<PAGE>
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission file number 0-22033
----------------
WESLEY JESSEN VISIONCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4023739
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
60018-5903
333 East Howard Avenue, Des Plaines, (Zip Code)
IL
(Address of principal executive
offices)
Registrant's telephone number, including area code: (847) 294-3000
----------------
Securities registered pursuant to Section 12(b) of the Act:
Not applicable.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share (including associated Preferred Share
Purchase Rights)
----------------
(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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of voting and non-voting stock held by non-
affiliates of the Registrant as of March 15, 2000 at a closing sale price of
$24.75 as reported by the Nasdaq National Market was approximately
$415,690,135. Shares of Common Stock held by each executive officer and
director and by each person who owns or may be deemed to own 10% or more of the
outstanding Common Stock have been excluded since such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes
As of March 15, 2000, the Registrant had 17,620,087 shares of Common Stock
outstanding.
Documents Incorporated by Reference
None.
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<PAGE>
WESLEY JESSEN VISIONCARE, INC.
INDEX TO AMENDMENT NO. 1 TO
ANNUAL REPORT ON FORM 10-K
<TABLE>
<CAPTION>
Page
No.
----
PART III
<C> <S> <C>
Item 10. Directors and Executive Officers of the Registrant............ 3
Item 11. Executive Compensation........................................ 6
Security Ownership of Certain Beneficial Owners and
Item 12. Management.................................................... 14
Item 13. Certain Relationships and Related Transactions................ 17
</TABLE>
2
<PAGE>
PART III
Items 10, 11, 12 and 13 to the Annual Report on Form 10-K of Wesley Jessen
VisionCare, Inc. (the "Company") for the fiscal year ended December 31, 1999
(the "Form 10-K"), as filed with the Securities and Exchange Commission on
March 30, 2000, hereby are amended by deleting each item in its entirety and
replacing each as follows:
Item 10. Directors and Executive Officers of the Registrant
Information regarding the executive officers of the Company is included as
Item 4A of Part I of the Form 10-K as permitted by Instruction 3 to Item
401(b) of Regulation S-K. Executive officers of the Company are elected by and
serve at the discretion of the Board.
Information regarding the Directors of the Company is set forth below:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Kevin J. Ryan (1)....... 60 Chairman of the Board, Chief Executive Officerand Director
Stephen G. Pagliuca 45
(1).................... Director
John J. O'Malley........ 52 Director
Edward J. Kelley........ 52 Vice President, Finance, Chief Financial Officer and Director
Adam W. Kirsch.......... 38 Director
Sol Levine (1).......... 71 Director
John W. Maki (2)........ 39 Director
Michael A. D'Amato (2).. 46 Director
</TABLE>
- --------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
There are no family relationships between or among any Directors or
executive officers of the Company.
Class III Directors (term expiring at the 2000 annual meeting)
Kevin J. Ryan has served as President, Chief Executive Officer and a
Director of the Company since June 1995 and has served as Chairman of the
Board since February 1999. From 1991 to 1995, Mr. Ryan was President of
BioSource Technologies Inc., a company engaged in discovery, development and
production of new biopharmaceuticals and gene-based agricultural products.
From 1987 to 1990, Mr. Ryan served as President of Barnes-Hind,s contact lens
business; from 1983 to 1987, as President of Revlon VisionCare (a division of
Revlon, Inc.); and from 1978 to 1983, as President of Barnes-Hind (then a part
of Revlon VisionCare).
Stephen G. Pagliuca has been a Director of the Company since its
incorporation in April 1995. Mr. Pagliuca served as Chairman of the Board from
April 1995 to February 1999. Mr. Pagliuca has been a Managing Director of Bain
Capital, Inc. ("Bain Capital"), a private equity investment firm based in
Boston, Massachusetts, since May 1993 and a general partner of Bain Venture
Capital since 1989, where he founded Information Partners. Prior to joining
Bain Venture Capital, Mr. Pagliuca was a partner at Bain & Company, where he
provided strategic and operational advice for clients in the healthcare and
information industries. He also worked as a senior accountant and
international tax specialist for Peat Marwick Mitchell & Company in the
Netherlands. Mr. Pagliuca also serves as director of Dade Berhing Inc., Coram
Healthcare Corporation, Gartner Group, Inc., Epoch Senior Living, Inc. and The
Corporate Executive Board Company.
John J. O'Malley has been a Director of the Company since November 1996.
Mr. O'Malley is currently a Managing Director of Audax Management Company, LLC
("Audax"), which manages a series of money management investment businesses.
From February 199 to October 1999, Mr. O'Malley was a Managing Director of
Technology Directors Inc., a private equity investment firm. Mr. O'Malley was
an Executive Vice
3
<PAGE>
President of Bain Capital from 1993 to February 1999. From 1991 to 1993, Mr.
O'Malley was President and Chief Executive Officer of Robertson Ceco, an
international construction products and engineering company. From 1986 to 1991,
he was Executive Vice President of HMK Group Inc., a diversified manufacturing
and services company. Mr. O'Malley is also a director of GS Industries, Inc.,
Medical Specialties Group, Inc. and Large Scale Biology Corporation.
Class I Directors (term expiring at the 2001 annual meeting)
John W. Maki has been a Director of the Company since November 1996. Mr.
Maki is currently a Managing Director of Audax. From July 1997 through October
1999, Mr. Maki was a Managing Director of Technology Directors Inc. Mr. Maki
was a Principal at Bain Capital from 1995 to July 1997 and was an associate at
Bain Capital from 1993 to 1995 and at Bain Venture Capital from 1988 to 1993.
Prior to joining Bain Venture Capital, Mr. Maki was a consultant at Bain &
Company, an international management consulting firm, where he specialized in
healthcare and consumer product companies. He also serves on the board of
Medical Specialties Group, Inc. and Large Scale Biology Corporation.
Michael A. D'Amato has been a Director of the Company since September 1997.
Since October 1997, Mr. D'Amato has served as the Executive Vice President of
The Advisory Board Company, an advisory firm with practices in financial
services and healthcare and a for-profit membership association, and the Chief
Financial Officer of DGB Enterprises, Inc., and from 1996 until July 1998, he
was the Chief Financial Officer of The Advisory Board Company. From July 1998
until February 1999, Mr. D'Amato also served as the Executive Vice President B
Finance and the Secretary of The Corporate Executive Board Company ("CEBC").
From October 1997 until November 1998, Mr. D'Amato served as the Chief
Financial Officer of CEBC. From 1995 to 1996, Mr. DAmato served as the Special
Advisor to the Chairman of The Advisory Board Company. Prior to joining The
Advisory Board Company, Mr. D'Amato was a Partner of Bain & Company from 1982
through 1995. Mr. D'Amato joined Bain & Company in 1977. Mr. D'Amato also
serves as a director of CEBC.
Class II Directors (term expiring at the 2002 annual meeting)
Adam W. Kirsch has been a Director of the Company since its incorporation in
April 1995. Mr. Kirsch also held the office of Executive Vice President of the
Company from April 1995 to May 1998. Mr. Kirsch is the Chief Executive Officer
of NetVentures, L.L.C., a private investment fund focusing on Internet-related
companies. Mr. Kirsch was a Managing Director of Bain Capital from May 1993
through July 1999 and a general partner of Bain Venture Capital since 1990. Mr.
Kirsch joined Bain Venture Capital in 1985 as an associate, and prior to
joining Bain Venture Capital, Mr. Kirsch was a consultant at Bain & Company,
where he worked in mergers and acquisitions. He serves on the board of several
companies including Therma-Wave, Inc., Brookstone, Inc., Dade Berhing Inc. and
several other private companies.
Edward J. Kelley has served as Vice President, Finance, Chief Financial
Officer and a Director of the Company since June 1995. Prior to joining the
Company, Mr. Kelley served as the President, Asia Pacific and Latin America of
Barnes-Hind's contact lens business from 1994 to 1995 and its Chief Financial
Officer from 1989 to 1994. Prior to joining Barnes-Hind, Mr. Kelley held
positions of increasing responsibility with Simon & Schuster, Revlon Health
Care and Peat Marwick Mitchell & Company.
Sol Levine has been a Director of the Company since September 1997. Mr.
Levine is a member of Technology Directors II, LLC and Technology Directors II
BST, LLC. Mr. Levine served as President of Revlon, Inc. prior to his
retirement in December 1991. Mr. Levine also serves on the board of Large Scale
Biology Corporation as well as private companies.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers, Directors
and persons who beneficially own more than ten percent of the Company's Common
Stock to file reports of securities ownership and changes in such ownership
with the Securities and Exchange Commission ("Commission"). Officers, Directors
and greater than ten percent beneficial owners also are required by rules
promulgated by the Commission to furnish the Company with copies of all Section
16(a) forms they file.
4
<PAGE>
Based solely upon a review of the copies of such forms furnished to the
Company, the Company believes that during the period from January 1, 1999
through December 31, 1999, all Section 16(a) filing requirements applicable to
its officers, Directors and greater than ten percent beneficial owners were
complied with except that Form 4s on behalf of Messrs. Ryan, Althisar, Flynn,
Steiner, Kelley, Artale and Foos to report transactions which occurred in
August, 1999 were filed approximately one week late, and Form 5s on behalf of
each executive officer of the Company to report a single grant of options in
1999 were filed approximately one month late.
5
<PAGE>
Item 11. Executive Compensation
The following table sets forth information concerning the compensation paid
or accrued for the years ended December 31, 1999, 1998 and 1997 for the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company as of the end of the last fiscal year (the "Named
Executives").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------------------- ------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus(a) Compensation(b) Options Compensation(c)
------------------ ---- -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. Ryan........... 1999 $250,008 $568,625 $-- 25,000 $3,602
Chairman, President and 1998 250,008 584,625 -- 25,000 4,466
Chief Executive Officer 1997 250,008 477,125 -- 32,000 2,275
Edward J. Kelley........ 1999 $175,000 $398,038 $-- 15,000 $1,568
Chief Financial Officer 1998 175,000 414,038 -- 15,000 2,018
and Vice President, 1997 175,000 338,713 -- 25,000 717
Finance
Lawrence L. Chapoy...... 1999 $146,100 $199,383 $-- 5,000 $1,958
Vice President, 1998 146,100 213,993 -- 5,000 2,423
Research 1997 146,100 176,888 -- 5,000 1,143
& Development
Daniel M. Roussel....... 1999 $129,003 $214,132 $-- 6,000 $ --
Vice President, Europe 1998 134,341 179,308 -- 6,000 --
1997 120,622 144,432 -- 5,000 --
Thomas F. Steiner....... 1999 $140,000 $191,058 $-- 6,000 $1,212
Vice President, 1998 140,000 205,058 -- 6,000 1,557
Marketing 1997 140,000 169,502 -- 5,000 746
</TABLE>
- --------
(a) Reflects bonuses received by such Named Executives under the Company's
Management Bonus Plan as a result of the Company meeting certain
performance targets in such fiscal year. Bonuses for 1999 also include
payments made under the Company's profit sharing plan in the following
amounts: Mr. Ryan--$16,000; Mr. Kelly--$16,000; Mr. Chapoy--$14,610; and
Mr. Steiner--$13,719. In 1998, such payments were as follows: Mr. Ryan--
$16,000; Mr. Kelley--$16,000; Mr. Chapoy--$14,610; and Mr. Steiner--
$14,000. In 1997, such payments were as follows: Mr. Ryan--$15,750; Mr.
Kelley--$15,750; Mr. Chapoy--$14,610; and Mr. Steiner--$14,000.
(b) None of the perquisites and other benefits paid to each Named Executive in
1999, 1998 or 1997 exceeded the lesser of $50,000 or 10% of the total
annual salary and bonus received by such Named Executive during that year.
(c) Reflects premium payments made by the Company on behalf of such Named
Executives for life and long-term disability insurance as follows:
<TABLE>
<CAPTION>
Long-term
Life disability
Name Year Insurance insurance
---- ---- --------- ----------
<S> <C> <C> <C>
Kevin J. Ryan.................................... 1999 $3,186 $416
1998 4,050 416
1997 1,800 475
Edward J. Kelley................................. 1999 $1,278 $290
1998 1,728 290
1997 435 282
Lawrence L. Chapoy............................... 1999 $1,715 $243
1998 2,180 243
1997 865 278
Thomas F. Steiner................................ 1999 $ 980 $232
1998 1,325 232
1997 518 228
</TABLE>
6
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information regarding stock options granted
by the Company to the Named Executives during the Company's last fiscal year:
<TABLE>
<CAPTION>
Potential Realizable
Number of Value at Assumed
Securities Annual Rates of Stock
Underlying % of Total Exercise Market Price Appreciation for
Options Options or Base Price on Option Term(d)
Granted Granted in Price Date of Expiration -----------------------
(#)(a) Fiscal Year ($/Share) Grant(b) Date(c) 5% ($) 10% ($)
---------- ----------- --------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kevin J. Ryan........... 25,000 7.0% $28.88 $28.88 11/9/09 $ 454,000 $ 1,150,750
Edward J. Kelley........ 15,000 4.2 28.88 28.88 11/9/09 272,400 690,450
Lawrence L. Chapoy...... 5,000 1.4 28.88 28.88 11/9/09 90,800 230,150
Daniel M. Roussel....... 6,000 1.7 28.88 28.88 11/9/09 108,960 276,180
Thomas F. Steiner....... 6,000 1.7 28.88 28.88 11/9/09 108,960 276,180
</TABLE>
- --------
(a) Options vest in four equal annual installments beginning on the first
anniversary of the date of grant. The grant date of such options was
November 9, 1999.
(b) Market price was determined based on the last reported sale price of the
Common Stock on the date of grant as reported by the Nasdaq National
Market.
(c) Options will expire the earlier of 30 days after the date of termination or
November 9, 2009.
(d) Amounts reflect certain assumed rates of appreciation set forth in the
executive compensation disclosure rules of the Commission. Actual gains, if
any, on stock option exercises depend on future performance of the
Company's stock and overall market conditions. At an annual rate of
appreciation of 5% per year for the option term, the price of the Common
Stock would be approximately $47.04 per share. At an annual rate of
appreciation of 10% per year for the option term, the price of the Common
Stock would be approximately $74.91 per share.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth information for the Named Executives
concerning stock option exercises during the Company's last fiscal year and
options outstanding at the end of the last fiscal year:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at FY-
Options at FY-End (#) End ($)(a)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Unexercisable/Exercisable Unexercisable/Exercisable
- ---- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Kevin J. Ryan........... 130,000 $4,005,866 59,750/961,850 $2,263,330/$36,434,878
Edward J. Kelley........ 66,000 1,955,092 38,750/120,020 $1,467,850/$ 4,546,377
Lawrence J. Chapoy...... 8,000 244,794 11,250/ 59,528 $ 426,150/$ 2,254,921
Daniel M. Roussel....... 0 0 13,000/153,890 $ 492,440/$ 5,829,353
Thomas F. Steiner....... 14,000 443,683 13,000/ 92,800 $ 492,440/$ 3,515,264
</TABLE>
- --------
(a) Fair market value of the Common Stock was determined based on the last
reported sale price of the Common Stock as reported by the Nasdaq National
Market on December 31, 1999 which was $37.88 per share.
Employment Agreements
Kevin J. Ryan. On March 6, 2000, the Company and Kevin J. Ryan entered into
a new employment agreement to supersede and replace his existing employment
agreement with the Company. The new employment agreement provides that it shall
be deemed effective as of October 1, 1999. The principal terms and provisions
of the new employment agreement are set forth below.
Term, Position and Duties. Mr. Ryan agrees to serve as the Chief Executive
Officer and President of the Company for a period commencing on October 1, 1999
and ending on September 30, 2004, subject to automatic one-year extensions
unless either party gives notice to other at the end of each 12 month period
7
<PAGE>
beginning on the first anniversary of the effective time but in no event will
the term extend beyond September 30, 2012. The Company has agreed to use its
best efforts to have Mr. Ryan elected as a member of and Chairman of the Board
and to ensure his re-election to such positions during the term of the
agreement.
Compensation. Under the new employment agreement, Mr. Ryan is entitled to
(i) receive an initial base salary of $500,000 per annum, subject to an annual
review for increases beginning of each calendar year after 2000, (ii)
participate in the Company's Professional Incentive Plan and/or any other
annual incentive plan established by the Company for either Mr. Ryan alone or
for other members of the Company's senior management, (iii) participate in any
long-term incentive plan established by the Company either for Mr. Ryan alone
or for members of the Company's senior management, (iv) be eligible to receive
grants of options to purchase shares of the Company's Common Stock and awards
of shares of Common Stock, either or both as determined by the Compensation
Committee, under and in accordance with the terms of applicable plans of the
Company, (v) prompt reimbursement for all reasonable out-of-pocket expenses
incurred by him in performing services under the employment agreement, (vi)
customary perquisites for a senior manager, (vii) participate in all of the
Company's employee benefit plans and programs made available to the Company's
senior executives or to its employees generally, (viii) reimbursement for all
medical expenses incurred by him or his spouse that are not otherwise covered
by insurance and lifetime healthcare coverage for him and his spouse, (ix) an
individual permanent life insurance benefit in an initial amount of $5.0
million and (x) the benefits provided under the Company's Supplemental
Executive Retirement Plan (the "SERP").
Severance Arrangements. Except as set forth below, in the event that Mr.
Ryan's employment terminates for any reason, Mr. Ryan will be entitled to (i)
his base salary through the termination date, (ii) a cash payment in lieu of
any unused vacation, (iii) any annual bonus earned but not yet paid, (iv) any
deferred compensation under any incentive compensation plan, (v) any other
compensation and benefits that have vested through the termination date and
(vi) reimbursement of any business and medical expenses incurred by Mr. Ryan or
his spouse, as applicable, through the termination date (items (i) through (vi)
being referred to herein as the "General Benefits"). In the event that Mr.
Ryan's employment terminates by reason of his retirement upon or after his
attainment of age 65, he is entitled, in addition to the General Benefits, the
benefits provided under the SERP. In the event that Mr. Ryan's employment
terminates by reason of his death, his beneficiary is entitled, in addition to
the General Benefits, to his base salary though the end of the month following
the month in which is death occurs and an annual bonus, if any, prorated to the
date of death. In the event that Mr. Ryan's employment terminates by reason of
his disability he or his beneficiary, as the case may be, will be entitled, in
addition to the General Benefits, to (i) an annual bonus, if any, prorated to
the termination date, and (ii) the retirement benefit under the SERP that Mr.
Ryan would be entitled to upon his termination with the Company by reason of
his disability. In the event that Mr. Ryan is terminated for cause, he will
only be entitled to the General Benefits. If Mr. Ryan is terminated by the
Company without cause or resigns for good reason, he will be entitled, in
addition to the General Benefits, to (i) his base salary through the remainder
of the employment term, (ii) annual bonuses for the remainder of the employment
term equal to the average of the three highest annual bonuses awarded to him
during the ten years preceding the termination, (iii) continued medical
reimbursement for the remainder of the employment term and lifetime medical
benefits, (iv) the retirement benefit under the SERP, (v) continued
participation in all employee benefit plans and programs through the remainder
of the employment term and, (vi) other benefits in accordance with applicable
plans and programs of the Company. If Mr. Ryan voluntarily resigns without good
reason prior to obtaining the age of 65, he will be entitled to the General
Benefits, and if he voluntarily resigns after that age, he will be entitled to
the General Benefits and the retirement benefit under the SERP.
Consulting Arrangement. Effective upon the termination of Mr. Ryan's
employment, unless his termination was due to death or disability or if was
terminated for cause or resigned without good reason prior to age 65, Mr. Ryan
has agreed to become a consultant to the Company for a period of 5 years. Mr.
Ryan is not required to devote more than 50 days in any calendar year
performing consulting services for the Company.
8
<PAGE>
During the consulting period, Mr. Ryan shall be entitled to receive an amount
equal to the applicable percentage of his base salary upon termination of his
employment as follows:
<TABLE>
<CAPTION>
Year % of Base Salary
---- ----------------
<S> <C>
1....................... 100
2....................... 90
3....................... 80
4....................... 70
5....................... 60
</TABLE>
Confidential Information, Noncompetition and Nonsolicitation Arrangements.
Pursuant to the employment agreement, Mr. Ryan agreed that: (1) during the
employment period and any consulting period or thereafter, he will keep
confidential any information obtained or learned by him during the course of
his employment relating to the operational, financial, business and other
affairs of the Company (subject to limited exceptions); (2) that all
inventions, innovations, improvements, developments and all similar or related
information that relate to the Company or any of its subsidiaries that are
conceived, developed or made by Mr. Ryan while employed by the Company and any
of its subsidiaries belong to the Company or such subsidiary; and (3) during
the employment period and any consulting period and for 12 months thereafter,
not to compete with the Company or any of its subsidiaries, not to solicit,
endeavor to entice away from or knowingly interfere with the Company or any of
its subsidiaries, any of its or their customers or sources of supply or employ
or retain any person who was employed or retained by the Company or any of its
subsidiaries.
Edward J. Kelley. On June 28, 1995, the Company and Edward J. Kelley entered
into an employment agreement, pursuant to which Mr. Kelley agreed to serve as
Chief Financial Officer of the Company for a period that will end with Mr.
Kelley's resignation, death or disability, or upon termination by the Company,
with or without cause. Under the employment agreement, Mr. Kelley will receive:
(i) an annual base salary equal to at least $175,000; (ii) an annual bonus
based on the Company's achievement of certain targeted operating results; and
(iii) certain fringe benefits. If Mr. Kelley's employment is terminated by the
Company without cause (as defined therein), he will be entitled to receive his
base salary and fringe benefits for 12 months following such termination in
addition to his bonus for the year in which his employment was terminated, pro
rated based on the number of days elapsed in the year, if he would have
otherwise been entitled to receive such bonus had he not been terminated. Mr.
Kelley has agreed not to compete with the Company for a period of one year
following his termination of employment with the Company and not to disclose
any confidential information at any time without the prior written consent of
the Company.
Management Bonus Plan
In November 1998, the Board adopted the Wesley Jessen Corporation
Professional Incentive Plan for calendar year 1999 (the "Bonus Plan"). Under
the Bonus Plan, participants are eligible to earn an annual bonus upon the
achievement by the Company of a specified level of earnings per share. The
annual bonus is equal to a specified percentage of a participant's annual
salary (the "Target Percentage"), subject to increase based on achievement
beyond targeted levels. Bonuses under the Bonus Plan are not subject to any
cap. Approximately 135 employees participated in the Bonus Plan for 1999,
including each of the Named Executives.
Stock Incentive Plan
In connection with the Company's initial public offering in February 1997
(the "IPO"), the Board and stockholders of the Company approved the Wesley
Jessen VisionCare, Inc. Stock Incentive Plan (the "Incentive Plan"). The
Incentive Plan was amended in 1999 to increase the number of shares of Common
Stock reserved for issuance under the Incentive Plan by 1,000,000 shares. The
Incentive Plan is currently administered by the Compensation Committee, with
all awards made thereunder being approved by the full Board. Certain employees,
advisors and consultants of the Company are eligible to participate in the
Incentive Plan (a "Participant"). The Board or the Compensation Committee, as
the case may be, is authorized under the Incentive Plan to select the
Participants and determine the terms and conditions of the awards under the
Incentive Plan. The Incentive Plan provides for the issuance of the following
types of incentive awards: stock
9
<PAGE>
options, stock appreciation rights, restricted stock, performance grants and
other types of awards that the Compensation Committee deems consistent with the
purposes of the Incentive Plan. An aggregate of 1,800,000 shares of Common
Stock of the Company have been reserved for issuance under the Incentive Plan,
subject to certain adjustments reflecting changes in the Company's
capitalization. The Incentive Plan provides that Participants will be limited
to receiving awards relating to no more than 50,000 shares of Common Stock per
year. To date, options to purchase an aggregate of 900,150 shares of Common
Stock have been granted under the Incentive Plan.
Options granted under the Incentive Plan may be either incentive stock
options ("ISOs") or such other forms of non-qualified stock options ("NQOs") as
the Compensation Committee may determine. ISOs are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The exercise price of (i) an ISO
granted to an individual who owns shares possessing more than 10% of the total
combined voting power of all classes of stock of the Company (a "10% Owner")
will be at least 110% of the fair market value of a share of common stock on
the date of grant and (ii) an ISO granted to an individual other than a 10%
Owner and an NQO will be at least 100% of the fair market value of a share of
Common Stock on the date of grant.
Options granted under the Incentive Plan may be subject to time vesting and
certain other restrictions at the sole discretion of the Compensation
Committee. Subject to certain exceptions, the right to exercise an option
generally will terminate at the earlier of (i) the first date on which the
initial grantee of such option is not employed by the Company for any reason
other than termination without cause, death or permanent disability or (ii) the
expiration date of the option. If the holder of an option dies or suffers a
permanent disability while still employed by the Company, the right to exercise
all unexpired installments of such option shall be accelerated and shall vest
as of the latest of the date of such death, the date of such permanent
disability and the date of the discovery of such permanent disability, and such
option shall be exercisable, subject to certain exceptions, for 180 days after
such date. If the holder of an option is terminated without cause, to the
extent the option has vested, such option will be exercisable for 30 days after
such date.
All outstanding awards under the Incentive Plan will terminate immediately
prior to consummation of a liquidation or dissolution of the Company, unless
otherwise provided by the Board. In the event of the sale of all or
substantially all of the assets of the Company or the merger of the Company
with another corporation, all restrictions on any outstanding awards will
terminate and Participants will be entitled to the full benefit of their awards
immediately prior to the closing date of such sale or merger, unless otherwise
provided by the Board.
The Board generally will have the power and authority to amend the Incentive
Plan at any time without approval of the Company's stockholders, subject to
applicable federal securities and tax laws limitations (including regulations
of the Nasdaq National Market).
Employee Stock Discount Purchase Plan
The Wesley Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan,
including a substantially identical plan for international employees (the
"Employee Stock Purchase Plan") was established to give employees desiring to
do so a convenient means of purchasing shares of Common Stock through payroll
deductions. The Employee Stock Purchase Plan provides an incentive to
participate by permitting purchases at a discounted price. The Company believes
that ownership of stock by employees will foster greater employee interest in
the success, growth and development of the Company. As of March 1, 2000, an
aggregate of 197,344 shares of Common Stock have been issued under the Employee
Stock Purchase Plan.
Subject to certain restrictions, each employee of the Company is eligible to
participate in the Employee Stock Purchase Plan. Participation is discretionary
with each eligible employee. The Company has reserved 500,000 shares of Common
Stock for issuance in connection with the Employee Stock Purchase Plan. Each
eligible employee is entitled to purchase a maximum of 125 shares per quarter.
Elections to participate can be
10
<PAGE>
made at any time and purchases of stock are made on a quarterly basis. Each
participating employee contributes to the Employee Stock Purchase Plan by
choosing a payroll deduction in any specified amount, with a minimum deduction
of $10 per payroll period. A participating employee may increase or decrease
the amount of such employee's payroll deduction, including a change to a zero
deduction at any time. Elected contributions are credited to participants'
accounts at the end of each calendar month. In addition, employees may make
lump sum contributions at the end of the quarter to enable them to purchase the
maximum number of shares available for purchase during the plan year.
Each participating employee's contributions are used to purchase shares for
the employee's share account within 15 days after the last day of each calendar
month. The cost per share is 85% of the lower of the closing price of the
Company's Common Stock on the Nasdaq National Market on the first or the last
day of the calendar month. The number of shares purchased on each employee's
behalf and deposited in his/her share account is based on the amount
accumulated in such participant's cash account and the purchase price for
shares with respect to any month. Shares purchased under the Employee Stock
Purchase Plan carry full rights to receive dividends declared from time to
time. Under the Employee Stock Purchase Plan, any dividends attributable to
shares in the employee's share account are automatically used to purchase
additional shares for such employee's share account. Share distributions and
share splits are credited to the participating employee's share account as of
the record date and effective date, respectively. A participating employee has
full ownership of all shares in such employee's share account and may withdraw
them for sale or otherwise at any time. Subject to applicable federal
securities and tax laws, the Board has the right to amend or to terminate the
Employee Stock Purchase Plan. Amendments to the Employee Stock Purchase Plan
will not affect a participating employee's right to the benefit of the
contributions made by such employee prior to the date of any such amendment. In
the event the Employee Stock Purchase Plan is terminated, the Committee is
required to distribute all shares held in each participating employee's share
account plus an amount of cash equal to the balance in each participating
employee's cash account.
Non-Employee Director Stock Option Plan
The 1997 Non-Employee Director Stock Option Plan (the "Director Option
Plan") was established to encourage stock ownership by certain Directors of the
Company and to provide those individuals with an additional incentive to manage
the Company in the shareholders' best interests and to provide a form of
compensation that will attract and retain highly qualified individuals as
members of the Board. The Director Option Plan provides for the granting of
options to non-employee Directors, as defined, covering an aggregate of 250,000
shares of Common Stock of the Company, subject to certain adjustments
reflecting changes in the Company's capitalization. To date, options to
purchase an aggregate of 80,000 shares of Common Stock have been granted under
the Director Option Plan. Options to acquire an additional 12,000 shares of
Common Stock will be granted on the date of the Company's annual meeting for
2000.
The Committee or the full Board is authorized under the Director Option Plan
to make discretionary grants of options and determine the terms and conditions
of such options. In addition, the Director Option Plan provides for an initial
one-time grant of options to purchase 10,000 shares of Common Stock to each
non-employee Director serving as a member of the Board upon the effectiveness
of the Director Option Plan or to any new non-employee Director upon being
elected to the Board. The Director Option Plan also provides that each
nonemployee Director shall automatically be entitled to options to purchase
2,000 shares of Common Stock upon each anniversary of such Director's election
to the Board (which will be granted at the Company's next annual meeting of
stockholders following such anniversary). The Director Option Plan requires
that the exercise price for each option granted under the plan must equal 100%
of the fair market value of the Company's Common Stock on the date the option
is granted. The initial one-time grants are immediately exercisable and the
annual grants will vest in three equal installments commencing on the first
anniversary of the grant date. Nothing contained in the Director Option Plan or
any agreement to be executed pursuant to the Director Option Plan will obligate
the Company, its Board or its stockholders to retain an optionee as a Director
of the Company.
11
<PAGE>
Wesley Jessen Retirement Plan
Substantially all full-time United States and Puerto Rico employees of the
Company participate in the Wesley Jessen Cash Balance Pension Plan (the
"Retirement Plan"), a defined benefit plan intended to qualify under Section
401(a) of the Code. The Retirement Plan became effective on January 1, 1996.
The Retirement Plan is a cash balance plan whereby each participant's benefits
are determined based on annual pay credits and interest credits made to each
participant's account. In general, a participant becomes vested under the
Retirement Plan upon completion of five years of service.
Annual pay credits range from 3.0% to 8.0% of compensation, depending on a
participant's length of service with the Company. Compensation refers to
pension eligible earnings of a participant under the Retirement Plan (up to
$160,000 for 1998, as limited by the Code), including all direct compensation
paid to participants plus any pretax deferrals.
Interest credits are based on a participant's account balance on the first
day of each calendar year and the plans interest credit rate. This interest
credit rate is determined for each calendar year and equals the value as of
December of the immediately preceding calendar year of the average yield on 1-
year Treasury bills.
No pay or interest credits are granted under the Retirement Plan for periods
of employment prior to June 29, 1995. However, service is calculated from date
of hire for the purpose of determining the level of pay credit for the plan
year, subject to bridging service for participants from certain acquired
entities. The normal retirement age under the plan is age 65. Benefits are
computed on a straight line basis. The Company contributes actuarially
determined amounts to fund benefits under the Retirement Plan within regulatory
minimum requirements and maximum tax deductible limits.
The aggregate estimated annual benefits payable from the Retirement Plan to
Messrs. Ryan, Kelley, Chapoy and Steiner upon normal retirement age are
$23,055, $54,529, $14,355 and $37,822, respectively. Mr. Roussel is not
eligible to participate in the Retirement Plan. Messrs. Ryan, Kelley. Chapoy
and Steiner currently have approximately 16 (including 12 years of service with
acquired entities), 21 (including 17 years of service with acquired entities),
6 and 16 years of credited service, respectively, under the Retirement Plan.
There is a supplemental benefit payable to Mr. Ryan pursuant to a
supplemental executive retirement plan earned during his employment with
Barnes-Hind and Revlon Visioncare, the obligation for which was assumed by the
Company as a result of the acquisition of PBH. The estimated annual benefit
payable to Ryan upon normal retirement age is equal to $30,480.
Compensation of Directors
Directors who are employees of the Company or are affiliated with its
significant stockholders do not receive a salary or an annual retainer for
their services. The Company pays non-employee Directors not otherwise
affiliated with the Company or its significant stockholders an annual cash
retainer of $10,000. In addition, the Company reimburses all Directors for
reasonable expenses incurred in attending Board meetings. Pursuant to the
Company's 1997 Non-Employee Director Stock Option Plan (the "Director Option
Plan"), non-employee Directors are granted options to purchase 10,000 shares of
Common Stock upon their initial election or appointment to the Board (or upon
the adoption of the Director Option Plan for those Directors in office on the
date of such adoption) and are entitled to options to purchase an additional
2,000 shares of Common Stock on an annual basis on each anniversary of such
Director's election or appointment to the Board (which are granted on the date
of the Company's next annual meeting of stockholders following such
anniversary). See "Non-Employee Director Stock Option Plan." All of the
Directors of the Company (other than Messrs. Ryan and Kelley) will be granted
annual options on the date of the Company's annual meeting for 2000. The
Directors do not receive any additional compensation for committee
participation.
12
<PAGE>
Compensation Committee Interlocks and Insider Participation
Prior to the IPO, the Company did not have a Compensation Committee. Instead
compensation decisions regarding the Company's executive officers were made by
the Board. The Compensation Committee was established in connection with the
IPO and is currently comprised of Messrs. Pagliuca, Levine and Ryan. Mr.
Pagliuca is a Managing Director of Bain Capital, which is a party to the
Advisory Agreement with the Company. Mr. Ryan is the Chairman of the Board,
President and Chief Executive Officer of the Company. The compensation for
employees who are also Directors of the Company (Messrs. Ryan and Kelley) for
the years ended 1997, 1998 and 1999 was established pursuant to the terms of
their respective employment agreements with the Company. See "Certain
Relationships and Related Transactions."
13
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Except as otherwise noted, the following table sets forth certain
information as of March 31, 2000 as to the security ownership of equity
securities of the Company by (a) each of the executive officers named in the
Summary Compensation Table, (b) each of the Directors of the Company, (c) all
Directors and executive officers as a group and (d) each person or entity known
to the Company to be the beneficial owner of five percent or more of the voting
securities of the Company. All information with respect to beneficial ownership
has been furnished by the respective Director, executive officer or five
percent beneficial owner, as the case may be. Unless otherwise indicated, each
person or entity named below has sole voting and investment power with respect
to the number of shares set forth opposite his or its name. Beneficial
ownership of the Common Stock listed in the table has been determined in
accordance with the applicable rules and regulations promulgated under the
Exchange Act.
<TABLE>
<CAPTION>
Shares of
Common Stock
------------------
Number Percent
Name of Shares of Class
---- --------- --------
<S> <C> <C>
Directors and Executive Officers:
Kevin J. Ryan(1)(2)........................................ 1,016,908 5.5%
Edward J. Kelley(3)........................................ 171,213 *
Lawrence L. Chapoy(4)...................................... 75,718 *
Daniel M. Roussel(5)....................................... 167,703 *
Thomas F. Steiner(6)....................................... 101,249 *
Michael A. D'Amato(7)...................................... 10,667 *
Adam W. Kirsch(7)(8)....................................... 106,642 *
Sol Levine(7).............................................. 25,677 *
John W. Maki(7)(8)......................................... 106,642 *
John J. O'Malley(7)(8)..................................... 106,642 *
Stephen G. Pagliuca(7)(8).................................. 699,426 4.0%
All Directors and executive officers as a group (16 2,618,182 13.4%
persons)(9)...............................................
5% Stockholders:
Ariel Capital Management, Inc.(10)......................... 1,065,925 6.3%
307 North Michigan Avenue
Chicago, Illinois 60601
Putnam Investments, Inc.(11)............................... 1,526,178 8.7%
One Post Office Square
Boston, Massachusetts 02109
T. Rowe Price Associates, Inc.(12)......................... 1,471,600 8.3%
100 E. Pratt Street
Baltimore, Maryland 21202
Suzanne Zak(13)............................................ 1,176,190 6.7%
100 N. Sixth Street, Ste. 476A
Minneapolis, Minnesota 55403
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
------------------
Number Percent
Name of Shares of Class
---- --------- --------
<S> <C> <C>
American Express Company(14)................................. 1,202,911 6.8%
200 Vesey Street
New York, New York 10285
Ocular Sciences, Inc.(15).................................... 3,506,397 19.9%
475 Eccles Avenue
South San Francisco, California 94080
</TABLE>
- --------
*Represents less than one percent.
(1) The address of such person is c/o the Company, 333 East Howard Avenue, Des
Plaines, Illinois 60018- 5903.
(2) Includes 969,850 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable
prior to May 31, 2000.
(3) Includes 126,270 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable
prior to May 31, 2000. Certain of Mr. Kelley's shares are held by an
individual retirement account for his sole benefit.
(4) Includes 60,778 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable
prior to May 31, 2000.
(5) Includes 155,140 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable
prior to May 31, 2000.
(6) Includes 94,050 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable
prior to May 31, 2000.
(7) Includes currently exercisable options to purchase 11,998 shares of Common
Stock issued to Messrs. Kirsch, Make, O'Malley and Pagliuca and currently
exercisable options to purchase 10,667 shares of Common Stock issued to
Messrs. D'Amato and Levine pursuant to the Director Option Plan.
(8) Includes, with respect to Messrs. Pagliuca, Kirsch, Maki and O'Malley,
44,240 shares of Common Stock held by BCIP Associates ("BCIP") and 50,404
shares held by BCIP Trust Associates, L.P. ("BCIP Trust"), as a result of
each being a general partner of such entities. In addition, with respect
to Mr. Pagliuca, includes 276,432 shares held by Bain Capital Fund IV,
L.P. ("Fund IV") and 316,352 shares held by Bain Capital Fund IV-B, L.P.
("Fund IV-B"), as a result of Mr. Pagliuca being a Managing Director of
the general partner of such funds. Each such person disclaims beneficial
ownership of any such shares in which he does not have a pecuniary
interest. Messrs. Kirsch, Maki and O'Malley are no longer employed by Bain
Capital.
(9) Includes an aggregate of 1,725,658 shares of Common Stock that can be
acquired through currently exercisable options or options that will become
exercisable prior to May 31, 2000 held by the Directors and executive
officers of the Company.
(10) Pursuant to an Amendment No. 3 to Schedule 13G filed with the Commission
on April 6, 2000, John W. Rogers, Jr., President and principal shareholder
of Ariel Capital Management, Inc. ("Ariel"), also reported that he may be
deemed to have beneficial ownership of the shares held by Ariel.
(11) Pursuant to an Amendment to Schedule 13G filed with the Commission on
February 18, 2000: (i) Putnam Investments, Inc. ("PI") reported shared
voting power with respect to 194,100 shares and shared dispositive power
with respect to 1,526,178 shares; (ii) Putnam Investment Management, Inc.
("PIM") reported shared dispositive power with respect to 1,152,478
shares; (iii) The Putnam Advisory Company, Inc. ("PAC") reported shared
voting power with respect to 194,100 shares and shared dispositive power
with respect to 373,700 shares; (iv) Putnam Health Services Trust ("PHST")
reported shared dispositive power with respect to 984,370 shares; and (v)
Marsh & McLennan Companies, Inc. ("MMC"), as the
15
<PAGE>
parent holding company of PI, was listed as a reporting person in the
Schedule 13G but did not report beneficial ownership with respect to any
shares. The address for PIM, PAC and PHST is the same as the address for
PI listed in the table above. The address for MMC is 1166 Avenue of the
Americas, New York, New York 10036.
(12) Pursuant to a Schedule 13G filed with the Commission on February 10,
2000, T. Rowe Price Associates, Inc. reported the sole power to vote
222,400 shares and the sole power to dispose of 1,471,600 shares and T.
Rowe Price New Horizons Fund, Inc. (the "Horizons Fund") reported the
sole power to vote 1,100,000 shares. The address for the Horizons Fund is
the same as the address listed for T. Rowe Price Associates, Inc. in the
table above.
(13) Pursuant to a Schedule 13G filed with the Commission on February 12,
1999: (i) Suzanne Zak, the chief executive officer of Zak Capital, Inc.
and the managing member of the general partner of Zak Minotaur Fund,
L.P., reported the shared power to vote and to dispose of 1,176,190
shares; (ii) Zak Capital, Inc. reported the shared power to vote and to
dispose of 1,150,490 shares; and (iii) Zak Minotaur Fund, L.P. reported
the shared power to vote and to dispose of 25,700 shares. The address for
Zak Capital, Inc. and Zak Minotaur Fund, L.P. is the same as the address
listed for Suzanne Zak in the table above.
(14) Pursuant to a Schedule 13G filed with the Commission on February 8, 2000,
American Express Company, in its capacity as a parent holding company,
and American Express Financial Corporation ("AEFC"), as an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940, reported the shared power to vote of 754,170 shares and the shared
power to dispose of 1,202,911 shares. The address for AEFC is IDS Tower
10, Minneapolis, Minnesota 55440.
(15) Pursuant to a Schedule 13D filed with the Commission on March 29, 2000,
Ocular Sciences, Inc. ("OSI") reported beneficial ownership of 3,506,397
shares of Common Stock as a result of OSI holding an option that is
exercisable under certain circumstances for an aggregate of 3,506,397
shares of Common Stock. The option was granted to OSI by the Company in
connection with the execution of an Agreement and Plan of Merger, dated
as of March 19, 2000, between the Company, OSI Acquisition Corp. and OSI.
16
<PAGE>
Item 13. Certain Relationships and Related Transactions
Advisory Agreement
In June 1995, the Company entered into an Advisory Agreement with Bain
Capital, which was amended and restated in October 1996 (the "Advisory
Agreement"), pursuant to which Bain Capital agreed to provide management
consulting, advisory services and support, negotiation and analysis of
financial alternatives, acquisitions and dispositions and other services agreed
upon by the Company and Bain Capital. In exchange for such services, Bain
Capital receives: (i) a quarterly management fee of not more than $500,000,
plus reasonable out-of-pocket expenses, and (ii) a transaction fee in
connection with the consummation of each acquisition, divestiture or financing
by the Company or its subsidiaries in an amount equal to 1.0% of the aggregate
value of such transaction. For the year ended December 31, 1999, the Company
paid Bain Capital fees of $1,566,785 under the Advisory Agreement. The Advisory
Agreement has an initial term ending on January 31, 2004, subject to automatic
one-year extensions unless the Company or Bain Capital provides written notice
of its desire not to extend such term.
Registration Agreement
The Company, certain investment funds controlled by Bain Capital (the "Bain
Capital Funds") and their related investors and BT Investment Partners, Inc.
are parties to a registration agreement (the "Registration Agreement"). Under
the Registration Agreement, the holders of a majority of the registrable
securities owned by the Bain Capital Funds and their related investors have the
right at any time, subject to certain conditions, to require the Company to
register any or all of their shares of Common Stock under the Securities Act of
1933, as amended (the "Securities Act") on Form S-1 (a "Long-Form
Registration") or on Form S-2 or Form S-3 (a "Short-Form Registration") each on
an unlimited number of occasions at the Company's expense. The Company is not
required, however, to effect any such Long-Form Registration or Short-Form,
Registration within six months after the effective date of a prior demand
registration and may postpone the filing of such registration for up to six
months if the holders of a majority of the registrable securities agree that
such a registration would reasonably be expected to have an adverse effect on
any proposal or plan by the Company or any of its subsidiaries to engage in an
acquisition, merger or similar transaction. In addition, all holders of
registrable securities are entitled to request the inclusion of any shares of
Common Stock subject to the Registration Agreement in any registration
statement at the Company's expense whenever the Company proposes to register
any of its securities under the Securities Act, subject to certain conditions.
In connection with all such registrations, the Company has agreed to indemnify
all holders of registrable securities against certain liabilities, including
liabilities under the Securities Act. The holders of an aggregate of 687,428
shares of Common Stock have certain demand registration rights pursuant to the
Registration Agreement.
Indebtedness of Management
On May 7, 1997, the Company loaned Mr. Ryan, the Company's Chairman,
President and Chief Executive Officer, $1.2 million pursuant to the terms of an
unsecured promissory note bearing interest at an annual rate of 8%, payable
quarterly. The note is due on the earlier of (i) May 9, 2002, (ii) the date Mr.
Ryan ceases to be employed by the Company or (iii) the date Mr. Ryan disposes
of any of his Common Stock. The Company has previously waived the requirement
that Mr. Ryan repay such loan pursuant to clause (iii) above. As of March 15,
2000, an aggregate of $1.2 million was outstanding under the note.
On July 27, 1999, the Company loaned Mr. Ryan $2.6 million pursuant to the
terms of a promissory note bearing interest at an annual rate 5.3125%, computed
on a daily basis. The borrowings under the note were secured by all of the
stock options held by Mr. Ryan. The note was repaid in full on August 27, 1999.
Indemnification Agreements
The Company has entered into agreements to provide indemnification for its
Directors and executive officers in addition to the indemnification provided
for in the Company's Restated Certificate and By-laws.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 28th day of April, 2000.
Wesley Jessen Visioncare, Inc.
/s/ Kevin J. Ryan
By __________________________________
Kevin J. Ryan
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K has been signed below by the following persons on
behalf of the Registrant in the capacities indicated on this 28th day of April,
2000.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Kevin J. Ryan President, Chief Executive Officer and
___________________________________________ Director (principal executive officer)
Kevin J. Ryan
/s/ Edward J. Kelley Chief Financial Officer, Treasurer and
___________________________________________ Director (principal financial officer)
Edward J. Kelley
/s/ Ronald J. Artale Vice President--Controller (principal
___________________________________________ accounting officer)
Ronald J. Artale
/s/ Michael A. D'Amato Director
___________________________________________
Michael A. D'Amato
/s/ Adam W. Kirsh Director
___________________________________________
Adam W. Kirsh
/s/ Sol Levine Director
___________________________________________
Sol Levine
/s/ John W. Maki Director
___________________________________________
John W. Maki
/s/ John J. O'Malley Director
___________________________________________
John J. O'Malley
/s/ Stephen G. Pagliuca Director
___________________________________________
Stephen G. Pagliuca
</TABLE>
18
