TRIUMPH GROUP INC /
10-Q/A, 1999-11-15
AIRCRAFT & PARTS
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<PAGE>


                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q/A




/X/   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the Period Ended September 30, 1999.

                                         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 Number:    1-12235
                       --------------

                               TRIUMPH GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                  51-0347963
- -----------------------------------    -----------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

   1255 Drummers Lane, Suite 200
             Wayne, PA                              19087-1565
- -----------------------------------              ---------------
(Address of principal executive offices)            (Zip Code)

                                 (610) 975-0420
 -----------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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 periods 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, par value $0.001 per share, 8,314,986 shares and Class D common
stock, par value $0.001 per share, 3,348,535 shares, each as of October 29, 1999


<PAGE>


                               TRIUMPH GROUP, INC.
                                      INDEX

Part I. Financial Information

    Item 1.   Financial Statements (Unaudited)

<TABLE>
<CAPTION>

                                                                       PAGE NUMBER
                                                                       -----------
<S>                                                                        <C>
         Consolidated Balance Sheets                                          1
         March 31, 1999 and September 30, 1999

         Consolidated Statements of Income                                    3
         Three months ended September 30, 1998 and 1999
         Six months ended September 30, 1998 and 1999

         Consolidated Statements of Cash Flows                                4
         Six months ended September 30, 1998 and 1999

         Notes to Consolidated Financial Statements                           6
         September 30, 1999

    Item 2.   Management's Discussion and Analysis of Financial              10
              Condition and Results of  Operations

    Item 3.   Quantitative and Qualitative Disclosures About                 16
              Market Risk

Part II. Other Information

    Item 1.   Legal Proceedings                                              17

    Item 2.   Changes in Securities                                          17

    Item 3.   Defaults upon Senior Securities                                17

    Item 4.   Submission of Matters to a Vote of Security Holders            17

    Item 5.   Other Information                                              18

    Item 6.   Exhibits and Reports on Form 8-K                               18

Signature Page                                                               19

</TABLE>


<PAGE>


Part I.  Financial Information
     Item: 1.  Financial Statements


                               Triumph Group, Inc.
                           Consolidated Balance Sheets
                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                             MARCH 31,                SEPTEMBER 30,
                                                                1999                       1999
                                                             ---------                -------------
                                                                                       (unaudited)
<S>                                                         <C>                          <C>
ASSETS
Current assets:
   Cash                                                     $  4,953                     $  7,177
   Accounts receivable, net                                   65,613                       73,661
   Inventories                                               104,771                      117,812
   Prepaid expenses and other                                  2,473                        5,608
   Deferred income taxes                                       2,408                        2,333
                                                            --------                     --------
Total current assets                                         180,218                      206,591

Property and equipment, net                                  107,123                      116,770

Excess of cost over net assets acquired, net                 124,667                      133,876
Intangible assets and other, net                              16,849                       22,044
                                                            --------                     --------


Total assets                                                $428,857                     $479,281
                                                            --------                     --------
                                                            --------                     --------

</TABLE>

                                       -1-


<PAGE>


                               Triumph Group, Inc.
                     Consolidated Balance Sheets (continued)
                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                       MARCH 31,                   SEPTEMBER 30,
                                                                         1999                          1999
                                                                       ---------                   -------------
                                                                                                    (unaudited)
<S>                                                                   <C>                           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                    $ 33,894                      $ 33,806
   Accrued expenses                                                      47,263                        53,238
   Income taxes payable                                                   4,453                         3,506
   Current portion of long-term debt                                      1,151                         2,472
                                                                      ---------                     ---------
Total current liabilities                                                86,761                        93,022

Long-term debt, less current portion                                     91,857                       117,635
Deferred income taxes and other                                          35,462                        41,892

Stockholders' equity:
   Common stock, $.001 par value, 50,000,000
     shares authorized, 8,551,786 shares issued                               9                             9
   Class D common stock convertible,
     $.001 par value, 6,000,000 shares authorized,
     3,348,535 shares issued and outstanding                                  3                             3
   Capital in excess of par value                                       135,418                       135,418
   Treasury stock, at cost, 52,700 and 236,800 shares                    (1,336)                       (5,766)

   Retained earnings                                                     80,683                        97,068
                                                                      ---------                     ---------
Total stockholders' equity                                              214,777                       226,732
                                                                      ---------                     ---------

Total liabilities and stockholders' equity                            $ 428,857                     $ 479,281
                                                                      ---------                     ---------
                                                                      ---------                     ---------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       -2-


<PAGE>


                               Triumph Group, Inc.
                        Consolidated Statements of Income
                      (in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                        SEPTEMBER 30,                      SEPTEMBER 30,
                                                                     --------------------             ----------------------
                                                                     1998            1999             1998            1999
                                                                     ----            ----             ----            ----

<S>                                                               <C>             <C>              <C>             <C>
Net sales                                                         $ 99,482        $110,276         $190,622        $215,170

Operating costs and expenses:
    Cost of products sold                                           68,337          76,370          131,360         148,281
    Selling, general, and administrative                            13,324          13,882           25,396          27,317
    Depreciation and amortization                                    3,437           4,790            6,324           9,516
                                                                  --------        --------         --------        --------
                                                                    85,098          95,042          163,080         185,114

Operating income                                                    14,384          15,234           27,542          30,056
Interest expense and other                                           1,306           2,316            2,011           4,171
                                                                  --------        --------         --------        --------
Income before income taxes                                          13,078          12,918           25,531          25,885
Income tax expense                                                   5,100           4,728            9,959           9,460
                                                                  --------        --------         --------        --------
Net income                                                        $  7,978         $ 8,190         $ 15,572        $ 16,425
                                                                  --------        --------         --------        --------
                                                                  --------        --------         --------        --------

Earnings Per Share--Basic:
 Net income                                                       $   0.67         $  0.70         $   1.31        $   1.40
                                                                  --------        --------         --------        --------
                                                                  --------        --------         --------        --------

Weighted average common shares outstanding--Basic                   11,900          11,692           11,899          11,712
                                                                  --------        --------         --------        --------
                                                                  --------        --------         --------        --------

Earnings Per Share--Assuming Dilution:
 Net income                                                       $   0.63         $  0.66         $   1.23        $   1.32
                                                                  --------        --------         --------        --------
                                                                  --------        --------         --------        --------

Weighted average common shares outstanding--
 Assuming Dilution                                                  12,654          12,397           12,673          12,423
                                                                  --------        --------         --------        --------
                                                                  --------        --------         --------        --------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       -3-


<PAGE>



                               Triumph Group, Inc.
                      Consolidated Statements of Cash Flows
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED SEPTEMBER 30,
                                                                     ------------------------------
                                                                          1998           1999
                                                                          ----           ----
<S>                                                                     <C>           <C>
OPERATING ACTIVITIES
Net income                                                              $ 15,572      $ 16,425
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation and amortization                                         6,324         9,516
     Other amortization included in interest expense                          69           117
     Provision for doubtful accounts receivable                              133           175
     Provision for deferred income taxes                                     749         3,267
     Interest on subordinated and junior subordinated
        promissory notes paid by issuance of
        additional notes                                                     386           444
     Changes in other current assets and liabilities, net
        of acquisition of businesses:
        Accounts receivable                                                2,364          (360)
        Inventories                                                       (8,262)       (7,647)
        Prepaid expenses and other current assets                         (1,485)         (990)
        Accounts payable, accrued expenses, and accrued
           income taxes payable                                           (3,716)       (8,261)
     Other                                                                  (550)         (754)
                                                                        --------      --------
Net cash provided by operating activities                                 11,584        11,932

INVESTING ACTIVITIES
Capital expenditures, net                                                 (7,742)       (7,113)
Proceeds from sale of assets                                                --           5,794
Cost of businesses acquired, net of cash acquired                        (27,330)      (20,704)
                                                                        --------      --------
Net cash used in investing activities                                    (35,072)      (22,023)

</TABLE>


                                                        -4-


<PAGE>


                               Triumph Group, Inc.
                Consolidated Statements of Cash Flows (continued)
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED SEPTEMBER 30,
                                                                     ------------------------------
                                                                          1998           1999
                                                                          ----           ----
<S>                                                                     <C>           <C>
FINANCING ACTIVITIES
Net increase in revolving credit facility                               $ 25,497      $ 19,506
Repayment of debt and capital lease obligations                             (570)       (1,758)
Purchase of Treasury Stock                                                  --          (4,611)
Payments of deferred financing costs                                         (25)         (963)
Proceeds from exercise of stock options                                       72           141
                                                                        --------      --------
Net cash provided by financing activities                                 24,974        12,315
                                                                        --------      --------

Net change in cash                                                         1,486         2,224

Cash at beginning of period                                                4,642         4,953
                                                                        --------      --------

Cash at end of period                                                   $  6,128      $  7,177
                                                                        --------      --------
                                                                        --------      --------


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes                                              $  9,910      $  7,062
Cash paid for interest                                                     1,518         3,808

</TABLE>

SEE ACCOMPANYING NOTES.


                                       -5-


<PAGE>


                               Triumph Group, Inc.
                   Notes to Consolidated Financial Statements
                  (dollars in thousands, except per share data)
                                   (Unaudited)

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the fiscal year ended March 31, 2000. For further information,
refer to the consolidated financial statements and footnotes thereto included in
Triumph Group, Inc.'s (the "Company") Annual Report on Form 10-K for the year
ended March 31, 1999.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The Company's aviation segment designs, engineers, manufactures or repairs and
overhauls aircraft components for commercial airlines, air cargo carriers, and
original equipment manufacturers on a worldwide basis. The Company's metals
segment manufactures, machines, processes, and distributes metal products to
customers in the computer, construction, container and office furniture
industries, primarily within North America.

NEW ACCOUNTING STANDARDS

In March 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." SOP 98-1 requires all costs related to
the development of internal-use software other than those incurred during the
application development stage to be expensed as incurred. Costs incurred during
the application development stage are required to be capitalized and amortized
over the estimated useful life of the software. The adoption of SOP 98-1 had no
material effect on results of operations or financial position for the three or
six month periods ended September 30, 1999.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3.  ACQUISITIONS

Effective April 1, 1999, the Company acquired all of the outstanding stock of
Ralee Engineering Company ("Ralee"), based in City of Industry, California, for
an aggregate purchase price of approximately $32,213. The purchase price
includes cash paid at closing, net of cash acquired, the assumption of debt and
certain liabilities, direct costs of the acquisition, deferred payments and a
contingent payment of approximately $6,000, which is included in accrued
expenses at September 30, 1999. Ralee manufactures long structural components
such as stringers, cords, floor beams and spars for the aviation industry. The
excess of the purchase price over the fair value of the net assets acquired of
$8,207 was recorded as excess of cost over net assets acquired and is being
amortized over thirty years on a straight-line basis. The acquisition has been
accounted for under the purchase method and, accordingly, is included in the
consolidated financial statements from its date of acquisition. The acquisition
was funded through the Company's Credit Facility.


                                       -6-


<PAGE>


                               Triumph Group, Inc.
             Notes to Consolidated Financial Statements (continued)
                  (dollars in thousands, except per share data)
                                   (Unaudited)


4.  INVENTORIES

The components of inventories are as follows:

<TABLE>
<CAPTION>


                                       MARCH 31,             SEPTEMBER 30,
                                         1999                     1999
                                       ---------             -------------
<S>                                    <C>                     <C>
Raw materials                          $ 30,896                $ 33,942
Work-in-process                          39,280                  45,823
Finished goods                           34,595                  38,047
                                       --------                --------
Total inventories                      $104,771                $117,812
                                       --------                --------
                                       --------                --------

</TABLE>

Effective April 1, 1999, the Company's method of valuing all inventory was the
lower of First-in First-out ("FIFO") cost or market. As of March 31, 1999,
approximately 10% of the inventory was valued using the Last-in First-out
("LIFO") method.

5.  LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>


                                       MARCH 31,             SEPTEMBER 30,
                                         1999                     1999
                                       ---------             -------------
<S>                                    <C>                     <C>
Revolving credit facility              $ 76,095                $95,601
Subordinated promissory notes            11,734                 11,352
Industrial revenue bonds                  4,665                  4,330
Capital lease obligations                    28                  8,301
Other debt                                  486                    523
                                       --------               --------
                                         93,008                120,107
Less current portion                      1,151                  2,472
                                       --------               --------
                                       $ 91,857               $117,635
                                       --------               --------
                                       --------               --------

</TABLE>

On June 11, 1999, the Company amended and restated its Credit Facility ("New
Credit Facility") with its Lenders to increase the Credit Facility to $250,000
from $125,000, extend the term and amend certain terms and covenants. The New
Credit Facility bears interest at either LIBOR plus between 0.75% and 1.75% or
the prime rate (or the Federal Funds rate plus 0.5% if greater) at the option of
the Company and expires on June 13, 2004. The variation in the interest rate is
based upon the Company's ratio of total indebtedness to earnings before
interest, taxes, depreciation and amortization. In addition, the Company is
required to pay a commitment fee of between 0.175% and 0.375% on the unused
portion of the New Credit Facility without penalty. The Company may allocate up
to $5,000 of the available New Credit Facility for the issuance of letters of
credit.

Effective April 1, 1999, in connection with the Ralee acquisition, the Company
assumed approximately $8,665 of capital leases with interest rates ranging from
7.1% to 10.2%, maturing between September 2003 and August 2005.
Each capital lease is secured by a piece of equipment.


                                       -7-


<PAGE>


                               Triumph Group, Inc.
             Notes to Consolidated Financial Statements (continued)
                  (dollars in thousands, except per share data)
                                   (Unaudited)



6.  COMMITMENTS AND CONTINGENCIES

Certain of the Company's business operations and facilities are subject to a
number of federal, state, and local environmental laws and regulations. The
Company is indemnified for environmental liabilities related to assets purchased
from IKON Office Solutions, Inc. (formerly Alco Standard Corporation) which
existed prior to the acquisition of such assets and any unidentified
environmental liabilities which arise subsequent to the date of settlement
through July 22, 2000, arising from conditions or activities existing at these
facilities prior to the acquisition. In the opinion of management, there are no
significant environmental concerns which would have a material effect on the
financial condition or operating results of the Company which are not covered by
such indemnification.

The Company is involved in certain litigation matters arising out of its normal
business activities. In the opinion of management, the ultimate resolution of
such litigation will not have a material effect on the financial condition or
operating results of the Company.


7.  EARNINGS PER SHARE

The following is a reconciliation between the weighted average outstanding
shares used in the calculation of basic and diluted earnings per share:

<TABLE>
<CAPTION>

                                                   THREE MONTHS ENDED      SIX MONTHS ENDED
                                                      SEPTEMBER 30,         SEPTEMBER 30,
                                                   ------------------      ----------------
(in thousands)                                        1998       1999       1998       1999
                                                    ------     ------     ------     ------
<S>                                                 <C>        <C>        <C>        <C>
Weighted average common shares outstanding          11,900     11,692     11,899     11,712
Net effect of dilutive stock options                   104         55        124         61
Net effect of dilutive warrant                         650        650        650        650
                                                    ------     ------     ------     ------
Weighted average common shares outstanding -
   assuming dilution                                12,654     12,397     12,673     12,423
                                                    ------     ------     ------     ------
                                                    ------     ------     ------     ------

</TABLE>


Options to purchase 344,300 shares of common stock, at prices ranging from
$26.25 per share to $45.38 per share, were outstanding during the second quarter
of fiscal 2000. These options were not included in the computation of diluted
earnings per share because the exercise price was greater than the average
market price of the common stock during the three months ended September 30,
1999 and, therefore, the effect would be antidilutive. Also, warrants to
purchase up to 60,000 share of common stock at $10.00 per share, subject to
certain performance criteria, were not included in the computation of diluted
earnings per share during the second quarter of fiscal 2000 because the number
of contingently issuable warrants was zero, based on the number of shares, if
any, that would be issuable under the terms of the arrangement, as if the end of
the contingency period were September 30, 1999.


                                       -8-


<PAGE>


                               Triumph Group, Inc.
             Notes to Consolidated Financial Statements (continued)
                  (dollars in thousands, except per share data)
                                   (Unaudited)

8.  SEGMENT REPORTING

Selected financial information for each reportable segment is as follows:


<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                  SEPTEMBER 30,                             SEPTEMBER 30,
                                             --------------------------                --------------------------
                                               1998              1999                  1998                 1999
                                               ----              ----                  ----                 ----
<S>                                          <C>               <C>                     <C>               <C>
Net Sales:
      Aviation                               $ 81,807          $ 91,728                $155,864          $177,783
      Metals                                   17,675            18,548                  34,758            37,387
                                             --------          --------                --------          --------
                                             $ 99,482          $110,276                $190,622          $215,170
                                             --------          --------                --------          --------
                                             --------          --------                --------          --------

Income before income taxes:
Operating income (expense):
      Aviation                               $ 14,428          $ 15,181                $ 27,847          $ 29,850
      Metals                                    1,296               998                   2,050             1,928
      Corporate                                (1,340)             (945)                 (2,355)           (1,722)
                                             --------          --------                --------          --------
                                               14,384            15,234                  27,542            30,056
      Interest expense and other                1,306             2,316                   2,011             4,171
                                             --------          --------                --------          --------
                                             $ 13,078          $ 12,918                 $25,531          $ 25,885
                                             --------          --------                --------          --------
                                             --------          --------                --------          --------

Capital expenditures:
      Aviation                                $ 2,871           $ 2,353                 $ 7,265           $ 6,488
      Metals                                      212               244                     436               616
      Corporate                                     7                 9                      41                 9
                                             --------          --------                --------          --------
                                              $ 3,090           $ 2,606                 $ 7,742           $ 7,113
                                             --------          --------                --------          --------
                                             --------          --------                --------          --------

Depreciation and amortization:
      Aviation                                $ 3,162           $ 4,481                 $ 5,777           $ 8,900
      Metals                                      260               297                     517               592
      Corporate                                    15                12                      30                24
                                             --------          --------                --------          --------
                                              $ 3,437           $ 4,790                $  6,324           $ 9,516
                                             --------          --------                --------          --------
                                             --------          --------                --------          --------

</TABLE>

<TABLE>
<CAPTION>

                                         MARCH 31, 1999        SEPTEMBER 30, 1999
                                         --------------        ------------------
Assets:
<S>                                          <C>                      <C>
      Aviation                               $395,745                 $445,338
      Metals                                   31,228                   31,571
      Corporate                                 1,884                    2,372
                                             --------                 --------
                                             $428,857                 $479,281
                                             --------                 --------
                                             --------                 --------

</TABLE>

For the three months ended September 30, 1998 and 1999, the Company had foreign
sales of $12,079 and $17,116, respectively. For the six months ended September
30, 1998 and 1999, the Company had foreign sales of $23,821 and $33,037,
respectively.

9.  SUBSEQUENT EVENT

In November 1999 the Company announced the acquisitions of Construction
Brevitees d'Alfortville ("CBA"), KT Aerofab and Lee Aerospace, Inc. CBA,
located near Paris, France, is a manufacturer of mechanical ball bearing
control assemblies for the aerospace, ground transportation and marine
industries. KT Aerofab, located in San Diego, California, is a developer of
high-temperature metal alloy parts. Lee Aerospace, Inc., located in Wichita,
Kansas, is a leading supplier of unheated windshields, flight deck and cabin
windows to the general aviation and corporate jet market. The combined cash
portion of the purchase prices paid at closing for these companies of
approximately $16,100 was funded by borrowings under the Company's New Credit
Facility.

                                       -9-


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


(The following discussion should be read in conjunction with the Consolidated
Financial Statements contained elsewhere herein.)

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

AVIATION GROUP

         NET SALES. Net sales for the Aviation Group increased by $9.9 million,
or 12.1%, to $91.7 million for the second quarter of fiscal 2000 from $81.8
million for the second quarter of fiscal 1999. This increase was due to the
inclusion of an aggregate of $17.0 million and $4.8 million in net sales in the
second quarter of fiscal 2000 and 1999, respectively, for Nu-Tech Industries,
Inc. ("Nu-Tech"), DG Industries, Inc. ("DG"), DV Industries, Inc. ("DV"),
Triumph Air Repair (Europe) Ltd. ("Triumph Air (Europe)"), HTD Aerospace, Inc.
("HTD") and Triumph Precision, Inc. ("Triumph Precision"), (collectively, the
"1999 Acquisitions") and Ralee Engineering Company ("Ralee"). Net sales for the
other operating divisions and subsidiaries in the Aviation Group experienced a
2.9% decrease, totaling $2.3 million, from the prior year period. The decline in
sales was due to slowdowns in the production rates of certain Boeing commercial
airplane programs, specifically the 737 Classic, 747 and 777, as well as effects
from Boeing working off excess inventory for these programs, slightly offset by
an increase in the production rate of the 737 New Generation and the C-17
military aircraft program.
         COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation Group
increased by $6.7 million, or 12.1%, to $61.8 million for the second quarter of
fiscal 2000 from $55.1 million for the second quarter fiscal 1999. This increase
was due to the inclusion of $10.9 million and $2.7 million in the second quarter
of fiscal 2000 and 1999, respectively, of costs of products sold associated with
net sales generated by the 1999 Acquisitions and Ralee. Costs of products sold
for the other operating divisions and subsidiaries in the Aviation Group
decreased by $1.5 million, or 2.8%, due to the decline in shipments for Boeing
commercial airplane programs discussed above.
         GROSS PROFIT. Gross profit for the Aviation Group increased by $3.2
million, or 12.1%, to $30.0 million for the second quarter of fiscal 2000 from
$26.7 million for the second quarter of fiscal 1999. This increase was due to
the inclusion of $6.1 million and $2.0 million in the second quarter of fiscal
2000 and 1999, respectively, of gross profit on the net sales generated by the
1999 Acquisitions and Ralee. The remaining net decrease of $0.8 million was due
to reasons discussed above. As a percentage of net sales, gross profit for the
Aviation Group was 32.7% for the second quarter of both fiscal 2000 and 1999.
         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation Group increased by $1.2 million, or
12.8%, to $10.3 million for the second quarter of fiscal 2000 from $9.1 million
for the second quarter of fiscal 1999, primarily due to the 1999 Acquisitions
and Ralee.
         DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation Group increased by $1.3 million, or 41.7%, to $4.5 million for the
second quarter of fiscal 2000 from $3.2 million for the second quarter of fiscal
1999, primarily due to the assets acquired in connection with the 1999
Acquisitions and Ralee.
         OPERATING INCOME. Operating income for the Aviation Group increased by
$0.8 million, or 5.2%, to $15.2 million for the second quarter of fiscal 2000
from $14.4 million for the second quarter of fiscal 1999. This increase was
primarily due to the addition of net sales and profits generated by the 1999
Acquisitions and Ralee. All other operating divisions and subsidiaries in the
Aviation group experienced a 7.3% decline in operating income from the prior
year due to the reasons discussed above. As a percentage of net sales, operating
income for the Aviation Group was 16.6% for the second quarter of fiscal 2000
and 17.6% for the second quarter of fiscal 1999.


                                      -10-

<PAGE>


                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                   (continued)


METALS GROUP
         NET SALES. Net sales for the Metals Group increased by $0.9 million, or
4.9%, to $18.5 million for the second quarter of fiscal 2000 from $17.7 million
for the second quarter of fiscal 1999. This increase was mainly due to an
increase in activity at the Company's structural steel erection operation.
         COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals Group
increased by $1.4 million, or 10.2%, to $14.6 million for the second quarter of
fiscal 2000 from $13.2 million for the second quarter of fiscal 1999. This
increase mainly was due to the increase in activity at the Company's structural
steel erection operation.
         GROSS PROFIT. Gross profit for the Metals Group decreased by $0.5
million, or 10.8%, to $4.0 million for fiscal 2000 from $4.4 million for the
prior year period, due to the reasons discussed above. As a percentage of net
sales, gross profit for the Metals Group was 21.3% and 25.1% for the second
quarter of fiscal 2000 and fiscal 1999, respectively.
         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals Group decreased by $0.2 million, or 7.5%,
to $2.7 million from $2.9 million in the second quarter of fiscal 1999.
         DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Metals Group remained unchanged at $0.3 million for the second quarter of fiscal
2000 from the second quarter of fiscal 1999.
         OPERATING INCOME. Operating income for the Metals Group decreased by
$0.3 million, or 23.0%, to $1.0 million for the second quarter of fiscal 2000
from $1.3 million for the second quarter of fiscal 1999, due to the reasons
discussed above. As a percentage of net sales, operating income for the Metals
Group was 5.4% and 7.3% for the second quarter of fiscal 2000 and 1999,
respectively.

OVERALL RESULTS
         CORPORATE EXPENSES. Corporate expenses decreased by $0.4 million, or
29.5%, to $0.9 million for the second quarter of fiscal 2000 from $1.3 million
for the second quarter of fiscal 1999.
         INTEREST EXPENSE AND OTHER. Interest expense and other increased by
$1.0 million, or 77.3%, to $2.3 million for the second quarter of fiscal 2000
from $1.3 million for the second quarter of fiscal 1999. This increase was
primarily due to increased debt levels associated with the 1999 Acquisitions and
the acquisition of Ralee, the cash portions of which were financed by borrowings
under the Company's Credit Facility, as well as a slightly higher rate on and
amortization of fees relating to the Company's amended and restated credit
facility ("New Credit Facility").
         INCOME TAX EXPENSE. The effective tax rate was 36.6% for the second
quarter of fiscal 2000 and 39.0% for the second quarter of fiscal 1999. The
second quarter of fiscal 2000 effective tax rate is comparable to the third and
fourth quarters of fiscal 1999 effective tax rates of 37.0% in each of those
quarters and the first quarter of fiscal 2000 effective tax rate of 36.5%.
         NET INCOME. Net income increased by $0.2 million, or 2.7%, to $8.2
million for the second quarter of fiscal 2000 from $8.0 million for the second
quarter of fiscal 1999. The increase in second quarter 2000 net income was
primarily attributable to the 1999 Acquisitions and Ralee, partially offset by
the reduced earnings of the remaining Aviation Group operating units due to the
decline in shipments for Boeing commercial airplane programs discussed above.


                                      -11-

<PAGE>


                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                   (continued)


SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SIX MONTHS ENDED
SEPTEMBER 30, 1998

AVIATION GROUP

         NET SALES. Net sales for the Aviation Group increased by $21.9 million,
or 14.1%, to $177.8 million for the six months ended September 30, 1999 from
$155.9 million for the six months ended September 30, 1998. This increase was
due to the inclusion of an aggregate of $36.1 million and $4.8 million in net
sales in the first six months of fiscal 2000 and 1999, respectively, generated
by the 1999 Acquisitions and Ralee. Net sales for the other operating divisions
and subsidiaries in the Aviation Group experienced a 6.2% decrease, totaling
$9.4 million, from the prior year period. The decline in sales was due to
slowdowns in the production rates of certain Boeing commercial airplane
programs, specifically the 737 Classic, 747 and 777, as well as effects from
Boeing working off excess inventory for these programs, slightly offset by an
increase in the production rate of the 737 New Generation and the C-17 military
aircraft program.
         COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation Group
increased by $14.2 million, or 13.5%, to $118.8 million for the first six months
of fiscal 2000 from $104.6 million for the first six months of fiscal 1999. This
increase was due to the inclusion of $21.9 million and $2.7 million in the first
six months of fiscal 2000 and 1999, respectively, of costs of products sold
associated with net sales generated by the 1999 Acquisitions and Ralee. Costs of
products sold for the other operating divisions and subsidiaries in the Aviation
Group decreased by $5.0 million, or 4.9%, due to the decline in shipments for
Boeing commercial airplane programs discussed above.
         GROSS PROFIT. Gross profit for the Aviation Group increased by $7.7
million, or 15.1%, to $59.0 million for the first six months of fiscal 2000 from
$51.2 million for the first six months of fiscal 1999. This increase was due to
the inclusion of $14.2 million and $2.0 million in the first six months of
fiscal 2000 and 1999, respectively, of gross profit on the net sales generated
by the 1999 Acquisitions and Ralee. The remaining net decrease of $4.4 million
was due to reasons discussed above. As a percentage of net sales, gross profit
for the Aviation Group was 33.2% and 32.9% for the first six months of fiscal
2000 and 1999, respectively.
         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation Group increased by $2.6 million, or
14.9%, to $20.2 million for the first six months of fiscal 2000 from $17.6
million for the first six months of fiscal 1999, primarily due to the 1999
Acquisitions and Ralee.
         DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation Group increased by $3.1 million, or 54.1%, to $8.9 million for the
first six months of fiscal 2000 from $5.8 million for the first six months of
fiscal 1999, primarily due to the assets acquired in connection with the 1999
Acquisitions and Ralee.
         OPERATING INCOME. Operating income for the Aviation Group increased by
$2.0 million, or 7.2%, to $29.9 million for the first six months of fiscal 2000
from $27.8 million for the first six months of fiscal 1999. This increase was
primarily due to the addition of net sales and profits generated by the 1999
Acquisitions and Ralee. All other operating divisions and subsidiaries in the
Aviation group experienced a 17.0% decline in operating income from the prior
year due to the reasons discussed above. As a percentage of net sales, operating
income for the Aviation Group was 16.8% for the first six months of fiscal 2000
and 17.9% for the first six months of fiscal 1999.


                                      -12-


<PAGE>


                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                   (continued)


METALS GROUP
         NET SALES. Net sales for the Metals Group increased by $2.6 million, or
7.6%, to $37.4 million for the first six months of fiscal 2000 from $34.8
million for the first six months of fiscal 1999. This increase was mainly due to
an increase in activity at the Company's structural steel erection operation.
         COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals Group
increased by $2.8 million, or 10.3%, to $29.5 million for the first six months
of fiscal 2000 from $26.7 million for the first six months of fiscal 1999. This
increase mainly was due to the increase in activity at the Company's structural
steel erection operation.
         GROSS PROFIT. Gross profit for the Metals Group decreased by $0.1
million, or 1.5%, to $7.9 million for the first six months of fiscal 2000 from
$8.0 million for the prior year period, due to the reasons discussed above. As a
percentage of net sales, gross profit for the Metals Group was 21.2% and 23.1%
for the first six months of fiscal 2000 and fiscal 1999, respectively.
         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals Group decreased by $0.1 million, or 1.4%,
to $5.4 million from $5.5 million in the first six months of fiscal 1999.
         DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Metals Group increased by $0.1 million, or 14.5%, to $0.6 million for the first
six months of fiscal 2000 from $0.5 million the first six months of fiscal 1999.
         OPERATING INCOME. Operating income for the Metals Group decreased by
$0.1 million, or 6.0%, to $1.9 million for the first six months of fiscal 2000
from $2.1 million for the first six months of fiscal 1999, due to the reasons
discussed above. As a percentage of net sales, operating income for the Metals
Group was 5.2% and 5.9% for the first six months of fiscal 2000 and 1999,
respectively.

OVERALL RESULTS
         CORPORATE EXPENSES. Corporate expenses decreased by $0.6 million, or
26.9%, to $1.7 million for the first six months of fiscal 2000 from $2.4 million
for the first six months of fiscal 1999.
         INTEREST EXPENSE AND OTHER. Interest expense and other increased by
$2.2 million, or 107.4%, to $4.2 million for the first six months of fiscal 2000
from $2.0 million for the first six months of fiscal 1999. This increase was
primarily due to increased debt levels associated with the 1999 Acquisitions and
the acquisition of Ralee, the cash portions of which were financed by borrowings
under the Company's Credit Facility, as well as a slightly higher rate on and
amortization of fees relating to the Company's New Credit Facility.
         INCOME TAX EXPENSE. The effective tax rate was 36.5% for the first six
months of fiscal 2000 and 39.0% for the first six months of fiscal 1999. The
first six months of fiscal 2000 effective tax rate is comparable to the third
and fourth quarters of fiscal 1999 effective tax rates of 37.0% in each of those
quarters.
         NET INCOME. Net income increased by $0.9 million, or 5.5%, to $16.4
million for the first six months of fiscal 2000 from $15.6 million for the first
six months of fiscal 1999. The increase fiscal 2000 net income was primarily
attributable to the 1999 Acquisitions and Ralee, partially offset by the reduced
earnings of the remaining Aviation Group operating units due to the decline in
shipments for Boeing commercial airplane programs discussed above.



                                      -13-


<PAGE>


                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                   (continued)

LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital needs are generally funded through cash
flows from operations and borrowings under its credit arrangements. The Company
generated approximately $11.9 million of cash flows from operating activities
for the six months ended September 30, 1999. The Company used approximately
$22.0 million in investing activities and raised $12.3 million in financing
activities for the six months ended September 30, 1999.

         On June 11, 1999, the Company amended and restated its Credit Facility
("New Credit Facility") with its Lenders to increase the Credit Facility to
$250.0 million from $125.0 million, extend the term and amend certain terms and
covenants. The New Credit Facility bears interest at either LIBOR plus between
0.75% and 1.75% or the prime rate (or the Federal Funds rate plus 0.5% if
greater) at the option of the Company and expires on June 13, 2004. The
variation in the interest rate is based upon the Company's ratio of total
indebtedness to earnings before interest, taxes, depreciation and amortization.
In addition, the Company is required to pay a commitment fee of between 0.175%
and 0.375% on the unused portion of the New Credit Facility without penalty. The
Company may allocate up to $5.0 million of the available New Credit Facility for
the issuance of letters of credit. As of September 30, 1999, $153.0 million was
available under the New Credit Facility. On September 30, 1999, an aggregate
amount of approximately $95.6 million was outstanding under the New Credit
Facility, $93.0 million of which was accruing interest at LIBOR plus applicable
basis points totaling 6.4% per annum, and $2.6 million of which was accruing
interest at the prime rate of 8.25% per annum. Amounts repaid under the New
Credit Facility may be reborrowed.
         In the first quarter of fiscal 2000, the Company acquired all of the
outstanding stock of Ralee. Ralee, located in City of Industry, California,
manufactures long structural components such as stringers, cords, floor beams
and spars for the aviation industry. The cash purchase price for this
acquisition, net of cash acquired, of approximately $13.0 million was funded by
borrowings under the Company's Credit Facility. Also, in connection with this
acquisition, the Company assumed $8.7 million of capital leases for equipment
with interest rates ranging from 7.1% to 10.2%, maturing between September 2003
and August 2005.

         In November 1999 the Company announced the acquisitions of
Construction Brevitees d'Alfortville ("CBA"), KT Aerofab and Lee Aerospace,
Inc. CBA, located near Paris, France, is a manufacturer of mechanical ball
bearing control assemblies for the aerospace, ground transportation and
marine industries. KT Aerofab, located in San Diego, California, is a
developer of high-temperature metal alloy parts. Lee Aerospace, Inc., located
in Wichita, Kansas, is a leading supplier of unheated windshields, flight
deck and cabin windows to the general aviation and corporate jet market. The
combined cash portion of the purchase prices paid at closing for these
companies of approximately $16.1 million was funded by borrowings under the
Company's New Credit Facility.

         During the first quarter of fiscal 2000, the Company purchased 117,500
shares of its Common stock for total cash consideration of $2.9 million. During
the second quarter of fiscal 2000, the Company purchased 74,000 shares of its
Common stock for total cash consideration of $1.7 million. The purchases were
funded by borrowings under the Company's New Credit Facility.
         Capital expenditures were approximately $7.1 million for the six months
ended September 30, 1999 primarily for manufacturing machinery and equipment for
the Aviation Group. The Company funded these expenditures through borrowings
under its New Credit Facility. The Company expects capital expenditures to be
approximately $21.0 million for its fiscal year ending March 31, 2000. The
expenditures are expected to be used primarily to expand capacity at several
facilities in the Aviation Group.
         The Company believes that cash generated by operations and borrowings
under the New Credit Facility will be sufficient to meet anticipated cash
requirements for its current operations. However, the Company has a stated
policy to grow through acquisition and is continuously evaluating various
acquisition opportunities. As a result, the Company currently is pursuing the
potential purchase of a number of candidates. In the event that more than one of
these transactions are successfully consummated, the availability under the New
Credit Facility might be fully utilized and additional funding sources may be
needed. There can be no assurance that such funding sources will be available to
the Company on terms favorable to the Company, if at all.

YEAR 2000 DATE CONVERSION
         The Year 2000 issue exists because many software programs, computer
hardware, operating systems and microprocessor based embedded controls in
automated equipment use two-digit date fields to designate a year. As the
century date change occurs, date-sensitive systems may recognize the year 2000
as 1900, or not at all. This inability to recognize or properly treat the year
2000 may cause systems to process financial and operational information
incorrectly or fail to operate.


                                      -14-


<PAGE>


                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                   (continued)


         The Company has recognized the need to ensure that its business
operations will not be adversely affected by the upcoming calendar year 2000
date change and is cognizant of the time sensitive nature of the problem. The
Company's operating units have assessed or are in the process of assessing how
each may be impacted by Year 2000 and have formulated and commenced or are
formulating and commencing implementation of a comprehensive plan to address all
known aspects of the Year 2000 problem: information systems, production and
facilities equipment, suppliers and customers. The Company's operating units are
currently making inquiries of customers and suppliers to assess their Year 2000
readiness. The operating units are also in the process of testing information
technology ("IT") systems, as well as non-IT systems, and verifying that
vendor-supplied or outsourced systems will be Year 2000 compliant and will
repair or replace any such systems found to be non-compliant. Currently, the
Company estimates that, on a consolidated basis, it has substantially completed
its assessment of how it may be impacted, the development of plans to address
the testing and remediation of its systems and its testing and remediation
activities.
         The Company has not separately tracked its Year 2000 costs as a
project, but rather has incurred the costs in conjunction with normal sustaining
activities. The discretely identifiable costs incurred through September 30,
1999 of completing the Company's Year 2000 assessment and of modifying its
computer software and hardware, as well as its production and facilities
equipment, to be Year 2000 compliant were approximately $0.9 million. The
estimated costs yet to be incurred are approximately $0.2 million. The current
assessment does not include costs related to software and hardware replaced in
the normal course of business other than replacements accelerated due to the
Year 2000 issue.
         The variety and complexity of the Year 2000 issues identified and the
proposed solutions, the Company's dependence on the technical skills of
employees and independent contractors, and especially the representations and
readiness of third parties are among the factors that could cause the Company's
efforts to be less than fully effective. In addition, Year 2000 issues present a
number of risks that are beyond the Company's reasonable control, such as
continued service from outside parties such as utility companies, financial
institutions, and transportation and delivery companies (such as Federal Express
and United Parcel Service). Also, certain significant customers are material to
the Company and a Year 2000 failure by one or more of these parties could result
in a material adverse effect on the Company's operating results and financial
position. The most likely worst case scenario would be the failure of particular
computer systems or machines with embedded chips that would require manual
processes in order to continue production and invoicing activities. The Company
believes that it could obtain materials at reasonably competitive prices from
alternate suppliers given a failure at a current vendor.
         While the Company does not currently foresee any material problems,
there can be no assurance that the Company and its material suppliers and
customers will be Year 2000 compliant by January 1, 2000 and that any such
non-compliance will not have a material adverse effect on the Company.
         The Company is in the process of developing contingency plans in the
event that any unresolved issues are identified.
         The foregoing Year 2000 discussion includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
relating to the Company's efforts and management's expectations relating to Year
2000 readiness. The Company's Year 2000 project is dependent on certain future
events including the availability and cost of personnel trained to perform Year
2000 modifications, the ability of the Company to locate and correct all
non-compliant computer codes and embedded controls, the ability of material
customers, suppliers and trading partners to successfully complete their own
Year 2000 remediation projects, the accuracy of information received from third
parties concerning the Year 2000 compliance of their information systems or
automated equipment or concerning their Year 2000 business risk assessment, and
similar uncertainties.


                                      -15-


<PAGE>


                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                   (continued)


FORWARD LOOKING STATEMENTS
         This report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 relating to the Company's
future operations and prospects, including statements that are based on current
projections and expectations about the markets in which the Company operates,
and management's beliefs concerning future performance and capital requirements
based upon current available information. Such statements are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used in this document, words like "may", "might",
"will", "expect", "anticipate", "believe", "potential", and similar expressions
are intended to identify forward looking statements. Actual results could differ
materially from management's current expectations and there can be no assurance
that additional capital will not be required or that additional capital, if
required, will be available on reasonable terms, if at all, at such times and in
such amounts as may be needed by the Company. In addition to these factors,
among other factors that could cause actual results to differ materially are
uncertainties relating to the integration of acquired businesses, general
economic conditions affecting the Company's two business segments, dependence of
certain of the Company's businesses on certain key customers as well as
competitive factors relating to the aviation and metals industries. For a more
detailed discussion of these and other factors affecting the Company, see the
risk factors described in the Company's Annual Report on Form 10-K, for the year
ended March 31, 1999, filed with the SEC in June 1999.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         For information regarding the Company's exposure to certain market
risks, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk
in the Company's Annual Report on Form 10-K for the year ended March 31, 1999.
There has been no material change in this information.


                                      -16-


<PAGE>

                               TRIUMPH GROUP, INC.


Part II. Other Information

    Item 1.   Legal Proceedings

                  Not applicable

    Item 2.   Changes in Securities

                  Not applicable

    Item 3.   Defaults upon Senior Securities

                  Not applicable

    Item 4.   Submission of Matters to a Vote of Security Holders




        The Company's Annual Meeting of Stockholders was held on July 28, 1999.
At such meeting, the following matters were voted upon by the stockholders,
receiving the number of affirmative, negative and withheld votes, as well as
abstentions and broker non-votes, set forth below for each matter.

1.      Election of seven persons to the Company's Board of Directors to serve
        until the 2000 Annual Meeting of Stockholders and until their successors
        are elected and qualified.

           RICHARD C. ILL:
           7,389,078  Affirmative
             372,687  Negative

           JOHN R. BARTHOLDSON:
           7,389,083  Affirmative
             372,682  Negative

           RICHARD C. GOZON:
           7,389,090  Affirmative
             372,675  Negative

           CLAUDE F. KRONK:
           7,288,741  Affirmative
             473,024  Negative

           JOSEPH M. SILVESTRI:
           7,389,090  Affirmative
             372,675  Negative

           MICHAEL A. DELANEY:
           7,388,900  Affirmative
             372,865  Negative

           WILLIAM O. ALBERTINI:
           7,389,000  Affirmative
             372,765  Negative



                                      -17-

<PAGE>


2.      Approval of an amendment to the Company's 1996 Stock Option Plan to
        increase to 1,268,750 the number of shares issuable upon exercise of
        options granted under the plan, an increase of 750,000.

           9,058,866 Affirmative
             794,843 Negative
               6,133 Withheld

3.      Ratification of the selection of Ernst & Young LLP as independent public
        accountants for the Company for the fiscal year ending March 31, 2000.

           11,028,711 Affirmative
               76,745 Negative
                4,844 Withheld

    Item 5.   Other Information

                 Not applicable

    Item 6.   Exhibits & Reports on Form 8-K

       A. Exhibits

          (10.25)  Employment Agreement with Richard C. Ill dated July 1, 1999.*
          (10.26)  Employment Agreement with John R. Bartholdson dated
                   July 1, 1999.*
          (10.27)  Employment Agreement with Richard M. Eisenstaedt dated
                   July 1, 1999.*
          (10.28)  Employment Agreement with Craig N. Kitchen dated
                   July 1, 1999.*
          (27)     Financial Data Schedule*
        * -- Previously filed.


       B. Reports on Form 8-K

          The Company did not file any reports on Form 8-K during the three
months ended September 30, 1999.


                                      -18-


<PAGE>


                                   Signatures

Pursuant to the requirements 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.


                                           Triumph Group, Inc.
                             ------------------------------------------------
                                             (Registrant)

                             /s/ Richard C. Ill
                             ------------------------------------------------
                             Richard C. Ill, President & CEO


                             /s/ John R. Bartholdson
                             ------------------------------------------------
                             John R. Bartholdson, Senior Vice President & CFO
                                  (Principal Financial Officer)


                             /s/ Kevin E. Kindig
                             ------------------------------------------------
                             Kevin E. Kindig, Vice President & Controller
                                  (Principal Accounting Officer)




Dated:  November 15, 1999


                                      -19-


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