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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year Commission file number 1-4141
ended February 27, 1999
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 13-1890974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Paragon Drive, Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 201-573-9700
Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock - $1 par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at May 3, 1999 was $546,085,554.
The number of shares of common stock outstanding at May 3, 1999 was
38,290,716.
Documents Incorporated by Reference
The information required by Part I, Items 1(d) and 3, and Part II, Items 5,
6, 7 and 8 are incorporated by reference from the Registrant's 1998 Annual
Report to Shareholders. The Registrant has filed with the S.E.C. since the
close of its last fiscal year ended February 27, 1999, a definitive proxy
statement. Certain information required by Part III, Items 10, 11, 12 and 13
is incorporated by reference from the proxy statement in this Form 10-K.
PART I
ITEM 1. Business
General
The Great Atlantic & Pacific Tea Company, Inc. ("A&P" or the "Company") is
engaged in the retail food business. The Company operated 839 stores
averaging approximately 35,247 square feet per store as of February 27, 1999.
In addition, the Company began franchising its Canadian Food Basics stores in
fiscal 1995. As of February 27, 1999, the Company had 55 Food Basics
Franchise stores in Canada averaging approximately 27,953 square feet per
store. On the basis of reported sales for fiscal 1998, the Company believes
that it is one of the ten largest retail food chains in the United States and
that it had the largest market share in metropolitan New York and Detroit,
and the second largest market share in the Province of Ontario, the Company's
largest single markets in the United States and Canada.
Operating under the trade names A&P, Super Fresh, Sav-A-Center, Farmer Jack,
Kohl's, Food Emporium, Waldbaum's, Super Food Mart, Ultra Mart, Dominion, and
Food Basics, the Company sells groceries, meats, fresh produce and other
items commonly offered in supermarkets. In addition, many stores have
bakery, delicatessen, pharmacy, floral, fresh fish and cheese departments,
and on-site banking. National, regional and local brands are sold as well as
private label merchandise. In support of its retail operations, the Company
also operates one coffee roasting plant in the United States. Through its
Compass Foods Division, the Company manufactures and distributes a line of
whole bean coffees under the Eight O'Clock, Bokar and Royale labels, for sale
through its own stores as well as other food and convenience retailers. The
other private label products sold in the Company's stores are sold under the
Company's own brand names which include America's Choice, Master Choice,
Health Pride, Savings Plus and The Farm.
Building upon a broad base of A&P supermarkets, the Company has expanded and
diversified within the retail food business through the acquisition of other
supermarket chains and the development of several alternative store types.
The Company now operates its stores with merchandise, pricing and identities
tailored to appeal to different segments of the market, including buyers
seeking gourmet and ethnic foods, unusual produce, a wide variety of premium
quality private label goods and health and beauty aids along with the array
of traditional grocery products.
Modernization of Facilities
The Company is engaged in a continuing program of modernizing its operations
and retail stores. During fiscal 1998, the Company expended approximately
$438 million for capital projects which included 46 new supermarkets, 3 new
Food Basics franchised stores and 69 remodels or enlargements. The Company's
plans for fiscal 1999 anticipate capital expenditures of approximately $500
million, which include the opening of 55 new supermarkets and the remodeling
or expansion of 75 stores. In addition, the Company is developing plans to
open approximately 65 new supermarkets in fiscal 2000 and approximately 70 to
80 new supermarkets per year thereafter for several years. Further, the
Company expects to remodel or enlarge an average of 75 stores per year for
the next several years.
Sources of Supply
The Company obtains the merchandise sold in its stores from a variety of
suppliers located primarily in the United States and Canada. The Company has
long-standing and satisfactory relationships with its suppliers.
The Company maintains a processing facility that produces coffee products.
The main ingredients for coffee products are purchased principally from
Brazilian and Central American sources. Other ingredients are obtained from
domestic suppliers.
Employees
As of February 27, 1999, the Company had approximately 83,400 employees, of
which 70% were employed on a part-time basis. Approximately 88% of the
Company's employees are covered by union contracts.
Competition
The supermarket business is highly competitive throughout the marketing areas
served by the Company and is generally characterized by low profit margins on
sales with earnings primarily dependent upon rapid inventory turnover,
effective cost controls and the ability to achieve high sales volume. The
Company competes for sales and store locations with a number of national and
regional chains as well as with many independent and cooperative stores and
markets.
Foreign Operations
The information required is contained in the 1998 Annual Report to
Shareholders on pages 30, 31, 33, 34, 36, 39 and 40 and is herein
incorporated by reference.
ITEM 2. Properties
At February 27, 1999, the Company operated 839 retail stores and serviced 55
franchised stores. Approximately 7% of the Company's stores are owned, while
the remainder are leased. These stores are geographically located as
follows:
The Great Atlantic & Pacific Tea Company, Inc. ("A&P" or the "Company") is
engaged in the retail food business. The Company operated 839 stores
averaging approximately 35,247 square feet per store as of February 27, 1999.
In addition, the Company began franchising its Canadian Food Basics stores in
fiscal 1995. As of February 27, 1999, the Company had 55 Food Basics
Franchise stores in Canada averaging approximately 27,953 square feet per
store. On the basis of reported sales for fiscal 1998, the Company believes
that it is one of the ten largest retail food chains in the United States and
that it had the largest market share in metropolitan New York and Detroit,
and the second largest market share in the Province of Ontario, the Company's
largest single markets in the United States and Canada.
Operating under the trade names A&P, Super Fresh, Sav-A-Center, Farmer Jack,
Kohl's, Food Emporium, Waldbaum's, Super Food Mart, Ultra Mart, Dominion, and
Food Basics, the Company sells groceries, meats, fresh produce and other
items commonly offered in supermarkets. In addition, many stores have
bakery, delicatessen, pharmacy, floral, fresh fish and cheese departments,
and on-site banking. National, regional and local brands are sold as well as
private label merchandise. In support of its retail operations, the Company
also operates one coffee roasting plant in the United States. Through its
Compass Foods Division, the Company manufactures and distributes a line of
whole bean coffees under the Eight O'Clock, Bokar and Royale labels, for sale
through its own stores as well as other food and convenience retailers. The
other private label products sold in the Company's stores are sold under the
Company's own brand names which include America's Choice, Master Choice,
Health Pride, Savings Plus and The Farm.
Building upon a broad base of A&P supermarkets, the Company has expanded and
diversified within the retail food business through the acquisition of other
supermarket chains and the development of several alternative store types.
The Company now operates its stores with merchandise, pricing and identities
tailored to appeal to different segments of the market, including buyers
seeking gourmet and ethnic foods, unusual produce, a wide variety of premium
quality private label goods and health and beauty aids along with the array
of traditional grocery products.
Modernization of Facilities
The Company is engaged in a continuing program of modernizing its operations
and retail stores. During fiscal 1998, the Company expended approximately
$438 million for capital projects which included 46 new supermarkets, 3 new
Food Basics franchised stores and 69 remodels or enlargements. The Company's
plans for fiscal 1999 anticipate capital expenditures of approximately $500
million, which include the opening of 55 new supermarkets and the remodeling
or expansion of 75 stores. In addition, the Company is developing plans to
open approximately 65 new supermarkets in fiscal 2000 and approximately 70 to
80 new supermarkets per year thereafter for several years. Further, the
Company expects to remodel or enlarge an average of 75 stores per year for
the next several years.
Sources of Supply
The Company obtains the merchandise sold in its stores from a variety of
suppliers located primarily in the United States and Canada. The Company has
long-standing and satisfactory relationships with its suppliers.
The Company maintains a processing facility that produces coffee products.
The main ingredients for coffee products are purchased principally from
Brazilian and Central American sources. Other ingredients are obtained from
domestic suppliers.
Employees
As of February 27, 1999, the Company had approximately 83,400 employees, of
which 70% were employed on a part-time basis. Approximately 88% of the
Company's employees are covered by union contracts.
Competition
The supermarket business is highly competitive throughout the marketing areas
served by the Company and is generally characterized by low profit margins on
sales with earnings primarily dependent upon rapid inventory turnover,
effective cost controls and the ability to achieve high sales volume. The
Company competes for sales and store locations with a number of national and
regional chains as well as with many independent and cooperative stores and
markets.
Foreign Operations
The information required is contained in the 1998 Annual Report to
Shareholders on pages 30, 31, 33, 34, 36, 39 and 40 and is herein
incorporated by reference.
ITEM 2. Properties
At February 27, 1999, the Company operated 839 retail stores and serviced 55
franchised stores. Approximately 7% of the Company's stores are owned, while
the remainder are leased. These stores are geographically located as
follows:
Company Stores:
New England States:
Connecticut 43
Massachusetts 19
New Hampshire 1
Vermont 2
----
Total 65
Middle Atlantic States:
District of Columbia 1
Delaware 8
Maryland 48
New Jersey 105
New York 167
Pennsylvania 41
----
Total 370
Mid-Western States:
Michigan 100
Wisconsin 43
----
Total 143
Southern States:
Alabama 2
Georgia 36
Louisiana 20
Mississippi 5
North Carolina 3
South Carolina 2
Virginia 11
----
Total 79
----
Total United States 657
----
Ontario, Canada 182
----
Total Stores 839
====
Franchised Stores:
Ontario, Canada 55
----
Total Franchised Stores 55
====
The total area of all retail stores is approximately 28.7 million square feet
averaging approximately 34,250 square feet per store. Excluding liquor
stores and Food Emporium stores the average store size is approximately
35,247. The total area of all franchised stores is approximately 1.5 million
square feet averaging approximately 27,953 square feet per store. The 46 new
supermarkets opened in fiscal 1998 had a range in size from 25,037 to 65,078
square feet, with an average size of approximately 49,389 square feet. The
stores built by the Company over the past several years and those planned for
fiscal 1999, generally range in size from 45,000 to 65,000 square feet with
an average of approximately 55,000 square feet. The selling area of the
store is approximately 74% of the total square footage.
The Company operates one coffee roasting plant in the United States. In
addition, the Company maintains 14 warehouses that service its store network.
These warehouses are geographically located as follows:
Company Warehouses:
Georgia 1
Indiana 1
Louisiana 1
Maryland 1
Michigan 2
New Jersey 2
New York 2
Pennsylvania 1
Wisconsin 1
----
Total United States 12
----
Ontario, Canada 2
----
Total Warehouses 14
====
The net book value of real estate pledged as collateral for all mortgage
loans amounted to approximately $9 million as of February 27, 1999.
ITEM 3. Legal Proceedings
The information required is contained in the 1998 Annual Report to
Shareholders on page 39 and is herein incorporated by reference.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 1998.
PART II
ITEM 5. Market for the Registrant's Common Stock and Related Security Holder
Matters
The information required is contained in the 1998 Annual Report to
Shareholders on pages 41 and 43 and is herein incorporated by reference.
ITEM 6. Selected Financial Data
The information required is contained on page 43 of the 1998 Annual Report to
Shareholders and is herein incorporated by reference.
ITEM 7. Management's Discussion and Analysis
The information required is contained in the 1998 Annual Report to
Shareholders on pages 15 through 22 and is herein incorporated by reference.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required is contained in the 1998 Annual Report to
Shareholders on page 21 and is herein incorporated by reference.
ITEM 8. Financial Statements and Supplementary Data
(a) Financial Statements: The financial statements required to be filed
herein are described in Part IV, Item 14 of this report. Except for the
pages included herein by reference, the Company's 1998 Annual Report to
Shareholders is not deemed to be filed as part of this report.
(b) Selected Quarterly Financial Data: The information required is contained
on page 41 of the 1998 Annual Report to Shareholders and is herein
incorporated by reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
ITEMS 10 and 11. Directors and Executive Officers of the Registrant and
Executive Compensation
Executive Officers of the Company
Name Age Current Position
Christian W.E. Haub 34 President and Chief Executive Officer
Fred Corrado 59 Vice Chairman of the Board and Chief Financial
Officer
Michael J. Larkin 57 Senior Executive Vice President - Chief Operating
Officer
Aaron Malinsky 50 Vice Chairman - Development and Strategic Planning
George Graham 49 Executive Vice President - Chief Merchandising
Officer
Peter J. O'Gorman 60 Executive Vice President - International Store
and Product Development
Laurane S. Magliari 48 Senior Vice President - People Resources and
Services
Cheryl M. Palmer 41 Senior Vice President - Strategic Marketing
John Dunne 60 Chairman and Co-Chief Executive Officer - The
Great Atlantic & Pacific Company of Canada, Limited
Brian Piwek 52 Vice Chairman and Co-Chief Executive Officer - The
Great Atlantic & Pacific Company of Canada Limited
Craig C. Sturken 55 Chairman and Chief Executive Officer - Mid-West
Operations
Robert G. Ulrich 64 Senior Vice President - General Counsel and
Secretary
Executive officers of the Company are chosen annually and serve at the
pleasure of the Chief Executive Officer with the consent of the Board of
Directors.
Mr. Haub was elected President and Chief Executive Officer on May 1, 1998.
Prior to assuming his present position he was President and Co-Chief
Executive Officer from April 2, 1997 to April 30, 1998. Prior thereto he was
President and Chief Operating Officer of the Company since December 7, 1993
and served as Corporate Vice President, Development and Strategic Planning,
since joining the Company in 1991. Mr. Haub has been a member of the Board
of Directors of the Company since December 3, 1991 and an ex officio member
of the Executive, Finance and Retirement Benefits Committees.
Mr. Corrado was elected Vice Chairman of the Board on October 6, 1992. He
also serves as Chief Financial Officer since joining the Company in January
1987. Mr. Corrado also served as Treasurer of the Company in 1987 and from
April 18, 1989 through December 5, 1995. Mr. Corrado has been a member of
the Board of Directors of the Company since December 4, 1990, and is
currently the Vice Chairman of the Executive Committee and a member of the
Finance and Retirement Benefits Committees.
Mr. Larkin was elected Senior Executive Vice President - Chief Operating
Officer on June 30, 1997. Prior to rejoining the Company, Mr. Larkin owned
and operated two supermarkets in the Pennsylvania area from April 1995
through June 1997. Prior thereto and for the past five years, Mr. Larkin was
Executive Vice President - Operations with the Company.
Mr. Malinsky was appointed Vice Chairman of the Company on July 28, 1998.
Upon rejoining the Company on August 1, 1996, he was elected Executive Vice
President, Development and Strategic Planning. For the five years prior
thereto, Mr. Malinsky was Chairman and President of Victory Markets, Inc. and
New Almacs, Inc.
Mr. Graham was elected Executive Vice President - Chief Merchandising Officer
on August 1, 1997. Prior to assuming his present position and for the past
five years, he was successively Executive Vice President - U.S. Operations,
and Senior Vice President - Chief Merchandising Officer.
Mr. O'Gorman was elected Executive Vice President - International Store and
Product Development on June 26, 1995. During the past five years he was
Executive Vice President - Development and Strategic Planning, and Executive
Vice President - Development.
Ms. Magliari was elected Senior Vice President, People Resources and Services
on February 16, 1999. Prior to joining the Company and for the past five
years, Ms. Magliari was Vice President, Human Resources - Publishers Clearing
House and Vice President, Global Marketing - The Chase Manhattan Bank.
Ms. Palmer was appointed Senior Vice President, Strategic Marketing May 3,
1999. Prior to joining the Company and for the past five years, Ms. Palmer
was Group Vice President/General Manager for Allied Domecq Spirits & Wines
and held various management positions for Cadbury Beverages, Inc.
Mr. Dunne was elected by The Great Atlantic & Pacific Company of Canada,
Limited as Chairman and Co-Chief Executive Officer on October 5, 1997. Prior
thereto and for the past five years, Mr. Dunne was successively Chairman and
Chief Executive Officer, President and Chief Operating Officer, and Vice
Chairman and Chief Merchandising Officer of The Great Atlantic & Pacific
Company of Canada, Limited. Mr. Dunne also served as Chairman and Chief
Executive Officer of Food Basics Limited from December 1995 through September
1996.
Mr. Piwek was elected by The Great Atlantic & Pacific Company of Canada,
Limited as Vice Chairman and Co-Chief Executive Officer on October 2, 1997.
Prior thereto and for the past five years, Mr. Piwek was President of
Overwaitea Food Group, a retailer and franchisor in British Columbia and
Alberta, Canada.
Mr. Sturken was appointed Chairman and Chief Executive Officer - Mid-West
Operations on April 7, 1997. Prior thereto and for the past five years Mr.
Sturken was successively Group Vice President Michigan and Chairman and Chief
Executive Officer - The Great Atlantic & Pacific Company of Canada, Limited.
Mr. Ulrich was elected Senior Vice President and General Counsel and
Secretary on March 26, 1999. Prior thereto he served as Senior Vice
President and General Counsel since April 1981.
Mr. James Wood was elected Chairman of the Board and Chief Executive Officer
on April 29, 1980. On April 2, 1997 he was elected Co-Chief Executive
Officer and retired from that office on April 30, 1998. He is Chairman of
the Executive Committee of the Board of Directors.
Mr. William Louttit was appointed Chairman and Chief Executive Officer -
Greater Metro New York Operations on April 7, 1997. Prior thereto and for
the past five years Mr. Louttit was Executive Vice President and Chief
Operating Officer of the Grand Union Company. Mr. Louttit resigned from the
Company effective May 17, 1999.
Mr. Joseph McCaig was appointed Executive Assistant to the Chief Executive
Officer on September 8, 1997. Prior thereto and for the past five years he
was President and Chief Executive Officer of the Grand Union Company. Mr.
McCaig resigned from the Company effective March 12, 1999.
Dr. Ivan Szathmary was elected Executive Vice President and Chief Services
Officer on July 11, 1996. Prior thereto, he was Senior Vice President and
Chief Services Officer since July 1986. Effective April 11, 1998 Dr.
Szathmary resigned from the Company.
The Company has filed with the Commission since the close of its fiscal year
ended February 27, 1999 a definitive proxy statement pursuant to Regulation
14A, involving the election of directors. Accordingly, the information
required in Items 10 and 11, except as provided above, appears on pages 1
through 12 and is incorporated by reference from the proxy statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information required is contained in the Company's fiscal 1998 definitive
proxy statement on pages 1 and 5 and is herein incorporated by reference.
ITEM 13. Certain Relationships and Related Transactions
The information required is contained in the Company's fiscal 1998 definitive
proxy statement on pages 1, 6 and 7 and is herein incorporated by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report
1) Financial Statements: The financial statements required by Item 8,
are included in the fiscal 1998 Annual Report to Shareholders. The
following required items, appearing on pages 23 through 42 of the 1998
Annual Report to Shareholders, are herein incorporated by reference:
Statements of Consolidated Operations
Statements of Consolidated Shareholders' Equity and Comprehensive
(Loss) Income
Consolidated Balance Sheets
Statements of Consolidated Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
2) Financial Statement Schedules are omitted because they are not
required or do not apply, or the information is included elsewhere in
the financial statements or notes thereto.
3) Exhibits:
Exhibit Incorporation by reference
Numbers Description (If applicable)
2) Not Applicable
3) Articles of Incorporation
and By-Laws
a) Articles of Incorporation Exhibit 3)a) to Form 10-K
as amended through for fiscal year ended
July 1987 February 27, 1988
b) By-Laws as amended through Exhibit 3)b) to Form 10-K
March 1989 for fiscal year ended
February 25, 1989
4) Instruments defining the Exhibit A to Form 10-Q
rights of security holders, for the quarter ended
including indentures August 27, 1977; and
Registration Statement
No. 33-14624 on Form S-3
filed May 29, 1987
9) Not Applicable
10) Material Contracts
a) Management Compensation Exhibit 10)b) to Form 10-K
Agreements for the fiscal years ended
February 25, 1989,
February 24, 1990, and
Exhibit 10)a) for the fiscal
years ended
February 26, 1994,
February 25, 1995,
February 22, 1997,
February 28, 1998 and attached
b) Supplemental Executive Exhibit 10)b) to Form 10-K
Retirement Plan, amended for the fiscal year ended
and restated February 27, 1993
c) 1975 Stock Option Plan, Exhibit 10) to Form 10-K for
as amended the fiscal year ended
February 23, 1985
Incorporated by reference
(If applicable)
10)d) 1984 Stock Option Plan, Exhibit 10)e) to Form 10-K
as amended for the fiscal year ended
February 23, 1991
e) 1994 Stock Option Plan Exhibit 10)e) to Form 10-K
for the fiscal year ended
February 25, 1995
f) 1994 Stock Option Plan Exhibit 10)f) to Form 10-K
for Non-Employee Directors for the fiscal year ended
February 25, 1995
g) Competitive Advance and Exhibit 10) to Form 10-Q
Revolving Credit Facilities for the quarter ended
Agreement dated as of December 2, 1995, filed on
December 12, 1995. Form SE.
h) Directors' Deferred Exhibit 10)h) to Form 10-K
Payment Plan for the fiscal year ended
February 22, 1997.
i) Competitive Advance and Exhibit 10) to Form 8-K
Revolving Credit Facilities filed on June 12, 1997;
Agreement dated as of and attached
June 10, 1997 and amendment
dated February 17, 1999.
j) Project Great Renewal Exhibit 99.1) to Form 8-K
dated as of December 8, 1998 filed December 9, 1998
k) 1998 Long Term Incentive Attached
and Share Award plan
Exhibit Incorporation by reference
Numbers Description (If applicable)
11) Not Applicable
12) Not Applicable
13) 1998 Annual Report to Shareholders
18) Not Applicable
21) Subsidiaries of Registrant
22) Not Applicable
23) Independent Auditors' Consent
24) Not Applicable
27) Financial Data Schedule
28) Not Applicable
(b) Reports on Form 8-K
Report on Form 8-K with respect to the Company's "Project Great
Renewal" was filed on December 9, 1998. The project was embarked upon
as of December 8, 1998, and encompasses a program of strategic
initiatives designed for growth, improved shareholder value and to
position the Company as a leader in North America food retailing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
The Great Atlantic & Pacific Tea Company, Inc.
(registrant)
Date: May 11, 1999 By: /s/ Fred Corrado
(Signature)
Fred Corrado
Vice Chairman of the Board and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and as of the date indicated.
/s/ James Wood Chairman of the Board and Director
James Wood
/s/ Christian W.E. Haub President, Chief Executive Officer and
Christian W.E. Haub Director
/s/ Fred Corrado Vice Chairman of the Board,
Fred Corrado Chief Financial Officer and Director
/s/ John D. Barline Director
John D. Barline
/s/ Rosemarie Baumeister Director
Rosemarie Baumeister
/s/ Christopher F. Edley Director
Christopher F. Edley
/s/ Helga Haub Director
Helga Haub
/s/ Barbara Barnes Hauptfuhrer Director
Barbara Barnes Hauptfuhrer
/s/ William A. Liffers Director
William A. Liffers
/s/ Fritz Teelen Director
Fritz Teelen
/s/ R.L. "Sam" Wetzel Director
R.L. "Sam" Wetzel
The above-named persons signed this report on behalf of the registrant on
May 11, 1999.
/s/ Kenneth A. Uhl Vice President, Controller May 18, 1999
Kenneth A. Uhl Date