SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2000 Commission file number 000-05531
GERALD STEVENS, INC.
Incorporated under the Laws of the I.R.S. Employer Identification No.
State of Florida 65-0971499
P.O. Box 350526, Ft. Lauderdale, Florida 33335-0526
954/627-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(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 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 the Proxy Statement 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 Gerald Stevens, Inc. voting stock held by
nonaffiliates was approximately $29.1 million on November 15, 2000.
On November 27, 2000, 9,836,466 shares of Gerald Stevens, Inc. Common
Stock, par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
This Amendment is being filed to provide the information called for by
Items 10, 11, 12 and 13 of the Annual Report on Form 10-K of Gerald Stevens,
Inc. for the year ended August 31, 2000.
Item 10. Directors and Executive Officers of the Registrant.
Our executive officers and directors are as follows:
Name Age Position
- ---- --- --------
Steven R. Berrard 46 Chairman of the Board and Director
John G. Hall 37 Chief Executive Officer, President and Director
Gerald R. Geddis 50 President of Retail Division
Thomas W. Hawkins 39 Senior Vice President and Chief Administrative
Officer
Wayne Moor 48 Senior Vice President and Chief Financial Officer
Gregory J. Royer 42 Senior Vice President and Chief Operating Officer of
Retail Division
Andrew W. Williams 48 President and Chief Operating Officer of Order
Generation Division and Director
Robert L. Johnson 54 Director
Ruth M. Owades 52 Director
Kenneth G. Puttick 53 Director
Kenneth Royer 69 Director
Steven R. Berrard has served as a member of our board of directors
since May 1999, and as Chairman of the Board since October 1999. In 1997, Mr.
Berrard co-founded New River Capital Partners, a private equity firm with an
investment strategy focused on branded specialty retail, e-commerce and
education, and he controls New River Capital's managing general partner. Mr.
Berrard served as Co-Chief Executive Officer of AutoNation, Inc. from October
1996 until September 1999. During his tenure, AutoNation became the world's
largest automotive retailer with over 380 dealerships throughout the United
States and also owned and operated the Alamo Rent-A-Car and National Car Rental
System businesses. From September 1994 through March 1996, Mr. Berrard served as
President and Chief Executive Officer of Blockbuster Entertainment Group, a
division of Viacom Inc. and the world's largest video store operator. From
January 1993 to September 1994, Mr. Berrard served as President and Chief
Operating Officer of Blockbuster Entertainment Corporation. Mr. Berrard joined
Blockbuster in June 1987 as Senior Vice President, Treasurer and Chief Financial
Officer, and he became a director of Blockbuster in May 1989. In addition, Mr.
Berrard served as President and Chief Executive Officer and as a director of
Spelling Entertainment Group Inc., a televised and filmed entertainment producer
and distributor, from March 1993 through March 1996, and served as a director of
Viacom from September 1994 until March 1996. Mr. Berrard serves as a director of
Birmingham Steel Corporation, a steel producer, and of Boca Resorts, Inc., which
owns and operates luxury resorts, arena and entertainment facilities and a
professional sports franchise.
John G. Hall has served as our President and Chief Executive Officer
and as a Director since July 2000. Mr. Hall is also a partner in New River
Capital Partners, which he joined in December 1999. From 1993 to December 1999,
he was a principal of Allen & Company Incorporated where he provided growth
capital and investment banking services to public and private companies,
including Gerald Stevens and Gerald Stevens Retail, Inc. (Gerald Stevens Retail
merged into Gerald Stevens in April 1999). Prior to joining Allen & Company, Mr.
Hall was a Vice President of Chemical Bank, where he specialized in
restructurings and workouts from 1991 through 1993.
Gerald R. Geddis has served as President of Retail Operations since
July 2000. He served as our President, Chief Executive Officer and a Director
from May 1999 to July 2000. He co-founded Gerald
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Stevens Retail in May 1998 and served as its Chief Executive Officer and
President until its merger with us in April 1999. From 1988 to 1996, Mr. Geddis
served in various executive positions at Blockbuster Entertainment Group. He
served at Blockbuster as President from 1995 to 1996, and as Chief Operating
Officer in 1996. During his tenure at Blockbuster, Mr. Geddis was involved in
all facets of the company's operations, including worldwide store operations,
merchandising, marketing and training. For the 17 years prior to 1988, Mr.
Geddis served in various positions with Tandy Corporation.
Thomas W. Hawkins has served as our Senior Vice President and Chief
Administrative Officer since September 2000. Mr. Hawkins is also a partner at
New River Capital Partners, which he joined in January 2000. From May 1996
through December 1999, he served as Senior Vice President - Corporate
Development at AutoNation, Inc. where he was responsible for mergers and
acquisitions, business development and strategic planning for the nation's
leading automotive retail company. From 1989 until 1996, Mr. Hawkins held
various positions with Blockbuster Entertainment Group, including Executive Vice
President from 1994 through 1996, and managed legal, finance, corporate
relations and information services.
Wayne Moor has served as our Senior Vice President and Chief Financial
Officer since October 2000. From January 2000 until joining Gerald Stevens, he
was Chief Executive Officer of Onloan.com, where he led the transformation of
the internet start-up into a data integration and software company. From
February 1997 through January 2000, Mr. Moor was Executive Vice President and
Chief Financial Officer for US Diagnostics, Inc., a public company that operated
over 120 medical imaging locations in 20 states. In 1996, Mr. Moor was an
independent accounting consultant. Mr. Moor, who is a certified public
accountant, began his career with Arthur Andersen LLP. He has also held senior
financial positions with large savings and loan associations, a real estate
investment trust, and a real estate development company.
Gregory J. Royer has served as our Senior Vice President and Chief
Operating Officer of our Retail Division since May 2000. Prior to that, Mr.
Royer served as our senior vice president of retail operations since May 1999.
Prior to joining Gerald Stevens, Mr. Royer served as the president of Royer's
Flowers, one of the largest and most profitable retail floral chains in the
country. Gerald Stevens Retail acquired Royer's Flowers from Mr. Royer and his
family in October 1998. Under Mr. Royer's leadership, Royer's Flowers grew to
operate 36 retail locations.
Andrew W. Williams has served as President and Chief Operating Officer
of our Order Generation Division since July 2000 and as a member of our board of
directors since December 1988. Mr. Williams served as Chairman of the Board of
Directors from November 1992 until April 1999 and as Chief Executive Officer
from September 1994 until April 1999. Since 1978, Mr. Williams has been a
certified public accountant practicing principally in Vero Beach, Florida. He
has served as President and Director of Confidential Investment Services, Inc.,
a privately owned investment company, since April 1999.
Robert L. Johnson has served as a member of our board of directors
since October 1999. In 1980, Mr. Johnson founded BET Holdings, Inc., a
diversified media holding company that owns Black Entertainment Television. He
has served as BET's Chairman and Chief Executive Officer since March 1996, and
prior to that, also as its President. Mr. Johnson is also Chairman and President
of District Cablevision, Inc., a cable operator in the District of Columbia. He
is a director of U.S. Airways Group, Inc., Hilton Hotels Corp. and General
Mills, Inc.
Ruth M. Owades has served as a member of our board of directors since
August 1999 following our acquisition of Calyx & Corolla, Inc. Ms. Owades
founded Calyx & Corolla in 1988 and has served as its Chief Executive Officer
since that time. Ms. Owades has served as a director of Providian Financial
Corp. from May 1998 until present and of J. Jill Group, Inc. from June 1997
until present.
Kenneth G. Puttick has served as a member of our board of directors
since January 1995. Mr. Puttick is President and owner of Tiffany Scott Cadillac
in Vero Beach, Florida. Mr. Puttick has been in the retail automobile business
since 1968. Mr. Puttick also has owned and operated several retail and real
estate businesses.
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Kenneth Royer has served as a member of our board of directors since
May 1999. Prior to joining Gerald Stevens Retail in October 1998, Mr. Royer was
a consultant in the floral industry. For over 40 years, Mr. Royer was Chairman
of the Board of Directors of Royer's Flowers, a privately owned floral retailer.
Founded in 1945, Royer's Flowers, by 1998, had become one of the five largest
florists in the United States with 35 locations in central Pennsylvania. Mr.
Royer has served as Chairman of the Retail Council of the Society of American
Florists, and also has served as director of the Society of American Florists.
Mr. Royer also has served as Chairman of the American Florists Marketing Council
and as Treasurer of the American Florists Endowment. A regular speaker at
national florist conventions, Mr. Royer writes a regular column for The Florist
Review entitled "Royer on Retailing" and in 1998 authored a book on the floral
industry entitled Retailing Flowers Profitably.
Kenneth Royer is the father of Gregory J. Royer.
Item 11. Executive Compensation
Summary Compensation Table. The following Summary Compensation
Table contains information concerning the compensation of (a) Gerald R. Geddis,
who served as Chief Executive Officer through July 17, 2000; (b) John G. Hall,
who has served as Chief Executive Officer since July 17, 2000; and (c) our other
three executive officers who were serving as such at the end of our 2000 fiscal
year. Information that is not applicable or not required under the rules of the
Securities and Exchange Commission ("SEC") has been omitted from the Summary
Compensation Table.
Annual Compensation Long-Term Compensation
- ----------------------------------------------------------------------------- -----------------------------
No. of Shares
Other Underlying All
Name and Principal Fiscal Annual Options Other
Position Year Salary Bonus Compensation Granted Compensation
-------- ---- ------ ----- ------------ ------- ------------
Gerald R. Geddis (a) 2000 $150,000 $ 0 $ 0 20,000 $ 0
President of Retail 1999 50,000 0 0 0 0
Division and Former 1998 -- -- -- -- --
Chief Executive
Officer
John G. Hall (b) 2000 17,789 0 0 70,000 0
Chief Executive 1999 -- -- -- -- --
Officer, President 1998 -- -- -- -- --
and Director
Adam D. Phillips(c) 2000 132,692 0 0 8,000 1,471(f)
Senior Vice 1999 33,333 0 0 0 0
President, 1998 -- -- -- -- --
Chief Administrative
Officer, Secretary
and Director
Gregory J. Royer (c) 2000 154,615 10,000 0 17,000 64,401(g)
Senior Vice 1999 46,154 0 0 0 0
President and Chief 1998 -- -- -- -- --
Operating Officer of
Retail Division
Andrew W. Williams(d) 2000 16,154 0 0 50,000 50,000(h)
President and Chief 1999 81,729 53,818 3,200(e) 0 2,042(f)
Operating Officer of 1998 127,042 20,000 4,800(e) 0 2,856(f)
Order Generation
Division and Director
(a) Mr. Geddis became President and Chief Executive Officer on May
1, 1999 upon completion of the merger with Gerald Stevens
Retail, and served as such through July 17, 2000, at which
time he became President of the Retail Division. No
information is provided for periods prior to May 1, 1999,
because Mr. Geddis was not employed by Gerald Stevens prior to
such date.
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(b) Mr. Hall became President and Chief Executive Officer on July
17, 2000.
(c) Messrs. Phillips and Royer became senior vice presidents on
May 1, 1999 upon completion of our merger with Gerald Stevens
Retail. No information is provided for periods prior to May 1,
1999, because Messrs. Phillips and Royer were not employed by
Gerald Stevens prior to such date.
(d) Mr. Williams served as President and Chief Executive Officer
through April 30, 1999. He was not an employee of Gerald
Stevens from May 1, 1999 through July 17, 2000. On July 17,
2000, Mr. Williams became President and Chief Operating
Officer of the Order Generation Division.
(e) Represents payments made for a company-provided vehicle.
(f) Represents company-matching contributions under a 401(k) plan.
(g) Represents reimbursement of relocation expenses and $656 in
company-matching contributions under a 401(k) plan.
(h) Represents consulting fees paid for services from April 1,
2000 through July 17, 2000.
Stock Options. The following table contains information
concerning stock options granted in our 2000 fiscal year, including the
potential realizable value of each grant assuming that the market value of the
common stock were to appreciate from the date of grant to the expiration of the
option at annualized rates of (a) 5% and (b) 10%, in each case compounded
annually over the term of the option. The assumed rates of appreciation shown in
the table have been specified by the Securities and Exchange Commission for
illustrative purposes only and are not intended to predict future stock prices,
which will depend upon various factors, including market conditions and future
performance and prospects.
Options become exercisable at the time or times determined by
the Compensation Committee of our Board of Directors. The options shown below
become exercisable in four equal annual installments beginning one year after
the date of grant, except for the options that expire on May 25, 2010, which
become exercisable in four equal annual installments beginning on the date of
grant. All of the options shown below have purchase prices equal to the fair
market value of our common stock on the date of grant.
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
FY 2000 Grants for Option Term
----------------------------------------------------------------- ----------------------------
No. of % of Total
Shares Options
Underlying Granted to Purchase
Options Employees in Price Expiration
Name Granted(a) FY 2000 ($/Share) (a) Date 5% 10%
- -------------------- ---------- ---------- ---------------- ----------- --------- ---------
Gerald R. Geddis 20,000 4.0% $7.50 8/2/10 $244,334 $389,061
John G. Hall 70,000 14.1% 6.25 7/6/10 712,641 1,134,762
Adam D. Phillips 8,000 1.6% 10.00 5/25/10 130,312 207,499
Gregory J. Royer 12,000 2.4% 10.00 5/25/10 195,467 311,249
5,000 1.0% 7.50 8/2/10 61,084 97,265
Andrew W. Williams 50,000 10.0% 6.25 7/6/10 509,030 810,545
- ----------------
(a) As adjusted to give effect to the one-for-five reverse split of our common
stock on November 14, 2000.
The following table contains information concerning stock
options exercised in our 2000 fiscal year, including the "value realized" upon
exercise (the difference between the total purchase price of the options
exercised and the market value, on the date of exercise, of the shares
acquired), and the value of unexercised "in-the-money" options held on August
31, 2000 (the difference between the aggregate purchase price of all such
options held and the market value of the shares covered by such options on
August 31, 2000).
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Option Exercises in FY 2000 and Option Values at 8/31/00 (a)
---------------------------------------------------------------------------------------------
No. of Shares Underlying Value of Unexercised
No. of Shares Unexercised Options on In-the-Money Options on
Acquired on 8/31/00 8/31/00
Name Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------- ----------------- --------------------------- -----------------------------
Gerald R. Geddis 0 $0 6,350 / 16,350 $0 / $0
John G. Hall 0 $0 0 / 70,000 $0 / $0
Adam D. Phillips 0 $0 8,075 / 24,225 $0 / $0
Gregory J. Royer 0 $0 6,682 / 19,032 $0 / $0
Andrew W. Williams 5,000 $136,625 0 / 50,000 $0 / $0
- ----------------
(a) As adjusted to give effect to the one-for-five reverse split of our common
stock on November 14, 2000.
We have no long-term incentive plan, pension plan or other plan as
defined by the rules and regulations of the SEC except for our option plans.
Employment Agreements. We have employment agreements with Messrs.
Geddis, Moor and Gregory Royer and Ms. Owades. Mr. Geddis's employment agreement
provides for an annual base salary of $150,000. In addition, Mr. Geddis will be
eligible for an annual bonus of up to 20% of base salary, based on the
achievement of certain corporate goals and objectives. If Mr. Geddis is
terminated "without cause" or if he elects to terminate employment for "good
reason," in each case as defined in the employment agreement, then he would be
entitled to continue to receive the base salary and bonus through the end of the
employment term, and all unvested stock options would automatically vest on the
date of termination and would be exercisable in full. He is also subject to
confidentiality obligations as well as to non-compete and non-solicitation
covenants during the term of employment and for two years thereafter. Mr.
Geddis's employment agreement expires on December 31, 2000.
The employment agreements with Ms. Owades and Messrs. Moor and Gregory
Royer are on substantially the same terms as Mr. Geddis's employment agreement,
except that (a) the annual base salaries are $185,000 for Ms. Owades, $160,000
for Mr. Royer and $225,000 for Mr. Moor; (b) the expiration dates are July 30,
2001 for Ms. Owades' agreement, March 31, 2002 for Mr. Royer's agreement, and
October 23, 2002 for Mr. Moor's agreement; and (c) upon termination "without
cause" or for "good reason," the payments to Mr. Royer would consist of his base
salary (but not his bonus) through the shorter of the end of the employment term
or one year.
We have Confidentiality and Noncompete Agreements with Messrs. Hall,
Hawkins and Williams, which provide for confidentiality obligations and
non-compete and non-solicitation covenants that are similar to those contained
in the employment agreements described above.
Directors' Compensation. Under the compensation program for nonemployee
directors, each nonemployee director receives (a) an annual retainer of $20,000;
(b) an additional $1,000 for each board meeting in excess of four meetings per
year; (c) $750 for each committee meeting attended (except that committee chairs
receive $1,000 per committee meeting); and (d) an annual grant of options to
purchase up to 2,500 shares of common stock at the fair market value of the
stock on the date of grant. The annual retainer and meeting fees may be paid in
cash or our common stock.
Nonemployee directors are reimbursed for expenses they incur in
attending board of directors and committee meetings.
Ownership and Transactions Reports. Under Section 16 of the Securities
Exchange Act of 1934, our directors, certain officers, and beneficial owners of
more than 10% of our outstanding common stock are required to file reports with
the Securities and Exchange Commission concerning their ownership of
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and transactions in our common stock; such persons are also required to furnish
us with copies of such reports. Based solely upon the reports and related
information furnished to us, we believe that all such filing requirements were
complied with in a timely manner during and with respect to our 2000 fiscal
year.
Compensation Committee Interlocks and Insider Participation. Messrs.
Johnson, Puttick and Williams served as members of the Compensation Committee in
our 2000 fiscal year. Mr. Williams has served as President and Chief Operating
Officer of our Order Generation Division since July 2000. Mr. Williams served as
Chief Executive Officer from September 1994 until April 1999.
Item 12. Security Ownership of Management and Others
The following table sets forth the shares of our common stock
beneficially owned, directly or indirectly, on December 1, 2000, by (1) each
person that we know to beneficially own more than 5% of our outstanding common
stock, (2) each current director and nominee, (3) each of the executive officers
named in the Summary Compensation Table and (4) all directors, nominees and
executive officers as a group. The table also includes shares that the
individuals have the right to acquire within 60 days pursuant to outstanding
options. Unless otherwise indicated, the address of each party is 1800 Eller
Drive, Suite 300, Fort Lauderdale, Florida 33316, our principal business
address.
Shares of Common Stock
Beneficial Owner Beneficially Owned Percent
---------------- ------------------ -------
New River Capital Partners, L.P.......................... 1,478,303 15.0%
100 S.E. Third Avenue
Ft. Lauderdale, Florida 33394
Gerald R. Geddis (1)..................................... 596,751 6.0%
John G. Hall (2)......................................... 51,828 *
Adam D. Phillips (3)..................................... 105,600 1.1%
Gregory J. Royer (4)..................................... 133,074 1.4%
Andrew W. Williams (5)................................... 90,533 *
Steven R. Berrard (6).................................... 1,505,104 15.3%
Robert L. Johnson (7).................................... 125 *
Ruth M. Owades (8)....................................... 73,295 *
Kenneth G. Puttick (9)................................... 231,000 2.3%
Kenneth Royer (10)....................................... 11,191 *
All Directors and Executive Officers as a Group (11)..... 2,822,340 28.3%
* Indicates less than 1%
(1) Includes 6,350 shares of our common stock subject to options that are
exercisable within 60 days.
(2) Includes 40,000 shares of our common stock subject to options that are
exercisable within 60 days and 6,179 shares of our common stock subject
to warrants that are exercisable within 60 days.
(3) Includes 14,150 shares of our common stock subject to options that are
exercisable within 60 days.
(4) Includes 7,357 shares of our common stock subject to options that are
exercisable within 60 days.
(5) Includes 17,177 shares of our common stock held for the benefit of Mr.
Williams' children; 7,077 shares owned by Mr. Williams' wife; 432
shares owned by Mr. Williams' son; 14,403 shares owned by Williams
Family Foundation, of which Mr. Williams is president and director; and
15,400 shares owned by Confidential Investment Services, Inc., of which
Mr. Williams is sole owner, president and director.
(6) Consists of 1,478,303 shares of our common stock owned by New River
Capital Partners, 24 shares owned by SRB Investments, Inc., and 26,778
shares subject to warrants that are exercisable within 60 days. Mr.
Berrard controls and beneficially owns his interests in New River
Capital Partners and SRB Investments indirectly through other entities;
Mr. Berrard disclaims beneficial ownership of these shares except to
the extent of any pecuniary interest.
(7) Consists of 125 shares of our common stock subject to options that are
exercisable within 60 days.
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(8) Includes 1,000 shares subject to options that are exercisable within 60
days, and 1,068 shares subject to options owned by her husband that are
exercisable within 60 days.
(9) Includes 127,400 shares held by Puttick Enterprises, of which Mr.
Puttick is President, director and owner. Includes 12,000 shares of our
common stock subject to options that are exercisable within 60 days.
(10) Includes 1,784 shares of our common stock subject to options that are
exercisable within 60 days.
(11) Includes 110,384 shares of our common stock subject to options that are
exercisable within 60 days and 41,196 shares subject to warrants that
are exercisable within 60 days.
Item 13. Certain Relationships and Related Transactions
In connection with our acquisition of Royer's Flower Shops, we assumed
five leases that were entered into in July 1994 between Royer's Flower Shops, as
tenant, and Kenneth Royer and his spouse, as landlord. The leases are for retail
flower shops we own and operate in central Pennsylvania. The aggregate annual
rent payable by us to Mr. and Mrs. Royer for the leases is approximately
$260,000. We believe that each of the leases is on terms no less favorable than
could be obtained from third parties for comparable retail space in the same
markets.
In September 2000, we sold four properties to a company controlled by
Mr. Berrard for aggregate consideration of $2.0 million. We simultaneously
leased back one of such properties for a ten-year term at $115,000 per year plus
annual adjustments based on the consumer price index. We believe the terms of
these transactions are no less favorable than we could have obtained from third
parties for comparable retail space in the same market. We also assigned to the
purchaser company contracts with a third party to purchase three of the
properties, and we agreed to continue to market the fourth property. We will
receive any gain, and pay for any loss, resulting from any sale of the
properties to a third party pursuant to any contract signed prior to December
31, 2000 (including the contracts assigned to the purchaser company).
In connection with Amendment No. 3 to Amended and Restated
Credit Agreement with our primary lender, we issued three-year warrants for 10%
of our common stock on a diluted basis at an exercise price of $.01 per share.
If we repay all borrowings under the credit agreement prior to June 30, 2001,
75% of the warrants will terminate, and if we repay all borrowings prior to
December 31, 2001, 50% of the warrants will terminate. Pursuant to a
participation agreement, Messrs. Berrard, Hall and Hawkins were required to
participate in $1.0 million of the $7.0 million working capital line provided by
the Amendment and received a proportionate share of the warrants.
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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 Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
GERALD STEVENS, INC.
By /s/ W. Moor
------------------------------
W. Moor
(Senior Vice President and
Chief Financial Officer)
Date: December 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 28, 2000.
Signature Title
--------- -----
/s/ J. Hall President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ R. Johnson }
/s/ R. Owades }
/s/ K. Puttick } Directors
/s/ K. Royer }
/s/ A. Williams }
/s/ W. Moor Senior Vice President
--------------------- (Principal Financial Officer)
(W. Moor)
/s/ E. Baker Vice President and Controller
-------------------- (Principal Accounting Officer)
(E. Baker)
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