UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 1999. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission file Number 0-12515. BIOMET, INC. (Exact name of registrant as specified in its charter) Indiana 35-1418342 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Airport Industrial Park, P.O. Box 587, Warsaw, Indiana 46581-0587 (Address of principal executive offices) (219) 267-6639 (Registrant's telephone number, including area code) 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 As of November 30, 1999, the registrant had 112,857,994 common shares outstanding. BIOMET, INC. CONTENTS 										 Pages Part I. Financial Information Item 1. Financial Statements: Consolidated Balance Sheets 1-2 Consolidated Statements of Income 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 Part II. Other Information 13 Signatures 14 Index to Exhibits 15 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOMET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS at November 30, 1999 and May 31, 1999 (in thousands) ASSETS November 30, May 31, 1999 1999 ------------ ------- Current assets: Cash and cash equivalents $ 164,257 $ 129,359 Investments 84,500 60,078 Accounts and notes receivable, net 226,879 215,034 Refundable income taxes 31,308 31,308 Inventories 227,544 205,238 Prepaid expenses and other 45,637 40,691 --------- --------- Total current assets 780,125 681,708 --------- --------- Property, plant and equipment, at cost 285,487 265,010 Less, Accumulated depreciation 108,961 96,137 --------- --------- Property, plant and equipment, net 176,526 168,873 --------- --------- Investments 125,840 146,859 Intangible assets, net 8,523 7,665 Excess acquisition costs over fair value of acquired net assets, net 54,746 47,861 Other assets 15,751 14,990 --------- --------- Total assets $1,161,511 $1,067,956 ========= ========= The accompanying notes are a part of the consolidated financial statements. BIOMET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS at November 30, 1999 and May 31, 1999 (in thousands) LIABILITIES AND SHAREHOLDERS' EQUITY November 30, May 31, 1999 1999 ------------ ------- Current liabilities: Short-term borrowings $ 70,099 $ 45,137 Accounts payable 28,856 27,676 Accrued income taxes 9,565 17,088 Accrued wages and commissions 18,763 19,596 Other accrued liabilities 107,094 91,933 --------- --------- Total current liabilities 234,377 201,430 Long-term liabilities: Deferred federal income taxes 8,414 9,565 Other liabilities 447 324 --------- --------- Total liabilities 243,238 211,319 --------- --------- Minority interest 83,951 80,690 --------- --------- Contingencies (Note 8) Shareholders' equity: Common shares 80,288 77,843 Additional paid-in capital 26,920 26,920 Retained earnings 747,489 687,828 Accumulated other comprehensive income (20,375) (16,644) --------- --------- Total shareholders' equity 834,322 775,947 --------- --------- Total liabilities and shareholders' equity $1,161,511 $1,067,956 ========= ========= The accompanying notes are a part of the consolidated financial statements. BIOMET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME for the six and three month periods ended November 30, 1999 and 1998 (in thousands, except per share data) Six Months Ended Three Months Ended November 30, November 30, ---------------- ------------------ 1999 1998 1999 1998 ---- ---- ---- ---- Net sales $394,631 $360,004 $202,480 $183,340 Cost of sales 117,527 109,102 60,691 55,585 ------- ------- ------- ------- Gross profit 277,104 250,902 141,789 127,755 Selling, general and administrative expenses 135,490 123,979 69,194 63,100 Research and development expense 16,842 17,254 8,304 9,162 Special charge 9,000 -- 9,000 -- ------- ------- ------- ------- Operating income 115,772 109,669 55,291 55,493 Other income, net 7,983 7,419 4,864 4,575 ------- ------- ------- ------- Income before income taxes and minority interest 123,755 117,088 60,155 60,068 Provision for income taxes 45,047 43,214 22,167 22,118 ------- ------- ------- ------- Income before minority interest 78,708 73,874 37,988 37,950 Minority interest 3,261 4,386 1,845 2,056 ------- ------- ------- ------- Net income $ 75,447 $ 69,488 $ 36,143 $ 35,894 ======= ======= ======= ======= Earnings per share: Basic $.67 $.62 $.32 $.32 ==== ==== ==== ==== Diluted $.66 $.61 $.32 $.32 ==== ==== ==== ==== Shares used in the computation of earnings per share: Basic 112,839 112,184 112,774 112,258 ======= ======= ======= ======= Diluted 113,723 113,564 114,004 113,651 ======= ======= ======= ======= Cash dividends per common share $.14 $.12 $ -- $ -- ==== ==== ==== ==== The accompanying notes are a part of the consolidated financial statements. BIOMET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS for the six months ended November 30, 1999 and 1998 (in thousands) 1999 1998 ---- ---- Cash flows from (used in) operating activities: Net income $ 75,447 $ 69,488 Adjustments to reconcile net income to net cash from operating activities: Depreciation 12,083 9,531 Amortization 4,036 4,161 Gain on sale of investments, net (432) (1,054) Minority interest 3,261 4,386 Deferred federal income taxes (181) (242) Changes in current assets and liabilities, excluding effects of acquisitions: Accounts and notes receivable, net (10,041) (12,842) Inventories (18,167) (13,735) Prepaid expenses and other (2,652) 7,444 Accounts payable (73) (1,404) Accrued income taxes (8,026) 9,921 Accrued wages and commissions (639) (507) Other accrued laibilities 12,577 (4,764) ------- ------ Net cash from operating activities 67,193 70,383 ------- ------ Cash flows from (used in) investing activities: Proceeds from sales and maturities of investments 7,323 24,171 Purchases of investments (13,288) (62,648) Capital expenditures (20,881) (19,374) Acquisitions, net of cash acquired (13,530) (1,075) Other (1,720) (1,963) ------- ------ Net cash used in investing activities (42,096) (60,889) ------- ------ Cash flows from (used in) financing activities: Increase in short-term borrowings, net 24,435 2,166 Issuance of common shares 2,439 982 Cash dividends (15,786) (13,453) ------- ------ Net cash from (used in) financing activities 11,088 (10,305) ------- ------ Effect of exchange rate changes on cash (1,287) (1,289) ------- ------ Increase (decrease) in cash and cash equivalents 34,898 (2,100) Cash and cash equivalents, beginning of year 129,359 117,089 ------- ------- Cash and cash equivalents, end of period $164,257 $114,989 ======= ======= The accompanying notes are a part of the consolidated financial statements. BIOMET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: BASIS OF PRESENTATION. The accompanying consolidated financial statements include the accounts of Biomet, Inc. and its subsidiaries (individually and collectively referred to as the "Company"). The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended November 30, 1999 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2000. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1999. The accompanying consolidated balance sheet at May 31, 1999, has been derived from the audited Consolidated Financial Statements at that date, but does not include all disclosures required by generally accepted accounting principles. The Company has one reportable segment, orthopedic products, which includes designing, manufacturing and marketing of reconstructive products, fixation devices, spinal products and other. Other products consist primarily of Arthrotek's arthroscopy products, AOA's softgoods products, general instruments and operating room supplies. The Company manages its business segments primarily on a geographic basis. These geographic segments are comprised of the United States, Europe and other. Other geographic segments include Canada, South America, Mexico, Japan, and the Pacific Rim. Net sales of orthopedic products by product category are as follows for the six and three months ended November 30: Six Months Ended Three Months Ended November 30, November 30, ---------------- ------------------ 1999 1998 1999 1998 ---- ---- ---- ---- (in thousands) Reconstructive $233,085 $213,376 $120,565 $109,628 Fixation 85,363 78,341 43,329 38,899 Spinal products 25,119 20,819 12,951 11,062 Other 51,064 47,468 25,635 23,751 ------- ------- ------- ------- $394,631 $360,004 $202,480 $183,340 ======= ======= ======= ======= NOTE 2: COMPREHENSIVE INCOME. Other comprehensive income includes foreign currency translation adjustments and unrealized appreciation of available-for-sale securities, net of taxes. Other comprehensive income (loss) for the three months ended November 30, 1999 and 1998 was $(977) and $9,000, respectively. Other comprehensive income (loss) for the six months ended November 30, 1999 and 1998 was ($3,731) and $8,713, respectively. Total comprehensive income combines reported net income and other comprehensive income. Total comprehensive income for the three months ended November 30, 1999 and 1998 was $35,166 and $44,894, respectively. Total comprehensive income for the six months ended November 30, 1999 and 1998 was $71,716 and $78,201, respectively. NOTE 3: INVENTORIES. Inventories at November 30, 1999 and May 31, 1999 are as follows: November 30, May 31, 1999 1999 ------------ ------- (in thousands) Raw materials $ 28,218 $ 26,372 Work-in-process 26,214 24,221 Finished goods 93,446 87,362 Consigned inventory 79,666 67,283 ------- ------- $227,544 $205,238 ======= ======= NOTE 4: COMMON SHARES. During the six months ended November 30, 1999, the Company issued 280,490 Common Shares upon the exercise of outstanding stock options for proceeds aggregating $2,438,976. NOTE 5: EARNINGS PER SHARE. Earnings per common share amounts ("basic EPS") are computed by dividing net income by the weighted average number of common shares outstanding and excludes any potential dilution. Earnings per common share amounts assuming dilution ("diluted EPS") are computed by reflecting potential dilution from the exercise of stock options. NOTE 6: INCOME TAXES. The difference between the reported provision for income taxes and a provision computed by applying the federal statutory rate to pre-tax accounting income is primarily attributable to state income taxes, tax benefits relating to operations in Puerto Rico, tax-exempt income and tax credits. NOTE 7: SUBSEQUENT EVENT. On December 16, 1999, the Company and Implant Innovations International Corporation ("3i") completed the merger as previously announced. The Company issued 5.2 million Common Shares for all of the issued and outstanding shares of 3i. 3i and its subsidiaries design, develop, manufacture, market and distribute oral reconstructive products. 3i's corporate headquarters and manufacturing facility are located in Palm Beach, Florida and it has sales offices in Canada, Europe and Mexico. The business combination will be accounted for as a pooling-of-interests whereby all prior period financial statements of the Company will be restated to include the combined financial position, results of operations and cash flows of the Company and 3i. The following supplementary pro forma financial information combines 3i's operating results with the Company's for the periods presented. The supplementary pro forma financial information is subject to final adjustments and revisions; however, management believes adjustments, if any, will not be material. Further, management does not expect there will be any material adjustments to conform the accounting policies of the two companies. The Company will take a one-time pretax charge of approximately $2.7 million for merger-related costs during the third quarter of fiscal year 2000. Supplementary Pro Forma Financial Information Six Months Ended Three Months Ended November 30, November 30, ---------------- ------------------ 1999 1998 1999 1998 ---- ---- ---- ---- (in thousands, except per share data) Reconstructive $275,910 $247,740 $142,832 $127,747 Fixation 85,363 78,341 43,329 38,899 Spinal products 25,119 20,819 12,951 11,062 Other 51,064 47,468 25,635 23,751 ------- ------- ------- ------- $437,456 $394,368 $224,747 $201,459 ======= ======= ======= ======= U.S. sales $293,116 $263,538 $149,926 $134,894 Foreign sales 144,340 130,830 74,821 66,565 ------- ------- ------- ------- $437,456 $394,368 $224,747 $201,459 ======= ======= ======= ======= Net sales $437,456 $394,368 $224,747 $201,459 Gross profit 304,592 269,578 156,349 137,693 Operating income 124,003 113,462 60,008 57,793 Net income 79,958 71,541 38,186 37,150 Basic earnings per share .68 .62 .33 .32 Diluted earning per share .67 .60 .33 .31 Three Months Ended February 28, 1999 May 31, 1999 ----------------- ------------ (in thousands, except per share data) Reconstructive $131,757 $141,868 Fixation 41,191 43,293 Spinal products 11,642 12,664 Other 25,101 26,018 ------- ------- $209,691 $223,843 ======= ======= U.S. sales $139,489 $145,485 Foreign sales 70,202 78,358 ------- ------- $209,691 $223,843 ======= ======= Net sales $209,691 $223,843 Gross profit 143,552 155,346 Operating income, excluding special items (a) 58,567 62,329 Income, excluding special items (b) 38,342 43,914 Income per share, excluding special items (b): Basic .33 .38 Diluted .32 .37 (a) Operating income, excluding special items for the three month period ended May 31, 1999 excludes a $55 million special charge for litigation for Biomet and $6.6 million of special income from a litigation settlement of 3i. (b) Income, excluding special items for the three month period ended May 31, 1999 excludes a $32.9 million special charge (net of tax) for litigation for Biomet and $4.1 million of special income (net of tax) from a litigation settlement of 3i. Income per share excludes the per share effect of the above noted special items - $.25 (basic) and $.24 (diluted). NOTE 8: CONTINGENCIES. On June 30, 1999, the United States Court of Appeals for the Third Circuit (the "Third Circuit") significantly reduced the judgment previously entered against the Company and its wholly-owned subsidiaries, Electro-Biology, Inc. and EBI Medical Systems, Inc. and in favor of Orthofix SRL ("Orthofix"). The Third Circuit upheld the trial court's award of compensatory damages to Orthofix in the amount of $48,875,397; however, it virtually eliminated the $50 million punitive damage award, reducing it to $1 million. The Company and Orthofix filed petitions for rehearing with the Third Circuit and both petitions were denied. Orthofix filed an appeal of the Third Circuit's decision to the United States Supreme Court, and on January 10, 2000 the Supreme Court decided, without comment, not to review the decision of the lower court. As a result of the Third Circuit's decision, and consultation with outside legal counsel, the Company recorded a special charge of $55 million in its fiscal 1999 consolidated financial statements. The Company recorded an additional special charge of $9 million for the quarter ended November 30, 1999 to reflect the final determination of the interest element of the judgment. On November 30, 1999, the Company's investments on the consolidated balance sheet include $108 million of investment securities which were previously delivered to an escrow agent pursuant to an order of the trial court. It is anticipated that the final amount payable to Orthofix of approximately $64 million will be paid prior to January 31, 2000, at which time this matter will be finally resolved and the escrow account closed. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION AS OF NOVEMBER 30, 1999 The Company's cash and investments increased $38,301,000 from $336.3 million at May 31, 1999 to $374.6 million at November 30, 1999, net of the $15,786,000 cash dividend paid during the first quarter. Cash flows provided by operating activities were $67,193,000 for the first six months of fiscal 2000 compared to $70,383,000 in 1999. Net income plus depreciation and amortization and the increase in other liabilities were the principal sources of cash from operating activities, offset by increases in accounts receivable, inventories and accrued income taxes. Cash flows used in investing activities were $42,096,000 for the first six months of fiscal 2000 compared to a use of $60,889,000 in 1999. The primary source of cash flows from investing activities were sales and maturities of investments offset by purchases of investments, purchases of capital equipment and business acquisitions. Cash flows from financing activities were $11,088,000 for the first six months of fiscal 2000 compared to a use of $10,305,000 in 1999. The primary use of cash flows from financing activities was the cash dividend paid in the first quarter while the primary source of cash flows from financing activities was from increasing short-term borrowings used by BioMer in its operations and for business acquisitions. Currently available funds, together with anticipated cash flows generated from future operations, are believed to be adequate to cover the Company's anticipated cash requirements, including capital expenditures, research and development costs and the Orthofix judgment. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999 AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 1998 Net sales increased 10% to $394,631,000 for the six-month period ended November 30, 1999, from $360,004,000 for the same period last year. The Company's U.S.-based revenue increased 10% to $270,411,000 during the first six months, while foreign sales increased 8% to $124,220,000, net of a negative foreign exchange adjustment of approximately $5,000,000. Biomet's worldwide sales of reconstructive products during the first six months of fiscal 2000 were $233,085,000, representing a 9% increase compared to the first six months of last year. This increase was primarily a result of Biomet's continued penetration of the reconstructive device market led by revision products, the Repicci Unicondylar Knee and the Ascent Total Knee System. Sales of fixation products were $85,363,000 for the first six months of fiscal 2000, representing a 9% increase as compared to the same period in 1999. Sales of spinal products were $25,119,000 for the first six months of fiscal 2000, representing a 21% increase as compared to the same period in 1999. Sales of spinal hardware contributed to this increase. The Company's sales of other products totaled $51,064,000, representing an 8% increase over the first six months of fiscal year 1999, primarily as a result of increased sales of softgood and Arthroscopy products. Cost of sales decreased as a percentage of net sales to 29.8% for the first six months of fiscal 2000 from 30.3% last year primarily as a result of increased sales of higher margin products, increased in-house manufacturing efficiencies, improved margins realized through acquisitions of international distributors and the higher growth rate of U.S. sales compared to international sales. Selling, general and administrative expenses as a percentage of net sales decreased slightly from 34.4% for the first six months of last year to 34.3% for the current six month period. Research and development expenditures decreased during the first six months to $16,842,000. On January 10, 2000, the United States Supreme Court declined to review the Third Circuit's decision in the Orthofix case, leaving its damage award standing. The Company recorded a $9 million special charge in the second quarter of fiscal year 2000, to reflect the final determination of the interest element of the judgment. Operating income rose 6% from $109,669,000 for the first six months of fiscal 1999, to $115,772,000 for the first six months of fiscal 2000. Excluding this special charge, operating income would have increased 14% to $124,772,000 for the first six months of fiscal 2000. Other income increased 8% resulting from the increase in the Company's investable cash. The effective income tax rate decreased to 36.4% for the six months of fiscal year 2000 from 36.9% last year primarily as a result of U.S. pretax income growing at a higher rate than international pretax income where tax rates are higher. These factors resulted in a 9% increase in net income to $75,447,000 from $69,488,000 for the first six months of fiscal 2000 as compared to the same period in fiscal 1999. Basic and diluted earnings per share both increased 8%, from $.62 and $.61 to $.67 and $.66, respectively, for the periods presented. Excluding the effect of the special charge, net income would have increased 17% to $81,147,000 and basic and diluted earnings per share would have both increased 16% to $.72 and $.71, respectively. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1999 AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 1998 Net sales increased 10% to $202,480,000 for the second quarter of fiscal year 2000, as compared to $183,340,000 for the same period last year. Operating income decreased .4% from $55,493,000 for the second quarter of fiscal 1999, to $55,291,000 for the second quarter of fiscal 2000. Excluding the special charge, operating income would have increased 16% to $64,291,000 for the second quarter of fiscal 2000. During the second quarter, net income increased 1% to $36,143,000 as compared to $35,894,000 for the same period last year. Basic and diluted earnings per share both remained at $.32 per share for the second quarter of fiscal 1999 and 2000. Excluding the special charge, second quarter net income would have increased 17% to $41,843,000 and basic and diluted earnings per share both would have increased 16% to $.37 per share. The business factors resulting in these changes and relevant trends affecting the Company's business during the periods in question are comparable to those described in the preceding discussion for the six-month period. YEAR 2000 The Year 2000 ("Y2K") issue stems from the way dates are recorded in many computer-dependent products and software programs. As the century date change occurs, date-sensitive systems may recognize the year 2000 as the year 1900, or not at all. This inability to recognize or properly treat the year 2000 may cause systems to process financial or operations information incorrectly. Prior to January 1, 2000, the Company, its vendors and customers and other parties made significant efforts and expenditures to upgrade, change and modify computer-dependent products and software programs to be Y2K compliant. As a result, the Company experienced only a few minor Y2K related problems (subsequent to December 31, 1999 and through the date of this filing), which have been corrected. The Company will continue to closely monitor its computer based systems and equipment and other business activities for possible problems related to Y2K; however, as of the date of this filing, the Company believes its business operations will not be adversely affected by Y2K. ACQUISITION As discussed in Note 7 of the Notes to Consolidated Financial Statements, on December 16, 1999, the Company and Implant Innovations International Corporation completed their merger. PART II. OTHER INFORMATION Item 1: Legal Proceedings. On June 30, 1999, the United States Court of Appeals for the Third Circuit (the "Third Circuit") significantly reduced the judgment previously entered against the Company and its wholly-owned subsidiaries, Electro-Biology, Inc. and EBI Medical Systems, Inc. and in favor of Orthofix SRL ("Orthofix"). The Third Circuit upheld the trial court's award of compensatory damages to Orthofix in the amount of $48,875,397; however, it virtually eliminated the $50 million punitive damage award, reducing it to $1 million. The Company and Orthofix filed petitions for rehearing with the Third Circuit and both petitions were denied. Orthofix filed an appeal of the Third Circuit's decision to the United States Supreme Court, and on January 10, 2000 the Supreme Court decided, without comment, not to review the decision of the lower court. As a result of the Third Circuit's decision, and consultation with outside legal counsel, the Company recorded a special charge of $55 million in its fiscal 1999 consolidated financial statements. The Company recorded an additional special charge of $9 million for the quarter ended November 30, 1999 to reflect the final determination of the interest element of the judgment. On November 30, 1999, the Company's investments on the consolidated balance sheet include $108 million of investment securities which were previously delivered to an escrow agent pursuant to an order of the trial court. It is anticipated that the final amount payable to Orthofix of approximately $64 million will be paid prior to January 31, 2000, at which time this matter will be finally resolved and the escrow account closed. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See Index to Exhibits. (b) Reports on Form 8-K. 	None. SIGNATURES Pursuant to the requirements 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. BIOMET, INC. - ------------ (Registrant) DATE: 1/14/2000 BY: /s/ GREGORY D. HARTMAN ---------- ------------------------- Gregory D. Hartman Senior Vice President - Finance and Treasurer (Principal Financial Officer) (Signing on behalf of the Registrant and as Principal Financial Officer) BIOMET, INC. FORM 10-Q INDEX TO EXHIBITS Sequential Number Assigned Numbering System in Regulation S-K Page Number Item 601 Description of Exhibit of Exhibit - ----------------- -------------------------------- ---------------- (2) No exhibit. (4) 4.1 Specimen certificate for Common Shares. (Incorporated by reference to Exhibit 4.1 to the registrant's Report on Form 10-K for the fiscal year ended May 31, 1985). 4.2 Rights Agreement between Biomet, Inc. and Lake City Bank, as Rights Agent, dated as of December 16, 1999. (Incorporated by reference to Exhibit 4.01 to Biomet, Inc. Form 8-K Current Report dated December 16, 1999, File No. 0-12515). (10) No exhibit. (11) No exhibit. (15) No exhibit. (18) No exhibit. (19) No exhibit. (22) No exhibit. (23) No exhibit. (24) No exhibit. (27) Financial data schedules. (99) No exhibit.