1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 1998 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 0-19453 HOLOPAK TECHNOLOGIES, INC. ------------------------------------------------------------------------ Exact name of registrant as specified in its charter Delaware 51-0323272 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9 COTTERS LANE, EAST BRUNSWICK, NEW JERSEY 08816 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (732) 238-2883 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT 11/10/98 ----- ----------------------- Common Stock, $ .01 Par Value 2,796,403 Class A Common Stock, $ .01 Par Value 753,086 2 HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES Index Page Number ----------- PART I: FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1998 (Unaudited) and March 31, 1998 1 Consolidated Statements of Operations (Unaudited) for the Three and Six Months ended September 30, 1998 and 1997 2 Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended September 30, 1998 and 1997 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II: OTHER INFORMATION 11 Item 4. Submission of matters to vote of Security Holders 11 SIGNATURES 12 EXHIBITS 13 3 HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, MARCH 31, 1998 1998 (UNAUDITED) (AUDITED) ============ ============== ASSETS CURRENT ASSETS: Cash and Cash Equivalents ..................................................................... $ 2,564,903 $ 1,939,764 Accounts Receivable, less allowance for doubtful accounts of $205,286 as of September 30, 1998 and $217,604 as of March 31, 1998 ............................................................................. 5,705,185 5,740,100 Inventories (Note 2) .......................................................................... 6,604,710 7,413,759 Prepaid Expenses .............................................................................. 473,781 477,020 Prepaid Income Taxes .......................................................................... 233,171 104,876 Deferred Income Taxes ......................................................................... 125,000 129,834 Other Current Assets .......................................................................... 60,340 40,120 ------------ ------------ TOTAL CURRENT ASSETS .............................................................................. 15,767,090 15,845,473 Property and Equipment, less accumulated depreciation of $15,133,163 as of September 30, 1998 and $14,382,827 as of March 31, 1998 .............................................................. 7,894,669 8,169,074 Excess of Cost over Fair Value of Net Assets Acquired, less accumulated amortization of $1,861,887as of September 30, 1998 and $1,761,669 as of March 31, 1998 ..................... 6,498,928 6,599,146 Other Assets ...................................................................................... 145,607 147,102 ------------ ------------ TOTAL ASSETS ..................................................................................... $ 30,306,294 $ 30,760,795 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current Maturities of Long-Term Debt (Note 3) .................................................. $ 633,750 $ 1,080,000 Accounts Payable and Accrued Liabilities ....................................................... 3,144,051 3,079,475 ------------ ------------ TOTAL CURRENT LIABILITIES ......................................................................... 3,777,801 4,159,475 Long-Term Debt (Note 3) .......................................................................... 676,250 -- Deferred Income Taxes ............................................................................. 938,816 1,027,353 ------------ ------------ TOTAL LIABILITIES ................................................................................. 5,392,867 5,186,828 ------------ ------------ STOCKHOLDERS' EQUITY Preferred Stock: $.01 par value: 10,000,000 shares authorized; none issued .................... -- -- Common Stock; $.01 par value; 10,000,000 shares authorized; 2,796,403 shares issued .......... 27,964 27,964 Class A Common Stock; nonvoting; $.01 par value: 2,000,000 shares authorized; 753,086 shares convertible to Common Stock at any time at the stockholder's option ......... 7,531 7,531 Class B Common Stock, $.01 par value; 700,000 shares authorized; none issued .................. -- -- Additional Paid-in Capital .................................................................... 22,228,094 22,228,094 Retained Earnings ............................................................................. 5,182,146 5,302,398 Cumulative Translation Adjustment ............................................................. (1,260,823) (720,535) ------------ ------------ 26,184,912 26,845,452 Less: Common Stock (201,800 shares) Held In Treasury, at cost ................................ (1,271,485) (1,271,485) ------------ ------------ Total Stockholders' Equity ........................................................................ 24,913,427 25,573,967 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................................................ $ 30,306,294 $ 30,760,795 ============ ============ See unaudited notes to consolidated financial statements. 1 4 HOLOPAK TECHNOLOGIES, INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1998 1997 1998 1997 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ------------ ------------ ------------ ------------ Net Revenues ........................................ $ 8,547,219 $ 9,864,495 $ 17,307,525 $ 19,505,836 Cost of Sales ....................................... 6,843,008 7,698,131 13,887,723 15,333,721 ------------ ------------ ------------ ------------ Gross Profit ........................................ 1,704,211 2,166,364 3,419,802 4,172,115 Selling, General & Administrative Expenses .......... 1,692,708 2,013,337 3,589,878 3,987,659 ------------ ------------ ------------ ------------ Operating (Loss) Income ............................. 11,503 153,027 (170,076) 184,456 Interest Income ..................................... 30,836 32,056 62,474 60,136 Interest Expense .................................... 26,734 38,389 54,018 84,164 ------------ ------------ ------------ ------------ (Loss) Income Before Income Taxes ................... 15,605 146,694 (161,620) 160,428 (Benefit) Provision for Income Taxes ................ 13,855 63,699 (41,368) 70,143 ------------ ------------ ------------ ------------ Net (Loss) Income ................................... $ 1,750 $ 82,995 $ (120,252) $ 90,285 ============ ============ ============ ============ Basic and diluted (loss) earnings per share (Note 6): Net (Loss) Income ................................ $ 0.00 $ 0.02 $ (0.04) $ 0.03 ============ ============ ============ ============ Weighted-average number of common shares and common share equivalents outstanding ......... 3,347,689 3,347,689 3,347,689 3,347,689 See unaudited notes to consolidated financial statements. 2 5 HOLOPAK TECHNOLOGIES, INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED SEPTEMBER 30, 1998 1997 (UNAUDITED) (UNAUDITED) ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES NET (LOSS) INCOME ....................................................................... $ (120,252) $ 90,285 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation ....................................................................... 1,150,868 1,301,660 Amortization ....................................................................... 100,218 100,191 Gain on sale of fixed assets ....................................................... (1,000) (5,200) Decreases (Increases) In: Accounts receivable .............................................................. (103,226) (453,067) Inventories ...................................................................... 657,660 364,432 Prepaid expenses ................................................................. (5,441) 37,281 Prepaid Income taxes ............................................................. (129,247) 17,143 Other current assets ............................................................. (20,220) (70,079) Other assets ..................................................................... (66,532) 31,631 (Decreases) Increases In: Accounts payable and accrued liabilities ......................................... 117,225 120,646 Deferred income taxes ............................................................ (62,665) 25,191 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES ....................................... 1,517,388 1,560,114 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of fixed assets .................................................. 1,000 5,200 Capital expenditures ................................................................ (1,076,616) (354,150) ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES ........................................... (1,075,616) (348,950) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long-term borrowings ................................................... (270,000) (876,250) Net increase in long-term borrowings ................................................ 500,000 -- ----------- ----------- NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES ........................... 230,000 (876,250) ----------- ----------- Effect of exchange rate changes on cash and cash equivalents ............................ (46,633) 10 ----------- ----------- Net increase in cash and cash equivalents ............................................... 625,139 334,924 Cash and Cash Equivalents, Beginning of Period ......................................... 1,939,764 3,004,356 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD ................................................ $ 2,564,903 $ 3,339,280 =========== =========== See unaudited notes to consolidated financial statements. 3 6 HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Six Months Ended September 30, 1998 and 1997 (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The accompanying unaudited consolidated financial statements have been prepared by HoloPak Technologies, Inc. ("HoloPak" or the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ending March 31, 1999. The Company's financial statements do not include certain information and footnotes required by generally accepted accounting principles and accordingly, should be read in conjunction with the financial statements and the notes thereto included in HoloPak's Annual Report on Form 10-K for the year ended March 31, 1998. 2. INVENTORIES The components of inventories were as follows: SEPTEMBER 30, 1998 MARCH 31, 1998 ------------------ -------------- Finished Goods $3,649,533 $3,859,107 Work in Process 662,368 839,991 Raw Materials 2,292,809 2,714,661 ---------- ---------- TOTAL $6,604,710 $7,413,759 ========== ========== 3. NOTE PAYABLE & LONG-TERM DEBT Effective October 1, 1998, the Company renegotiated the terms of its credit facility and has available through September 1999 a secured revolving line of credit in the amount of $3.0 million to be used for general corporate purposes. The Company has $3.0 million available under this general facility at October 1, 1998. As of October 1, 1998, the Company converted $500,000 from its previous line of credit to a four year term loan. This loan requires equal quarterly payments of $31,250 beginning January 1, 1999 and maturing on October 1, 2002. In addition, the Company has a five year term loan. This loan requires equal quarterly payments of $135,000, which began on June 17, 1995, with a final maturity of March 17, 2000. Outstanding borrowings on this capital expenditure loan at September 30, 1998 and March 31, 1998 were $810,000 and $1,080,000, respectively. The line of credit facility bears interest at the one month London Interbank Offered Rate ("LIBOR") plus 225 basis points. The 1995 and 1998 term loans bear interest at the three month LIBOR plus 150 basis points and 250 basis points respectively. The interest rate in effect for the line of credit facility was 7.9% at September 30, 1998 and March 31, 1998. The interest rate in effect for the 1995 term loan was 6.9% at September 30, 1998 and March 31, 1998. 4 7 3. NOTE PAYABLE & LONG-TERM DEBT (CONT'D) Annual maturities of long-term debt are as follows: FOR THE PERIOD ENDED SEPTEMBER 30, PAYMENTS -------------------------- ----------- 1999 $ 633,750 2000 395,000 2001 125,000 2002 125,000 2003 31,250 ---------- $1,310,000 ========== 4. ADOPTION OF SFAS NO. 130 In 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." Comprehensive income is defined as the total change in shareholders' equity during the period other than from transactions with shareholders. For the Company, comprehensive income is comprised of net income and the net change in the accumulated foreign currency translation adjustment account. Total comprehensive (loss) income for the six months ended September 30, 1998 and 1997 was $(660,540) and $105,057 respectively. 5. ADOPTION OF SFAS NO. 131 In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, which will be effective for the Company beginning with its 1999 fiscal year end. SFAS No. 131 redefines how operating segments are determined and requires expanded quantitative and qualitative disclosures relating to a company's operating segments. The Company is currently assembling the data and evaluating the impact of SFAS No. 131 on its current disclosures. 6. EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share". This standard revises certain methodology for computing earnings per common share and requires the reporting of two earnings per share figures: basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. Diluted earnings per share is computed by dividing net income by the sum of the weighted-average number of shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options. All earnings per share figures presented herein have been computed in accordance with the provisions of SFAS No. 128. For the Company, both basic and diluted earnings per share equal previously reported primary earnings per share. There was no dilutive effect for the six months ended September 30, 1998 and September 30, 1997. 5 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Months Ended September 30, 1998 Compared to the Three Months Ended September 30, 1997 Net Revenues: Net revenues for the three months ended September 30, 1998 were $8.5 million, compared to $9.9 million for the comparable period of September 30, 1997, a decrease of 14.1%. The decrease is primarily attributable to decreased sales in the Company's holographic security products. The other factor affecting sales is the reduced average selling prices as a result of competitive pricing pressures and decreases in the cost of raw materials passed onto customers. Revenues from sales of holographic products decreased from $2.6 million to $1.5 million primarily as a result of reduced security product sales to overseas markets attributed to Asian and Indonesian economic conditions. Revenues from sales of hot stamping foils decreased from $4.8 million to $4.4 million primarily due to the decrease in the average selling price per unit as discussed above. Revenues for metallized paper increased slightly from $2.15 million in the prior year quarter as compared to $2.25 million in the quarter ending September 30, 1998. COST OF SALES AND GROSS PROFITS: Cost of sales decreased by $.9 million to $6.8 million from $7.7 million in the prior year period. The decrease from the comparable quarter of the prior year was primarily attributable to lower holography sales as previously discussed and the decline in the price of polyester film, the primary raw material in the manufacturing of both hot stamping and holographic foil. Gross profit decreased by $.5 million, from $2.2 million in 1997 to $1.7 million in the 1998 period as a result of the decrease in revenues partially offset by the decrease in Cost of Sales. Fixed costs at the Company's Transfer Print Foils, Inc., subsidiary were absorbed by lower sales thus decreasing the gross profit as a percentage of sales to 19.9% from 22.0% in the prior year period. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and administrative expenses decreased to $1.7 million from $2.0 million for the comparable period of 1997. The primary reductions occurred in commissions, advertising and insurance expense, partially offset by increased consulting fees and computer related charges. 6 9 OPERATING INCOME: Operating income for the quarter ended September 30, 1998, was $12,000 compared to operating income of $153,000 for the same period last year. The decline was attributable to the decline in sales and gross profits. INTEREST INCOME (EXPENSE): Net interest income for the quarter was $4,100 compared to an expense of $6,300 for the prior year period. Lower debt was responsible for the decline, partially offset by decreased cash balances. INCOME TAXES: Income taxes were $13,900 for the quarter ended September 30, 1998, compared to income taxes of $63,700 for the prior year period. NET INCOME AND EARNINGS PER SHARE: Net income was $1,800 for the quarter ended September 30, 1998 compared to net income of $83,000 for the prior year period. Earnings per share were $0.00 for the quarter ended September 30, 1998 compared to $0.02 for the prior year quarter. Lower operating profits were responsible for the decline. 7 10 SIX MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 1997 NET REVENUES: Net revenues for the six months ended September 30, 1998 were $17.3 million, compared to $19.5 million for the comparable period of September 30, 1997, a decrease of 11.3%. The decrease is primarily attributable to decreased sales in the company's holographic security products. Another major factor affecting sales is the reduced average selling price as a result of competitive pricing pressures and decreases in the cost of raw materials passed onto customers. Revenues from sales of holographic products decreased from $4.9 million to $3.6 million primarily as a result of reduced security product sales to overseas markets attributable to Asian and Indonesian economic conditions. Revenues from hot stamping foils decreased from $10.0 million to $8.7 million primarily due to the decrease in the average selling price per unit as discussed previously. Revenues for metallized paper increased slightly from $4.47 million in the period ending 1997 to $4.53 million in the comparable period ending September 30, 1998. COST OF SALES AND GROSS PROFIT: Cost of sales decreased by $1.4 million to $13.9 million from $15.3 million in the prior year period. The decrease from the prior year six month period was primarily attributable to lower holography sales as previously discussed and the decline in the price of polyester film, the primary raw material in the manufacturing of both hot stamping and holographic foil. Gross profit decreased by $.8 million, from $4.2 million in 1997 to $3.4 million in the 1998 period as a result of the decrease in revenues partially offset by the decrease in cost of sales. Fixed costs at the Company's Transfer Print Foils, Inc. subsidiary were absorbed by lower sales thus decreasing the gross profit as a percentage of sales to 19.8% from 21.4% in the prior year period. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and administrative expenses were $3.6 million compared to $4.0 million for the prior year period. The primary reductions occurred in commissions, advertising and insurance expense, partially offset by increases in consulting fees and computer related charges. OPERATING (LOSS) INCOME: Operating loss for the six month period ended September 30, 1998, was $170,000 compared to operating income of $184,000 for the same period last year. The decline was attributable to the decline in sales and gross profits. 8 11 INTEREST INCOME (EXPENSE): Net interest income for the six month period was $8,500 compared to an expense of $24,000 for the prior year period. Lower debt was responsible for the decline, offset slightly by decreased cash balances. INCOME TAXES: Income taxes were a benefit of $41,400 for the six months ended September 30, 1998, compared to an income tax provision of $70,100 for the prior year period. NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE: Net loss was $120,300 for the six months ended September 30, 1998 compared to net income of $90,300 for the prior year period. The 1998 loss per share was $0.04 compared to September 30, 1997 earnings of $0.03. Lower operating profits were responsible for the decline. FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES: As of September 30, 1998, the Company had cash of $2.6 million and working capital of $12.0 million, compared to cash of $1.9 million and working capital of $11.7 million at March 31, 1998. The increase in cash is primarily attributable to cash generated from operations. The increase in working capital is the result of the reclassification of short-term borrowings to long-term debt due to the renegotiation of the Company's credit line facility. Depreciation and amortization for the six month period was $1.2 million while capital investment was $1.1 million. The Company has available a general purpose credit line of $3,000,000 with a remaining availability of $3,000,000 at November 10, 1998. STOCKHOLDERS' EQUITY: Stockholder's equity decreased by $.7 million primarily due to a decrease in the cumulative translation adjustment associated with our Canadian subsidiary and the net loss for the period. YEAR 2000 GENERAL The "YEAR 2000 ISSUE" refers to computer hardware and software and their ability to recognize and process dates beyond the year 1999. This includes, but is not limited to, IS (Information systems) hardware and software, telephone systems and plant infrastructure. In addition, this issue involves the capability of the Company's customers and suppliers to provide an uninterrupted supply of orders, goods and services. To ensure a smooth transition to the year 2000, the Company has implemented a plan to correct and replace, where necessary, any 9 12 hardware or software which is not year 2000 compliant. The Company is also surveying our suppliers and customers to identify those who will be ready and those who may not be ready. STATUS The Company has identified certain Year 2000 IS issues and is in the process of replacing or modifying non-compliant hardware and software. The Company's plants have begun to evaluate their equipment and infrastructure and it is expected that recommendations for corrective measures, if necessary will be formulated by the end of 1998. Purchasing has proceeded to survey all critical suppliers and a cooperative program with our customers has begun to lessen their concern and ensure a continued relationship. The Company's goal is to be compliant by July 1, 1999. RISKS Any oversight to correct a material internal YEAR 2000 problem could result in the interruption or failure of certain normal business activities. These interruptions or failures could adversely affect the Company's financial condition. In addition, if any third parties, who provide goods or services that are critical to the Company's business activities, fail to appropriately address their YEAR 2000 issues, there could be a material adverse effect on the Company's financial condition and results of operations. Because of the magnitude and uncertainty of the problem, the Company cannot determine at this time whether the consequences of any oversights will have a material impact on the Company. HoloPak Technologies believes that the planned modifications of its internal systems and equipment will allow it to be year 2000 compliant in a timely manner. CONTINGENCY PLAN The Company will develop appropriate contingency plans to address internal and external issues specific to YEAR 2000 compliance. These plans will include performing certain processes manually, changing suppliers and increasing inventory levels. The Company expects to complete its contingency plan by September 30, 1999. COSTS The Company does not expect the costs associated with its YEAR 2000 efforts to be substantial. The Company estimates that the total amount will not exceed $400,000, such amount includes expenditures under capital leases for certain hardware and software costs. The Company's aggregate cost estimate does not include time and costs that may be incurred by the Company as a result of the failure of any third parties, including suppliers, to become YEAR 2000 ready or costs to implement any contingency plan. 10 13 PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Change in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to Vote of Security Holders (a) The Annual Meeting of Stockholders of the Company was held in New Jersey on September 25, 1998. Proxies for the annual meeting were solicited pursuant to Regulation 14A under Securities Exchange Act of 1934, as amended (b) At the Annual Meeting, stockholders elected the following directors to one-year terms: NUMBER OF VOTES FOR AGAINST ABSTAIN --- ------- ------- Robert J. Simon 2,048,841 --- 352,765 James L. Rooney 2,323,741 --- 77,865 Michael S. Mathews 2,048,841 --- 352,765 Brian Kelly 2,190,841 --- 210,765 Harvey S. Share 2,317,841 --- 83,765 (c) The stockholders also ratified the appointment of Deloitte & Touche, LLP as independent auditors for the Company for the fiscal year ending March 31, 1999. NUMBER OF VOTES FOR AGAINST ABSTAIN --- ------- ------- 2,393,657 7,849 100 Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 10.38 Fifth Amendment to Loan Agreement between the Company & First Union National Bank, relating to a $3.0 million line of credit and a conversion of $500,000 into a term loan Exhibit 11 Computation of (Loss) Earnings Per Share (b) Report on Form 8-K None 11 14 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this to be signed on its behalf by the undersigned thereunto duly authorized. HOLOPAK TECHNOLOGIES, INC. /s/ JAMES L. ROONEY Dated: November 12, 1998 --------------- ------------------ James L. Rooney President and Chief Executive Officer /s/ ARTHUR KARMEL Dated: November 12 , 1998 ------------- ------------------ Arthur Karmel Chief Financial Officer 12