FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-565
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ALEXANDER & BALDWIN, INC.
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(Exact name of registrant as specified in its charter)
HAWAII 99-0032630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 3440, HONOLULU, HAWAII 96801
822 BISHOP STREET, HONOLULU, HAWAII 96813
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(Address of principal executive (Zip Code)
offices)
(808) 525-6611
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former
fiscal year, if changed since last report)
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 / /
Number of shares of common stock outstanding as of
September 30, 2000: 40,446,085
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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The condensed financial statements and notes for the third quarter and first
nine months of 2000 are presented below, with comparative figures from the 1999
financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Net sales, revenue from
services and rentals $ 267,572 $ 240,690 $ 752,696 $ 690,484
Interest, dividends and other 5,906 4,214 15,041 15,705
--------- --------- --------- ---------
Total revenue 273,478 244,904 767,737 706,189
--------- --------- --------- ---------
Costs and Expenses:
Costs of goods sold, services
and rentals 210,520 192,440 581,997 535,923
Selling, general and administrative 22,659 20,836 67,953 67,700
Interest 6,661 4,209 17,967 13,105
Income taxes 12,284 8,943 36,042 31,898
--------- --------- --------- ---------
Total costs and expenses 252,124 226,428 703,959 648,626
--------- --------- --------- ---------
Income before cumulative effective of
change in accounting method 21,354 18,476 63,778 57,563
Cumulative effect of change in
accounting method for drydocking costs
(net of income taxes of $7,668)
(note d) -- -- 12,250 --
--------- --------- --------- ---------
Net Income $ 21,354 $ 18,476 $ 76,028 $ 57,563
========= ========= ========= =========
Basic Earnings Per Share:
Before cumulative effect of
accounting change $ 0.53 $ 0.43 $ 1.55 $ 1.33
Accounting change (note d) -- -- 0.30 --
--------- --------- --------- ---------
Net income $ 0.53 $ 0.43 $ 1.85 $ 1.33
========= ========= ========= =========
Diluted Earnings Per Share:
Before cumulative effect of
accounting change $ 0.52 $ 0.43 $ 1.55 $ 1.33
Accounting change (note d) -- -- 0.30 --
--------- --------- --------- ---------
Net income $ 0.52 $ 0.43 $ 1.85 $ 1.33
========= ========= ========= =========
Dividends Per Share $ 0.225 $ 0.225 $ 0.675 $ 0.675
Average Numbers of Shares Outstanding 40,439 43,223 41,095 43,366
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
INDUSTRY SEGMENT DATA, NET INCOME
(In thousands)
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Ocean Transportation $ 211,214 $ 185,529 $ 606,397 $ 542,560
Property Development and Management:
Leasing 12,759 10,852 37,064 33,272
Sales 14,435 7,985 42,474 43,096
Food Products 34,294 39,812 79,464 85,083
Other 776 726 2,338 2,178
--------- --------- --------- ---------
Total Revenue $ 273,478 $ 244,904 $ 767,737 $ 706,189
========= ========= ========= =========
Operating Profit, Net Income:
Ocean Transportation $ 26,106 $ 21,896 $ 73,913 $ 65,479
Property Development and Management:
Leasing 7,467 6,562 22,257 20,578
Sales 5,472 1,590 25,090 17,079
Food Products 2,901 4,828 2,909 8,318
Other 745 693 2,218 2,033
--------- --------- --------- ---------
Total Operating Profit 42,691 35,569 126,387 113,487
Interest Expense (6,661) (4,209) (17,967) (13,105
Corporate Expenses (2,392) (3,941) (8,600) (10,921
--------- --------- --------- ---------
Income Before Taxes and Accounting
Change 33,638 27,419 99,820 89,461
Income Taxes (12,284) (8,943) (36,042) (31,898
--------- --------- --------- ---------
Income Before Accounting Change 21,354 18,476 63,778 57,563
Cumulative Effect of Accounting Change -- -- 12,250 --
--------- --------- --------- ---------
Net Income $ 21,354 $ 18,476 $ 76,028 $ 57,563
========= ========= ========= =========
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(In thousands)
September 30 December 31
2000 1999
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(unaudited) (audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 11,275 $ 3,333
Accounts and notes receivable, net 143,735 136,637
Inventories 8,584 15,927
Real estate held for sale 8,375 12,706
Deferred income taxes 12,576 16,260
Prepaid expenses and other assets 12,231 20,739
Accrued deposits to Capital Construction Fund (1,579) (3,152)
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Total current assets 195,197 202,450
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Investments 159,123 158,726
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Real Estate Developments 65,167 60,810
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Property, at cost 1,819,925 1,748,586
Less accumulated depreciation and amortization 858,478 819,959
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Property - net 961,447 928,627
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Capital Construction Fund 144,664 145,391
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Other Assets 95,432 65,456
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Total $1,621,030 $1,561,460
========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt $ 37,500 $ 22,500
Accounts payable 57,202 55,655
Other 56,978 64,490
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Total current liabilities 151,680 142,645
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Long-term Liabilities:
Long-term debt 332,240 277,570
Post-retirement benefit obligations 46,173 60,767
Other 44,788 51,161
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Total long-term liabilities 423,201 389,498
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Deferred Income Taxes 370,307 358,354
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Shareholders' Equity:
Capital stock 33,317 34,933
Additional capital 54,943 53,124
Unrealized holding gains on securities 47,279 49,461
Retained earnings 552,481 545,849
Cost of treasury stock (12,178) (12,404)
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Total shareholders' equity 675,842 670,963
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Total $1,621,030 $1,561,460
========== ==========
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended
September 30
2000 1999
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(unaudited)
Cash Flows from Operating Activities $ 88,075 $ 112,852
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Cash Flows from Investing Activities:
Capital expenditures (78,718) (41,375)
Proceeds from disposal of property,
investments and other assets 2,224 3,097
Deposits into Capital Construction Fund (8,722) (16,818)
Withdrawals from Capital Construction Fund 7,925 6,560
Change in investments, net (1,639) (5,704)
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Net cash used in investing activities (78,930) (54,240)
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Cash Flows from Financing Activities:
Proceeds from issuances of long-term debt 78,500 20,000
Payments of long-term debt (24,000) (96,709)
Proceeds (payments) of short-term
commercial paper borrowings, net 15,000 (15,000)
Proceeds from issuances of capital stock 313 54
Repurchases of capital stock (43,294) (20,724)
Dividends paid (27,722) (29,264)
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Net cash used in financing activities (1,203) (141,643)
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Net Increase (Decrease) in Cash and Cash
Equivalents $ 7,942 $ (83,031)
========== ==========
Other Cash Flow Information:
Interest paid, net of amounts capitalized $ 18,196 $ 13,426
Income taxes paid, net of refunds 17,567 17,922
Other Non-Cash Information:
Accrued withdrawals from Capital
Construction Fund, net (1,573) (7,897)
Depreciation 52,411 56,647
Tax-deferred property sales 35,923 34,883
Tax-deferred property purchases 23,134 32,798
Change in unrealized holding gains (2,182) (10,829)
FINANCIAL NOTES
(Unaudited)
(a) The condensed balance sheet as of September 30, 2000, the condensed
statements of income for the three months and nine months ended September
30, 2000 and 1999, and the condensed statements of cash flows for the nine
months ended September 30, 2000 and 1999, are unaudited. Because of the
nature of the Company's operations, the results for interim periods are
not necessarily indicative of results to be expected for the year, but in
the opinion of management, all material adjustments necessary for the fair
presentation of interim period results have been included in the interim
financial statements.
(b) Estimated effective annual income tax rates differ from statutory rates,
primarily due to the dividends-received deduction, various tax credits and
the donation of appreciated stock.
(c) The Company's total non-owner changes in shareholders' equity consist of
net income adjusted for unrealized holding gains (losses) on securities
(other comprehensive income). On this basis, comprehensive income for the
three months ended September 30, 2000 and 1999 was $29 million and $21
million, respectively. Comprehensive income for the nine months ended
September 30, 2000 and 1999 was $74 million and $47 million, respectively.
(d) The cumulative effect of an accounting change in 2000 related to the
treatment of vessel drydocking costs. The Company changed its method of
accounting for these costs from the accrual method to the deferral method.
Drydocking costs had been accrued as a liability and an expense on an
estimated basis, in advance of the next scheduled drydocking. Under the
deferral method, actual drydocking costs are capitalized when incurred and
amortized over the period to the next drydocking. The new method amortizes
the costs over the period of benefit and eliminates the uncertainty in
estimating these costs. This change was made to conform with prevailing
industry accounting practices. The cumulative effect of this accounting
change, as of January 1, 2000, is shown separately in the condensed
statements of income for the nine months ended September 30, 2000, and
resulted in income of $12,250,000 (net of income tax expense of
$7,668,000), or $0.30 per share.
The effect of this change in accounting method, on the condensed balance
sheets as of January 1, 2000, was to increase other assets by $4,765,000,
eliminate drydocking reserves of $15,153,000, increase deferred taxes by
$7,668,000, and increase total shareholders' equity by $12,250,000.
The pro forma net income (assuming the new accounting method was applied
retroactively) for the nine months ended September 30, 2000 is $63,778,000
(or $1.55 per share). The pro forma effect of this accounting change to
1999 net income was not material.
(e) Certain amounts have been reclassified to conform with the current year's
presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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THIRD QUARTER EVENTS:
OPERATING RESULTS: Net income for the third quarter of 2000 was $21.4 million,
or $0.53 per share ($0.52 per share, diluted). Net income for the comparable
period of 1999 was $18.5 million, or $0.43 per share. Revenue for the third
quarter of 2000 was $273.5 million, compared with revenue of $244.9 million in
the third quarter of 1999.
After an accounting change, net income for the first nine months of 2000 was
$76.0 million, or $1.85 per share, versus $57.6 million, or $1.33 per share in
the first nine months of 1999. The accounting change resulted in a one-time,
non-cash increase to first quarter 2000 earnings of $12.3 million, or $0.30 per
share. Revenue in the first nine months of 2000 was $767.7 million, compared
with $706.2 million in the first nine months of 1999.
In the third quarter of 2000, operating profit was $42.7 million. That was
$7.1 million, or 20-percent, higher than the $35.6 million in the third quarter
of 1999. For the first nine months of this year, operating profit was $126.4
million, an increase of $12.9 million, or 11 percent, versus $113.5 million in
the first nine months of 1999. Higher results in both the third quarter and
the first nine months of 2000 were due to improved results in property
development and management and in ocean transportation.
Interest expense in both periods of 2000 was higher than in the corresponding
periods in 1999, reflecting both increased debt balances and higher rates.
Corporate expenses were lower in both periods.
FINANCIAL CONDITION AND LIQUIDITY
The Company's principal liquid resources, comprising cash and cash equivalents,
receivables, sugar and coffee inventories and unused lines of credit, less
accrued deposits to the Capital Construction Fund (CCF), totaled $203.4 million
at September 30, 2000, a decrease of $50.0 million from December 31, 1999.
This net reduction was due primarily to an increase in outstanding debt to fund
share repurchases and capital expenditures.
Working capital was $43.5 million at September 30, 2000, a decrease of $16.3
million from the amount at the end of 1999. This net decrease was due
primarily to an increase in short-term debt, and a decrease in other current
assets and inventories, partially offset by an increase in cash and
receivables, and a decrease in other current liabilities. The decrease in
other current assets and in short-term liabilities was due primarily to the
elimination of vessel drydocking accruals and related deferred income taxes
(see Note d to the Company's condensed financial statements).
RESULTS OF SEGMENT OPERATIONS -
THIRD QUARTER 2000 COMPARED WITH THE THIRD QUARTER 1999
OCEAN TRANSPORTATION revenue of $211.2 million for the third quarter of 2000
was 14-percent higher than the 1999 third-quarter revenue. In the third
quarter of 2000, operating profit was $26.1 million. That was an increase of
$4.2 million, or 19 percent, from $21.9 million in the third quarter of 1999.
This improvement was made in spite of a nearly 60-percent increase in the
price of bunker fuel from the year-earlier quarter, and it was due primarily
to higher Hawaii service auto and container volumes and to a fuel surcharge
that partially offset the increase in fuel costs. An additional fuel
surcharge of one percent (from 3.25% to 4.25%) was implemented for Hawaii and
Guam, effective October 15, 2000. Third quarter 2000 Hawaii service container
volume was two-percent higher than in the 1999 third quarter, and automobile
volume was 28-percent higher. The increase in automobile volume was due
primarily to competitive gains.
PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue of $12.8 million for the
third quarter of 2000 was $1.9 million, or 18-percent, higher than the $10.9
million earned in the third quarter of 1999. Property leasing operating profit
of $7.5 million for the third quarter of 2000 was $0.9 million, or 14-percent,
higher than in the third quarter of 1999. These increases were due primarily
to additions to the property portfolio and higher occupancies.
PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue of $14.4 million for the
third quarter of 2000 compared with $8.0 million in the third quarter of 1999.
Operating profit resulting from these property sales was $5.5 million in the
third quarter of 2000, versus $1.6 million in the 1999 third quarter. Sales in
the third quarter of 2000 included the sale of a 13-acre parcel at Maui
Business Park to Home Depot, two business parcels and six residential
properties. Sales in the third quarter of 1999 included the sale of 1,800
acres of undeveloped land in California, and four lots for light industrial
development and seven residential properties on the island of Maui.
FOOD PRODUCTS revenue of $34.3 million for the third quarter of 2000 was
14-percent lower than the revenue reported for the comparable period of 1999.
In the third quarter of 2000, operating profit was $2.9 million, compared with
$4.8 million in the third quarter of 1999. The primary reasons for the
declines in revenue and operating profit were extremely low U. S. raw sugar
prices and a decline in raw sugar production that resulted from drought
conditions on Maui. U. S. raw sugar prices were at the lowest level in 22
years in the second quarter and in the beginning of the third quarter of 2000.
Raw sugar prices have increased since then; however, the outlook for sugar
prices is uncertain.
RESULTS OF SEGMENT OPERATIONS -
FIRST NINE MONTHS OF 2000 COMPARED WITH THE FIRST NINE MONTHS OF 1999
OCEAN TRANSPORTATION revenue of $606.4 million for the first nine months of
2000 was 12-percent higher than in the comparable 1999 period. In the first
nine months of 2000, operating profit was $73.9 million. This was an increase
of $8.4 million, or 13 percent, from $65.5 million in the first nine months of
1999. This increase was due to the same reasons cited for the third quarter
increase. Matson's Hawaii service container volume in the first nine months of
2000 was two-percent higher than in the first nine months of 1999, and
automobile volume was 42-percent higher. The increase in automobile volume was
due primarily to competitive gains.
PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue of $37.1 million for the
first nine months of 2000 was 11-percent higher than the $33.3 million in the
first nine months of 1999. Property leasing operating profit of $22.3 million
for the first nine months of 2000 was eight-percent higher than the $20.6
million earned in the first nine months of 1999, in spite of the fact that the
prior year period had benefited from the one-time buyout of a long-term ground
lease. These increases were due to the same reasons cited for the third
quarter increases. Year-to-date 2000 occupancy levels for U. S. Mainland
properties averaged 96 percent, versus 94 percent in the first nine months of
1999. Year-to-date 2000 occupancy levels for Hawaii properties improved to 85
percent, versus 78 percent in the comparable period of 1999.
PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue was $42.5 million for the
first nine months of 2000, compared with $43.1 million in sales recorded in the
first nine months of 1999. Operating profit resulting from these property
sales was $25.1 million, which was $8.0 million, or 47-percent, higher than
the $17.1 million in the first nine months of 1999. Sales in the first nine
months of 2000 included the sale of a ground lease under a Costco store,
a 13-acre parcel at Maui Business Park to Home Depot, 14 business parcels,
and 18 residential properties. Sales in the first nine months of 1999 included
an office and research facility, 1,800 acres of undeveloped land, four lots for
light industrial development, five business parcels, and 18 residential
properties.
FOOD PRODUCTS revenue of $79.5 million for the first nine months of 2000 was
7-percent lower than the revenue reported for the comparable period of 1999.
For the first nine months of 2000, operating profit also was $2.9 million,
compared with $8.3 million in the first nine months of 1999. These decreases
were due to the same reasons cited for the third quarter declines.
OTHER MATTERS
PROPERTY SALES: The mix of property sales in any year or quarter can be
diverse. Sales can include property sold under threat of condemnation,
developed residential real estate, commercial properties, developable
subdivision lots and undeveloped land. The sale of undeveloped land and
subdivision lots generally provides a greater contribution margin than does the
sale of developed and commercial property, due to the low historical-cost basis
of the Company's Hawaii land. Consequently, property sales revenue trends and
the amount of real estate held for sale on the balance sheets do not
necessarily indicate future profitability trends for this segment.
NEW ACCOUNTING STANDARDS: In December 1999, the Securities & Exchange
Commission issued Staff Accounting Bulletin (SAB) No. 101. This document
provides guidance on the recognition, presentation, and disclosure of revenue
in financial statements. The Company believes that this Standard will not
have any material impact on the Company's earnings or equity.
In addition, Financial Accounting Standards Board Statement No. 133 "Accounting
for Derivative Instruments and Hedging Activities", was issued in June 1998,
amended in June 1999 by Statement No. 137 and again amended in June 2000 by
Statement No.138. While the Company is currently evaluating the potential
impacts of these Standards, it does not believe that the Standards will have
any material impact on the Company's earnings or equity.
ACCOUNTING CHANGE: The Company recorded an after-tax accounting change of
$12.3 million, or $0.30 per share, in the first nine months of 2000, relating
to the treatment of vessel drydocking costs. The Company changed its method of
accounting for these costs from the accrual method to the deferral method.
This change was made to conform to prevailing industry accounting practices
(see Note d to the Company's condensed financial statements).
TAX-DEFERRED REAL ESTATE EXCHANGES: In the first nine months of 2000, the
Company sold nine parcels of land for $35.9 million. The proceeds from these
sales are reflected in the Statements of Cash Flows under the caption "Other
Non-Cash Information." During the first nine months of 2000, the Company
reinvested proceeds of $23.1 million on a tax-deferred basis. The reinvested
proceeds are also reported under Other Non-Cash Information in the Statements
of Cash Flows.
SHARE REPURCHASES: In the first nine months of 2000, the Company repurchased
2,173,395 shares of its common stock for an aggregate of $43.3 million (average
of $19.92 per share).
ENVIRONMENTAL MATTERS: As with most industrial and land-development companies
of its size, the Company's operations have certain risks, which could result in
expenditures for environmental remediation. The Company believes that it is in
compliance, in all material respects, with applicable environmental laws and
regulations, and works proactively to identify potential environmental
concerns. Management believes that appropriate liabilities have been accrued
for environmental matters.
ECONOMIC CONDITIONS: Current measures of the economic performance for the
state of Hawaii continue to improve. However, the index of leading economic
indicators published by the State of Hawaii's Department of Business, Economic
Development & Tourism (DBEDT), indicates a slowdown in the acceleration of
growth in 2001, as the U. S. Mainland economy also decelerates. In the second
quarter of 2000, civilian employment was up 3.37 percent and unemployment
declined to 4.47 percent. Personal income expanded by 4.3 percent, compared to
the same period in 1999. Excluding the third quarter of 1999, this represented
the fastest year-over-year rate of growth since 1993. Construction activity
kept up with the pace set in the first quarter of 2000 and this trend may
continue into next year. The contracting tax base, a measure of actual
construction activity, expanded by 17.9 percent in the second quarter of 2000,
relative to the year-earlier quarter. Growth from general excise and use tax,
a relatively good barometer of the State's economy, was up 11.1 percent for the
first half of 2000, compared to 1999.
In its September 2000 outlook, DBEDT projected growth in real gross state
product for the year 2000 of 3.5% (from 2.5% in 1999), for 2001 of 2.9%, and
for 2002 of 2.3%. The external factors cited for the improvement over 1999
were the continuing strength of the U.S. Mainland economy and improvement in
the Asian economies. Rising growth in visitor arrivals is anticipated, with
the projection for growth in 2000 now at 4.8% (up from 3.8% in the June 2000
outlook). This increase is the net result of continued growth in the number of
arrivals from the U. S. Mainland and an improvement in visitor arrivals from
Japan.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company, from time to time, may make or may have made certain forward-
looking statements, whether orally or in writing, such as forecasts and
projections of the Company's future performance or statements of management's
plans and objectives. Such forward-looking statements may be contained in,
among other things, Securities and Exchange Commission (SEC) filings, such as
the Forms 10-Q, press releases made by the Company and oral statements made by
the officers of the Company. Except for historical information contained in
these written or oral communications, such communications contain forward-
looking statements. These forward-looking statements involve a number of risks
and uncertainties that could cause actual results to differ materially from
those projected in the statements, including, but not limited to: (1) economic
conditions in Hawaii and elsewhere; (2) market demand; (3) competitive factors
and pricing pressures in the Company's primary markets; (4) legislative and
regulatory environments at the federal, state and local levels, such as
government rate regulations, land-use regulations, government administration of
the U.S. sugar program, and modifications to or retention of cabotage laws; (5)
dependence on third-party suppliers; (6) fuel prices; (7) raw sugar prices; (8)
labor relations; (9) risks associated with current or future litigation; and
(10) other risk factors described elsewhere in such communications and from
time to time in the Company's filings with the SEC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
Information concerning market risk is incorporated herein by reference to Item
7A of the Company's Form 10-K for the fiscal year ended December 31, 1999.
There has been no material change in the quantitative and qualitative
disclosure about market risk since December 31, 1999.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits
10. Material contracts.
10.b.1.(xli) Form of Severance Agreement entered into with
certain executive officers, as amended and restated effective
August 24, 2000.
11. Statement re Computation of Per Share Earnings.
27. Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALEXANDER & BALDWIN, INC.
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(Registrant)
Date: November 10, 2000 /s/ James S. Andrasick
-------------------------------
James S. Andrasick
Sr. Vice President, Chief
Financial Officer and Treasurer
Date: November 10, 2000 /s/ Thomas A. Wellman
-------------------------------
Thomas A. Wellman
Controller
EXHIBIT INDEX
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10. Material contracts.
10.b.1.(xli) Form of Severance Agreement entered into with certain
executive officers, as amended and restated effective August 24, 2000.
11. Statement re Computation of Per Share Earnings.
27. Financial Data Schedule.