SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K 405
[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, 1998
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 NUMBER: 0-20406
EZCONY INTERAMERICA INC.
(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Craigmiur Chambers
P.O. Box 71
Road Town, Tortola, British Virgin Islands
(Address of principal executive offices)
NONE
(Zip Code)
Registrant's telephone number, including area code: (507) 441-6566
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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 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. [X]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant as of March 29, 1999 was approximately $86,292 based on the $.125
closing sale price for the Common Stock quoted on OTC Bulletin Board on such
date. For purposes of this computation, all executive officers and directors of
the registrant have been deemed to be affiliates. Such determination should not
be deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.
The number of shares of Common Stock of the registrant outstanding as of March
20, 1999 was 4,510,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents have been incorporated by reference into the
parts indicated: The registrant's definitive Proxy Statement to be filed with
the Securities and Exchange Commission not later than 120 days after the end of
the fiscal year covered by this report - Part III.
EZCONY INTERAMERICA INC.
TABLE OF CONTENTS
Page
PART I
Item 1. Business...................................................................... 1
Item 2. Properties.................................................................... 4
Item 3. Legal Proceedings............................................................. 4
Item 4. Submission of Matters to a Vote of Security Holders........................... 4
PART II
Item 5. Market for Registrant's Common Stock Equity and Related Stockholder
Matters....................................................................... 4
Item 6. Selected Financial Data....................................................... 5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 5
Item 8. Financial Statements and Supplementary Data................................... 5
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures................................................ 5
PART III
Item 10. Directors and Executive Officers of the Registrant............................ 5
Item 11. Executive Compensation........................................................ 5
Item 12. Security Ownership of Certain Beneficial Owners and Management................ 5
Item 13. Certain Relationships and Related Transactions................................ 5
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............. 6
PART I
ITEM 1. BUSINESS
GENERAL
Ezcony Interamerica Inc. ("Ezcony" or the "Company") is a leading distributor to
Latin America of major brand name consumer electronics, including but not
limited to, Sony, Pioneer, AIWA, Samsung, Sharp, Motorola, Brother and Philips.
See "Major Brand Name Products."
The Company's consumer electronics products are sold principally to other
wholesalers and distributors as well as directly to retail chains. The Company
believes that it is one of the largest independent distributors of Sony and
Pioneer products to Latin America.
MARKET OVERVIEW
Since the Company began operations in 1982, the principal Latin American markets
for its products have varied significantly. The largest Latin American markets
for the Company's products in 1998 were Colombia, Venezuela, Paraguay, and
Ecuador.
The following table illustrates, for the periods presented, the changes in the
principal Latin American markets for the Company's products by sales volume (in
thousands) and percentage of total net sales from continuing operations. A
portion of the Company's sales were made through distributors and exporters
located in the United States, however, this means of distribution has been
substantially eliminated as of the end of fiscal 1998.
1998 1997 1996
Amount % Amount % Amount %
Colombia $ 29,000 27 $ 52,996 33 $ 28,421 26
Venezuela 18,120 17 12,099 8 1,922 2
Paraguay 15,728 14 28,486 18 22,552 21
Ecuador 8,015 7 12,401 8 10,816 10
Others 37,866 35 52,841 33 45,035 41
----------- ---- --------- ---- --------- ----
Total $ 108,729 100% $ 158,823 100% $ 108,746 100%
========== === ======== === ========= ===
For a variety of political and economic reasons, the importation of
non-essential items such as consumer electronics has been restricted or
prohibited from time to time by many Latin American countries through exchange
controls, import quotas and restrictions, tariffs and other means. Changes in
the trade policies of Latin American countries affect both the market for the
Company's products as well as the Company's ability to sell its products. Future
political and economic changes in particular Latin American countries, including
changes in exchange rates, import duties or quotas, imposition or lifting of
exchange controls and other import restrictions, are likely to result in changes
in the importance to the Company of particular countries.
As described above, the Company does a substantial amount of business in Latin
America and it believes it is in compliance with all applicable governmental
regulations. There are significant "country risks" which arise in connection
with this business, including those associated with the receipt of payment for
goods sold. Colombia, which represents a significant market for the Company, is
a country in which the United States Government has taken a particular interest
in monitoring the flow of funds, especially those involving "structured
payments," e.g., payment practices using a repetitive high volume of cash or
financial instruments in "round" amounts.
The Company experienced a loss as a result of a forfeiture dispute that arose
with the United States Government over certain structured payments received in
early 1998; the resolution of this matter was "recognized" for financial
purposes, in fiscal 1997. The Company has discontinued accepting this form of
payment in connection with its Colombian receivables. The Company does not
believe that this change in payment policy will materially or adversely affect
its business; however, there can be no assurance that other, similar forms of
payment will not be challenged by the United States Government, or that the
business done in Colombia by the Company will not be materially affected by this
governmental scrutiny.
1
The Company believes that the consumer electronics markets in Latin America
differ from similar markets in the United States. First, the Company believes
that in Latin America independent regional distributors are usually the
principal means of distribution of consumer electronics, unlike in the United
States where direct sales by manufacturers are more typical. Although most major
consumer electronics manufacturers have single-country distributors, operating
subsidiaries or joint ventures in the major Latin American countries,
independent regional distributors such as Ezcony still represent the predominant
channel for consumer electronic sales in Latin America. The Company expects that
over a period of time this means of distribution may well evolve into a system
more like that in the United States. Second, the Company believes that
state-of-the-art technology, while an important factor in marketing consumer
electronics in the United States, is less important in Latin America where
consumers generally are willing to purchase less advanced products for longer
periods of time. Finally, Latin American markets for consumer electronics
generally are less developed than in the United States. For example, products
such as televisions and radios have reached relatively low consumer penetration
levels in Latin America compared to that of the United States.
MAJOR BRAND NAME PRODUCTS
Ezcony distributes a wide range of major brand name consumer electronics,
including televisions, video cassette recorders, cellular products, automobile
audio equipment, personal portable stereos, home audio equipment, camcorders and
appliances. In 1998, sales of Sony, Pioneer, Samsung, and AIWA products
accounted for approximately 31%, 30%, 17% and 11%, respectively, of the
Company's total net sales.
Ezcony purchases most of its major brand name consumer electronics directly from
manufacturers. As is customary with independent distributors of consumer
electronics in Latin America, Ezcony has no written distributorship agreement or
arrangement with any manufacturer. The Company has a continuing relationship
with Sony for over 15 years. The Company has not experienced difficulty in
obtaining a satisfactory supply of marketable consumer electronics from Sony,
Pioneer, Samsung, and AIWA without having written distributorship or other
agreements. From time to time, the Company has purchased major brand name
consumer electronics from other sources, including other wholesalers and
distributors.
Most of the purchases of Sony and Pioneer products, are supplied from inventory
of these manufacturers located at their respective warehouses in the Colon
Panama Free Zone. This method of supply allows the Company to limit the amount
of inventory that it must keep on hand, the related inventory holding costs and
to reduce the lead time on the placement of orders for products. Sony, Pioneer
and Samsung extend the Company credit for its purchases; during 1998 AIWA
required the Company to pay cash for shipment of products which were purchased
directly from the Far East. At December 31, 1998, the Company's trade accounts
payable to Sony, Pioneer and Samsung were approximately $3.7 million, $1.6
million and $456,000, respectively.
Sales of Sony products accounted for approximately 31%, 33% and 37% of the
Company's major brand name product sales in 1998, 1997, and 1996, respectively.
Sales of Pioneer products accounted for approximately 30%, 34% and 36% of the
Company's major brand name products sales in 1998, 1997, and 1996, respectively.
Sales of Samsung products represented 17% and 9% of the Company's major brand
name products sales in 1998 and 1997 and was not part of the Company's major
brand name products in 1996. Sales of AIWA products accounted for approximately
11%, 12% and 14% of the Company's major brand name product sales in 1998, 1997
and 1996, respectively.
DISCONTINUED OPERATIONS
In August 1997, the Company's Board of Directors approved a plan to sell or
liquidate its noncore business subsidiary, New World Interactive, Inc. ("New
World Interactive") as part of an overall restructuring program designed to
focus the Company's resources on its core business, the distribution of consumer
electronics. New World Interactive ceased all operations December 31, 1997; in
this regard, during 1998 New World Interactive returned inventory to vendors
valued at approximately $50,000, and resolved a pending legal action against it.
The Company anticipates no further corporate action is in this regard; however,
there can be no assurance that additional obligations of New World Interactive
will not be asserted against it.
In the third quarter of 1998, the Company decided to restructure its operations
by closing the facility in the United States and transferring the operations to
the Colon Free Zone, Panama, facilities. The Company recorded restructuring
charges totaling $441,000 to recognize severance and benefits for employees to
be terminated ($29,000), lease obligations ranging from a minimum of $20,800 to
a maximum of $62,500 and a provision for asset impairment ($51,000).
2
SALES AND DISTRIBUTION
Ezcony sells its products primarily to wholesalers and distributors for re-sale
in Latin America. In addition, the Company sells directly to several Latin
American retail chains. Ezcony has a direct sales staff, which regularly calls
on and visits customers and prospective customers and assists the Company in
evaluating market conditions and customers' creditworthiness in their assigned
market areas.
In certain countries sales are made to a small number of customers, while in
other countries (such as Colombia) sales are made to approximately 150
customers. The Company's customers included distributors and exporters located
in the United States, most of whom re-export the Company's products directly to
Latin America; however, this aspect of the Company's distribution has been
significantly curtailed. During the last three fiscal years, no customers
accounted for more than 10% of the Company's total net sales.
The Company maintains warehouse facilities in Panama. During 1998 the Company
also leased a warehouse in Miami, Florida, and used on an "as needed" basis a
customs-bonded warehouse also in Miami; the Company ceased using these U.S.
facilities in the last quarter of 1998. Operating from a customs-bonded
warehouse in the Colon Free Zone allows the Company to import, store and export
products without incurring customs duties unless the products are sold locally.
See "Properties", below.
Generally, sales are recorded upon delivery of merchandise to the shipper. The
Company at times sells inventory while still on board vessels inbound from the
Far East. In these instances, inbound freight containers are transloaded in port
or at public warehouses for shipment to the Company's customers to minimize
warehousing and handling costs. Since products are normally shipped to its
customers shortly after receiving an order, the Company historically has not
maintained a significant backlog of orders relative to its sales.
CUSTOMER CREDIT
The majority of sales by the Company are made on open account terms, with
payment due within 30 to 60 days after receipt of goods by the customers. All
other sales are made on the basis of payment on or in advance of delivery of
merchandise to the shipper or upon receipt of a letter of credit. Certain sales
made by the Company are collected in cash and other negotiable instruments. The
Company requires payment in U. S. dollars for all of its sales. The Company
establishes credit limits for its customers based on its knowledge of the
customer, the customer's payment history with available trade references, market
conditions and other factors. The Company performs its own analysis of the
creditworthiness of its customers, as the credit reporting systems in Latin
America do not have an extensive base. In addition to the risks customarily
associated with extending credit, the Company has experienced losses from
uncollectible receivables due to the difficulty of pursuing judicial remedies in
most Latin American countries.
COMPETITION
The Company competes in the sale of consumer electronics with numerous
wholesalers and distributors, some of which have greater financial and other
resources than the Company. The Company believes that the most important
competitive factors in the sale of consumer electronics in Latin America are
extension of customer credit, price, quality and variety of merchandise and the
ability to obtain sufficient quantities of merchandise for immediate delivery.
EMPLOYEES
At December 31, 1998, the Company had 71 full-time employees, all in Panama. As
of that date, there were no employees in the United States. None of the
Company's employees are represented by a labor union and the Company has not
experienced any material work stoppages. The Company considers its relations
with its employees to be good.
GEOGRAPHICAL SEGMENT INFORMATION
See Notes to the Company's Consolidated Financial Statements, Part II, Item 8,
for geographical segment information regarding sales, assets and operating
income for 1998, 1997 and 1996.
3
ITEM 2. PROPERTIES
In October 1997, the Company transferred its warehousing operations from two
leased warehouses to a 106,000 square foot warehouse in the Colon Free Zone. In
January 1998, the Company took occupancy of its new 16,140 square feet office &
showroom in the Colon Free Zone, which was completed at a cost of approximately
$1,235,000. The Company believes that the new warehouse and office & showroom
were needed to support the current operations and future growth; these
facilities are leased from "La Zone Libre De Colon" a governmental agency which
owns the land of the Colon Free Zone. The leases of the real property underlying
the warehouse and the office & showroom land expire on July 31, 2014 and October
31, 2016, respectively, and require annual payments of $12,952 and $6,811,
respectively. The leases can be renewed for a 20-year renewal term, at the
option of the Company at the rental rate and terms which are in effect for the
Colon Free Zone at the time of renewal.
ITEM 3. LEGAL PROCEEDINGS
The Company is from time to time involved in routine litigation. The Company
believes that presently pending actions will not have a material adverse impact
on its financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the quarter ended
December 31, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock trades on "OTC Bulletin Board" under the symbol
"EZCOF". The following table sets forth the high and low sales prices for the
Common Stock for each quarter during the last two fiscal years as reported by
the Nasdaq National Market, and the "OTC Bulletin Board".
1997 1998
High Low High Low
First Quarter 3/31 $ 3.81 $ 1.81 $2.19 $1.06
Second Quarter 6/30 3.13 2.25 1.06 0.63
Third Quarter 9/30 3.13 1.88 0.75 0.25
Fourth Quarter 12/31 2.75 1.88 0.31 0.13
The Company is not in compliance with the new market value of public float
requirement pursuant to NASD Marketplace Rule 4450 (a) (2), which became
effective February 23, 1998. Because of this deficiency, effective August 6,
1998, the Company's common stock was no longer included in the Nasdaq SmallCap
Market, and thereafter the Company's Common Stock began trading on the "OTC
Bulletin Board" market.
There were 73 shareholders of record of the Company's Common Stock on March 20,
1999.
The Company presently has no plans to pay any dividends on its Common Stock and
has never paid any dividends. All earnings will be retained for the foreseeable
future to support operations and to finance the growth and development of the
Company's business. The payment of future cash dividends, if any, will be at the
discretion of the Board of Directors of the Company and will depend upon, among
other things, future earnings, capital requirements, the Company's financial
condition and on such other factors deemed relevant by the Board of Directors.
The Company is not currently subject to any law or regulation of the British
Virgin Islands which would restrict or affect the remittance of dividends or
other payments to any holders of its Common Stock or which require tax
withholding from any United States holders of its Common Stock. There is no
reciprocal tax treaty between the British Virgin Islands and the United States
regarding withholding.
4
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item will be furnished by amendment.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information required by this item will be furnished by amendment.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item will be furnished by amendment.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
The Company was formally advised in writing on December 2, 1998, that
its independent certified public accountants were withdrawing from their
engagement to audit the Company's financial statements. The accountants' report
on the Company's financial statements for the previous two years did not contain
any adverse opinion, or disclaimer of opinion, nor were any such reports
modified as to uncertainty, audit scope or accounting principles. Further, there
have been no disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which disagreement, if not resolved to the satisfaction of
the accountants, would have caused the accountants to make reference to the
subject matter of the disagreement(s) in connection with their report(s) thereon
during the Company's two most recent fiscal years and the subsequent interim
period through December 2, 1998 (the date of the former accountant's
resignation). A copy of the accountants' resignation letter appears as an
exhibit hereto.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information with respect to directors and executive officers of the Company
is incorporated by reference to the Company's Proxy Statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A not later than
120 days after the end of the fiscal year covered by this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report.
5
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
(a) (1) FINANCIAL STATEMENTS
Financial statements of the Company will be filed by amendment and will
be set forth in Part II, Item 8.
(2) FINANCIAL STATEMENTS SCHEDULE
Schedule II - Valuation and Qualifying accounts for the year
ended December 31, 1998, 1997 and 1996, will be filed
by amendment.
(3) EXHIBITS
Exhibit
No. Description Method of Filing
3 (a) Amended and Restated Memorandum of Association and Articles of
Association of the Registrant (2)
3 (b) Amendment to Amended and Restated Memorandum of Association and
Articles of Association (3)
4 (a) Form of Warrant Agreement (1)
4 (b) Amendment to Warrant Agreement (5)
4 (c) Second Amendment to Warrant Agreement (6)
10.1 Amended and Restated Stock Option Plan (12)
10.2 Retirement Agreement dated February 26, 1996 with Moises Ezra Cohen (9)
10.3 "Poliza de Credito" from "Banco Exterior" dated January 27, 1992 (with
accompanying English summary) (1)
10.4 "Poliza de Credito" from "Banco Exterior" dated September 4, 1991 (with
accompanying English summary) (1)
10.5 Confidentiality and Non-Competition Agreement of Enrique P. Lacs (1)
10.6 "Permiso de Operacion 179" (with accompanying English summary) (1)
10.7 Lease from Ezcony Trading Corporation to Hooters and Dreams, S.A. dated
March 18, 1994 (with accompanying English summary) (4)
10.8 Hamilton Bank Security Agreement made by Ezcony Trading
Corporation (5)
10.9 Loan Contract (Line of Credit) with Banco de Iberoamerica (with English
summary) (5)
(Continued)
6
Exhibit
No. Description Method of Filing
10.10 Addendum dated May 12, 1997 to the Distribution Agreement for Motorola
Cellular Products dated June 17, 1996 by and between King David
Com. Exportacao e Importacao Ltda. and Ezcony Interamerica Inc. (7)
10.11 Termination Agreement dated June 18, 1997 and Confidentiality and
Noncompetition Agreement by and between Ezcony Interamerica Inc. and
Subsidiaries and Ezra Homsany (7)
10.12 "Poliza de Credito" from "Banco Exterior" dated July 8, 1997 (with
accompanying English summary) (8)
10.13 "Poliza de Credito" from "The Chase Manhattan Bank" dated June 4,
1997 (with accompanying English summary) (8)
10.14 "Poliza de Credito" from "Banco Confederado De America Latina, S.A."
dated June 18, 1997 (with accompanying English summary) (8)
10.15 "Poliza de Credito" from "Banco Panamericano, S.A." dated June 17, 1997
(with accompanying English summary) (8)
10.16 Loan Contract (Line of Credit) with Banco de Iberoamerica (with
accompanying English summary) (8)
10.17 "Contrato de Compraventa De Acciones" dated September 2, 1997 (with
accompanying English summary) (8)
10.18 Contract for purchase of building from COFRISA dated July 28, 1997 (with
accompanying English summary) (8)
10.19 Credit Facility with Hamilton Bank dated December 31, 1998 (10)
16 Accountant's letter (9)
22 List of subsidiaries (5)
23 Consent of McClain & Company, L.C. (10)
27.1 Financial Data Schedule (10)
99 Accountant's resignation letter (11)
7
(1) Incorporated by reference to Ezcony's Form F-1 dated May 21, 1992
(No. 33-48061)
(2) Incorporated by reference to Ezcony's Amendment No. 1 dated July 9, 1992
to Ezcony's Form F-1
(3) Incorporated by reference to Ezcony's Form 10-Q for the quarterly period
ended June 30, 1993
(4) Incorporated by reference to Ezcony's Form 10-K for the year ended
December 31, 1994
(5) Incorporated by reference to Ezcony's Form 10-K for the year ended
December 31, 1995
(6) Incorporated by reference to Ezcony's Form 10-K for the year ended
December 31, 1996
(7) Incorporated by reference to Ezcony's Form 10-Q for the quarterly period
ended June 30, 1997
(8) Incorporated by reference to Ezcony's Form 10-K405/A as filed with the
Securities and Exchange Commission on April 15, 1998
(9) Incorporated by reference to Ezcony's Form 8-K/A as filed with the
Securities and Exchange Commission on December 18, 1998
(10) To be filed by amendment
(11) Incorporated by reference to Ezcony's Form 8-K as filed with the
Securities and Exchange Commission on December 7, 1998
(b) Reports on Form 8-K
The following reports on Form 8-K were filed in the last quarter of the
period covered by this report:
(1) Form 8-K dated December 2, 1998, as filed with the
Securities and Exchange Commission on December 7,
1998
(2) Form 8-K/A dated December 18, 1998, as filed with the
Securities & Exchange Commission on December 21,
1998.
8
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.
EZCONY INTERAMERICA INC.
Date: MARCH 31, 1999 BY: /S/ EZRA COHEN
-------------- ------------------
Ezra Cohen
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ EZRA COHEN Director, Chairman of the Board, March 31, 1999
- -------------- President and Chief Executive Officer
Ezra Cohen
/S/ CARLOS N. GALVEZ Acting Chief Financial Officer March 31, 1999
- -------------------- (Principal Financial and Accounting
Carlos N. Galvez Officer)
/S/ MOISES EZRA COHEN Director March 31, 1999
- ---------------------
Moises Ezra Cohen
/S/ DAVID DJEMAL Director March 31, 1999
- ----------------
David Djemal
/S/ MICHAEL DOWLING Director March 31, 1999
- -------------------
Michael Dowling
9
SIGNATURE TITLE DATE
/S/ EZRA HOMSANY GATENO Director March 31, 1999
- -----------------------
Ezra Homsany Gateno
/S/ DANIEL HOMSANY Director March 31, 1999
- ------------------
Daniel Homsany
/S/ ENRIQUE LACS Director March 31, 1999
- ----------------
Enrique Lacs
/S/ LEONARD J. SOKOLOW Director March 31, 1999
- ----------------------
Leonard J. Sokolow
10