-----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, LVa65blLAsKxJv/kL7kvHHj0KGPOA1Pkx+TDtlmAuwpZoIrgzdrO1amjDmuS+25H qeFlZkDlUtY0ON6NkfWfcQ== 0000073568-97-000008.txt : 19970515 0000073568-97-000008.hdr.sgml : 19970515 ACCESSION NUMBER: 0000073568-97-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK INDUSTRIES INC CENTRAL INDEX KEY: 0000073568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 361569000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04474 FILM NUMBER: 97604853 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: BAY COLONY CORP CENTER CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178900400 MAIL ADDRESS: STREET 1: BAY COLONY CORPORATE CENTER STREET 2: 1000 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: OAK ELECTRONETICS CORP DATE OF NAME CHANGE: 19720827 10-Q 1 FIRST QTR 10-Q MAIN DOCUMENT =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------ For Quarter Ended March 31, 1997 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 COMMISSION FILE NO. 1-4474 -------------------------- OAK INDUSTRIES INC. (Exact name of Registrant as specified in its charter) DELAWARE 36-1569000 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 1000 WINTER STREET WALTHAM, MASSACHUSETTS 02154 (Address of principal executive offices) (617) 890-0400 (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. As of May 14 1997, the Company had outstanding 17,387,646 shares of Common Stock, $0.01 par value per share. =========================================================================== PART I. FINANCIAL INFORMATION ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET (Dollars in thousands)
March 31, 1997 December 31, 1996 (Unaudited) --------------------- --------------------- ASSETS Current Assets: Cash and cash equivalents....................... $ 7,738 $ 6,116 Receivables, less reserve....................... 45,657 40,202 Inventories: Raw materials................................ 11,053 13,134 Work in process.............................. 30,239 28,182 Finished goods............................... 10,367 51,659 12,039 53,355 ---------- ---------- Deferred income taxes........................... 22,061 22,210 Other current assets............................ 3,653 2,641 --------- --------- Total current assets...................... 130,768 124,524 Plant and Equipment, at cost....................... 145,357 143,400 Less - accumulated depreciation.................... (81,080) 64,277 (78,374) 65,026 ---------- ---------- Deferred income taxes.............................. 4,348 4,348 Goodwill and other intangible assets, less accumulated amortization of $12,859 and $11,451............................. 165,335 166,498 Investments in affiliates.......................... 8,329 8,315 Other Assets....................................... 4,333 5,574 --------- --------- Total Assets.............................. $ 377,390 $ 374,285 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt............... $ 335 $ 290 Accounts payable................................ 15,961 16,162 Accrued liabilities............................. 27,589 29,053 --------- --------- Total current liabilities................. 43,885 45,505 Other liabilities.................................. 8,373 7,973 Long-term Debt..................................... 148,623 138,161 Minority interest.................................. 11,132 10,923 Stockholders' Equity: Common stock.................................... 184 184 Additional paid-in capital...................... 296,370 296,185 Accumulated deficit............................. (115,665) (119,692) Unearned compensation - restricted stock........ (2,700) (2,945) Treasury stock.................................. (11,407) (1,369) Other........................................... (1,405) 165,377 (640) 171,723 ---------- --------- ---------- --------- Total Liabilities and Stockholders' Equity................................ $ 377,390 $ 374,285 ========= =========
See accompanying notes to condensed consolidated financial statements. CONSOLIDATED STATEMENT OF OPERATIONS (Dollars in thousands, except per share data) (Unaudited)
For the Three Months Ended March 31, ---------------------- 1997 1996 -------- -------- Net sales............................................ $ 73,042 $ 78,737 Cost of sales........................................ (47,956) (48,586) --------- --------- Gross profit......................................... 25,086 30,151 Selling, general and administrative expenses......... (15,887) (17,428) --------- --------- Operating income..................................... 9,199 12,723 Interest expense..................................... (2,481) (1,829) Interest income...................................... 76 142 Gain on sale of equity investment.................... -- 20,550 Equity in net income (loss) of affiliated companies.. 39 (975) --------- --------- Income from continuing operations before income taxes and minority interest.................... 6,833 30,611 Income taxes......................................... (2,597) (11,632) Minority interest in net income of subsidiaries...... (209) (2,150) --------- --------- Income from continuing operations.................... 4,027 16,829 Income from discontinued operations, net of taxes.... -- 430 --------- --------- Net income........................................... $ 4,027 $ 17,259 ========= ========= Income per common share: Continuing operations.......................... $ .22 $ .92 Discontinued operations........................ $ -- $ .02 --------- --------- Net Income..................................... $ .22 $ .94 ========= ========= Weighted average shares.............................. 18,549 18,409 ========= =========
See accompanying notes to condensed consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) (Unaudited)
For the Three Months Ended March 31, ---------------------- 1997 1996 -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM: Operating Activities: Income from continuing operations ........................ $ 4,027 $ 16,829 Adjustments to reconcile income from continuing operations to net cash provided by operations: Depreciation........................................ 3,026 2,303 Amortization........................................ 1,699 804 Change in minority interest......................... 209 2,150 Gain on the sale of property........................ (253) -- Gain on the sale of equity investment............... -- (20,550) Changes in working capital.......................... (4,650) 1,577 Other............................................... (1,098) 1,552 --------- --------- Net cash provided by operations.............................. 2,960 4,665 --------- --------- Investing Activities: Capital expenditures...................................... (2,324) (5,633) Acquisition of business................................... (526) -- Proceeds from the sale of property........................ 1,524 -- Proceeds from the sale of equity investment............... -- 29,400 Other..................................................... 3 160 --------- --------- Net cash provided by (used in) investing activities.......... (1,323) 23,927 --------- --------- Financing Activities: Borrowings................................................ 10,282 -- Repayment of borrowings................................... -- (33,741) Treasury stock repurchase................................. (10,132) -- Exercise of stock options................................. 185 3,005 --------- --------- Net cash provided by (used in) financing activities.......... 335 (30,736) --------- --------- Effect of exchange rates .................................... (350) 88 --------- --------- Net cash used by discontinued operations..................... -- (601) --------- --------- Cash and Cash Equivalents: Net change during the period.............................. 1,622 (2,657) Balance, beginning of period.............................. 6,116 16,842 --------- --------- Balance, end of period.................................... $ 7,738 $ 14,185 ========= =========
See accompanying notes to condensed consolidated financial statements. OAK INDUSTRIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The condensed consolidated financial statements have been prepared by Oak Industries Inc. (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made in this report are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Oak Industries Inc. and subsidiaries as of March 31, 1997 and December 31, 1996, and the results of their operations and cash flows for the three month periods ending March 31, 1997 and 1996 have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. 2. During the Company's 1997 first quarter, the Company received authorization from its Board of Directors and its banks to repurchase stock in an amount not to exceed $50.0 million. The Company will use the repurchased stock for its stock plans and for other corporate purposes. As of March 31, 1997, the Company had spent $10.1 million to repurchase 498,400 shares of its common stock. The Company subsequently purchased an additional 558,900 shares for $10.4 million through May 14, 1997. 3. In February of 1997, the Company purchased certain assets associated with the gas regulator product line of Leemco, Inc. ("Leemco") for approximately $1.0 million, including consolidation and transaction expenses. Of the total purchase price, the Company paid $0.5 million in cash and $0.2 million in the form of a promissory note. As a result of the transaction, the Company will amortize goodwill in the amount of $0.4 million over the next 20 years. 4. In February of 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share." The Company is required to adopt SFAS No. 128 effective as of the last quarter of 1997. The impact of SFAS No. 128 would not have been significant for the quarter ended March 31, 1997. The impact of SFAS No. 128 for the quarter ended March 31, 1996 would have been an additional $0.04 to income per common share. 5. The Company paid interest on debt during the first quarters of 1997 and 1996 in the amounts of $2.4 million and $2.0 million, respectively. Income taxes paid during the three months ended March 31, 1997 and 1996 were $0.4 million and $0.6 million, respectively. 6. Certain items in the 1996 financial statements have been reclassified to conform with 1997 presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales decreased 7.2% to $73.0 million in the first quarter of 1997 from $78.7 million in the first quarter of 1996. The decrease in net sales resulted primarily from lower sales of the Company's communications components business. Net income decreased to $4.0 million in the first quarter of 1997 from $17.3 million in the first quarter of 1996, in large part because net income in the first quarter of 1996 included a nonrecurring net gain of $10.9 million. This nonrecurring net gain reflected a gain of $20.5 million from the sale of the Company's equity investment in Video 44 less certain nonrecurring asset write downs and other charges of $3.0 million and a tax impact of these unusual items totaling $6.6 million. Of the $3.0 million pre-tax charge, $1.1 million was taken against cost of sales, $1.0 million was taken against selling, general, and administrative expenses, and $0.9 million was taken against equity in net income (loss) of affiliated companies. Excluding the foregoing nonrecurring items and income from discontinued operations of $0.4 million, the Company's net income from the first quarter of 1996 was $6.0 million. The Company's results of operations for the first quarters of 1997 and 1996 are summarized as follows (in millions):
Q1 1997 Q1 1996 ------- ------- Net income excluding unusual items......... $ 4.0 $ 6.0 Gain on sale of equity investment.......... -- 20.5 Asset write downs and other charges........ -- (3.0) Tax impact of unusual items................ -- (6.6) Income from discontinued operations........ -- 0.4 ------ ------ Net income as reported..................... $ 4.0 $ 17.3 ====== ======
COMMUNICATIONS COMPONENTS The Company's communications components revenues decreased 11.9% in the first quarter of 1997 from revenues in the comparable prior year period. The decrease reflects lower Gilbert Engineering Co., Inc. ("Gilbert") sales resulting from a shipment moratorium implemented by Gilbert's largest customer in October of 1996. This customer made no purchases from Gilbert during the first quarter of 1997, and the Company is uncertain as to when the customer will purchase from Gilbert in the future. The decline in Gilbert's revenues in the first quarter of 1997 was offset in part by an increase in revenues from Lasertron Inc.'s sales of fiber optic components. A significant contract between Gilbert and its largest customer will expire on December 31, 1997. The impact, if any, of the expiration of the contract on the Company's business cannot be determined at this time. CONTROLS COMPONENTS The Company's controls components revenues for the first quarter of 1997 reflected modest growth from revenues for the same period in 1996. Controls components growth resulted from increased demand for sensing devices and modest sales growth of components for gas cooking. GROSS PROFIT The gross profit margin for the first quarter of 1997 was 34.3% compared to 39.8% (excluding the unusual items described above) for the first quarter of 1996. The decrease is attributable to lower volume sales of high margin communications components coupled with adverse manufacturing variances at Gilbert resulting from a decrease in production volumes. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses (excluding the unusual items described above), decreased $0.5 million from expenses in the comparable prior year period. Selling, general and administrative expenses as a percentage of sales increased to 21.8% in the first quarter of 1997 from 20.9% in the first quarter of 1996 due to increased amortization of intangible assets resulting from the Company's purchase of an additional interest in Gilbert in late 1996. INTEREST EXPENSE Interest expense increased to $2.5 million in the first quarter of 1997 from $1.8 million in the first quarter of 1996. The increase reflects the Company's additional borrowings to finance the purchase of an additional 24.5% interest in Gilbert in late 1996 and stock repurchases under the Company's stock repurchase program. INTEREST INCOME Interest income decreased to $0.08 million in the first quarter of 1997 from $0.1 million in the first quarter of 1996 as a result of a decrease in the Company's average cash balances. EQUITY IN NET INCOME (LOSS) OF AFFILIATED COMPANIES Equity in net income (loss) of affiliated companies in the first quarter of 1997 improved by $1.0 million from the first quarter of 1996, primarily because equity in net income (loss) of affiliated companies in the first quarter of 1996 reflected the write down of certain assets included in the unusual items described above. MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES Minority interest in net income of subsidiaries in the first quarter of 1997 decreased $1.9 million from the first quarter of 1996 as a result of the Company's purchase of an additional 24.5% interest in Gilbert in late 1996 and a decrease in Gilbert's revenues. LIQUIDITY AND CAPITAL RESOURCES Cash flow from operations totaling $3.0 million in the first quarter of 1997 represented a decrease of $1.7 million from cash flow generated in the first quarter of 1996. The decrease resulted primarily from lower income from continuing operations combined with an increase in the amount of working capital used. The Company decreased its capital spending to $2.3 million in the first quarter of 1997 from $5.6 million in the first quarter of 1996. Capital expenditures in the first quarter of 1996 included investments to increase capacity at Gilbert. As of May 14, 1997 the Company had spent $20.5 million to repurchase 1,057,300 shares of its common stock. The Company was originally authorized to purchase shares of its stock in an amount not to exceed $50 million. The Company and Gilbert management currently own 92.5% and 7.5%, respectively, of Gilbert. The Company will purchase one half of management's interest in Gilbert in the third quarter of 1997 at a price equaling a multiple of Gilbert's earnings before interest, taxes, and amortiization expense for the twelve month period immediately preceding the closing date of the purchase. The Company will purchase the remainder of Gilbert management's interest no later than October 30, 1998 on substantially the same pricing terms. The Company will finance the purchase with cash generated by operations and borrowings under the Company's credit facility. The Company believes that funds generated by operations and from its existing cash balances and its available credit facility will be sufficient to fund the Company's ongoing operations for the next year. RISKS AND UNCERTAINTIES Revenues from sales of communications components will account for a majority of the Company's future revenues. Although demand for these products has grown in recent years with the buildout of communications networks in domestic and international markets, a decrease in the rate of infrastructure construction or upgrade programs could have an adverse impact on the Company's results of operations. The communications industry is very competitive and is characterized by rapid technological change, new product development, product obsolescence and evolving product specifications. Additionally, price competition in this market is intense with significant price erosion over the life cycle of a product. The ability of the Company to compete successfully depends on the continued introduction of new products and ongoing manufacturing cost reduction. The Company believes that it will continue to see varying degrees of price pressure across all product lines. These price pressures, if not offset by cost reductions, could result in lower average gross margins. Sales of the Company's controls components are in large part dependent on the production level of a few North American appliance manufacturers, which in turn is sensitive to the strength of the economy, including housing starts, consumer disposable income and interest rates. Adverse changes in the economy could have a negative impact on the Company's financial results. The Company currently buys a number of raw materials from single sources. In most cases there are readily available and qualified external alternative sources of supply. Although the Company does not at this time have a qualified second external source for one critical component used in the production of fiber optic modules, management believes there are other suppliers that could provide a like quality product on comparable terms. A change in suppliers for this product could cause a delay in manufacturing and adversely impact operating results. The Company must comply with governmental regulations relating to the environment. The cost of compliance with environmental regulations in 1996 was immaterial and is not expected to have a material effect on capital expenditures or operating results in 1997. Various pending or threatened legal proceedings by or against the Company or one or more of its subsidiaries involve alleged breaches of contract, torts and miscellaneous other causes of action arising in the course of business. The Company's management, based upon advice of legal counsel representing the Company with respect to each of these proceedings, does not believe any of these proceedings will have a significant impact on the Company's consolidated financial position. The Company's international operations and its results could be affected by changes in policies of foreign governments and in social and economic conditions outside the U.S. including civil unrest, changing inflation and foreign exchange rates, and trade restrictions or prohibitions. Any of the foregoing could have an adverse effect on future results. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Reference is made to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit Index (10) Amendment No. 1 dated as of December 13, 1996 to the credit agreement dated as of November 1, 1996 among Oak Industries Inc. and the lenders from time to the time party thereto and The Chase Manhattan Bank, as administrative agent and issuing bank filed herewith. (27) Financial Data Schedule (Submitted only to the Securities and Exchange Commission in electronic format for its information only). (b) Reports on Form 8-K: No reports on Form 8-K were filed during the first quarter ended March 31, 1997. OAK INDUSTRIES INC. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OAK INDUSTRIES INC. Date: May 14, 1997 /s/ Francis J. Lunger Francis J. Lunger Senior Vice President and Chief Financial Officer EX-27 2 FDS
5 1,000 3-MOS Dec-31-1997 Mar-31-1997 7,738 0 45,657 0 51,659 130,768 145,357 81,080 377,390 43,885 0 184 0 0 165,377 377,390 73,042 73,042 47,956 47,956 0 0 2,481 6,833 2,597 4,027 0 0 0 4,027 .22 .22
EX-10 3 AMENDMENT NO. 1 TO CREDIT AGREEMENT CONFORMED COPY AMENDMENT NO.1 dated as of December 13, 1996 (this "Amendment"), to the Credit Agreement referred to below among OAK INDUSTRIES INC., a Delaware corporation (the "Borrower"), the lenders party hereto and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). A. The parties hereto have entered into a Credit Agreement dated as of November 1, 1996 (the "Credit Agreement"). B. The Borrower has requested that certain terms of the Credit Agreement be amended and the Required Lenders are willing, on the terms and subject to the conditions set forth below, to agree to amend the Credit Agreement as provided herein. C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: SECTION 1. Amendment to Section 6.06(a). Section 6.06(a) of the Credit Agreement is amended and restated in its entirety as follows: SECTION 6.06. Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its Capital Stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other pro rata distributions to the Borrower, (ii) the Borrower and the applicable Subsidiaries may complete the Connector Purchase and the Gilbert Purchase, (iii) prior to the completion of the Gilbert Purchase, Gilbert may declare and pay dividends and make other distributions with respect to its Capital Stock to Gilbert Management, (iv) the Borrower may repurchase its common stock for aggregate consideration not in excess of $50,000,000 for all such purchases after the date of this amended Agreement; provided that the average purchase price per share of repurchased common stock shall not exceed $25 and (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former officers and former employees (or their legal representatives) in the ordinary course of business in accordance with any duly instituted stock option plan. SECTION 2. Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that: (i) Before and after giving effect to this Amendment, the representations and warranties set forth in Section 3 of the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (ii) Before and after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing. SECTION 3. Condition to Effectiveness. This Amendment shall become effective upon the date when the Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders. SECTION 4. Credit Agreement. Except as specifically stated herein, the provisions of the Credit Agreement are and shall remain in full force and effect. SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine and Moore, counsel for the Administrative Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. OAK INDUSTRIES INC., by /s/ Pamela F. Lenehan Name: Pamela F. Lenehan Title: Senior Vice President THE CHASE MANHATTAN BANK, individually and as Agent, by /s/ Ann B. Kerns Name: Ann B. Kerns Title: Vice President ABN AMRO BANK N.V., Boston Branch, by: ABN AMRO North America, Inc., as Agent by /s/ Carol A. Levine Name: Carol A. Levine Title: Senior Vice President by /s/ James E. Davis Name: James E. Davis Title: Vice President NATIONSBANK OF TEXAS, N.A., by /s/ Brent W. Mellow Name: Brent W. Mellow Title: Vice President LTCB TRUST CO., by /s/ Noboru Kubota Name: Noboru Kubota Title: Senior Vice President THE ROYAL BANK OF SCOTLAND PLC - NEW YORK BRANCH, by /s/ Russell M. Gibson Name: Russell M. Gibson Title: Vice President and Deputy Manager THE FIRST NATIONAL BANK OF BOSTON, by /s/ Christopher Francis Name: Christopher Francis Title: BHF-BANK AG, by /s/ Linda Pace Name: Linda Pace Title: Senior Vice President by /s/ Perry Formen Name: Perry Formen Title: Vice President MELLON BANK, N.A., by /s/ Steven J. Wagner Name: Steven J. Wagner Title: Relationship Officer FIRST UNION NATIONAL BANK OF NORTH CAROLINA, by /s/ Mark M. Harden Name: Mark M. Harden Title: Vice President FLEET NATIONAL BANK, by /s/ Roger C. Boucher Name: Roger C. Boucher Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----