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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997 COMMISSION FILE NUMBER 0-18927
TANDY BRANDS ACCESSORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
A DELAWARE CORPORATION
(State or other jurisdiction of incorporation
or organization) 75-2349915
690 E. LAMAR BLVD., SUITE 200 (I.R.S. Employer
ARLINGTON, TEXAS, 76011 Identification Number)
(Address of Principal Executive Offices)
(Registrant's Telephone Number, Including Area Code) (817) 548-0090
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
Common Stock, Par Value $1 Per Share
Indicate by check mark whether the registrant (l) 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant (based on the closing price of such stock as reported on
September 5, 1997, through the National Market System of the National
Association of Securities Dealers Automated Quotation System) was approximately
$55,722,000.
There were 5,538,052 shares of common stock, $1.00 par value per share,
outstanding at September 5, 1997.
DOCUMENTS INCORPORATED BY REFERENCE:
(a) Annual Report to Stockholders for Fiscal Year Ended June 30, 1997
(incorporated by reference in Parts II and IV).
(b) Definitive Proxy Statement for the Annual Meeting to be held October
16, 1997 (incorporated by reference in Part III).
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TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
FORM 10-K
PART I
ITEM 1. BUSINESS.
Tandy Brands Accessories, Inc. ("the Company") designs, purchases,
manufactures and markets fine leather goods, accessories and neckwear for men,
women and children. The Company was incorporated on November 1, 1990. However,
the predecessor companies to its leather product manufacturing division
("Accessories") have been manufacturers and marketers of men's and boys' leather
accessories for more than 50 years and of neckwear for more than 10 years. Men's
accessories are marketed and manufactured through not only the Accessories
division, but also through Canterbury and H.A. Sheldon. In addition to its men's
accessories operations, the Company designs and markets women's and children's
accessories through Accessory Design Group, Inc. ("ADG") and Prince Gardner
("PG").
The Company's merchandising strategy is to provide value to retailers and
to the ultimate consumer through a wide range of quality products. The Company's
largest selling products are belts and personal leather goods. Management
estimates these items represented approximately 86%, 87%, and 88% of the
Company's sales in fiscal 1997, 1996 and 1995, respectively. Neckwear, women's
handbags, men's jewelry, shaving kits, umbrellas and other fashion accessories
collectively accounted for the remaining sales. Accessories, Canterbury, HAS, PG
and ADG sell their products to a variety of retail outlets, including national
chain stores, discount stores, major department stores, specialty stores,
catalogue retailers and the retail exchange operations of the United States
military. PG sells primarily women's belts, handbags and small leather
accessories. ADG's largest selling category is belts, followed by scarves,
hosiery, hair goods, evening accessories and various other fashion accessories.
Accessories manufactures and markets its leather goods primarily under the
labels HICKOK(R), GREG NORMAN COLLECTION(R), PRINCE GARDNER(R), BUGLE BOY(R),
TEX TAN(R), DUCKS UNLIMITED(R), DON LOPER of BEVERLY HILLS(R), JOHN WEITZ(R),
JONES NEW YORK(R), HAGGAR(R) and various private store labels. Although
Accessories' leather product lines include similar types of merchandise,
Accessories tailors each line to appeal to the customer base of the specific
channel of distribution. The HICKOK(R), BUGLE BOY(R), and JOHN WEITZ(R) lines
are sold principally through national chain stores and mass merchandisers. The
TEX TAN(R), GREG NORMAN COLLECTION(R), PRINCE GARDNER(R), DUCKS UNLIMITED(R),
DON LOPER of BEVERLY HILLS(R), HAGGAR(R) and JONES NEW YORK(R) lines are sold
primarily through men's specialty stores and department stores. TEX TAN(R) and
DON LOPER of BEVERLY HILLS(R) goods are also sold to military retail operations.
Neckwear is sold under the labels BARRY WELLS(R), DUCKS UNLIMITED(R),
LUCARELLI(R), RHYNECLIFF(R), LE-BIL'S(R), HICKOK(R), JAMES B. FAIRCHILD(R),
ORLEANS(R), CARLOS TOMASSINI(TM) and various private store labels, and is sold
through the majority of Accessories' channels of distribution. ADG and PG
products are marketed under various labels including PRINCE GARDNER(R), PRINCESS
GARDNER(R), JONES NEW YORK(R), ACCESSORY DESIGN GROUP, and under various private
store labels. Canterbury manufactures and markets its products under the
CANTERBURY(R) label and various private store labels. HAS manufactures and
markets its products under the label JONES NEW YORK(R), GREG NORMAN
COLLECTION(R), HAGGAR(R), KODIAK(R), DICKIES(R) and various private store
labels.
The Company designs all of its leather products, women's accessories and
neckwear. Generally, new product styles are introduced each Spring and Fall.
Wallets and certain other accessories are less subject to seasonal tastes and
fashion trends.
In order to reduce its exposure to periods of economic decline, the Company
has diversified its channels of distribution and increased sales to other mass
merchandisers and national chain and discount stores. Wal-Mart is the Company's
largest customer, representing 36%, 35% and 40% of its total sales for the
fiscal years
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ended June 30, 1997, 1996 and 1995, respectively. The Company has no long-term
contracts with any of its customers and all accounts are subject to periodic
reviews. The Company had firm backlog orders for fiscal years 1997 and 1996
totaling $6,257,000 and $5,056,000, respectively. Shipment of backlog orders in
fiscal 1998 is subject to product availability prior to customer order
cancellation dates.
The Company's marketing strategy is to develop and maintain relationships
with its retail accounts by emphasizing service and product value. The Company's
accounts are developed through the efforts of senior management, regional
managers, account executives and a sales organization of salespeople and
independent sales representatives. Senior management, regional managers, and
account executives are all utilized for concentrated, specialized selling to
national chain stores, discount stores, major department stores and catalogue
retailers. Salespeople are involved in selling and servicing most account types
and are primarily responsible for selling to specialty stores.
The Company adjusts the respective percentages of domestically manufactured
and imported products and the sources of imported products, as appropriate, to
reduce labor and material costs, to diversify its product lines and to reduce
exposure to interruption of its product flow. ADG and PG import the majority of
their product lines from various foreign sources.
The Company's inventory constitutes approximately 49% of total assets and
has historically turned over about twice a year. This is consistent with other
companies in the small leather goods and accessories industries, with slight
variations from year to year. This rate of turnover is due to the long lead
times associated with the purchase of raw materials to manufacture belts and the
Company's commitment to satisfy customers' rapid delivery requirements. The
major raw materials for the Company's products are readily available from a
variety of foreign and domestic sources.
The Company's operating results are subject to seasonal variations as well
as the status of the economy. Its sales and operating results are fairly
consistent throughout the fiscal year, but there is generally a seasonal
increase during the second fiscal quarter. Due to receipt of cash from seasonal
sales peaks and payment terms granted certain customers of Accessories, cash
receipts increases usually occur in December and June. Current financial
resources (working capital and borrowing arrangements) and anticipated funds
from operations are expected to be adequate to meet capital requirements in the
year ahead.
The Company owns the trademarks HICKOK(R), CANTERBURY(R), PRINCE
GARDNER(R), PRINCESS GARDNER(R), LUCARELLI(R), RHYNECLIFF(R), DON LOPER of
BEVERLY HILLS(R), CARLOS TOMASSINI(R), ORLEANS(R), BARRY WELLS(R), and
LE-BIL'S(R). The PRINCE GARDNER(R), PRINCESS GARDNER(R) and CANTERBURY(R) trade
names, as well as various trade names used by HAS, were purchased by the Company
through the acquisition transactions. Additionally, the Company holds licenses
to use the JONES NEW YORK(R), GREG NORMAN COLLECTION(R), BUGLE BOY(R), DUCKS
UNLIMITED(R), HAGGAR(R), TEX TAN(R), JOHN WEITZ(R), and JAMES B. FAIRCHILD(R)
trademarks. Generally, the license agreements require that the Company pay
annual royalties, ranging from 2% to 10%, based on minimum sales quotas or
sales. The terms of the agreements are typically 4 to 10 years, with options to
extend the terms, provided certain sales or royalty minimums are achieved. For
fiscal 1997, no license agreement sales accounted for 5% or more of the
Company's net sales.
COMPETITION
The market for finished leather goods, neckwear and women's accessories is
fragmented and highly competitive. There are numerous competitors who serve the
same customers and markets as the Company.
EMPLOYEES
The Company had approximately 669 employees at June 30, 1997. In the
opinion of the Company's management, employee relations are good. The Company's
employees are not subject to a collective bargaining agreement.
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ITEM 2. PROPERTIES.
The Company owns and operates a facility in Yoakum, Texas, which is used
for leather product manufacturing, product distribution and offices. This
facility has the capacity to manufacture approximately 4.5 million belts in a
year. During fiscal 1997, the Company's utilization averaged about 72%. The
Company leases facilities in Scarborough, Canada, and the Dominican Republic
which are used for the manufacturing of leather goods. Additionally, the Company
leases warehouse space in Dallas, Texas, for ADG and office space in Arlington,
Texas, for the corporate headquarters, ADG and PG. The Company has a renewal
option for its office space in Arlington. In the opinion of management, the
various corporate, ADG, PG, and HAS spaces are adequate and suitable for the
particular use involved. The Yoakum, Texas manufacturing and distribution
centers are considered adequate.
The total space owned, leased and occupied by the Company as of June 30,
1997, was as follows:
APPROXIMATE SQUARE FEET
---------------------------
OWNED LEASED TOTAL
------- ------- -------
Warehouse and Office............................ 127,000 110,000 237,000
Factory......................................... 63,000 55,000 118,000
------- ------- -------
Total........................................... 190,000 165,000 355,000
======= ======= =======
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any material pending legal proceedings,
other than ordinary routine litigation incidental to the Company's business. No
material legal proceedings were terminated during the fourth quarter of the 1997
fiscal year.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
fourth quarter of the 1997 fiscal year.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) The principal market for the registrant's common stock is the NASDAQ
National Market System. The high and low bid information for the Company's
common stock for each full quarterly period within the two most recent fiscal
years appears on page 24 of the Company's 1997 Annual Report to Stockholders,
which information is incorporated herein by reference.
(b) The approximate number of record holders of common stock on September
5, 1997, was 1,212.
(c) The Company has not paid any cash dividends since its inception and
does not intend to pay cash dividends in the foreseeable future. The Company
presently intends to retain earnings for use in its business, although there are
currently no restrictions on the Company's present or future ability to pay
dividends.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item appears on page 24 of the 1997 Annual
Report to Stockholders, which information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item appears on pages 20 through 23 of the
1997 Annual Report to Stockholders, which information is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears on pages 6 through 24 of the
1997 Annual Report to Stockholders, which information is incorporated herein by
reference. Following is a cross reference for location of the requested
information:
PAGE NUMBER
IN
THE
TANDY BRANDS
ACCESSORIES, INC.
1997 ANNUAL
REPORT TO
STOCKHOLDERS
-----------------
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Statements of Income for the Years Ended June
30, 1997, 1996 and 1995................................... 6
Consolidated Balance Sheets at June 30, 1997 and 1996....... 7
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1997, 1996 and 1995.............................. 8
Consolidated Statements of Stockholders' Equity for the
Years Ended June 30, 1997, 1996 and 1995.................. 9
Notes to Consolidated Financial Statements.................. 10-18
Selected Unaudited Quarterly Financial Data................. 18
Report of Independent Auditors.............................. 19
Selected Financial Data..................................... 24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this item appears under the captions "Election
of Directors," "Executive Officers" and "Security Ownership of Certain
Beneficial Owners -- Compliance with Section 16(a) of the Securities Exchange
Act of 1934" included in the Company's definitive Proxy Statement relating to
the Company's 1997 Annual Meeting of Stockholders, which information is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item appears under the caption "Executive
Compensation" included in the Company's definitive Proxy Statement relating to
the Company's 1997 Annual Meeting of Stockholders, which information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item appears under the caption "Security
Ownership of Certain Beneficial Owners" included in the Company's definitive
Proxy Statement relating to the Company's 1997 Annual Meeting of Stockholders,
which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Report:
(1) The financial statements listed in response to Item 8 of this
Report have been incorporated herein by reference to pages 6
through 24 of the Company's 1997 Annual Report to Stockholders.
(2) Financial Statement Schedule:
Report of Independent Auditors on Financial Statement Schedule
For the three years in the period ended June 30, 1997, Schedule
II -- Valuation and Qualifying Accounts
The financial statement schedule should be read in conjunction
with the consolidated financial statements in the Company's 1997
Annual Report to Stockholders. Financial statement schedules not
included in this Report have been omitted because they are not
applicable or the required information is shown in the
consolidated financial statements or notes thereto.
(3) Exhibits:
A list of the exhibits required to be filed as part of this Report
is set forth in the Index to Exhibits, which immediately precedes
such exhibits and is incorporated herein by reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of fiscal
1997.
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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.
TANDY BRANDS ACCESSORIES, INC.
(Registrant)
/s/ J.S.B. JENKINS
------------------------------------
J.S.B. Jenkins
President and Chief Executive
Date: September 24, 1997 Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
NAME POSITION DATE
---- -------- ----
/s/ CLAYTON E. NILES Director and Chairman September 24, 1997
- ----------------------------------------------------- of the Board
Clayton E. Niles
/s/ J.S.B. JENKINS Director September 24, 1997
- -----------------------------------------------------
J.S.B. Jenkins
/s/ DR. JAMES GAERTNER Director September 24, 1997
- -----------------------------------------------------
Dr. James Gaertner
/s/ C. A. RUNDELL, JR. Director September 24, 1997
- -----------------------------------------------------
C. A. Rundell, Jr.
/s/ ROBERT E. RUNICE Director September 24, 1997
- -----------------------------------------------------
Robert E. Runice
/s/ GENE STALLINGS Director September 24, 1997
- -----------------------------------------------------
Gene Stallings
/s/ MAXINE CLARK Director September 24, 1997
- -----------------------------------------------------
Maxine Clark
/s/ STANLEY T. NINEMIRE Senior Vice President and September 24, 1997
- ----------------------------------------------------- Chief Financial Officer
Stanley T. Ninemire
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REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
Tandy Brands Accessories, Inc.
We have audited the consolidated financial statements of Tandy Brands
Accessories, Inc. and subsidiaries as of June 30, 1997 and 1996, and for each of
the three years in the period ended June 30, 1997, and have issued our report
thereon dated August 7, 1997, incorporated by reference in this Annual Report on
Form 10-K. Our audits also included the financial statement schedule listed in
Item 14(a) of this Annual Report on Form 10-K. The schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Fort Worth, Texas
August 7, 1997
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TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30,
ADDITIONS
BALANCE AT ----------------------------------- BALANCE AT
BEGINNING CHARGED TO COSTS CHARGED TO OTHER END OF
DESCRIPTION OF PERIOD AND EXPENSES ACCOUNTS DEDUCTIONS(1) PERIOD
----------- ---------- ---------------- ---------------- ------------- ----------
1997
Allowance for
Doubtful Accounts
and Returns............... $606,000 $ 787,000 $-0- $ 317,000 $1,076,000
1996
Allowance for
Doubtful Accounts
and Returns............... $520,000 $ 343,000 $-0- $ 257,000 $ 606,000
1995
Allowance for
Doubtful Accounts
and Returns............... $379,000 $1,372,000 $-0- $1,231,000 $ 520,000
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(1) Represents uncollectable accounts written off, net of recoveries.
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TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
INCORPORATED BY REFERENCE
(IF APPLICABLE)
---------------------------------------
EXHIBIT NUMBER AND DESCRIPTION FORM DATE FILE NO. EXHIBIT
------------------------------ ---- ---- -------- -------
(3) Articles of Incorporation and by-laws
3.1 Certificate of Incorporation of Tandy
Brands Accessories, Inc.................... S-1 11/02/90 33-37588 3.1
3.2 By-laws of Tandy Brands Accessories,
Inc........................................ S-1 11/02/90 33-37588 3.2
(4) Instruments defining the rights of security
holders, including indentures
4.1 Certificate of Designations, Powers,
Preferences, and Rights of Series A Junior
Participating Cumulative Preferred Stock of
Tandy Brands Accessories, Inc.............. S-1 11/02/90 33-37588 4.1
4.2 Form of Common Stock Certificates of Tandy
Brands Accessories, Inc.................... S-1 11/02/90 33-37588 4.2
4.3 Form of Preferred Share Purchase Rights
Certificate of Tandy Brands Accessories,
Inc........................................ S-1 11/02/90 33-37588 4.3
4.4 Rights Agreement dated November 7, 1990,
between Tandy Brands Accessories, Inc. and
First National Bank of Boston.............. S-1 11/02/90 33-37588 4.4
(10) Material Contracts
10.1 Form of Distribution Agreement dated
December 31, 1990, between The Bombay
Company, Inc. and Tandy Brands
Accessories, Inc.......................... S-1 11/02/90 33-37588 10.1
10.2 Form of Service Agreement dated December
31, 1990, between The Bombay Company, Inc.
and Tandy Brands Accessories, Inc......... S-1 11/02/90 33-37588 10.2
10.3 Form of Tax Sharing Agreement dated
December 31, 1990, between The Bombay
Company, Inc. and Tandy Brands
Accessories, Inc.......................... S-1 11/02/90 33-37588 10.3
10.4 Form of Purchase Agreement dated December
31, 1990, between The Bombay Company, Inc.
and Mr. J.S.B. Jenkins.................... S-1 11/02/90 33-37588 10.4
10.6 Tandy Brands Accessories, Inc. Stock
Purchase Program.......................... S-1 11/02/90 33-37588 10.6
10.7 Tandy Brands Accessories, Inc. Employees
Investment Plan........................... S-1 11/02/90 33-37588 10.7
*10.8 Tandy Brands Accessories, Inc. 1991 Stock
Option Plan............................... S-1 11/02/90 33-37588 10.8
11
INCORPORATED BY REFERENCE
(IF APPLICABLE)
---------------------------------------
EXHIBIT NUMBER AND DESCRIPTION FORM DATE FILE NO. EXHIBIT
------------------------------ ---- ---- -------- -------
*10.9 Form of Stock Option Agreement -- 1991
Stock Option Plan........................ S-1 11/02/90 33-37588 10.9
*10.10 Tandy Brands Accessories, Inc. Stock
Bonus Plan............................... S-1 11/02/90 33-37588 10.10
10.11 Tandy Brands Accessories, Inc. Family
Security Plan ........................... S-1 11/02/90 33-37588 10.11
10.12 Form of Agreement under Family Security
Plan..................................... S-1 11/02/90 33-37588 10.12
*10.13 Tandy Brands Accessories, Inc. Key
Executive Disability Plan................ S-1 11/02/90 33-37588 10.13
*10.14 Tandy Brands Accessories, Inc. Benefit
Restoration Plan and related Trust
Agreement and Amendments No. 1 and 2
thereto.................................. N/A N/A N/A N/A
10.15 Form of Indemnification Agreement between
Tandy Brands Accessories, Inc. and Each
of its directors and Officers............ S-1 11/02/90 33-37588 10.15
10.16 Office Lease Agreement dated March 6,
1991, between John Hancock Mutual Life
Insurance Co. and Tandy Brands
Accessories, Inc. relating to the
corporate offices........................ S-1 11/02/90 33-37588 10.16
10.17 Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option Plan
for Non-Employee Directors............... S-8 02/10/94 33-75114 28.1
*10.18 Tandy Brands Accessories, Inc. 1993
Employee Stock Option Plan and form of
Stock Option Agreement thereunder........ S-8 02/10/94 33-75114 28.2
10.19 Tandy Brands Accessories, Inc.
NonQualified Stock Option Plan for
Non-Employee Directors................... S-8 02/10/94 33-75114 28.3
10.20 Tandy Brands Accessories, Inc. 1995 Stock
Deferral Plan for Non-Employee
Directors................................ S-8 06/03/96 333-8579 99.1
10.21 Credit Agreement between Tandy Brands
Accessories, Inc. and Texas Commerce
Bank, N.A. dated as of June 30, 1994 and
Amendments No. 1, 2 and 3 thereto........ N/A N/A N/A N/A
10.22 Credit Agreements between Tandy Brands
Accessories, Inc. and NationsBank of
Texas, N.A. dated as of May 16, 1997..... N/A N/A N/A N/A
(11) Statement re computation of per share earnings
11.1 Earnings per share statement.............. N/A N/A N/A N/A
(13) Annual Report to security holders, Form 10-Q or
quarterly report to security holders
13.1 Annual Report to Stockholders of Tandy
Brands Accessories, Inc................... N/A N/A N/A N/A
12
INCORPORATED BY REFERENCE
(IF APPLICABLE)
---------------------------------------
EXHIBIT NUMBER AND DESCRIPTION FORM DATE FILE NO. EXHIBIT
------------------------------ ---- ---- -------- -------
(21) Subsidiaries of the registrant
21.1 List of subsidiaries...................... N/A N/A N/A N/A
(23) Consents of experts and counsel
23.1 Consent of Ernst & Young LLP.............. N/A N/A N/A N/A
(27) Financial Data Schedule
27.1 Financial Data Schedule................... N/A N/A N/A N/A
- ---------------
* Management compensatory plan.