-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PAPqcWKd1zkOGFqxTxCPIvITkMj064bjwo/iT+htP0WDB0Gb3+pDKDbHHaq5Bcvy NUKtOlp2A1MBKa3ETcvRUA== 0000950131-99-006730.txt : 19991220 0000950131-99-006730.hdr.sgml : 19991220 ACCESSION NUMBER: 0000950131-99-006730 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT INC /MO CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00483 FILM NUMBER: 99776453 BUSINESS ADDRESS: STREET 1: 675 MCDONNELL BLVD STREET 2: PO BOX 5840 CITY: ST LOUIS STATE: MO ZIP: 63134 BUSINESS PHONE: 3146542000 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105-1820 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT INC /MO DATE OF NAME CHANGE: 19970625 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT GROUP INC DATE OF NAME CHANGE: 19940322 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Year Ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File Number 1-483 Title of the Plan - INVESTMENT PLAN FOR EMPLOYEES OF MALLINCKRODT INC. Name and Address of the Issuer of the Securities Held Pursuant to the Plan - Mallinckrodt Inc. 675 McDonnell Boulevard St. Louis, Missouri 63134 Signature Page The Plan - Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned, the persons who administer the Employee Benefit Plan and who are duly authorized, have caused this annual report to be signed. Investment Plan for Employees of Mallinckrodt Inc. Employee Benefits Committee
Signature Title Date - ------------------------------------------------------------------------------------------------------- BRUCE K. CROCKETT December 15, 1999 - ----------------- Bruce K. Crockett Vice President, Human Resources ROGER A. KELLER December 15, 1999 - --------------- Roger A. Keller Vice President, Secretary and General Counsel DAVID R. KUPFERER December 15, 1999 - ----------------- David R. Kupferer Vice President, Human Resources, Pharmaceutical Group JUDITH C. REBHOLZ December 15, 1999 - ----------------- Judith C. Rebholz Director, International Treasury and Corporate Finance JOHN J. RIORDAN December 15, 1999 - --------------- John J. Riordan Vice President, Pension and Profit Sharing Plans NANCY J. STEMME December 15, 1999 - --------------- Nancy J. Stemme Director of Compensation and Welfare Benefits WILLIAM B. STONE December 15, 1999 - ---------------- William B. Stone Vice President Information Technology (Chairman of the Committee) FRANK A. VOLTOLINA December 15, 1999 - ------------------ Frank A. Voltolina Vice President and Treasurer
Investment Plan for Employees of Mallinckrodt Inc. Financial Statements and Supplemental Schedules Years ended June 30, 1999 and 1998 with Independent Auditors' Report Investment Plan for Employees of Mallinckrodt Inc. Financial Statements and Supplemental Schedules Years ended June 30, 1999 and 1998 Contents Independent Auditors' Report......................................... 2 Financial Statements Statements of Net Assets Available for Benefits...................... 3 Statements of Changes in Net Assets Available for Benefits........... 4 Notes to Financial Statements........................................ 5-12 Supplemental Schedules Line 27(a) - Schedule of Assets Held for Investment Purposes......... 14 Line 27(d) - Schedule of Reportable Transactions..................... 15
Independent Auditors' Report Plan Administrator Investment Plan for Employees of Mallinckrodt Inc. We have audited the accompanying statements of net assets available for benefits of the Investment Plan for Employees of Mallinckrodt Inc. as of June 30, 1999 and 1998 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at June 30, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of June 30, 1999 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Stone Carlie & Company, L.L.C. St. Louis, Missouri November 23, 1999 Investment Plan for Employees of Mallinckrodt Inc. Statement of Net Assets Available for Benefits
June 30, --------------------------------------- 1999 1998 --------------- ---------------- Investments: Participant directed $255,998,739 $238,776,795 Non-participant directed 38,632,732 27,528,650 --------------- ---------------- Total investments 294,631,471 266,305,445 --------------- ---------------- Receivables: Employer contributions 6,362,407 6,031,681 Participant contributions 689,031 589,735 --------------- ---------------- Total receivables 7,051,438 6,621,416 --------------- ---------------- Net assets available for benefits $301,682,909 $272,926,861 =============== ================
See notes to financial statements. Page 3 Investment Plan for Employees of Mallinckrodt Inc. Statement of Changes in Net Assets Available for Benefits
Years Ended June 30, ------------------------------------ 1999 1998 ------------ ------------- Additions Investment income: Interest and dividend income $ 8,212,843 $ 8,856,401 Realized and unrealized gains, net 29,823,915 18,275,739 ------------ ------------- Net investment income 38,036,758 27,132,140 ------------ ------------- Contributions: Employer cash 2,037,227 2,216,848 Employer common stock 6,277,600 5,958,902 Participant 16,927,305 18,647,293 ------------ ------------- Total contributions 25,242,132 26,823,043 ------------ ------------- Total additions 63,278,890 53,955,183 ------------ ------------- Deductions Cash and stock distributed to participants (32,734,614) (47,726,109) Transfers to other plans (1,788,228) - ------------ ------------- Total deductions (34,522,842) (47,726,109) ------------ ------------- Net increase 28,756,048 6,229,074 Net assets available for benefits at beginning of year 272,926,861 266,697,787 ------------ ------------- Net assets available for benefits at end of year $301,682,909 $272,926,861 ============ =============
See notes to financial statements. Page 4 Investment Plan for Employees of Mallinckrodt Inc. Notes to Financial Statements June 30, 1999 and 1998 1. Description of the Plan General This plan description is provided for general information purposes only. Participants should refer to the September 1997 plan summary, which is part of the prospectus for the Investment Plan for Employees of Mallinckrodt Inc. (the Plan), for a more complete description of the provisions of the Plan. The Plan was established effective July 1, 1970 and has been amended from time to time to incorporate certain changes in plan features and other legislatively required changes. All nonunion employees of Mallinckrodt Inc. (Mallinckrodt or the Company) and certain wholly owned subsidiaries and certain union employees employed in the U.S. or on a U.S. payroll are eligible to participate in the Plan. Participation and Vesting Eligible employees may join the Plan immediately upon being hired. Participants are fully vested in all participant and employer contributions and the earnings thereon. Participants' Accounts Separate accounts are maintained for each participant. Participant account balances are adjusted daily for contributions, distributions, loans, income, gains, and losses. Contributions Participants generally can contribute up to 15 percent of their base salaries on a pre-tax, after-tax, or combined basis. The Company makes matching contributions equal to 20 percent of a participant's eligible contributions. Eligible contributions are limited to 6 percent of a participant's base monthly salary. The Company may make additional discretionary contributions ("Supermatch") each year as determined by its Board of Directors. Supermatch contributions are made in or invested in Mallinckrodt Inc. common stock. Supermatch contributions may not be withdrawn, borrowed, or transferred from Company stock into another investment fund except to the extent that the value of these contributions credited to the participant's account after June 30, 1997 plus investment return thereon exceeds 15 percent of the total value of the participant's accounts. Page 5 1. Description of the Plan (continued) Contributions (continued) Total employer contributions (including Supermatch) were equal to 84 percent and 77 percent of participants' eligible contributions for the years ended June 30, 1999 and 1998, respectively. Contributions to the Plan, including employee and employer contributions, are subject to various limitations imposed by the Internal Revenue Code. Fund Asset Valuation Participants' equity in each investment fund is valued in dollars each business day (valuation date). As of each valuation date, the market value of the assets in each of the investment funds is determined, and the increase or decrease of each fund is allocated to each participant's account invested in that fund, based on the participant's proportionate interest (units or shares) in such fund as of the previous valuation date. Investments Participants direct investment of their contributions as well as employer contributions among the following funds: . State Street International Index Fund - This fund invests in equity securities of companies located outside North and South America and is structured to match returns of the Morgan Stanley Capital International Europe, Australia, Far East (EAFE) Index. . AMEX Trust Equity Index Fund II - This fund invests in equity securities of companies with sector and industry weighting similar to the Standard and Poor's 500. . State Street Bond Market Fund - This fund invests primarily in investment grade corporate, governmental and mortgage-backed bonds with the objective of producing current income. . AMEX Trust Money Market Fund II - This fund invests in high quality commercial paper, bankers acceptance obligations, certificates of deposit, and United States Treasury Bills with the object of providing high liquidity, capital preservation, and generating moderate levels of current income. . PBHG Growth Fund - This mutual fund invests primarily in equity securities of medium size domestic companies with the objective of long-term capital growth. Page 6 1. Description of the Plan (continued) Investments (continued) . Fidelity Low-Price Stock Fund - This mutual fund invests primarily in equity securities of medium size domestic companies with the objective of long-term capital growth. . IDS New Dimensions Fund - This mutual fund invests primarily in equity securities of medium to large companies with the objective of long-term capital growth. . Dodge & Cox Fund - This mutual fund invests principally in the common stock of large companies with the objective of long-term capital growth. . Mallinckrodt Stock Fund - This fund is invested in Mallinckrodt Inc. common stock. . Lifestyle Funds (Aggressive, Moderate, and Conservative) - These funds invest among the other fund options of the Plan in order to maintain an overall investment asset allocation commensurate with either an aggressive, moderate or conservative risk profile. Investments in the component funds are periodically rebalanced in order to maintain the desired risk profile amid market fluctuations. . Stable Value Fund - This fund invests in Guaranteed Investment Contracts issued by insurance companies and in the American Express Income Fund II. The investment objective is to preserve principal and provide current income. Withdrawals Participants may withdraw their balances in the Plan upon retirement, termination of employment, or becoming disabled as defined by the Plan. Upon termination of employment with Mallinckrodt or its affiliates, plan participants generally may elect to receive a full or partial distribution, or may elect to maintain their balances in the Plan. Active participants can make hardship withdrawals of employee contributions in certain circumstances and can make withdrawals of employer contributions on a hardship or non-hardship basis. All such withdrawals are subject to various restrictions, including Supermatch restrictions, and may be subject to income tax penalties. Page 7 1. Description of the Plan (continued) Loans to Participants Participants may obtain loans from their plan accounts subject to certain terms, as defined by the Plan. General purpose loans are made for periods of one to five years and residential loans are made for periods of one to ten years. The interest rate charged is the prime rate quoted in The Wall Street Journal on the first business day of the month in which the loan is approved. Principal and interest payments are made by payroll deductions or in lump-sum repayments and are invested in the same manner as current contributions. Plan Expenses All expenses incurred in connection with acquisition or disposition of securities for and the operation of the investment funds as well as the mutual funds offered under the Plan are charged directly against those funds and their investment returns. All other administrative expenses of the Plan, such as recordkeeping and disbursing expenses, trustee fees, counsel and accountant expenses, and communication charges incurred by the Company for the plan operations, are charged to and paid by the Plan and allocated against the participant accounts. The maximum administration charge against participant accounts is limited to $60 per participant per plan year. In addition, specific transaction charges, such as loan fees directed by participants, are charged to participant accounts. 2. Summary of Significant Accounting Policies Basis of Accounting Plan accounting records are maintained on the accrual basis. Investments Investments in mutual funds are valued at quoted market prices. Investments in the other funds except for the Stable Value Fund are valued at the quoted market prices of the underlying securities. Investments in the Stable Value Fund include insurance contracts valued at contract value, which approximates market value. Investment in the Stable Value Fund At June 30, 1999 and 1998, the Stable Value Fund includes investments in the American Express Trust Income Fund II and a guaranteed interest contract with Transamerica Occidental Life Insurance Company (Transamerica). The contract with Transamerica, dated November 2, 1989, provides guaranteed rates of interest to be set annually on all new monies invested over the contract term. The rate for each of the contract years beginning January 1, 1999 and 1998 is 6.5 percent, net of investment management fees. Page 8 2. Summary of Significant Accounting Policies (continued) Investment in the Stable Value Fund (continued) Because of limitations contained within insurance contracts held in the Stable Value Fund, the plan administrator may be required to limit transfers from that fund to minimize adverse market value adjustments. Also, the Stable Value Fund prohibits direct transfers to the AMEX Trust Money Market Fund II. Transfers from the Stable Value Fund to the AMEX Trust Money Market Fund II must be directed through another fund for 90 days before final transfer to the AMEX Trust Money Market Fund II. Security Transactions Purchases and sales of securities are accounted for on the trade date (date the order to buy or sell is executed). Dividend income is recorded on the ex- dividend date. Income from other investments is recorded as earned on an accrual basis. Plan Termination Although Mallinckrodt has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event the Plan terminates, participants will be entitled to receive a complete distribution of the balances held in their respective plan accounts. Because all plan assets are allocated to plan participants and a participant's benefit under the Plan equals the value of the participant's account balance, the Plan is not subject to the insurance provisions of the Pension Benefit Guarantee Corporation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts within the financial statements, as well as amounts disclosed in the notes. While the Company uses its best estimates and judgments, actual results could differ from those estimates. Page 9 Investments The following presents investments of the Plan, including investments that represent 5 percent or more of the Plan's net assets.
Year Ended June 30, ------------------------------------------ 1999 1998 ------------------- ------------------- Participant directed investments: State Street International Index Fund (shares - 313,363 and 274,039, respectively) $ 4,064,949 $ 3,307,374 American Express Trust Equity Index Fund II (shares - 2,647,111 and 2,879,777, respectively) 98,390,451 87,556,750 State Street Bond Fund (shares - 299,984 and 276,054, respectively) 3,612,109 3,245,846 American Express Trust Money Market Fund II (shares - 3,656,970 and 2,765,731, respectively) 3,656,970 2,765,731 PBHG Growth Fund (shares - 301,037 and 293,130, respectively) 8,230,371 7,964,331 Fidelity Low-Price Stock Fund (shares - 348,119 and 364,705, respectively) 8,542,853 9,890,810 IDS New Dimensions Fund (Y) (shares - 531,681 and 351,191, respectively) 17,216,895 9,784,526 Dodge & Cox Stock Fund (shares - 115,276 and 120,574, respectively) 12,489,017 12,104,456 AMEX Aggressive Fund (units - 843,651 and 816,992, respectively) 11,714,938 10,372,529 AMEX Moderate Fund (units - 448,252 and 369,247, respectively) 5,940,232 4,498,910 AMEX Conservative Fund (units - 219,910 and 123,787, respectively) 2,880,382 1,498,321 Stable Value Fund (units - 6,072,561 and 7,052,049, respectively) 69,858,742 76,289,061 Loans to participants 9,400,830 9,498,150 ------------------- ------------------- Total participant directed investments $255,998,739 $238,776,795 =================== ===================
Page 10 3. Investments (continued)
Year Ended June 30, ------------------------------------------ 1999 1998 ------------------- ------------------- Nonparticipant directed investments: Mallinckrodt Stock Fund (units - 4,657,352 and 4,062,070, respectively) $ 38,632,732 $ 27,528,650 ------------------- ------------------- Total investments $294,631,471 $266,305,445 =================== ===================
4. Nonparticipant Directed Investments The changes in net assets relating to the Mallinckrodt Stock Fund, a nonparticipant directed investment, are as follows:
Year Ended June 30, -------------------------------------------- 1999 1998 ------------------- -------------------- Investment Income Interest and dividend income $ 512,016 $ 609,702 Realized and unrealized gains (losses), net 8,435,531 (7,909,910) ------------------- -------------------- Net investment income (loss) 8,947,547 (7,300,208) ------------------- -------------------- Contributions Employer cash 153,461 203,019 Employer common stock 6,277,600 5,958,902 Employee 1,554,858 2,049,529 ------------------- -------------------- Total contributions 7,985,919 8,211,450 ------------------- -------------------- Cash and stock distributed to participants (3,281,200) (5,307,039) Net transfers to participant directed investments (2,243,253) (6,622,695) ------------------- -------------------- (5,524,453) (11,929,734) ------------------- -------------------- Net increase (decrease) 11,409,013 (11,018,492) Nonparticipant directed investments including contributions receivable at beginning of year 33,544,945 44,563,437 ------------------- -------------------- Nonparticipant directed investments including contributions receivable at end of year 44,953,958 33,544,945 Less contributions receivable directed to nonparticipant directed investments (6,321,226) (6,016,295) ------------------- -------------------- Nonparticipant directed investments at end of year $38,632,732 $ 27,528,650 =================== ====================
Page 11 5. Federal Income Tax Status On September 26, 1995, the Internal Revenue Service advised that the Plan, as amended, qualifies under Section 401(a) of the Internal Revenue Code (IRC) and that the Investment Trust for Employees of Mallinckrodt Inc., as amended, established thereunder is exempt from federal income taxation under Section 501(a). Once qualified, the Plan is required to operate in conformity with the IRC in order to maintain its qualification. The plan administrator and Mallinckrodt's legal counsel are not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 6. Transactions With Parties-in-Interest The only transactions with parties-in-interest were purchases and sales of assets through AMEX. AMEX's fees are based on customary and reasonable rates for such services and are paid by the Plan. 7. Transfers To Other Plans Effective July 31, 1998, Mallinckrodt Inc. spun-off its Trimet division. As a result, the Plan transferred assets of $1,788,228 to the retirement plan established by the new employer. 8. Subsequent Events Effective July 1, 1999, two defined contribution plans operated by subsidiaries of the Company, the Nellcor Puritan Bennett Voluntary Investment Plus Plan and the Mallinckrodt 401(k) Profit Sharing Plan for the Hobart facility, were merged into the Plan. As a result, assets of $123,077,429 and $2,547,907, respectively, were also transferred into the Plan. There were no significant modifications to the provisions of the Plan, as described in Note 1, as a result of these mergers. Page 12 Supplemental Schedules Investment Plan for Employees of Mallinckrodt Inc. Line 27(a) - Schedule of Assets Held for Investment Purposes June 30, 1999
Identity of Issuer, Fair or Party Involved Description Cost Value - ----------------------------------------------------------- ------------------ ------------------------- ------------------ American Express Trust Money Market Fund II 3,656,970 shares $ 3,656,970 $ 3,656,970 American Express Trust Equity Index Fund II 2,647,111 shares 81,358,942 98,390,451 State Street Daily Bond Fund Series C 299,984 shares 3,111,129 3,612,109 State Street International Index Fund 313,363 shares 3,842,461 4,064,949 Dodge & Cox Stock Fund 115,276 shares 11,384,210 12,489,017 Fidelity Low-Price Stock Fund 348,119 shares 8,765,301 8,542,853 IDS New Dimensions Fund (Y) 531,681 shares 15,201,824 17,216,895 Mallinckrodt Stock Fund 4,657,352 units 36,094,478 38,632,732 Stable Value Fund 6,072,561 units 64,551,323 69,858,742 AMEX Conservative Fund 219,910 units 2,669,707 2,880,382 AMEX Moderate Fund 448,252 units 5,087,660 5,940,232 AMEX Aggressive Fund 843,651 units 9,609,185 11,714,938 PBHG Growth Fund 301,037 shares 7,798,081 8,230,371 Participant Loans Interest from 6.0% to 10.5% due through 2009 - 9,400,830
See independent auditors' report. Page 14 Investment Plan for Employees of Mallinckrodt Inc. Line 27(d) - Schedule of Reportable Transactions Year Ended June 30, 1999 Category (iii) Series of Transactions in Excess of 5% of the Current Value of Plan Assets at the Beginning of the Year
Selling/ Description Number of Purchase Maturity Identity of Party Involved of Asset Transactions Price Price Cost of Asset - ------------------------------ --------------- ------------- ----------- ----------- -------------- IDS New Dimensions Fund (Y) Stock Mutual 246 purchases $ 9,702,388 Fund 261 sales $ 4,434,616 $ 3,691,959 Mallinckrodt Inc. Stock 120 purchases 6,960,662 122 sales 9,508,521 9,636,237 American Express Trust Stock Fund 284 purchases 12,989,657 Equity Index Fund II 376 sales 19,413,483 12,303,791 American Express Trust Money Market 166 purchases 14,493,178 Company Money Market I Fund 171 sales 14,532,092 14,532,092 Stable Value Fund Collective Fund 87 purchases 9,030,354 164 sales 19,950,982 18,914,179 American Express Trust Money Market 233 purchases 7,261,484 Money Market Fund II Fund 105 sales 6,450,226 6,450,226 Current Value Description on Transaction Net Identity of Party Involved of Asset Date Gain (Loss) - ------------------------------ --------------- --------------- -------------- IDS New Dimensions Fund (Y) Stock Mutual Fund $ 4,434,616 $ 742,656 Mallinckrodt Inc. Stock 9,508,521 (127,721) American Express Trust Stock Fund Equity Index Fund II 19,413,483 7,109,695 American Express Trust Money Market Company Money Market I Fund 14,532,092 - Stable Value Fund Collective Fund 19,950,982 1,036,798 American Express Trust Money Market Money Market Fund II Fund 6,450,226 -
See independent auditors' report. Page 15 EX-23 2 CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-85789) pertaining to the Investment Plan for Employees of Mallinckrodt Inc. and in the related Prospectus of our report dated November 23, 1999, with respect to the financial statements and schedules of the Investment Plan for Employees of Mallinckrodt Inc. included in this Annual Report (Form 11-K) for the year ended June 30, 1999 and 1998. /s/ Stone Carlie & Company, L.L.C. St. Louis, Missouri December 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----