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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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 FEBRUARY 1, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-9482
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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
--- ---
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. [ ]
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As of April 15, 1998, there were 21,017,927 shares of Hancock Fabrics, Inc. $.01
par value common stock held by non-affiliates with an aggregate market value of
$307,387,182. As of April 15, 1998, there were 21,266,587 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 11, 1998, 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. 1997 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. 1997 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.
1997 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............................................... 17
Signatures................................................. 18
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PART I
ITEM 1: BUSINESS
Hancock Fabrics, Inc., a Delaware corporation ("Hancock"), was incorporated in
1987 as a successor 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.
Hancock and its subsidiaries are engaged in the retail and wholesale fabric
business, selling fabrics 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 February 1, 1998, Hancock
operated 481 fabric stores in 38 states under the names "Hancock Fabrics,"
"Minnesota Fabrics," "Fabric Warehouse" and "Northwest Fabrics and Crafts." 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
increased its total stores by 19 in 1997, including the acquisition of 48
Northwest Fabrics and Crafts stores. During 1998, Hancock plans to open
approximately 40 stores and close approximately 25 stores.
As a wholesaler, Hancock sells to approximately 100 independent retailers in
locations in which Hancock has elected not to open its own stores. These
wholesale customers accounted for approximately 2% of Hancock's total sales for
the fiscal year ended February 1, 1998.
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MARKETING
Hancock principally serves the home sewing and home decorating markets, which
largely consist of women who make clothing for their families and decorations
for their homes or who hire professional home seamstresses to sew for them.
Quilters, crafters and hobbyists also comprise a portion of the 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 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 1.2 million households, including the
"Directions" magazine which contains discount coupons, sewing instructions and
fashion ideas as well as product advertisements.
During 1994, Hancock entered into an agreement with the Home and Garden
Television Network to sponsor a weekly sewing show called "Sew Perfect(TM)." The
program, which reaches almost 40 million U.S. households, is designed for the
beginning and intermediate skilled seamstress.
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 major expansion plans for 1998.
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 domestic and foreign 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 February 1, 1998. Hancock has experienced
no difficulty in maintaining satisfactory sources of supply.
COMPETITION
Hancock is among the largest fabric retailers in the United States.
Hancock principally competes with other national and regional
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fabric store chains on the basis of price, selection, quality, service and
location.
Hancock's competition has changed significantly in recent years due to rapid
expansion that began in the fabric industry in the late 1980's which ultimately
led to financial difficulties for many of the Company's competitors and to
significant industry consolidation. Store closings and associated inventory
liquidations by competitors continued during 1997, although at a slower pace, as
the piece goods retail capacity adjusted more closely to customer demand.
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 midsummer.
EMPLOYEES
At February 1, 1998, Hancock employed approximately 6,700 people on a full-time
and part-time basis, approximately 6,400 of whom work in the Company's retail
stores. The remainder work in the Tupelo warehouse, distribution and office
facility.
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, any increase in the minimum wage would affect Hancock's labor
cost.
ITEM 2: PROPERTIES
Hancock's 481 retail stores are located principally in neighborhood shopping
centers. Most of Hancock's retail stores average approximately 12,000 square
feet.
With the exception of four (4) owned 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
February 1, 1998, the remaining terms of the leases for stores in operation,
including renewal options, averaged approximately 11 years. During 1998, 57
store leases will expire. Hancock is currently negotiating renewals on certain
of these leases.
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,
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providing room for future expansion.
Reference is made to the information contained in Note 7 to the Consolidated
Financial Statements included in the accompanying Hancock Fabrics, Inc. 1997
Annual Report to Shareholders (Exhibit 13 hereto) for information concerning
Hancock's long-term obligations under leases.
ITEM 3: LEGAL PROCEEDINGS
Hancock is a party to several legal proceedings and claims. Although the outcome
of such proceedings and claims cannot be determined with certainty, Hancock's
management is of the opinion that it is unlikely that these proceedings and
claims will have a material effect on the financial condition or operating
results of Hancock.
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
- ---- --- ---------------------------------
Larry G. Kirk 51 Chairman of the Board and Chief
Executive Officer from June 1997,
Chief Executive Officer and
President from June 1996, President
and Chief Financial Officer from
June 1994, Senior Vice President and
Chief Financial Officer prior
thereto, Director from December
1990.
Jack W. Busby, Jr. 55 President, Chief Operating Officer
and Director from June 1997.
Executive Vice President and Chief
Operating Officer from June 1996;
Executive Vice President and
Director of Retail Operations, prior
thereto.
Bruce D. Smith 39 Senior Vice President, Chief
Financial Officer and Treasurer from
March 1997, Senior Vice President
from November 1996. Prior thereto,
Executive Vice President and Chief
Financial Officer with Fred's, Inc.
The term of each of the officers expires June 11, 1998.
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
-------------------- ---- --- --------
April 28, 1996 ............... $11.63 $ 9.38 $.08
July 28, 1996 ................ 11.63 8.75 .08
October 27, 1996 ............. 9.25 8.38 .08
February 2, 1997 ............. 12.88 8.13 .08
May 4, 1997 .................. 13.13 10.50 .08
August 3, 1997 ............... 13.75 11.75 .08
November 2, 1997 ............. 14.19 11.13 .10
February 1, 1998 ............. 15.56 13.69 .10
As of April 15, 1998, there were 9,365 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 February 1, 1998, which
appears on page 8 of the Hancock Fabrics, Inc. 1997 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
Management's discussion and analysis of financial condition and results of
operations appearing on pages 9 to 11 of the Hancock Fabrics, Inc. 1997 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
LLP dated March 6, 1998, appearing on pages 12 to 21 of the Hancock Fabrics,
Inc. 1997 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
11, 1998, 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 *
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(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 February 1, 1998................. 12
Consolidated Balance Sheet at February 1, 1998
and February 2, 1997............................... 13
Consolidated Statement of Cash Flows
for the three years ended February 1, 1998......... 14
Consolidated Statement of Shareholders' Equity
for the three years ended February 1, 1998......... 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. 1997 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 d Certificate of Incorporation of Registrant.
3.2 i By-Laws of Registrant.
4.1 d Certificate of Incorporation of Registrant.
4.2 i By-Laws of Registrant.
4.3 c 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 f 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 f Agreement between Registrant and Continental Stock Transfer &
Trust Company(as Rights Agent) dated as of July 16, 1992.
4.6 g Credit Agreement among Registrant and NationsBank of Georgia,
National Association, as Agent and Lenders as Signatories
Hereto ("Credit Agreement") dated as of September 20,1993.
10.1 g Credit Agreement dated as of September 20, 1993.
10.2 i Amendment to Credit Agreement dated as of May 31, 1995.
10.3 Amendment to Credit Agreement dated as of April 1, 1998.
10.4 i Form of Indemnification Agreements dated June 8, 1995 between
Registrant and each of R. Randolph Devening, Don L. Fruge,
Morris O. Jarvis, Larry G. Kirk and Donna L. Weaver.
10.5 i Form of Indemnification Agreements dated June 8, 1995 between
Registrant and each of Dean W. Abraham, Bradley A. Berg, Jack
W. Busby, Jr., Larry D. Fair, James A. Gilmore, David A.
Lancaster, Billy M. Morgan, James A. Nolting, William D.
Smothers, and Carl W. Zander.
10.6 j Form of Indemnification Agreement dated June 13, 1996 between
the Registrant and each of Tom R. Collins, Jeffie L. Gatlin,
Ellen J. Kennedy, Bruce E. Rockstad and William A. Sheffield,
Jr.
10.7 j Indemnification Agreement between Registrant and Bruce D.
Smith dated as of December 10, 1996.
10.8 Indemnification Agreement between Registrant and Phil L. Munie
dated as of March 13, 1997.
10.9 f * Agreement between Registrant and Morris O. Jarvis dated as of
May 3, 1987.
10.10 a * Amendment to Severance Agreement and to Deferred Compensation
Agreement between Registrant and Morris O. Jarvis dated as of
June 9, 1988.
10.11 a * Agreement to Secure Certain Contingent Payments between
Registrant and Morris O. Jarvis dated as of June 9, 1988.
10.12 c * Agreement between Registrant and Jack W. Busby, Jr. dated as
of June 9, 1988.
10.13 c * Agreement to Secure Certain Contingent Payments between
Registrant and Jack W. Busby, Jr. dated as of June 9, 1988.
10.14 b * Agreement between Registrant and Larry G. Kirk dated as of
June 9, 1988.
10.15 b * Agreement to Secure Certain Contingent Payments between
Registrant and Larry G. Kirk dated as of June 9, 1988.
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10.16 f * 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.
10.17 i * Form of Amendment, Extension and Restatement of Severance
Agreement between Registrant and each of Jack W. Busby, Jr.
and Larry G. Kirk dated as of March 14, 1996.
10.18 j * Retirement Agreement between Registrant and Morris O. Jarvis
dated as of April 2, 1996.
10.19 j * Amendment to Deferred Compensation Agreement, Severance
Agreement, and Agreement to Secure Certain Contingent Payments
between Registrant and Larry G. Kirk dated as of June 13,
1996.
10.20 j * Amendment to Deferred Compensation, and Agreement to Secure
Certain Contingent Payments between Registrant and Jack W.
Busby, Jr., dated as of June 13, 1996.
10.21 j * Agreement between Registrant and Bruce D. Smith dated as of
December 10, 1996.
10.22 j * Severance Agreement between Registrant and Bruce D. Smith
dated as of December 10, 1996.
10.23 j * Agreement to Secure Certain Contingent Payments between
Registrant and Bruce D. Smith dated as of December 10, 1996.
10.24 h * Supplemental Retirement Plan, as amended.
10.25 e * 1987 Stock Option Plan, as amended.
10.26 j * 1996 Stock Option Plan.
10.27 d * Extra Compensation Plan.
10.28 b * 1989 Restricted Stock Plan.
10.29 j * 1995 Restricted Stock Plan.
10.30 i * 1991 Stock Compensation Plan for Nonemployee Directors, as
amended.
11 Computation of Earnings Per Share.
13 Portions of the Hancock Fabrics, Inc. 1997 Annual Report to
Shareholders (for the fiscal year ended February 1, 1998)
incorporated by reference in this filing.
21 Subsidiaries of the Registrant.
23 Consent of Price Waterhouse LLP.
27.1 Financial Data Schedule - 1997
27.2 Financial Data Schedule - 1996
27.3 Financial Data Schedule - 1995
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a Incorporated by reference from Registrant's Form 10-K dated
April 26, 1989 as filed with the Securities and Exchange
Commission.
b Incorporated by reference from Registrant's Form 10-K dated
April 26, 1990 as filed with the Securities and Exchange
Commission.
c Incorporated by reference from Registrant's Form 10-K dated
April 26, 1991 as filed with the Securities and Exchange
Commission.
d Incorporated by reference from Registrant's Form 10-K dated
April 27, 1992 as filed with the Securities and Exchange
Commission.
e Incorporated by reference from Registrant's Form 10-Q dated
June 12, 1992 as filed with the Securities and Exchange
Commission.
f Incorporated by reference from Registrant's Form 10-K dated
April 26, 1993 as filed with the Securities and Exchange
Commission.
g Incorporated by reference from Registrant's Form 10-K dated
April 27, 1994 as filed with the Securities and Exchange
Commission.
h Incorporated by reference from Registrant's Form 10-K dated
April 24, 1995 as filed with the Securities and Exchange
Commission.
i Incorporated by reference from Registrant's Form 10-K dated
April 22, 1996 as filed with the Securities and Exchange
Commission.
j Incorporated by reference from Registrant's Form 10-K dated
April 22, 1997 as filed with the Securities and Exchange
Commission.
* Denotes management contract or compensatory plan or
arrangement.
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(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), 33-29138 (filed June 12, 1989)and
33-55419, (filed September 9, 1994):
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,
1998.
HANCOCK FABRICS, INC.
By /s/ Larry G. Kirk
-------------------------------
Larry G. Kirk
Chairman of the Board and
Chief Executive Officer
By /s/ Bruce D. Smith
-------------------------------
Bruce D. Smith
Senior Vice President and
Chief Financial Officer
(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 27th day of April, 1998.
SIGNATURE TITLE
--------- -----
/s/ Larry G. Kirk Chairman of the Board, Chief Executive
- ---------------------------- Officer and Director
(Larry G. Kirk)
/s/ Jack W. Busby, Jr. President, Chief Operating Officer and
- ---------------------------- Director
(Jack W. Busby, Jr.)
/s/ R. Randolph Devening Director
- ----------------------------
(R. Randolph Devening)
/s/ Don L. Fruge Director
- ----------------------------
(Don L. Fruge)
/s/ Donna L. Weaver Director
- ----------------------------
(Donna L. Weaver)
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