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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-9482
____________
HANCOCK FABRICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 64-0740905
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3406 WEST MAIN ST., TUPELO, MS 38801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(601) 842-2834
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
---------------------
Title of each class on which registered
------------------- ---------------------
Common Stock ($.01 par value) New York Stock Exchange
Rights New York Stock Exchange
Securities Registered Pursuant To Section 12(g) of the Act:
None
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
--- ---
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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 the 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. [ ]
As of April 15, 1994 there were 21,186,997 shares of Hancock Fabrics, Inc. $.01
par value common stock held by non-affiliates with an aggregate market value of
$190,682,973.00. As of April 15, 1994, there were 21,482,529 shares of
Hancock Fabrics, Inc. $.01 par value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on June 9, 1994, to be filed with the Securities and Exchange Commission
within 120 days after the end of the fiscal year, are incorporated by reference
in Part III of this Annual Report on Form 10-K.
Portions of the Hancock Fabrics, Inc. 1993 Annual Report to Shareholders
(Exhibit 13 hereto) are incorporated by reference in Parts I and II of this
Annual Report on Form 10-K. With the exception of those portions that are
specifically incorporated by reference in this Annual Report on Form 10-K, the
Hancock Fabrics, Inc. 1993 Annual Report to Shareholders is not to be deemed
filed as part of this Annual Report on Form 10-K.
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HANCOCK FABRICS, INC.
1993 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Page
Number
------
Item 1. Business.......................................... 4
Item 2. Properties........................................ 6
Item 3. Legal Proceedings................................. 7
Item 4. Submission of Matters to a Vote
of Security Holders.............................. 7
Executive Officers of Registrant........................... 8
PART II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters...................... 9
Item 6. Selected Financial Data........................... 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 10
Item 8. Financial Statements and Supplementary Data....... 10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........... 10
PART III
Item 10. Directors and Executive Officers of Registrant.... 11
Item 11. Executive Compensation............................ 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management................................... 11
Item 13. Certain Relationships and Related Transactions.... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.............................. 12
Undertaking in Connection with Registration Statements
on Form S-8............................................... 16
Signatures................................................. 17
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PART I
ITEM 1: BUSINESS
Hancock Fabrics, Inc., a Delaware corporation ("Hancock"), was incorporated in
1987 and succeeded to the retail and wholesale fabric business of Hancock
Textile Co., Inc., a Mississippi corporation and a wholly owned subsidiary of
Lucky Stores, Inc., a Delaware corporation ("Lucky").
Founded in 1957, Hancock operated as a private Company until 1972 when it was
acquired by Lucky. Hancock became a publicly owned company as a result of the
distribution of the shares of its common stock to the shareholders of Lucky on
May 4, 1987 pursuant to a restructuring plan announced by Lucky in 1986.
Hancock and its subsidiary are engaged in the retail and wholesale fabric
business, selling fabrics, crafts and related accessories to the home sewing
and home decorating market and at wholesale to independent retailers. Hancock
is one of the largest fabric retailers in the United States. At January 30,
1994, Hancock operated 500 fabric stores in 33 states under the names "Hancock
Fabrics," "Minnesota Fabrics," "Fabric Warehouse" and "Fabric Market." As a
wholesaler of fabrics and related items, Hancock sells to independent retail
fabric stores through its wholesale distribution facility in Tupelo,
Mississippi.
OPERATIONS
Hancock offers a wide selection of apparel fabrics, notions (which include
sewing aids and accessories such as zippers, buttons, threads and
ornamentation), patterns, quilting materials and supplies, home decorating
products (which include drapery and upholstery fabrics), craft items and
related supplies. Each of Hancock's retail stores maintains an inventory that
includes cotton, woolen and synthetic staple fabrics such as broadcloth,
poplin, gaberdine, unbleached muslin and corduroy, as well as seasonal and
current fashion fabrics.
Hancock's stores are primarily located in neighborhood shopping centers.
Hancock opened 22, 23 and 18 net stores in 1991, 1992 and 1993, respectively,
and plans a net increase of 15 stores during 1994.
As a wholesaler, Hancock sells to almost 200 independent retailers in locations
in which Hancock has elected not to open its own stores. These wholesale
customers accounted for less than 5% of Hancock's total sales for the fiscal
year ended January 30, 1994.
MARKETING
Hancock principally serves the home sewing and home decorating markets, which
largely consists of value conscious women who make clothing for their families
and decorations for their homes or who hire professional home seamstresses to
sew for them. Quilters,
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crafters and hobbyists also comprise a growing base of customers, as do
consumers of bridal, party, prom and special occasion merchandise.
Hancock offers its customers a wide selection of products at prices that it
believes are generally lower than the prices charged by its competitors. In
addition to staple fabrics and notions for clothing and home decoration,
Hancock provides a variety of seasonal and current fashion apparel merchandise.
Hancock uses aggressive promotional advertising, primarily through newspapers,
direct mail and television, to reach its target customers. Hancock mails eight
to ten direct mail promotions each year to approximately two million
households, including the "Directions" magazine which contains discount
coupons, sewing instructions and fashion ideas as well as product
advertisements.
DISTRIBUTION AND SUPPLY
Hancock's retail stores and its wholesale customers are served by Hancock's
525,000 square foot warehouse, distribution and office facility in Tupelo,
Mississippi. Hancock believes this facility is adequate for the near term and
has no expansion plans for 1994.
Contract trucking firms, common carriers and parcel delivery are used to
deliver merchandise to Hancock's retail stores and to its wholesale customers.
A substantial portion of the deliveries to Hancock's stores and wholesale
customers are made directly by vendors.
Bulk quantities of fabric are purchased from mills, fabric jobbers and
importers. Hancock has no long-term contracts for the purchase of merchandise
and did not purchase more than 5% of its merchandise from any one supplier
during the fiscal year ended January 30, 1994. Hancock has experienced no
difficulty in maintaining satisfactory sources of supply.
COMPETITION
Hancock is among the largest fabric retailers in the United States. The retail
fabric business has become increasingly competitive due to excess capacity in
many geographical markets resulting from the entry and expansion of other major
fabric retailers. Hancock principally competes with other national and
regional fabric store chains on the basis of price, selection, quality, service
and location.
While fabric departments of discount, variety and department stores have been
notable competitors in the past, these stores have steadily withdrawn from the
piece goods business because of the difficulty in effectively competing with
the selection offered by larger stores that specialize in fabrics and related
products. Additionally, Hancock believes that further contraction in the
numbers of full-size fabric stores in over saturated markets will be necessary
to reverse the expansion trend of the last few years
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when rapid unit and square footage growth exceeded the more moderate growth in
demand for fabrics and related merchandise.
SEASONALITY
Hancock's business is slightly seasonal. Peak sales periods occur during the
fall and pre-Easter weeks, while the lowest sales periods occur during
pre-Christmas and mid-summer.
EMPLOYEES
At January 30, 1994, Hancock employed approximately 7,100 people on a full-time
and part-time basis, approximately 6,750 of whom work in the Company's retail
stores. The remainder work in the Tupelo warehouse, distribution and office
facility. Currently, thirty-three (33) of Hancock's employees are covered by a
collective bargaining agreement.
GOVERNMENT REGULATION
Hancock is subject to the Fair Labor Standards Act, which governs such matters
as minimum wages, overtime and other working conditions. A significant number
of Hancock's employees are paid at rates related to federal and state minimum
wages and, accordingly, increases in minimum wages affect Hancock's labor cost.
Recently enacted legislation under the Americans With Disabilities Act
requiring, among other things, that "reasonable accommodation" to the
Company's facilities be afforded to employees and to the general public could
also result in added costs to Hancock under the revised guidelines.
Additionally, legislation providing for family leave to employees could result
in higher costs to the Company in labor, unemployment and health insurance and
in reduced productivity due to replacement hiring constraints while employees
are on family leave.
ITEM 2: PROPERTIES
Hancock's 500 retail stores are located principally in neighborhood shopping
centers. Most of Hancock's retail stores range in size from 9,000 to 12,000
square feet. Hancock's sixty (60) "Fabric Warehouse" stores range in size from
10,300 to 30,000 square feet. Hancock's six (6) "Fabric Market" stores average
12,600 square feet.
With the exception of four (4) locations, Hancock's retail stores are leased.
The original lease terms generally range from 10 to 20 years and most leases
contain one or more renewal options, usually of five years in length. At
January 30, 1994, the remaining terms of the leases for stores in operation,
including renewal options, averaged approximately 13 years. During 1994, 43
store leases will expire. Hancock is currently negotiating renewals on certain
of these leases.
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Hancock's 525,000 square foot warehouse, distribution and office facility in
Tupelo, Mississippi is owned by Hancock and is not subject to any mortgage or
similar encumbrance. Hancock also owns approximately 40 acres of land adjacent
to its Tupelo facility, providing room for future expansion.
Reference is made to the information contained in the "Long-Term Leases"
section contained in the "Notes to Consolidated Financial Statements" included
in the accompanying Hancock Fabrics, Inc. 1993 Annual Report to Shareholders
(Exhibit 13 hereto) for information concerning Hancock's long-term obligations
under leases.
ITEM 3: LEGAL PROCEEDINGS
Hancock is not a party to, nor is any of its properties the subject of, any
material pending legal proceedings, other than ordinary and routine litigation
incidental to its business.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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Executive Officers of Registrant
Office Presently Held and Business
Name Age Experience During Past Five Years
- ---- --- ---------------------------------
Morris O. Jarvis 53 Chairman of the Board, President and Chief
Executive Officer.
Jack W. Busby, Jr. 51 Executive Vice President and Director of Retail
Operations, from October 1990; Vice President,
Operations Manager, prior thereto.
Larry G. Kirk 47 Senior Vice President, from September 1992; Director,
from December 1990; Vice President, Chief Financial
Officer, Treasurer and Secretary, from December 1989;
Vice President, Controller, Assistant Treasurer and
Assistant Secretary, prior thereto.
The term of each of the officers expires June 9, 1994.
There are no family relationships among the executive officers.
There are no arrangements or understandings pursuant to which any person was
selected as an officer.
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PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Hancock's common stock and the associated common stock purchase rights are
listed on the New York Stock Exchange and trade under the symbol HKF. The
following table sets forth the high and low sales price for Hancock's common
stock as reported in "New York Stock Exchange - Composite Transactions" and the
dividends paid per share for Hancock's common stock:
Fiscal Quarter Ended High Low Dividend
-------------------- ---- --- --------
May 3, 1992....................$18.00 $12.25 $.08
August 2, 1992................. 13.75 10.00 .08
November 1, 1992............... 11.88 9.13 .08
January 31, 1993................14.38 10.13 .08
May 2, 1993....................$14.00 $10.38 $.08
August 1, 1993................. 11.00 8.00 .08
October 31, 1993............... 9.88 8.13 .08
January 30, 1994................10.00 9.00 .08
As of April 15, 1994, there were 12,890 holders of record of Hancock's common
stock. Holders of shares of common stock are entitled to dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor (subject to the prior payment of cumulative dividends on any
outstanding shares of preferred stock, of which none are outstanding).
ITEM 6: SELECTED FINANCIAL DATA
The selected financial data for the five years ended January 30, 1994, which
appears on page 9 of the Hancock Fabrics, Inc. 1993 Annual Report to
Shareholders, is incorporated by reference in this Annual Report on Form 10-K.
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ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The management's discussion and analysis of financial condition and results of
operations appearing on pages 10 to 11 of the Hancock Fabrics, Inc. 1993 Annual
Report to Shareholders is incorporated by reference in this Annual Report on
Form 10-K.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of Price Waterhouse
dated March 4, 1994, appearing on pages 12 to 21 of the Hancock Fabrics, Inc.
1993 Annual Report to Shareholders are incorporated by reference in this Annual
Report on Form 10-K.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11: EXECUTIVE COMPENSATION
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as noted below, for information with respect to Items 10, 11, 12 and 13,
see the Proxy Statement for the Annual Meeting of Shareholders to be held June
9, 1994, to be filed with the Securities and Exchange Commission within 120
days after the end of the fiscal year, which is incorporated herein by
reference.
The information concerning "Executive Officers of the Registrant" is included
in Part I of this Form 10-K in accordance with Instruction 3 of paragraph (b)
of Item 401 of Regulation S-K.
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PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
Page
----
Number #
------
(a) The following documents are filed as part
of this report:
(1) Consolidated Financial Statements:
Report of Independent Accountants............. 21
Consolidated Statement of Earnings for the
three years ended January 30, 1994.......... 12
Consolidated Balance Sheet at January 30, 1994
and January 31, 1993........................ 13
Consolidated Statement of Cash Flows
for the three years ended January 30, 1994.. 14
Consolidated Statement of Shareholders' Equity
for the three years ended January 30, 1994.. 15
Notes to Consolidated Financial Statements.... 16-21
(2) Consolidated Financial Statement Schedules:
All schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements or notes thereto.
Supplementary data:
Selected Quarterly Financial Data ............ 8
# Incorporated by reference from the indicated pages of
the Hancock Fabrics, Inc. 1993 Annual Report to Shareholders.
(3) Those exhibits required to be filed as Exhibits to this
Annual Report on Form 10-K pursuant to Item 601 of
Regulation S-K are as follows:
Exhibit No.
3.1**** Certificate of Incorporation of Registrant.
3.2*** By-laws of Registrant.
4.1**** Certificate of Incorporation of Registrant.
4.2*** By-laws of Registrant.
4.3*** Rights Agreement between Registrant and
C & S/Sovran Trust Company (Georgia), N.A.,
as amended March 14, 1991 and restated as of
April 2, 1991.
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4.4****** Amendment to Rights Agreement between
Registrant and NationsBank of Georgia, N.A.
(formerly C & S/Sovran Trust Company
(Georgia), N.A.) dated June 25, 1992.
4.5****** Agreement between Registrant and
Continental Stock Transfer & Trust
Company (as Rights Agent) dated as of July 16,
1992.
4.6**** Note Purchase Agreement between Registrant and Nationwide
Life Insurance Company, West Coast Life Insurance
Company, Financial Horizons Insurance Company, Farmland
Life Insurance Company and Wisconsin Health Care Liability
Insurance Plan ("Note Purchase Agreement") dated as of
January 15, 1992.
4.7****** Amendment to Note Purchase Agreement dated as of
November 4, 1992.
4.8 Credit Agreement among Registrant and Nations Bank of
Georgia, National Association, as Agent and Lenders as
Signatories Hereto ("Credit Agreement") dated as of
September 20, 1993.
10.1**** Swap Transaction between Registrant and Continental Bank N.
A. dated November 1, 1991.
10.2**** Note Purchase Agreement dated as of January 15, 1992.
10.3****** Amendment to Note Purchase Agreement dated as of
November 4, 1992.
10.4 Credit Agreement dated as of September 20, 1993. See Exhibit 4.8.
10.5****** +Form of Indemnification Agreements dated March 23, 1987
between Registrant and each of Don L.Fruge, Morris O.
Jarvis, Ivan Owen and Donna L. Weaver.
10.6****** +Form ofIndemnification Agreements dated March 23, 1987
between Registrant and each of Dean W. Abraham, Jack W.
Busby, Jr., David H. Jensen, Larry G. Kirk, Billy M.
Morgan, William D. Smothers, Charles R. Warren and Carl W.
Zander.
10.7** Indemnification Agreement between Registrant and James A.
Gilmore dated as of March 2, 1989.
10.8**** Indemnification Agreement between Registrant and James A.
Nolting dated as of December 12, 1991.
10.9****** Indemnification Agreement between Registrant and David A.
Lancaster dated as of March 10, 1993.
10.10 Indemnification Agreement between Registrant and Bradley
A. Berg dated as of March 10, 1994.
10.11****** +Agreement between Registrant and Morris O.
Jarvis dated as of May 3, 1987.
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10.12* +Amendment to Severance Agreement and to Deferred
Compensation Agreement between Registrant and Morris O.
Jarvis dated as of June 9, 1988.
10.13* +Agreement to Secure Certain Contingent Paments between
Registrant and Morris O. Jarvis dated as of June 9, 1988.
10.14** +Amendment and Renewal of Severance Agreement and Amendment
of Other Related Agreements between Registrant and Morris
O. Jarvis dated as of March 8, 1990.
10.15*** +Agreement between Registrant and Jack W. Busby, Jr. dated
as of June 9, 1988.
10.16*** +Agreement to Secure Certain Contingent Payments between
Registrant and Jack W. Busby, Jr. dated as of June 9, 1988.
10.17** +Agreement between Registrant and Larry G. Kirk dated as of
June 9, 1988.
10.18** +Agreement to Secure Certain Contingent Payments between
Registrant and Larry G. Kirk dated as of June 9, 1988.
10.19*** +Form of Amendments and Renewals of Severance Agreement and
Amendments of Other Related Agreements between Registrant
and each of Jack W. Busby, Jr. and Larry G. Kirk dated as of
March 8, 1990.
10.20****** +Amendment, Extension and Restatement of Severance Agreement
between Registrant and Morris O. Jarvis dated as of
March 10, 1993.
10.21****** +Form of Amendment, Extension and Restatement
of Severance Agreements dated as of March
10, 1993 between Registrant and each of
Jack W. Busby, Jr. and Larry G. Kirk.
10.22**** +Supplemental Retirement Plan, as amended.
10.23***** +1987 Stock Option Plan, as amended.
10.24**** +Extra Compensation Plan.
10.25** +1989 Restricted Stock Plan.
10.26***** +1991 Stock Compensation Plan for Nonemployee Directors.
11 Computation of Earnings Per Share.
13 Portions of the Hancock Fabrics, Inc. 1993
Annual Report to Shareholders (for the fiscal
year ended January 30, 1994) incorporated by
reference in this filing.
21 Subsidiaries of the Registrant.
23 Consent of Price Waterhouse.
_____________
* Incorporated by reference from Registrant's Form 10-K
dated April 26, 1989 as filed with the Securities and
Exchange Commission.
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** Incorporated by reference from Registrant's Form 10-K
dated April 26, 1990 as filed with the Securities and
Exchange Commission.
*** Incorporated by reference from Registrant's Form 10-K
dated April 26, 1991 as filed with the Securities and
Exchange Commission.
**** Incorporated by reference from Registrant's Form 10-K
dated April 27, 1992 as filed with the Securities and
Exchange Commission.
***** Incorporated by reference from Registrant's Form 10-Q
dated June 12, 1992 as filed with the Securities and
Exchange Commission.
****** Incorporated by reference from Registrant's Form 10-K
dated April 26, 1993 as filed with the Securities and
Exchange Commission.
+ Denotes management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the last quarter of
the period covered by this report.
Shareholders may obtain copies of any of these exhibits by writing to the
Secretary at the executive offices of the Company. Please include payment in
the amount of $1.00 for each document, plus $.25 for each page ordered, to
cover copying, handling and mailing charges.
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UNDERTAKING IN CONNECTION WITH
REGISTRATION STATEMENTS ON FORM S-8
For purposes of complying with the amendments to the rules governing Form S-8
(effective July 13, 1990) under the Securities Act of 1933 (the "Act"), the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8
Nos. 33-17215 (filed September 15, 1987) and 33-29138 (filed June 12, 1989):
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 512(h) of Regulation S-K, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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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, ON THIS 27TH DAY OF
APRIL, 1994.
HANCOCK FABRICS, INC.
BY /s/ Morris O. Jarvis
---------------------
Morris O. Jarvis
Chairman of the Board,
President and Chief Executive Officer
BY /s/ Larry G. Kirk
---------------------
Larry G. Kirk
Senior Vice President,
Chief Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES INDICATED ON THIS 27 TH DAY OF APRIL, 1994.
SIGNATURE TITLE
--------- -----
/s/ Morris O. Jarvis Chairman of the Board, President,
- ------------------------- Chief Executive Officer and
(Morris O. Jarvis) Director
/s/ Larry G. Kirk Senior Vice President, Chief
- ------------------------- Financial Officer, Secretary and
(Larry G. Kirk) Director
/s/ Don L. Fruge Director
- -------------------------
(Don L. Fruge)
/s/ Ivan Owen Director
- -------------------------
(Ivan Owen)
/s/ Donna L. Weaver Director
- -------------------------
(Donna L. Weaver)
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