Form 10-K
Special Financial Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For fiscal year ended: September 30, 1998
Commission file number: 333-41361
1st ATLANTIC GUARANTY CORPORATION
.................................................................
(Exact name of registrant as specified in its charter)
Maryland 52-2064471
.........................................................................
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
7920 Norfolk Ave, Suite 1150, Bethesda, Maryland 20814
.........................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 656-4200
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
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( ) No(X)
As of January 31, 2000, there were 10,000,000 shares of the registrant's common
stock outstanding. There is no trading market for the registrant's common stock.
<PAGE>
Special Financial Report on Form 10-K
1st ATLANTIC GUARANTY CORPORATION
Financial Statements
The following financial statements of 1st Atlantic Guaranty Corporation (the
"Company") cover the period from August 27, 1998 to September 30, 1998, the end
of its fiscal year.
The Company was incorporated on August 27, 1998 and had only limited
start-up operations through September 30, 1998. The Company's net loss for the
period from August 27, 1998 to September 30, 1998 was $101,264. This net loss
was primarily the result of the start-up expenses associated with the Company's
newly formed face amount certificate business. The Company commenced its
business operations following the effectiveness of its Form S-1 registration
statement for the certificates on November 25, 1998.
Investment income was $8,084 during the period ending September 30,
1998. This reflects income from investable assets the Company acquired following
its incorporation. No interest was accredited on certificate reserves because no
certificates were issued during this period.
This Special Financial Report on Form 10-K is being filed solely for
the purpose of finishing certified financial statements of the Company as of
September 30, 1998.
1
<PAGE>
Financial Index
Page
Report of Independent Auditors' 3
Balance Sheet - September 30, 1998 4
Statement of Operations - for the period from August 27, 1998
to September 30, 1998 5
Statement of Stockholders' Equity - for the period from August 27,
1998 to September 30, 1998 6
Statement of Cash Flows - for the period from August 27, 1998 to
September 30, 1998 7
Notes to Financial Statements 8
Schedules
1 Investments in and Advances to Affiliates and Income Thereon -
September 30, 1998 14
2 Mortgage Loans on Real Estate - September 30, 1998 15
3 Qualified Assets on Deposit - September 30, 1998 17
2
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
1st Atlantic Guaranty Corporation:
We have audited the accompanying balance sheet of 1st Atlantic Guaranty
Corporation, including the schedules listed in the accompanying Financial Index,
as of September 30, 1998, and the related statements of operations,
stockholders' equity and cash flows for the period from August 27, 1998 to
September 30, 1998. These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 and schedules. Our
procedures included confirmation of mortgage notes receivable as of September
30, 1998. An audit also includes assessing the accounting principles used and
significant estimates made by management, 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 and schedules referred to above present
fairly, in all material respects, the financial position of 1st Atlantic
Guaranty Corporation as of September 30, 1998, and the results of its operations
and its cash flows for the period from August 27, 1998 to September 30, 1998 in
conformity with generally accepted accounting principles.
November 1, 1999, except as to note 9,
which is as of January 31, 2000
/s/ KPMG LLP
- -------------------------
KPMG LLP
Richmond, VA
3
<PAGE>
1ST ATLANTIC GUARANTY CORPORATION
Balance Sheet
September 30, 1998
Assets
Qualified assets (note 3):
Cash $ 10,489
Other assets:
Mortgage notes receivable (notes 2 and 4) 849,728
Furniture and equipment (note 5) 35,709
Accrued interest receivable 73,885
Investment in subsidiary (notes 2 and 5) 353
Other 445
-----------
Total other assets 960,119
-----------
Total assets $ 970,608
==========
Liabilities
Due to stockholders (note 5) $ 69,243
Accounts payable 3,871
----------
Total liabilities 73,114
----------
Stockholders' Equity
Common stock, $0.01 par value, 14.5 million
shares authorized; 10 million shares issued and
outstanding 100,000
Additional paid-in capital (note 5) 898,758
Deficit (101,264)
----------
Total stockholders' equity 897,494
----------
Commitments and contingencies (note 6)
Total liabilities and stockholders' equity $ 970,608
=========
See accompanying notes to financial statements on following page.
<PAGE>
1ST ATLANTIC GUARANTY CORPORATION
Statement of Operations
For the period from August 27, 1998 to September 30, 1998
Investment income:
Loan interest income $ 8,084
Loss on investment in subsidiary (1,028)
Total investment income 7,056
Investment and other expenses:
Salaries 71,363
Building 24,205
License and registration 4,980
Marketing and distribution 3,367
Administrative 1,592
Other 2,813
-------
Total investment and other expenses 108,320
-------
Net investment loss before income tax benefit (101,264)
Income tax benefit (note 7) --
------
Net investment loss (101,264)
Net realized gain (loss) on investments --
----------
Net loss $(101,264)
=========
See accompanying notes to financial statements.
<PAGE>
1st ATLANTIC GUARANTY CORPORATION
Statement of Stockholders' Equity
For the period from August 27, 1998 to September 30, 1998
<TABLE>
<CAPTION>
Additional Total
Common paid-in stockholders'
Stock capital Deficit equity
----------- ---------- ------------ --------------
<S> <C> <C> <C> <C>
Balances at August 27, 1998 $ 100,000 150,000 -- 250,000
Net loss -- -- (101,264) (101,264)
Capital contributions -- 748,758 -- 748,758
---------- ------------ ------------- -----------
Balances at September 30, 1998 $ 100,000 898,758 (101,264) 897,494
========== ============ ============= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
1ST ATLANTIC GUARANTY CORPORATION
Statement of Cash Flows
For the period from August 27, 1998 to September 30, 1998
Cash flows from operating activities:
Investment loss $ (101,264)
Adjustments to reconcile investment loss to net cash
used by operating activities:
Loss on investment in subsidiary 1,028
Increase in other assets (8,530)
Increase in due to stockholders 69,243
Increase in accounts payable 3,871
-----------
Net cash used by operating activities (35,652)
-----------
Cash flow from investing activities:
Purchase of mortgage notes receivable (222,600)
Purchase of furniture and equipment (1,259)
Investment in subsidiary 20,000
-----------
Net cash used by investing activities (203,859)
-----------
Net decrease in cash (239,511)
Cash at beginning of period 250,000
-----------
Cash at end of period $ 10,489
===========
Non-cash capital transactions:
Contributions of mortgage notes and accrued
interest receivable $ 692,927
Contributions of fixed assets 34,450
Contribution of subsidiary stock 21,381
===========
See accompanying notes to financial statements.
<PAGE>
1st ATLANTIC GUARANTY CORPORATION
Notes to financial Statements
September 30, 1998
(1) Description of Business
1st Atlantic Guaranty Corporation (the Company) is registered as an
investment company under the Investment Company Act of 1940 (the 1940
Act) and is in the business of issuing and servicing face-amount
certificates. The Company commenced operations on August 27, 1998, its
date of incorporation. Face amount certificates issued by the Company
entitle the certificateholder to receive, at maturity, the principal
investment and accrued interest. Since the Company's certificates are
securities, their offer and sale are subject to regulation under federal
and state securities laws. The certificates issued by the Company are
backed by its qualified assets on deposit with its Custodian and are not
insured by any government agency or other entity. The Company supports
its interest obligations under the certificates through income derived
from interest on its portfolio investments and gains on the sale of its
portfolio investments. Since the Company's incorporation, Key Trust
Company of Ohio has acted as custodian for the Company and Key Asset
Management acts as investment advisor.
The Company anticipates offering four types of certificates: Cornerstone
Certificates, Growth Certificates, Reserve Certificates and Premier
Certificates. The guarantee periods, the time period the investor selects
to lock in the interest rate applicable to the investor's principal
investment, ranges from 1, 3, 5, or 10 years and the maturity date is 20
years from the effective date for all the certificates.
(2) Summary of Significant Accounting Policies
The accounting and reporting policies of the Company conform to generally
accepted accounting principles. The following is a description of the
more significant policies:
(a) Principles of Consolidation
The Company uses the equity method of accounting for its
wholly-owned unconsolidated subsidiary, Atlantic Capital Funding
Corporation, which is the method prescribed by the Securities and
Exchange Commission for issuers of face-amount certificates.
(b) First Mortgage Loans on Real Estate
Mortgage loans are stated at the principal amounts outstanding net
of unearned income and the allowance for loan losses. Interest on
loans is accrued by multiplying the applicable rates by the
principal amounts outstanding.
Generally, mortgage loans on real estate are placed in nonaccrual
status when principal or interest is 90 days or more past due, or
earlier, if it is known or expected that interest collection is
unlikely, based upon an evaluation of the financial strength of
the borrower and the net realizable value of the collateral.
Interest receipts on nonaccrual loans are recognized as interest
revenue or are applied to principal when management believes the
ultimate collectibility of principal is in doubt.
8
<PAGE>
Past due loans are loans that are delinquent 90 days or more but
which are currently not in nonaccrual status based on accounting
and collectibility criteria.
(c) Impaired Loans
A loan is considered impaired when, based on all current
information and events, it is probable that the Company will be
unable to collect all amounts due according to the contractual
terms of the agreement, including all scheduled principal and
interest payments. The specific factors that influence
management's judgment in determining when a loan is impaired
include evaluation of the financial strength of the borrower and
the fair value of the collateral.
The accounting policies for impaired loans have been established
by Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" (SFAS 114), and
No. 118, "Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosures" (SFAS 118). In accordance with
SFAS 114, impaired loans are measured and reported based on the
present value of expected cash flows discounted at the loan's
effective interest rate, or at the fair value of the loan's
collateral if the loan is deemed "collateral dependent." A
valuation allowance is required to the extent that the measure of
the impaired loans is less than the recorded investment.
Impaired loans are charged-off when an impaired loan, or portion
thereof, is considered uncollectible or is transferred to
foreclosed properties.
SFAS 118 allows a creditor to use existing methods for recognizing
interest income on an impaired loan. Consistent with the Company's
method for nonaccrual loans, interest receipts on impaired loans
are recognized as interest income or are applied to principal when
the ultimate collectibility of principal is in doubt.
(d) Allowance for Loan Losses
The allowance for loan losses is established through a provision
for loan losses, which is charged to expense. Loans are charged
against the allowance for loan losses when management believes
that the collectibility of the principal is unlikely. The
allowance is a current estimate of the losses inherent in the
present portfolio based upon management's evaluation of the
mortgage notes receivable. Estimates of losses inherent in the
portfolio involve the exercise of judgment and the use of
assumptions. The evaluations take into consideration such factors
as changes in the nature, volume and quality of the mortgage notes
receivable, level of nonperforming loans, current and anticipated
general economic conditions and the value and adequacy of
collateral. Changes in the estimate of future losses may occur due
to changing economic conditions and the economic conditions of
borrowers. At September 30, 1998, the Company believed that all
principal amounts relating to the mortgage notes receivable were
collectible and accordingly, no reserves had been established.
9
<PAGE>
(e) Certificates
A face amount certificate issued by the Company is purchased with
a lump-sum payment. Certificate holders are entitled to receive at
maturity the principal plus accrued interest. A portion of the
investment is credited to certificate reserves. Certificate
reserves accumulate at specified percentage rates. Reserves are
also maintained for advance payments made to certificate holders,
accrued interest thereon, and for additional credits and accrued
interest thereon. On certificates allowing for the deduction of a
surrender charge, the cash surrender values may be less than
accumulated investment certificate reserves prior to maturity. The
payment distribution, reserve accumulation rates, cash surrender
values, reserve values and other matters are governed by the 1940
Act. As of September 30, 1998 no certificates have been issued.
(f) Furniture and Equipment
Furniture and equipment are stated at cost less accumulated
depreciation.
Depreciation on furniture and equipment is calculated on the
straight-line method over the estimated useful lives of the assets
generally five years. During the period from August 27, 1998 to
September 30, 1998, no depreciation expense was recognized.
(g) Income Taxes
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(h) Use of Estimates
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities
and the disclosure of contingent assets and liabilities to prepare
these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.
(i) Accounting Developments
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities, which is
effective for fiscal quarters of all fiscal years beginning after
June 15, 2000. This Statement establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognizes all derivatives
as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The accounting for changes in the
fair value of a derivative depends on the intended use of the
derivative and the resulting designation. Earlier application of
all of the provisions of this Statement is encouraged, but it is
permitted only as of the beginning of any fiscal quarter that
begins after issuance of the Statement. This Statement cannot be
applied retroactively. The ultimate financial impact of the new
rule will be measured based on the derivatives in place at
adoption and cannot be estimated at this time.
(3) Deposit of Assets and Maintenance of Qualified Assets
Under the provisions of the 1940 Act, the Company is required to maintain
qualified assets meeting the standards of
10
<PAGE>
Section 28(b) of the 1940 Act. The amortized cost of said investments
must be at least equal to the Company's net liabilities on all
outstanding face-amount certificates plus $250,000. Qualified assets are
valued in accordance with statutes applicable to investments of life
insurance companies. Qualified assets for which no provision for
valuation is made in such statutes are valued in accordance with rules,
regulations or order prescribed by the SEC. These values serve as the
basis for financial statement carrying values. At September 30, 1998, the
Company's qualified assets consist of cash totaling $10,489.
(4) Investments in First Mortgage Loans on Real Estate
The carrying amounts and fair values of first mortgage loans on real
estate are $849,727 and $943,868 respectively, at September 30, 1998. The
fair values are estimated using discounted cash flow analysis, using
market interest rates currently being offered for loans with similar
terms to borrowers of similar credit quality.
At September 30, 1998, the Company had nonperforming assets of $156,800.
Nonperforming assets represent nonaccrual loans that are classified as
mortgage notes receivable in the accompanying balance sheet. At September
30, 1998, interest income that would have been earned for the period if
nonperforming loans had not been classified as nonperforming totaled
approximately $1,568.
(5) Related Party Transactions
During 1998, stockholders of the Company contributed three separate
mortgage notes receivable totaling $692,927, fixed assets totaling
$34,450 and 10,000 shares of common stock of an affiliated company which
had a net book value of $21,381 at the date of transfer. These
contributions have been included as a component of stockholders' equity
as additional paid-in capital.
At September 30, 1998, amounts due to stockholders totaled $69,243 and
represented expenses paid by stockholders on behalf of the Company,
accrued salaries and cash advances made to the Company.
At September 30, 1998, organizational costs totaling $155,993 had been
recorded and expensed by 1st Atlantic Guaranty Partnership on behalf of
the Company. 1st Atlantic Guaranty Partnership is considered an
affiliated company as the stockholders of the Company also have
partnership interest.
(6) Leases
The Company has a noncancelable operating lease for office space. This
lease agreement is with Building Ventures Limited, a real estate venture
company. The lease is considered to be a related party transaction as the
two stockholders of the Company are owners for Building Ventures Limited.
Future annual minimum lease payments under the noncancelable operating
lease are $122,400 and $81,600 for the year ended September 30, 1999 and
2000, respectively.
Rent expense associated with this lease for the period from August 27,
1998 to September 30, 1998 was $11,000.
(7) Income Taxes
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at September 30, 1998
are presented below:
11
<PAGE>
<TABLE>
<CAPTION>
1998
------------
<S> <C>
Deferred tax assets:
Net operating loss carryforwards $ 46,133
Equity method loss on investment in
subsidiary 411
Accrued interest on nonperforming loans 627
------------
Total gross deferred tax assets 47,171
Less valuation allowance 44,314
------------
Deferred tax assets net of valuation
allowance 2,857
Deferred tax liabilities:
Accumulated depreciation (2,857)
------------
------------
Net deferred tax asset (liability) $
============
</TABLE>
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some or all of the
assets will not be realized. Management considers, among other things,
the scheduled reversal of deferred tax assets and liabilities and its
projections of future taxable income in making this assessment.
At September 30, 1998, the Company has net operating loss carryforwards
for federal income tax purposes of approximately $99,000 and for state
income tax purposes of approximately $106,000, which expire in 2018.
(8) Investment Advisory Fees
For the period from August 27, 1998 to September 30, 1998, the Company
had no investments under management with Key Asset Management.
Accordingly, no advisory fees were paid during the period. However, going
forward, the basis of computing fees payable to Key Asset Management for
investment advisory services is a monthly fee based on the annual
percentage, set forth below, of the average daily net asset value of the
Company's assets that it manages:
<TABLE>
<CAPTION>
Large Cap Equities and Convertible Securities Small Cap Equities and Midcap Equities
--------------------------------------------- --------------------------------------
Asset Annual fee Assets Annual fee
---- ---------- ------ ----------
<S> <C> <C> <C> <C>
Up to $25,000,000 0.45% Up to $10,000,000 0.90%
Next $25,000,000 0.40% Next $15,000,000 0.70%
Above $50,000,000 0.35% Next $25,000,000 0.55%
Above $50,000,000 0.45%
</TABLE>
Excluded from assets for purposes of this computation are first mortgage
loans, real estate and any other asset which is purchased through the
Company's wholly-owned subsidiary, Atlantic Capital Funding Corporation.
(9) Subsequent Event
In March 1999, three additional mortgage notes receivable totaling
$692,927 became delinquent and are classified as nonperforming assets.
12
<PAGE>
In December 1999, the Company foreclosed on a mortgage note receivable
with a principal balance of $156,800 and accrued interest receivable of
$65,800. The property was sold for approximately $441,000 that resulted
in a gain of approximately $218,000. The Company received cash
representing 25% of the purchase price and received a 12% note with
quarterly installments over the next year for the remaining balance.
13
<PAGE>
Schedule 1
1st ATLANTIC GUARANTY CORPORATION
Investments in and Advances to Affiliates and Income Thereon
September 30, 1998
<TABLE>
<CAPTION>
Amount of
Principal dividends or Amount of
Name of issuer amount or interest equity in
and title of issue or number Carrying credited net profit
amount of indebtedness of shares Cost value to income and loss
- --------------------------- --------- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Wholly-owned subsidiary --
Atlantic Capital Funding
Corporation common stock 10,000 $ 20,000 353 -- (1,028)
</TABLE>
Notes:
(a) Investments in common stock of the wholly-owned subsidiary is
carried at cost adjusted for equity in undistributed net income
since acquisition of the subsidiary.
(b) Following is a reconciliation of changes in the investment in
the Company's affiliate for the period from August 27, 1998 to
September 30, 1998:
Balance at beginning of period $ --
Gross purchase and additions 21,381
Gross sales and reductions 21,028
---------
Balance at close of period $ 353
=========
(c) On September 16, 1998, the stockholders of the Company
contributed 10,000 shares of common stock of Atlantic Capital
Funding Corporation, a mortgage company, to the Company.
(d) The aggregate cost for federal income tax purposes at
September 30, 1998 was $20,000.
14
<PAGE>
Schedule 2
1st ATLANTIC GUARANTY CORPORATION
Mortgage Loans on Real Estate
September 30, 1998
<TABLE>
<CAPTION>
Principal
amount of loans
subject to
Final Periodic Face Carrying delinquent
Interest maturity payment Prior amount of amount of principal
Description Location rate date terms liens mortgages mortgages interest
- ------------------ -------- ---------- --------- --------- ------ --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First mortgages --
Apartment and business:
Capital Apartment
Properties Associates,
LP Washington, DC 14% 5/20/99 Quarterly $ -- 335,657 335,657 --
Capital Apartment
Properties Associates,
LP Washington, DC 14% 5/20/99 Quarterly -- 74,080 74,080 --
Capital Apartment
Properties Associates,
LP Washington, DC 14% 5/20/99 Quarterly -- 283,190 283,190 --
Ylice Spears Maryland 12% 4/25/00 Monthly -- 156,800 156,800 65,800
----- ------- ------- ------
Total mortgage loans on real estate $ -- 849,727 849,727 65,800
===== ======= ======= ======
</TABLE>
15
<PAGE>
Schedule 2
1st ATLANTIC GUARANTY CORPORATION
Mortgage Loans on Real Estate
September 30, 1998
Notes:
(a) Real estate taxes and easements, which in the opinion of the
Company are not undue burden on the properties, have been
excluded from the determination of "prior liens".
(b) In this Schedule 2, carrying amount of mortgage loans
represents unpaid principal balances plus unamortized premiums
less unamortized discounts and reserve for losses.
(c) Following is a reconciliation of the carrying amount of
mortgage loans for the period from August 27, 1998 to
September 30, 1998:
Balance at beginning of period $ --
Additions during period:
New loans acquired-- non-affiliated
companies 156,800
New loans contributed-- affiliated
parties 692,927
Amortization of discount/premium --
-----------
Total additions 849,727
Deductions during period-- collections
of principal --
-----------
Balance at close of period $ 849,727
===========
(d) The aggregate cost of mortgage loans for federal income tax
purposes at September 30, 1998 was $849,727.
(e) At September 30, 1998, there were no reserves established for
mortgage loans as all principal and interest amounts
relating to the mortgage notes receivable is deemed
collectible.
(f) On September 1, 1998, stockholders of the Company contributed
three separate mortgage notes receivable totaling $692,927 to
the Company. These contributions have been included as a
component of stockholders' equity as additional paid-in
capital.
16
<PAGE>
Schedule 3
1st ATLANTIC GUARANTY CORPORATION
Qualified Assets on Deposit
September 30, 1998
<TABLE>
<CAPTION>
First
Investment mortgage
Name of Depository Cash in securities loans Other Total
- ------------------ -------- ------------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
NationsBank $ 10,489 -- -- -- 10,489
======== ============== ========= ========== ========
</TABLE>
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in Bethesda, Maryland, on
this 14th day of February, 2000.
1st ATLANTIC GAURANTY CORPORATION
By: /s/ John J. Lawbaugh
--------------------
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in their capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ John J. Lawbaugh President, Treasurer, and Directo February 14, 2000
- ------------------------- (Principal Executive, Financial,
John J. Lawbaugh and Accounting Officer)
/s/ Brian P. Smith Director and Secretary February 14, 2000
- ------------------------
Brian P. Smith
- ------------------------- Director ________________
Donald N. Briggs
- ------------------------- Director ________________
Kumar Barve
/s/ Marialice B. Williams Director February 14, 2000
- -------------------------
Marialice B. Williams
Director ________________
- -------------------------
Nancy Hopkinson
/s/ Brian Murphy Director February 14, 2000
- -------------------------
Brian Murphy
/s/ Iranine G. Barnes
- -------------------------
Iranine G. Barnes Director February 14, 2000
- ------------------------- Director ________________
Willard R. Stinson
</TABLE>
