<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended October 28, 2000
Commission file number 001-13143
BJ'S WHOLESALE CLUB, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3360747
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mercer Road
Natick, Massachusetts 01760
(Address of principal executive offices) (Zip Code)
(508) 651-7400
(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 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 .
---- ----
The number of shares of the Registrant's common stock outstanding as of November
25, 2000: 72,403,602
<PAGE>
PART I. FINANCIAL INFORMATION
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-----------------------------------
October 28, October 30,
2000 1999
----------- ----------
(Dollars in Thousands except Per Share Amounts)
<S> <C> <C>
Net sales $1,151,506 $ 990,638
Membership fees and other 26,647 23,336
---------- ----------
Total revenues 1,178,153 1,013,974
---------- ----------
Cost of sales, including buying and occupancy costs 1,049,198 900,383
Selling, general and administrative expenses 82,636 73,755
Preopening expenses 3,059 2,504
---------- ----------
Operating income 43,260 37,332
Interest income, net 1,277 841
---------- ----------
Income before income taxes 44,537 38,173
Provision for income taxes 17,146 14,839
---------- ----------
Net income $ 27,391 $ 23,334
========== ==========
Net income per common share:
Basic $ 0.38 $ 0.32
========== ==========
Diluted $ 0.37 $ 0.31
========== ==========
Number of common shares for earnings per share computations:
Basic 72,516,968 73,582,931
Diluted 73,959,812 75,290,420
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
-----------------------------------
October 28, October 30,
2000 1999
----------- ----------
(Dollars in Thousands except Per Share Amounts)
<S> <C> <C>
Net sales $3,349,832 $2,864,438
Membership fees and other 76,235 66,176
---------- ----------
Total revenues 3,426,067 2,930,614
---------- ----------
Cost of sales, including buying and occupancy costs 3,058,070 2,609,993
Selling, general and administrative expenses 240,484 211,841
Preopening expenses 6,783 7,159
---------- ----------
Operating income 120,730 101,621
Interest income, net 3,993 1,949
---------- ----------
Income before income taxes 124,723 103,570
Provision for income taxes 48,018 40,082
---------- ----------
Net income $ 76,705 $ 63,488
========== ==========
Net income per common share:
Basic $ 1.05 $ 0.86
========== ==========
Diluted $ 1.03 $ 0.84
========== ==========
Number of common shares for earnings per share computations:
Basic 73,019,851 73,702,223
Diluted 74,558,791 75,400,176
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 28, January 29, October 30,
2000 2000 1999
----------- ----------- -----------
(Unaudited) (Unaudited)
(Dollars in Thousands)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,232 $ 60,437 $ 7,635
Marketable securities - - 1,582
Accounts receivable 59,844 51,998 45,922
Merchandise inventories 584,902 446,771 503,793
Current deferred income taxes 6,358 5,995 8,596
Prepaid expenses 6,455 15,482 11,404
---------- ---------- ----------
Total current assets 665,791 580,683 578,932
---------- ---------- ----------
Property at cost:
Land and buildings 358,044 342,817 336,939
Leasehold costs and improvements 62,178 59,350 49,544
Furniture, fixtures and equipment 306,607 279,381 260,650
---------- ---------- ----------
726,829 681,548 647,133
Less accumulated depreciation and amortization 225,357 201,486 191,665
---------- ---------- ----------
501,472 480,062 455,468
---------- ---------- ----------
Property under capital leases 3,319 3,319 6,219
Less accumulated amortization 2,240 2,115 2,074
---------- ---------- ----------
1,079 1,204 4,145
---------- ---------- ----------
Other assets 12,645 11,499 11,834
---------- ---------- ----------
Total assets $1,180,987 $1,073,448 $1,050,379
========== ========== ==========
LIABILITIES
Current liabilities:
Accounts payable $ 385,587 $ 288,540 $ 345,166
Accrued expenses and other current liabilities 123,943 137,641 117,717
Accrued federal and state income taxes 7,970 20,806 8,574
Obligations under capital leases due within one year 235 220 215
---------- ---------- ----------
Total current liabilities 517,735 447,207 471,672
---------- ---------- ----------
Obligations under capital leases, less portion
due within one year 1,887 2,050 2,103
Other noncurrent liabilities 44,604 38,431 36,907
Deferred income taxes 8,809 8,362 7,495
STOCKHOLDERS' EQUITY
Common stock, par value $.01, authorized 180,000,000
shares, issued 74,410,190, 74,410,190
and 74,184,588 shares 744 744 742
Additional paid-in capital 76,642 85,958 81,856
Retained earnings 593,757 517,052 469,416
Treasury stock, at cost, 2,052,965, 867,370 and 706,828 shares (63,191) (26,356) (19,812)
---------- ---------- ----------
Total stockholders' equity 607,952 577,398 532,202
---------- ---------- ----------
Total liabilities and stockholders' equity $1,180,987 $1,073,448 $1,050,379
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
------------------------------
October 28, October 30,
2000 1999
----------- -----------
(Dollars in Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 76,705 $ 63,488
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of property 39,938 34,348
Loss on property disposals 166 696
Other noncash items (net) 80 59
Deferred income taxes 84 (1,042)
Tax benefit from exercise of stock options 9,716 5,158
Increase (decrease) in cash due to changes in:
Accounts receivable (7,846) 5,212
Merchandise inventories (138,131) (131,053)
Prepaid expenses 9,027 1,203
Other assets (1,215) (955)
Accounts payable 97,047 131,464
Accrued expenses (2,687) 5,366
Accrued income taxes (12,836) (3,183)
Other noncurrent liabilities 6,173 1,979
--------- ---------
Net cash provided by operating activities 76,221 112,740
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (5,001) (1,582)
Sale of marketable securities 5,001 -
Maturity of marketable securities - 100
Property additions (72,601) (64,171)
Proceeds from property disposals 201 31
--------- ---------
Net cash used in investing activities (72,400) (65,622)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of capital lease obligations (148) (132)
Repayment of long-term debt - (30,000)
Purchase of treasury stock (64,346) (26,645)
Proceeds from sale and issuance of common stock 8,468 5,144
--------- ---------
Net cash used in financing activities (56,026) (51,633)
--------- ---------
Net decrease in cash and cash equivalents (52,205) (4,515)
Cash and cash equivalents at beginning of year 60,437 12,150
--------- ---------
Cash and cash equivalents at end of period $ 8,232 $ 7,635
========= =========
Supplemental cash flow information:
Interest paid, net $ (46) $ 194
Income taxes paid 60,770 44,307
Noncash financing and investing activities:
Treasury stock issued for compensation plans 27,511 6,833
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Common
Stock Additional Total
Par Value Paid-in Retained Treasury Stockholders'
$.01 Capital Earnings Stock Equity
--------- ---------- -------- -------- ------------
(Dollars in Thousands except Per Share Amount)
<S> <C> <C> <C> <C> <C>
Balance, January 30, 1999 $ 738 $ 78,376 $ 405,928 $ - $ 485,042
Net income - - 63,488 - 63,488
Sale and issuance of common stock 4 3,480 - 6,833 10,317
Purchase of treasury stock - - - (26,645) (26,645)
------- --------- --------- -------- --------
Balance, October 30, 1999 $ 742 $ 81,856 $ 469,416 $(19,812) $532,202
======= ========= ========= ======== ========
Balance, January 29, 2000 $ 744 $ 85,958 $ 517,052 $(26,356) $577,398
Net income - - 76,705 - 76,705
Sale and issuance of common stock - (9,316) - 27,511 18,195
Purchase of treasury stock - - - (64,346) (64,346)
------- --------- --------- -------- --------
Balance, October 28, 2000 $ 744 $ 76,642 $ 593,757 $(63,191) $607,952
======= ========= ========= ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The results for the quarter and nine months ended October 28, 2000 are not
necessarily indicative of the results for the full fiscal year or any future
period because, among other things, the Company's business, in common with the
business of retailers generally, is subject to seasonal influences. The
Company's sales and operating income have historically been strongest in the
fourth quarter holiday season and lowest in the first quarter of each fiscal
year.
2. The interim financial statements are unaudited and reflect all normal
recurring adjustments considered necessary by the Company for a fair
presentation of its financial statements in accordance with generally accepted
accounting principles.
3. These interim financial statements should be read in conjunction with the
consolidated financial statements and related notes in the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 2000.
4. The following details the calculation of earnings per share for the periods
presented below (amounts in thousands except per share amounts):
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
-------------------- -----------------------
Oct. 28, Oct. 30, Oct. 28, Oct. 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $27,391 $23,334 $76,705 $63,488
======= ======= ======= =======
Weighted-average number of common
shares outstanding, used for basic
computation 72,517 73,583 73,020 73,702
Plus: Incremental shares from assumed
exercise of stock options 1,443 1,707 1,539 1,698
------- ------- ------- -------
Weighted-average number of common
and dilutive potential common shares
outstanding 73,960 75,290 74,559 75,400
======= ======= ======= =======
Basic income per share $ 0.38 $ 0.32 $ 1.05 $ 0.86
======= ======= ======= =======
Diluted income per share $ 0.37 $ 0.31 $ 1.03 $ 0.84
======= ======= ======= =======
</TABLE>
Options to purchase a total of 946,400 shares at an exercise price of $37.0625
were outstanding at October 28, 2000, but were not included in the computation
of diluted EPS for the periods then ended because the exercise price was greater
than the average market price of the common shares for those periods.
5. The Company operated 114 clubs on October 28, 2000 versus 103 clubs on
October 30, 1999.
6. Certain amounts in the prior year's financial statements have been
reclassified for comparative purposes.
7
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Thirteen Weeks (Third Quarter) and Thirty-Nine Weeks Ended October 28, 2000
versus Thirteen and Thirty-Nine Weeks Ended October 30, 1999.
Results of Operations
---------------------
Net sales for the third quarter ended October 28, 2000 rose 16.2% to $1.2
billion from $1.0 billion reported in last year's third quarter. Net sales for
the first nine months of the year totaled $3.3 billion, 16.9% higher than last
year's comparable period. These increases were due to the opening of new
stores, comparable store sales increases of 5.7% in the third quarter and 6.0%
year-to-date, and an expansion in the number of gas stations in operation from
eleven at October 30, 1999 to 31 at October 28, 2000. Total revenues in the
third quarter included membership fees of $23.1 million versus $20.3 million in
last year's third quarter. Year-to-date membership fees were $67.4 million
versus $58.3 million last year.
Cost of sales (including buying and occupancy costs) was 91.12% of net sales in
this year's third quarter versus 90.89% in the comparable period last year. For
the first nine months, the cost of sales percentage was 91.29% this year versus
91.12% last year. These increases were primarily due to a combination of two
factors. The first factor was the increased contribution of gas to the
Company's sales. The gross margin on gas is significantly lower than the
overall gross margin for the rest of BJ's business. The second factor was an
increase in occupancy costs as a percentage of sales this year, resulting from
the opening of a large number of new clubs over the past several quarters.
Sales levels in new clubs typically start below the chain average and grow over
time.
Selling, general and administrative ("SG&A") expenses were 7.18% of net sales in
the third quarter versus 7.45% in last year's comparable period. Year-to-date
SG&A expenses were 7.18% of net sales this year versus 7.40% last year. These
decreases were attributable mainly to leveraging fixed expenses against
increased comparable store sales and sales from new clubs, the increase in gas
sales, which have low related SG&A costs, and effective control of payroll
costs. The Company completed its rollout of debit card acceptance during the
second quarter, which has helped to slow the growth rate of credit costs
experienced in recent years.
Preopening expenses were $3.1 million in the third quarter this year compared
with $2.5 million in last year's third quarter. Year-to-date preopening expenses
totaled $6.8 million this year versus $7.2 million last year. The Company
opened seven new clubs, and relocated one club in the first nine months of this
year. Three new clubs were opened in this year's third quarter. Last year the
Company opened seven new clubs in the first nine months, three of them in the
third quarter. Most of the preopening expenses for one club opened in February
this year were incurred in the fourth quarter of last year.
Operating income in the third quarter rose to $43.3 million, an increase of
15.9% over last year's third quarter operating income of $37.3 million. Year-to-
date operating income this year was $120.7 million, 18.8% higher than last
year's $101.6 million.
8
<PAGE>
The components of interest income, net were as follows (in thousands):
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
-------------------- ------------------------
Oct. 28, Oct. 30, Oct. 28, Oct. 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Interest income $1,280 $952 $4,015 $2,178
Capitalized interest 129 21 374 200
Interest expense on debt (76) (70) (224) (242)
Interest expense on capital leases (56) (62) (172) (187)
------ ---- ------ ------
Interest income, net $1,277 $841 $3,993 $1,949
====== ==== ====== ======
</TABLE>
This year's increase in net interest income was due primarily to higher invested
cash balances.
The Company's year-to-date provision for income taxes was 38.5% of pre-tax
income this year versus 38.7% in last year's comparable period. This decrease
was due to a lower effective state income tax rate.
Third quarter net income was $27.4 million, or $.37 per diluted share, compared
with $23.3 million, or $.31 per diluted share, in last year's third quarter. Net
income in this year's first nine months was $76.7 million, or $1.03 per
diluted share, versus net income of $63.5 million, or $.84 per diluted share, in
last year's comparable period.
The Company opened twelve gas stations in the first nine months of this year and
expects to open 15 to 20 for the full year. Although the gas stations operate
at a lower margin rate than the rest of BJ's business, they have had a positive
effect on club sales and membership.
On November 14, 2000 the Company announced that it will increase its annual
membership fee for both "Inner Circle" and Business members from $35 to $40,
effective January 1, 2001. Members will continue to receive one free
supplemental membership with each paid primary membership. Also effective
January 1, 2001, additional paid supplemental memberships may be purchased for
$20 each, an increase of $5 above the current charge. Membership renewals take
place throughout the year and membership fee income is recognized over the life
of the membership, which is typically twelve months. Consequently, about one
half of the benefit of the fee increase is recognized during the first year.
The effect of the fee increase on this year's fourth quarter is expected to be
minimal.
The Company anticipates that the fourth quarter will be positively impacted by a
53rd week of sales this year. This benefit is projected to be largely offset by
fourth quarter comparable store sales which are expected to be about 1% to 2%
below the Company's recent underlying trend because of last year's unusually
strong fourth quarter sales performance. Sales in last year's fourth quarter
were driven by heavy demand for millennium-related products. The Company also
benefited from very low snowfall in the Northeast in the fourth quarter last
year, particularly during the holiday shopping period.
The Company expects the vast majority of the benefit of the membership fee
increase to be used to invest in club expansion; to absorb about $2 to $3
million of incremental annual operating costs for the Company's new cross-
docking facility which is being constructed near Philadelphia; to pay for
anticipated utility rate increases and higher employee medical benefit costs;
and to fund the cost of relocating two clubs, projected to be $2 to $3 million.
9
<PAGE>
Seasonality
-----------
The Company's business, in common with the business of retailers generally, is
subject to seasonal influences. The Company's sales and operating income have
historically been strongest in the fourth quarter holiday season and lowest in
the first quarter of each fiscal year.
Recent Accounting Standards
---------------------------
In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," was issued. The adoption of
this statement, which becomes effective in 2001, is not expected to have a
material impact on the Company's results of operations, financial position or
cash flows or to produce any major changes in current disclosures.
Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 101 was
released on December 3, 1999 and provides the staff's view in applying generally
accepted accounting principles to selected revenue recognition issues. The
implementation date for SAB 101 has been delayed by the SEC to the fourth
quarter of 2000. The Company does not believe that the implementation of SAB
101 will have a material effect on its results of operations, financial position
or cash flows.
Liquidity and Capital Resources
-------------------------------
Net cash provided by operating activities was $76.2 million in the first nine
months of 2000 versus $112.7 million in last year's comparable period. The
decrease from last year in cash provided by operating activities was
attributable mainly to the decrease in cash provided by the change in accounts
payable. Accounts payable balances were higher than normal at the beginning of
this year due in part to the January replenishment of inventories in categories
with millennium-related demand, much of which was paid for after the end of
January.
Cash expended for property additions was $72.6 million in the first nine months
of 2000 versus $64.2 million in the comparable period of 1999. The Company
opened seven new clubs in the first nine months of both this year and last year
and relocated one club to a new facility this year. Twelve new gas stations have
been opened year-to-date this year versus six in last year's comparable period.
The Company's capital expenditures are expected to total approximately $115
million in the current fiscal year, based on plans to open approximately eleven
new clubs, relocate one club, open 15 to 20 gas stations, and construct a new
cross-docking facility, which is planned to replace the current facility outside
of Philadelphia next spring. Preliminary plans for next year call for a capital
budget of $150 million, based on opening a total of fourteen clubs, including
the two relocated clubs. Five of the planned clubs are expected to be owned.
The timing of actual openings and the amount of related expenditures could vary
from these estimates due, among other things, to the complexity of the real
estate development process.
On May 25, 2000, the Board of Directors authorized the repurchase of up to $50
million of the Company's common stock in addition to $100 million previously
authorized. During the first nine months of 2000, the Company repurchased
2,088,200 shares of common stock for $64.3 million, or an average price of
$30.81 per share. From the inception of its share repurchase activities in
August 1998 through October 28, 2000, the Company has repurchased a total of
$130.3 million of stock at an average cost of $26.20 per share. The Company's
remaining repurchase authorization was $19.7 million at October 28, 2000.
10
<PAGE>
The Company has a $200 million unsecured credit agreement with a group of banks
which expires July 9, 2002. The agreement includes a $50 million sub-facility
for letters of credit, of which $3.4 million was outstanding at October 28,
2000. The Company is required to pay an annual facility fee which is currently
0.10% of the total commitment. Interest on borrowings is payable at the
Company's option either at (a) the Eurodollar rate plus a margin which is
currently 0.25%, (b) the agent bank's prime rate or (c) a rate determined by
competitive bidding. The facility fee and Eurodollar margin are both subject to
change based upon the Company's fixed charge coverage ratio. The agreement
contains covenants which, among other things, include minimum net worth and
fixed charge coverage requirements and a maximum funded debt-to-capital
limitation, prohibit the payment of cash dividends on the Company's common
stock, and generally limit the cumulative repurchase of the Company's common
stock to $50 million plus 50% of net income (as defined by the agreement) earned
after January 30, 1998.
The Company also maintains a separate $41 million facility for letters of
credit, primarily to support the purchase of inventories, of which $5.8 million
was outstanding at October 28, 2000, and an additional $20 million uncommitted
credit line for short-term borrowings.
Cash and cash equivalents totaled $8.2 million as of October 28, 2000, and there
were no borrowings outstanding on that date. The Company expects that its
current resources, together with anticipated cash flow from operations, will be
sufficient to finance its operations through the fiscal year ending February 2,
2002. However, the Company may from time to time seek to obtain additional
financing.
Factors Which Could Affect Future Operating Results
---------------------------------------------------
This report contains a number of "forward-looking statements," including
statements regarding membership fee income, utility costs, employee medical
benefit costs and preopening expenses, planned capital expenditures, planned
store, gas station and cross-docking facility openings or relocations, and other
information with respect to the Company's plans and strategies. Any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "estimates," "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause actual events or the Company's
actual results to differ materially from those indicated by such forward-looking
statements, including, without limitation, economic and weather conditions and
state and local regulation in the Company's markets; competitive conditions;
events which might cause the Company's spin-off from Waban Inc., now known as
HomeBase, Inc. ("HomeBase"), not to qualify for tax-free treatment; and
contingent liabilities under the Company's indemnification agreement with The
TJX Companies, Inc. ("TJX"). Each of these factors is discussed in more detail
in the Company's Annual Report on Form 10-K for the fiscal year ended January
29, 2000. In 1997, the Company agreed to indemnify TJX for any liabilities TJX
may incur with respect to 42 current HomeBase leases. The Company's
indemnification obligation is for 100% of any contingent lease liabilities
through January 31, 2003 and for 50% of any such liabilities thereafter. At the
end of the current fiscal year, the Company's maximum undiscounted pre-tax
contingent liability under the TJX indemnification agreement is estimated to be
approximately $220-$230 million. As of January 31, 2003, the estimated amount
decreases to approximately $130-$140 million. These amounts include estimated
real estate taxes and common area maintenance charges. These estimates do not
take into consideration the reduction in the Company's contingent liability that
would result from any subleasing of the properties.
11
<PAGE>
Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company believes that its potential exposure to market risk as of October
28, 2000 is not material because of the short contractual maturities of its cash
and cash equivalents. No bank debt was outstanding at October 28, 2000. The
Company has not used derivative financial instruments.
12
<PAGE>
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
10.12a Amendment to July 28, 1997 Employment Agreement with
Herbert J. Zarkin
27.0 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K with the
Securities and Exchange Commission during the quarter ended
October 28, 2000.
13
<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.
BJ'S WHOLESALE CLUB, INC.
-------------------------
(Registrant)
Date: December 8, 2000 /S/ JOHN J. NUGENT
-------------------------- ------------------------------------------
John J. Nugent
President and Chief Executive Officer
(Principal Executive Officer)
Date: December 8, 2000 /S/ FRANK D. FORWARD
-------------------------- ----------------------------------
Frank D. Forward
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
