<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K/A
Amendment No. 1 to
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _________________
Commission File #0-26922
COAST RESORTS , INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0345704
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4500 WEST TROPICANA ROAD, LAS VEGAS, NEVADA 89103
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 365-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 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. ____
The number of shares of the Registrant's Common Stock outstanding as of
March 1, 1998 was 1,494,352.94. The aggregate market value of the Common Stock
held by non-affiliates of the Registrant, was $59,864,765 as of March 27, 1998.
<PAGE>
This Form 10-K/A amendment to Annual Report on Form 10-K is filed to include
the information required in Part III.
PART III
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT.
--------------------------------------------------
The following tables set forth the names and ages of the directors and
executive officers of the Company, their respective positions and the expiration
dates of their respective terms.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Term as a
Director
Name Age Position(s) Held Expires
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
F. Michael Corrigan 62 Director 1998
Charles Silverman 65 Director 1998
Joseph Blasco 54 Director 1998
Michael J. Gaughan 55 Director, Chairman of the Board 2000
and Chief Executive Officer
Harlan D. Braaten 47 Director, President and Chief 2000
Operating Officer
Jerry Herbst 59 Director, Vice President, Treasurer 1999
and Assistant Secretary
J. Tito Tiberti 52 Director, Vice President and Secretary 1999
Gage Parrish 44 Director, Vice President, Chief Financial 2000
Officer and Assistant Secretary
</TABLE>
MICHAEL J. GAUGHAN. Mr. Gaughan has been a director of the Company since its
formation in September 1995 and is the Chairman of the Board and Chief
Executive Officer of the Company. He is also a director and Chairman of the
Board and Chief Executive Officer of Coast Hotels and Casinos, Inc. ("Coast
Hotels") and a director and President of Coast West, Inc. ("Coast West"), both
subsidiaries of the Company. Mr. Gaughan was a general partner of the Barbary
Coast Hotel and Casino, a Nevada partnership (the "Barbary Coast Partnership"),
from its inception in 1979 until January 1, 1996, the effective date of the
reorganization (the "Reorganization") in which the Barbary Coast Partnership and
the Gold Coast Hotel and Casino, a Nevada limited partnership (the "Gold Coast
Partnership" and, together with the Barbary Coast Partnership, the "Predecessor
Partnerships"), were consolidated and reorganized pursuant to an Agreement and
Plan of Reorganization, as supplemented and amended, entered into among each of
the Predecessor Partnerships, Gaughan-Herbst, Inc., the sole general partner of
the Gold Coast Partnership, and the Company. Mr. Gaughan served as the managing
general partner of the Gold Coast Partnership from its inception in December
1986 until the effective date of the Reorganization. Mr. Gaughan and Mr. Herbst
were the sole shareholders of Gaughan-Herbst, Inc., which was the sole corporate
general partner of the Gold Coast Partnership prior to the Reorganization. Mr.
Gaughan has been involved in the gaming industry since 1960 and has been
licensed as a casino operator since 1967.
2
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HARLAN D. BRAATEN. Mr. Braaten joined the Company as the President, Chief
Financial Officer and a director in October 1995, and was appointed Chief
Operating Officer in February 1996. Mr. Braaten is also the President and Chief
Operating Officer of Coast Hotels. Prior to joining the Company, Mr. Braaten
was employed in various capacities, including the general manager and, most
recently, senior vice president, treasurer and chief financial officer of Rio
Hotel & Casino, Inc. in Las Vegas. From March 1989 to February 1991, Mr.
Braaten was vice president, finance of MGM/Marina Hotel and Casino in Las Vegas,
Nevada. Prior thereto, from November 1983 to March 1989, Mr. Braaten was
property controller for Harrah's in Reno, Nevada. Mr. Braaten has over 18 years
of experience in the Nevada gaming market.
JERRY HERBST. Mr. Herbst has been a director, Vice President, Treasurer and
Assistant Secretary of the Company since its formation in September 1995. He is
also a director and Vice President, Treasurer and Assistant Secretary of Coast
Hotels and of Coast West. Mr. Herbst has been the president of Terrible Herbst
Oil Company, an owner and operator of gas stations and car washes, since 1959.
Mr. Herbst and Mr. Gaughan were the only shareholders of Gaughan-Herbst, Inc.,
which was the sole corporate general partner of the Gold Coast Partnership prior
to the effective date of the Reorganization. Mr. Herbst has served as a member
of the board of directors of Bank of America since 1977 and of Nevada Power
Company since 1990.
J. TITO TIBERTI. Mr. Tiberti has been a director, Vice President and
Secretary of the Company since its formation in September 1995. He is also a
director and Vice President and Secretary of Coast Hotels and of Coast West.
Mr. Tiberti is the president, a director and a shareholder of, and together with
his immediate family controls, J. A. Tiberti Construction Company, Inc.
("Tiberti Construction"), a construction company which served as the general
contractor for the construction of The Orleans Hotel and Casino. He has also
served as managing partner of The Tiberti Construction Company, a real estate
rental and development company, since 1971. The Tiberti Company is the lessor
of the real property site for The Orleans. Mr. Tiberti has been involved in the
gaming industry for 19 years and was a general partner of the Barbary Coast
Partnership prior to the effective date of the Reorganization.
GAGE PARRISH. Mr. Parrish was named Vice President, Finance, Assistant
Secretary and a director of the Company and Coast Hotels in October 1995 and was
promoted to Chief Financial Officer in February 1996. Since 1986, he had been
the Controller and Chief Financial Officer of the Gold Coast Partnership prior
to the effective date of the Reorganization. From 1981 to 1986, Mr. Parrish
served as Assistant Controller of the Barbary Coast Partnership. Mr. Parrish is
a certified public accountant and has approximately 18 years experience in the
gaming industry.
F. MICHAEL CORRIGAN. Mr. Corrigan was elected as a director of the Company
and Coast Hotels effective as of March 1, 1996. Since July 1989, Mr. Corrigan
has served as the chief executive officer of Corrigan Investments, Inc., which
owns and manages real estate in Nevada and Arizona. In addition, Mr. Corrigan
is the chief executive officer of Corstan, Inc., a mortgage servicing company,
and was previously the owner, president and chief operating officer of Stanwell
Mortgage, a Las Vegas mortgage company.
CHARLES SILVERMAN. Mr. Silverman was elected as a director of the Company and
Coast Hotels effective as of March 1, 1996. Mr. Silverman is the president and
sole stockholder of Yates-Silverman, Inc., which specializes in developing
theme-oriented interiors and exteriors and is a leading designer of hotels and
casinos. Completed projects of Yates-Silverman, Inc. include New York, New
York, Excalibur, Circus Circus, Luxor, the Trump Taj Mahal, Trump Castle, and
Atlantic City Showboat. Yates-Silverman, Inc. worked on The Orleans. Mr.
Silverman has served as the president of Yates-Silverman, Inc. since its
inception in 1971.
JOSEPH BLASCO. Mr. Blasco was elected as a director of the Company and Coast
Hotels effective as of December 16, 1996. Since 1984, Mr. Blasco has been a
partner in the real estate development partnership which developed in the
Spanish Trail community in Las Vegas, a project which includes over 1,200 homes,
a 27-hole golf course and a country club. Mr. Blasco is currently the General
Manager of United Realty Investments, a property management company in Las
Vegas.
Directors of the Company who are also employees of the Company receive no
compensation for service on the Company's Board of Directors or its committees.
All other directors receive an annual director's fee of $24,000, payable
quarterly in arrears. Directors may also be reimbursed for out-of-pocket
expenses incurred in connection with attending Board of Director or committee
meetings.
3
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BOARD OF DIRECTORS AND COMMITTEES TO THE BOARD
The Board of Directors held ten regular meetings during 1997. During 1997,
each director attended at least 75% of the aggregate number of meetings of the
Board and the respective Committees on which he served while a member thereof.
The Board of Directors has two standing committees: the Audit Committee and the
Compensation Committee.
The Audit Committee, which was established in March, 1996, consisted of
Messrs. Corrigan and Blasco. The Audit Committee held two meetings during the
year 1997. The Audit Committee has responsibility for consulting with the
Company's officers regarding the appointment of independent public accountants
as auditors, discussing the scope of the auditor's examination and reviewing
annual financial statements, related party transactions, potential conflict
situations and corporate accounting policies.
The Compensation Committee, which was established in July, 1996, consisted of
Messrs. Corrigan, Silverman and Blasco in 1997. The Compensation Committee held
one meeting during the year 1996. No member of the Committee is a former or
current officer or employee of the Company or any of its subsidiaries. The
functions performed by the Compensation Committee include oversight of executive
compensation, review of the Company's overall compensation programs, and
administration of certain of the Company's incentive compensation programs.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
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 its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, with respect to the
fiscal year ended December 31, 1997, all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners were
complied with, except that reports covering one transaction were filed late by
each of Messrs. Gaughan and Herbst.
4
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The following table sets forth all compensation paid by the Predecessor
Partnerships and the Company during 1995, 1996 and 1997 to each executive
officer (the "Named Executive Officers") whose compensation exceeded $100,000
(or would have exceeded $100,000 had such person been employed for the full
year), in all capacities in which they served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ------------------------------------------ ---- ---------------------- ------------ ---------------
<S> <C> <C> <C> <C>
Michael J. Gaughan........................ 1997 $300,000 $ -- $ 4,750
Partner, Gold Coast Partnership and 1996 300,000 195,000 4,750(3)
Barbary Coast Partnership (1995); 1995 -- -- 628,000(5)
Chairman of the Board and Chief
Executive Officer of the Company
Harlan D. Braaten......................... 1997 $250,000 $250,000(4) $ 4,750
President and Chief Operating Officer, 1996 250,000 162,500 --
the Company(1) 1995 34,406(1) -- --
Gage Parrish.............................. 1997 $200,000 $ -- $ 4,750
Chief Financial Officer, Gold Coast 1996 150,000 52,500 3,040(3)
Partnership and the Company(2) 1995 128,741 25,000 3,840(3)
</TABLE>
(1) Mr. Braaten joined the Company in October 1995 as President and Chief
Financial Officer of the Company and Coast Hotels. Mr. Braaten was appointed
as Chief Operating Officer of the Company and Coast Hotels in February 1996.
(2) Mr. Parrish served as Vice President, Finance and Controller of the Company
and Coast Hotels from September 1995 to February 1996, Mr. Parrish was named
Chief Financial Officer of the Company and Coast Hotels.
(3) The amount reflects matching contributions paid to the Company's 401(k)
Profit Sharing Plan and Trust.
(4) Pursuant to the employment agreement with Harlan Braaten described below,
Mr. Braaten received a bonus of $250,000 because Coast Resorts had not made
a public offering of its common stock by December 31, 1997.
(5) Amounts shown include guaranteed payments paid to Michael J. Gaughan under
the partnership agreements of the Barbary Coast Partnership and the Gold
Coast Partnership. Mr. Gaughan received no compensation from the Predecessor
Partnerships except as set forth above, although Mr. Gaughan participated
pro rata with the other partners in the distributions made by the
Predecessor Partnerships.
CERTAIN EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Mr. Braaten pursuant to which Mr.
Braaten is entitled to receive a minimum base salary of $250,000. In addition,
in the event of a termination of Mr. Braaten's employment other than for
failure to comply with Nevada gaming regulations or his arrest on a felony
offense, Mr. Braaten will be entitled to receive a severance payment in an
amount equal to one year's base salary plus any pro rata bonus payment to which
he is entitled. The agreement also provides that in the event the Company makes
an initial public offering of the common stock of the Company, Mr. Braaten will
receive an option to acquire a number of shares of such common stock of the
Company equal to two percent of the Company's common stock issued and
outstanding (giving effect to the initial public offering) at the initial public
offering price. The option, if granted, will be vested as of the initial public
offering date with respect to one-third of the shares covered thereby, and will
vest with respect to one-third of the shares covered thereby on each of the
first and second anniversaries of the initial public offering. Mr. Braaten's
employment agreement further provides that if Messrs. Gaughan and Herbst cease
to own in the aggregate at least five percent of the outstanding stock of the
Company, then Mr. Braaten will be entitled to receive $250,000 from the Company
if he is terminated by the Company within six months after the date on which the
collective ownership of Company stock by Messrs. Gaughan and Herbst is less than
five percent of the outstanding stock.
5
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Until June 1996, the Company did not have a compensation committee or other
committee of the Board of Directors performing equivalent functions. During the
fiscal year ended December 31, 1995, the compensation paid to Michael J. Gaughan
was the same determined pursuant to the terms of the partnership agreements of
the Predecessor Partnerships. The compensation paid to Messrs. Gaughan, Braaten
and Parrish in fiscal years 1996 and 1997 was determined by the Board of
Directors of the Company. All subsequent and future compensation determinations
with respect to the Named Executive Officers were recommended by the
Compensation Committee and voted upon by those members of the Board of Directors
who are not Named Executive Officers.
BONUS PLAN
In fiscal 1996, the Company established a bonus plan designed to reward
executive officers and other key employees for their contributions to the
Company's business objectives and operating results. Bonuses may be awarded in
the discretion of the Board of Directors based upon achievement of financial
targets established by the Board of Directors on an annual basis, and generally
will be equal to a percentage of the recipient's base salary, depending on the
target achieved.
RETIREMENT PLAN
The Company maintains a defined contribution (401(k)) plan for its employees.
All employees not covered by the collective bargaining agreements are eligible
to participate. The employees may elect to defer up to 15% of their annual
compensation, subject to statutory limits. The Company makes matching
contributions of 50% of the first 6% of the employees' contribution. The
Company's contribution expense for the plan was approximately $1,176,000 and
$842,000 for the years ended December 31, 1996 and 1997, respectively. In
addition to the Company's 401(k) contributions, the Company contributes to
multi-employer plans under the collective bargaining agreements at the Barbary
Coast. The amount contributed for 1996 and 1997 was approximately $274,000 and
$313,000, respectively.
6
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------
The following table sets forth certain information regarding the beneficial
ownership of the common stock of the Company as of April 13, 1998 (i) each
person who, to the Company's knowledge, owns more than 5% of the outstanding
common stock, (ii) each director of the Company, (iii) each other person named
in the Summary Compensation Table below and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
NAME(1) SHARES PERCENTAGE
- ------- --------- ----------
<S> <C> <C>
Michael J. Gaughan 447,576.04 29.95%
Jerry Herbst 255,738.08 17.11%
Jimma Lee Beam 104,529.41 6.99%
Franklin Toti 99,776.47 6.68%
J. Tito Tiberti 92,826.47(2) 6.21%
Harlan D. Braaten -- --
Gage Parrish -- --
Joseph Blasco -- --
F. Michael Corrigan 3,263.24 .22%
Charles Silverman -- --
All directors and executive officers as a group
(8 persons) 799,403.83 53.49%
</TABLE>
____________________________________
(1) The address of Messrs. Gaughan and Toti is 4500 West Tropicana Avenue, Las
Vegas, Nevada 89103. The address of Mr. Herbst is 5195 Las Vegas Boulevard
South, Las Vegas, Nevada 89119. The address of Mr. Tiberti is 1806 South
Industrial Road, Las Vegas, Nevada 89102. The address of Ms. Beam is 2409
Windjammer Way, Las Vegas, Nevada 89107. The address of Mr. Corrigan is 4100
West Flamingo Road, Las Vegas, Nevada 89103.
(2) Includes 3,475 shares held by Mr. Tiberti's daughter, as to which Mr.
Tiberti disclaims beneficial ownership.
There is no public market for the Company's common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
The Company maintains numerous racetrack dissemination contracts with Las
Vegas Dissemination Company, Inc. ("LVD"). John Gaughan, Michael J. Gaughan's
son, is the president and sole shareholder of LVD. LVD provides certain
dissemination and pari-mutuel services to the Gold Coast, Barbary Coast and The
Orleans. LVD has been granted a license by the Nevada Gaming Authorities to
disseminate live racing for those events and tracks for which it contracts and
has been granted the exclusive right to disseminate all pari-mutuel services
and race wire services in the State of Nevada. Under these dissemination
contracts, the Company pays to LVD an average of 3% of the wagers accepted for
races held at the racetracks covered by the respective contracts. The Company
also pays to LVD a monthly fee for race wire services. For the fiscal year
ended December 31, 1997, the Company incurred expenses payable to LVD of
approximately $1.1 million. The terms on which such services are provided are
regulated by the Nevada Gaming Authorities.
7
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Tiberti Construction served as the general contractor for the original
construction of the Gold Coast and for certain expansions thereof, and for the
original construction of the Barbary Coast and all expansions thereof. Tiberti
Construction was also the general contractor for the construction of The Orleans
and for the Phase II expansion in 1997. Tiberti Construction entered into a
guaranteed maximum price contract with the Company for the construction of
buildings and site improvements for a price not to exceed $100.0 million. This
amount was subsequently modified by the parties to $112.5 million. J. Tito
Tiberti owns approximately 6.7% of the outstanding common stock of Coast
Resorts, and is a director, Vice President and Secretary of the Company and
Coast Hotels and a director of Coast West. Mr. Tiberti is the president, a
director and shareholder of, and together with his immediate family members,
controls Tiberti Construction. For the year ended December 31, 1997 Coast Hotels
and Casinos, Inc. incurred expenses payable to Tiberti Construction of
approximately $26.2 million.
The Company has entered into a lease with The Tiberti Company, a Nevada
general partnership, with respect to the real property on which The Orleans is
located. Mr. Tiberti, a director of the Company and a director and shareholder
of Coast Resorts, is the managing partner of The Tiberti Company. For the
fiscal year ended December 31, 1997, the Company paid rental expenses to The
Tiberti Company of approximately $2.1 million.
Michael J. Gaughan, Franklin Toti and Leo Lewis are the owners of LGT
Advertising, which serves as the advertising agency for the Gold Coast, the
Barbary Coast and The Orleans. LGT Advertising purchases advertising for the
Company's casinos from third parties and passes any discounts directly through
to the Company. LGT Advertising receives no compensation or profit for such
activities, and invoices the Company for actual costs incurred. LGT Advertising
uses the Company's facilities and employees in rendering its services, but does
not pay any compensation to the Company for such use. None of Messrs. Gaughan,
Toti or Lewis receives any compensation from LGT Advertising. For the fiscal
year ended December 31, 1997, Coast Hotels and Casinos, Inc. incurred expenses
payable to LGT Advertising of approximately $7.5 million.
The Company has purchased certain of its equipment and inventory for its
respective operations from RJS, a Nevada corporation that is owned by Michael J.
Gaughan's father and Steven Delmont, the Company's restaurant manager ("RJS").
RJS invoices the Company for actual costs incurred. For the fiscal year ended
December 31, 1997, the company incurred expenses payable to RJS of approximately
$1.4 million.
Michael J. Gaughan is the majority shareholder of Nevada Wallboards, Inc., a
Nevada corporation ("Nevada Wallboards"), which prints wallboards and parlay
cards for the use in the Company's race and sports books. Mr. Gaughan receives
no compensation from Nevada Wallboards. The Company expects to continue to
purchase wallboards and parlay cards from Nevada Wallboards. For the fiscal
year ended December 31, 1997, Coast Hotels and Casinos, Inc. incurred expenses
payable to Nevada Wallboards of approximately $198,000.
Charles Silverman, a director of the Company and Coast Hotels is the president
of Yates-Silverman, Inc., which has been retained by the Company as the designer
of The Orleans. For the fiscal year ended December 31, 1997, Coast Hotels and
Casinos, Inc. incurred expenses payable to Yates-Silverman of $176,500.
The foregoing transactions are believed to have been on terms no less
favorable to Coast Hotels and Casinos, Inc. than could have been obtained from
unaffiliated third parties and were approved by a majority of the disinterested
directors of the Company. Any future transactions between the Company and its
officers, directors, principal shareholders or affiliates will be on terms no
less favorable to the Company than may be obtained from unaffiliated third
parties, and will be approved by a majority of the disinterested directors of
the Company.
8
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SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Las Vegas, State of Nevada, on May 21, 1998.
COAST RESORTS, INC.
By: /s/ MICHAEL J. GAUGHAN
--------------------------------
Michael J. Gaughan
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ MICHAEL J. GAUGHAN Chairman of the Board of Directors and Chief May 21, 1998
- ------------------------------------------ Executive Officer (Principal Executive Officer)
Michael J. Gaughan
/s/ GAGE PARRISH Director and Chief Financial Officer May 21, 1998
- ------------------------------------------ (Principal Financial and Accounting Officer)
Gage Parrish
/s/ HARLAN D. BRAATEN Director May 21, 1998
- ------------------------------------------
Harlan D. Braaten
/s/ JERRY HERBST Director May 21, 1998
- ------------------------------------------
Jerry Herbst
/s/ J. TITO TIBERTI Director May 21, 1998
- ------------------------------------------
J. Tito Tiberti
/s/ CHARLES SILVERMAN Director May 21, 1998
- ------------------------------------------
Charles Silverman
/s/ MICHAEL CORRIGAN Director May 21, 1998
- ------------------------------------------
Michael Corrigan
/s/ JOSEPH A. BLASCO Director May 21, 1998
- ------------------------------------------
Joseph A. Blasco
</TABLE>
9
