SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
TO
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996.
[ ] 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: 0-20329
EIS INTERNATIONAL, INC.
-----------------------
(Exact name of Registrant as specified in its charter)
Delaware 06-1017599
-------- ----------
(state or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
555 Herndon Parkway, Herndon, Virginia 20170
-------------------------------------- -----
(Address of principal executive offices) (ZIP code)
(703) 478-9808
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class)
Indicate by check mark whether (1) the Registrant 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. [ X ] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or an
amendment to this Form 10-K. [ X ]
The aggregate market value as of March 19, 1997 of Common Stock held by
non-affiliates of the Registrant was approximately $40,216,844.
The number of shares of Common Stock outstanding as of March 19, 1997 was
11,144,869.
<PAGE>
Part III of the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as amended by Amendment No. 1 to the Annual Report on
Form 10-K/A, is hereby amended and restated in its entirety as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item (i) is included in Part I of this
Annual Report on Form 10-K under the heading "Executive Officers of EIS", and
(ii) is set forth below:
Class II Directors (term expires at the 1997 Annual Meeting of Stockholders):
<TABLE>
<CAPTION>
Name Age Principal Occupation(s)
---- --- -----------------------
<S> <C> <C>
Kent M. Klineman 64 Secretary of the Company; Attorney and Private
Investor (1)
James E. McGowan 53 President and Chief Executive Officer of the Company
</TABLE>
- --------------------
(1) Member of the Audit Committee and the Compensation Committee.
Kent M. Klineman has been Secretary of the Company and a director since
June 1988. He also served as Treasurer of the Company from June 1988 until
December 1989. He is an attorney and private investor and serves as a director
of several closely held companies. He is a director of Concord Camera Corp., a
publicly held corporation.
James E. McGowan has been President and Chief Executive Officer and a
director of the Company since February 1997. He was also President and Chief
Operating Officer of EIS Systems, an operating division of the Company, from
April 1996 until February 1997. From September 1993 to January 1996 he was
President and Chief Executive Officer of Deluxe Data, a provider of electronic
funds transfer processing and software for financial institutions and automated
teller machine networks. From January 1993 to September 1993 he ran McGowan
Associates, a consulting company which he founded. From January 1990 to December
1992 he served as President and Chief Executive Officer at Xerox Imaging
Systems.
Class I Directors (term expires at the 1999 Annual Meeting of Stockholders):
Name Age Principal Occupation(s)
---- --- -----------------------
Robert M. Jesurum 57 Founder of the Company and Private
Consultant (1)
Charles W. McCall 53 President and Chief Executive Officer of HBO
& Company (1)
- ---------------------
(1) Member of Compensation Committee.
2
<PAGE>
Robert M. Jesurum founded the Company in January 1980 and has served as
a director since its inception. He also served as the Company's Chairman of the
Board (from inception to February 1993) and as the Company's Executive Vice
President and Chief Technical Officer (from inception until October 1991). Mr.
Jesurum retired as an employee of the Company in October 1991 and is currently
pursuing noncompetitive independent business research and product development as
a sole proprietor.
Charles W. McCall has been a director of the Company since April 1993.
He has been President, Chief Executive Officer and a director of HBO & Company,
a company in the business of providing software to the medical field, since
January 1991. From April 1985 to January 1991, Mr. McCall served as President
and Chief Executive Officer of CompuServe Inc., a computer communications and
information services company based in Columbus, Ohio. Mr. McCall is currently a
director of SYMIX, Inc., a publicly held corporation.
Class III Director (term expires at the 1998 Annual Meeting of Stockholders):
Name Age Principal Occupation(s)
---- --- -----------------------
Robert J. Cresci 52 Chairman of the Board of Directors of the
Company; Managing Director of Pecks
Management Partners Ltd. ("Pecks") (1)
- --------------------
(1) Member of Audit Committee.
Robert J. Cresci has been a director of the Company since March 1991.
He has been a Managing Director of Pecks, an investment management firm, since
September 1990 and serves as a director of the Company. Mr. Cresci currently
serves on the boards of Bridgeport Machines, Inc., Serv-Tech, Inc., Vestro
Natural Foods, Inc., Olympic Financial Ltd., Hitox, Inc., Sepracor Inc., Garnet
Resources Corporation, HarCor Energy, Inc., Meris Laboratories, Inc., Natures
Elements, Inc. and GeoWaste, Inc., all publicly held corporations, as well as
several private companies.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and regulations of the Securities and Exchange Commission
("SEC") thereunder require the Company's executive officers and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of initial ownership and changes in ownership
with the SEC and the National Association of Securities Dealers, Inc. Such
officers, directors and ten-percent stockholders are also required by SEC rules
to furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no other reports were
required for such persons, the Company believes that, during or with respect to
the period from January 1, 1996 to December 31, 1996, all of its executive
officers, directors and ten-percent stockholders complied with their Section
16(a) filing obligations.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item (i) is included in the first
paragraph of Item 13 of Part III of this Annual Report on Form 10-K and (ii) is
set forth below:
COMPENSATION OF DIRECTORS
Each director of the Company who is not an employee of the Company is
paid an annual fee of $10,000 plus $1,000 for each meeting of the Board attended
and $500 for each meeting of the Audit
3
<PAGE>
Committee and Compensation Committee attended. In addition, the Company's 1993
Stock Option Plan for Non-Employee Directors provides for grants to non-employee
directors pursuant to a specified formula. Pursuant to this Plan, Messrs.
Cresci, Jesurum, McCall and Klineman were each granted an option to purchase
1,000 shares of Common Stock in 1996 at an exercise price of $16.875 per share.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information
concerning the compensation of the Company's executive officers (the "Named
Executive Officers") for each of the last three fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
---------------------------------- -------------------------------
Securities
Other Underlying
Annual Options
Compen- (number of All Other
Name and Principal Position Year Salary Bonus(1) sation shares) Compensation(3)
- --------------------------- ---- ------ -------- ------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Joseph J. Porfeli, 1996 $285,192 -- (2) -- --
Former Chairman of the Board, 1995 248,899 $135,000 (2) -- $2,170
President and Chief
Executive Officer(4) 1994 220,264 120,000 (2) -- 15,418
Edward S. Sarkisian 1996 172,909 132,333(4) (2) 50,000 15,627
Executive Vice President, 1995 137,808 207,116(4) (2) -- 120
Worldwide Sales and
Marketing(5) 1994 129,615 106,100(4) (2) -- 120
James E. McGowan 1996 178,042 -- (2) -- 17,612
President and Chief Executive
Officer(6)
Herbert F. Balzuweit 1996 150,192 -- (2) 40,000 264
Former Group Chief Financial
Officer and Executive Vice
President(7)
Robert F. Kelly, 1996 148,750 -- (2) 10,000 174
Former Executive Vice 1995 134,615 50,000 (2) -- 120
President, Business
Development(8) 1994 124,716 50,000 (2) -- 120
Frederick C. Foley 1996 139,182 -- (2) 5,000 288
Senior Vice President, Finance, 1995 125,000 42,500 (2) -- 120
Chief Financial Officer and 1994 102,788 35,000 (2) 15,000 120
Treasurer
</TABLE>
(1) Except as otherwise noted, all amounts set forth in this column constitute
bonuses.
(2) As to each individual named, the aggregate amounts of personal benefits
not included in the Summary Compensation Table do not exceed the lesser
of either $50,000 or 10% of the total annual salary and bonus reported
for the named executive officer.
(3) Represents premiums paid by the Company during 1996, 1995 and 1994 with
respect to group term life insurance for the benefit of the named
executive officer, except for (i) $13,208 paid to Mr. Porfeli in
4
<PAGE>
reimbursement of certain travel-related expenses in 1994 (ii) with
respect to Mr. Sarkisian, $15,177 for relocation expenses in 1996, and
(iii) with respect to Mr. McGowan, $17,432 for relocation expenses in
1996.
(4) Mr. Porfeli resigned from his employment with the Company in February 1997.
(5) Mr. Sarkisian's bonus includes sales commissions of $64,333, $157,116 and
$66,100 earned by Mr. Sarkisian in 1996, 1995 and 1994, respectively.
(6) Mr. McGowan joined the Company as President and Chief Operating Officer of
EIS Systems in April 1996. Accordingly, no information is provided for
1994 and 1995. Mr. McGowan became President and Chief Executive Officer
of the Company in February 1997 upon the resignation of Mr. Porfeli.
(7) Mr. Balzuweit joined the Company in February 1996. Accordingly, no
information is provided for 1994 or 1995. Mr. Balzuweit resigned from his
employment with the Company effective April 1997.
(8) Mr. Kelly resigned from his employment with the Company in March 1997.
OPTION GRANTS IN 1996
The following table summarizes certain information regarding options
granted to Named Executive Officers during 1996.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for Option
Individual Grants Terms (1)
--------------------------------------------------------- ----------------------------
Percent of
Total
Shares Options
Subject to Granted to Exercise
Options Employees Price Per Expiration
Name Granted in FY Share Date 5% 10%
- ---- ------- ------- ------- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C>
Joseph J. Porfeli - - - - - -
Edward S. Sarkisian 18,318 2.40 $16.3750 02/28/06 $188,642 $478,055
31,682 4.20 $16.3750 02/28/06 $326,266 $826,822
James E. McGowan (2) 24,520 3.25 $16.3125 04/01/06 $251,547 $637,469
75,480 10.00 $16.3125 04/01/06 $774,338 $1,962,323
41,556 5.50 $ 9.6250 12/04/06 $251,543 $637,460
38,444 5.01 $ 9.6250 12/04/06 $232,706 $589,722
Herbert F. Balzuweit (2) 26,776 3.55 $14.9375 02/02/06 $251,537 $637,444
23,224 3.07 $14.9375 02/02/06 $218,169 $552,883
40,000 5.30 $ 9.6250 12/04/06 $242,124 $613,591
Robert F. Kelly 7,500 1.00 $16.3750 02/28/96 $ 77,236 $195,732
2,500 0.33 $16.3750 02/28/96 $ 25,745 $ 65,244
Frederick C. Foley 3,750 0.50 $16.3750 02/28/06 $ 38,618 $ 97,866
1,250 0.17 $16.3750 02/28/06 $ 12,873 $ 32,622
</TABLE>
5
<PAGE>
- -------------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These
gains are based on assumed rates of stock appreciation of 5% and 10%
compounded annually from the date the respective options were granted
to their expiration date. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock and
the date on which the options are exercised.
(2) Certain options granted to each of these individuals and reflected on
this table were cancelled in exchange for new options with a lower
exercise price which are also reflected on this table, as follows: (i)
options to purchase 24,520 and 75,480 shares of Common Stock at an
exercise price of $16.3125 per share granted to Mr. McGowan were
cancelled in exchange for an options to purchase 41,556 and 38,444
shares of Common Stock at an exercise price of $9.6250 per share, and
(ii) options to purchase 26,776 and 23,224 shares of Common Stock at an
exercise price of $14.9375 per share granted to Mr. Balzuweit were
cancelled in exchange for an option to purchase 40,000 shares at an
exercise price of $9.6250 per share.
See "Repricing of Options."
OPTION EXERCISES IN 1996
The following table sets forth the number of options exercised in 1996
and the dollar value realized thereon by the Named Executive Officers, along
with the number and dollar value of any options remaining unexercised on
December 31, 1996.
Aggregated Option Exercises In
1996 And 1996 Year-ended Option Values
<TABLE>
<CAPTION>
Number Of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options at 1996 Year-
Options at 1996 Year-end(1) End(1)
------------------------------ -----------------------------------
Shares
Acquired
on Value
Name Exercise Realized(2) Exercisable Unexercisable Exercisable(3) Unexercisable(3)
---- -------- ----------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph J. Porfeli -- -- 393,750 21,250 $2,158,313 --
Edward J. Sarkisian 15,000 366,844 48,500 62,500 40,625 --
Robert F. Kelly 18,442 376,908 54,257 27,500 2,504 --
Frederick C. Foley 14,867 244,387 20,000 20,000 -- --
Herbert F. Balzuweit -- -- 10,000 30,000 -- --
James E. McGowan -- -- 20,000 60,000 -- --
</TABLE>
(1) On December 31, 1996, the average of the closing bid and asked prices
per share of Common Stock as reported by the Nasdaq National Market was
$8.625.
(2) Represents the difference between market value on the date of exercise
and the option exercise price.
(3) Represents the difference between the market value of the Common Stock
underlying the option and the exercise price of such option upon
exercise or year-end, as the case may be.
6
<PAGE>
EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company is party to an employment arrangement with James McGowan,
its President and Chief Executive Officer and a director of the Company.
Pursuant to this arrangement, the Company will pay Mr. McGowan an annual salary
of $250,000, with a possible bonus equal to 50% of annual salary, assuming the
achievement of certain performance targets. In addition, this arrangement
provides that Mr. McGowan will be paid monthly severance at a rate commensurate
with his annual salary and will continue to receive health care and insurance
benefits for a period of one year following the termination of his employment
without cause, or until such time as he obtains full- time employment, whichever
occurs first. Furthermore, pursuant to this arrangement, the Company extended to
Mr. McGowan a $100,000 loan, bearing interest at a rate of 6% per annum and
maturing on February 6, 2000. One twelfth of the original principal amount of
this loan, and all accumulated interest thereon, will be forgiven at the end of
each three-month period commencing on May 7, 1997 and ending on February 7,
2000, unless Mr. McGowan voluntarily terminates his employment with the Company,
at which point any such forgiveness will cease and he will be required to pay
the remaining principal balance of the loan and remaining accrued interest
thereon at maturity. Mr. McGowan was also granted an option to purchase 70,000
shares of the Company's Common Stock at an exercise price of $5.625 per share.
In February 1997, Joseph J. Porfeli resigned as the President, Chief
Executive Officer and Chairman of the Board of Directors of the Company. In
connection with his resignation, the Company agreed to make a one-time payment
to him of approximately $112,762. This payment was offset against approximately
$133,603 in principal and interest owed by Mr. Porfeli on a loan made by the
Company to him (see "Certain Transactions"), and $27,565 owed to the Company for
product purchases by Ameri Care, a company controlled by Mr. Porfeli. The
Company also agreed to extend the termination date of Mr. Porfeli's outstanding
stock options, which would otherwise have terminated within 90 days of his
resignation, to August 6, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Klineman, a director of the Company and a member of its
Compensation Committee, performs legal and consulting services for the Company
and is paid a retainer of $5,000 per month in consideration of these services,
an aggregate of $60,000 in respect of services rendered during 1996. The Company
believes that this represents the fair market value of such services and that
such services are provided on terms at least as favorable to the Company as
those that could be obtained from an unaffiliated third party.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of January 31, 1997 (except as otherwise noted)
by (i) each person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, (ii) each of the Company's directors, (iii) each of
the Company's executive officers named in the Summary Compensation Table, and
(iv) all of the Company's executive officers and directors as a group.
Name Number(1) Percent
---- --------- -------
Five Percent Stockholders
- -------------------------
LGT Asset Management, Inc. (2) 707,900 6.3%
Robert M. Jesurum(3) 614,798 5.5%
Other Directors
- ---------------
Kent M. Klineman(4) 424,622 3.8%
Charles W. McCall(5) 46,250 *
Robert J. Cresci(6) 36,250 *
James E. McGowan(7) 20,000 *
Other Executive Officers
- ------------------------
Joseph J. Porfeli(8) 465,635 4.0%
Edward J. Sarkisian(9) 38,500 *
Frederick C. Foley(10) 22,944 *
Robert F. Kelly(11) 63,474 *
Herbert F. Balzuweit(12) 12,500 *
All current executive officers and directors 1,767,473 14.9%
as a group (9 persons)(13)
- ----------------
* Less than 1%
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, if any, the persons named in the
table have sole voting and investment power with respect to all shares
of the Common Stock. In addition, the numbers in this column do not
include options which are not exercisable within 60 days of January 31,
1997.
(2) Based upon a Schedule 13G filed with the Securities and Exchange
Commission on February 7, 1997.
(3) Includes (i) 57,092 shares held by Mr. Jesurum's wife, as to which Mr.
Jesurum disclaims beneficial ownership, (ii) 245,000 shares owned by
the Jesurum 1994 Family Limited Partnership and (iii) 36,250 shares
issuable upon exercise of stock options which are currently exercisable
or which are exercisable within 60 days of January 31, 1997. Also
includes 59,000 shares held by the Robert Jesurum 1996 Annuity Trust
and 41,000 shares held by the Toby Jesurum 1996 Annuity Trust. Does not
include an
8
<PAGE>
aggregate of 16,000 shares of Common Stock held by Mr. Jesurum's adult
children and 4,600 shares of Common Stock held by the Robert Jesurum
Long Term Trust. Mr. Jesurum disclaims beneficial ownership of all the
aforesaid shares held by other members of his family and the Robert
Jesurum Long Term Trust. Mr. Jesurum's business address is 11
Harborview Drive, Rye, New Hampshire 03870.
(4) Includes (i) 300,000 shares held by Mr. Klineman's wife, as to which
Mr. Klineman disclaims beneficial ownership, (ii) 36,250 shares
issuable upon exercise of stock options exercisable within 60 days of
January 31, 1997 and (iii) 4,861 shares issuable upon the exercise of
stock warrants exercisable within 60 days of January 31, 1997.
(5) Includes 15,000 shares issuable upon exercise of stock options which
are currently exercisable or which are exercisable within 60 days of
January 31, 1997.
(6) Includes 36,250 shares issuable upon exercise of stock options
exercisable within 60 days of January 31, 1997.
(7) Includes 20,000 shares issuable upon exercise of stock options which
are currently exercisable or which are exercisable within 60 days of
January 31, 1997.
(8) Includes (i) 393,750 shares issuable upon exercise of stock options
which are currently exercisable or which are exercisable within 60 days
of January 31, 1997 and (ii) 2,430 shares issuable upon the exercise of
stock warrants which are currently exercisable or which are exercisable
within 60 days of January 31, 1997. Mr. Porfeli resigned from his
employment with the Company in February 1997.
(9) Includes 61,000 shares issuable upon exercise of stock options which
are currently exercisable or which are exercisable within 60 days of
January 31, 1997.
(10) Includes 21,250 shares issuable upon exercise of stock options which
are currently exercisable or which are exercisable within 60 days of
January 31, 1997.
(11) Includes 56,757 shares issuable upon exercise of stock options which
are currently exercisable or which are exercisable within 60 days of
January 31, 1997. Mr. Kelly resigned from his employment with the
Company in March 1997.
(12) Includes 10,000 shares issuable upon exercised options which are
currently exercisable or are exercisable within 60 days of January 31,
1997. Mr. Balzuweit resigned from his employment with the Company
effective April 1997.
(13) Includes 686,507 shares (including those referred to in the applicable
notes above) issuable upon exercise of stock options held by executive
officers and directors which are currently exercisable or which are
exercisable within 60 days of January 31, 1997.
9
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 15, 1991, the Company sold $3,300,000 principal amount of its
10.5% convertible subordinated notes (the "Notes") at par to certain investors
(the "Note Investors"). Pursuant to the Note purchase agreement, the Company
granted the Note Investors, Kent. M. Klineman, who is now a director of the
Company, and another individual (the "Note Registration Rights Holders") certain
rights to require registration under the Securities Act of 1933 (the "Securities
Act") of the aggregate of 1,435,500 shares of Common Stock issued or issuable
upon conversion of the then outstanding Class A Convertible Voting Preferred
Stock and any shares of Common Stock issued or issuable upon conversion of the
Notes (of which approximately 423,000 shares of Common Stock remained subject to
such right as of January 31, 1995).
On February 29, 1996, the Company closed its acquisition of Surefind
Information, Inc. ("Surefind"). Joseph J. Porfeli, the Chairman of the Board of
Directors, Chief Executive Officer and President of the Company was also Chief
Executive Officer of Surefind. Mr. Porfeli owned approximately 18% of the
capital stock of Surefind on a fully diluted basis, for which he paid aggregate
consideration of $690,550. As a result of the acquisition, Mr. Porfeli acquired
94,556 shares of the Company's Common Stock with a value of approximately
$1,702,000 (based upon the value of the Company's Common Stock as set forth in
the Agreement and Plan of Merger between the Company and Surefind). In addition,
in March 1996, the Company made a loan to Mr. Porfeli in the amount of $123,433,
bearing interest at a rate of 9% per annum in order to help Mr. Porfeli pay
certain taxes incurred by him as a stockholder of Surefind in connection with
the Company's acquisition of Surefind.
For additional information regarding transactions between the Company
and its officers or directors, see "Employment, Termination and
Change-in-Control Arrangements" and "Compensation Committee Interlocks and
Insider Participation" set forth in response to Item 12 of this Annual Report on
Form 10-K.
10
<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.
Dated: April 29, 1997 EIS INTERNATIONAL, INC.
By: /s/ James E. McGowan
---------------------
James E. McGowan
President and Chief Executive Officer
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 the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ James E. McGowan (Principal executive officer and April 29, 1997
- ------------------------- a Director)
James E. McGowan
/s/ Frederick C. Foley (Principal financial and accounting officer) April 29, 1997
- -------------------------
Frederick C. Foley
/s/ Robert Cresci (Director) April 29, 1997
- -------------------------
Robert Cresci
/s/ Robert Jesurum (Director) April 29, 1997
- -------------------------
Robert Jesurum
/s/ Kent M. Klineman (Director) April 29, 1997
- -------------------------
Kent M. Klineman
/s/ Charles McCall (Director) April 29, 1997
- -------------------------
Charles McCall
</TABLE>
11
