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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to _______________________
Commission file number 0-12255
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YELLOW CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 48-0948788
- ---------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10990 Roe Avenue, P.O. Box 7563, Overland Park, Kansas 66207
- ------------------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 696-6100
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 Par Value
Preferred Stock Purchase Rights
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(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
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 28, 2001 was $477,931,405.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 28, 2001
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Common Stock, $1 Par Value 24,122,112 shares
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the Form 10-K:
1) 2000 Annual Report to Shareholders - Parts I, II and IV
2) Proxy Statement dated March 5, 2001 - Part III
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Yellow Corporation
Form 10-K
Year Ended December 31, 2000
Index
Item Page
- ---- ----
PART I
1. Business 3
2. Properties 7
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
Executive Officers of the Registrant (Unnumbered Item) 9
PART II
5. Market for the Registrant's Common Stock and Related
Stockholder Matters 10
6. Selected Financial Data 10
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
8. Financial Statements and Supplementary Data 10
9. Changes and Disagreements on Accounting and
Financial Disclosure 10
PART III
10. Directors and Executive Officers of the Registrant 11
11. Executive Compensation 11
12. Security Ownership of Certain Beneficial Owners and
Management 11
13. Certain Relationships and Related Transactions 11
PART IV
14. Exhibits, Financial Statement Schedule and Reports
on Form 8-K 12
Report of Independent Public Accountants on Financial
Statement Schedule 14
Financial Statement Schedule II 15
Signatures 16
2000 Annual Report to Shareholders Exhibit (13)
Consent of Independent Public Accountants Exhibit (23)
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PART I
Item 1. Business.
(a) Yellow Corporation and its wholly-owned subsidiaries are collectively
referred to as "the company". The company provides transportation
services primarily to the less-than-truckload (LTL) market throughout
North America and, through partnership alliances, other international
markets. The company sold Preston Trucking Company, its northeast
regional LTL segment to a management group of three senior officers of
Preston Trucking in the second quarter of 1998. In December 1998, the
company acquired Action Express, Inc. a regional LTL carrier operating
principally in the Pacific Northwest. In July 1999, the company
acquired Jevic Transportation Inc. a fully integrated regional and
inter-regional LTL and partial TL carrier. The company expanded their
portfolio of transportation services with the introduction of Exact
Express in 1998, Definite Delivery in 1999 and Regional Advantage in
2000. In 2000 the company and two other venture partners formed
Transportation.com a non-asset based global Internet logistics company.
The company continues to make significant investments in technology.
(b) The company provides interstate transportation of general commodity
freight, primarily LTL, primarily by motor vehicle. The operation of
the company is conducted among three primary business segments.
Financial disclosures for these segments are presented in the Business
Segments footnote on page 47 of the 2000 Annual Report to Shareholders,
which is incorporated herein by reference.
(c) Yellow Corporation is a holding company providing freight
transportation services through its subsidiaries, Yellow Freight
System, Inc. (Yellow Freight), Saia Motor Freight Line, Inc. (Saia),
Jevic Transportation, Inc. (Jevic), WestEx, Inc. (WestEx), and Action
Express, Inc. (Action). Subsequent to year-end, the company announced
the integration of WestEx and Action into Saia, effective March 2001.
Yellow Technologies, Inc. (Yellow Technologies) is a subsidiary that
provides information technology services to the company and its
subsidiaries. In addition, the company holds a 65 percent interest in
Transportation.com, a global network logistics company providing a
broad suite of on-line services for small to medium size shippers and
carriers. The company employed an average of 32,900 persons in 2000.
Yellow Freight, the company's principal subsidiary based in Overland
Park, Kansas, accounted for 78% of total company revenue from
continuing operations in 2000, 81% in 1999 and 86% in 1998. Yellow
Freight, which operates with approximately 25,000 primarily unionized
employees, is one of the nation's largest providers of LTL
transportation services. It provides comprehensive national LTL service
including next day and time definite delivery as well as international
service to Mexico, Canada and, via alliances, Europe, the Asia/Pacific
region, South America and Central America.
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Item 1. Business. (cont.)
Saia, which employs approximately 4,300 nonunion employees, is a
regional LTL carrier headquartered in a suburb of Atlanta, Georgia
provides overnight and second-day service in twelve Southern states and
Puerto Rico. After the integration of WestEx and Action into Saia
effective March 2001, Saia will provide service to twenty-one states
including California, the Pacific Northwest and Rocky Mountain States.
Saia accounted for 10% of total company revenue from continuing
operations in 2000, 11% in 1999 and 12% in 1998.
Jevic, which employs approximately 2,600 nonunion employees, is a fully
integrated regional and inter-regional LTL and partial TL carrier and
is operated as a separate subsidiary of the company. Jevic's operating
system combines the high revenue yield characteristics of LTL carriers
with the operating flexibility and low fixed costs of TL carriers.
Jevic is headquartered in the Philadelphia metropolitan area and
operates primarily in the Northeastern states. Jevic accounted for 9%
of total company revenue from continuing operations in 2000 and 4% in
1999 from their acquisition date on July 9, 1999.
Yellow Technologies is a 400 person wholly-owned subsidiary of the
company providing innovative business solutions and new technologies to
drive competitive advantage for Yellow Freight. Its headquarters is in
Overland Park, Kansas.
The operations of the freight transportation companies are partially
regulated by the United States Department of Transportation and state
regulatory bodies. The company's competition includes contract motor
carriers, private fleets, railroads, other motor carriers and small
shipment carriers. No single carrier has a dominant share of the motor
freight market.
The company operates in a highly price-sensitive and competitive
industry, making pricing, customer service, effective asset
utilization, and cost control major competitive factors. No single
customer accounts for more than 10% of the company's total revenue. The
company's revenue is subject to seasonal variations throughout the
year. In addition, the company's business volumes are highly correlated
to general and regional economic activity. The first quarter is
generally the weakest while the third is the strongest. The
availability and cost of fuel and labor can significantly impact the
company's cost structure and earnings.
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Item 1. Business. (cont.)
Operating revenue for the company totaled 3.6 billion in 2000 an 11.2
percent increase over 1999 revenue of $3.2 billion. Operating income
for the year was $152.5 million, a 41.9 percent increase over 1999
operating income of $107.5 million. Operating income for 2000 benefited
from unusual items totaling $12.2 million, which consisted of property
gains partially offset by integration costs. Operating income for 1999
was burden with net property losses classified as unusual items of $0.3
million. Income from continuing operations in 2000 was $69.3 million or
$2.79 per share (all "per share" references are diluted) compared to
income from continuing operations of $50.9 million in 1999 or $2.02 per
share. The company recorded a $1.3 million after-tax charge in 2000 for
discontinued operations or ($.05) per share to settle pending
liabilities associated with the 1999 bankruptcy of Preston Trucking
Company (Preston Trucking). Including this charge, net income for 2000
was $68.0 million or $2.74 per share.
Yellow Freight's 2000 operating income was $141.8 million, a 66.1
percent increase over 1999 operating income of $85.4 million. Yellow
Freight's 2000 operating income includes a $20.7 million pretax gain on
the sale of real estate property in New York and a $6.5 million pretax
loss on a obsolete computer aided dispatch/mobile data terminal
technology application. Yellow Freight's 2000 operating revenue was
$2.8 billion, up 6.4 percent from $2.6 billion in 1999. The 2000
operating ratio was 94.9, an improvement of 1.8 points over the 1999
operating ratio of 96.7.
Saia had operating income of $16.5 million in 2000 compared to $16.8
million in 1999. Saia's revenue grew 5.0 percent to $367 million, up
from $349 million in 1999. Saia's 2000 operating ratio was 95.5
compared to 95.2 in 1999.
Jevic, which was acquired on July 9, 1999, had operating income of
$14.3 million in 2000 compared to $10.1 million for the partial year of
1999. Jevic's revenue was $307 million in 2000 and $138 million for the
partial year of 1999. Jevic's 2000 operating ratio was 95.3 compared to
92.7 for the partial year of 1999. Operating results for 1999 reflect
only contributions since the July 9 acquisition date.
The western regional companies, (WestEx, and Action,) whose operations
are being integrated with Saia, reported a combined operating loss of
$4.7 million in 2000 compared to a combined income of $0.5 million in
1999. The 2000 operating loss for these companies included pretax
charges of approximately $2.5 million to increase reserves primarily
for insurance and revenue related accounts.
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Item 1. Business. (cont.)
The company has a 65 percent interest in Transportation.com; a
non-asset based global logistics company that delivers services through
its Internet technology. Since its launch in June 2000,
Transportation.com has continued its rollout of a broad suite of
web-based services designed to serve small to medium-sized shippers and
carriers. In the first half of 2000, the company recorded operating
expense of approximately $3.5 million in business development expenses
related to Transporation.com. Beginning in the second half of 2000, the
company began accounting for their investment in Transportation.com as
an unconsolidated joint venture under the equity method of accounting.
The company's proportionate share of business development expenses of
Transportation.com for the second half of the year was approximately
$3.3 million and is reflected as non-operating expense.
The company's operations are further described in Management's
Discussion and Analysis in the 2000 Annual Report to Shareholders,
which is incorporated herein by reference.
The company's liquidity needs arise primarily from capital investment
in new equipment, land and structures and information technology, as
well as funding working capital requirements. To ensure short-term and
longer-term liquidity, the company maintains capacity under a bank
credit agreement and an asset backed securitization (ABS) agreement
involving Yellow Freight's accounts receivable. Working capital
decreased from a negative $83 million at year-end 1999 to a negative
$189 million at year-end 2000. The company can operate with negative
working capital because of the quick turnover of its accounts
receivable and its ready access to sources of short-term liquidity.
Future Outlook
The company recorded record earnings per share in 2000, led by the
improved operating performance of Yellow Freight. The improved earnings
reflect the company's ability to meet the increasingly complex
transportation needs of its customers through specialized service
offerings such as Exact Express (its premium tier time-definite
expedited service), Definite Delivery (its mid-tier time-definite
ground service) and Regional Advantage as well as the ability to
improve operational efficiency of its networks. The company believes
investing in industry leading technology and improving quality process
standards are paramount to gaining and sustaining a competitive
advantage. Yellow Technologies will continue to be a key resource for
Yellow Freight as they provide new and better ways to link customers
with the information they need.
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7
Item 1. Business. (cont.)
The company strengthened the depth of management in 2000 with the
appointments of seasoned executives to lead Yellow Freight and the
Regional group of companies and a corporate chief financial officer.
All the operating companies will continue to focus on top line revenue
growth as well as achieving improved operational efficiencies. Yellow
Freight, Saia and Jevic all made significant progress in 2000 on
managing costs through periods of slower business activity.
Early in 2001, the company announced the integration of its western
regional operations (WestEx and Action) into Saia. This positions Saia
with seamless overnight and second-day service in 21 states in the Sun
Belt, California, Pacific Northwest and Rocky Mountain regions. Jevic
will remain a separate business unit and operating model with its
Breakbulk-Free operation that has less handling of freight, longer
length of transit and heavier shipments than a traditional LTL carrier.
The company announced March 19, 2001 that first quarter 2001 earnings
will be below earlier estimates. An economic slowdown in the
manufacturing sector beyond what the company had forecast and the
impact of severe winter weather is expected to result in a decline in
tonnage from 2000 first quarter.
The company will continue to invest in its non-asset-based segment,
primarily its investment in Transportation.com. While the marketplace
for online transportation services companies has undergone significant
change in the last year, Transportation.com is becoming a service
leader in this very specialized market segment. Additionally, the
company will continue to look at other opportunities to increase
shareholder value. Management believes the company's balance sheet and
access to capital provide it the flexibility to reinvest in businesses
as well as pursue new business opportunities with attractive prospects
for growth and return on capital.
Statements contained herein, that are not purely historical, are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding the
company's expectations, hopes, beliefs and intentions on strategies
regarding the future. It is important to note that the company's actual
future results could differ materially from those projected in such
forward-looking statements because of a number of factors, including
but not limited to inflation, labor relations, inclement weather, price
and availability of fuel, competitor pricing activity, expense
volatility, changes in and customer acceptance of new technology and a
downturn in general or regional economic activity.
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Item 1. Business. (cont.)
(d) Revenue from foreign sources is discussed in the Business Segments
footnote on page 48 of the 2000 Annual Report to Shareholders, which is
incorporated herein by reference. Foreign source revenue was not
material to consolidated financial results in 2000, 1999 and 1998.
Item 2. Properties.
The company's operating subsidiaries each provide their transportation services
through separate networks, principally consisting of a fleet of tractors and
trailers and real estate terminal facilities.
At December 31, 2000, the company operated a total of 504 freight terminals
located in 50 states, Puerto Rico, parts of Canada and Mexico. Of this total,
241 were owned terminals and 263 were leased, generally for terms of three years
or less. The number of vehicle back-in doors totaled 17,439, of which 12,921
were at owned terminals and 4,518 were at leased terminals. The freight
terminals vary in size ranging from one to three doors at small local terminals,
to over 300 doors at Yellow Freight's largest consolidation and distribution
terminal. Substantially all of the larger terminals, containing the greatest
number of doors, are owned. In addition, the company and most of its
subsidiaries own and occupy general office buildings in their headquarters city.
At December 31, 2000, the company's subsidiaries operated 5,413 line-haul
tractors and 6,941 city tractors and trucks. The company operated 54,016
trailers.
The company's facilities and equipment are adequate to meet current business
requirements. The company expects moderate growth in its regional subsidiaries
and no significant volume growth in its Yellow Freight System subsidiary in
2001. The company has projected only modest increases in its operational
capacity. Projected net capital expenditures for 2001 are $160 million, an
increase over 2000 net capital expenditures of $135 million. Net capital for
both periods pertain primarily to replacement of revenue equipment at all
subsidiaries, additional investments in information technology, land and
structures.
Item 3. Legal Proceedings.
The information set forth under the caption "Commitments and Contingencies" in
the Notes to Consolidated Financial Statements of the registrant's Annual Report
to Shareholders for the year ended December 31, 2000, is incorporated by
reference under Item 14 herein.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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Executive Officers of the Registrant
The names, ages and positions of the executive officers of the company as of
March 23, 2001 are listed below. Officers are appointed annually by the Board of
Directors at their meeting that immediately follows the annual meeting of
shareholders.
Name Age Position(s) Held
---- --- ----------------
William D. Zollars 53 Chairman, President and Chief Executive Officer of the company
(since November 1999); President of Yellow Freight System
(since September 1996); Senior Vice President Ryder Integrated
Logistics, Inc. (1994 -1996)
William F. Martin, Jr. 53 Senior Vice President - Legal/Corporate Secretary of the
company (since December 1993); Vice President and Secretary of
the company (prior to December 1993); Vice President and
Secretary of Yellow Freight System (prior to May 1992)
Donald G. Barger, Jr. 58 Senior Vice President - Finance and Chief Financial Officer of
the company (since November 2000); Vice President and Chief
Financial Officer of Hillenbrand Industries, Inc. (prior to
November 2000); Vice President and Chief Financial Officer for
Worthington Industries (1993-1998).
H. A. Trucksess, III 53 President of the Regional Transportation Group (since February
2000); Senior Vice President - Finance and Chief Financial
Officer of the company (June 1994 - November 2000), and
Treasurer of the company (December 1995 - July 2000); Vice
President and Chief Financial Officer of Preston Corporation
(prior to June 1994).
Gregory A. Reid 48 Senior Vice President - Chief Communications Officer (since
November 2000); Senior Vice President of Sales and Marketing
for Yellow Freight (since March 1997); General Manager for
Ryder Integrated Logistics' Western Region (prior to March
1997).
The terms of each officer of the company designated above are scheduled to
expire April 19, 2001. The terms of each officer of the subsidiary companies are
scheduled to expire on the date of the next annual meeting of shareholders of
that company. No family relationships exist between any of the executive
officers named above.
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PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
The information set forth under the caption "Common Stock" on page 50 of the
registrant's Annual Report to Shareholders for the year ended December 31, 2000,
is incorporated by reference under Item 14 herein.
Item 6. Selected Financial Data.
The information set forth under the caption "Financial Summary" on pages 30 and
31 of the registrant's Annual Report to Shareholders for the year ended December
31, 2000, is incorporated by reference under Item 14 herein.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," appearing on pages 22 through 29 of the registrant's Annual Report
to Shareholders for the year ended December 31, 2000, is incorporated by
reference under Item 14 herein.
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary information, appearing on pages 32
through 50 of the registrant's Annual Report to Shareholders for the year ended
December 31, 2000, are incorporated by reference under Item 14 herein.
Item 9. Changes and Disagreements on Accounting and Financial Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
The information regarding Directors of the registrant has previously been
reported in the registrant's definitive proxy statement, filed pursuant to
Regulation 14A, and is incorporated by reference. For information with respect
to the executive officers of the registrant, see "Executive Officers of the
Registrant" at the end of Part I of this report.
Item 11. Executive Compensation.
This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.
Item 13. Certain Relationships and Related Transactions.
This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.
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PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(a)(1) Financial Statements
The following information appearing in the 2000 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual
Report as Exhibit (13):
Page
----
Management's Discussion and Analysis of
Financial Condition and Results of Operations 22-29
Financial Summary 30-31
Consolidated Financial Statements 32-48
Report of Independent Public Accountants 49
Quarterly Financial Information 50
Common Stock 50
With the exception of the aforementioned information, the 2000 Annual
Report to Shareholders is not deemed filed as part of this report.
Financial statements other than those listed are omitted for the reason
that they are not required or are not applicable. The following
additional financial data should be read in conjunction with the
consolidated financial statements in such 2000 Annual Report to
Shareholders.
(a) (2) Financial Statement Schedule
Page
----
Report of Independent Public Accountants on
Financial Statement Schedule 14
For the years ended December 31, 2000, 1999 and 1998:
Schedule II - Valuation and Qualifying Accounts 15
Schedules other than those listed are omitted for the reason that they
are not required or are not applicable, or the required information is
shown in the financial statements or notes thereto.
(a) (3) Exhibits
(13) - 2000 Annual Report to Shareholders.
(23) - Consent of Independent Public Accountants.
The remaining exhibits required by Item 7 of Regulation S-K are omitted
for the reason that they are not applicable or have previously been
filed.
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Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(b) Reports on Form 8-K
November 13, 2000 - Yellow Corporation announced that it has named
Donald G. Barger, Jr., as Senior Vice President and Chief Financial
Officer for Yellow Corporation.
January 15, 2001 - Yellow Corporation announced that WestEx and Action
Express, two operating subsidiaries within the corporation's Regional
Group, will be integrated with its Saia subsidiary and will operate
under the Saia name.
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14
Report of Independent Public
Accountants on Financial Statement Schedule
To the Shareholders of Yellow Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Yellow
Corporation's annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 25, 2001. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule of valuation and qualifying accounts (Schedule II) is the
responsibility of the company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
January 25, 2001
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Schedule II
Yellow Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- --------------------------------------------------------------------------------------------------------------------------
Additions
------------------------
Balance, -1- -2- Deductions- Balance,
Description Beginning Charged Charged Describe End Of
Of Period To Costs To Other (1) Period
And Accounts-
Expenses Describe
- --------------------------------------------------------------------------------------------------------------------------
(In Thousands)
Year ended December 31, 2000:
- ----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $15,661 $20,656 $ (820)(2) $19,662 $15,835
======= ======= ======= ======= =======
Year ended December 31, 1999:
- ----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $14,162 $15,878 $1,330 (3) $15,709 $15,661
======= ======= ====== ======= =======
Year ended December 31, 1998:
- ----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $12,264 $14,779 $ - $12,881 $14,162
======= ======= ====== ======= =======
(1) Primarily uncollectible accounts written off - net of recoveries.
(2) Estimated uncollectible accounts transferred to Transportation.com.
(3) Estimated uncollectible accounts of Jevic at July 9, 1999 acquisition date.
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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.
Yellow Corporation
BY: /s/ William D. Zollars
--------------------------------------
William D. Zollars
President, Chief Executive Officer and
March 23, 2001 Chairman of the Board of Directors
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 and
in the capacities and on the dates indicated.
/s/ Donald G. Barger, Jr. Senior Vice President - March 23, 2001
- ------------------------------------------------------- Finance/Chief Financial
Donald G. Barger, Jr. Officer
/s/ Howard M. Dean Director March 23, 2001
- -------------------------------------------------------
Howard M. Dean
/s/ Cassandra C. Carr Director March 23, 2001
- -------------------------------------------------------
Cassandra C. Carr
/s/ Carl W. Vogt Director March 23, 2001
- -------------------------------------------------------
Carl W. Vogt
/s/ Klaus E. Agthe Director March 23, 2001
- -------------------------------------------------------
Klaus E. Agthe
/s/ Dennis E. Foster Director March 23, 2001
- -------------------------------------------------------
Dennis E. Foster
/s/ John C. McKelvey Director March 23, 2001
- -------------------------------------------------------
John C. McKelvey
/s/ William L. Trubeck Director March 23, 2001
- -------------------------------------------------------
William L. Trubeck
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