Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ Annual Report Pursuant to Section 13 or 15 (d) of
the Securities and Exchange Act of 1934
For the Fiscal Year Ended June 30, 2000
OR
/ / Transition Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Commission file number 0-4090
ANALYSTS INTERNATIONAL CORPORATION
Minnesota 41-0905408
(State of Incorporation) (IRS Identification No.)
3601 West 76th Street, Minneapolis, Minnesota 55435
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: 952/835-5900
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: Common Stock, par value $.10 per share
Common Share Purchase Rights
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 (Common Stock) held by
non-affiliates of the registrant as of September 5, 2000 was $159,178,651
based upon the closing price as reported by Nasdaq.
As of September 5, 2000 there were 22,606,862 shares of the registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated by reference are (i) portions of the annual report to
shareholders for the year ended June 30, 2000 (Parts I and II) and (ii) proxy
statement dated September 20, 2000 (Part III).
PART I
ITEM 1. BUSINESS.
Analysts International Corporation and its subsidiaries ("Analysts
International" or the "Company") provide a full range of computer software
services to computer users, computer manufacturers and software developers
throughout the United States and in Canada and the United Kingdom.
Approximately 90% of the Company's revenues are from services provided to its
existing customer base, which consists primarily of Fortune 500 companies.
This high percentage of repeat business reflects the Company's emphasis on
customer satisfaction and development of long-term relationships with
customers who have an ongoing need for the services which the Company
provides.
Analysts International offers its clients a full range of software
service offerings, sometimes referred to in the industry as "solutions,"
including custom software development under Company project management,
traditional supplemental IT and software engineering staffing under client
project management, and single source staffing of programmers and other
software professionals through the Company's Managed Services Group. Services
are provided to assist clients with their service needs in all areas,
including eBusiness consulting, mobile computing, network infrastructure,
applications development and legacy system maintenance. The Company's
engagements have involved nearly every type and manufacture of computer and
all of the major operating systems. Examples of the types of engagements in
which the Company was involved during the fiscal year are highlighted in the
Company's 2000 Annual Report.
In April 2000, the Company acquired 80.1% of the outstanding common
stock of SequoiaNET.com, Inc. The other 19.9% was transferred to Sequoia's
principals as part of the deal. The Company believes that Sequoia has
2
strengthened the Company's eBusiness capabilities, particularly in network
infrastructure and web-based applications, and has given the Company market
share dominance in the Detroit--Greater Michigan market. The acquisition also
brought the Company key relationships with Microsoft, Cisco, Dell and other
key vendors in the network infrastructure arena. For the 12 months ended June
30, 2000, Sequoia had revenues of $58,687,000, up 13% over revenues for the
prior 12 months, and the acquisition (accounted for as a purchase) has been
accretive before goodwill amortization. The Company plans to offer Sequoia's
services in other geographical markets through the Company's nationwide branch
network.
Analysts International's largest customer is Qwest Communications,
formerly U S West Inc. The Qwest unit served by the Company is headquartered
in Denver and provides telecommunication services to over 25 million
customers in 14 states, as well as domestic and international cable and
telephone, wireless communications, directory and information services. The
Company is Qwest's single source for supplemental staffing for IT/software
engineering needs.
To meet these needs, and to facilitate its management of over 900
computer programmers and other technical personnel it has on assignment at
Qwest, the Managed Services Group of the Company fills requirements, manages
assigned personnel and provides time record keeping/billing services through
proprietary software developed specifically for this service offering. The
Company's current contract expires January 31, 2001, and is subject to prior
cancellation at Qwest's convenience on 45 days' notice. Revenues from
services provided to US West/Qwest, were approximately 22%, 23% and 22% of
total revenues during the last three fiscal years, respectively, and are
expected to be approximately the same percentage for fiscal 2001. Loss of
this business would have a material adverse effect on the Company.
3
The Company has expanded the Managed Services Group offering to
other clients, including Chevron Information Technology Company (Chevron
Corporation's technology subsidiaries), Salt River Project (the nation's
third largest public power utility), Pacificare, and Motorola, including
Motorola's Semi-Conductor Products Sector. These Managed Services Group
customers use the Company as their sole source for supplemental IT/software
engineering staffing.
Analysts International provided services through 26 of its branch
offices during the year to various divisions of International Business
Machines Corporation (IBM), its second largest customer, as a national
service provider under IBM's National Procurement initiative. The Company's
contract with IBM expires October 31, 2000, subject to IBM's right to cancel
for convenience on 30 days' written notice. IBM recently selected the Company
to continue providing services as a core supplier after a re-bidding process.
The terms and conditions of the resulting business arrangement remain to be
negotiated. IBM's National Procurement initiative requires the Company and
other participating vendors to accept lower hourly rates in return for the
opportunity to do a greater volume of business with IBM. There can be no
assurance, however, that volume will offset lower rates. IBM business under
the national contract accounted for about 17%, 16% and 16% of revenues in
each of the last three fiscal years, and loss of this business would have a
material adverse effect on the Company.
Analysts International provides its services to a wide range of
industries. Its fiscal 2000 revenues were derived from services rendered to
customers in the following industry groups (without considering revenues from
Sequoia):
4
Approximate Percent
Industry Group FY 2000 Revenues
- -----------------------------------------------------------------------
Telecommunications 27.5%
Electronics 20.6%
Services 9.2%
Manufacturing 7.6%
Oil and Chemical 6.8%
Financial 5.4%
Government 4.0%
Power and Utility 3.4%
Insurance 3.3%
Merchandising 3.2%
Health Care 2.0%
Food 1.5%
Transportation .7%
Other 4.8%
Analysts International and its subsidiaries provided services to
more than 1,000 clients during the fiscal year. Consistent with its practices
in prior years, the Company rendered these services almost exclusively on a
time and materials hourly rate basis under which invoices for services
rendered were submitted no less frequently than monthly with payment
generally due net 30 days.
ORGANIZATION AND MARKETING.
Analysts International provides its software services through its
branch and field offices, assigned on a geographical basis to one of six
regions. Each branch office is staffed with technical personnel and is
managed by a branch manager, who has primary responsibility for the
administration, personnel and recruiting, customer relations and
profitability of the branch. The branch manager has broad authority to
conduct the operation of the branch, subject to adherence to corporate
policies. In general, field offices are established to support specific
projects for one or more specific customers at locations not served by a
5
local branch office and are managed by a branch within the same geographical
region. A field office may become a branch office when the volume of business
and the prospects for additional business justify the additional location
expenses associated with branch office status.
During the fiscal year, the Company maintained branch offices in the
following locations: Atlanta, Austin, Boca Raton, Chicago, Cincinnati/Dayton,
Cleveland, Columbus (Ohio), Dallas, Danbury, Denver, Des Moines, Detroit,
Houston, Indianapolis, Kansas City, Iselin (New Jersey), Lexington
(Kentucky), Los Angeles, Minneapolis, New York City, Omaha, Phoenix,
Portland, Raleigh/Durham, Rochester (Minnesota), Rochester (New York), St.
Louis, San Francisco, Seattle, Silicon Valley, Tampa, Toronto, Canada and
Tulsa.
Analysts International utilizes its own direct sales force to sell
its services. At the end of the fiscal year, the Company's sales staff
totaled 105 in number. The ability to recruit and hire experienced technical
personnel with backgrounds and experience suitable for customer requirements
is an important factor in the Company's business, and each branch office
employs at least one full time recruiter. At the end of the fiscal year, the
Company's recruiting staff totaled 115 in number.
COMPETITION.
Analysts International competes with software consulting divisions
of several large companies (including Andersen Consulting, IBM, Olsten,
Volt and Manpower) on a national basis. These organizations and their
software consulting divisions are substantially larger than the Company in
terms of sales volume and personnel and have substantially greater financial
resources.
The Company also competes with other national software services
companies such as Computer Task Group, Ciber, marchFIRST, Keane Inc. and
Computer Horizons.
6
The Company's branches compete in their local market areas with
numerous regional and locally-based software services firms. Most of these
competitors are approximately the same size as or smaller than the Company's
local branch, although in certain market areas they are larger than the
Company's local branch.
The Company believes its total staff and sales volume are larger
than most of the national, regional and local software services companies,
but in some market areas certain of these competitors may be larger. Although
there are no comprehensive industry statistics available, the Company
believes it is among the ten largest national software services companies in
the United States.
Principal competitive factors in the software services business
include technical expertise, responsiveness to customers' needs, reputation
and credibility, and hourly rates. Analysts International believes it is
competitive in these respects.
PERSONNEL.
Analysts International has approximately 4,800 personnel. Of these,
approximately 3,900 are systems analysts, computer programmers and other
technical personnel whose services are billable to clients. Several years of
programming experience is generally a prerequisite to employment with the
Company.
Maintaining the present volume of the Company's business and its
continued growth depend to a significant extent on its ability to attract and
retain qualified technical personnel. Such personnel are in great demand.
Although the Company has been able to attract and retain qualified technical
personnel and believes its personnel relations are satisfactory, there can be
no assurance the Company will be able to continue to attract and retain such
personnel. Its inability to do so would have a material adverse effect on the
Company's business.
7
OTHER MATTERS.
Analysts International was incorporated under Minnesota law on March
29, 1966. Its principal office is identified in response to Item 2 below. Raw
materials, seasonality, compliance with environmental protection laws, and
patents, trademarks, licenses, franchises or other concessions are not
material to an understanding of the Company's business. No portion of the
Company's business is subject to renegotiation of profits at the election of
the government. Backlog is not material because nearly all of the Company's
contracts for services, including contracts with the government (which are
not material), are terminable by either the customer or the Company on notice
of 30 days or less.
CAUTIONARY STATEMENT UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
Statements included in this document may be "forward-looking
statements" within the meaning of that term in Section 27A of the Securities
Act of 1933, as amended, and of Section 21F of the Securities Exchange Act of
1934, as amended. Additional oral or written forward-looking statements may
be made by the Company from time to time, and such statements may be included
in documents that are filed with the Securities and Exchange Commission.
Words such as "believes," "intends," "possible," "expects," "estimates,"
"anticipates," or "plans" and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are based on expectations and
assumptions, and they involve risks and uncertainties which could cause
results or outcomes to differ materially from expectations. Among the risks
and uncertainties important to the Company's business are the continued need
of current and prospective customers for the Company's services, competition,
the availability of qualified professional staff, and the Company's ability
8
to increase rates as labor and operating costs increase. There may be other
factors, such as general economic conditions which affect businesses
generally, which may cause results to vary from expectations.
9
ITEM 2. PROPERTIES.
Analysts International's principal executive offices and the
Minneapolis branch offices are located at 3601 West 76th Street, Minneapolis,
Minnesota 55435, in a 154,000 square foot office building which it owns. All
other branch offices, field offices, and SequoiaNET.com are held under leases
with varying expiration dates ranging from 30 days to 12 years. See Note I of
Notes to Consolidated Financial Statements at page 24 of the Company's 2000
Annual Report to Shareholders.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a
party to or which any of its property is subject, other than ordinary routine
litigation incidental to the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's shareholders
during the fourth quarter of fiscal 2000.
10
EXECUTIVE OFFICERS
NAME AGE TITLE
- ---- --- -----
Frederick W. Lang 75 Chairman and Chief Executive Officer since 1989;
President and Chief Executive Officer from 1966-1989;
Treasurer from 1987-1989.
Michael J. LaVelle 60 President and Chief Operating Officer since 1999; Sr. Vice
President of Operations from 1998 to 1999; Southern Region Vice
President from 1996 to 1998; Dallas Branch Manager from 1989 to 1996.
Sarah P. Spiess 59 Executive Vice President since 1996; Senior Vice
President during 1996; Southern Region Vice President
from 1992 to 1996; Minneapolis Branch Manager from 1979
to 1992.
Thomas R. Mahler 54 Secretary since 1979; General Counsel since 1982.
Marti R. Charpentier 45 Vice President, Finance and Treasurer since 1999;
Corporate Controller and Assistant Treasurer from 1989
to 1999.
Terms of office expire as of the Annual Meeting in 2000.
11
PART II
The following portions of the Company's annual report to
shareholders for the fiscal year ended June 30, 2000 are incorporated by
reference in response to Items 5, 6, 7 and 8 as follows:
ITEMS IN FORM 10-K CAPTION/SECTION IN ANNUAL REPORT PAGE
- ------------------ -------------------------------- ----
5 Market Price Ranges on Common Stock 26
6 Five-Year Summary 27
7 Management's Discussion and Analysis 12-15
8 Financial Highlights and Statements
2 and 16-25
(See Index to Consolidated Financial Statements and Schedules set forth in
Item 14 of this Form 10-K.)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no disagreements with or changes in the Company's
independent auditors within the past two fiscal years.
12
PART III
The information regarding executive officers required by Item 10 is
set forth under the caption "Executive Officers" in Part I of this Form 10-K.
Other information called for in Part III, including information regarding
directors (Item 10), executive compensation (Item 11) and security ownership
of certain beneficial owners and management (Item 12), is set forth in the
Company's definitive proxy statement for the annual meeting of shareholders
to be held November 1, 2000, filed pursuant to Regulation 14A, as follows:
ITEMS IN FORM 10-K CAPTION IN DEFINITIVE PROXY STATEMENT PAGE
------------------ ------------------------------------- ----
10 Election of Directors 2-3
11 Board Committees and Compensation and
Executive Compensation 4, 7-11
12 Election of Directors and Principal
Shareholders 2-5, 14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During fiscal 2000:
a. No director, executive officer, nominee for election as a
director, holder of more than five percent of the Company's
common stock or members of the immediate family of any of the
foregoing persons had any direct or indirect material interest
in any transaction or series of transactions to which the
Company was a party and in which the amount exceeded $60,000,
nor is any such transaction proposed;
b. The Company was not a party with any entity in which any of
the Company's directors or nominees for election as directors
was an executive officer, held more than a 10% equity
interest, was a member of or of counsel to (in the case of a
law
13
firm) or was a partner or executive officer (in the case
of an investment banking firm), in any transaction involving
payments of more than five percent of the gross revenues of
either the Company or such entity, nor is any such transaction
proposed; and
c. No director, executive officer or nominee for election as a
director or (i) any member of the immediate family of any of
the foregoing, (ii) any corporation or beneficial holder of
ten percent or more of any class of equity securities, or
(iii) any trust or other estate in which such person served as
a trustee or in a similar capacity was indebted to the Company
in excess of $60,000.
d. Subparagraph d. of this Item is not applicable.
14
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
a.1 CONSOLIDATED FINANCIAL STATEMENTS.
The consolidated financial statements of Analysts International
Corporation and its subsidiaries and the related independent auditors' report
are included on the following pages of its annual report to shareholders for
the fiscal year ended June 30, 2000:
DESCRIPTION PAGE IN ANNUAL REPORT
----------- ---------------------
Consolidated Balance Sheets at June 30, 1999 and 2000 16
Consolidated Statements of Income for each of the
three years in the period ended June 30, 2000 17
Consolidated Statements of Cash Flows for each of the
three years in the period ended June 30, 2000 18
Consolidated Statements of Shareholders' Equity for
each of the three years in the period ended June 30, 2000 19
Notes to Consolidated Financial Statements 20-25
Independent Auditors' Report 25
a.2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.
DESCRIPTION PAGE HEREIN
----------- -----------
Independent Auditors' Report on Schedule 19
Schedule II. Valuation and Qualifying Accounts 20
Other consolidated financial statement schedules are omitted because
they are not required or the information is presented in the consolidated
financial statements or notes thereto.
15
a.3 EXHIBITS.
EXHIBIT NO.
- -----------
3-a Articles of Incorporation, as amended (Exhibit 3-a to
Annual Report on Form 10-K for fiscal year 1988, Commission File
No. 0-4090, incorporated by reference).
3-b Restated Bylaws.
3-c Amendment to Articles of Incorporation to increase authorized
shares to 40 million (Exhibit A to Definitive Proxy Statement
dated September 5, 1996, Commission File No. 0-4090,
incorporated by reference).
3-d Amendment to Articles of Incorporation to increase authorized
shares to 60 million (Exhibit 3-d to Annual Report on Form 10-K
for fiscal year 1998, Commission File No. 0-0409, incorporated
by reference).
3-e Amendment to Articles of Incorporation to increase authorized
shares to 120 million (Exhibit A to Definitive Proxy Statement
dated September 8, 1998, Commission File No. 0409, incorporated
by reference).
4-a Specimen Common Stock Certificate (Exhibit 4(a) to Annual Report
on Form 10-K for fiscal year 1989, Commission File No. 0-4090,
incorporated by reference).
4-b Rights Agreement dated as of June 16, 1989 between Analysts
International Corporation and Norwest Bank Minnesota, N.A., as
Rights Agent which includes the form of Rights Certificate and
Summary of Rights (Exhibit A to the Registrant's Form 8-A dated
June 16, 1989, Commission File No. 0-4090, incorporated by
reference).
4-c First Amendment to Rights Agreement dated as of May 8,1990
between Analysts International Corporation and Norwest Bank
Minnesota, N.A. as Rights Agent (Exhibit 4(c) to Annual Report
on Form 10-K for fiscal year 1991, Commission File No. 0-4090,
incorporated by reference).
4-d Second Amendment to Rights Agreement dated as of April 30, 1996
between Analysts International Corporation and Norwest Bank
Minnesota as Rights Agent (Exhibit 4(d) to Annual Report on
16
Form 10-K for fiscal year 1996, Commission File No. 0-4090,
incorporated by reference).
4-e Restated Rights Agreement dated as of June 16, 1989 and restated
as of April 16, 1998 between Analysts International Corporation
and Norwest Bank Minnesota, N.A. as Rights Agent (Exhibit 4-e to
Annual Report on Form 10-K for fiscal year 1998, Commission File
No. 0-4090, incorporated by reference).
10-a Senior Executive Retirement Plan (Exhibit 10-e to Annual Report
on Form 10-K for fiscal year 1984, Commission File No. 0-4090,
incorporated by reference).
10-b Deferred Compensation Plan (Exhibit 10-g to Annual Report on
Form 10-K for fiscal year 1984, Commission File No. 0-4090,
incorporated by reference).
10-c 1985 Incentive Stock Option Plan (Exhibit 10(d) to Annual Report
on Form 10-K for fiscal year 1991, Commission File No. 0-4090,
incorporated by reference).
10-d 1994 Stock Option Plan (Exhibit A to Definitive Proxy Statement
dated September 6, 1994 for registrant's 1994 Annual Meeting of
Shareholders, Commission File No. 0-4090, incorporated by
reference).
10-e 1996 Stock Option Plan for Non-employee Directors (Exhibit B to
Definitive Proxy Statement dated September 5, 1996, Commission
File No. 0-4090, incorporated by reference).
10-f 1999 Stock Option Plan (Exhibit A to Definitive Proxy Statement
dated September 13, 1999, Commission File No. 0409, incorporated
by reference).
10-g Credit Agreement dated January 31, 2000, between Analysts
International Corporaiton and Norwest Bank Minnesota, National
Association (Exhibit 4 to Quarterly Report on Form 10-Q for
third quarter of fiscal year 2000, Commission File No. 0-4090,
incorporated by reference).
10-h Stock Purchase Agreement dated April 12, 2000 (Exhibit 2.1 to
Form 8-K, filed May 5, 2000, Commission File No. 0-4090,
incorporated by reference).
10-i Trust Agreement dated October 20, 1992, with Norwest Bank
Minneapolis, N.A.
10-j Form of letter agreement providing employment continuation
following a change of control.
17
10-k Form of letter agreement providing incentive bonus protection
following a change of control.
10-l Note Purchase Agreement dated December 30, 1998 (Exhibit 4(v)
Quarterly Report on Form 10-Q for second quarter of fiscal
year 1999, Commission File No. 0-4090, incorporated by
reference).
11 Calculations of Earnings Per Share.
13 2000 Annual Report to Shareholders.
21 Subsidiaries of Registrant.
23 Independent Auditors' Consent.
24 Powers of Attorney.
27 Financial Data Schedule.
b. REPORTS ON FORM 8-K.
On May 5, 2000 the Company filed a form 8-K announcing its
acquisition of an 80.1% interest in SequoiaNET.com.
On July 5, 2000 the Company filed a form 8-K/A amending the form 8-K
filed on May 5, 2000, to include historical and pro-forma financial
information related to the acquisition of SequoiaNET.com.
18
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
Shareholders and Board of Directors
Analysts International Corporation
Minneapolis, Minnesota
We have audited the consolidated financial statements of Analysts
International Corporation and its subsidiaries as of June 30, 2000 and 1999,
and for each of the three years in the period ended June 30, 2000, and have
issued our report thereon dated August 21, 2000; such consolidated financial
statements and report are included in your 2000 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the
consolidated financial statement schedule of Analysts International
Corporation and subsidiaries, listed in Item 14 a.2. This consolidated
financial statement schedule is the responsibility of Analysts International
Corporation's management. Our responsibility is to express an opinion based
on our audits. In our opinion, this consolidated financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 21, 2000
19
SCHEDULE II
ANALYSTS INTERNATIONAL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS
---------------------------------
Balance at Charged to Charged Write-offs, Balance
beginning costs and to other net of at end
Description of period expenses accounts recoveries of period
- ----------- --------- -------- -------- ---------- ---------
Allowance for doubtful accounts:
Year ended June 30, 2000 $850,000 $350,000 $180,000(1) $280,000 $1,100,000
Year ended June 30, 1999 750,000 989,000 889,000 850,000
Year ended June 30, 1998 550,000 502,000 302,000 750,000
(1) Represents reserve established for Sequoia receivables on April 25, 2000,
the date of the acquisition.
20
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.
Date: September 28, 2000 ANALYSTS INTERNATIONAL
CORPORATION
By: /s/ F.W. Lang
------------------------------------
F.W. Lang, Chairman
Pursuant to the requirements of the Securities Exchange Act of 1924,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ F.W. Lang Chairman & Chief Executive Officer September 28, 2000
- -------------------------- (Principal Executive Officer)
F. W. Lang
/s/ M.R. Charpentier Vice President, Finance and Treasurer
- -------------------------- (Principal Finance and Accounting Officer)
M. R. Charpentier
- -------------------------- President and Chief Operating Officer
M.J. LaVelle*
- -------------------------- Director
V.C. Benda*
- -------------------------- Director
W.K. Drake*
- -------------------------- Director
M.A. Loftus*
- -------------------------- Director
E.M. Mahoney*
- -------------------------- Director
R.L. Prince*
*F. W. Lang, by signing his name hereto, hereby signs this form 10-K on
behalf of the persons indicated pursuant to powers of attorney filed herewith.
/s/ F.W. Lang
----------------------------------------
F.W. Lang, Chairman
21
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3-b Restated Bylaws.
10-i Trust Agreement.
10-j Salary Protection.
10-k Incentive Protection.
11 Calculations of Earnings Per Share.
13 2000 Annual Report to Shareholders.
21 Subsidiaries of Registrant.
23 Independent Auditors' Consent.
24 Powers of Attorney.
27 Financial Data Schedule.
For a list of exhibits incorporated by reference and not filed with this Form
10-K, see Item 14 a.3 at pages 16-18 of this Form 10-K.
22