<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- -------
Commission File No. 0-4643
ROY F. WESTON, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
PENNSYLVANIA 23-1501990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 WESTON WAY, P.O. BOX 2653
WEST CHESTER, PENNSYLVANIA 19380
(Address of principal executive offices) (Zip Code)
</TABLE>
(Registrant's telephone number, including area code) (610)-701-3000
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
--- ---
As of October 27, 2000, the registrant had outstanding 7,892,418 shares
of Series A common stock and 2,089,019 shares of common stock.
<PAGE> 2
<TABLE>
<CAPTION>
Index Page
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<S> <C>
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999 1-2
Consolidated Statements of Operations -
Three Months Ended September 30, 2000 and 1999 3
Consolidated Statements of Operations -
Nine Months Ended September 30, 2000 and 1999 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
Part II - Other Information 11-12
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
</TABLE>
<PAGE> 3
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 920 $ 4,355
Accounts receivable, trade, net of allowance for doubtful
accounts of $2,226 in 2000 and $2,040 in 1999 58,776 56,919
Unbilled costs and estimated earnings on contracts in process 27,908 27,291
Deferred income taxes 3,251 2,202
Other 5,224 4,760
-------- --------
Total current assets 96,079 95,527
-------- --------
PROPERTY AND EQUIPMENT
Land 215 215
Buildings and improvements 11,281 11,196
Furniture and equipment 35,785 32,643
Leasehold improvements 1,935 1,846
Construction in progress 39 132
-------- --------
Total property and equipment 49,255 46,032
Less accumulated depreciation and amortization 37,580 36,184
-------- --------
Property and equipment, net 11,675 9,848
-------- --------
OTHER ASSETS
Goodwill, net of accumulated amortization of $4,246 in
2000 and $4,200 in 1999 1,708 1,754
Deferred income taxes 2,909 5,634
Other 9,573 8,664
-------- --------
Total other assets 14,190 16,052
-------- --------
TOTAL ASSETS $121,944 $121,427
======== ========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 4
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
CURRENT LIABILITIES
Borrowings under line of credit $ 5,190 $ 3,400
Current maturities of long-term debt 3,386 3,284
Accounts payable and accrued expenses 19,137 17,299
Billings on contracts in process in excess of costs and
estimated earnings 7,994 11,867
Employee compensation, benefits and payroll taxes 8,174 8,732
Income taxes payable 464 288
Other 6,032 5,916
-------- --------
Total current liabilities 50,377 50,786
-------- --------
LONG-TERM DEBT 7,047 9,648
-------- --------
OTHER LIABILITIES 4,026 3,830
-------- --------
CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.10 par value, 10,500,000 shares authorized;
3,170,294 shares issued in 2000 and 1999 317 317
Series A common stock, $.10 par value, 20,500,000 shares
authorized, 8,650,778 shares issued in 2000 and 1999 865 865
Unrealized gain on investments 250 419
Additional paid-in capital 55,928 55,928
Retained earnings 8,129 4,695
-------- --------
65,489 62,224
Less treasury stock at cost, 1,081,275 common shares in 2000 and 1999; 758,360
Series A common shares in 2000
and 783,043 Series A common shares in 1999 4,995 5,061
-------- --------
Total stockholders' equity 60,494 57,163
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $121,944 $121,427
======== ========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 5
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30,
----------------------------------
2000 1999
(Thousands of Dollars)
<S> <C> <C>
Gross revenues $ 65,415 $ 62,869
Direct project costs 28,169 26,931
------------ ------------
Net revenues 37,246 35,938
------------ ------------
Expenses:
Direct salaries and other operating costs 32,325 31,887
General and administrative expenses 3,433 4,131
------------ ------------
35,758 36,018
------------ ------------
Income (loss) from operations 1,488 (80)
------------ ------------
Other income (expense):
Investment income 159 659
Interest expense (404) (430)
Equity in earnings of affiliate 85 --
Other 146 9
------------ ------------
(14) 238
------------ ------------
Income before income taxes 1,474 158
Provision for income taxes 553 64
------------ ------------
Net income $ 921 $ 94
============ ============
Basic earnings per share $ .09 $ .01
============ ============
Weighted average shares outstanding - basic 9,977,675 9,954,671
============ ============
Diluted earnings per share $ .09 $ .01
============ ============
Weighted average shares outstanding - diluted 10,111,302 10,019,154
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 6
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
2000 1999
(Thousands of Dollars)
<S> <C> <C>
Gross revenues $ 204,092 $ 195,738
Direct project costs 87,530 85,932
------------ ------------
Net revenues 116,562 109,806
------------ ------------
Expenses:
Direct salaries and other operating costs 100,809 95,717
General and administrative expenses 11,440 13,062
------------ ------------
112,249 108,779
------------ ------------
Income from operations 4,313 1,027
------------ ------------
Other income (expense):
Investment income 601 1,001
Interest expense (1,279) (1,152)
Equity in earnings of affiliate 1,400 --
Other 459 52
------------ ------------
1,181 (99)
------------ ------------
Income before income taxes 5,494 928
Provision for income taxes 2,060 372
------------ ------------
Net income $ 3,434 $ 556
============ ============
Basic earnings per share $ .34 $ .06
============ ============
Weighted average shares outstanding - basic 9,971,145 9,949,601
============ ============
Diluted earnings per share $ .34 $ .06
============ ============
Weighted average shares outstanding - diluted 10,025,992 9,974,855
============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 7
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
2000 1999
------- -------
(Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,434 $ 556
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization 3,075 2,863
Provision for losses on accounts receivable 229 342
Equity in undistributed earnings of affiliate (1,400) --
Other (188) (162)
Change in assets and liabilities:
Accounts receivable, trade (2,086) 3,359
Unbilled costs and estimated earnings on contracts in process (617) (1,260)
Other current assets (470) (1,725)
Accounts payable and accrued expenses 1,838 (4,809)
Billings on contracts in excess of costs and estimated earnings (3,873) (439)
Employee compensation, benefits and payroll taxes (558) (1,325)
Income taxes 182 23
Deferred income taxes 1,763 301
Other current liabilities 304 (1,201)
Other assets and liabilities (239) 375
------- -------
Net cash provided by (used for) operating activities 1,394 (3,102)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments 398 2,411
Payments for purchase of investments (12) (501)
Capital expenditures (3,722) (3,787)
------- -------
Net cash used for investing activities (3,336) (1,877)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line of credit 1,790 3,600
Principal payments under long-term debt (3,349) (1,954)
Other, net 66 29
------- -------
Net cash provided by (used for) financing activities (1,493) 1,675
------- -------
Net decrease in cash and cash equivalents (3,435) (3,304)
Cash and cash equivalents:
Beginning of period 4,355 3,993
------- -------
End of period $ 920 $ 689
======= =======
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 8
ROY F. WESTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements reflect all adjustments, which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows for the interim
periods. The unaudited consolidated financial statements do not include all of
the information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
and should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 1999 Annual Report to Shareholders which
is incorporated by reference in its Form 10-K filed with the Securities and
Exchange Commission. Results for the three months and nine months ended
September 30, 2000 are not necessarily indicative of results for the full year
2000.
NOTE 2 - UNBILLED COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROCESS
In addition to the USACE matter discussed in Part II, Item 1 of this Form 10-Q,
there is approximately $2,000,000 of unbilled costs related to change orders on
contracts that have yet to be approved.
NOTE 3 - LINE OF CREDIT AGREEMENT
On April 26, 2000, the Company entered into a new revolving credit facility with
a maximum capacity of $15,000,000 to provide cash borrowings and letters of
credit. Use of the facility is limited by a borrowing base calculated on the
basis of the Company's eligible accounts receivable. The facility is
collateralized by liens on substantially all of the Company's tangible and
intangible assets, excluding real estate. The facility, which replaced the
Company's previous credit arrangements, is for a three-year period and is
available for working capital and other general corporate purposes. At September
30, 2000 the available unused portion of the facility was $5,249,000.
Under the terms of the agreement, cash borrowings bear interest at 1/2% over the
prime rate or, at the Company's option, other variable rates. The Company is
subject to a 3/8% annual charge on the unused portion of the facility. The
agreement requires the Company to maintain minimum levels of tangible net worth
and certain financial ratios and restricts certain expenditures and debt outside
the agreement.
NOTE 4 - SEGMENTS
Net revenues and segment profit (loss) for the three months and nine months
ended September 30, 2000 and 1999 were as follows:
6
<PAGE> 9
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 30 September 30
------------ ------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues:
Infrastructure Redevelopment $ 33,839 $ 30,621 $ 103,093 $ 90,401
Federal Programs 2,584 4,238 10,708 15,826
Knowledge Systems and Solutions 527 760 1,826 2,212
Corporate 296 319 935 1,367
--------- --------- --------- ---------
Consolidated $ 37,246 $ 35,938 $ 116,562 $ 109,806
========= ========= ========= =========
Segment profit (loss):
Infrastructure Redevelopment $ 4,008 $ 2,492 $ 12,824 $ 8,465
Federal Programs 513 867 3,317 2,914
Knowledge Systems and Solutions (118) (159) (167) (664)
Corporate (2,929) (3,042) (10,480) (9,787)
--------- --------- --------- ---------
Consolidated $ 1,474 $ 158 $ 5,494 $ 928
========= ========= ========= =========
</TABLE>
NOTE 5 - COMPREHENSIVE INCOME
Comprehensive income consists of net income, adjusted for other increases and
decreases affecting stockholders' equity that, under generally accepted
accounting principles, are excluded from the determination of net income.
The calculation of comprehensive income for the three months and nine months
ended September 30, 2000 and 1999 follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30 September 30
------------ ------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $ 921 $ 94 $ 3,434 $ 556
Unrealized gain (loss) on
investments, net of tax (36) (275) (169) (94)
------- ------- ------- -------
Comprehensive income (loss) $ 885 $ (181) $ 3,265 $ 462
======= ======= ======= =======
</TABLE>
NOTE 6 - CONSOLIDATED STATEMENTS OF CASH FLOW
Net cash payments for income taxes were $119,000 and $61,000 in the nine months
ended September 30, 2000 and 1999, respectively. Cash payments for interest were
$876,000 and $830,000 in the nine months ended September 30, 2000 and 1999,
respectively.
Capital lease obligations of $850,000 and $268,000 were incurred in the nine
months ended September 30, 2000 and 1999, respectively.
7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with the unaudited
interim consolidated financial statements and the notes thereto included in this
Quarterly Report and the audited financial statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Form 10-K filed with the Securities and Exchange
Commission for the fiscal year ended December 31, 1999.
On October 24, 2000, the Company announced that a special committee of its Board
of Directors had agreed to grant certain exclusive negotiating rights to
American Capital Strategies (NASDAQ: ACAS) concerning the possible merger of the
Company into a new entity that would be owned by American Capital Strategies, a
group of the Company's senior managers, and a broad-based employee stock
ownership plan. The Company had previously announced that the special committee,
with the assistance of Raymond James & Associates, Inc., was evaluating the
Company's strategic alternatives.
Holders of a majority of the Company's non-publicly traded Common Shares,
representing approximately 61% of the voting power of all the Company's
outstanding shares, have agreed that if the Company and American Capital
Strategies reach a definitive agreement that is recommended by the Special
Committee, approved by the Board of Directors, and put to a shareholder vote,
their shares will, subject to certain conditions, be voted in favor of such a
transaction.
No definitive merger agreement has been signed and the terms of any potential
transaction remain subject to completion of due diligence and obtaining of
financing by American Capital Strategies, and negotiation and completion of a
definitive agreement with the Company and of agreements with senior management
concerning their investment in the transaction. If these matters are
successfully completed, the merger transaction will require recommendation by
the special committee and approval by the Board of Directors and shareholders of
the Company.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Net income for the three months ended September 30, 2000 was $921,000, or $.09
per share, compared to $94,000, or $.01 per share, for the three months ended
September 30, 1999. Net income for the nine months ended September 30, 2000 was
$3,434,000, or $.34 per share, compared to $556,000, or $.06 per share, for the
nine months ended September 30, 1999.
Net revenues increased 4% to $37,246,000 for the three months ended September
30, 2000 and increased 6% to $116,562,000 for the nine months ended September
30, 2000 compared to the 1999 periods. Gross revenues increased 4% to
$65,415,000 for the three months ended September 30, 2000 and 4% to $204,092,000
for the nine months ended September 30, 2000 compared to the 1999 periods. Net
revenues from the Company's Infrastructure Redevelopment segment increased
$3,218,000, or 11%, and $12,692,000, or 14%, in the three months and nine months
ended September 30, 2000, respectively, primarily due to increased volume of
work as a result of contract bookings in 1999 and 2000. For the Infrastructure
Redevelopment segment, the nine months ended September 30, 2000 included net
revenues of approximately $2,300,000 from an industrial brownfields
redevelopment project. Net revenues from Federal Programs declined $1,654,000,
or 39%, and $5,118,000, or 32%, in the three months and nine months ended
September 30, 2000, respectively, primarily due to the loss of one large
contract in the middle of 1999.
8
<PAGE> 11
The Company had income from operations of $1,488,000 and $4,313,000 in the three
months and nine months ended September 30, 2000, respectively, compared to a
loss of $80,000 and income of $1,027,000 in the three months and nine months
ended September 30, 1999, respectively. The increases in 2000 income from
operations for the respective periods were principally realized from the
aforementioned increased net revenues. In particular, a substantial portion of
the Company's income from operations for the nine months ended September 30,
2000 was attributable to the industrial brownfields redevelopment project
referred to above which was completed as of June 30, 2000. General and
administrative expenses declined $698,000, or 17%, and $1,622,000, or 12%, in
the three months and nine months ended September 30, 2000, respectively, due
principally to continued cost containment and operating efficiencies. The 1999
periods included unusually high computer training costs related to the
implementation of new systems. The three months and nine months ended September
30, 2000 included a $330,000 reduction in the Company's estimated insurance
claim liabilities. The nine months ended September 30, 1999 included a $500,000
reduction in the Company's estimated insurance claim liabilities.
The Company had other expense of $14,000 and other income of $1,181,000
in the three months and nine months ended September 30, 2000, respectively,
compared to other income of $238,000 and other expense of $99,000 in the three
months and nine months ended September 30, 1999, respectively. Investment
income in the 1999 periods included a gain of $480,000 resulting from the
demutualization of a life insurance company in which the Company is a
policyholder. The 2000 periods include equity in undistributed earnings of a
limited liability company 40%-owned by the Company, which began operations in
late 1999. Interest expense increased $127,000, or 11%, in the nine months
ended September 30, 2000, compared to the nine months ended September 30, 1999,
due to increased borrowings under the Company's line of credit, partially
offset by reductions of 7% convertible subordinated debt outstanding. Other
income includes $210,000 and $52,000 in the nine months ended September 30,
2000 and September 30, 1999, respectively, of gains on redemption of the
Company's 7% Convertible Subordinated Debentures. Other income in the 2000
periods includes a gain from a life insurance claim of $162,000.
MATERIAL CHANGES IN FINANCIAL CONDITION
Cash and cash equivalents decreased $3,435,000 in the first nine months of 2000
to $920,000 from $4,355,000 at December 31, 1999.
Operating activities provided cash of $1,394,000 for the first nine months of
2000, compared to using cash of $3,102,000 in the comparable 1999 period.
Capital expenditures were $3,722,000 in the first nine months of 2000, compared
to $3,787,000 in the comparable 1999 period. The Company used cash of $1,493,000
in financing activities in the first nine months of 2000, while financing
activities provided cash of $1,675,000 in the comparable 1999 period. The nine
months ended September 30, 2000 included the repurchase of $3,015,000 principal
amount of the Company's 7% Convertible Subordinated Debentures in order to
satisfy the April 15, 2000 sinking fund requirement. Further debenture
repurchases of $3,028,000 are required before April 15, 2001.
On April 26, 2000, the Company entered into a new three-year revolving credit
facility with a maximum capacity of $15,000,000. The facility, which replaced
the Company's previous credit arrangements, increases the Company's access to
working capital borrowings needed to finance the growth of the Company's
business. The Company is required to maintain minimum levels of
9
<PAGE> 12
tangible net worth and certain financial ratios and certain expenditures and
debt outside the facility are restricted. [See Note 3 to the unaudited
consolidated financial statements.]
FORWARD LOOKING STATEMENTS
From time to time, the Company, its management, or other Company representatives
may make or publish statements that contain projections, beliefs, expectations,
predictions or intentions relating to anticipated financial performance,
business prospects, potential contract value, business strategy and plans,
technological developments and other matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for these forward looking statements,
including statements contained in this report. In order to comply with the terms
of the safe harbor, the Company notes that a number of factors could cause the
Company's actual results, experience or outcome to differ materially from
projections, beliefs, expectations, predictions or intentions expressed in
forward looking statements. These risks and uncertainties which may affect the
operations, performance, development and results of the Company's business,
include, but are not limited to, the following:
- The highly competitive marketplace in which the Company operates.
- Changes in and levels of enforcement of federal, state and local
environmental legislation and regulations.
- The Company's ability to obtain new contracts from existing as well as new
clients, and the uncertain timing of awards and contracts.
- The Company's ability to execute new projects and those currently in
backlog within reasonable cost estimates, as well as other contract
performance risks, including successful resolution of any contract
disputes.
- Funding appropriation, funding delay, and the issuance of work orders on
government projects.
- The Company's ability to achieve any planned overhead or other cost
reductions while maintaining adequate work flow.
- The Company's ability to obtain adequate financing for its current
operations and future expansion, including adequate financing to fund
working capital needs.
- The Company's ability to execute its strategic plan through successful
marketing activities and continued cost containment.
- The nature of the Company's work with hazardous materials, toxic wastes,
and other pollutants, and the potential for uninsured claims or claims in
excess of insurance limits, including professional liability and pollution
claims.
- The Company's ability to retain key personnel.
10
<PAGE> 13
- The Company's ability to successfully complete its ongoing exploration and
evaluation of strategic alternatives, including the completion of the
possible transaction with American Capital Strategies which is discussed
above.
The Company disclaims any intent or obligation to update forward looking
statements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Roy F. Weston, Inc. v. The United States,
C.A. No. 00-213C: This action arises out of
a thermal remediation project that the
Company performed under a contract with the
United States Army Corps of Engineers
("USACE") in St. Charles, Missouri during
1998 and 1999. The Company has filed a
Complaint that seeks to recover
approximately $13 million, plus interest and
legal costs, relating to contract
modifications requested by the Company for
work performed on the project. The
Government's contracting officer denied
these modification requests.
In its Complaint, the Company asserts that
it encountered site conditions that were
materially different from those indicated in
the contract documents, as well as other
grounds for relief. The Government has filed
an Answer denying the Company's allegations.
The Government has also filed a Counterclaim
seeking to recover approximately $2.9
million by which the Government alleges the
Company was overpaid. The Company has denied
the allegations in the Counterclaim and the
parties are proceeding with discovery.
Although the outcome of any litigation is
uncertain, the Company believes that its
position is sound and that it will achieve a
favorable result in the litigation, in which
event the Company could recognize a
significant gain. In the event of an
unfavorable resolution, the Company could
sustain a material loss.
11
<PAGE> 14
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits are numbered in accordance with
the Exhibit Table of Item 601 of Regulation
S-K.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
11 Statements of Computation of Basic and Diluted
Earnings Per Share.
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K
There were no reports on Form 8-K in the
three months ended September 30, 2000.
12
<PAGE> 15
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.
ROY F. WESTON, INC.
(Registrant)
Date: November 10, 2000 By: /s/ William Robertson
------------------------------------
William Robertson
Chief Executive Officer
(Duly Authorized Officer)
Date: November 10, 2000 By: /s/ William G. Mecaughey
------------------------------------
William G. Mecaughey
Vice President and
Chief Financial Officer
(Chief Accounting Officer)
