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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 1999
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Commission file number: 33-60032
BUCKEYE TECHNOLOGIES INC.
Incorporated pursuant to the Laws of Delaware
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Internal Revenue Service -- Employer Identification No. 62-1518973
1001 Tillman Street, Memphis, TN 38112
901-320-8100
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Securities registered pursuant to Section 12(b) of the Act:
Title of Securities: Common Stock - $.01 par value
Exchanges on which Registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
8-1/2% Senior Subordinated Notes due 2005
9-1/4% Senior Subordinated Notes due 2008
8% Senior Subordinated Notes due 2010
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. [ ]
As of September 13, 1999, the aggregate market value of the registrant's voting
shares held by non-affiliates was approximately $366,199,000.
As of September 13, 1999, there were outstanding 35,342,464 Common Shares of the
registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Buckeye Technologies Inc.'s 1999 Annual Report are incorporated by
reference into Part I and Part II. Portions of Buckeye Technologies Inc.'s 1999
Annual Proxy Statement are incorporated by reference into Part III.
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INDEX
BUCKEYE TECHNOLOGIES INC.
ITEM PAGE
PART I
1. Business............................................................................. 2
2. Properties........................................................................... 6
3. Legal Proceedings.................................................................... 6
4. Submission of Matters to a Vote of Security Holders.................................. 6
PART II
5. Market for the Registrant's Common Stock and Related Security Holder Matters......... 7
6. Selected Financial Data.............................................................. 7
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................... 7
7a. Market Risk Disclosure............................................................... 7
8. Financial Statements and Supplementary Data.......................................... 7
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.................................................................... 7
PART III
10. Directors and Executive Officers of the Registrant................................... 8
11. Executive Compensation............................................................... 9
12. Security Ownership of Certain Beneficial Owners and Management....................... 9
13. Certain Relationships and Related Transactions....................................... 9
PART IV
14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K...................... 10
OTHER
Signatures........................................................................... 13
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PART I
ITEM 1. BUSINESS
GENERAL
Buckeye Technologies Inc. (the Company or Buckeye) is a leading
manufacturer and worldwide marketer of value-added cellulose-based specialty
products. The Company utilizes its expertise in polymer chemistry and its
state-of-the-art manufacturing facilities to develop and produce innovative
proprietary products for its customers. The Company sells its products to a wide
array of technically demanding niche markets in which its proprietary products
and commitment to customer technical service give it a competitive advantage.
Buckeye is the world's only manufacturer offering cellulose-based specialty
products made from both wood and cotton and utilizing both wet-laid and air-laid
technologies. As a result, the Company produces a broader range of
cellulose-based specialty products than any of its competitors.
The Company believes that it has leading positions in most of the high-end
niche markets in which it competes. Buckeye's focus on niche specialty cellulose
markets has enabled it to maintain consistently strong sales growth and stable
operating margins, even during downturns in the commodity cellulose markets.
COMPANY HISTORY
The Company has participated in the cellulose-based specialty market for
over 75 years and has developed new uses for both wood and cotton based
cellulose products. During fiscal 1997, the Company made two acquisitions. The
first acquisition, Alpha Cellulose Holdings Inc., in September 1996, produces
specialty cellulose. The second acquisition, Merfin International Inc., utilizes
specialty cellulose to produce cellulose based air-laid nonwovens for absorbent
applications. Further information on these acquisitions is incorporated herein
by reference to Note 2, Business Combinations, to the Consolidated Financial
Statements, on page 32 of the Company's 1999 Annual Report.
The Company is incorporated in Delaware and its executive offices are
located at 1001 Tillman Street, Memphis, Tennessee. Its telephone number is
(901) 320-8100.
PRODUCTS
The Company is the only manufacturer offering cellulose-based specialty
products made from both wood and cotton utilizing both wet-laid and air-laid
technologies. As a result, the Company produces a broader range of
cellulose-based specialty products than any of its competitors.
Additional information is incorporated herein by reference to the pages of
the Company's 1999 Annual Report starting with the section titled "Our Ideas
Really Hold Water" through the section titled "Recycling Is In Our Genes" and
Note 11, Segment Information, to the Consolidated Financial Statements on pages
37 and 38 of the Company's 1999 Annual Report.
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RAW MATERIALS
Slash pine timber and cotton fiber are the principal raw materials used in
the manufacture of the Company's specialty cellulose and absorbent cellulose
products. They represent the largest components of the Company's variable costs
of production. The region surrounding Buckeye's plant located in Perry, Florida
(the Foley Plant) has a high concentration of slash pine timber, which enables
Buckeye to purchase adequate supplies of a species well suited to its products
at an attractive cost. In order to be better assured of a secure source of wood
at reasonable prices, the Company has entered into various timber purchase
agreements. Additional information is incorporated herein by reference to Note
13, Purchase Commitments, to the Consolidated Financial Statements, which
appears on page 38 of the Company's 1999 Annual Report.
The Company purchases cotton fiber either directly from cottonseed oil
mills or indirectly through agents or brokers. The Memphis Plant is
strategically located in the Mississippi Valley, one of the largest cotton fiber
producing regions in the world. Generally, the Company purchases substantially
all of its requirements of cotton fiber for the Memphis and Lumberton plants
domestically. The Glueckstadt plant purchases cotton fiber principally from
suppliers in the Middle East.
The cost of both slash pine timber and cotton fiber is subject to market
fluctuations caused by supply and demand factors beyond the Company's control.
SALES AND CUSTOMERS
The Company's products are marketed and sold through a highly trained and
technically skilled in-house sales force. The Company maintains sales offices in
Memphis, Tennessee, and Geneva, Switzerland. The Company's worldwide sales are
diversified by geographic region as well as end-product application. Buckeye's
sales are distributed to customers in approximately 50 countries around the
world. The Company's fiscal 1999 sales reflect this geographic diversity, with
36% of sales in North America 35% in Europe, 16% in Asia, 8% in South America
and 5% in other regions. Geographic segment data and product sales data is
included in Note 11 to the Consolidated Financial Statements which appears on
pages 37-38, Segment Information, of the Company's 1999 Annual Report, and is
incorporated herein by reference.
The high-end, technically demanding specialty niches that Buckeye serves
require a higher level of sales and technical service support than do commodity
cellulose sales. Most of the Company's technically trained sales and service
engineers began their careers in the Company's manufacturing or product
development operations. These professionals work with customers in their plants
to design cellulose tailored precisely to their product needs and manufacturing
processes.
Procter & Gamble, the world's largest diaper manufacturer, is the Company's
largest customer, accounting for 35% of the Company's fiscal 1999 gross sales.
The Company and Procter & Gamble have entered into a long-term Pulp Supply
Agreement, which requires Procter & Gamble to purchase specified tonnage of the
Company's fluff pulp annually through the year 2002. Shipments of fluff pulp
under the Pulp Supply Agreement are made to Procter & Gamble affiliates
worldwide, as directed by Procter & Gamble. The pricing of the fluff pulp sold
pursuant to the Pulp Supply Agreement in the years 1999 and 2000 will be at the
higher of the contract formula price or market, and pricing in the years 2001
and 2002 will be at market. The formula price has three components: (i) a
specified provision to cover the Company's manufacturing costs and profit margin
(ii) a provision for escalation based on Consumer Price Index changes, and (iii)
a provision to adjust for all actual changes in the price of wood, the major raw
material component of the fluff pulp purchased under the contract. Buckeye's
next four largest customers in the aggregate account for approximately 12% of
gross sales.
Over 90% of the Company's worldwide sales are denominated in U.S. dollars,
and such sales are not
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subject to exchange rate fluctuations. The Company's products are shipped by
rail, truck and ocean carrier.
RESEARCH AND DEVELOPMENT
The Company's research and development activities focus on developing new
products, improving existing products, and enhancing process technologies to
further reduce costs and respond to environmental needs. The Company has a
history of innovation in specialty cellulose products. The acquisition of Merfin
added capability in the research and development of new air-laid absorbent
products. Buckeye has pilot plant facilities in which to produce experimental
products for qualification in customer plants. The Company completed the
construction of a new air-laid nonwovens pilot plant during the year ended June
30, 1999. This proprietary pilot facility will support Buckeye's development
efforts with a number of leading consumer products companies and speed delivery
of these breakthrough products to the marketplace.
Research and development costs of $10.9 million, $10.7 million, and $8.4
million were charged to expense as incurred for the years ended June 30, 1999,
1998 and 1997, respectively.
COMPETITION
Buckeye's competitors include the following: Concert Industries (Canada),
Duni AB (Sweden), Fort James (U.S.), Georgia-Pacific Corporation (U.S.), Havix
(Japan), Honshu (Japan), Hosposables (U.S.), International Paper Company (U.S.),
Personal Care Group (U.S.), Rayonier, Inc. (U.S.), Sappi Limited (South Africa),
Southern Cellulose Products Inc. (U.S.), Spontex (U.K.), Tembec Inc. (Canada),
Western Pulp Limited Partnership, (Canada), and Weyerhaeuser Company (U.S.).
Competition is based on product performance, technical service, and, to a lesser
extent, price. Southern Cellulose Products Inc. is owned by Archer Daniels
Midland, a subsidiary of which supplies cotton fibers to the Company.
INTELLECTUAL PROPERTY
The Company currently holds six U. S. patents and three foreign patents,
and has more than two dozen applications pending. In addition, the Company has
access to royalty-free licenses for five U.S. patents and two foreign patents.
Buckeye intends to protect its patents and file applications for any future
inventions that are deemed to be important to its business operations.
INFLATION
The Company believes that inflation has not had a material effect on its
results of operations or financial condition during recent periods.
SEASONALITY
The Company's business has generally not been seasonal to any significant
extent.
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EMPLOYEES
On June 30, 1999, the Company employed approximately 1,800 individuals at
its facilities in Memphis, Tennessee; Perry, Florida; Lumberton and King, North
Carolina; Savannah, Georgia; Glueckstadt, Germany; Delta, Canada; Cork, Ireland;
and Geneva, Switzerland. Collective bargaining agreements are in place at the
Foley Plant (approximately 600 hourly employees) with the United Paper Workers
International Union, AFL-CIO, Local #1192; and at the Memphis Plant
(approximately 190 hourly employees) wit the Local Union 910 Pulp and Processing
Workers and the Retail, Wholesale, and Department Store Union, AFL-CIO. The
agreement for the Foley Plant expires April 1, 2002. The agreement for the
Memphis Plant expires March 18, 2000. A Works Council provides employee
representation for all non-management workers at the Glueckstadt Plant. The
Lumberton, Delta, Cork, and King plants are not unionized.
None of the Company's facilities have had labor disputes or work stoppages
in recent history. The Foley Plant has not experienced any work stoppages due to
labor disputes in over 25 years, and the Memphis Plant has not experienced any
work stoppages due to labor disputes in over 45 years. The Company believes its
relationship with its employees is very good.
ENVIRONMENTAL REGULATIONS AND LIABILITIES
The Company's operations are subject to extensive general and
industry-specific federal, state, local and foreign environmental laws and
regulations. The Company devotes significant resources to maintaining compliance
with such requirements. The Company expects that, due to the nature of its
operations, it will be subject to increasingly stringent environmental
requirements (including standards applicable to waste water discharges and air
emissions) and will continue to incur substantial costs to comply with such
requirements. Given the uncertainties associated with predicting the scope of
future requirements, there can be no assurance that the Company will not in the
future incur material environmental compliance costs or liabilities.
Additional information is incorporated herein by reference to Note 14,
Contingencies to the Consolidated Financial Statements, on pages 38 and 39 of
the Company's 1999 Annual Report.
SAFE HARBOR PROVISIONS
This document contains various forward-looking statements and information
which is based on management's beliefs as well as assumptions made by and
information currently available to management. Statements in this document which
are not historical statements are forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties,
including among other things, pricing fluctuations and worldwide economic
conditions; the Company's dependence on its largest customer, Procter & Gamble;
fluctuation in the costs of raw materials; competition; inability to predict the
scope of future environmental compliance costs or liabilities; and the ability
of the Company to obtain additional capital, maintain adequate cash flow to
service debt as well as meet operating needs. Should one or more of these risks
materialize, or should underlying assumptions prove incorrect, actual results
may differ materially from those anticipated, estimated or projected.
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ITEM 2. PROPERTIES
Corporate Headquarters and Sales Offices. The Company's corporate
headquarters, research and development laboratories, and pilot plants are
located in Memphis, Tennessee. The Company owns the corporate headquarters, the
Memphis Plant, the Foley Plant, the Cork, Ireland Plant, the Lumberton Plant,
the Delta, Canada Plant and the Glueckstadt, Germany Plant. The Company leases
buildings that house the King, North Carolina Plant, the sales offices in
Geneva, Switzerland and distribution facilities in Savannah, Georgia.
Memphis Plant. The Memphis Plant is located on an approximately 75-acre
site adjacent to the headquarters complex. The Memphis Plant has capacity of
approximately 100,000 annual metric tons of cotton cellulose.
Foley Plant. The Foley Plant is located at Perry, Florida, on a 2,900 acre
site. The Company also owns 13,000 acres of real property near the plant site.
The Foley Plant has capacity of approximately 460,000 annual metric tons of wood
cellulose.
Glueckstadt Plant. The Glueckstadt Plant is located in close proximity to
the Elbe River near Hamburg, Germany. The site is adjacent to the paper plant of
Steinbeis Temming Papier GmbH. Some utilities, including steam, power, water and
waste treatment, are shared between the plants pursuant to various utility
agreements. The Glueckstadt Plant has a capacity of approximately 50,000 annual
metric tons and is the largest cotton cellulose plant in Europe.
Lumberton Plant. The Lumberton Plant, which is located in Lumberton, North
Carolina on an approximately 65-acre site, has a capacity of approximately
50,000 annual metric tons of cotton cellulose.
Air-laid Plants. The Delta Plant has a total capacity of approximately
30,000 annual metric tons of air-laid nonwoven fabric from two production lines.
The Cork Plant has a capacity of approximately 15,000 annual metric tons of
air-laid nonwoven fabric from its existing single production line. The King
Plant converts air-laid fabrics and wet-laid paper into wipes, towels and
tissues for industrial and commercial uses.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. It is the opinion of management that such
litigation and claims will be resolved without material adverse effect on the
Company's financial position or results of operation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS
Information on this item is set forth under the caption "Stockholder
Information" on page 44 in the Company's 1999 Annual Report and is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information on this item is set forth under the caption "Selected Financial
Data" on page 42 in the Company's 1999 Annual Report and is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information on this item is set forth under the caption "Financial Review"
on pages 22-25 in the Company's 1999 Annual Report and is incorporated herein by
reference.
ITEM 7A. MARKET RISK DISCLOSURE
Information on this item is set forth under the caption "Financial Review"
on pages 23 and 24 in the Company's 1999 Annual Report and is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are set forth on pages
26-40 in the Company's 1999 Annual Report and are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company has had no changes in or disagreements with its independent
auditors.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions held by the executive officers of the Company
on September 15, 1999 are:
Elected to
Name Age Position Present Position
- ---------------------- --- ---------------------------------------------------- ----------------
Robert E. Cannon* 69 Chairman of the Board, Chief Executive Officer and March 1993
Director
David B. Ferraro* 61 President, Chief Operating Officer and Director March 1993
Henry P. Doggrell** 51 Sr. Vice President, Business Development July 1997
George B. Ellis* 59 Sr. Vice President, Manufacturing-Specialty Cellulose July 1997
E. Allen Eppinger* 61 Sr. Vice President, Manufacturing-Absorbent Products July 1997
Paul N. Horne* 43 Sr. Vice President, Commercial-Specialty Cellulose July 1997
B. Jerry L. Huff* 60 Sr. Vice President, Research & Development July 1997
Kristopher J. Matula** 37 Sr. Vice President, Commercial-Absorbent Products July 1997
David H. Whitcomb* 59 Sr. Vice President, Finance & Accounting July 1997
- ----------------------------------------------------------------------------------------------------------------
* All of the above Executive Officers have been employed by the Company
since its beginning in March 1993 and had been employees of The Procter &
Gamble Company, C&S Division (the C&S Division), prior to the purchase of
C&S Division assets by Buckeye, except Messrs. Doggrell and Matula.
** Prior to joining Buckeye in June 1996, Mr. Doggrell was a partner in the
law firm, Baker Donelson Bearman & Caldwell, from 1988 until May 30, 1996,
and represented the Company as its primary legal counsel since March 1993.
Prior to joining the Company in March 1994, Mr. Matula held various
strategic planning and finance positions at The Procter & Gamble Company,
from August 1991 until March 1994.
Additional information relating to Directors and Executive Officers is
incorporated herein by reference to pages 4 - 7 of the Company's 1999 Annual
Proxy Statement.
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ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is set forth on pages 12-14 of the
Company's 1999 Annual Proxy Statement and is incorporated herein by reference,
but does not include the "Report of the Compensation Committee on Executive
Compensation" on pages 14-15.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to this item is set forth under the caption "Buckeye
Stock Ownership" on pages 10-11 in the Company's 1999 Annual Proxy Statement and
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to this item is set forth under the caption "Certain
Transactions" on page 17 in the Company's 1999 Annual Proxy Statement and is
incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The following report of independent auditors and financial
statements are incorporated by reference in Part II, Item 8:
Consolidated Statements of Income -- For the years ended
June 30, 1999, 1998 and 1997
Consolidated Balance Sheets -- June 30, 1999 and 1998
Consolidated Statements of Stockholders' Equity -- For the
years ended June 30, 1999, 1998 and 1997
Consolidated Statements of Cash Flows -- For the years
ended June 30, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Report of Management
Report of Independent Auditors
(2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts. See page 12
of this document.
All other financial statement schedules are omitted as the
information is not required or because the required information
is presented in the financial statements or the notes thereto.
(3) Listing of Exhibits
3.1 Second Amended and Restated Certificate of Incorporation ****
3.1 (a) Articles of Amendment to the Second Amended and Restated
Certificate of Incorporation of Registrant *****
3.2 Amended and Restated By-laws of the Registrant.*
4.1 Indenture for 8 1/2% Senior Subordinated Notes due 2005, dated
November 28, 1995 *
4.2 Indenture for 9 1/4% Senior Subordinated Notes due 2008,
dated July 2, 1996 **
4.3 Indenture for 8% Senior Subordinated Notes due 2010, dated
June 11, 1998 *****
10.1 Amended and Restated 1995 Management Stock Option Plan of
the Registrant ******
10.2 Amended and Restated 1995 Incentive and Nonqualified Stock
Option Plan for Management Employees of the Registrant. *****
10.3 Form of Management Stock Option Subscription Agreement ******
10.4 Form of Stock Option Subscription Agreement ******
10.5 Formula Plan for Non-Employee Directors **
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10.6 Credit Agreement dated as of May 28, 1997 among the
Registrant, Fleet National Bank; SunTrust Bank, Central
Florida, N.A.; Toronto Dominion (Texas), Inc.; and the other
lenders party thereto. ***
10.7 Amendment No. 1 to Timberlands Agreement dated January 1, 1999
by and between Buckeye Florida, Limited Partnership and Foley
Timber and Land Company. Certain portions of the Agreement
have been omitted pursuant to an Application for Confidential
Treatment dated October 30, 1995. *******
13.1 Buckeye Technologies Inc. 1999 Annual Report.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule. (For SEC use only)
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
quarter ended June 30, 1999.
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1, File No. 33-97836, as filed with the
Securities and Exchange Commission on October 6, 1995 and as
amended on October 30, 1995 and November 21, 1995.
** Incorporated by reference to the Registrant's Registration Statement
on Form S-3 File No. 33-05139, as filed with the Securities and
Exchange Commission on June 4, 1996 and as amended on June 11, 1996
and June 27, 1996.
*** Incorporated by reference to the Registrant's Current Report on
Form 10-K dated June 30, 1997.
**** Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for quarterly period ended December 31, 1997.
***** Incorporated by reference to the Registrant's Registration Statement
on Form S-4, file No. 333-59267, as filed with the Securities and
Exchange Commission on July 16, 1998.
****** Incorporated by reference to the Registrant's Current Report on Form
10-K dated June 30, 1998.
******* Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q/A for quarterly period ended March 31, 1999.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Column B Column C Column D Column E
Additions
Balance Charged Charged Balance
at to to at
Beginning Costs Other (a) End
of and Accounts Deductions of
Description Period Expenses --Describe --Describe Period
YEAR ENDED JUNE 30, 1999
Deducted from asset accounts:
Allowance for doubtful accounts......... $1,174 $ 9 $ -- $(141) $1,042
====== === ==== ===== ======
YEAR ENDED JUNE 30, 1998
Deducted from asset accounts:
Allowance for doubtful accounts......... $1,322 $34 $ -- $(182) $1,174
====== === ==== ===== ======
YEAR ENDED JUNE 30, 1997
Deducted from asset accounts: (b)
Allowance for doubtful accounts......... $ 980 $-- $591 $(249) $1,322
====== === ==== ===== ======
- --------------------------------------------------------------------------------
(a) Uncollectible accounts written off, net of recoveries. Acquired allowance
for doubtful accounts at the date of acquisition.
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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.
Buckeye Technologies Inc.
By: /s/ Robert E. Cannon
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Robert E. Cannon, Director, Chairman of the Board and Chief Executive Officer
Date: September 17, 1999
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.
By: /s/ Robert E. Cannon
--------------------------------------------------------------------------
Robert E. Cannon, Director, Chairman of the Board and Chief Executive Officer
Date: September 17, 1999
By: /s/ David B. Ferraro
--------------------------------------------------------------------------
David B. Ferraro, Director, President and Chief Operating Officer
Date: September 17, 1999
By: /s/ Samuel M. Mencoff
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Samuel M. Mencoff, Director
Date: September 17, 1999
By: /s/ Harry J. Phillips, Sr.
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Harry J. Phillips, Sr., Director
Date: September 17, 1999
By: /s/ David H. Whitcomb, Sr.
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David H. Whitcomb, Sr. Vice President, Finance and Accounting
Date: September 17, 1999
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