<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 29, 2000
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to__________________
Commission file number 0-3747
-----------------------------------
THE CATO CORPORATION AND SUBSIDIARIES
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 56-0484485
---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8100 Denmark Road, Charlotte, North Carolina 28273-5975
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 554-8510
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 August 15, 2000, there were 19,480,146 shares of Class A Common Stock and
5,364,317 shares of Class B Common Stock outstanding.
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THE CATO CORPORATION
FORM 10-Q
JULY 29, 2000
TABLE OF CONTENTS
Page
No.
----
PART I - FINANCIAL INFORMATION (UNAUDITED)
Condensed Consolidated Statements of Income
For the Three Months and Six Months Ended
July 29, 2000 and July 31, 1999 2
Condensed Consolidated Balance Sheets
At July 29, 2000, July 31, 1999 and January 29, 2000 3
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended July 29, 2000
and July 31, 1999 4
Notes to Condensed Consolidated Financial Statements
For the Three Months and Six Months Ended
July 29, 2000 and July 31, 1999 5 - 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 10
PART II - OTHER INFORMATION 11 - 12
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PART I FINANCIAL INFORMATION
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
JULY 29, July 31, JULY 29, July 31,
2000 1999 2000 1999
(UNAUDITED) (Unaudited) (UNAUDITED) (Unaudited)
----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES
Retail sales $163,375 $148,782 $325,529 $301,829
Other income (principally finance and layaway charges) 5,307 5,027 10,393 9,854
-------- -------- -------- --------
Total revenues 168,682 153,809 335,922 311,683
-------- -------- -------- --------
COSTS AND EXPENSES
Cost of goods sold 110,015 100,100 215,338 200,117
Selling, general and administrative 38,744 36,118 75,876 71,040
Depreciation 2,378 2,109 4,756 4,132
Interest 10 5 17 11
-------- -------- -------- --------
Total expenses 151,147 138,332 295,987 275,300
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 17,535 15,477 39,935 36,383
Income tax expense 6,137 5,417 13,977 12,734
-------- -------- -------- --------
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 11,398 10,060 25,958 23,649
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAX ($79) -- -- -- 147
-------- -------- -------- --------
NET INCOME $ 11,398 $ 10,060 $ 25,958 $ 23,796
======== ======== ======== ========
BASIC EARNINGS PER SHARE $ .46 $ .38 $ 1.04 $ .90
======== ======== ======== ========
DILUTED EARNINGS PER SHARE $ .45 $ .37 $ 1.02 $ .88
======== ======== ======== ========
DIVIDENDS PER SHARE $ .10 $ .075 $ .20 $ .13
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 29, July 31, January 29,
2000 1999 2000
(UNAUDITED) (Unaudited)
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 18,997 $ 41,802 $ 30,389
Short-term investments 61,084 53,365 56,886
Accounts receivable - net 44,434 43,673 45,458
Merchandise inventories 71,899 68,187 69,497
Deferred income taxes 3,898 3,837 4,093
Prepaid expenses 2,108 2,022 2,494
--------- --------- ---------
Total Current Assets 202,420 212,886 208,817
Property and Equipment - net 75,900 60,262 69,338
Other Assets 8,097 6,408 7,634
--------- --------- ---------
Total $ 286,417 $ 279,556 $ 285,789
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 49,233 $ 52,156 $ 54,707
Accrued expenses 21,499 21,095 24,392
Income taxes 7,091 5,600 4,730
--------- --------- ---------
Total Current Liabilities 77,823 78,851 83,829
Deferred Income Taxes 5,550 5,801 5,806
Other Noncurrent Liabilities 7,978 7,154 7,374
Stockholders' Equity
Preferred Stock, $100 par value per share, 100,000
shares authorized, none issued -- -- --
Class A Common Stock, $.033 par value per share,
50,000,000 shares authorized; issued 24,239,294
shares, 24,109,961 shares and 24,173,480 shares at
July 29, 2000, July 31, 1999, and January 29, 2000,
respectively 808 803 805
Convertible Class B Common Stock, $.033 par value
per share, 15,000,000 shares authorized; issued
5,364,317 shares, 5,264,317 shares and 5,364,317
shares at July 29, 2000, July 31, 1999 and
January 29, 2000 respectively 179 176 179
Additional paid-in capital 72,517 70,216 71,974
Retained earnings 167,769 140,698 146,881
Accumulated Other Comprehensive Loss (1,647) (864) (1,801)
Unearned Compensation - Restricted Stock Awards (837) -- (984)
--------- --------- ---------
238,789 211,029 217,054
Less Class A Common Stock in treasury,
at cost (4,759,148 shares at July 29, 2000, 2,873,948
shares at July 31, 1999, and 3,290,348 shares at
January 29, 2000, respectively) (43,723) (23,279) (28,274)
--------- --------- ---------
Total Stockholders' Equity 195,066 187,750 188,780
--------- --------- ---------
Total $ 286,417 $ 279,556 $ 285,789
========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------
JULY 29, July 31,
2000 1999
(UNAUDITED) (Unaudited)
---------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 25,958 $ 23,796
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 4,756 4,132
Amortization of investment premiums 76 89
Compensation expense related to restricted stock award 147 --
Loss on disposal of property and equipment 549 295
Changes in operating assets and liabilities which
provided (used) cash:
Accounts receivable 1,024 863
Merchandise inventories (2,402) (7,075)
Other assets (77) 114
Accrued income taxes 2,361 5,403
Accounts payable and other liabilities (7,824) 777
-------- --------
Net cash provided by operating activities 24,568 28,394
-------- --------
INVESTING ACTIVITIES
Expenditures for property and equipment (11,867) (9,950)
Purchases of short-term investments (8,423) (15,306)
Sales of short-term investments 4,304 2,320
-------- --------
Net cash used in investing activities (15,986) (22,936)
-------- --------
FINANCING ACTIVITIES
Dividends paid (5,071) (3,465)
Purchases of treasury stock (15,449) (4,577)
Proceeds from employee stock purchase plan 223 247
Proceeds from stock options exercised 323 71
-------- --------
Net cash used in financing activities (19,974) (7,724)
-------- --------
Net Decrease in Cash and Cash Equivalents (11,392) (2,266)
Cash and Cash Equivalents at Beginning of Period 30,389 44,068
-------- --------
Cash and Cash Equivalents at End of Period $ 18,997 $ 41,802
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 29, 2000
AND JULY 31, 1999
-------------------------------------------------------------------------------
NOTE 1 - GENERAL:
The consolidated financial statements have been prepared from the accounting
records of The Cato Corporation and its wholly-owned subsidiaries (the Company),
and all amounts shown at July 29, 2000 and July 31, 1999 are unaudited. In the
opinion of management, all adjustments (consisting solely of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of the interim period may not be indicative of the entire year.
The interim financial statements should be read in conjunction with the
financial statements and notes there to, included in the Company's Annual Report
in Form 10-K for the fiscal year ended January 29, 2000.
The Company's short-term investments are classified as available-for-sale
securities, and therefore, are carried at fair value, with unrealized gains and
losses, net of income taxes, reported as a component of other comprehensive
income.
Total comprehensive income for the second quarter and six months ended July 29,
2000 was $11,615,000 and $26,112,000, respectively. Total comprehensive income
for the second quarter and six months ended July 31, 1999 was $9,262,000 and
$22,585,000, respectively. Total comprehensive income is composed of net income
and net unrealized gains and losses on available-for-sale securities.
Merchandise inventories are stated at the lower of cost (first-in, first-out
method) or market as determined by the retail inventory method.
In the first quarter of fiscal 2000, the Company repurchased 1,468,800 shares of
Class A Common Stock for $15,449,000, or an average price of $10.52 per share.
In the first quarter of fiscal 1999, the Company repurchased 569,000 shares of
Class A Common Stock for $4,577,000, or an average price of $8.04 per share. In
March 1999, the Company transferred 63,000 shares of Class A Common Stock from
treasury stock to its Employee Stock Ownership Plan as the contribution for the
fiscal year ended January 30, 1999.
The provisions for income taxes are based on the Company's estimated annual
effective tax rate.
Effective for fiscal 1999, the Company changed its policy for recognizing
revenues related to layaway sales to comply with the Securities and Exchange
Commissions Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). Revenues for layaway sales and related fees are
recognized when the layaway merchandise is delivered to the customer.
Previously, revenues were recognized at the time of the sale. The Company
accounted for the adoption of SAB 101 as a change in accounting principle and
recorded a cumulative effect in the first quarter of fiscal 1999. The cumulative
effect of this accounting change resulted in an increase in net income of
$147,000, net of income tax of $79,000, or $.01 per share. This increase was
driven by the release of the Company's layaway reserve, which
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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 29, 2000
AND JULY 31, 1999
-------------------------------------------------------------------------------
NOTE 1 - GENERAL CONTINUED:
slightly exceeded the associated margin on previously recognized layaway sales.
The proforma effect of retroactive application of the accounting change on
fiscal 1998 is immaterial to the financial statements.
NOTE 2 - EARNINGS PER SHARE:
Earnings per share is calculated by dividing net income by the weighted-average
number of Class A and Class B common shares outstanding during the respective
periods. The weighted-average shares outstanding is used in the basic earnings
per share calculation, while the weighted-average shares and equivalents
outstanding is used in the diluted earnings per share calculation.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JULY 29, July 31, JULY 29, July 31,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted-average shares outstanding 24,805,846 26,496,155 25,054,790 26,577,860
Dilutive effect of stock options 393,335 505,125 369,442 400,484
---------- ---------- ---------- ----------
Weighted-average shares and
equivalents outstanding 25,199,181 27,001,280 25,424,232 26,978,344
========== ========== ========== ==========
</TABLE>
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION:
Income tax payments, net of refunds received, for the six months ended July 29,
2000 and July 31, 1999 were $12,189,000 and $7,641,000, respectively.
NOTE 4 - FINANCING ARRANGEMENTS:
At July 29, 2000, the Company had an unsecured revolving credit agreement which
provides for borrowings of up to $35 million. The revolving credit agreement is
committed until July 2003. The credit agreement contains various financial
covenants and limitations, including the maintenance of specific financial
ratios. The Company was in compliance with all financial covenants and ratios
and there were no borrowings outstanding under the agreement at July 29, 2000,
July 31, 1999 or January 29, 2000.
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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 29, 2000
AND JULY 31, 1999
--------------------------------------------------------------------------------
NOTE 5 - REPORTABLE SEGMENT INFORMATION:
The Company has two reportable segments: retail and credit. The following
schedule summarizes certain segment information (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------- ---------------------
JULY 29, July 31, JULY 29, July 31,
2000 1999 2000 1999
--------- --------- --------- ---------
Revenues:
Retail $ 165,287 $ 150,943 $ 329,279 $ 305,958
Credit 3,395 2,866 6,643 5,725
--------- --------- --------- ---------
Total $ 168,682 $ 153,809 $ 335,922 $ 311,683
========= ========= ========= =========
Income before taxes:
Retail $ 16,352 $ 14,513 $ 37,765 $ 34,523
Credit 1,183 964 2,170 1,860
--------- --------- --------- ---------
Total $ 17,535 $ 15,477 $ 39,935 $ 36,383
========= ========= ========= =========
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain items in the
Company's unaudited Condensed Consolidated Statements of Income as a percentage
of total retail sales:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- ------------------
JULY 29, July 31, JULY 29, July 31,
2000 1999 2000 1999
-------- -------- -------- --------
Total retail sales 100.0% 100.0% 100.0% 100.0%
Total revenues 103.2 103.4 103.2 103.3
Cost of goods sold 67.3 67.3 66.1 66.3
Selling, general and administrative 23.7 24.3 23.3 23.5
Income before income taxes 10.7 10.4 12.3 12.1
Net income 7.0 6.8 8.0 7.9
COMPARISON OF SECOND QUARTER AND FIRST SIX MONTHS OF 2000 WITH 1999.
OPERATING RESULTS
Total retail sales for the second quarter were $163.4 million compared to last
year's second quarter sales of $148.8 million, a 10% increase. Same-store sales
increased 3% in the second quarter. For the six months ended July 29, 2000,
total retail sales were $325.5 million compared to last year's first six months
sales of $301.8 million, an 8% increase, and same-store sales increased 1% for
the comparable six month period. The increase in retail sales for the first six
months of 2000 resulted from the Company's continued everyday low pricing
strategy, improved merchandise offerings, and an increase in store development
activity. The Company operated 825 stores at July 29, 2000 compared to 770
stores at the end of last year's second quarter.
Other income for the second quarter and first six months of 2000 increased 6%
and 5%, respectively, over the prior year's comparable periods. The increase in
the current year resulted primarily from increased finance and late charge
income on the Company's customer accounts receivable and increased earnings from
cash equivalents and short-term investments.
Cost of goods sold were 67.3% and 66.1% of total retail sales for the second
quarter and first six months of 2000, respectively, compared to 67.3% and 66.3%
for last year's comparable three and six month periods. The decrease in cost of
goods sold as a percent of retail sales for the first six months of 2000
resulted from the maintenance of timely and aggressive markdowns on slow moving
merchandise and the improvement of inventory flow.
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
OPERATING RESULTS - CONTINUED
Selling, general and administrative (SG&A) expenses were $38.7 million and $75.9
million for the second quarter and first six months of this year, compared to
$36.1 million and $71.0 million for last year's comparable three and six month
periods, respectively. SG&A expenses as a percentage of retail sales for the
second quarter and first six months of 2000 declined 60 and 20 basis points,
respectively, over the prior year as expenses remained well controlled and under
plan.
Effective for fiscal 1999, the Company changed its policy for recognizing
revenues related to layaway sales to comply with the Securities and Exchange
Commissions Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). Revenues for layaway sales and related fees are
recognized when the layaway merchandise is delivered to the customer.
Previously, revenues were recognized at the time of the sale. The Company
accounted for the adoption of SAB 101 as a change in accounting principle and
recorded a cumulative effect in the first quarter of fiscal 1999. The cumulative
effect of this accounting change resulted in an increase in net income of
$147,000, net of income tax of $79,000, or $.01 per share. This increase was
driven by the release of the Company's layaway reserve, which slightly exceeded
the associated margin on previously recognized layaway sales. The proforma
effect of retroactive application of the accounting change on fiscal 1998 is
immaterial to the financial statements.
LIQUIDITY AND CAPITAL RESOURCES
At July 29, 2000, the Company had working capital of $124.6 million, compared to
$134.0 million at July 31, 1999 and $125.0 million at January 29, 2000. Cash
provided by operating activities was $24.6 million for the six months ended July
29, 2000, compared to $28.4 million for last year's comparable six month period.
The decrease resulted primarily from a decrease in accounts payable and other
liabilities and accrued income taxes offset by a decrease in merchandise
inventories and an increase in net income. At July 29, 2000, the Company had
cash, cash equivalents, and short-term investments of $80.1 million, compared to
$95.2 million at July 31, 1999 and $87.3 million at January 29, 2000.
Net cash used in investing activities totaled $16.0 million for the first six
months of 2000 compared to $22.9 million for the comparable period of 1999. Cash
was used primarily to fund capital expenditures for new, relocated and remodeled
stores and for new technology for systems. The decrease in cash used was
primarily related to a decrease in purchases of short-term investments in fiscal
2000 as compared to fiscal 1999.
Expenditures for property and equipment totaled $11.9 million for the six months
ended July 29, 2000, compared to $10.0 million of expenditures in last year's
first six months. The Company expects total capital expenditures to be
approximately $24 million for the current fiscal year. The Company intends to
open approximately 65 new stores, close 20 stores and to relocate 37
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
stores during the current fiscal year. For the six months ended July 29, 2000,
the Company had opened 22 new stores, relocated 18 stores, remodeled 41 stores
and closed six stores.
Net cash used in financing activities totaled $20.0 million for the first six
months of 2000 compared to $7.7 million for the comparable period of 1999. The
increase was due primarily from its share buyback program and an increase in
dividends paid in fiscal 2000 as compared to fiscal 1999.
At July 29, 2000, the Company had an unsecured revolving credit agreement which
provides for borrowings of up to $35 million. The revolving credit agreement is
committed until July 2003. The credit agreement contains various financial
covenants and limitations, including the maintenance of specific financial
ratios. The Company was in compliance with all financial covenants and ratios
and there were no borrowings outstanding under the agreement at July 29, 2000,
July 31, 1999 or January 29, 2000.
In February 2000, the Board of Directors increased the quarterly dividend by 33%
from $.075 per share to $.10 per share.
The Company does not use derivative financial instruments in its investment
portfolio. At July 29, 2000, July 31, 1999 and January 29, 2000, the Company's
investment portfolio was invested in governmental debt securities with
maturities of up to 36 months. These securities are classified as
available-for-sale, and are recorded on the balance sheet at fair value with
unrealized gains and losses reported as accumulated other comprehensive loss.
The Company believes that its cash, cash equivalents and short-term investments,
together with cash flows from operations and borrowings available under its
revolving credit agreement, will be adequate to fund the Company's proposed
capital expenditures and other operating requirements during fiscal 2000.
Form 10-Q includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements
other than statements of historical facts included in the Form 10-Q and located
elsewhere herein regarding the Company's financial position and business
strategy may constitute forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct.
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PART II OTHER INFORMATION
THE CATO CORPORATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Following are the results of the matters voted upon at the Company's
Annual Meeting which was held on May 25, 2000.
ELECTION OF DIRECTORS:
Ms. Clarice Cato Goodyear - For 69,806,798 ; Abstaining 1,910,195
Mr. John P. Derham Cato - For 69,883,916 ; Abstaining 1,833,077
Mr. Paul Fulton - For 69,885,836 ; Abstaining 1,831,157
Mr. James Shaw - For 69,885,686 ; Abstaining 1,831,307
RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
For 71,711,330 ; Abstaining 1,998 ; Against 3,665
RATIFICATION OF THE AMENDMENT TO THE 1987 NON-QUALIFIED STOCK OPTION
PLAN
For 63,233,822 ; Abstaining 328,225 ; Against 5,911,547
RATIFICATION OF THE ADOPTION OF THE 1999 INCENTIVE COMPENSATION PLAN
For 62,842,970 ; Abstaining 328,104 ; Against 6,302,521
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibit 27 - Financial Data Schedule (for SEC use only)
(B) No Reports on Form 8-K were filed during the quarter ended
July 29, 2000.
<PAGE> 13
Page 12
PART II OTHER INFORMATION (CONTINUED)
THE CATO CORPORATION
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.
THE CATO CORPORATION
September 7, 2000 /s/ Wayland H. Cato, Jr.
-------------------------------- -------------------------------------
Date Wayland H. Cato, Jr.
Chairman of the Board
September 7, 2000 /s/ John P. Derham Cato
-------------------------------- -------------------------------------
Date John P. Derham Cato
Vice Chairman of the Board
President and Chief Executive Officer
September 7, 2000 /s/ Michael O. Moore
-------------------------------- -------------------------------------
Date Michael O. Moore
Executive Vice President
Chief Financial Officer and Secretary
September 7, 2000 /s/ Robert M. Sandler
-------------------------------- -------------------------------------
Date Robert M. Sandler
Senior Vice President
Controller
