- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FORM 10-K/A NO. 1
UNITED STATE SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 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 NO. 0-21426
------------------------
CASINO DATA SYSTEMS
(Exact name of registrant as specified in its charter)
NEVADA 88-0261839
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
3300 BIRTCHER DRIVE
LAS VEGAS, NEVADA 89118
(Address of principal executive offices) (Zip Code)
(702) 269-5000
(Registrant's telephone number, including area code)
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
------------------------
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 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. Yes /X/ No / /
As of April 23, 1999, 18,065,897 shares of the Registrant's Common Stock
were outstanding. The aggregate market value of the Common Stock held by
non-affiliates of the Registrant on such date, based upon the last sale price of
the Common Stock as reported on the NASDAQ National Market on April 23, 1999,
was $46,319,749. For purposes of this computation, affiliates of the Registrant
are deemed only to be the Registrant's executive officers and directors.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following persons currently serve the Company as executive officers
and/or members of its Board of Directors. Each director has consented to serve
an additional term, if elected at the Company's next annual meeting of
shareholders.
STEVEN A. WEISS, age 36, founded the Company in June 1990 and served as the
Company's Chairman of the Board from June 1990 to August 1994, and from November
1994 to the present. Mr. Weiss has served as an executive officer of the Company
since its inception, including as Chief Executive Officer, and currently serves
as President of its Research and Development Division. Mr. Weiss designed the
prototype slot accounting and player tracking system that evolved into the
Company's OASIS information management system in 1991. Prior thereto, Mr. Weiss
was employed by Bally as a consultant for Bally's slot information system.
PHIL E. BRYAN, age 59, has served as a director of the Company since April
1995. Mr. Bryan also served as Chief Executive Officer of the Company from April
1995 to April 1996. Mr. Bryan became the Chief Operating Officer, President and
a director of Boomtown, Inc. in April, 1996. Mr. Bryan has more than thirty
years' experience in the gaming industry, serving as President and Chief
Executive Officer of the Gold River Operating Corp. from January 1993 to
February 1995. Prior thereto, Mr. Bryan served as President of the Sands Hotel
and Casino in Las Vegas from January to April 1992 and as Chief Executive
Officer of the Peppermill Casino Resort in Reno, Nevada from August 1982 to
January 1992.
LEE LEMAS, age 52, joined the Company as Chief Financial Officer in July
1998. Ms. Lemas is currently Chief Operating Officer, Chief Financial Officer
and Vice President of Finance. Prior to joining CDS in 1998 and beginning in
1997, Ms. Lemas served as the Director of Finance for O.R. Technology. From 1995
to 1997, Ms. Lemas served as Chief Financial Officer of Amdahl's Open Enterprise
Systems. From 1991 to 1995, Ms. Lemas served as Chief Financial Officer at nCUBE
where, for a period of six months, she was also acting Vice President of
Manufacturing.
HOWARD W. YENKE, age 62, served the Company as Chief Executive Officer from
June 1998 to February 19, 1999, and has served as a Director since June 1998.
Prior to joining the Company, Mr. Yenke served as President and Chief Executive
Officer of Silent Systems, Inc., a private company providing thermal and
acoustic products to the personal computer industry, a position he began in
November 1997. From June 1996 to November 1997, Mr. Yenke served as President,
Chief Executive Officer and Director of Lanart Corporation, a privately held
company providing LAN connectivity solutions to the computer industry. Mr. Yenke
was also President and CEO of Enterprise Development Corporation of Palm Beach
County, a not-for-profit consulting services company, from November 1994 to
November 1996. During the same time period, Mr. Yenke was President, CEO and
Director of Technology Deployment Holdings Company, Inc., a for profit
investment firm. From May 1994 to October 1994, Mr. Yenke served as President,
CEO and Director of ARCO Computer Products Company, a privately held company
providing PC peripheral products to the computer industry. From 1989 to 1994,
Mr. Yenke was employed by Boca Research, Inc. in several capacities including
President and CEO. Prior thereto, Mr. Yenke was employed by IBM Corporation for
over 25 years in various executive and management positions. Mr. Yenke also sits
on the boards of directors of Checkmate Electronics, Inc., Access Solutions
International, Inc., and Communications Systems International.
THOMAS E. GARDNER, age 61, is President of LJT Associates, a consulting firm
which provides strategic planning, financial and management services to
corporations and assists investors in late stage venture capital opportunities
and acquisitions, a position he has held since 1993. From 1990 to 1992, Mr.
Gardner was Director Treasury Management Information with BankBoston
Corporation. From 1979 to 1990 Mr. Gardner was Senior Vice President and a
member of the senior management committee with a predecessor bank, Rhode Island
Hospital Trust National Bank, and acted as head of Treasury and Chairman of the
Asset and Liability Management Committee. Mr. Gardner is Chairman of the Board
of Directors of Access Solutions International, Inc. and a Director of Mossberg
Industries, Inc.
JOHN F. (JACK) HARVEY, age 76, is an independent business consultant. He
served on the Board of Directors of Del Webb Corporation from 1988 to 1994. Mr.
Harvey was a lecturer and member of the Finance faculty for the College of
Business and Economics at the University of Nevada, Las Vegas from 1986 to 1992.
Prior to his retirement in 1986, Mr. Harvey was Senior Vice President,
Treasurer, Chief Financial Officer and a director of Summa Corporation
(currently The Howard Hughes Corporation).
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Nasdaq National Market. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on review of the copies of
such forms furnished to the Company, or written representations that no Forms 5
were required, the Company believes that during the fiscal year ended December
31, 1998, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were satisfied.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by each executive officer of
the Company whose salary and bonus during the year ended December 31, 1998
exceeded $100,000, or would have exceeded $100,000 had they been employed by the
Company at the end of the fiscal year.
2
SUMMARY COMPENSATION TABLE
LONG-
TERM
COMPEN-
ANNUAL COMPENSATION SATION
--------------------------------- AWARDS
ALL OTHER -----------
ANNUAL SECURITIES ALL OTHER
FISCAL SALARY BONUS COMPEN- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) SATION ($) OPTIONS # ($)
- ---------------------------------------------- ----------- --------- --------- ----------- ----------- -------------
Steven A. Weiss............................... 1998 300,000 -- 9,600(1) 100,000
Chairman of the Board 1997 300,000 -- 9,600(1) --
1996 279,500 -- 9,600(1) 52,750
Lee Lemas (2)................................. 1998 147,913 4,800(1) 150,000
Chief Financial Officer
Howard Yenke (3).............................. 1998 146,154 5,539(1) 250,000
Diana L. Bennett.............................. 1998 200,000 -- 9,600(1) 100,000
President and Chief Operating Officer (4) 1997 200,000 45,000 9,600(1) 20,000
1996 160,778 9,563(1) 55,000
Kenneth S. Hardesty........................... 1998 82,692 -- 285,000 36,000(6)
Chief Executive Officer (5) 1997 14,423 --
Michael Perez (7)............................. 1998 171,538 60,000
- ------------------------
(1) Represents automobile allowances provided to the Company's executive
officers.
(2) Ms. Lemas became an executive officer of the Company in July 1998.
(3) Mr. Yenke served as Chief Executive Officer from June 1998 to February 19,
1999.
(4) Ms. Bennett served as the Company's President and Chief Operating Officer
from January 1996 to February 1999.
(5) Mr. Hardesty served as the Company's Chief Executive Officer from December,
1997 to May 15, 1998.
(6) Represents a rental expense of $6,000 and a relocation expense allowance in
the amount of $30,000 paid pursuant to Mr. Hardesty's employment agreement
with the Company.
(7) Mr. Perez served as Chief Financial Officer from January 13, 1998 to June
1998.
3
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes information with respect to options granted
to the executive officers named in the Summary Compensation Table during the
last fiscal year.
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE OF
------------------------------ ASSUMED ANNUAL RATES
PERCENTAGE OF
OF TOTAL STOCK PRICE
NUMBER OF OPTIONS APPRECIATION
SECURITIES GRANTED TO EXERCISE OR FOR OPTION TERM (2)
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME OPTION GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- -------------------------------- -------------- --------------- ------------- ------------ --------- ----------
Steven A. Weiss................. 100,000 8.5 $ 1.81 10/26/2008 113,830 288,467
Lee Lemas....................... 50,000 4.3 $ 3.00 03/09/2008 90,190 226,464
100,000 8.5 $ 1.53 10/09/2008 96,221 243,843
Howard Yenke.................... 250,000 21.3 $ 3.19 06/04/2008 501,543 1,271,010
Diana L. Bennett................ 100,000 8.5 $ 1.81 10/26/2008 113,830 288,467
Mike Perez (3).................. 100,000 8.5 $ 3.13 01/13/2003 87,078 192,609
- ------------------------
(1) All options were granted at a price equal to the fair market value of the
Company's common stock on the date of grant.
(2) Amounts shown in these columns have been derived by multiplying the exercise
price by the annual appreciation rate shown (compounded for the term of the
options), multiplying the result by the number of shares covered by the
options, and subtracting the aggregate exercise price of the options. The
dollar amounts set forth under this heading are the result of calculations
at the 5 percent and 10 percent rates set by the Securities and Exchange
Commission, and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price.
(3) Mr. Perez left the Company in June 1998 and his options have expired.
4
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table summarizes information with respect to options held by
the executive officers named in the Summary Compensation Table and the value of
the options held by such persons as of the end of the last fiscal year.
VALUE OF UNEXERCISED
IN-THE-
NUMBER OF UNEXERCISED MONEY OPTIONS AT FY-END
SHARES OPTIONS AT FY-END (#) ($)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- --------------- --------------- ----------- ------------- ----------- -------------
Steven A. Weiss................ -- -- 135,812 109,750 0 $ 19,000
Lee Lemas...................... -- -- 12,500 137,500 $ 0 $ 47,000
Howard Yenke................... -- -- 0 250,000 0 0
Diana L. Bennett............... -- -- 29,167 145,833 0 19,000
Kenneth S. Hardesty............ -- -- 0 0 0 0
Mike Perez..................... -- -- 0 0 0 0
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Weiss that expires
on December 31, 1999, and is terminable by the Company or Mr. Weiss upon notice.
The agreement provides for an annual base salary of $300,000. Mr. Weiss is
subject to certain non-competition provisions during the term of the employment
agreement and for two years thereafter, unless the employment agreement is
terminated by the Company or Mr. Weiss under certain circumstances, including in
the event of a change in control of the Company.
The Company entered into an employment agreement with Ms. Lemas that expires
on December 31, 1999, and is terminable by the Company or Ms. Lemas upon notice.
The agreement provides for an annual salary of $215,000. Ms. Lemas is subject to
certain non-competition provisions during the term of the employment agreement
and for one year thereafter, unless the agreement is terminated by the Company
or Ms. Lemas under certain circumstances, including in the event of a change in
control of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Messrs. Thomas E. Gardner
and Phil E. Bryan.
DIRECTOR COMPENSATION
Directors who are not also employees of the Company receive a $25,000 annual
director's fee and are reimbursed for costs and expenses they incur to attend
board meetings. Directors who are not also employees of the Company are entitled
to participate in the Company's 1994 Non-employee Director Stock Option Plan.
This plan is a formula stock option plan that provides for the initial grant of
a stock option covering 11,250 shares upon a person joining the Board and an
annual stock option grant covering 5,625 shares at each annual meeting of
shareholders. Each option granted has a ten-year term, vests equally over a two
year period and has an exercise price equal to the fair market value on the date
of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally have been
made by the Compensation and Stock Option Committee (the "Compensation
Committee") of the Board. Each member of the Compensation Committee is a
non-employee director. All decisions by the Compensation Committee
5
relating to the compensation of the Company's executive officers are reviewed by
the full Board. Each executive officer who also serves as a director of the
Company abstains from the discussion and vote relating to his or her
compensation. Pursuant to rules designed to enhance disclosure of the Company's
policies toward executive compensation, set forth below is a report prepared by
the Compensation Committee addressing the Company's compensation policies for
the year ended December 31, 1997 as they affected the Company's executive
officers. The following report of the Compensation Committee, as well as the
Performance Graph set forth herein, are not soliciting materials, are not deemed
filed with the Securities and Exchange Commission (the "SEC") and are not
incorporated by reference in any filing of the Company under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether made before or after the date of this Proxy Statement
and irrespective of any general incorporation language in any such filing.
The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate pay with the Company's
annual objectives and long-term goals, reward above-average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. The Compensation
Committee intends to set executive compensation at levels that the Compensation
Committee believes to be consistent with others in the Company's industry.
There are three elements in the Company's executive compensation program,
all determined by individual and corporate performance.
Base salary compensation
Annual incentive compensation
Stock options
Base salary compensation and increases are determined by the potential
effect the individual has on the Company, the skills and experiences required by
the job, and the performance and potential of the incumbent in the job.
Effective in April 1996, the Compensation Committee instituted a bonus
incentive compensation plan which allows each executive to earn a percentage of
such executive's salary (up to 50%), payable quarterly, dependent upon the
Company's earnings performance for such fiscal year.
Awards of stock grants under the Company's 1993 Stock Option and
Compensation Plan (the "Plan") are designed to promote the identity of long-term
interests between the Company's executives and its stockholders, and assist in
the retention of executives. The Plan also permits the Committee to grant stock
options to key personnel. Options become exercisable based upon criteria
established by the Company.
While the value realizable from exercisable options is dependent upon the
extent to which the Company's performance is reflected in the market price of
the Company's common stock at any particular point in time, the decision as to
whether such value will be realized in any particular year is determined by each
individual executive and not by the Compensation Committee. Accordingly, when
the Committee recommends that an option be granted to an executive, that
recommendation does not take into account any gains realized that year by that
executive as a result of his or her individual decision to exercise an option
granted in a previous year.
The Compensation Committee does not anticipate that any of the compensation
payable to executive officers of the Company in the coming year will exceed the
limits and deductibilities set forth in section 162(m) of the Internal Revenue
Code of 1986, as amended. The Compensation Committee has not established a
policy regarding compensation in excess of these limits, but will continue to
monitor this issue.
By the Compensation and Stock Option Committee
THOMAS E. GARDNER
PHIL E. BRYAN, JR.
6
STOCK PERFORMANCE GRAPH
The Securities and Exchange Commission (the "SEC") requires that the Company
include in this Form 10-K/A a line-graph presentation comparing cumulative,
five-year return to the Company's stockholders (based on appreciation of the
market price of the Company's common stock) on an indexed basis with (i) a broad
equity market index and (ii) an appropriate published industry or
line-of-business index, or peer group index constructed by the Company. The
following presentation compares the Company's common stock price from December
31, 1993 to December 31, 1998, to the S&P 500 Stock Index and a "peer group"
index created by the Company over the same period. The "peer group" index that
the Company believes is representative of its industry includes Acres Gaming,
Inc., Alliance Gaming Corporation, Anchor Gaming, GTech Holdings Corp.,
International Game Technology, Shuffle Master, Inc., Powerhouse Technologies,
Inc. (formerly know as Video Lottery Technologies, Inc.), WMS Industries, and
Silicon Gaming, Inc.
In the graph, the presentation assumes that the value of an investment in
each of the Company's common stock, the S&P 500 Index, and the two peer group
indices was $100 on December 31, 1993, and that any dividends paid were
reinvested in the same security.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
TOTAL RETURN ANALYSIS
Casino Data Systems Peer Group S&P 500
12/31/1993 $100.00 $100.00 $100.00
12/31/1994 $60.00 $61.51 $101.53
12/29/1995 $142.86 $72.35 $139.69
12/30/1996 $58.93 $95.97 $171.82
12/31/1997 $24.64 $119.93 $229.13
12/31/1998 $17.14 $123.77 $293.74
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of the date hereof, by: (i) each
person known by the Company to be the beneficial owner of more than five percent
of its common stock, (ii) each director, (iii) each executive officer for whom
disclosure is required pursuant to Item 403 of Regulation S-K and (iv) all
executive officers and directors of the Company as a group.
BENEFICIAL OWNERSHIP
(1)
-----------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------------------------------------------------------------------------------ ---------- -----------
Steven A. Weiss (2)....................................................................... 2,913,967 16.0%
Lee Lemas (3)............................................................................. 12,500 *
Howard Yenke.............................................................................. 5,000 *
Phil E. Bryan (4)......................................................................... 14,063 *
Thomas E. Gardner (5)..................................................................... 6,625 *
John F. Harvey............................................................................ 1,000 *
Franklin Resources, Inc. (6).............................................................. 1,575,000 8.7%
All current executive officers, directors and director nominees,
as a group (6 persons) (7).............................................................. 3,015,655 16.5%
- ------------------------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and includes generally voting power
and/or investment power with respect to securities. Shares of the Company's
common stock subject to options currently exercisable or exercisable within
60 days of the date hereof, are deemed outstanding for computing the
percentage ownership of the person holding such options but are not deemed
outstanding for computing the percentage ownership of any other person.
Except as otherwise indicated, the Company believes that the beneficial
owners of the common stock listed above, based on information furnished by
such owners, have sole investment and voting power with respect to such
shares, subject to community property laws where applicable, and that there
are no other affiliations among the stockholders listed in the table.
(2) The address of such person is 3300 Birtcher Drive, Las Vegas, Nevada 89118.
Includes options to purchase 135,812 shares that are exercisable within 60
days. Also includes 453,225 shares which are held by a trust for the benefit
of Mr. Weiss' spouse and 353,024 shares which are held by a trust of which
Mr. Weiss' spouse is one of the beneficiaries. Mr. Weiss disclaims
beneficial ownership of these shares.
(3) Includes options to purchase 12,500 shares that are exercisable within 60
days.
(4) Includes options to purchase 14,063 shares that are exercisable within 60
days.
(5) Includes options to purchase 5,625 shares that are exercisable within 60
days.
(6) Based on the most recent Schedule 13G filed with the Securities and Exchange
Commission on January 26, 1999, on behalf of Franklin Resources, Inc., a
holding company; Charles B. Johnson and Rupert H. Johnson, Jr., principal
shareholders of the holding company; and Franklin Advisory Services, Inc.,
an Investment Adviser. The address of such entity is 777 Mariners Island
Boulevard, San Mateo, California 94404.
8
(7) Includes options to purchase 230,500 shares that are exercisable within 60
days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(None).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) These documents are listed in the Index to Consolidated Financial Statements
and Supplementary Data in Item 8 of the Company's Form 10-K405.
(a)(2) Schedules
See Schedule attached.
(a)(3) EXHIBITS
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
3.1 Articles of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's
Registration Statement on Form SB-2 (File No. 33-59148LA)).
3.2 By-laws (incorporated herein by reference to Exhibit 3.2 of the Company's Registration Statement on Form
SB-2 (File No. 33-59148LA)).
10.1 1993 Employee Stock Option and Compensation Plan, as amended (incorporated herein by reference to Exhibit
10.9 of the Company's Registration Statement on Form SB-2 (File No. 33-59148LA)).+
10.2 1994 Non-Employee Director Option Plan (incorporated by reference to Exhibit A of the Registrant's Proxy
Statement dated June 13, 1995).+
10.3 Employment Agreement dated as of January 1, 1999 by and between the Company and Steven Weiss.+
10.4 Employment Agreement dated as of January 27, 1997 between Diana L. Bennett and Casino Data Systems
(incorporated by reference as Exhibit 10.5 to the Company's Form 10-K for the fiscal year ended December
31, 1997).+
10.5 Employment Agreement dated as of February 16, 1999 by and between the Company and Lee Lemas.+
22 Subsidiaries of the Registrant.
24.1 Consent of KPMG Peat Marwick LLP.*
27 Financial Data Schedule*
- ------------------------
+ Executive Compensatory Plan or Arrangement
* Filed with the Company's Form 10-K for the fiscal year ended December 31,
1998.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Casino Data Systems has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
CASINO DATA SYSTEMS
/s/ LEE LEMAS
-------------------------------------
By: Lee Lemas,
Chief Operating Officer,
Chief Financial Officer and
Vice President--Finance
(Principal Financial Officer)
Date: April 30, 1999
10