Item 1. BUSINESS --------
a. General Development of Business
Kaydon Corporation (the "Company" or "Kaydon") was formed in October 1983. The company has acquired the following operations from 1986 through 1991:
Kaydon has made the following acquisitions and dispositions in the past five years:
On December 4, 1993, Cooper Roller Bearing Company Limited, a wholly owned subsidiary of Kaydon, acquired the assets of Kenyon Power Transmission Ltd. ("Kenyon") of Manchester, England. Kenyon manufactures pulleys and drive components which are complementary to their product offering. Subsequent to the purchase, Cooper moved the assets to their manufacturing facility.
On January 28, 1994, Kaydon Corporation, through its wholly owned subsidiary, Kaydon Acquisition VI, Inc., acquired for $7,268,000 certain assets and liabilities of Industrial Tectonics Inc, the ball division of Axel Johnson, Inc. Industrial Tectonics Inc, located in Dexter, Michigan, manufactures specialty balls used in measuring devices, floats, valves, ball point pens and antifriction bearings. This acquisition was consummated by Kaydon Acquisition VI, Inc. with loaned funds from Kaydon Corporation.
On January 31, 1995, the Company, through its wholly owned subsidiary, I.D.M. Electronics Ltd. ("I.D.M."), purchased the assets of D J Molding for $759,000. I.D.M. moved the assets to its plant in Reading, England after the purchase.
On May 1, 1995, Kaydon Corporation sold the majority of its automotive operation assets. The net sale proceeds of $3,476,000 approximated the book value of the assets sold. The Company and the buyer also entered into an operating lease for the facility in which the business was located. The sales of the automotive business were less than 4% of the consolidated net sales for each of 1995, 1994 and 1993 with an operating income contribution percentage lower than the rest of the Company. In addition, on May 17, 1995, Kaydon Corporation sold the surplus building resulting from the 1993 plant consolidation. The net sales proceeds of $1,789,000 approximated book value.
On August 31, 1995, Kaydon Corporation, through its wholly owned subsidiary, Kaydon Acquisition Corp. V, purchased the stock of Seabee Corporation for approximately $22,753,000, net of cash received. Seabee, located in Hampton, Iowa, is a manufacturer of large hydraulic cylinders and alloy steel castings. This acquisition was accounted for using the purchase method of accounting and, accordingly, the results of operations of Seabee have been included in the consolidated financial statements since August 31, 1995, the effective date of the acquisition.
On February 1, 1996, Kaydon Corporation, through its wholly owned subsidiary, Kaydon Acquisition VII, Inc., purchased the assets of Victor Fluid Power Co. ("Victor") and Benton Harbor Engineering Co., Inc. ("Benton Harbor") for $10,699,000. Both companies manufacture hydraulic cylinders and fluid power components and are complimentary to Seabee Corporation which was purchased in August, 1995. The Benton Harbor facility was closed in the acquisition process with the equipment and customer order base being absorbed into Seabee and Victor. Victor is located in Granite Falls, Minnesota. The acquisition has been accounted for using the purchase method of accounting and, accordingly, the results of operations have been included in the 1996 consolidated financial statements since the date of acquisition.
On March 11, 1997, Kaydon Corporation, through its wholly owned subsidiary, Kaydon Acquisition Corp. V (d/b/a Seabee Corporation), purchased the assets of Gold Star Manufacturing, Inc. for $4,449,000. Gold Star is located in Laurens, Iowa.
On May 29, 1997, Kaydon Corporation, through its wholly owned subsidiary, Kaydon Acquisition VIII, Inc. purchased the assets of Great Bend Industries, Inc. for $22,933,000. Great Bend Industries is located in Great Bend, Kansas. Both companies manufacture custom-designed cylinders and compliment the prior years' acquisitions of Seabee and Victor in the Kaydon Fluid Power Products Group. The acquisitions have been accounted for using the purchase method of
accounting and, accordingly, the results of operations have been included in the 1997 consolidated financial statements since the dates of acquisition.
b. and c. Financial Information About Industry Segments and Narrative Description of Business
The Company designs, manufactures and sells custom-engineered products for a broad and diverse customer base primarily in domestic markets. The Company's principal products include antifriction bearings, bearing systems and components, filters and filter housings, specialty retaining rings, specialty balls, custom rings, shaft seals, hydraulic cylinders, metal castings and various types of slip-rings. These products are used by customers in a wide variety of medical, instrumentation, material handling, machine tool positioning, aerospace, defense, construction and other industrial applications. The Company is customer-focused and concentrates on providing cost-effective solutions for its customers through close engineering relationships with leading manufacturers throughout the world.
Products
Kaydon works closely with its customers to engineer the required solutions to their design problems. As a custom manufacturer, many diverse applications are served. Designed solutions are frequently unique to a single customer or application. Depending upon the nature of the application, the design may be used over a protracted time period and in large numbers, or it may be for a single use.
The antifriction bearing products of Kaydon incorporate various types of rolling elements. The ball, tapered roller and cylindrical roller bearings manufactured by Kaydon are made in sizes ranging from approximately 1" outside diameter thin section ball bearings to heavy-duty ball bearings with an outside diameter of 180 inches. These antifriction products are fabricated from aluminum, bearing-quality steel, stainless steel or special tool steels. They often incorporate a broad range of features such as gearing, special sealing systems and mounting arrangements in combination with other mechanical components. Typical applications include large-diameter ball bearings for hydraulic cranes and excavators; thin-section ball bearings for rotating joints of
industrial robots; lightweight airborne radar bearings; large-diameter aluminum roller bearings for military vehicle turret systems; and ultra high-precision roller bearings for gear box applications.
Seabee Corporation, Victor Fluid Power, Inc., Great Bend Industries, Inc. and Gold Star Manufacturing design and manufacture hydraulic cylinders with bores ranging from 1.25" to 24" and strokes up to 50' in length. This division also provides both chrome plating and foundry products of both grey and ductile steel. In addition, Victor produces a line of high pressure pumps and valves, railroad wheel presses and hydraulic accumulators. The cylinders are used in manlifts, waste shredding machines, utility trucks, cranes, motion compensators, drill equipment and various construction equipment.
Kaydon Ring and Seal, Inc. manufactures metallic medium and large bore-size rings for low and medium-speed internal combustion engines, steam engines, pumps and reciprocating compressors. Sealing rings are engineered with metallic and nonmetallic products used to limit the leakage of fluids and gases within engines and a wide variety of other mechanical products. Sealing rings are used in industrial applications, such as: compressors, transmissions, hydraulic and pneumatic cylinders, and commercial and military aircraft, jet engines and control apparatus applications. Shaft seals are used to seal gases or liquids usually under extreme conditions of speed, pressure or temperature. Shaft seals are fabricated from a variety of materials depending on the application.
The filtration products of Kaydon include industrial liquid filtration systems that remove particulate and water from fuels, lubricants and hydraulic oils in applications ranging from refrigeration units to large power generation turbines; and special coalescing elements and filter housings for diesel fuel filtration in both commercial and military applications.
Electro-Tec Corp. and I.D.M. Electronics Ltd. design and manufacture precision, high-performance slip-rings, slip-ring assemblies, capsules and related electromechanical devices to meet customers' exact needs and specifications. Slip-rings are manufactured from injection and transfer- molded plastics, aluminum and stainless steel castings, bearings and electronic components and connectors, and are sometimes subjected to an electro-deposition process. They are used to transmit electrical signals or power between the rotating and stationary members of an assembly and can be found in combat vehicles, aircraft inertial guidance systems, telecommunications satellites, aircraft targeting systems and medical diagnostic equipment.
The Cooper Bearing Companies design and manufacture a range of split roller bearings, which include both standard and custom-designed lines. Split bearings are designed specifically to aid the customer in solving problems where the application of full round bearings would be less desirable. The product is used in a wide range of applications but particularly those where space and ease of change are important selection criteria. With the acquisition of the assets of Kenyon Power Transmission, Cooper now manufactures pulleys and drive components, which are complimentary products.
Industrial Tectonics Inc manufactures specialty balls from alloyed steel, plastic, tungsten carbide, glass and an assortment of other materials. These balls are used in a variety of applications including gauges, measuring devices, floats, valves, ball point pens and antifriction bearings.
Spirolox designs, manufactures and sells retaining rings and wave springs for various markets including heavy equipment, aircraft, military, hydraulic/pneumatic and machinery applications.
Approximately 70 percent of Kaydon's sales are to original equipment manufacturers, which incorporate the Kaydon products in the products they sell. Many of the applications for the Company's products also provide the opportunity for participation in the replacement or spare parts markets.
New Product and Industry Segment Information
The Company has not made any public announcement of, or otherwise made public information about, a new product or a new industry segment which would require the investment of a material amount of the Company's assets or which would otherwise result in a material cost.
Patents, Trademarks, Licenses, Etc.
The Company does not believe that any material part of its business is dependent on the continued availability of any one or all of its patents or trademarks.
Seasonal Nature of Business
The Company does not consider its business to be seasonal in nature.
Working Capital Practices
The Company does not believe that it or the industry in general has any special practices or special conditions affecting working capital items that are significant for an understanding of the Company's business.
Customers
Kaydon sells its products to over 1,000 companies throughout the world. The principal customers are generally large manufacturing corporations. During 1997, 1996 and 1995, sales to no single customer exceeded 10% of total sales.
Customers can generally be divided into four major market groups: Aerospace and Military Equipment, Replacement Parts and Exports, Special Industrial Machinery and Heavy Industrial Equipment. Sales to these customer groups for 1997, 1996 and 1995 are set forth in the following table:
Net Sales by Major Market Groups (in thousands)
Replacement parts are sold mainly through specialized distributors. Kaydon had export sales of $25,380,000 in 1997, $22,928,000 in 1996, and $20,040,000 in 1995, with most of such sales concentrated in Canada, Europe and Japan.
Marketing
Kaydon's sales organization consists of salespersons and representatives located throughout the United States, Canada, Europe and Asia. Salespersons are trained to provide technical assistance to customers, as well as to provide liaison with factory engineering staffs.
A nationwide network of specialized distributors and agents provides local availability of Kaydon products to serve the requirements of the replacement market and small original equipment manufacturers.
Manufacturing
Kaydon manufactures virtually all of the products it sells and utilizes subcontractors only for occasional specialized services. Kaydon's products require sophisticated processes and equipment, and many of its products incorporate unique Kaydon-developed production techniques. Certain satellite and aircraft-type bearing products must meet extraordinary mechanical tolerances (for example, within 20 millionths of an inch) and some products such as slip-rings are assembled in quality-controlled "white room" conditions. Nearly all of Kaydon's products require high levels of incoming quality control and process quality control. The manufacturing equipment required for Kaydon's operations entails a relatively high level of capital investment for any given level of sales.
Suppliers
Kaydon and its subsidiaries purchase large quantities of raw materials, mainly bearing-quality steel, special alloy steel, high-grade carbon and filter media, aluminum alloy and stainless steel castings, plastics, wire and electrical connectors, from multiple sources. Kaydon purchases large amounts of certain types of bearing-quality steel from a number of foreign and domestic suppliers. No significant supply problems have been encountered in recent years as relationships with suppliers have generally been good.
Environmental Matters
Reference is made to "Management's Discussion and Analysis" on pages 15 and 16 of Kaydon's 1997 Annual Report to Stockholders which is incorporated herein by reference.
Employees
On December 31, 1997, Kaydon employed 2,552 employees. Hourly employees at the Muskegon facilities are represented by the International Association of Machinists and Aerospace Workers. The current collective bargaining agreement is effective until December 3, 2000. The Baltimore hourly employees are also represented by the International Association of Machinists and Aerospace Workers. The current collective bargaining agreement is effective until December 13, 1998. Greeneville hourly employees are represented by the United Steelworkers of America, with the current collective bargaining agreement effective until January 26, 2000. Dexter hourly employees are represented by the International Union United Automobile, Aerospace and Agricultural Implement Workers of America, UAW, with the current collective bargaining agreement effective until November 5, 1999. The hourly employees at Granite Falls are represented by the International Association of Machinists and Aerospace Workers, with the current collective bargaining agreement effective until October 15, 2000. The hourly employees at Great Bend are represented by the International Association of Machinists and Aerospace Workers, with the current collective bargaining agreement effective until August 1, 2001. The remaining domestic factory employees, as well as all office employees, are non-union.
Kaydon provides its employees with a full range of insurance, pension and deferred compensation benefits. The Company believes its level of total compensation is competitive when compared with similar jobs within the various communities in which its operations are located.
Backlog
Kaydon sells certain products on a build-to-order basis that requires substantial order lead time. This results in a backlog of unshipped, scheduled orders. Other products are manufactured on the basis of sales projections or annual blanket purchase orders. Orders for such products are not entered into backlog until explicit shipping releases are received. Kaydon's backlog was $155,548,000 at December 31, 1997 and $117,262,000 at December 31, 1996. Based on experience, management would expect to ship over the following twelve months about 90 percent of the year-end backlog. Backlog has become less indicative of future results as the Company has made efforts to shorten manufacturing lead times, creating a faster response to customer orders.
Competition
Kaydon competes with divisions of SKF Industries, Dover Corporation, Parker Hannifin Corporation, Commercial Intertech Corporation, Torrington/Fafnir, Rotek, FAG, EG&G Inc., Litton Poly-Scientific and numerous other smaller companies.
The markets served by Kaydon are large and extremely competitive. The major domestic competitors generally produce a wide line of standard products and do not specialize in custom products. The major domestic bearing manufacturers nonetheless do offer special-engineered bearings. The markets for Kaydon's special-machined components, hydraulic cylinders, fabricated products, filters, rings and seals are very diverse. Consequently, management feels that the size of the total market for such products cannot be meaningfully estimated.
In all of the markets served by Kaydon, the principal methods of competition involve price, product performance, engineering support and timely delivery.
Many of Kaydon's domestic competitors are part of large, worldwide manufacturing concerns and have significantly greater financial resources. While foreign competition is intense and growing for all industrial components, the detailed engineering content and service level
required by many of its customers have somewhat limited the impact of foreign competition on domestic business.
Government Contracts and Renegotiation
Various provisions of federal law and regulations require, under certain circumstances, the renegotiation of military procurement contracts or the refund of profits determined to be excessive. Based on Kaydon's experience under such provisions, management believes that no material renegotiation or refunds (if any) will be required.
d. Information About International Operations
Information with respect to operations by geographic area appears in Note 15, "Business Segment Information" of the Notes to Consolidated Financial Statements set forth on page 31 of the Annual Report to Stockholders, which is incorporated herein by reference. Fluctuating exchange rates and factors beyond the control of the Company, such as tariffs and foreign economic policies, may affect future results of foreign operations.
Item 2.
Item 2. PROPERTIES
The following chart lists the principal locations, activity (use) and square footage of Kaydon's most significant facilities as of December 31, 1997 and indicates whether the property is owned or leased:
Kaydon owns the manufacturing facility and the leased building located in Muskegon (Norton Shores), the leased building located in Newaygo, the manufacturing facilities located in Dexter, Sumter, Greeneville, LaGrange, Baltimore, Blacksburg, Hampton, Monterrey, Mexico, and King's Lynn, England and the warehouses located in Hampton and Virginia Beach. The St. Louis property is leased for a term expiring July 31, 1999. The property in Reading, England, is leased for a term expiring May 1, 2009. The Krefeld, Germany property is leased for a term expiring September 30, 1998. The Laurens, Iowa property is leased for a term expiring December 31, 2003. Kaydon leases two properties in Great Bend, Kansas, one under a capitalized lease with the option to purchase the property for nominal consideration upon its expiration of August 1, 2004. The other Great Bend property is leased for a term expiring May 30, 1998, with four one-year renewable options which would expire May 30, 2002. The Corporate office located in Clearwater, Florida is leased for a term expiring May 31, 2001. The manufacturing facility in Granite Falls, Minnesota is leased for a term expiring January 30, 1999.
Kaydon Corporation is the sole shareholder of the following operating subsidiaries:
Item 3.
Item 3. LEGAL PROCEEDINGS
The Company, together with other companies, certain former officers, and certain former directors, has been named as a co-defendant in lawsuits filed in federal court in New York in 1993. The suits purport to be class actions on behalf of all persons who have unsatisfied personal injury and property damage claims against Keene Corporation which filed for bankruptcy under Chapter
11. The premise of the suits is that assets of Keene were transferred to Bairnco subsidiaries, of which Kaydon was one in 1983, at less than fair value. The suits also allege that the Company, among other named defendants, was a successor to and alter ego of Keene. In 1994, an examiner was appointed by a bankruptcy court to examine the issues at stake. On September 23, 1994, the "Preliminary Report of the Examiner" was made public. In the report, the examiner stated that the alleged fraudulent conveyance claims against the Company appear to be time-barred by the statute of limitations, subject to certain possible exceptions which the Company does not believe are significant or factual. Although the examiner has made certain recommendations regarding a mechanism to resolve the claims against the Company, the Court has not taken any action related to the report. Nevertheless, in the Company's opinion, the report reinforces management's original view that the claims will ultimately not be sustained. Accordingly, no provision has been reflected in the consolidated financial statements for any alleged damages. In June 1995, the creditors' committee filed a complaint in the same bankruptcy court asserting claims against the Company similar to those previously filed. On June 12, 1996, the District and Bankruptcy Courts for the Southern District of New York entered an order confirming the plan of reorganization for Keene Corporation. As a result, the so-called transactions lawsuit was transferred in April 1997 from the Bankruptcy Court for the Southern District of New York to the District Court for that district and the stay of the transactions lawsuit was lifted. On September 15, 1997, in accordance with the schedule established by the judge, the Company submitted a motion to dismiss the complaint based on the statute of limitations. All motions, supporting documents and rebuttal were filed on December 15, 1997. The court has not yet ruled upon the motions. Management believes that the outcome of this litigation will not have a material adverse effect on the Company's financial position.
In June, 1996 the Company received a subpoena issued by the U.S. District Court in Bridgeport, Connecticut on behalf of a grand jury investigating a May 9, 1996 accident involving a Sikorsky helicopter in which four persons died. The grand jury has requested and received
documents and records relating to a bearing manufactured by Kaydon and used in the Sikorsky helicopter. In addition, the Defense Logistics Agency of the Defense Contract Management Command and a "Mishap Board" led by Sikorsky Aircraft Corporation with participation from certain Federal agencies alleged that product quality problems or deficiencies exist with respect to the bearing product used in the Sikorsky helicopter described above. The Company was excluded from participation on this "Mishap Board", however, it independently evaluated the available evidence and refuted the "Mishap Board" findings in its report submitted to the Navy. Subsequent incidents have occurred in the helicopter fleet even though the bearings used were newly manufactured, inspected and approved by Sikorsky personnel, reinforcing the Company's position that the bearing quality was not the causative action in the May 9, 1996 accident. During the first half of 1997, the estates of the four deceased individuals filed civil suits against the Company. For one of the incidents subsequent to May 9, 1996, which occurred October 19, 1996, the NADEP Cherry Point Marine Facility distributed a report dated August 21, 1997 analyzing potential causes for that incident. The Company is currently in the process of reviewing this report. Management believes it has meritorious defenses against any claims.
Various other claims, lawsuits and environmental matters arising in the normal course of business are pending against the Company. Management believes that the outcome of these matters, including the Sikorsky matter referred to above, will not have a material adverse effect on the Company's financial position or results of operations.
Item 4.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 1997.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS
a. and c. Market Information and Dividends
Information regarding the market price of Kaydon's common stock appears in the "Quarterly Results of Operations" on page 32 of Kaydon's 1997 Annual Report to Stockholders, which is incorporated herein by reference. During 1997, the Company effected a two-for-one stock split; accordingly, all applicable financial data has been restated to reflect the split. This is the second, two-for-one split that the Company has initiated with the prior one occurring in 1992. Kaydon's common stock is listed on the New York Stock Exchange ("NYSE") under the symbol KDN. Kaydon declared cash dividends during 1997, 1996 and 1995 as follows (on a per-share basis):
Effective with the cash dividend declared in September 1997 and paid in January 1998, Kaydon adopted a plan which calls for quarterly cash dividends of $0.09 per share. This recent increase in the dividend amount reflects Kaydon Board of Directors' continuing confidence in the growing financial strength of the Company and their expectation of continued earnings growth.
b. Holders
The number of common equity security holders is as follows:
Item 6.
Item 6. SELECTED FINANCIAL DATA
Reference is made to "Financial History" on page 14 and "Management's Discussion and Analysis" on pages 15 and 16 of Kaydon's 1997 Annual Report to Stockholders, which is incorporated herein by reference.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to "To Our Stockholders" on pages 2 and 3 and "Management's Discussion and Analysis" on pages 15 and 16 of Kaydon's 1997 Annual Report to Stockholders, which is incorporated herein by reference.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements and related notes included on pages 18 through 32 of Kaydon's 1997 Annual Report to Stockholders, which is incorporated herein by reference. Financial statement schedules are included in Part IV of this filing.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to directors of Kaydon is included in the Proxy Statement for the 1998 Annual Meeting of Stockholders of Kaydon, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference. The information required with respect to executive officers of the Company is as follows:
Item 11.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is included in the Proxy Statement for the 1998 Annual Meeting of Stockholders of Kaydon, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is included in the Proxy Statement for the 1998 Annual Meeting of Stockholders of Kaydon, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is included in the Proxy Statement for the 1998 Annual Meeting of Stockholders of Kaydon, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. 1. Financial Statements
The following consolidated financial statements of the Company are included in the Annual Report of the registrant to its stockholders for the year ended December 31, 1997 which is incorporated herein by reference in Part II, Item 8 of this report.
2. Financial Statement Schedules
All schedules required by Form 10-K Annual Report have been omitted because they were inapplicable, the required information is included in the notes to the consolidated financial statements or otherwise is not required under instructions contained in Regulation S-X.
Financial statements of the Company have been omitted since the Company is primarily an operating company and all subsidiaries included in the consolidated financial statements filed are wholly owned subsidiaries.
3. Reference to Exhibits
Reference is made to the Exhibit Index which is found on pages 23 through 26 of this Form 10-K.
b. Reports on Form 8-K
No reports on Form 8-K have been filed during the fourth quarter of 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Kaydon has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
KAYDON CORPORATION ------------------------------------ Registrant
Date: March 27, 1998 By: /s/Lawrence J. Cawley ------------------------------------ Chairman and Chief Financial Officer
Date: March 27, 1998 By: /s/Stephen K. Clough ------------------------------------ Chief Executive Officer and President
Date: March 27, 1998 By: /s/Joseph P. Port ------------------------------------- Vice President Finance and Corporate Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of Kaydon and in the capacities and on the dates indicated.
/s/Gerald J. Breen --------------------------------------------- Gerald J. Breen - Director March 27, 1998
/s/Brian P. Campbell --------------------------------------------- Brian P. Campbell - Director March 27, 1998
/s/Lawrence J. Cawley --------------------------------------------- Lawrence J. Cawley - Chairman March 27, 1998
/s/Stephen K. Clough --------------------------------------------- Stephen K. Clough - Director March 27, 1998
/s/John H.F. Haskell, Jr. --------------------------------------------- John H.F. Haskell, Jr. - Director March 27, 1998
c. 1. Exhibits Index --------------