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THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
================================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 1998
******************************************
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
--------------------------------------------------
ANNUAL REPORT ON FORM 10-K PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998 Commission File No. 1-434
--------------------------------------------------------
THE PROCTER & GAMBLE
COMPANY One Procter & Gamble Plaza,
Cincinnati, Ohio 45202
Telephone (513) 983-1100
IRS Employer Identification No. 31-0411980
State of Incorporation: Ohio
--------------------------------------------------------
Securities registered pursuant to Section
12(b) of the Act:
Title of each class Name of each Exchange on which registered
- ------------------------------- ---------------------------------------------
Common Stock, without Par Value New York, Cincinnati, Amsterdam, Paris, Basle,
Geneva, Lausanne, Zurich, Frankfurt, Brussels,
Tokyo
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.
There were 1,337,755,222 shares of Common Stock outstanding as of July 31, 1998.
The aggregate market value of the voting stock held by non-affiliates amounted
to $106 billion on July 31, 1998.
Documents Incorporated By Reference
-----------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1998 are incorporated by reference into Part I, Part II and Part IV of this
report.
Portions of the Proxy Statement for the 1998 Annual Meeting of Shareholders are
incorporated by reference into Part III of this report.
PART I
------
Item 1. Business.
---------
General Development of Business
-------------------------------
The Procter & Gamble Company was incorporated in Ohio in 1905, having been
built from a business founded in 1837 by William Procter and James Gamble.
Today, the Company manufactures and markets a broad range of consumer products
in many countries throughout the world.
Unless the context indicates otherwise, the term the "Company" as used
herein refers to The Procter & Gamble Company (the registrant) and its
subsidiaries.
Additional information required by this item is incorporated herein by
reference to the Letter to Shareholders, which appears on pages 1-3, New to the
World Brands on pages 4-5, and New to the Brand Innovations on pages 6-7 of the
Annual Report to Shareholders for the fiscal year ended June 30, 1998.
Financial Information About Industry Segments
---------------------------------------------
The Company's products fall into five business segments: Laundry and
Cleaning, Paper, Beauty Care, Food and Beverage, and Health Care.
Additional information required by this item is incorporated herein by
reference to Note 11 Segment Information of the Notes to the Consolidated
Financial Statements, which appears on page 32, and Financial Review, which
appears on pages 9-17 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1998.
Narrative Description of Business
---------------------------------
The Company's business, represented by the aggregate of its Laundry and
Cleaning, Paper, Beauty Care, Food and Beverage, and Health Care segments, is
essentially homogeneous. For the most part, the factors necessary for an
understanding of these five segments are essentially identical. The markets in
which the Company's products are sold are highly competitive. The products of
the Company's business segments compete with many large and small companies, and
there is no dominant competitor or competitors. Advertising is used in
conjunction with an extensive sales force because the Company believes this
combination provides the most efficient method of marketing these types of
products. Product quality, performance, value and packaging are also important
competitive factors. Most of the Company's products in each of its segments are
distributed through grocery stores and other retail outlets.
The Laundry category and Diaper category constitute approximately 20% and
12% of consolidated fiscal 1998 sales, respectively. These categories
constituted approximately the same percentages of consolidated sales in the
preceding two fiscal years. The creation of new products and the development of
new performance benefits for consumers on the Company's existing products are
vital ingredients in its continuing progress in the highly competitive markets
in which it does business. Basic research and product development activities
continued to carry a high priority during the past fiscal year. While many of
the benefits from these efforts will not be realized until future years, the
Company believes these activities demonstrate its commitment to future growth.
The Company has registered trademarks and owns or has licenses under
patents which are used in connection with its business in all segments. Some of
these patents or licenses cover significant product formulation and processing
of the Company's products. The trademarks of all major products in each segment
are registered. In part, the Company's success can be attributed to the
existence of these trademarks, patents and licenses.
Most of the raw materials used by the Company are purchased from others.
Additionally, some raw materials, primarily chemicals, are produced by the
Company for further use in the manufacturing process. The Company purchases and
produces a substantial variety of raw materials, no one of which is material to
the Company's business taken as a whole.
Expenditures in fiscal year 1998 for compliance with Federal, State and
local environmental laws and regulations were not materially different from such
expenditures in the prior year, and no material increase is expected in fiscal
year 1999.
Operations outside the United States are generally characterized by the
same conditions discussed in the description of the business above and may also
be affected by additional elements including changing currency values and
different rates of inflation and economic growth. The effect of these additional
elements is less significant in the Food and Beverage segment than in the
Company's other business segments. In addition, several countries in Europe will
be converting their currencies to a common European currency, the euro. This
change and the cost of modification of business systems and processes, is not
expected to have a material impact on the Company's results of operations,
financial position or cash flows.
The Company has approximately 110,000 employees.
The Company provides an Employee Stock Ownership Plan ("ESOP") which is
part of The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership
Plan. Convertible preferred stock of the Company and other assets owned by the
ESOP are held through a trust (the "ESOP Trust"). The ESOP Trust has issued
certain debt securities to the public. The Company has guaranteed payment of
principal and interest on these debt securities. Holders of these debt
securities have no recourse against the assets of the ESOP Trust except with
respect to cash contributions made by the Company to the ESOP Trust, and
earnings attributable to such contributions. Such cash contributions are made by
the Company only to the extent that dividends on the convertible preferred stock
are inadequate to fund repayment of the debt securities. Any such contributions
and subsequent payments to holders are made on a same-day basis and such
contributions would therefore not be held by the ESOP Trust unless there was a
default in payment on the debt securities by the ESOP Trust after having
received such contributions from the Company. Such a default is not likely to
occur and therefore there is little likelihood that there would not be assets
available to satisfy the claims of any holders of the debt securities. A summary
description of the liabilities of the ESOP Trust and of the dividends paid by
the Company on the convertible preferred stock and cash payments from the
Company to the ESOP Trust for the three years ended June 30, 1998 are
incorporated by reference to Note 7 Postretirement Benefits and Note 8 Employee
Stock Ownership Plan, which appear on pages 29-31 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1998.
Additional information required by this item is incorporated herein by
reference to Note 11 Segment Information, which appears on page 32, Note 1
Summary of Significant Accounting Policies - Major Customer on page 25,
Financial Highlights, which appears on page 33, and Financial Review, which
appears on pages 9-17 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1998.
Financial Information About Foreign and Domestic Operations
-----------------------------------------------------------
The information required by this item is incorporated herein by reference
to Note 11 Segment Information, which appears on page 32, and Financial Review,
which appears on pages 9-17 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1998.
Item 2. Properties.
-----------
In the United States, the Company owns and operates manufacturing
facilities at 38 locations in 22 states. In addition, it owns and operates 97
manufacturing facilities in 46 other countries. Laundry and Cleaning products
are produced at 44 of these locations; Paper products at 51; Health Care
products at 26; Beauty Care products at 45; and Food and Beverage products at
19. Management believes that the Company's production facilities are adequate to
support the business efficiently and that the properties and equipment have been
well maintained.
Item 3. Legal Proceedings.
------------------
The Company is involved in clean-up efforts at off-site Superfund
locations, many of which are in the preliminary stages of investigation. The
amount accrued at June 30, 1998 representing the Company's probable future costs
that can be reasonably estimated was $8 million.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
Not applicable.
Executive Officers of the Registrant
------------------------------------
The names, ages and positions held by the executive officers of the Company
on July 31, 1998 are:
Elected to
Present
Name Position Age Position
- ----------------------- ------------------------------------------ --- -------------
John E. Pepper Chairman of the Board and 59 1995
Chief Executive.
Director since June 12, 1984.
Durk I. Jager President and Chief Operating Officer. 55 1995
Director since December 12, 1989.
Wolfgang C. Berndt Executive Vice President. 55 1995
Harald Einsmann Executive Vice President. 64 1995
Director since June 10, 1991.
Alan G. Lafley Executive Vice President. 51 1995
Jorge P. Montoya Executive Vice President. 52 1995
Richard L. Antoine Senior Vice President. 52 1998
Robert T. Blanchard Group Vice President. 53 1991
Gordon F. Brunner Senior Vice President. 59 1987
Director since March 1, 1991.
Brian J. Buchan Group Vice President. 46 1998
Bruce L. Byrnes Group Vice President. 50 1991
R. Kerry Clark Group Vice President. 46 1995
Michael Clasper Group Vice President. 45 1998
Larry G. Dare Group Vice President. 58 1990
Stephen N. David Senior Vice President. 49 1998
Stephen P. Donovan, Jr. Group Vice President. 57 1986
Todd A. Garrett Senior Vice President. 56 1996
James J. Johnson Senior Vice President and General Counsel. 51 1992
Jeffrey D. Jones Group Vice President. 45 1992
Mark D. Ketchum Group Vice President. 48 1996
Fuad O. Kuraytim Group Vice President. 57 1995
Gary T. Martin Senior Vice President. 53 1991
Claude L. Meyer Group Vice President. 55 1995
Erik G. Nelson Senior Vice President. 58 1993
Martin J. Nuechtern Group Vice President. 44 1997
John O'Keeffe Group Vice President. 48 1995
Charlotte R. Otto Senior Vice President. 44 1996
Dimitri Panayotopoulos Group Vice President. 46 1997
Herbert Schmitz Group Vice President. 61 1995
David R. Walker Vice President and Comptroller. 43 1997
Robert L. Wehling Senior Vice President. 59 1994
All of the above Executive officers, except David R. Walker, are members of the
Executive Committee of The Procter & Gamble Company and have been employed by
the Company for more than five years.
PART II
-------
Item 5. Market for the Common Stock and Related Stockholder Matters
-----------------------------------------------------------
The information required by this item is incorporated by reference to
Shareholder Information, which appears on page 36 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1998.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to
Financial Highlights, which appears on page 33 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1998.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
The information required by this item is incorporated by reference to
Financial Review, which appears on pages 9-17, Note 10 Commitments and
Contingencies, which appears on page 31, and Note 11 Segment Information, which
appears on page 32 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1998, and supplemented by the press release dated September 9,
1998 included as Exhibit 20. The Company has made certain forward-looking
statements in the Annual Report to Shareholders for the fiscal year ended June
30, 1998, and has and will make such statements in other contexts, relating to
volume growth, increases in market shares, Year 2000 compliance, financial goals
and cost reduction, among others. These forward-looking statements represent
challenging goals for the Company and are based on certain assumptions and
estimates regarding the worldwide economy, technological innovation, competitive
activity, pricing, currency movements, product introductions, governmental
action and the development of certain markets. Among the key factors necessary
to achieve the Company's goals are: (1) the achievement of lower costs and
increases in reliability and capacity utilization, resulting from simplification
and standardization; (2) the ability to improve results despite high levels of
competitive activity and the economic downturn in Asia; (3) the successful
implementation of ECR and the ability to maintain key customer relationships in
important developed markets; (4) the continuation of substantial growth in
significant developing markets such as China, Mexico, Brazil and the countries
of Central and Eastern Europe; (5) obtaining successful outcomes in regulatory,
tax and legal matters; (6) the ability to continue technological innovation; and
(7) the timely resolution of the Year 2000 issue by the Company and its
customers and suppliers. If the Company's assumptions and estimates are
incorrect or do not come to fruition, or if the Company does not achieve all of
these key factors, then the Company's actual performance could vary materially
from the forward-looking statements made herein.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The information required by this item is incorporated by reference to
Financial Review, which appears on pages 9-17, and Note 5 Risk Management
Activities, which appears on pages 26-28 of the Annual Report to Shareholders
for the fiscal year ended June 30, 1998.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 18-33 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1998.
Item 9. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
Not applicable.
PART III
--------
Item 10. Directors and Executive Officers
--------------------------------
The information required by this item is incorporated by reference to pages
2-8 and 22 of the proxy statement filed since the close of the fiscal year ended
June 30, 1998, pursuant to Regulation 14A which involved the election of
directors. Pursuant to Item 401(b) of Regulation S-K, Executive Officers of the
Registrant are reported in Part I of this report.
Item 11. Executive Compensation
----------------------
The information required by this item is incorporated by reference to pages
9-17 of the proxy statement filed since the close of the fiscal year ended June
30, 1998, pursuant to Regulation 14A which involved the election of directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required by this item is incorporated by reference to pages
19-21 of the proxy statement filed since the close of the fiscal year ended June
30, 1998, pursuant to Regulation 14A which involved the election of directors.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required by this item is incorporated by reference to page
22 of the proxy statement filed since the close of the fiscal year ended June
30, 1998, pursuant to Regulation 14A which involved the election of directors.
PART IV
-------
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
-----------------------------------------------------------------
A. 1. Financial Statements:
The following consolidated financial statements of The
Procter & Gamble Company and subsidiaries and the report
of independent accountants are incorporated by reference
in Part II, Item 8.
- Report of independent accountants
- Consolidated statements of earnings -- for years ended
June 30, 1998, 1997 and 1996
- Consolidated balance sheets -- as of June 30, 1998 and
1997
- Consolidated statements of shareholders' equity -- for
years ended June 30, 1998, 1997 and 1996
- Consolidated statements of cash flows -- for years ended
June 30, 1998, 1997 and 1996
- Notes to consolidated financial statements
2. Financial Statement Schedules:
These schedules are omitted because of the absence of the
conditions under which they are required or because the
information is set forth in the financial statements or
notes thereto.
3. Exhibits:
Exhibit (3-1) -- Amended Articles of Incorporation.
(3-2) -- Regulations.
Exhibit (4) -- Registrant agrees to file a copy of
documents defining the rights of holders
of long-term debt upon request of the
Commission.
Exhibit (10-1) -- The Procter & Gamble 1992 Stock Plan (as
amended May 12, 1998) which was adopted by
the shareholders at the annual meeting on
October 13, 1992.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as
amended May 11, 1993) which was adopted by
the shareholders at the annual meeting on
October 11, 1983.
(10-3) -- The Procter & Gamble Executive
Group Life Insurance Policy (each
executive officer is covered for an
amount equal to annual salary plus
bonus).
(10-4) -- Additional Remuneration Plan (as amended
June 12, 1990) which was adopted by the
Board of Directors on April 12, 1949.
(10-5) -- The Procter & Gamble Deferred
Compensation Plan for Directors
which was adopted by the Board of
Directors on September 9, 1980.
(10-6) -- The Procter & Gamble Board of
Directors Charitable Gifts Program
which was adopted by the Board of
Directors on November 12, 1991.
(10-7) -- The Procter & Gamble 1993
Non-Employee Directors' Stock Plan
which was adopted by the
shareholders at the annual meeting
on October 11, 1994 and which was
amended on January 10, 1995, by the
Board of Directors, and ratified by
the shareholders at the annual
meeting on October 10, 1995, and
which was further amended by the
Board of Directors on June 11, 1996
to be effective on January 1, 1997,
and which was also amended on August
22, 1997 for the 2-for-1 stock
split.
(10-8) -- Richardson-Vicks Inc. Special
Stock Equivalent Incentive Plan
which was authorized by the Board of
Directors of The Procter & Gamble
Company and adopted by the Board of
Directors of Richardson-Vicks Inc.
on December 31, 1985 (Incorporated
by reference to Exhibit (10-9) of
the Company's Annual Report on Form
10-K for the year ended June 30,
1994).
(10-9) -- The Procter & Gamble Executive Group Life
Insurance Policy (Additional Policy).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed
charges.
Exhibit (13) -- Annual Report to Shareholders (Pages 1-33,
36).
Exhibit (20) -- Press Release dated September 9, 1998.
Exhibit (21) -- Subsidiaries of the registrant.
Exhibit (23) -- Consent of Deloitte & Touche LLP.
Exhibit (27) -- Financial Data Schedule.
Exhibit (99-1) -- Directors and Officers Liability Policy
(the "Policy Period" has been extended to
6/30/01).
(99-2) -- Directors and Officers (First) Excess
Liability Policy (the "Policy Period" has
been extended to 6/30/99).
(99-3) -- Directors and Officers (Second)
Excess Liability Policy (the "Policy
Period" has been extended to 6/30/99).
(99-4) -- Directors and Officers (Third) Excess
Liability Policy (the "Policy Period" has
been extended to 6/30/99).
(99-5) -- Directors and Officers (Fourth)
Excess Liability Policy (the "Policy
Period" has been extended to 6/30/99).
(99-6) -- Fiduciary Responsibility Insurance
Policy (the "Policy Period" has been
extended to 6/30/99).
The exhibits listed are filed with the Securities and Exchange
Commission but are not included in this booklet. Copies of
these exhibits may be obtained by sending a request to:
Linda D. Rohrer, Assistant Secretary, The Procter & Gamble
Company, P. O. Box 599, Cincinnati, Ohio 45201
B. Reports on Form 8-K:
The Company filed no Current Reports on Form 8-K during the
quarter ended June 30, 1998 and through the date of this filing.
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 in the city of Cincinnati,
State of Ohio.
THE PROCTER & GAMBLE COMPANY
By JOHN E. PEPPER
----------------------------------------------------
John E. Pepper
Chairman of the Board and Chief Executive
September 8, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
JOHN E. PEPPER Chairman of the Board and |
- ----------------------- Chief Executive and Director |
(John E. Pepper) (Principal Executive Officer) |
|
ERIK G. NELSON Senior Vice President |
- ----------------------- (Principal Financial Officer) |
(Erik G. Nelson) |
|
DAVID R. WALKER Vice President and Comptroller |
- ----------------------- (Principal Accounting Officer) |
(David R. Walker) |
|
EDWIN L. ARTZT |
- ----------------------- Director |
(Edwin L. Artzt) |
|
NORMAN R. AUGUSTINE |
- ----------------------- Director |
(Norman R. Augustine) |
|
|
- ----------------------- Director |
(Donald R. Beall) |
|
GORDON F. BRUNNER |
- ----------------------- Director |
(Gordon F. Brunner) |
|
RICHARD B. CHENEY |
- ----------------------- Director |
(Richard B. Cheney) |
|
HARALD EINSMANN |
- ----------------------- Director |
(Harald Einsmann) |
|
RICHARD J. FERRIS |
- ----------------------- Director |
(Richard J. Ferris) |
|
JOSEPH T. GORMAN |
- ----------------------- Director September 8, 1998
(Joseph T. Gorman) |
|
DURK I. JAGER |
- ----------------------- Director |
(Durk I. Jager) |
|
CHARLES R. LEE |
- ----------------------- Director |
(Charles R. Lee) |
|
LYNN M. MARTIN |
- ----------------------- Director |
(Lynn M. Martin) |
|
JOHN C. SAWHILL |
- ----------------------- Director |
(John C. Sawhill) |
|
JOHN F. SMITH, JR. |
- ----------------------- Director |
(John F. Smith, Jr.) |
|
RALPH SNYDERMAN |
- ----------------------- Director |
(Ralph Snyderman) |
|
ROBERT D. STOREY |
- ----------------------- Director |
(Robert D. Storey) |
|
|
- ----------------------- Director |
(Marina v.N. Whitman) |
EXHIBIT INDEX
-------------
Exhibit (3-1) -- Amended Articles of Incorporation.
(3-2) -- Regulations.
Exhibit (4) -- Registrant agrees to file a copy of documents defining the
rights of holders of long-term debt upon request of the
Commission.
Exhibit (10-1) -- The Procter & Gamble 1992 Stock Plan (as amended May 12,
1998) which was adopted by the shareholders at the annual
meeting on October 13, 1992.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as amended May 11,
1993) which was adopted by the shareholders at the annual
meeting on October 11, 1983.
(10-3) -- The Procter & Gamble Executive Group Life Insurance Policy
(each executive officer is covered for an amount equal to
annual salary plus bonus).
(10-4) -- Additional Remuneration Plan (as amended June 12, 1990) which
was adopted by the Board of Directors on April 12, 1949.
(10-5) -- The Procter & Gamble Deferred Compensation Plan for Directors
which was adopted by the Board of Directors on September 9,
1980.
(10-6) -- The Procter & Gamble Board of Directors Charitable Gifts
Program which was adopted by the Board of Directors on
November 12, 1991.
(10-7) -- The Procter & Gamble 1993 Non-Employee Directors' Stock Plan
which was adopted by the shareholders at the annual meeting
on October 11, 1994 and which was amended on January 10,
1995, by the Board of Directors, and ratified by the
shareholders at the annual meeting on October 10, 1995, and
which was further amended by the Board of Directors on
June 11, 1996 to be effective on January 1, 1997, and which
was also amended on August 22, 1997 for the 2-for-1 stock
split.
(10-8) -- Richardson-Vicks Inc. Special Stock Equivalent Incentive Plan
which was authorized by the Board of Directors of The Procter
& Gamble Company and adopted by the Board of Directors of
Richardson-Vicks Inc. on December 31, 1985 (Incorporated by
reference to Exhibit (10-9) of the Company's Annual Report on
Form 10-K for the year ended June 30, 1994).
(10-9) -- The Procter & Gamble Executive Group Life Insurance Policy
(Additional Policy).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed
charges.
Exhibit (13) -- Annual Report to Shareholders (Pages 1-33, 36).
Exhibit (20) -- Press Release dated September 9, 1998.
Exhibit (21) -- Subsidiaries of the registrant.
Exhibit (23) -- Consent of Deloitte & Touche LLP.
Exhibit (27) -- Financial Data Schedule.
Exhibit (99-1) -- Directors and Officers Liability Policy (the "Policy Period"
has been extended to 6/30/01).
(99-2) -- Directors and Officers (First) Excess Liability Policy (the
"Policy Period" has been extended to 6/30/99).
(99-3) -- Directors and Officers (Second) Excess Liability Policy (the
"Policy Period" has been extended to 6/30/99).
(99-4) -- Directors and Officers (Third) Excess Liability Policy (the
"Policy Period" has been extended to 6/30/99).
(99-5) -- Directors and Officers (Fourth) Excess Liability Policy (the
"Policy Period" has been extended to 6/30/99).
(99-6) -- Fiduciary Responsibility Insurance Policy (the "Policy
Period" has been extended to 6/30/99).