<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended August 31, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to _________
Commission file number 0-10824
GENOME THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 42-297484
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
100 Beaver Street, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 398-2300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of Class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting held by non-affiliates of the
registrant as of November 19, 1999 was approximately $ 65,061,842.
The number of shares outstanding of the registrant's common stock as of
November 19, 1999 was 19,264,408.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE: None
This Amendment to the Company's annual report on Form 10-K filed with
the Securities and Exchange Commission on November 24, 1999 is being filed
solely for the purposes of filing Part III of the Form 10-K.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The following table sets forth the directors of the Company, their ages
and a description of their principal occupations. The principal occupations and
business experience of the directors for the past five years have been with the
employers indicated in the table below, although in some cases they have held
different positions with such employers.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR
---- --- AND OTHER DIRECTORSHIPS SINCE
----------------------- --------
<S> <C> <C> <C>
Robert J. Hennessey................. 58 Mr. Hennessey became Chief Executive Officer and President 1993
of the Company in March 1993 and was elected Chairman of
the Board in May 1994. From 1990 to March 1993, Mr.
Hennessey was President of Hennessey & Associates, Ltd., a
consulting firm, and from 1980 to 1990, he was a Vice
President of Sterling Drug, Inc., a pharmaceutical company.
Philip Leder, M.D. ................. 65 Dr. Leder, a director of the Company, has served as the 1994
John Emery Andrus Professor of Genetics and Chairman of the
Department of Genetics at Harvard Medical School since
1980. He has also been a Senior Investigator of the Howard
Hughes Medical Institute since 1986. Dr. Leder is a
director of Monsanto Company, Inc.
Lawrence Levy....................... 76 Mr. Levy, a director of the Company, is Chairman of the 1986
Board of Directors and President of Northern Ventures
Corporation, international management and business consulting
firm. He has held this position since 1982.
Steven M. Rauscher.................. 46 Mr. Rauscher is a director of the Company and has been the 1993
Chief Executive Officer and a director of Affiliated Research
Centers, Inc. since 1995. From 1993 to 1995, Mr. Rauscher was
President and Chief Executive Officer of Pharmedic Company, a
biopharmaceutical company and from 1976 to 1993, he was Vice
President of Abbott Laboratories, a biopharmaceutical
company.
Norbert G. Riedel, Ph.D. ........... 42 Dr. Riedel is currently President of the Recombinant 1999
Strategic Business Unit for Baxter Hyland Immuno, a division
of Baxter Healthcare Corp. From 1991 to 1998, Dr. Riedel
served in various research and management positions at
Hoechst Marion Roussel, Inc. where his most recent
responsibility was Head of Global Biotechnology and the
Hoechst Ariad Genomic Center. From 1984 to 1992, Dr. Riedel
held various academic appointments at Harvard University,
Boston University School of Medicine and Massachusetts
Institute of Technology.
Marc B. Garnick, M.D. .............. 52 Dr. Garnick is currently Executive Vice President and Chief 1999
Medical Officer at Praecis Pharmaceuticals, Inc. and Clinical
Professor of Medicine at Harvard Medical School. From 1987 to
1994, Dr. Garnick was Vice President, Clinical Development at
Genetics Institute. From 1978 to 1998, Dr. Garnick held
various academic and hospital appointments at Harvard Medical
School, the Dana Farber Cancer Institute and the Brigham and
Women's Hospital.
</TABLE>
<PAGE>
EXECUTIVE OFFICERS
The following table list the executive officers of the Company who are
not also directors of the Company:
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Richard D. Gill...................................... President and Chief Operating Officer
Philip V. Holberton.................................. Treasurer and Chief Financial Officer
Christopher T. Kelly................................. Senior Vice President - Strategic Planning and
Business Development
</TABLE>
Richard D. Gill was appointed President and Chief Operating Officer
effective December 1999. Since 1994, he served as Senior Vice President &
General Manager of BTG International, Inc., a subsidiary of BTG plc. From
1990-1994, Dr Gill was Vice President of BTG USA, Inc., establishing BTG plc's
presence in the United States.
Philip V. Holberton was appointed Treasurer and Chief Financial Officer
for the Company effective May 1999. Since 1995, he has been an independent
contractor, serving corporations as its Chief Financial Officer. He served as a
contract Chief Financial Officer for BioSepra, Inc. from August 1998 to December
1999. From 1991 to 1995, he was Chief Financial Officer of Cambridge
NeuroScience, Inc., a biotechnology company.
Christopher T. Kelly has been Senior Vice President Strategic --
Planning and Business Development since March 1997. Prior to joining the
Company, Mr. Kelly served as President and Chief Executive Officer of Spectral
Pharmaceuticals, Inc., a company which he co-founded in 1993. Prior to Spectral,
he was Vice President of Commercial Development at Triplex Pharmaceutical
Corporation. From March 1986 to March 1992, Mr. Kelly held senior strategic
planning and business development positions at Sterling Drug, Inc., serving as
Vice President Business Development from March 1989 to March 1992. Mr. Kelly
previously held senior marketing positions with Boehringer Mannheim Corporation,
Cooper Biomedical, Inc. and Hoffmann-LaRoche Inc.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission and the National Association of Securities Dealers. Executive
officers, directors and greater than ten percent beneficial owners are required
by Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during fiscal 1999 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the
Company to its Chief Executive Officer and other executive officers who earned
more than $100,000 for the fiscal year ended August 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
FISCAL SALARY ($) BONUS ($) STOCK/OPTIONS ALL OTHER
YEAR ---------- --------- SARS (#) COMPENSATION(1)
---- -------- ---------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------- -----------------------------
<S> <C> <C> <C> <C> <C>
Robert J. Hennessey...................... 1999 290,000 - - 19,799
Chairman, President/CEO 1998 281,634 20,625 - 26,684
1997 266,635 40,000 - 83,015
Fenel M. Eloi............................ 1999 139,754(2) 12,000 - 2,192
Sr. Vice President, 1998 158,461 21,000 25,100 3,000
CFO & Treasurer 1997 138,003 24,000 15,100 17,589
Christopher T. Kelly..................... 1999 174,982 12,750 - 19,024
Sr. Vice President - 1998 169,807 25,000 10,000 36,652
Strategic Planning and Business 1997 54,807(3) 15,000 165,000 4,450
Development
</TABLE>
- -----------
(1) These amounts represent Company contributions to the Company's 401(k) Plan,
relocation expenses and other executive compensation allowances.
(2) Mr. Eloi resigned from the Company effective May 21, 1999.
(3) Mr. Kelly's salary in 1997 reflects 4 months of employment.
EXECUTIVE EMPLOYMENT AGREEMENT
Robert J. Hennessey, Chairman of the Board, President and Chief
Executive Officer of the Company, has an employment agreement with the Company,
which commenced March 15, 1996. The agreement is subject to automatic extension
annually thereafter unless prior written notice of nonrenewal is given. Mr.
Hennessey's current base salary is $305,000, and is subject to increase each
year, as determined by the Board of Directors or Stock Option and Compensation
Committee. The percentage of the increase must be at least equal to the
percentage increase, if any, during the preceding year in the Consumer Price
Index - Boston Region. The agreement entitles Mr. Hennessey to receive bonuses
based on the Company's achievement of certain operating and financial goals. The
Board (or a committee of the Board) shall determine the amount of any bonus
pursuant to the agreement. Mr. Hennessey also received certain other
compensation allowances, as approved by the Board, equal to $16,949. Upon
hiring, Mr. Hennessey was awarded non-
<PAGE>
qualified stock options to purchase 1,600,000 shares of Common Stock at an
exercise price of $1.625 per share, all of which were vested as of August 31,
1999. In February, 1996, Mr. Hennessey was also awarded non-qualified stock
options to purchase up to 300,000 shares of Common Stock, at an exercise price
of $8.87 per share, the fair market value of the Common Stock on the date of the
grant. As of August 31, 1999, 175,000 options have vested and the balance of the
125,000 options by their terms vest on December 21, 2005 or earlier if the
average closing price of the Common Stock for a period of 10 out of 20
consecutive trading days is $14.25 or higher.
Mr. Hennessey's options shall become fully vested upon the occurrence
of a change in control (as defined). In addition, the agreement provides for the
continuation of all compensation and benefits for a period equal to the lesser
of the remaining term of the agreement or 8 months in the event that Mr.
Hennessey's employment is terminated without cause (as defined) or terminates
with good reason (as defined). In the event that Mr. Hennessey's employment is
terminated by the Company within 12 months following a change in control (as
defined) for any reason other than cause, the Company will pay him a lump sum
cash payment equal to two times the base salary and bonus paid to Mr. Hennessey
for the calendar year preceding the year in which the change in control occurs,
and together with all accrued obligations (as defined). The agreement contains
customary confidentiality and non-competition clauses.
The following table reflects the stock options granted by the Company
to the named executive officers for the fiscal year ending August 31, 1999:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
OPTIONS/SARS % OF TOTAL EXERCISE OR BASE EXPIRATION 5% 10%
GRANTED (#) OPTIONS/SARS PRICE DATE -- ---
----------- GRANTED TO ($/SHARE)
EMPLOYEES IN ---------
FISCAL YEAR
-----------
INDIVIDUAL GRANTS POTENTIAL REALIZED
----------------- VALUE AT ASSUMED RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM(1)
------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Hennessey....... - - - - - -
Fenel M. Eloi............. 34,255(2) 3.37% $4.230 11/10/08 $22,495 $121,647
Christopher T. Kelly...... 140,250(2) 13.8% 4.230 11/10/08 92,100 498,060
</TABLE>
- -----------
(1) The amounts shown on this table represent hypothetical gains that could
be achieved for the respective options if exercised at the end of the
option term. These gains are based on assumed rates of stock
appreciation of 5% and 10%, compounded annually from the date the
respective options were granted to their expiration date. The gains
shown are net of the option exercise price, but do not include
deductions for taxes or other expenses associated with the exercise.
Actual gains, if any, on stock option exercises will depend on the
future performance of the Common Stock, the optionholders' continued
employment through the option period, and the date on which the options
are exercised.
(2) These non-qualified stock options were granted as part of the Company's
stock options repricing program, which replaces previously, issued
option grants that were forfeited under the terms of the repricing
plan. The repriced options have a term of ten years and include a dual
faceted vesting schedule based upon vested/unvested options at the date
of repricing. The vesting period for repriced vested and unexcerised
options commenced with the date of repricing. The Black-Scholes
valuation model was used to determine the exercise price.
<PAGE>
The following table sets forth the aggregate dollar value of all
Options/SARs exercised and the total number of unexercised Options/SARs held on
August 31, 1999 by each of the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NAME SHARES ACQUIRED VALUE NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
- ---- ON EXERCISE (#) REALIZED ($) OPTIONS/SARS AT FISCAL IN-THE-
--------------- ------------ YEAR-END(#) MONEY OPTIONS/SARS AT
EXERCISABLE/UNEXERCISABLE FISCAL
------------------------- YEAR-END($)
EXERCISABLE/
UNEXERCISABLE(1)
----------------
<S> <C> <C> <C> <C>
Robert J. Hennessey.......... 0 0 1,405,000/125,000 $3,613,740/0
Fenel M. Eloi................ 3,875 $5,212 19,667/0 2,803/0
Christopher T. Kelly......... 0 0 27,198/123,050 8,224/38,479
</TABLE>
- -----------
(1) The closing price of the Common Stock on August 31, 1999 was $4.5625 as
reported by NASDAQ National Market. Value is calculated on the basis of
the difference between the Option/SAR grant price and $4.5625
multiplied by the number of shares of Common Stock underlying the
Option/SAR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING
THIS PROXY STATEMENT, IN WHOLE OR PART, THE FOLLOWING REPORT AND THE PERFORMANCE
GRAPH ON PAGE 6 SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
REPORT OF THE STOCK OPTION AND COMPENSATION COMMITTEE
The Stock Option and Compensation Committee of the Board of
Directors (the "Compensation Committee") of the Company consists of Messrs.
Rauscher and Levy and Dr. Riedel, Committee Chairman. The Committee's
responsibilities include recommending to the Board of Directors the
compensation of the Company's executive officers, administering the Company's
stock option plans and approving the grant of stock options to employees of,
and consultants to, the Company. No member of the Committee was an officer or
employee of the Company during the year ended August 31, 1999.
The Company's executive compensation programs reflect input and
recommendations from the Company's Chief Executive Officer. The Compensation
Committee reviews his proposals concerning executive compensation and makes a
recommendation to the Board of Directors concerning the scope and nature of
compensation arrangements. It is the Company's current policy to establish,
structure and administer compensation plans and arrangements so that the
deductibility to the Company of such compensation will not be limited under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Company and Mr. Hennessey are parties to an employment agreement.
During the year ended August 31, 1999 Mr. Hennessey received a salary of
$290,000 and compensation allowances of $16,949 under the agreement. Pursuant to
the agreement, in March 1993 and March 1996, Mr. Hennessey was granted an option
to purchase up to 1,600,000 and 300,000 shares of the Company's Common Stock
respectively. See "Executive Compensation - Executive Employment Agreements."
Mr. Hennessey's continues to have rights to 1,530,000 outstanding options, and
is a shareholder in the Company. Effective in 1999, the Company changed Mr.
Hennessey's annual performance review date to September, to coincide with the
Company's fiscal year period.
Under Mr. Hennessey's employment with the Company, Mr. Hennessey
receives an annual adjustment to the base salary equal to the CPI. The overall
base salary adjustment for the fiscal year also includes pro rated merit to
reflect change in review date. Mr. Hennessey's change in fiscal year base
compensation was influenced primarily by the Company's performance over the
fiscal year period and his overall performance in achieving certain predefined
business objectives.
OFFICERS COMPENSATION
The Company maintains compensation and incentive programs designed to
motivate, retain, and attract key management talent. The compensation levels
provided for the Company's executive officers reflect incumbent performance and
future potential, appropriate benchmark survey data, and company performance and
financial position.
The Chief Executive Officer determines the compensation of executive
officers by taking into consideration the above factors. The Chief Executive
Officer provides recommendations to the Stock Option and Compensation Committee
for the proposed remuneration of the Company's officers based on achievement of
both individual and company performance.
Officer compensation is generally composed of cash compensation and
option grants. The Company promotes the use of stock options to align the
interests of its employees with those of the Company's shareholders. Options
generally vest over a period of years. Factors considered in making option
awards include the officer's option holdings, competitive position, importance
to the Company, performance, and future potential to the Company.
OTHER MATTERS
As part of the Company's ongoing effort to retain its employees and in
light of intense competition for qualified individuals, the Stock Option and
Compensation Committee, at the Direction of the Board of Directors, approved a
one time stock option repricing program in November 1998. The program was
offered to all employees with the exception of the Chief Executive Officer. The
terms and conditions of the program included forfeitures, a renewed vesting
period, and a strike price based upon the Black-Scholes valuation model.
STOCK OPTION AND COMPENSATION COMMITTEE
Norbert Riedel, Chairman
Lawrence Levy
Steven M. Rauscher
PERFORMANCE GRAPH
NOTE: The stock price performance shown on the graph below is not necessarily
indicative of future price performance.
<TABLE>
<CAPTION>
AUG-94 AUG-95 AUG-96 AUG-97 AUG-98 AUG-99
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
GENOME THER 100 388 456 397 116 228
S & P 500 100 121 144 203 219 307
HAMBRECHT & 100 133 148 157 141 357
</TABLE>
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG GENOME THERAPEUTICS CORP., THE S&P 500 INDEX
AND THE HAMBRECHT & QUIST BIOTECHNOLOGY INDEX
The graph below compares the relative cumulative total returns to the
Company's shareholders with the cumulative total of the S&P 500 Index and the
Hambrecht & Quist Biotechnology Index over the last five years.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG GENOME THERAPEUTICS CORPORATION, THE S & P 500 INDEX
AND THE H & Q BIOTECHNOLOGY INDEX
*$100 invested on 8/31/94 in stock or index including reinvestment of
dividends. Fiscal year ending August 31.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, certain
information regarding all shareholders known by the Company to be the beneficial
owners of more than 5% of the Company's Common Stock, and the stock ownership of
the Company's current directors and nominees, and of all directors and executive
officers of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- ---------
<S> <C> <C>
Marc B. Garnick............................................ 10,701(3) *
Robert J. Hennessey........................................ 1,445,000(2) 7.4%
Philip Leder............................................... 226,567(3) 1.2%
Lawrence Levy.............................................. 12,944(3) *
Steven M. Rauscher......................................... 77,597(3) *
Norbert G. Riedel.......................................... 9,593(3) *
All directors and officers as a group (9 persons).......... 1,939,567(4) 9.9%
</TABLE>
- -----------
*Less than 1%.
(1) The address of all such persons is c/o the Company, 100 Beaver Street,
Waltham, Massachusetts, 02453.
(2) Includes 1,405,000 shares, which are issuable upon the exercise of vested
options.
(3) Includes 6,250 shares for Dr. Garnick, 220,000 shares for Dr. Leder, 10,000
shares for Mr. Levy, 70,000 shares for Mr. Rauscher, and 6,250 shares for
Dr. Riedel which shares are issuable upon the exercise of vested options or
options which are to become vested within 60 days following December 31,
1999. Includes 4,451 shares for Dr. Garnick, 6,567 shares for Dr. Leder,
2,944 shares for Mr. Levy, 7,597 shares for Mr. Rauscher, and 3,343 shares
for Dr. Riedel, which shares are deferred and issuable upon the earlier of
three years from the grant date or the date upon which the grantee ceases
to be a director of the Company. Excludes options which have been granted
to directors and officers but which will not become vested within 60 days
following December 31, 1999.
<PAGE>
(4) Includes a total of 1,868,165 shares which may be issuable upon the
exercise of vested options or options which are to become vested within
60 days following December 31, 1999. Includes 24,902 shares which are
deferred and issuable upon the earlier of three years from the grant
date or the date upon which the grantee ceases to be a director of the
Company. Excludes options which have been granted to directors and
officers but which will not become vested within 60 days following
December 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None.
<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 amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Genome Therapeutics Corp.
By: /s/ Philip V Holberton
-----------------------
Title: Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hennessey and Philip V. Holberton and
each of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this registration statement, including post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any substitutes lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert J. Hennessey Chairman of the Board; February 15, 2000
- -------------------------- President and Chief
Robert J. Hennessey Executive Officer (Principal
Executive Officer)
/s/ Marc B. Garnick Director February 15, 2000
- --------------------------
Marc B. Garnick
/s/ Philip Leder Director February 15, 2000
- --------------------------
Philip Leder
/s/ Lawrence Levy Director February 15, 2000
- --------------------------
Lawrence Levy
/s/ Steven M. Rauscher Director February 15, 2000
- --------------------------
Steven M. Rauscher
<PAGE>
/s/ Norbert G. Riedel Director February 15, 2000
- ---------------------------
Norbert G. Riedel
/s/ Philip V. Holberton Chief Financial Officer February 15, 2000
- -------------------------- (Principal Financial Officer)
Philip V. Holberton
/s/ Manny J. Bougoules Controller (Principal February 15, 2000
- --------------------------- Accounting Officer)
Manny J. Bougoules
</TABLE>
