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 June 28, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 33-81808 BUILDING MATERIALS CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) Delaware 22-3276290 (State of Incorporation) (I. R. S. Employer Identification No.) 1361 Alps Road, Wayne, New Jersey 07470 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 628-3000 (Not applicable) (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 / / As of August 10, 1998, 1,015,010 shares of the Registrant's Class A common stock and 15,000 shares of the Registrant's Class B common stock were outstanding. Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS BUILDING MATERIALS CORPORATION OF AMERICA CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Second Quarter Ended Six Months Ended -------------------- ------------------ June 29, June 28, June 29, June 28, 1997 1998 1997 1998 -------- -------- -------- -------- (Thousands) Net sales ............................ $255,934 $286,227 $449,258 $498,656 -------- -------- -------- -------- Costs and expenses: Cost of products sold .............. 180,191 200,496 323,357 358,530 Selling, general and administrative. 50,810 59,017 91,676 107,383 -------- -------- -------- -------- Total costs and expenses.......... 231,001 259,513 415,033 465,913 -------- -------- -------- -------- Operating income ..................... 24,933 26,714 34,225 32,743 Interest expense ..................... (10,253) (12,713) (20,099) (25,405) Other income, net..................... 1,934 4,086 5,360 14,353 -------- -------- -------- -------- Income before income taxes............ 16,614 18,087 19,486 21,691 Income taxes ......................... (6,481) (7,055) (7,600) (8,459) -------- -------- -------- -------- Net income ........................... $ 10,133 $ 11,032 $ 11,886 $ 13,232 ======== ======== ======== ======== See Notes to Consolidated Financial Statements 1 BUILDING MATERIALS CORPORATION OF AMERICA CONSOLIDATED BALANCE SHEETS June 28, December 31, 1998 1997 (Unaudited) ------------ ----------- (Thousands) ASSETS Current Assets: Cash and cash equivalents..................... $ 12,921 $ 34,067 Investments in trading securities............. 62,059 1,132 Investments in available-for-sale securities.. 161,290 122,600 Investments in held-to-maturity securities.... 499 - Other short-term investments.................. 19,488 21,438 Accounts receivable, trade, net............... 13,643 32,373 Accounts receivable, other.................... 50,839 57,913 Receivable from related parties, net.......... 5,151 - Loan receivable from related party............ 6,152 - Inventories................................... 72,254 117,544 Other current assets.......................... 6,243 8,671 --------- --------- Total Current Assets........................ 410,539 395,738 Property, plant and equipment, net.............. 241,946 279,554 Goodwill, net................................... 70,046 80,752 Deferred income tax benefits.................... 35,981 33,366 Receivable from related parties ................ 31,661 - Other assets.................................... 17,113 15,404 --------- --------- Total Assets.................................... $ 807,286 $ 804,814 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY Current Liabilities: Short-term debt............................... $ 26,944 $ 2,111 Current maturities of long-term debt.......... 3,801 4,183 Accounts payable.............................. 55,642 65,664 Payable to related parties, net............... - 9,175 Accrued liabilities........................... 26,298 47,768 Reserve for product warranty claims........... 13,100 13,100 --------- ------- Total Current Liabilities................... 125,785 142,001 --------- --------- Long-term debt less current maturities.......... 555,446 534,843 --------- --------- Reserve for product warranty claims............. 23,881 21,591 --------- --------- Other liabilities............................... 19,175 19,132 --------- --------- Stockholder's Equity: Series A Cumulative Redeemable Convertible Preferred Stock, $.01 par value per share; 100,000 shares authorized; no shares issued - - Common stock, $.001 par value per share; 1,050,000 shares authorized; 1,000,010 shares issued and outstanding .... 1 1 Additional paid-in capital.................... 86,910 86,910 Accumulated deficit........................... (14,083) (851) Accumulated other comprehensive income........ 10,171 1,187 --------- --------- Stockholder's Equity ....................... 82,999 87,247 --------- --------- Total Liabilities and Stockholder's Equity .... $ 807,286 $ 804,814 ========= ========= See Notes to Consolidated Financial Statements 2 BUILDING MATERIALS CORPORATION OF AMERICA CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended -------------------- June 29, June 28, 1997 1998 --------- -------- (Thousands) Cash and cash equivalents, beginning of period........... $124,560 $ 12,921 -------- -------- Cash provided by (used in) operating activities: Net income............................................. 11,886 13,232 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation ...................................... 10,916 12,378 Goodwill amortization.............................. 920 1,002 Deferred income taxes.............................. 7,499 8,358 Noncash interest charges........................... 13,116 14,920 Increase in working capital items...................... (73,609) (43,931) Purchases of trading securities........................ (39,750) (61,049) Proceeds from sales of trading securities.............. 13,410 77,111 Change in net receivable from/payable to related parties.............................................. (21,842) 45,987 Other, net............................................. (3,772) 2,867 -------- -------- Net cash provided by (used in) operating activities...... (81,226) 70,875 -------- -------- Cash provided by (used in) investing activities: Capital expenditures................................... (15,066) (23,548) Acquisitions........................................... (25,531) (43,468) Purchases of available-for-sale securities............. (80,189) (32,808) Purchases of held-to-maturity securities............... (4,591) - Proceeds from sales of available-for-sale securities... 84,363 96,604 Proceeds from held-to-maturity securities.............. 7,917 499 -------- -------- Net cash used in investing activities.................... (33,097) (2,721) -------- -------- Cash provided by (used in) financing activities: Proceeds from sale of accounts receivable.............. 23,694 7,478 Increase (decrease) in short-term debt................. 538 (24,833) Decrease in borrowings under revolving credit facility. - (34,000) Repayments of long-term debt........................... (1,672) (1,629) Decrease in loan receivable from related party......... - 6,152 Distribution to parent company......................... (18,000) - Payments of asbestos claims............................ (3,062) - Financing fees and expenses............................ (207) (176) -------- -------- Net cash provided by (used in) financing activities...... 1,291 (47,008) -------- -------- Net change in cash and cash equivalents.................. (113,032) 21,146 -------- -------- Cash and cash equivalents, end of period................. $ 11,528 $ 34,067 ======== ======== See Notes to Consolidated Financial Statements 3 BUILDING MATERIALS CORPORATION OF AMERICA CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - (Continued) Six Months Ended -------------------- June 29, June 28, 1997 1998 --------- --------- (Thousands) Supplemental Cash Flow Information: Cash paid during the period for: Interest (net of amount capitalized)............. $ 6,994 $ 10,279 Income taxes..................................... 138 800 Acquisition of Leatherback Industries business, net of $8 cash acquired: Fair market value of assets acquired............. $ 27,167 Purchase price of acquisition.................... 25,531 -------- Liabilities assumed.............................. $ 1,636 ======== Acquisition of Leslie-Locke, Inc.: Fair market value of assets acquired............... $ 59,318 Purchase price of acquisition...................... 43,468 -------- Liabilities assumed................................ $ 15,850 ======== See Notes to Consolidated Financial Statements 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Building Materials Corporation of America (the "Company") is a wholly- owned subsidiary of GAF Building Materials Corporation ("GAFBMC"), which is an indirect, wholly-owned subsidiary of G-I Holdings Inc. ("G-I Holdings"). G-I Holdings is a wholly-owned subsidiary of GAF Corporation ("GAF"). The consolidated financial statements of the Company reflect, in the opinion of management, all adjustments necessary to present fairly the financial position of the Company at June 28, 1998, and the results of operations and cash flows for the periods ended June 29, 1997 and June 28, 1998. All adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the annual financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Form 10-K"). Note 1: Comprehensive Income In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which is effective for fiscal years beginning after December 15, 1997. Reclassification of financial statements for earlier periods is required. In the Company's case, comprehensive income includes net income, unrealized gains and losses from investments in available-for-sale securities, and pension liability adjustments. Second Quarter Ended Six Months Ended -------------------- ------------------ June 29, June 28, June 29, June 28, 1997 1998 1997 1998 -------- -------- -------- -------- (Thousands) Net income..............................$ 10,133 $ 11,032 $ 11,886 $ 13,232 -------- -------- -------- -------- Other comprehensive income, net of tax: Unrealized gains on available-for- sale securities: Unrealized holding gains (losses) arising during the period, net of income tax (provision) benefit of $(2,095), $378, $(3,765) and $(1,471)........................ 3,277 (589) 5,890 2,305 Less: Reclassification adjustment for gains included in net income, net of income tax effect of $2,371 $ 2,913, $2,918, and $ 7,215........ (3,708) (4,559) (4,566) (11,289) -------- -------- -------- -------- Total other comprehensive income (loss). (431) (5,148) 1,324 (8,984) -------- -------- -------- -------- Comprehensive income....................$ 9,702 $ 5,884 $ 13,210 $ 4,248 ======== ======== ======== ======== 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 1. Comprehensive Income (Continued) Changes in the components of "Accumulated other comprehensive income" for the six months ended June 28, 1998 are as follows: Unrealized Gains on Minimum Accumulated Available- Pension Other for-sale Liability Comprehensive Securities Adjustment Income ---------- ---------- ------------- (Thousands) Balance, December 31, 1997.... $ 11,102 $ (931) $ 10,171 Change for the period......... (8,984) - (8,984) -------- -------- -------- Balance, June 28, 1998........ $ 2,118 $ (931) $ 1,187 ======== ======== ======== Note 2: Inventories: Inventories consist of the following: December 31, June 28, 1997 1998 ------------ -------- (Thousands) Finished goods..................... $ 38,459 $ 74,410 Work in process.................... 10,180 11,517 Raw materials and supplies......... 24,670 32,672 -------- -------- Total.............................. 73,309 118,599 Less LIFO reserve.................. (1,055) (1,055) -------- -------- Inventories........................ $ 72,254 $117,544 ======== ======== Note 3: Acquisition Effective June 1, 1998, the Company purchased for approximately $43.5 million substantially all of the assets of Leslie-Locke Inc. ("Leslie-Locke"), a wholly-owned subsidiary of Leslie Building Products, Inc., which manufactures and markets a variety of specialty building products and accessories for the professional and do-it-yourself remodeling and residential construction industries from manufacturing facilities in Burgaw, North Carolina and Compton, California. Leslie-Locke had 1997 sales of approximately $90 million. The acquisition will be accounted for under the purchase method of accounting. The results of Leslie-Locke are included from the date of acquisition and are not material to the results presented in the foregoing financial statements. This acquisition, if it had occurred on January 1, 1998, would not have had a material impact on results of operations for the six months ended June 28, 1998. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 4: Termination of Interest Rate Swap Agreements In June 1998, the Company terminated interest rate swap agreements related to its 11 3/4% Senior Deferred Coupon Notes due 2004 with an aggregate ending notional principal amount of $60.0 million, resulting in gains of $0.7 million. The gains have been deferred and will be amortized as a reduction of interest expense over the remaining original life of the swaps. Note 5: Contingencies Asbestos Litigation Against GAF In connection with its formation, the Company contractually assumed and agreed to pay the first $204.4 million of liabilities for asbestos-related bodily injury claims relating to the inhalation of asbestos fiber ("Asbestos Claims") (whether for indemnity or defense) of its parent, GAFBMC, relating to pending cases and previously settled, but not paid, cases as of January 31, 1994, and no other asbestos liabilities of GAFBMC. As of March 30, 1997, the Company had paid all of its assumed asbestos-related liabilities. GAF has advised the Company that, as of June 27, 1998, it is defending approximately 113,000 pending alleged Asbestos Claims (having received notice of approximately 55,900 new Asbestos Claims during the first six months of 1998) and has resolved approximately 256,700 Asbestos Claims (including approximately 22,200 in the first six months of 1998). GAF has advised the Company that it believes that a significant portion of the claims filed in the first six months of 1998 were already pending against other defendants for some period of time, with GAF being added as a defendant upon the lifting in 1997 of the injunction relating to the Georgine class action settlement. During 1997, GAF resolved approximately 11,000 Asbestos Claims of which approximately 9,900 were resolved (including Asbestos Claims disposed of at no cost to GAF) for an average cost of approximately $4,070 per claim. GAF's share of the costs with respect to approximately 1,100 Asbestos Claims resolved during 1997 has not yet been determined. There can be no assurance that the actual costs of resolving pending and future Asbestos Claims will approximate GAF's historic average costs. GAF has stated that it is committed to effecting a comprehensive resolution of Asbestos Claims, that it is exploring a number of options, both judicial and legislative, to accomplish such resolution, but there can be no assurance that this effort will be successful. The Company believes that it will not sustain any additional liability in connection with asbestos-related claims. While the Company cannot predict whether any asbestos-related claims will be asserted against it or its assets, or the outcome of any litigation relating to such claims, it believes that it has meritorious defenses to such claims. Moreover, it has been jointly and severally indemnified by G-I Holdings and GAFBMC with respect to such claims. 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 5. Contingencies (Continued) For further information regarding the history of the foregoing litigation and asbestos-related matters, see "Item 3. Legal Proceedings" and Note 3 to Consolidated Financial Statements contained in the Company's Form 10-K. Environmental Litigation The Company, together with other companies, is a party to a variety of proceedings and lawsuits involving environmental matters ("Environmental Claims"), in which recovery is sought for the cost of cleanup of contaminated sites, a number of which Environmental Claims are in the early stages or have been dormant for protracted periods. At most sites, the Company anticipates that liability will be apportioned among the companies found to be responsible for the presence of hazardous substances at the site. The Company believes that the ultimate disposition of such matters will not, individually or in the aggregate, have a material adverse effect on the business, liquidity, results of operations, cash flows or financial position of the Company. For further information regarding environmental matters and other litigation, reference is made to "Item 3. Legal Proceedings" contained in the Company's Form 10-K. Tax Claim Against GAF On September 15, 1997, GAF received a notice from the Internal Revenue Service (the "Service") of a deficiency in the amount of $84.4 million (after taking into account the use of net operating losses and foreign tax credits otherwise available for use in later years) in connection with the formation in 1990 of Rhone-Poulenc Surfactants and Specialties, L.P. (the "surfactants partnership"), a partnership in which a subsidiary of GAF, GAF Fiberglass Corporation ("GFC"), holds an interest. The claim of the Service for interest and penalties, after taking into account the effect on the use of net operating losses and foreign tax credits, could result in GFC incurring liabilities significantly in excess of the deferred tax liability of $131.4 million that GAF recorded in 1990 in connection with this matter. GAF has advised the Company that it believes that GFC will prevail in this matter, although there can be no assurance in this regard. The Company believes that the ultimate disposition of this matter will not have a material adverse effect on its financial position or results of operations. GAF, G-I Holdings and certain subsidiaries of GAF have agreed to jointly and severally indemnify the Company against any tax liability associated with the surfactants partnership, which the Company would be severally liable for, together with GAF and several current and former subsidiaries of GAF, should GFC be unable to satisfy such liability. 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 6. Subsequent Events On July 15, 1998, the Company recorded a nonrecurring charge of $7.6 million related to a grant to an executive officer of 30,000 shares of restricted common stock of the Company and certain cash payments to be made to such officer over a specified time period. On July 17, 1998, the Company issued $150 million in aggregate principal amount at maturity of 7 3/4% Senior Notes due 2005. As of August 11, 1998, the Company had used a portion of the net proceeds from this issue to purchase (and subsequently cancel), $132.6 million in aggregate principal amount at maturity of the Company's 11 3/4% Senior Deferred Coupon Notes due 2004. In connection with this purchase, the Company recorded an extraordinary loss of $9.3 million in July 1998. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - Second Quarter 1998 Compared With Second Quarter 1997 The Company recorded second quarter 1998 net income of $11.0 million compared with $10.1 million in the second quarter of 1997. The 8.9% increase in net income reflected higher operating and other income, partially offset by increased interest expense. The Company's net sales for the second quarter of 1998 were $286.2 million, an 11.8% increase over last year's sales of $255.9 million. The net sales gains occurred in both the residential and commercial product lines. The increase in residential net sales reflected both higher unit volumes and higher average selling prices, while the increase in net sales of commercial roofing products was primarily from higher unit volumes. Operating income for the second quarter of 1998 was $26.7 million compared with $24.9 million in the second quarter of 1997. The 7.2% improvement in operating income was achieved due to an improved gross margin offset by higher distribution costs, primarily due to rail carrier service problems in certain regions of the country requiring the use of higher-cost transportation alternatives and by increased selling and administrative expenses related to expanded marketing efforts. Selling, general and administrative expenses increased by 16.1% to $59.0 million compared with last year's $50.8 million. Interest expense increased to $12.7 million in the second quarter of 1998 from $10.3 million last year due to higher debt levels, mainly reflecting the issuance in October 1997 of $100 million in aggregate principal amount at maturity of 8% Senior Notes due 2007. Other income, net, was $4.1 million for the second quarter compared with $1.9 million last year, reflecting higher investment income and lower other expenses, principally legal expenses from certain litigation in the prior year. Results of Operations - Six Months 1998 Compared With Six Months 1997 For the first six months of 1998, the Company recorded net income of $13.2 million compared with $11.9 million for the first six months of 1997. The 10.9% increase in net income resulted from higher investment income, partially offset by lower operating income and higher interest expense. The Company's net sales for the first six months of 1998 were $498.7 million, an 11.0% increase over last year's sales of $449.3 million. The net sales growth occurred in both the residential and commercial product lines and resulted primarily from higher unit sales volumes. 10 Operating income for the first six months of 1998 was $32.7 million compared with $34.2 million in the first six months of 1997. The decline in operating income was attributable to higher distribution costs due to rail service problems and higher selling and administrative expenses resulting from broader marketing efforts, partially offset by the impact of higher product sales and lower manufacturing costs. Selling, general and administrative expenses increased by 17.1% to $107.4 million compared with last year's $91.7 million. Interest expense increased to $25.4 million in the first six months of 1998 from $20.1 million last year due to higher debt levels, mainly reflecting the issuance in October 1997 of $100 million in aggregate principal amount at maturity of 8% Senior Notes due 2007. Other income, net, was $14.4 million compared with $5.4 million last year, principally reflecting higher investment income. Liquidity and Financial Condition Net cash inflow during the first six months of 1998 was $68.2 million before financing activities, and included $70.9 million of cash generated from operations, the reinvestment of $23.5 million for capital programs, the acquisition of Leslie-Locke, Inc. for $43.5 million (see Note 3 to Consolidated Financial Statements), and the generation of $64.3 million from net sales of available-for-sale and held-to-maturity securities. Cash invested in additional working capital totaled $43.9 million during the first six months of 1998, primarily reflecting a seasonal increase in inventories of $31.9 million and a $26.8 million increase in receivables, partially offset by a $16.6 million increase in accounts payable and accrued liabilities. Accrued liabilities increased by $21.5 million to $47.8 million as a result of additional accrued interest payable and seasonal increases in accrued distribution costs and other plant operating accruals. Cash from operating activities also reflected a $46.0 million cash inflow as a result of repayments of advances by GAF, G-I Holdings and their subsidiaries which were made by the Company in 1997, and a $16.1 million cash inflow from net sales of trading securities. Net cash used in financing activities totaled $47.0 million during the first six months of 1998, mainly reflecting a $34.0 million paydown of borrowings under the Company's bank revolving credit facility and a $24.8 million decrease in short-term borrowings, partially offset by a $6.2 million cash inflow from the repayment of a loan by a related party and $7.5 million proceeds from the sale of receivables. As a result of the foregoing factors, cash and cash equivalents increased by $21.1 million during the first six months of 1998 to $34.1 million (excluding $145.2 million of trading and available-for-sale securities and other short-term investments). In June 1998, the Company terminated interest rate swap agreements related to its 11 3/4% Senior Deferred Coupon Notes due 2004 with an aggregate ending notional principal amount of $60.0 million, resulting in gains of $0.7 million. The gains have been deferred and will be amortized as a reduction of interest expense over the remaining original life of the swaps. 11 On July 17, 1998, the Company issued $150 million in aggregate principal amount at maturity of 7 3/4% Senior Notes due 2005. The Company used a portion of the net proceeds from this issue to purchase (and subsequently cancel) $132.6 million in aggregate principal amount at maturity of the Company's 11 3/4% Senior Deferred Coupon Notes due 2004 ("Deferred Coupon Notes") and intends to use the remaining net proceeds from this issue to purchase (and subsequently cancel) up to an additional $17.4 million in aggregate principal amount at maturity of such Deferred Coupon Notes. If the Company purchases (and subsequently cancels) an aggregate of $150 million in aggregate principal amount at maturity of such Deferred Coupon Notes, the Company would record a total extraordinary loss of approximately $10 million. See Note 6 to Consolidated Financial Statements. The Company has significantly upgraded its information systems capabilities and is in the process of finalizing the roll-out of an interactive network connecting all of its locations. In conjunction with this initiative, the Company is addressing its "Year 2000" compliance issues and does not believe that the costs associated with, or the impact of, these issues will have a material adverse effect on the operations, liquidity or capital resources of the Company. At this time, the Company is in the process of reviewing the Year 2000 compliance of its major suppliers and customers. From time to time, the Company reviews the reserves established for estimated probable future warranty claims. The Company is currently undertaking a review of these reserves and, before the end of the fiscal year, could increase reserves relating to its residential roofing products by approximately $6 million to $12 million on an after tax basis. See Notes 5 and 6 to Consolidated Financial Statements for information regarding contingencies and subsequent events. Forward-looking Statements This Form 10-Q may contain certain "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of statements that include phrases such as the Company or its management "believes," "expects," "anticipates," "intends," "plans," "foresees" or other words or phrases of similar import. Similarly, statements that describe the Company's objectives, plans or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included herein are made only as of the date of this Form 10-Q and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. 12 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 - Financial Data Schedule, which is submitted electronically to the Securities and Exchange Commission for information only. (b) No Reports on Form 8-K were filed during the quarter ended June 28, 1998. 13 SIGNATURES ----------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BUILDING MATERIALS CORPORATION OF AMERICA DATE: August 7, 1998 BY: /s/William C. Lang -------------- ------------------ William C. Lang Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 14