-----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, FMr2U5DzwT2Q7+4CnGZZNb2TI8mx7+B3zgch3htCpSgXskUyV0dxfIATUT69WqFF 3bp9HyoUfJy48Xgu5j1q3A== 0000950136-96-000441.txt : 19960613 0000950136-96-000441.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950136-96-000441 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960611 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO TOYS INC CENTRAL INDEX KEY: 0000786130 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 133319358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09357 FILM NUMBER: 96579193 BUSINESS ADDRESS: STREET 1: 6000 MIDLANTIC DR CITY: MT LAUREL STATE: NJ ZIP: 08054-1516 BUSINESS PHONE: 6092347400 MAIL ADDRESS: STREET 1: BAER MARKKS & UPHAM STREET 2: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 10-K/A 1 AMENDED FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 13, OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 TYCO TOYS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) COMMISSION FILE NO. 1-9357 AMENDMENT NO. 1 The undersigned registrant hereby amends the following items of its Annual Report for the Year ended December 31, 1995 on Form 10-K as set forth in the pages attached hereto: PART I: ITEM 1. BUSINESS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. TYCO TOYS, INC. By /s/ Harry J. Pearce ----------------------------------- Harry J. Pearce Vice Chairman and Chief Financial Officer Dated: June 11, 1996 ITEM 1. BUSINESS Tyco designs and markets, on a worldwide basis, a broad range of toy products. The Company includes Tyco Toys, Inc. (the Company, Tyco or Tyco Toys) and its direct and indirect wholly-owned subsidiaries. Principal subsidiaries include Tyco Industries Inc. (Tyco Industries), Tyco (Hong Kong) Ltd., Tyco Manufacturing Corp., Tyco Distribution Corp., Tyco Manufacturing (Europe) Inc., Tyco Funding I Corp., Tyco Funding II Corp., Tyco Toys (UK) Ltd., Matchbox Toys, Ltd., Tyco Toys (France) S.A., Tyco Toys (Canada) Inc., Tyco Toys Europe n.v., Tyco Toys (Benelux) n.v., Tyco Matchbox (Deutschland) GmbH, Tyco Toys (Espa|fna) S.A., Tyco Preschool Toys Inc. (Tyco Preschool), Ensue|fno- Tyco Toys de Mexico, Tyco Services Inc., Universal Product Innovations, Inc., Tyco Toys (Switzerland) A.G., Tyco Toys GmbH and Tyco Toys (New Zealand) Pty. Ltd. Tyco owns a 75% interest in Croner-Tyco Toys Pty., Ltd., an Australian Company, and a 50% interest in Rivergate Partnership L.P., an operator of warehousing space in Portland, Oregon. Tyco also owns interests in foreign joint venture entities including a manufacturing entity in Thailand, and three manufacturing entities and one tool-making entity in the Peoples Republic of China. The Company markets its toys through three separate marketing groups: Domestic (Tyco U.S.), International, and Tyco Preschool. TYCO U.S. In 1995, Tyco's domestic sales rose approximately 3% and the U.S. division, which designs and develops most of the toys marketed by the Company around the world, improved its operating results for the second successive year. An ongoing focus on strengthening the Company's core brands and the successful introduction of new toys contributed to the improved results of this group in 1995. Core product categories of the Company include Radio Control, Matchbox(Registered Trademark), Large Dolls, Magna Doodle(Registered Trademark), Electric Racing, Games, View-Master(Registered Trademark), Plush, Activity and Preschool Toys. Radio Control Tyco Radio Control toys are wireless battery-operated toy vehicles designed for speed and perform- ance. Tyco maintains the largest market share in the radio control toy category. In 1995, Tyco's line featured the top selling 6.0V Jet Turbo(Registered Trademark) Rebound 4x4(Trademark) and the Harley-Davidson(Registered Trademark) Radio Control Motorcycle. For 1996, Tyco's line will include the 6.0V Jet Turbo Dagger(Trademark), a three wheeled dragster, the 6.0V Jet Turbo Samurai(Trademark) racing motorcycle, the 9.6V Turbo Mutator(Trademark) as well as the return of Rebound 4x4(Trademark). Matchbox(Registered Trademark) Matchbox(Registered Trademark) toys are authentic metal die-cast miniature toy vehicles and push-around playsets. Matchbox(Registered Trademark) is among the Company's largest core brands. In 1996, Tyco is expanding this line to include Action System(Trademark), a new track system featuring interconnecting, interchangeable track and traditional playsets. In 1995, the line grew by over 5% primarily as a result of the Collectibles business and the new Zero G(Trademark) action track system. In addition, the Company is further developing the Matchbox Collectibles business in 1996 by adding new product to the core line of vehicles including Peterbilt(Trademark) Tractor Trailer replicas and an expansion of its fire engine series. Large Dolls Large Dolls are greater than 11 1/2 inches and usually incorporate mechanical or electronic features. The Company is among the market leaders in the large doll category. In 1996, the Company will market several TV-advertised large dolls including a new version of My Newborn Nancy(Trademark). Brand new for 1996 are the value-priced Baby Wiggles 'n Giggles(Trademark), and Milk 'n Cookies Baby(Trademark). Tyco is also expanding its line of promoted Kenya(Registered Trademark) African-American dolls with Bedtime Kenya(Trademark), which comes with a book featuring an African-American story, and Hairplay Fun Kenya(Trademark), which allows girls to create designer hairstyles. 2 Magna Doodle(Registered Trademark) Magna Doodle(Registered Trademark) drawing toys and accessories feature the Magna Doodle(Registered Trademark) erasable magnetic drawing board. Magna Doodle(Registered Trademark) continues to be the number one selling drawing toy worldwide. The Company's 'try-me' packaging and second year of parent-directed advertising helped increase Magna Doodle sales in 1995. In 1995, the Company also introduced the Magna Doodle(Registered Trademark) 3-in-1 Play Center(Trademark), a child's table-top desk with three board surfaces for doodling, drawing and playing with building blocks. In 1996, the Color Doodler(Trademark), an erasable color marker board set is being added to the line. Electric Racing Tyco electric racing sets include slot cars and slotted tracks in a variety of configurations. Tyco continues to maintain a leading market share in the electric racing category. For 1996, the Company will feature 1995's successful Haunted Highway(Trademark) race set which highlights a monster's rolling eyeball as an obstacle and Super Cliff Hangers(Trademark) race sets with cars that race up a wall, upside down and through a loop. New in 1996 will be Gravity Twisting Cliff Hanger(Trademark) which, along with the existing race sets for 1996, will offer Tyco's faster Magnum X-3(Trademark) cars. In 1996 Tyco will be introducing a new concept in racing. Combining Tyco's skills in both the radio control and racing categories, the Radio Control Speedway(Trademark) features two full function radio control trucks and a racetrack layout. Games Tyco Classic Games, feature a variety of well-known games for children and adults. Tyco's core game business growth is based on the continued strength of classic games such as Toss Across(Registered Trademark), Rock 'em Sock 'em Robots(Registered Trademark), Jeopardy!(Registered Trademark), Wheel of Fortune(Registered Trademark), Magic 8 Ball(Registered Trademark), Rebound(Registered Trademark) and Kerplunk(Registered Trademark). In 1996, four new games are being introduced: Pickin Chickens(Trademark), an action game of collecting chicken eggs; Power Zone(Trademark), an arcade-like turbo-disk shooting action game; Up for Grabs(Trademark), an interactive word game; and Game Babies(Trademark), a series of action games featuring miniature baby-shaped playing pieces. View-Master(Registered Trademark) View-master(Registered Trademark) viewers, reels and toys provide 3-D viewing images for children of all ages. Tyco's View-Master(Registered Trademark) line continues to hold the dominant market share in this category. In 1996, new story reels featuring Disney classics like the Hunchback of Notre Dame, 101 Dalmatians and Toy Story, along with titles based upon Flipper and Spiderman join the existing inventory of titles offered. Other Toys GIRLS' TOYS Tyco's line of plush or soft toys has continued to expand in 1995 led by the successful introduction of Doodle Bear(Trademark). In 1996, Doodle Bear(Trademark) is further expanded to include Doodle Pets(Trademark) and Secret Message Doodle Bear(Trademark). Two value-priced plush products, Doggie Bag Doggies(Trademark), little puppies with a unique packaging concept and the Lil' Fursons(Trademark) line of fluffy creatures will be added to the 1996 line. Tyco will also offer an electronic talking plush doll in 1996, Real Talkin' Bubba(Trademark). Tyco will be offering a new line of diecast kitchen, food and dining miniatures in 1996 called Kitchen Littles(Trademark). The line is designed for girls' role-playing and is scaled to be compatible with all fashion dolls so that the products will also have a place in the fashion doll accessory market. ACTIVITY TOYS Tyco's Doctor Dreadful(Trademark) 'looks gross, tastes great' playsets were very successful in 1995, and an expanded line for 1996 will feature the new Doctor Dreadful MD(Trademark) line of products. A more conventional cooking line is also available with Tyco's Watch-It Bake!(Registered Trademark) Oven and 3-Minute Ice Cream Maker(Registered Trademark). In 3 addition, Tyco's lines of science and crafts sets return in 1996. Fingernail Fun(Trademark), which provides for fingernail decorating play, and Scrunch 'n Wear Minis(Trademark), which allows girls to make the latest fashion hairwear, will also be joining the Fashion Magic(Registered Trademark) girls' activity line. CHILDREN'S ELECTRONICS In 1996, Tyco will be entering a new category, Children's Electronics. The Company's proprietary product in this category is Tyco VideoCam(Trademark), a child's video camera. Key features of this product are its $100 retail price, which is significantly less than adult video cameras, its point-and-shoot, easy-to-use design, and its durability. DIRECT IMPORT For 1996, Tyco US will be marketing a line of products offered on a letter of credit basis (direct import) which was previously sold by its Tyco Playtime division. Certain of the products are lower cost versions of Tyco's promoted brand names, for example, Matchbox(Registered Trademark) or Doodle Bear(Trademark). In addition, 1996 direct import products will continue to include well known dolls from the past, such as Tiny Tears(Registered Trademark) and Betsy Wetsy(Registered Trademark). A new line of plush toys also will be introduced in 1996 using the brand name of the successful direct marketing company, Vermont Teddy Bears(Trademark). TYCO INTERNATIONAL In 1996, the Company's International subsidiaries will continue to market products developed by the Tyco U.S. business unit as well as, in select countries, third-party product. The Company's International subsidiaries accounted for approximately 34% of 1995's consolidated sales. In order to reduce its operating costs, the Company extensively reorganized its International operations in 1995. As part of the restructuring, the Company consolidated the marketing and administrative functions of its subsidiaries in Germany, France and Benelux into the Company's newly created European Headquarters in Belgium. In the United Kingdom, the Company consolidated its Tyco and Matchbox operations. The Company is also closing its manufacturing facility located in Temse, Belgium and its distribution facility located in the United Kingdom. TYCO PRESCHOOL In 1996, new Sesame Street(Registered Trademark) toys will be added to the historically popular line of Sesame Street products including new plush, talking and promotional lines. Tyco Preschool will also expand the product offering of its Looney Tunes Lovables(Trademark) line, which is based on Warner Bros.' characters as toddlers. Two new Sesame Street products, 1-2-3 Melody Keys(Trademark) and Tickle me Elmo(Trademark), will be marketed with television advertising in 1996. During 1995, the Company also restructured its Tyco Playtime Unit whereby its non-preschool products and certain administrative functions were consolidated into Tyco U.S. As part of the program, Tyco Playtime was renamed Tyco Preschool with its focus on the profitable long-term growth of the preschool business, primarily Sesame Street(Registered Trademark) toy products. In connection with this focus, Children's Television Workshop (CTW), designated the Company as its primary toy licensee in June 1995. Under the terms of the agreement, Tyco will nearly double the number of Sesame Street(Registered Trademark) product categories, including the plush toy category. The Company was also awarded the rights to several additional categories including pop-up toys, figurines, talking phones, and diecast vehicles. SEASONALITY AND BACKLOG The toy industry is highly seasonal due to heavy consumer demand for toy products during the December holiday season. Traditionally, orders received by toy manufacturers in the first six months range between 55% to 90% of total calendar year orders, while shipments for that period represent 30% to 40% of the year's total. Due to these significant fluctuations, the results of operations for any quarterly period are not necessarily indicative of the results of operations for the full year. 4 The timing of orders is largely influenced by the degree of consumer demand for a product line, inventory levels at retailers, marketing strategies and overall economic conditions. The Company's fulfillment of its order backlog is dependent upon manufacturing capacity and the extent to which orders may be received and/or cancelled due to changes in consumer demand. The backlog of orders for the Company's products at December 31, 1995 was approximately $70,000,000. The Company believes that the backlog at December 31, 1995 will be filled by December 31, 1996, however, product shortages, cancellations, returns and allowances may reduce the amount of net sales realized from the fulfillment of backlog orders. DESIGN AND DEVELOPMENT The Company is engaged in a continuing product development and packaging design program. The Company spent $20,740,000, $17,519,000 and $19,062,000 in the years ended December 31, 1995, 1994 and 1993, respectively, for this program. The Company employs its own designers, artists, model makers, and product engineers, and also utilizes independent inventors who submit their ideas and designs. Typically, the Company acquires exclusive rights from inventors to market such items under agreements which provide for royalty payments to the designer or inventor for varying periods. MARKETING AND DISTRIBUTION The Company markets its products in the United States to large retail chains, wholesalers and independent retailers through full-time salesmen and several independent sales representative organizations. The Company markets its products internationally in various foreign countries through its subsidiaries and licensees. International sales accounted for approximately 34%, 40% and 41% of the Company's sales in the three years ended December 31, 1995, 1994 and 1993, respectively. For the years ended December 31, 1995, 1994 and 1993, approximately 62%, 59% and 54%, respectively, of the Company's net sales were attributable to its ten largest customers. For the years ended December 31, 1995, 1994 and 1993, Toys "R" Us, Inc. (Toys "R" Us), a chain of retail toy stores, accounted for 25%, 27% and 24%, respectively, of Company revenues. During the three years ended December 31, 1995, Wal-Mart Stores, Inc. (Wal-Mart), a chain of discount stores, accounted for approximately 13%, 10% and 9%, respectively, of net sales. No other customer accounted for more than 10% of net sales during these periods. The Company's business would be adversely impacted in the event that it lost either Toys "R" Us or Wal-Mart as a customer. Based on its dealings with Toys "R" Us and Wal-Mart, to date, the Company believes that its relationships with them are good and it has no reason to expect such a development. The primary competitive factors with respect to the Company's products are consumer identification, price, play-value and quality of manufacturing. The Company utilizes a high level of product promotion primarily through advertising in order to retain consumer recognition of, and commercial success for, its product lines. The Company's advertising program is similar to other companies in the toy industry in that most of its advertising budget is allocated to children-oriented television programming. In 1995, 1994 and 1993, the Company's expenditures for marketing, advertising and promotion were approximately 23%, 23% and 25% of net sales, respectively. TRADEMARKS The Company markets its products under a variety of trademarks, some of which are not owned by the Company and for which the Company pays a royalty. In 1995, the most important of these were Tyco(Registered Trademark), View-Master(Registered Trademark), 9.6V Turbo(Registered Trademark), Matchbox(Registered Trademark), Doctor Dreadful(Trademark), 6.0V Jet Turbo Rebound(Trademark), Doodle Bear(Trademark) and Kenya(Registered Trademark), all of which are owned by the Company, and the licensed trademarks, Sesame Street(Registered Trademark), Kitty Kitty Kittens(Registered Trademark), Looney Tunes(Registered Trademark), Magna Doodle(Registered Trademark) and Harley-Davidson(Registered Trademark). License agreements for certain trademarks require minimum guaranteed royalty payments over the term of the license. Reference is made to note 10 of the Notes to Consolidated Financial Statements. 5 COMPETITION The toy industry is highly competitive. Among the Company's competitors are larger toy companies, such as Mattel and Hasbro, which are better capitalized, and some small domestic and foreign toy and entertainment product manufacturers, importer and marketers. Some of these competitors make and distribute radio controlled toys, large dolls, games and activity toys, diecast vehicles, preschool toys and other products in the Company's core categories. The Company's principal strength in this competition are its large market share in core categories, dominance of certain categories, and its reputation for high quality, high performance products. MANUFACTURING AND SUPPLIERS Tyco (Hong Kong) Ltd. negotiates with factories throughout the Orient for the manufacture of various Tyco products. Products obtained by Tyco (Hong Kong) Ltd. are shipped to facilities of the Company or its licensees where they are packaged and/or distributed. The Company's radio control toy products are manufactured in the Orient exclusively by Taiyo Kogyo Co., Ltd., a company in which Tyco holds an 18.5% ownership interest. Reference is made to note 14 of the Notes to Consolidated Financial Statements. The View-Master product line is manufactured in Beaverton, Oregon. The Matchbox product line is manufactured primarily at joint venture facilities in Thailand and the People's Republic of China. The Company's suppliers utilize manufacturing facilities located in China, Hong Kong and other Asian countries. The Company could be adversely affected by political or economic disruptions affecting businesses in or trade with such countries. The most favored nation (MFN) status for China was extended until June 1996. If the United States Congress were to override such extension or place significant conditions on MFN status for China or if such MFN status should terminate for any other reason, the result would be the imposition of burdensome duties on toys made in China and imported into the United States. The European Community has also imposed limitations on the importation of Chinese products. To date, such regulations have not materially affected the Company. The Company believes that it has the ability to develop, over a period of time, adequate alternative sources for the products obtained from its present foreign suppliers should such alternative sources be required. However, if the Company is prevented from acquiring products from its joint venture partners and suppliers in the Far East, the Company's operations would be seriously disrupted, resulting in a significantly adverse financial impact. The Company maintains close contact with its subcontractors in Hong Kong, China, Singapore, Malaysia, Taiwan, Thailand and Indonesia through its employees in various Far East locations. Packaging materials, plastics and resins and other raw materials essential to the production and marketing of the Company's products are obtained from a variety of sources around the world. These materials are currently in adequate supply and the Company does not anticipate shortage of any such raw materials in the foreseeable future. ENVIRONMENTAL REGULATION The Company also complies with various federal, state and local provisions relating to the protection of the environment. These provisions do not have any material effect on the Company. EMPLOYEES As of December 31, 1995, the Company employed approximately 2,200 people, including approximately 1,000 in various foreign countries. In the opinion of management, the Company has good working relations with its employees. 6 ITEM 3. LEGAL PROCEEDINGS Reference is made to note ten of the Notes to Consolidated Financial Statements and to pages 18 and 19 of Item 7 of this report. Italian Litigation In May, 1994, Johnny Fassi, the former managing director of the Company's Italian sales and marketing subsidiary initiated actions before a Milan Tribunal in Italy against the Company alleging breach of a letter of intent with the plaintiff for the sale of the subsidiary. The Company is awaiting the court's decision in this matter. In the opinion of management and its outside counsel, the Company has meritorious legal and factual defenses to the claims made in this litigation, and the outcome is not likely to have a material adverse impact on the Company's earnings, financial condition or liquidity. The Trustee liquidating the Italian subsidiary has also lodged claims against the former managing director on behalf of the subsidiary. U.S. Customs In 1992, the U.S. Customs Service issued a penalty notice of an assessment for lost duty in the amount of $1,500,000, penalties for gross negligence of $5,800,000, and penalties for fraud of $5,600,000. All of the claims arise from activities of the Company's View-Master subsidiary for periods prior to its acquisition by the Company in 1989. Management and the Company's outside counsel are of the opinion that the Company has legal and factual defenses to the penalty claims made by the U.S. Customs Service, and that the outcome of the proceedings relating to these claims, which proceedings may be protracted, are not likely to have a material adverse impact on the earnings, financial condition or liquidity of the Company. Environmental Litigation Tyco Industries, a subsidiary of the Company, is a party to three matters arising out of waste hauled by a transporter to various sites, including the GEMS Landfill. In litigation relating directly to remediation of the GEMS Landfill operation pending since 1984 in U.S. District Court in Camden, New Jersey, and captioned "State of New Jersey Department of Environmental Protection (NJDEP) vs. Gloucester Environmental Management Services, Inc.," Tyco Industries has signed a Consent Order and Trust Agreement and made a settlement contribution of an amount not material to Tyco Industries. In another matter pending in Superior Court in Gloucester County, New Jersey and captioned "Keating and Diegal vs. Tyco Industries et al," homeowners adjacent to the GEMS Landfill have filed class action claims against approximately 150 defendants, including Tyco Industries, for various types of unspecified monetary damages, including punitive damages. In management's opinion, there are meritorious factual and legal defenses to these claims. In the third matter, an NJDEP administrative proceeding commenced in 1990 and captioned "In Re Jonas Transfer Station, Deptford Township, Gloucester County, NJ," the NJDEP is asserting claims for remediation expenses at a different site in Sewell, New Jersey used as a waste transfer station by the same transporter involved in the other two matters. In the opinion of management of the Company and its outside counsel, none of these three matters is likely to have a material adverse impact on the earnings, financial condition or liquidity of the Company. In addition, the Company will receive a contribution from a third party towards certain expenses in these matters. Other Litigation The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's earnings, financial condition or liquidity. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 1995, the Company issued to Corporate Advisors, L.P. and its affiliates additional shares of Series B Voting Convertible Preferred shares valued at $3,200,000 in lieu of cash dividends, pursuant to the terms of the Series B Preferred shares issued in 1994. Jonathan Kagan and David Golub, Directors of the Company, are officers of Corporate Advisors L.P., which made the original investment on behalf of others. 7 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. TYCO TOYS, INC. (Registrant)
SIGNATURE POSITION DATE - ---------------------------------- ------------------------------ ----------------- * Chairman of the Board and June 11, 1996 - ----------------------------------- Director Richard E. Grey /s/Gary Baughman President, Chief Executive June 11, 1996 - ----------------------------------- Officer, and Director Gary Baughman (Principal Executive Officer) /s/Harry J. Pearce Vice Chairman, Chief Financial June 11, 1996 - ----------------------------------- Officer, and Director Harry J. Pearce (Principal Financial and Accounting Officer) * Director June 11, 1996 - ----------------------------------- Arnold Thaler * Director June 11, 1996 - ----------------------------------- Joel M. Handel * Director June 11, 1996 - ----------------------------------- John A. Canning, Jr. * Director June 11, 1996 - ----------------------------------- David B. Golub * Director June 11, 1996 - ----------------------------------- Jerome I. Gellman * Director June 11, 1996 - ----------------------------------- Jonathan H. Kagan * Director June 11, 1996 - ----------------------------------- Timothy J. Danis * Director June 11, 1996 - ----------------------------------- Dr. LaSalle D. Leffall, Jr. By: /s/R. MICHAEL KENNEDY, JR. - ----------------------------------- R. Michael Kennedy, Jr. Attorney-in-Fact
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