<PAGE>
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 fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-6262
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
900 Circle 75 Parkway, Suite 550
Atlanta, GA 30339-3098
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
BP Amoco p.l.c.
Britannic House
1 Finsbury Circus
London EC2M 7BA England
<PAGE>
SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
By Amoco Fabrics and Fibers Company
Plan Administrator
Date: June 23, 1999 By /s/ William S. Johnson
William S. Johnson
President
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of Amoco Fabrics and Fibers Company
We have audited the accompanying statement of assets available
for benefits of Amoco Fabrics and Fibers Company Salaried
401(k) Savings Plan as of December 31, 1998, and the related
statement of changes in assets available for benefits for the
year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements 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. 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 referred to above
present fairly, in all material respects, the assets available
for benefits of the Plan at December 31, 1998, and the changes
in its assets available for benefits for the year then ended,
in conformity with generally accepted accounting principles.
Chicago, Illinois Ernst & Young LLP
June 16, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Amoco Fabrics and Fibers Company
In our opinion, the accompanying statement of net assets
available for benefits presents fairly, in all material
respects, the net assets available for benefits of the Amoco
Fabrics and Fibers Company Salaried 401(k) Savings Plan at
December 31, 1997, in conformity with generally accepted
accounting principles. This financial statement is the
responsibility of Amoco Fabrics and Fibers Company's
management; our responsibility is to express an opinion on
this financial statement based on our audit. We conducted our
audit of this statement in accordance with generally accepted
auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statement, assessing
the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 15, 1998
<PAGE>
EIN 36-2692811
Plan No. 004
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
1998 1997
Assets
Investment in Amoco Fabrics and Fibers
Company Master Trust $18,800 $11,191
Assets available for benefits $18,800 $11,191
The accompanying notes are an integral part of these statements.
<PAGE>
EIN 36-2692811
Plan No. 004
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
(thousands of dollars)
Additions of assets attributed to:
Income from investment in Amoco Fabrics
and Fibers Company Master Trust $ 4,550
Participant contributions 2,809
Employer contributions 1,039
Rollover contributions 16
Total additions 8,414
Deductions of assets attributed to:
Distributions to participants (805)
Net increase in assets during the year 7,609
Assets available for benefits:
Beginning of year 11,191
End of year $18,800
The accompanying notes are an integral part of these statements.
<PAGE>
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1998
1. Description of the Plan:
Amoco Fabrics and Fibers Company (the "Company")
established the Amoco Fabrics and Fibers Company Salaried
401(k) Savings Plan effective January 1, 1996 (the "Plan").
Also, on January 1, 1996, the Amoco Fabrics and Fibers Company
Master Trust (the "Master Trust") was established. The Master
Trust holds the assets of the Plan and the Amoco Fabrics and
Fibers Company Hourly 401(k) Savings Plan (the "Hourly 401(k)
Plan"). The trustee for the Master Trust, the Plan and the
Hourly 401(k) Plan is Bankers Trust Company, a New York
banking corporation (the "Trustee"). The Plan and the Hourly
401(k) Plan have the same investment funds. Investments made
by participants in the Plan in each of the investment funds
are commingled with the investments in each of the investment
funds of the Hourly 401(k) Plan by participants in that plan.
The following description of the Plan is provided for
general information purposes only. Participants should refer
to the Plan document for more complete information.
The purpose of the Plan is to encourage eligible
employees to regularly save part of their earnings and to
assist them in accumulating additional security for their
retirement. The Plan provides that both participant and
Company matching contributions will be held in a trust by an
independent trustee for the benefit of participating
employees. The Company reserves the right to amend or
terminate the Plan at any time. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Under the Plan, participating employees can invest a
total of 16 percent of pre-tax earnings. The first six percent
will be matched by the Company at a rate of $.50 for every
$1.00 contributed by the participant. Company matching
contributions are initially invested in the BP Amoco Stock
Fund.
There were 780 participants in the Plan at December 31,
1998, out of a total of 892 eligible participants.
Participants are fully vested in their contributed accounts.
Vesting in Company matching contribution accounts is dependent
upon specific criteria as described in the Plan document.
Forfeited Company contributions are used to reduce Company
matching contributions or to offset administrative expenses.
Forfeitures, expressed in thousands of
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
dollars, totaled $15 in 1998. The benefit in which a
participant is entitled is the benefit which can be provided
by the participant's vested account balance.
The contributions are invested in up to four savings
options as determined by participants. The participant can
direct the Trustee to invest in one or more of the following
options: BP Amoco Stock Fund; Equity Index Fund; Money Market
Fund; and Balanced Fund.
Trustee fees, brokerage commissions, and other
transaction fees and expenses related to the BP Amoco Stock
Fund, the Equity Index Fund, the Money Market Fund and the
Balanced Fund are generally paid out of those respective
funds. As a result, the returns on those investments are net
of the fees and expenses of the managers of these funds and
certain other brokerage commissions and other fees and
expenses incurred in connection with those investment options.
Administrative fees were paid out of the Plan trust or paid by
the Company in accordance with terms of the Plan.
Amoco Stock Fund
Amoco Stock Fund's primary investment objective during
1998 was to purchase Amoco Corporation ("Amoco") common stock.
On December 31, 1998, Amoco merged with The British Petroleum
Company p.l.c. ("BP") pursuant to which Amoco became a wholly
owned subsidiary of BP. BP was renamed BP Amoco p.l.c. and
Amoco Corporation was renamed BP Amoco Corporation. Effective
with the merger, the outstanding shares of Amoco were canceled
and exchanged for BP Amoco p.l.c. Ordinary Shares in the form
of BP Amoco p.l.c. American Depositary Shares ("ADS").
Effective in January 1999, the Amoco Stock Fund became the BP
Amoco Stock Fund and contributions to the BP Amoco Stock Fund
are used to purchase BP Amoco p.l.c. ADSs.
The following description of the Amoco Stock Fund relates
to the period prior to the BP-Amoco merger.
Amounts not invested in Amoco common stock were held as
cash or were used to purchase short-term investments or
invested in short-term investment funds of the Trustee.
Dividends paid on Amoco common stock held in the Amoco Stock
Fund were used primarily to purchase additional Amoco common
stock or to meet the cash demands of the Amoco Stock Fund.
The percentage of assets of the Amoco Stock Fund in
investments other than Amoco common stock under normal
circumstances was less than 5 percent. However, this figure
may have changed as transactions were made and may have been
substantially higher or lower at a given time. On December 31,
1998, the percentage of investments in Amoco common stock was
99 percent.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
Amoco common stock in the fund and dividends and other
distributions were not specifically allocated to participant
accounts. Instead, each participant's investment in the Amoco
Stock Fund was based on the proportion of his or her
investment in the fund to all Plan participants. The Directed
Trustee of the Amoco Stock Fund was Bankers Trust Company.
Equity Index Fund
Amounts invested in the Equity Index Fund are placed in
the Bankers Trust Pyramid Funds, which are managed by Bankers
Trust Company. The goal of the Equity Index Fund is to create
a portfolio of stocks that will track the Standard & Poor's
("S&P") 500 Index return with minimum deviations. The
portfolio strategy provides for the purchase of stocks
representing over 95 percent of the pro rata weighted market
values of the S&P 500 Index. As of December 31, 1998, the
Equity Index Fund represented 100 percent of the pro rata
weighted market values of the S&P 500 Index. In order to
reduce costs, transactions are made only to reproduce the
composition of the index, to invest cash received from
dividends or buyouts, to invest additions to the fund and to
raise cash for withdrawals.
Money Market Fund
The investment objective of the fund is to provide higher
returns than typical money market funds provide while
preserving capital. Amounts invested in the Money Market Fund
are used to purchase units of the BT Cash Management Fund.
Assets of the fund are held in cash or in high quality short-
term securities, including commercial paper, corporate notes
and bonds, banking securities, United States Treasury and
Agency securities, collateralized repurchase agreements, asset-
backed securities, and foreign currency-denominated debt
securities. The portfolio guidelines state that all
investments must meet the fund's high credit standards,
carrying ratings of A1/P1 or higher. The portfolio's average
maturity is maintained at 120 days or less. The manager of the
fund, Bankers Trust Company, has the responsibility of
purchasing the selection of securities for the fund.
Balanced Fund
Amounts invested in the Balanced Fund are used to
purchase shares of the Bankers Trust Pyramid Asset Management
Fund. The goal of the Balanced Fund is to provide the investor
with above-average long-term returns while minimizing downside
risk through an actively managed portfolio of equity
securities, bonds, and money market instruments using targeted
portfolio weights and asset policy ranges. The fund's
strategic investment allocation is 55 percent stocks, 35
percent bonds, and 10 percent money market instruments. The
asset policy ranges identify the limits within which the
investment manager, Bankers Trust Company, determines the
actual portfolio proportions.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
2. Summary of Significant Accounting Policies:
Method of Accounting
The financial statements of the Plan are prepared under
the accrual method of accounting.
Investment Valuation
All investments of the funds are stated at fair value
generally as determined by quoted market prices. Realized
gains and losses are recognized upon the disposition of
investments by comparing the proceeds to the average cost.
Average cost is calculated as the weighted average of the fair
value of the disposed securities at the beginning of the year
or acquisition cost if acquired during the year. In accordance
with the policy of stating investments at fair value,
unrealized appreciation or depreciation of the fair value of
investments for the year, if any, is calculated as fair value
at the end of the year less fair value at the beginning of the
year, or if acquired during the year, acquisition cost.
Allocation of Master Trust Assets and Transactions
In order to preserve, for participating plans, an
interest in the combined assets of the Master Trust, the
Trustee determines computed shares in the Master Trust for
each plan. Current month's Master Trust investment
transactions are allocated based on each plan's computed
shares in the Master Trust at the end of the prior month,
adjusted for current month's contributions less benefit
payments to participants. These allocated amounts are then
added to or subtracted from the prior month's computed shares
to determine computed shares at the end of the month. Master
Trust investment transactions allocated to the Plan include
dividend and interest income, gains and losses on sales of
investments and unrealized appreciation or depreciation of
investments.
Contributions
Company and participant contributions are made and
recorded during the periods in which the Company processes
payroll.
Estimates in Financial Statements
The preparation of financial statements in conformity
with generally accepted accounting principles requires
estimates and assumptions that affect certain reported
amounts. Actual results may differ in some cases from the
estimates.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
3. Participant Loans:
Participants are eligible to borrow from their account
balances in the Plan. Loans are made in the form of cash and
the amount may not exceed the lesser of 50 percent of the
market value of the total vested accounts or $50,000 less the
highest loan balance outstanding during the preceding twelve
months. The participant must execute a promissory note to take
out a loan and the maximum time period for a loan repayment is
fifty-four months. Interest rates are fixed for the duration
of the loan and charged on the unpaid balance. The interest
rate charged is the prime rate as reported by the Wall Street
Journal on the next to the last business day of the month
preceding the month the participant applies for the loan.
Repayment of loan principal and interest is generally made by
payroll deductions and credited to the participant's accounts.
4. Taxes:
The Internal Revenue Service ruled April 16, 1999, that
the Plan qualified under Section 401(a) of the Internal
Revenue Code ("IRC") and, therefore, the related trust is not
subject to tax under present income tax law. Once qualified,
the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Company is not aware of any
course of action or series of events that have occurred that
might adversely affect the Plan's qualified status. The
Company reserves the right to make any amendments necessary to
maintain the continued qualified status of the Plan and Master
Trust.
5. Plan Transfers
Plan transfers occur when eligible participants in the
Plan remain with Amoco Fabrics and Fibers Company and change
job classifications to or from a "salaried employee" from or
to an "hourly employee" as defined in the Plan document. For
the year ended December 31, 1998, there were no Plan transfers
from the Plan to the Hourly 401(k) Plan.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
6. The Master Trust and Plan Fund Information:
As described in Note 1, the Plan's trust agreement
permits the commingling for investment purposes of Plan assets
with those of the Hourly 401(k) Plan in the Master Trust. The
Trustee determines the Plan's proportionate share of trust
assets and related changes in trust assets, as described in
Note 2, and such amounts are reflected in the Plan's
statements of assets available for benefits and of changes in
assets available for benefits. At December 31, 1998 and 1997,
the Plan's interest in the total investment of assets of the
Master Trust was approximately 43 percent and 39 percent,
respectively.
The following tables present, within the various
investment funds, the fair value of assets available for
benefits held by the Master Trust as of December 31, 1998 and
1997, the changes in assets available for benefits held by the
Master Trust for the year ended December 31, 1998, the assets
available for benefits of the Plan as of December 31, 1998 and
1997, and the changes in the assets available for benefits of
the Plan for the year ended December 31, 1998.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS
(WITH FUND INFORMATION)
(thousands of dollars)
As of December 31,
1998 1997
Amoco Stock Fund
BP Amoco p.l.c. ADSs* $24,350 $ --
Amoco Corporation common stock -- 14,701
Cash equivalents 199 254
Interest, dividends, and other
receivables(payables) (148) (204)
Total 24,401 14,751
Equity Index Fund
BT Pyramid Fund 8,633 5,783
Total 8,633 5,783
Money Market Fund
Cash equivalents 2,566 1,849
Total 2,566 1,849
Balanced Fund
BT Pyramid Asset Management Fund 5,085 3,946
Total 5,085 3,946
Cash Disbursements Account and Participant Loans
Amoco Fabrics and Fibers Company Loan Fund 3,312 2,384
Cash equivalents 15 15
Total 3,327 2,399
Net Assets $44,012 $28,728
* Effective with the merger of BP and Amoco on December 31, 1998,
402,994 shares of Amoco common stock held by the Amoco Stock Fund
were canceled and exchanged for 266,648 BP Amoco p.l.c. ADSs.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS
(WITH FUND INFORMATION) (PAGE 1 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1998
(thousands of dollars)
Amoco Equity Money
Stock Index Market
Fund Fund Fund
Additions of assets attributed to:
Participant contributions $ 2,226 $ 1,513 $ 797
Employer contributions 1,967 -- --
Rollover contributions 4 13 3
Forfeitures (net) (68) -- --
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 6,844 1,580 --
Interest and dividends 573 235 115
Participant loans (net) (345) (244) (156)
Interfund transfers (net) (325) 206 205
Total additions 10,876 3,303 964
Deductions of assets attributed to:
Administrative expenses (12) - -
Distributions to participants (1,214) (453) (247)
Total deductions (1,226) (453) (247)
Net increase in
assets during the year 9,650 2,850 717
Net Assets:
Beginning of year 14,751 5,783 1,849
End of year $24,401 $ 8,633 $ 2,566
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS
(WITH FUND INFORMATION) (PAGE 2 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1998
(thousands of dollars)
Cash
Disbursements
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Participant contributions $ 870 $ 5 $ 5,411
Employer contributions -- 2 1,969
Rollover contributions 1 -- 21
Forfeitures (net) (1) 69 --
Net realized and unrealized
appreciation (depreciation) in
fair value of investments (147) -- 8,277
Interest and dividends 1,024 222 2,169
Participant loans (net) (187) 932 --
Interfund transfers (net) (87) 1 --
Total additions 1,473 1,231 17,847
Deductions of assets attributed to:
Administrative expenses - (82) (94)
Distributions to participants (334) (221) (2,469)
Total deductions (334) (303) (2,563)
Net increase in
assets during the year 1,139 928 15,284
Net Assets:
Beginning of year 3,946 2,399 28,728
End of year $ 5,085 $ 3,327 $44,012
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
(thousands of dollars)
As of December 31,
1998 1997
Assets
Investment in Master Trust:
Amoco Stock Fund $11,135 $ 6,262
Equity Index Fund 4,324 2,674
Money Market Fund 947 539
Balanced Fund 1,794 1,264
Cash Disbursements and Participant
Loans Accounts 600 452
Assets available for benefits $18,800 $11,191
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 1 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1998
(thousands of dollars)
Amoco Equity Money
Stock Index Market
Fund Fund Fund
Additions of assets attributed to:
Income from investment in
Master Trust $ 3,304 $ 877 $ 35
Participant contributions 1,293 901 251
Employer contributions 1,039 -- --
Rollover contributions 3 12 1
Participant loans (net) (81) (37) (17)
Interfund transfers (net) (228) 61 176
Total additions 5,330 1,814 446
Deductions of assets attributed to:
Distributions to participants (457) (164) (38)
Net increase in
assets during the year 4,873 1,650 408
Assets available for benefits:
Beginning of year 6,262 2,674 539
End of year $11,135 $ 4,324 $ 947
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 2 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1998
(thousands of dollars)
Cash
Disbursements
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Income from investment in
Master Trust $ 295 $ 39 $ 4,550
Participant contributions 364 -- 2,809
Employer contributions -- -- 1,039
Rollover contributions -- -- 16
Participant loans (net) (21) 156 --
Interfund transfers (net) (9) -- --
Total additions 629 195 8,414
Deductions of assets attributed to:
Distributions to participants (99) (47) (805)
Net increase in
assets during the year 530 148 7,609
Assets available for benefits:
Beginning of year 1,264 452 11,191
End of year $ 1,794 $ 600 $18,800
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
7. Year 2000 (Unaudited):
The Year 2000 issue, which stems from computer programs
written using two digits rather than four to define the
applicable year, could result in processing faults on the
change of the century, producing a wide range of consequences.
The Plan relies on some Company systems for certain
aspects of its operation. The Company has conducted a risk-
based review of its computer systems and computer-controlled
processes to identify those which could be affected and
developed an implementation plan to test and remediate the
faults. The Company is replacing or repairing the identified
affected systems, in close collaboration with system
suppliers. All business-critical work is due to be completed
by June 30, 1999. There are some known exceptions to this
target, for valid reasons, that will be closely managed to
completion and will have contingency plans in place to
mitigate risks.
The Company and the Plan are also exposed, to an
unquantifiable degree as are other companies and plans, to the
failure of third party service providers to deal with the Year
2000 exposures. The Company is in the process of developing
contingency plans to address potential system or supplier Year
2000 failures. The third party service providers of the Plan
have indicated that they are taking steps to ensure that their
systems will be Year 2000 compliant and that they are making
contingency plans in the event of Year 2000 complications. If
steps required by the Company or any of its third party
service providers for the Plan in connection with the Year
2000 issue are not taken on a timely basis, the Year 2000
problems could have a material impact on the Plan.
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 333-9798) pertaining
to the Amoco Fabrics and Fibers Company Salaried 401(k)
Savings Plan of BP Amoco p.l.c. of our report dated June 16,
1999, with respect to the financial statements of the Amoco
Fabrics and Fibers Company Salaried 401(k) Savings Plan
included in this Annual Report (Form 11-K) for the year
ended December 31, 1998.
Ernst & Young LLP
Chicago, Illinois
June 23, 1999
<PAGE>
Exhibit 23(b)
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-9798) of BP Amoco
p.l.c. of our report dated June 15, 1998 relating to the
financial statements of the Amoco Fabrics and Fibers Company
Salaried 401(k) Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Chicago, IL
June 23, 1999
<PAGE>
