SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the 13 Weeks Ended Commission File No. February 26, 2000 0-29288 GRIFFIN LAND & NURSERIES, INC. (Exact name of registrant as specified in its charter) Delaware 06-0868496 (state or other jurisdiction of incorporation (IRS Employer or organization) Identification Number) One Rockefeller Plaza, New York, New York 10020 (Address of Principal Executive Offices) (ZIP CODE) Registrant's Telephone Number Including Area Code (212) 218-7910 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 at September 15, 2000: 4,862,704 GRIFFIN LAND & NURSERIES, INC. FORM 10-Q/A Explanatory Note In its Report on Form 10-Q for the thirteen weeks ended May 27, 2000, Griffin Land & Nurseries, Inc. ("Griffin") stated that it would restate its consolidated financial statements for the fiscal year ended November 28, 1998, the fiscal year ended November 27, 1999 and the thirteen weeks ended February 26, 2000. This amendment includes in Item 1 such restated consolidated financial statements for the thirteen weeks ended February 26, 2000 and other information relating to such restated consolidated financial statements, including Management's Discussion and Analysis of Financial Condition and Results of Operations (Item 2). Information regarding the effect of the restatement on Griffin's financial condition at February 26, 2000 and its results of operations for the thirteen weeks then ended is provided in Note 7 to the consolidated financial statements included in Item 1 of this amendment. Except for Items 1, 2 and 6, no other information included in Griffin's Report on Form 10-Q for the thirteen weeks ended February 26, 2000 is amended by this amendment. PART I Financial Information PAGE Consolidated Statement of Operations 13 Weeks Ended February 26, 2000 and February 27, 1999 3 Consolidated Balance Sheet February 26, 2000 and November 27, 1999 4 Consolidated Statement of Stockholders' Equity 13 Weeks Ended February 26, 2000 and February 27, 1999 5 Consolidated Statement of Cash Flows 13 Weeks Ended February 26, 2000 and February 27, 1999 6 Notes to Consolidated Financial Statements 7-10 Management's Discussion and Analysis of Financial Condition and Results of Operations 11-12 PART II Other Information 13 SIGNATURES 14 PART I ITEM 1. FINANCIAL STATEMENTS GRIFFIN LAND & NURSERIES, INC. CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except per share data) FOR THE 13 WEEKS ENDED, ----------------------- FEB. 26, FEB. 27, 2000 1999 (As Restated) (As Restated) (Note 7) (Note 7) ------- ------- Net sales and other revenue $ 5,462 $ 5,165 Cost and expenses: Cost of goods sold 3,663 3,568 Selling, general and administrative expenses 4,174 3,704 ------- ------- Operating loss (2,375) (2,107) Interest expense 212 37 Interest income 21 25 ------- ------- Loss before income tax benefit (2,566) (2,119) Income tax benefit (1,026) (784) ------- ------- Loss before equity investment (1,540) (1,335) Loss from equity investment (164) (213) ------- ------- Net loss $(1,704) $(1,548) ======= ======= Basic net loss per common share $ (0.35) $ (0.32) ======= ======= Diluted net loss per common share $ (0.35) $ (0.32) ======= ======= SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 3 GRIFFIN LAND & NURSERIES, INC CONSOLIDATED BALANCE SHEET (dollars in thousands, except per share data) FEB. 26, NOV. 27, 2000 1999 (As Restated) (As Restated) (Note 7) (Note 7) ------------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 336 $ 2,003 Accounts receivable, less allowance of $555 and $564 1,809 5,966 Inventories 33,453 29,196 Deferred income taxes 2,566 2,566 Other current assets 2,203 2,338 --------- ---------- TOTAL CURRENT ASSETS 40,367 42,069 Real estate held for sale or lease, net 34,072 33,766 Investment in Centaur Communications, Ltd. 16,368 16,532 Property and equipment, net 14,628 14,359 Other assets 6,095 6,159 --------- ---------- TOTAL ASSETS $ 111,530 $ 112,885 ========= ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 5,449 $ 5,412 Long-term debt due within one year 306 320 --------- ---------- TOTAL CURRENT LIABILITIES 5,755 5,732 Long-term debt 10,047 8,860 Deferred income taxes 375 1,401 Other noncurrent liabilities 3,787 3,622 --------- ---------- TOTAL LIABILITIES 19,964 19,615 --------- ---------- Commitments and contingencies -- -- Common stock, par value $0.01 per share, 10,000,000 shares authorized, 4,862,704 shares issued and outstanding 49 49 Additional paid in capital 93,584 93,584 Accumulated deficit (2,067) (363) --------- ---------- Total stockholders' equity 91,566 93,270 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 111,530 $ 112,885 ========= ========== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 4 GRIFFIN LAND & NURSERIES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (dollars in thousands) ACCUMULATED SHARES OF ADDITIONAL DEFICIT TOTAL COMMON COMMON PAID-IN (As Restated) (As Restated) STOCK STOCK CAPITAL (Note 7) (Note 7) --------- ------ ---------- ------------ ------------ Balance at November 28, 1998 4,842,704 $ 48 $ 93,491 $ (2,539) $ 91,000 Net loss -- -- -- (1,548) (1,548) --------- --------- --------- --------- ---------- Balance at February 27, 1999 4,842,704 $ 48 $ 93,491 $ (4,087) $ 89,452 ========= ========= ========= ========= ========== Balance at November 27, 1999 4,862,704 $ 49 $ 93,584 $ (363) $ 93,270 Net loss -- -- -- (1,704) (1,704) --------- --------- --------- --------- --------- Balance at February 26, 2000 4,862,704 $ 49 $ 93,584 $ (2,067) $ 91,566 ========= ========= ========= ========= ========= SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 5 GRIFFIN LAND & NURSERIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) FOR THE 13 WEEKS ENDED, ----------------------- FEB. 26, FEB. 27, 2000 1999 (AS RESTATED) (AS RESTATED) (NOTE 7) (NOTE 7) ----------- ----------- OPERATING ACTIVITIES: Net loss $(1,704) $(1,548) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 624 542 Loss from equity investment 164 213 Deferred income taxes (1,026) (784) Changes in assets and liabilities: Accounts receivable 4,166 3,340 Inventories (4,257) (3,642) Income tax refund received -- 926 Accounts payable and accrued liabilities 37 (195) Other, net 441 67 ------- ------- Net cash used in operating activities (1,555) (1,081) ------- ------- INVESTING ACTIVITIES: Additions to property and equipment (631) (1,030) Additions to real estate held for sale or lease (629) (1,413) Other, net -- (377) ------- ------- Net cash used in investing activities (1,260) (2,820) ------- ------- FINANCING ACTIVITIES: Increase in debt 1,235 2,000 Payments of debt (87) (82) ------- ------- Net cash provided by financing activities 1,148 1,918 ------- ------- Net decrease in cash and cash equivalents (1,667) (1,983) Cash and cash equivalents at beginning of period 2,003 2,059 ------- ------- Cash and cash equivalents at end of period $ 336 $ 76 ======= ======= SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 6 GRIFFIN LAND & NURSERIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) 1. BASIS OF PRESENTATION The unaudited consolidated financial statements of Griffin Land & Nurseries, Inc. ("Griffin") have been prepared in conformity with the standards of accounting measurement set forth in Accounting Principles Board Opinion No. 28 and any amendments thereto adopted by the Financial Accounting Standards Board ("FASB"). Also, the accompanying financial statements have been prepared in accordance with the accounting policies stated in Griffin's audited 1999 Financial Statements included in the Report on Form 10-K/A as filed with the Securities and Exchange Commission on October 4, 2000, and should be read in conjunction with the Notes to Financial Statements appearing in that report. The consolidated financial statements of Griffin for the thirteen weeks ended February 26, 2000 and prior periods have been restated to adjust the amounts previously reported for income/loss from equity investment (see Note 7). All adjustments, comprising only normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of results for the interim periods have been reflected. The results of operations for the thirteen weeks ended February 26, 2000, are not necessarily indicative of the results to be expected for the full year. Certain amounts from the prior year have been reclassified to conform to the current presentation. 2. INDUSTRY SEGMENT INFORMATION Griffin's reportable segments are defined by their products and services, and are comprised of the landscape nursery and real estate segments. Griffin has no operations outside the United States. Griffin's export sales and transactions between segments are not material. FOR THE 13 WEEKS ENDED, ----------------------- FEB. 26, FEB. 27, 2000 1999 -------- -------- NET SALES AND OTHER REVENUE Landscape nursery $ 4,130 $ 4,226 Real estate 1,332 939 -------- -------- $ 5,462 $ 5,165 ======== ======== OPERATING LOSS Landscape nursery $ (2,098) $ (1,718) Real estate 129 (46) -------- -------- Industry segment totals (1,969) (1,764) General corporate expense 406 343 Interest expense, net 191 12 -------- -------- Loss before income tax benefit $ (2,566) $ (2,119) ======== ======== FEB. 26, NOV. 27, 2000 1999 -------- -------- IDENTIFIABLE ASSETS Landscape nursery $ 51,067 $ 52,564 Real estate 38,746 38,248 -------- -------- Industry segment totals 89,813 90,812 General corporate 21,717 22,073 -------- -------- $111,530 $112,885 ======== ======== See Note 3 for information on Griffin's equity investment in Centaur Communications, Ltd. Page 7 3. EQUITY INVESTMENT Griffin accounts for its approximately 35% ownership of the outstanding common stock of Centaur Communications, Ltd. ("Centaur") under the equity method of accounting for investments. The summarized financial data of Centaur shown below was derived from Centaur's financial statements which are prepared in accordance with generally accepted accounting principles in the United Kingdom. Griffin's equity loss from Centaur, including the restatement referred to in Note 7, reflects adjustments necessary to present Centaur's results in accordance with generally accepted accounting principles in the United States. THREE MONTHS ENDED, ------------------------------ FEB. 26, FEB. 27, 2000 1999 (As Restated) (As Restated) (Note 7) (Note 7) ------------- ------------- Net sales $22,874 $17,257 Costs and expenses 22,009 16,997 ----------- ----------- Operating profit 865 260 Nonoperating expense, principally interest 871 449 ----------- ----------- Loss before taxes (6) (189) Income tax provision (benefit) 48 (30) ----------- ----------- Net loss $ (54) $ (159) =========== =========== FEB. 26, NOV. 27, 2000 1999 (As Restated) (As Restated) (Note 7) (Note 7) ------------- ------------- Current assets $35,290 $35,957 Intangible assets 24,816 25,002 Other assets 11,537 11,018 ----------- ----------- Total assets $71,643 $71,977 =========== =========== Current liabilities $31,092 $31,273 Debt 42,323 42,859 Other liabilities 3,970 3,530 ----------- ----------- Total liabilities 77,385 77,662 Accumulated deficit (5,742) (5,685) ----------- ----------- Total liabilities and deficit $71,643 $71,977 =========== =========== 4. STOCK OPTIONS On January 18, 2000, Griffin's Board of Directors approved the issuance of 20,000 options under the Griffin Land & Nurseries, Inc., 1997 Stock Option Plan (the "Griffin Stock Option Plan") to certain employees. Activity under the Griffin Stock Option Plan is summarized as follows: NUMBER OF WEIGHTED AVG. OPTIONS EXERCISE PRICE --------- -------------- Outstanding at November 27, 1999 601,707 $12.16 Issued after November 27, 1999 20,000 11.22 Cancelled after November 27, 1999 (600) 13.25 ------- ------ Outstanding at February 26, 2000 621,107 $12.13 ======= ====== Number of option holders at February 26, 2000 37 ======= Page 8 WEIGHTED AVG. REMAINING OUTSTANDING AT WEIGHTED AVG. CONTRACTUAL LIFE RANGE OF EXERCISE PRICES FEB. 26, 2000 EXERCISE PRICE (IN YEARS) ------------------------ ------------- -------------- ---------- Under $3.00 34,435 $ 1.75 4.1 $3.00-$9.00 100,172 7.52 6.0 Over $9.00 486,500 13.81 8.3 ------- 621,107 ======= Options granted in 2000 vest in equal installments on the third, fourth and fifth anniversaries from the date of grant. At February 26, 2000, there were 140,607 vested options outstanding under the Griffin Stock Option Plan with a weighted average price of $6.39 per share. 5. PER SHARE RESULTS Basic and diluted per share results were based on the following: FOR THE 13 WEEKS ENDED, -------------------------- FEB. 26, FEB. 27, 2000 1999 (As Restated) (As Restated) (Note 7) (Note 7) ------------ ----------- Net loss for computation of basic and diluted per share results $ (1,704) $ (1,548) =========== =========== Weighted average shares for computation of basic and diluted per share results 4,863,000 4,843,000 =========== =========== 6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION INVENTORIES Inventories consist of: FEB. 26, NOV. 27, 2000 1999 ------- ------- Nursery stock $30,237 $26,728 Finished goods 1,666 1,481 Materials and supplies 1,550 987 ------- ------- $33,453 $29,196 ======= ======= Page 9 PROPERTY AND EQUIPMENT Property and equipment consist of: ESTIMATED USEFUL FEB. 26, NOV. 27, LIVES 2000 1999 ---------------- -------- -------- Land and improvements $ 7,457 $ 7,402 Buildings 10 to 40 years 4,576 4,198 Machinery and equipment 3 to 20 years 14,699 14,560 -------- -------- 26,732 26,160 Accumulated depreciation (12,104) (11,801) -------- -------- $ 14,628 $ 14,359 ======== ======== Griffin incurred capital lease obligations of $25 and $81, respectively, in the thirteen weeks ended February 26, 2000 and February 27, 1999. REAL ESTATE HELD FOR SALE OR LEASE Real estate held for sale or lease consists of: ESTIMATED USEFUL FEB. 26, NOV. 27, LIVES 2000 1999 ---------------- -------- -------- Land $ 4,680 $ 4,723 Land improvements 15 years 3,461 3,461 Buildings 40 years 24,049 23,836 Development costs 10,388 10,027 ------- ------- 42,578 42,047 Accumulated depreciation (8,506) (8,281) ------- ------- $34,072 $33,766 ======= ======= 7. RESTATEMENT The consolidated financial statements of Griffin for the thirteen weeks ended February 26, 2000 and February 27, 1999 have been restated to adjust the amounts previously reported for equity loss from Centaur. The restatement was required to adjust the timing of the recognition of subscription revenue of Centaur to comply with generally accepted accounting principles in the United States. The following summarizes the changes to previously reported financial information: FOR THE 13 WEEKS ENDED, ------------------------------------------------------- FEBRUARY 26, 2000 FEBRUARY 27, 1999 --------------------------- ---------------------- AS AS AS AS REPORTED RESTATED REPORTED RESTATED ---------- ---------- -------- --------- Loss before equity investment ($1,540) ($1,540) ($1,335) ($1,335) Loss from equity investment (147) (164) (171) (213) ------- ------- ------ ------ Net loss ($1,687) ($1,704) ($1,506) ($1,548) ======= ======= ======= ======= Basic net loss per share ($0.35) ($0.35) ($0.31) ($0.32) ======= ======= ======= ======= Diluted net loss per share ($0.35) ($0.35) ($0.31) ($0.32) ======= ======= ======= ======= FEBRUARY 26, 2000 ----------------------- AS AS REPORTED RESTATED -------- -------- Total assets $112,033 $111,530 ======== ======== Stockholders' equity $ 92,069 $ 91,566 ======== ======== Page 10 ITEM 2 GRIFFIN LAND & NURSERIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESTATEMENT The consolidated financial statements of Griffin for the thirteen weeks ended February 26, 2000 and February 27, 1999 have been restated to adjust the amounts previously reported for equity income from Griffin's 35% investment in Centaur Communications, Ltd. ("Centaur"), a privately owned publisher based in the United Kingdom. Restatement was required to adjust the timing of the recognition of subscription revenue of Centaur to comply with generally accepted accounting principles in the United States. OVERVIEW Griffin's operations are comprised of two segments: the landscape nursery business and the real estate business. The following discussion contains information relating to the consolidated operations of Griffin and, where appropriate, separate information regarding each of these segments. As used in this discussion the term "Imperial" refers to Griffin's landscape nursery operations (conducted by Griffin's wholly-owned subsidiary, Imperial Nurseries, Inc.) and the term "Griffin Land" refers to Griffin's real estate operations. RESULTS OF OPERATIONS Thirteen Weeks Ended February 26, 2000 Compared to the Thirteen Weeks Ended February 27, 1999 Griffin's net sales and other revenue were $5.5 million in the thirteen weeks ended February 26, 2000 (the "2000 first quarter") as compared to net sales and other revenue of $5.2 million in the thirteen weeks ended February 27, 1999 (the "1999 first quarter"). The increase of $0.3 million reflects higher net sales at Griffin Land partially offset by slightly lower net sales at Imperial. Imperial's net sales decreased $0.1 million to $4.1 million in the 2000 first quarter from $4.2 million in the 1999 first quarter. The decrease reflects lower sales volume of winter related products in the 2000 first quarter as compared to the 1999 first quarter at Imperial's wholesale sales and service centers. The decrease of winter product sales was attributed to the relatively milder winter weather in Imperial's markets in the 2000 first quarter as compared to the 1999 first quarter. Net sales and other revenue at Griffin Land increased $0.4 million to $1.3 million in the 2000 first quarter from $0.9 million in the 1999 first quarter. The net sales and other revenue increase at Griffin Land principally reflects sales of residential lots in the 2000 first quarter which generated proceeds of $0.3 million. There were no land sales in the 1999 first quarter. The balance of the net sales and other revenue increase at Griffin Land in the 2000 first quarter, as compared to the 1999 first quarter, was due to higher revenue from leasing. Griffin's operating loss (before interest) was $2.4 million in the 2000 first quarter as compared to an operating loss of $2.1 million in the 1999 first quarter. Imperial incurred an operating loss of $2.1 million in the 2000 first quarter as compared to an operating loss of $1.7 million in the 1999 first quarter. The first quarter historically incurs an operating loss in the nursery business because of the low volume of plant sales during the winter months. The increase in Imperial's operating loss in the 2000 first quarter, as compared to the 1999 first quarter, principally reflects higher operating expenses incurred to support Imperial's sales and service centers. Griffin Land had an operating profit (before interest) of $0.1 million in the 2000 first quarter as compared to an operating loss of $0.1 million in the 1999 first quarter. The improved results at Griffin Land reflect gains on the residential land sales and the higher rental revenue in the 2000 first quarter, partially offset by slightly higher operating expenses. Griffin's interest expense increased to $0.2 million in the 2000 first quarter as compared to less than $0.1 million in the 1999 first quarter. The higher interest expense reflects the mortgage entered into by Griffin Land in the third quarter of last year. The loss from Griffin's equity investment in Centaur in the 2000 first quarter was lower than the equity loss in 1999 first quarter. Centaur had an increase in operating profit, substantially offset by higher interest expense. The increase in Centaur's interest expense principally reflects Centaur's borrowings to finance an acquisition in the 1999 second quarter. Page 11 LIQUIDITY AND CAPITAL RESOURCES Griffin's net cash used in operating activities was $1.6 million in the 2000 first quarter as compared to net cash used in operating activities of $ 1.1 million in the 1999 first quarter. The increase in cash used in operations principally reflects the effect of an income tax refund of $0.9 million received in the 1999 first quarter. Net cash used for working capital items in the 2000 first quarter was less than net cash used for working capital items in the 1999 first quarter. Net cash used in investing activities was $1.3 million in the 2000 first quarter as compared to $2.8 million in the 1999 first quarter, reflecting a lower amount of additions to property and equipment and a lower amount of additions to Griffin's real estate holdings. The lower amount of additions to property and equipment in the 2000 first quarter, as compared to the 1999 first quarter, principally reflects the 1999 first quarter additions including the acquisition of land to expand Imperial's Cincinnati sales and service center. In the 2000 first quarter, Imperial continued several capital projects, started in fiscal 1999, to improve and expand its containerized plant production facilities in Florida and Connecticut. These projects are expected to be completed over the next six to twelve months at a projected cost of approximately $4.0 million. In fiscal 1999, Imperial entered into an agreement to acquire land in central New Jersey for a new wholesale sales and service center. Completion of the land purchase is contingent upon receiving all required regulatory approvals to operate a wholesale sales and service center on that site. If such approval is received, expenditures for the land acquisition and site work are projected to be approximately $3.9 million to be expended in fiscal 2000 and fiscal 2001. Sites for additional sales and service centers are also being considered. The lower amount of additions to real estate in the 2000 first quarter, as compared to the 1999 first quarter, reflects the effect of expenditures in the 1999 first quarter for construction of a 100,000 square foot warehouse in the New England Tradeport. The shell of that new warehouse was completed in the 1999 second quarter. There were no such construction projects during the 2000 first quarter. A significant portion of Griffin's additions to its real estate holdings in the 2000 first quarter reflect subdivision activities related to a proposed residential development. Griffin has started construction of new buildings in fiscal 2000 to provide additional space for lease. A portion of the new construction is being built on speculation. Additional construction being considered is dependent on the leasing status of the recently constructed 100,000 square foot warehouse in the New England Tradeport, which is being actively marketed but is not yet leased. Net cash provided by financing activities in the 2000 first quarter reflects Griffin's initial borrowings under its $20 million revolving credit loan (the "Griffin Credit Agreement") entered into in the 1999 third quarter. Management believes that in the near term, based on the current level of operations and anticipated growth, its cash on hand, cash flow from operations and borrowings under the Griffin Credit Agreement will be sufficient to finance the working capital requirements and expected capital expenditures of its landscape nursery business and fund development of its real estate assets. Over the intermediate and long term, selective mortgage placements or additional bank credit facilities may also be required to fund capital projects. FORWARD-LOOKING INFORMATION The information in Management's Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved, particularly with respect to leasing of its new warehouse completed in 1999 and possible construction of additional facilities in the real estate business, subdivision approvals, the improvements and expansion of Imperial's farm operations, and the opening of a wholesale sales and service center in central New Jersey. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin. Page 12 PART II OTHER INFORMATION Items 1 - 5 not applicable Item 6. Exhibits and Reports on Form 8K (a) Exhibits Exhibit No. Description ----------- ----------- 27 Financial Data Schedule (b) There were no reports filed on Form 8K by the Registrant during the 2000 first quarter. Page 13 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. GRIFFIN LAND & NURSERIES, INC. /S/ FREDERICK M. DANZIGER DATE: September 15, 2000 ---------------------------------------- FREDERICK M. DANZIGER President and Chief Executive Officer /S/ ANTHONY J. GALICI DATE: September 15, 2000 ---------------------------------------- ANTHONY J. GALICI Vice President, Chief Financial Officer and Secretary Page 14