<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the transition period from_____to_____.
Commission File No. 1-13783
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
INTEGRATED ELECTRICAL SERVICES, INC.
401(k) RETIREMENT SAVINGS PLAN
1800 West Loop South, Suite 500
Houston, Texas 77027
B. Name and issuer of the securities held pursuant to the plan and the
address of its principal executive office:
INTEGRATED ELECTRICAL SERVICES, INC.
1800 West Loop South, Suite 500
Houston, Texas 77027
<PAGE> 2
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the plan administrator has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 28, 2000
INTEGRATED ELECTRICAL SERVICES, INC.
401(k) RETIREMENT SAVINGS PLAN
By: /s/ Kent M. Edwards
------------------------------------
Kent M. Edwards
Vice President, Human Resources and
Administration and a member of the
Administrative Committee
<PAGE> 3
INTEGRATED ELECTRICAL SERVICES, INC.
401(k) RETIREMENT SAVINGS PLAN
Financial Statements
As of December 31, 1999
Together With Auditors' Report
<PAGE> 4
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<S> <C>
Report of Independent Public Accountants................................................................................2
Financial Statements-
Statement of Net Assets Available for Benefits as of December 31, 1999...............................................3
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1999.......................4
Notes to Financial Statements...........................................................................................5
Supplemental Schedules-
Schedule I--Schedule of Assets Held for Investment Purposes as of December 31, 1999.................................10
Schedule II--Schedule of Nonexempt Transactions for the Year Ended December 31, 1999................................11
</TABLE>
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<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Integrated Electrical Services, Inc.
401(k) Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan (the
Plan) as of December 31, 1999, and the related statement of changes in net
assets available for benefits for the year then ended. These financial
statements and the supplemental schedules referred to below are the
responsibility of the Administrative Committee. Our responsibility is to express
an opinion on these financial statements and supplemental schedules based on our
audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Administrative Committee, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999, and the changes in net assets available for benefits for the
year then ended in conformity with accounting principles generally accepted in
the United States.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1999, and nonexempt transactions for
the year ended December 31, 1999, are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 28, 2000
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<PAGE> 6
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at fair value $ 59,646,766
Accrued income 24,642
Contributions receivable-
Employee 873,764
Employer 165,948
-------------
Total assets 60,711,120
LIABILITIES:
Accrued liabilities 41,851
Excess contributions payable 270,574
-------------
Total liabilities 312,425
-------------
NET ASSETS AVAILABLE FOR BENEFITS $ 60,398,695
=============
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
<PAGE> 7
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Interest and dividend income $ 2,848,415
Net appreciation (depreciation) in fair value of investments-
Common/collective trust funds 1,566,812
Mutual funds 4,763,710
Integrated Electrical Services, Inc., common stock (932,562)
------------
Total investment income 8,246,375
------------
Contributions-
Employee 10,114,307
Employer 1,884,876
Rollovers 600,403
------------
12,599,586
------------
Transfers from other plans (Note 4) 42,828,127
------------
Total additions 63,674,088
------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals 2,876,625
Excess contributions 270,574
Administrative expenses 128,194
------------
Total deductions 3,275,393
------------
Net increase 60,398,695
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year --
------------
End of year $ 60,398,695
============
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 8
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
The following description of the Integrated Electrical Services, Inc. 401(k)
Retirement Savings Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for more complete
information about the Plan's provisions.
General
The Plan is a defined contribution plan established by Integrated Electrical
Services, Inc. (the "Company"), on January 1, 1999. The Plan was established
under the provisions of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), which includes a qualified deferred arrangement as
described in Section 401(k) of the Code, for the benefit of eligible employees
of the Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
The Company, as Plan administrator, established an administrative committee (the
"Administrative Committee"). The Administrative Committee is responsible for the
general administration of the Plan. The Administrative Committee is given all
powers necessary to enable it to carry out its duties including, but not limited
to, the power to interpret the Plan.
Trustee
American Industries Trust Company, a subsidiary of Hand Benefits & Trust, Inc.
(the "Trustee"), is the trustee of the Plan. The trustee holds, controls,
manages, invests and ultimately distributes the assets of the Plan to
participants.
Trustee fees and administrative costs, excluding participant loan fees, incurred
during 1999 were paid either by the Company or through unallocated forfeitures
within the Plan. Participant loan fees were paid by the participants requesting
the loan.
Eligibility
All employees excluding members of a collective bargaining unit, nonresident
aliens, leased employees and employees of an affiliate of the Company who are
not participating in the Plan are eligible to participate in the Plan on the
January 1, April 1, July 1 or October 1 immediately following the later of the
date on which he or she completes one year of service with at least 1,000 hours
of service or attains age 21. Effective January 1, 2000, the Plan was amended to
reduce the eligibility length of service from one year to six months.
Rollovers
Rollover contributions are allowed by the Plan and may be made by any eligible
employee.
-5-
<PAGE> 9
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Contributions
Eligible employees may contribute an amount up to 15 percent of his or her
compensation as defined. Effective January 1, 2000, the Plan was amended to
increase the deferral limit to 20 percent.
The Company will make matching contributions based on a percentage, if any, as
determined each Plan year by the Company. During 1999, the Company made matching
contributions equal to 25 percent of the first 6 percent of each participant's
contribution.
The Plan allows the Company to make a "true-up" matching contribution at its
sole discretion at the end of a Plan year for eligible participants in an amount
which, when aggregated with the Company contributions made during the year, will
produce aggregate matching contributions equal to the percentage established by
the Company.
Participant Accounts
Each participant's account is credited with the participant's contributions, the
Company's matching contributions and the participant's share of earnings, losses
and any appreciation or depreciation of the funds invested. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's account.
Loans
Participants may borrow from their before-tax contribution accounts a minimum of
$1,000 to a maximum equal to the lesser of (a) $50,000 minus any outstanding
loan balance(s) in the last 12 months or (b) 50 percent of their vested account
balances. No more than one loan is allowed per account at any given time.
Interest rates are established by the Administrative Committee. Loans must be
repaid within five years. Principal and interest are repaid through after-tax
payroll deductions.
Investment Options
The Plan allows for participant transactions on any January 1, April 1, July 1
and October 1 with respect to (a) the transfer of funds from one investment
alternative to another, (b) changes in the contribution level, and (c) changes
in the investment of new contributions. Participants may cease their deferrals
at the beginning of any payroll period with proper notice. The Plan provides for
contributions to be invested by the Trustee among the Company's common stock,
five mutual funds and five common/collective trust funds in accordance with
participant investment elections and the provisions of the trust agreement.
The Trustee utilizes the American Industries Composite Employee Benefit Trust -
Federal Communication Group, a common/collective trust fund, to invest assets of
the Plan pending investment into the directed funds.
Vesting
Participants are 100 percent vested in their contributions, rollover
contributions and earnings thereon. Participants vest in their Company matching
contributions, and earnings thereon, as follows:
<TABLE>
<CAPTION>
Vested
Completed Years of Service Percentage
-------------------------- ----------
<S> <C>
Less than 3 0%
3 or more 100
</TABLE>
-6-
<PAGE> 10
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Forfeitures
Forfeitures result from termination of employment before full vesting has
occurred. Forfeitures are first used to pay the Plan's ordinary and necessary
administrative expenses. Remaining forfeitures are used to reduce the Company
matching contributions.
Withdrawals
Once age 59-1/2 is attained, a participant may withdraw some or all of the
vested amounts in his or her account. If the participant is younger than 59-1/2,
he or she may withdraw some or all of the vested amounts in his or her account,
excluding earnings thereon, only in the event of financial hardship. Upon
retirement, termination of employment, death or permanent disability,
participants or their beneficiaries may choose among monthly installments, a
life annuity, a joint and 50 percent or 100 percent survivor annuity, a life
annuity with a guaranteed payment period of five, 10, 15 or 20 years or a lump
sum equal to the vested value of their accounts.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
Basis of Accounting
The Trustee provides statements, prepared on a cash basis of accounting, to the
Company. Adjustments have been made to convert the statements to an accrual
basis for reporting purposes. Withdrawals are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
Investment Valuation and
Gains (Losses) on Investments
Investments are reported at market value. Mutual funds and the Company's common
stock are valued based upon quoted market prices. The common/collective trust
funds, which are fully benefit-responsive, are valued at cost which approximates
market value. Participant loans are valued at cost, which approximates market
value. Realized gains (losses) on the sale of investments and unrealized
appreciation (depreciation) in the market value of investments are shown as net
appreciation (depreciation) in market value of investments in the statement of
changes in net assets available for benefits.
-7-
<PAGE> 11
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
3. INVESTMENTS:
The following presents investments that represent 5 percent or more of the
Plan's net assets:
<TABLE>
<S> <C>
American Growth Fund of America $ 9,939,496
American Industries Composite Employee Benefit Trust-
Benefit Trust Equity Index 500 Fund 9,172,467
Short-Term Income Fund 4,896,189
SMART Aggressive Fund 3,214,384
SMART Moderate Fund 3,781,500
Fidelity Advisor Equity Income Fund 3,446,056
Janus Worldwide Fund 9,207,173
MFS Capital Opportunities 6,554,785
</TABLE>
4. TRANSFERS FROM OTHER PLANS:
During 1999, account balances of employees of various acquired companies who had
participated in plans sponsored by the acquired companies were transferred to
the Plan. Transfers from the acquired companies' plans totaled $42,828,127.
5. RISKS AND UNCERTAINTIES:
The Plan provides for various investments in common/collective funds, mutual
funds and the Company's common stock. Investment securities, in general, are
exposed to various risks, such as interest rate, credit and overall market
volatility risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term.
6. TAX STATUS:
The Plan has not received a determination from the Internal Revenue Service
stating that the Plan is designed in accordance with the applicable sections of
the Code. However, the Administrative Committee believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code and that the Plan was qualified and the related trust
was tax-exempt as of December 31, 1999.
7. PRIORITIES UPON TERMINATION:
Under the terms of the Plan, the Company has the right at any time to terminate
the Plan. Upon termination of the Plan, the Trustee will adjust the benefits of
all participants in accordance with the regulations and rulings of the Internal
Revenue Service. After all such adjustments have been made, all participants
become fully vested in the resulting balances of their accounts. The Trustee
would then commence distribution as directed by the Administrative Committee.
8. NONEXEMPT TRANSACTIONS:
As reported on Schedule II, certain Plan contributions were not remitted to the
trust within the time frame specified by the Department of Labor's Regulation 29
CFR 2510.3-102, thus constituting nonexempt transactions between the Plan and
the Company for the year ended December 31, 1999.
-8-
<PAGE> 12
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
9. RELATED-PARTY TRANSACTIONS:
Certain Plan investments are units of common/collective trust funds managed and
distributed by American Industries Trust Company. American Industries Trust
Company is the trustee for the Plan; therefore, these transactions qualify as
party-in-interest transactions.
-9-
<PAGE> 13
SCHEDULE I
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Principal
Amount
or Number Current
Identity of Issue/Description of Investment of Shares Cost Value
------------------------------------------- ------------- ---- -------------
<S> <C> <C> <C>
American Growth Fund of America* 341,095 (a) $ 9,939,496
American Industries Composite Employee Benefit Trust-
Benefit Trust Equity Index 500 Fund* 596,674 (a) 9,172,467
Federal Communication Group 1,222,355 (a) 1,222,355
Short-Term Income Fund* 4,896,189 (a) 4,896,189
SMART Aggressive Fund* 256,479 (a) 3,214,384
SMART Conservative Fund* 134,194 (a) 1,580,744
SMART Moderate Fund* 302,924 (a) 3,781,500
Fidelity Advisor Equity Income Fund 132,134 (a) 3,446,056
Fidelity Advisor Government Investment Portfolio 313,269 (a) 2,866,407
Fidelity Money Market Fund 243 (a) 243
Integrated Electrical Services, Inc., common stock* 203,474 (a) 2,047,559
Janus Worldwide Fund 120,465 (a) 9,207,173
MFS Capital Opportunities 311,984 (a) 6,554,785
Participant loans* (interest rates ranging from 8.000% to 10.711%) $ 1,717,408 1,717,408
-------------
Total assets held for investment purposes $ 59,646,766
=============
</TABLE>
*Identified party in interest.
(a)Cost omitted for participant-directed investments.
-10-
<PAGE> 14
SCHEDULE II
INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
---------------------- -------------- ---------------------------------------------------- ----------- --------
<S> <C> <C> <C> <C>
Integrated Electrical Employer
Services, Inc. Lending of monies from the Plan to the employer
(contributions not timely remitted to the Plan)
as follows-
Deemed loan dated February 20, 1999, maturity
March 2, 1999, with interest at 16.36% per
month $ 79,693 $ 4,206
Deemed loan dated February 20, 1999, maturity
March 17, 1999, with interest at 16.36% per
month 3,113 411
Deemed loan dated February 20, 1999, maturity
April 6, 1999, with interest at 16.36% per
month 20,496 4,867
Deemed loan dated March 20, 1999, maturity
April 6, 1999, with interest at 16.36% per
month 105,501 9,465
Deemed loan dated March 20, 1999, maturity
April 15, 1999, with interest at 16.36% per
month 8,883 1,219
Deemed loan dated April 23, 1999, maturity
April 27, 1999, with interest at 8.04% per
month 1,161 12
Deemed loan dated March 20, 1999, maturity May
27, 1999, with interest at 16.36% per month 1,646 591
Deemed loan dated May 22, 1999, maturity May
27, 1999, with interest at 1.06% per month 47,274 81
Deemed loan dated May 22, 1999, maturity June
4, 1999, with interest at 7.58% per month 11,669 383
Deemed loan dated April 23, 1999, maturity June
11, 1999, with interest at 8.04% per month 18,992 2,494
Deemed loan dated May 22, 1999, maturity June
11, 1999, with interest at 7.58% per month 21,567 1,090
Deemed loan dated June 22, 1999, maturity June
24, 1999, with interest at 7.58% per month 604 3
Deemed loan dated May 22, 1999, maturity July
2, 1999, with interest at 7.58% per month 12,772 1,323
</TABLE>
-11-
<PAGE> 15
SCHEDULE II
Continued
<TABLE>
<CAPTION>
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
---------------------- -------------- ---------------------------------------------------- ----------- --------
<S> <C> <C> <C> <C>
Deemed loan dated June 22, 1999, maturity July
2, 1999, with interest at 7.58% per month $ 13,406 $ 339
Deemed loan dated June 22, 1999, maturity July
16, 1999, with interest at 7.58% per month 3,856 234
Deemed loan dated June 22, 1999, maturity July
22, 1999, with interest at 7.58% per month 1,230 93
Deemed loan dated June 22, 1999, maturity July
30, 1999, with interest at 7.58% per month 12,249 1,176
Deemed loan dated July 23, 1999, maturity
August 14, 1999, with interest at 4.59% per
month 2,797 91
Deemed loan dated June 22, 1999, maturity
September 1, 1999, with interest at 7.58%
per month 2,376 426
Deemed loan dated July 23, 1999, maturity
September 1, 1999, with interest at 7.58%
per month 4,276 418
Deemed loan dated August 21, 1999, maturity
September 1, 1999, with interest at 3.21%
per month 17,314 204
Deemed loan dated June 22, 1999, maturity
September 15, 1999, with interest at 7.58%
per month 1,230 264
Deemed loan dated August 21, 1999, maturity
September 15, 1999, with interest at 3.21%
per month 7,563 202
Deemed loan dated September 23, 1999, maturity
September 24, 1999, with interest at 3.21%
per month 1,023 1
Deemed loan dated June 22, 1999, maturity
October 2, 1999, with interest at 8.74% per
month 489 141
Deemed loan dated September 23, 1999, maturity
October 2, 1999, with interest at 8.74% per
month 763 19
Deemed loan dated May 22, 1999, maturity
October 14, 1999, with interest at 8.74% per
month 1,444 590
Deemed loan dated June 22, 1999, maturity
October 14, 1999, with interest at 8.74% per
month 496 159
Deemed loan dated July 23, 1999, maturity
October 14, 1999, with interest at 8.74% per
month 1,326 314
</TABLE>
-12-
<PAGE> 16
SCHEDULE II
Continued
<TABLE>
<CAPTION>
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
---------------------- -------------- ---------------------------------------------------- ----------- --------
<S> <C> <C> <C> <C>
Deemed loan dated August 21, 1999, maturity
October 14, 1999, with interest at 8.74% per
month $ 8,220 $ 1,251
Deemed loan dated September 23, 1999, maturity
October 14, 1999, with interest at 8.74% per
month 1,598 95
Deemed loan dated August 21, 1999, maturity
October 18, 1999, with interest at 8.74% per
month 6,939 1,135
Deemed loan dated September 23, 1999, maturity
October 18, 1999, with interest at 8.74% per
month 61 4
Deemed loan dated October 22, 1999, maturity
November 1, 1999, with interest at 14.56%
per month 2,119 100
Deemed loan dated August 21, 1999, maturity
November 3, 1999, with interest at 14.56%
per month 2,933 1,019
Deemed loan dated October 22, 1999, maturity
November 8, 1999, with interest at 14.56%
per month 2,428 194
Deemed loan dated November 20, 1999, maturity
November 23, 1999, with interest at 14.56%
per month 34,555 503
Deemed loan dated November 20, 1999, maturity
December 7, 1999, with interest at 15.27%
per month 7,336 614
Deemed loan dated June 22, 1999, maturity
December 15, 1999, with interest at 15.27%
per month 1,518 1,316
Deemed loan dated July 23, 1999, maturity
December 15, 1999, with interest at 15.27%
per month 1,392 994
Deemed loan dated August 21, 1999, maturity
December 15, 1999, with interest at 15.27%
per month 6,027 3,444
Deemed loan dated September 23, 1999, maturity
December 15, 1999, with interest at 15.27%
per month 1,469 601
Deemed loan dated November 20, 1999, maturity
December 15, 1999, with interest at 15.27%
per month 11,655 1,435
Deemed loan dated November 20, 1999, maturity
December 23, 1999, with interest at 15.27%
per month 3,452 561
Deemed loan dated December 22, 1999, maturity
December 23, 1999, with interest at 15.27%
per month 80,344 396
Deemed loan dated November 20, 1999, maturity
January 4, 2000, with interest at 15.27% per
month 2,429 491
</TABLE>
-13-
<PAGE> 17
SCHEDULE II
Continued
<TABLE>
<CAPTION>
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
---------------------- -------------- ---------------------------------------------------- ----------- --------
<S> <C> <C> <C> <C>
Deemed loan dated December 22, 1999, maturity
January 4, 2000, with interest at 15.27% per
month $ 4,141 $ 184
Deemed loan dated December 22, 1999, maturity
January 10, 2000, with interest at 15.27%
per month 6,574 291
Deemed loan dated November 20, 1999, maturity
January 21, 2000, with interest at 15.27%
per month 1,754 354
Deemed loan dated December 22, 1999, maturity
January 21, 2000, with interest at 15.27%
per month 1,079 48
Deemed loan dated July 23, 1999, maturity
January 31, 2000, with interest at 15.27%
per month 1,053 835
Deemed loan dated August 21, 1999, maturity
January 31, 2000, with interest at 15.27%
per month 1,063 691
Deemed loan dated October 22, 1999, maturity
January 31, 2000, with interest at 15.27%
per month 2,043 704
Deemed loan dated December 22, 1999, maturity
January 31, 2000, with interest at 15.27%
per month 5,757 255
Deemed loan dated March 20, 1999, maturity
February 4, 2000, with interest at 15.27%
per month 1,320 1,861
Deemed loan dated December 22, 1999, maturity
February 4, 2000, with interest at 15.27%
per month 1,017 46
---------
$ 50,238(a)
=========
</TABLE>
(a)Interest of $50,238 was allocated to affected participants subsequent to Plan
year-end.
-14-
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23.1 Consent of Independent Public Accountants
</TABLE>
