UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File No. 1-5137
FIELDCREST CANNON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-0586036
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Lake Drive
Kannapolis, NC 28081
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number (704) 939-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock, $1 Par Value New York Stock Exchange
$3.00 Series A Convertible
Preferred Stock, $.01 Par Value The Nasdaq SmallCap Market
6% Convertible Subordinated
Debentures Due 2012 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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 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 the 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. (x)
The aggregate market value of voting stock held by non-affiliates of
the registrant was $163,006,852 as of March 1, 1996.
NUMBER OF SHARES OUTSTANDING AT MARCH 1, 1996
Common Stock 8,954,426
DOCUMENTS INCORPORATED BY REFERENCE
Part II incorporates information by reference from the annual report
to shareowners for the year ended December 31, 1995. Part III
incorporates information by reference from the proxy statement for the
annual meeting of shareowners to be held on April 29, 1996.
Total pages 121
Page 1
Exhibit Index page 13
PART I
Item 1. Business
General
The registrant was incorporated under the laws of Delaware in 1953. The
registrant operates a single segment business in the textile industry and is
principally involved in the manufacture and sale of home furnishing products.
The registrant and its consolidated subsidiaries design, manufacture and market
a broad range of household textile products consisting of towels, sheets,
blankets, comforters and bath rugs. The registrant is vertically integrated in
that it buys the basic raw materials consisting principally of cotton and
synthetic fibers and manufactures a finished consumer product. These products
are marketed primarily by the Company's own sales and marketing staff and
distributed nationally to customers for ultimate retail sale. Customers consist
principally of department stores, chain stores, mass merchants, specialty home
furnishing stores, catalog warehouse clubs and other retail outlets, and
institutional, government and contract accounts.
In 1995 nearly all of the registrant's total sales were comprised of home
furnishings products. Approximately 93% of the Company's 1995 net sales were
from sales of products carrying the registrant's principal brand names of
"Fieldcrest," "Royal Velvet," "Charisma," "St. Marys," "Cannon," "Monticello,"
"Royal Family," "Caldwell" and "Sure Fit"; the remaining 7% were from sales of
private label products.
During 1995 the Company reorganized its New York operations and relocated sales,
marketing and design personnel to Kannapolis, N.C. In December 1995, the Company
announced the closing of two sheeting yarn plants and contracted to purchase
yarn from outside vendors for a portion of its sheeting yarn requirements. In
March 1996, the Company announced it would close a towel weaving plant and a
towel yarn plant as part of the Company's ongoing consolidation effort to
utilize assets more effectively. The combined annual cost reductions from the
reorganization of the New York operations and a related early retirement program
total $8 million. The closing of the four plants including outsourcing of
sheeting yarn and consolidation of towel operations are expected to provide
annual cost savings of $16 to $18 million.
On November 24, 1993 a newly formed and wholly owned subsidiary of the Company
completed a tender offer for all of the outstanding shares of Amoskeag Company
("Amoskeag") for a cash price of $40 per share, or an aggregate of approximately
$141.9 million including certain costs. The acquisition has been accounted for
as a purchase by the Company for the net assets of Amoskeag held for sale at
their net realizable values and as the purchase of treasury stock. Amoskeag
owned 3,606,400 shares of the Company's common stock which was assigned a cost
of $117.2 million after an allocation of $24.7 million to the net assets of
Amoskeag. The operating assets of Amoskeag consisted primarily of the Bangor and
Aroostook Railroad ("BAR") and certain real estate properties. During 1994 the
BAR's operating income of $3 million was excluded from the Company's
Page 2
consolidated income statement and $1.6 million of interest costs of the Company
were allocated to the assets held for sale. On March 17, 1995 the Company sold
the BAR for approximately $20 million of cash and $8 million of note
receivables.
Raw Materials
The registrant's basic raw materials are cotton and synthetic fibers. These
materials are generally available from a wide variety of sources, and no
significant shortage of such materials is currently anticipated. Domestic cotton
merchants are the registrant's primary source of cotton, and domestic fiber
producers are the registrant's primary source of synthetic fibers. The
registrant uses significant quantities of cotton which is subject to ongoing
price fluctuations. The registrant in the ordinary course of business may
arrange for purchase commitments with vendors for future cotton requirements.
Patents and Licenses
The registrant holds various patents resulting from company-sponsored research
and development, and others are obtained that are deemed advantageous to company
operations. The Company has license agreements with Waverly, Adrienne Vittadini,
Ellen Tracy and others. The registrant is only partially dependent upon such
patents and licenses in certain product lines, and the loss of any exclusiveness
in these areas would not materially adversely affect overall profitability.
Seasonality in the Company's Business
Primarily because the Company's retail customers have higher sales in the second
half of the calendar year, the Company also experiences greater sales volume in
the last three quarters of the calendar year. It is likely that the Company's
operating performance in the first quarter of a given calendar year will be less
favorable than operating performance in the last three quarters.
Working Capital Items
The registrant carries normal inventory levels to meet delivery requirements of
customers, and customer returns of merchandise shipped are not material. Payment
terms on customer invoices are generally 30 to 60 days.
Customers
The registrant's customers consist principally of department stores, chain
stores, specialty stores, mass merchants, warehouse clubs, other retail outlets
and institutional, government and contract accounts. For the year ended December
31, 1995, the Company's five largest customers accounted for approximately 39%
of net sales. Sales to one customer (Wal-Mart Stores and its affiliates)
represented 16.6% of total sales of the Company. Although
Page 3
management of the Company believes that the Company's relationship with Wal-Mart
is excellent and the loss of this customer is unlikely, the loss of Wal-Mart as
a customer would have a material adverse effect on the Company's business. No
other single customer accounted for more than 10% of net sales in 1995.
Order Backlog
The registrant had normal unfilled order backlogs as of December 31, 1995 and
1994 amounting to approximately $76 million and $94 million, respectively. The
majority of these unfilled orders are shipped during the first quarter of the
subsequent fiscal year.
The decrease in unfilled orders in 1995 compared to 1994 is believed to be
primarily due to the timing of new orders. Unfilled orders have become less of
an indicator of future sales as customers have trended toward placing orders as
stock is required. Many orders are placed using electronic data interchange, and
the Company has filled such orders on a quick response basis.
Government Contracts
No material portion of the business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the Government.
Competition
The home furnishing textile industry continues to be highly competitive. Among
the registrant's competitors are a number of domestic and foreign companies with
significant financial resources, experience, manufacturing capabilities and
brand name identity.
The registrant competes with numerous other domestic manufacturers in each of
its principal markets. The domestic towel, sheet, blanket, comforter and bath
rug markets are each comprised of three to five principal manufacturers
(including the registrant) and several smaller domestic manufacturers.
The registrant's principal methods of competition are price, design, service and
product quality. The Company believes that large, low-cost producers with
established brand names, efficient distribution networks and good customer
service will profit in this competitive environment. The Company's ability to
operate profitably in this environment will depend substantially on continued
market acceptance of the Company's products and the Company's efforts to control
costs and produce new and innovative products in response to competitive
pressures and changes in consumer demand.
Environmental Controls
The registrant does not anticipate that compliance with federal, state and local
provisions that have been enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the protection of the
environment, will have
Page 4
a material effect upon the capital expenditures, earnings and competitive
position of the registrant and its subsidiaries.
Employees
Total employment of the Company and its subsidiaries was 13,610 as of December
31, 1995. Approximately 31% of the Company's hourly employees are subject to
collective bargaining agreements with the Union of Needle Trades, Industrial and
Textile Employees ("UNITE") or the United Textile Workers of America and United
Food and Commercial Workers International Union.
Foreign Sales
The registrant is not currently engaged in significant operations in foreign
countries. Approximately 7% and 6% of the registrant's consolidated net sales
were exported to foreign customers in 1995 and 1994, respectively.
Item 2. Properties
The registrant has 20 principal manufacturing plants, all located in the United
States; 13 are in North Carolina, 1 in South Carolina, 1 in Georgia, 3 in
Alabama, 1 in Pennsylvania and 1 in Virginia. In addition, there are 22
warehousing and distribution centers located in the manufacturing states, plus
Texas. The manufacturing/ warehousing and distribution centers aggregate a floor
area of approximately 17,393,000 square feet. All of the facilities are owned
except: (1) 2 locations totaling approximately 618,000 square feet, title to
which is held by the Development Authorities that issued the Industrial
Development Bonds which were issued to finance the facilities; and (2) 7
locations, totaling approximately 795,000 square feet, where the machinery and
equipment is owned and the buildings are under a long-term lease. Title to the
facilities financed by Industrial Revenue Bonds as described above will be
transferred to the registrant upon the retirement of such bonds. Such facilities
therefore are accounted for as being owned by the registrant.
The registrant owns office buildings in Kannapolis and Eden, North Carolina,
which contain approximately 209,000 square feet.
All other properties owned or controlled by the registrant aggregate
approximately 584,000 square feet and are used for miscellaneous support
services or for sales and marketing.
Plants and equipment of the registrant are considered to be in excellent
condition; substantial capital expenditures for new plants, modernization and
improvements have been made in recent years. The plants generally operate on
either a three shift basis for a five-day week or a four shift basis for a
seven-day week during 50 weeks a year except during periods of curtailment. In
the opinion of the registrant, all plants and properties are adequately covered
by insurance.
Page 5
Item 3. Legal Proceedings
The registrant is involved in various claims and lawsuits incidental to its
business. In the opinion of the registrant based in part on the advice of legal
counsel, however, the outcome of these suits will not have a material effect on
the registrant's financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Page 6
Identification of Executive Officers of the Registrant
Date from
Which Officers
Age at Have Served in
Name 3/31/96 Positions Held Present Capacities
James M. Fitzgibbons 61 Chairman of the Board Chairman of the Board and
and Chief Executive Chief Executive Officer: 1990
Officer and Director Director: 1985
John M. Nevin 61 Executive Vice President Executive Vice President: 1995
Robert E. Dellinger 51 Vice President Vice President: 1989
M. Kenneth Doss 56 Vice President Vice President: 1988
and Secretary General Counsel: 1985
Secretary: 1986
Kevin M. Finlay 46 Vice President Vice President: 1993
Richard E. Reece 51 Vice President Vice President: 1996
Thomas R. Staab 53 Vice President and Vice President: 1992
Chief Financial Officer Chief Financial Officer: 1994
Gary R. Langford 34 Treasurer Treasurer: 1995
Clifford D. Paulsen 52 Controller Controller: 1992
None of the executive officers are related by blood, marriage or adoption to any
other executive officer of the registrant or any director or executive officer
of a parent, subsidiary, or affiliate of the registrant. With the exception of
Messrs. Nevin and Langford, each executive officer has been employed by the
registrant for more than five years. Prior to becoming Executive Vice President
of the registrant on October 16, 1995, Mr. Nevin had been Senior Vice President
of Strategic Services at James River Corporation during the last five years.
Prior to joining the registrant in May, 1995, Mr. Langford had been Assistant
Treasurer of AGCO Corporation since October 1990.
Page 7
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
Incorporated by reference from the market and dividend data section of the 1995
Annual Report to Shareowners, page 25.
Item 6. Selected Financial Data
Selected financial and statistical data for the years 1991 to 1995 appearing in
the line items "Net sales", "Income (loss) from continuing operations", "Per
share of common stock: Primary income (loss) from continuing operations" and
"Fully diluted income (loss)", "Total assets" and "Long-term debt" are
incorporated by reference from the 1995 Annual Report to Shareowners, page 42.
No cash dividends were declared on Common Stock for the five years in the period
ended December 31, 1995.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Incorporated by reference from the 1995 Annual Report to Shareowners, pages 21
through 24.
Item 8. Consolidated Financial Statements and Supplementary Data
Incorporated by reference from the 1995 Annual Report to Shareowners, pages 25
through 41.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
Page 8
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding the Directors is incorporated herein by reference from the
registrant's proxy statement for the annual meeting of shareowners to be held on
April 29, 1996, pages 2 and 3.
For information regarding the Executive Officers of the registrant, see Part I
at page 7.
Item 11. Executive Compensation
Incorporated herein by reference from sections of the registrant's proxy
statement for the annual meeting of shareowners to be held on April 29, 1996
entitled "Compensation of Directors", pages 6 and 7 and "Executive
Compensation", pages 7 through 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference from the section of the registrant's proxy
statement for the annual meeting of shareowners to be held on
April 29, 1996 entitled "Security Ownership", pages 4 through 6.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference from the registrant's proxy statement for the
annual meeting of shareowners to be held April 29, 1996, entitled "Executive
Compensation", pages 7 and 8.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1.
and 2. Financial statements and financial statement schedules
The financial statements and schedules listed in the accompanying index to
financial statements are filed as part of this annual report.
3. Exhibits
The exhibits listed as applicable on the accompanying Exhibit Index at page 17
are filed as part of this annual report. Exhibit numbers (10)1. through (10)14.
represent management contracts or compensatory plans or arrangements required to
be filed as an exhibit by Item 601 of Regulation S-K.
(b) Reports on Form 8-K
None.
Page 9
FIELDCREST CANNON, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) 1 & 2)
Page Numbers of the
Annual report to
Shareowners
Consolidated statement of financial position at 27
December 31, 1995 and 1994
Consolidated statement of operations and retained 26
earnings for each of the three years in the period
ended December 31, 1995
Consolidated statement of cash flows for each of the 28
three years in the period ended December 31, 1995
Notes to consolidated financial statements 29-40
Report of independent auditors 41
No schedules are filed because the required information is not applicable or is
not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements and
notes thereto.
The consolidated financial statements listed in the above index which are
included in the Annual Report to Shareowners of Fieldcrest Cannon, Inc. for the
year ended December 31, 1995 are hereby incorporated by reference. With
exception of the pages listed in the above index and the Items referred to in
Part II, Items 5, 6, 7 and 8, the 1995 Annual Report to Shareowners is not to be
deemed filed as part of this report.
Page 10
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.
FIELDCREST CANNON, INC.
March 12, 1996 By:/s/ James M. Fitzgibbons
James M. Fitzgibbons, Chairman of
the Board of Directors and Chief
Executive Officer (Principal
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
signed below by the following persons on behalf of the registrant and in the
capacities on the dates indicated.
/s/ James M. Fitzgibbons March 12, 1996
James M. Fitzgibbons, Chairman of the Board
of Directors and Chief Executive Officer
(Principal Executive Officer)
/s/ M. Kenneth Doss March 12, 1996
M. Kenneth Doss
Vice President and Secretary
/s/ Thomas R. Staab March 12, 1996
Thomas R. Staab
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Clifford D. Paulsen March 12, 1996
Clifford D. Paulsen
Controller (Principal Accounting Officer)
/s/ Tom H. Barrett March 12, 1996
Tom H. Barrett
Director
Page 11
/s/ William E. Ford March 12, 1996
William E. Ford
Director
/s/ John C. Harned March 12, 1996
John C. Harned
Director
/s/ Noah T. Herndon March 12, 1996
Noah T. Herndon
Director
/s/ S. Roger Horchow March 12, 1996
S. Roger Horchow
Director
/s/ W. Duke Kimbrell March 12, 1996
W. Duke Kimbrell
Director
/s/ C. J. Kjorlien March 12, 1996
C. J. Kjorlien
Director
/s/ Alexandra Stoddard March 12, 1996
Alexandra Stoddard
Director
Page 12
EXHIBIT INDEX TO
ANNUAL REPORT ON FORM 10-K FOR
FIELDCREST CANNON, INC.
FOR THE YEAR ENDED DECEMBER 31, 1995
Page Number
Exhibit or Incorporation
Number Description by Reference to
(3) 1. Restated Certificate of Incorporation, Registrant's Registration
Exhibit 3-1 to the as amended to date. Statement on Form S-3
filed on February 18, 1994.
2. Amended and Restated By-Laws of the Registrant Exhibit 3-1 to Report on
as amended to November 24, 1993. Form 8-K Filed on
December 9, 1993.
(4) 1. Rights Agreement, dated as of November 24, 1993, Exhibit 1 to the
between the Registrant and The First National Registrant's
Registration Bank of Boston, which includes as filed December 3, 1993.
Exhibit A the Statement on Form 8-A
Form of Rights Certificate of Designations, as
Exhibit B the Form of Rights Certificate, and as
Exhibit C the Summary of Rights to Purchase
Preferred Stock.
2. Indenture dated as of March 15, 1987, relating to Exhibit 4.9 to the
the Registrant's 6% Convertible Subordinated Registrant's Registration
Debentures Due 2012 between the Registrant and Statement on Form S-3
Wachovia Bank and Trust Company, N.A., (No. 33-12436) filed on
including the form of debenture. March 6, 1987.
3. Indenture dated as of June 1, 1992, relating to Exhibit 4.7 of
the Senior Subordinated Debentures Due 2004, Amendment No. 1 to the
between the Registrant and First Union National Registrant's Registration
Bank, as Trustee, including the form of Statement on Form S-3
debenture. (No. 33-47348) filed on
June 3, 1992.
4. Amended and Restated Revolving Credit Exhibit 4-4 to Report
Agreement dated as of March 10, 1994 by and on Form 10-K for
among the Registrant, The First National Bank fiscal year ending
of Boston as agent, Continental Bank N.A., December 31, 1993.
Philadelphia National Bank, and First Union
National Bank of North Carolina, as lead managers,
and certain lenders.
5. First Amendment to the Restated Revolving Exhibit 4-5 to Report on
Credit Agreement dated as of March 10, 1994 by Form 10-K for fiscal year
and among the Registrant, The First National ending December 31, 1994.
Bank of Boston as agent, Continental Bank N.A.,
Philadelphia National Bank, and First Union
National Bank of North Carolina, as lead managers,
and certain lenders.
Page 13
6. Second Amendment to the Restated Revolving Exhibit 4-6 to Report on
Credit Agreement dated as of March 10, 1994 by Form 10-K for fiscal year
and among the Registrant, The First National ending December 31, 1994.
Bank of Boston as agent, Continental Bank N.A.,
Philadelphia National Bank, and First Union
National Bank of North Carolina, as lead
managers, and certain lenders.
7. Third Amendment to the Restated Revolving Exhibit 4-7 to Report on
Credit Agreement dated as of March 10, 1994 by Form 10-K for fiscal year
and among the Registrant, The First National ending December 31, 1994.
Bank of Boston as agent, Continental Bank N.A.,
Philadelphia National Bank, and First Union
National Bank of North Carolina, as lead managers,
and certain lenders.
8. Fourth Amendment to the Restated Revolving 17 - 29
Credit Agreement dated as of December 29, 1995
by and among the Registrant, The First National Bank
of Boston as agent, Bank of America Illinois
(formerly known as Continental Bank NA), Corestates
Bank, NA (formerly known as Philadelphia National
Bank, and First Union National Bank of North
Carolina, as lead manager, and certain lenders.
The registrant, by signing this Report, agrees to furnish the
Securities and Exchange Commission upon its request a copy of
any instrument which defines the rights of holders of
long-term debt of the Registrant and all of its subsidiaries
for which consolidated or unconsolidated financial statements
are required to be filed, and which authorizes a total amount
of securities not in excess of 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis.
Page Number
Exhibit or Incorporation
Number Description by Reference to
(10) *1. Amended and Restated Director Stock Option Exhibit A to the
Plan of the Registrant approved by the Registrant's proxy
stockholders of the Corporation on April 28, statement for the
annual 1992.
meeting of shareowners
held on April 28, 1992.
*2. Stock Option Agreement between the Registrant Exhibit 4.1 to the
and James M. Fitzgibbons dated as of September Registrant's
Registration 11, 1991.
Statement on Form S-8
filed on December 23,
1991.
*3. Employee Retention Agreement between Registrant Exhibit 10.2 to Report
and James M. Fitzgibbons effective as of on Form 10-Q for the
July 9, 1993. quarter ended September
30, 1993.
*4. Employee Retention Agreement between the Exhibit 10.9 to Report
Registrant and Robert E. Dellinger effective on Form 10-K for fiscal
as of July 9, 1993. year ending December
31, 1993.
*5. Instrument of Amendment dated July 29, 1993 Exhibit 10.10 to Report
between the Registrant and Robert E. Dellinger, on Form 10-K for fiscal
amending Exhibit 10.4 above. year ending December 31,
1993.
*6. Employee Retention Agreement between the 30 - 50
Registrant and Kevin M. Finlay effective
as of July 9, 1993.
*7. Instrument of Amendment dated July 29, 1993 51
between the Registrant and Kevin M. Finlay
amending Exhibit 10.6 above.
*8. Employee Retention Agreement between the 52 - 72
Registrant and Thomas R. Staab effective
as of July 9, 1993.
*9. Instrument of Amendment dated July 29, 1993 73
between the Registrant and Thomas R. Staab
amending Exhibit 10.6 above.
*10. Employee Retention Agreement between the 74 - 94
Registrant and M. Kenneth Doss effective
as of July 9, 1993.
-----------
*Represents a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of this report.
Page 15
*11. Instrument of Amendment dated July 29, 1993 95
between the Registrant and M. Kenneth Doss,
amending Exhibit 10.6 above.
*12. Form of Employee Retention Agreement between Exhibit 10.6 to Report
the Registrant and other executive officers of on Form 10-Q for the
the Registrant effective as of July 9, 1993. quarter ended September
30, 1993.
*13. Form of Instrument of Amendment dated July 29, Exhibit 10.7 to Report
1993 between the Registrant and other executive on Form 10-Q for the
officers of the Registrant, amending Exhibit quarter ended September
10.12 above. 30, 1993.
*14. 1995 Employee Stock Option Plan of Fieldcrest Exhibit 4.1 of Registrant's
Cannon, Inc. Registration Statement
of Form S-8 filed on
May 8, 1995.
(11) Computation of Primary and Fully Diluted Net Income 96 - 97
(Loss) per Share.
(13) 1995 Annual Report to Shareowners. 98 - 119
(21) Subsidiaries of the Registrant. 120
(23) Consent of independent auditors. 121
-----------
*Represents a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of this report.