SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number 1-5865
Full title of the plan and the address of the plan, if different
from that of the issuer name below:
Gerber Scientific, Inc. and Participating Subsidiaries
401(k) Maximum Advantage Program and Trust
As Amended and Restated Effective January 1, 1999 (the "Plan")
B. Name of the issuer of the securities held pursuant to the
plan and the address of the principal executive office:
Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT 06074
REQUIRED INFORMATION
The following financial statements and supplemental schedule for
the Plan are being filed herewith:
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
---------- ----------- -------
23 Consent of Independent Auditors 20
<PAGE 1>
GERBER SCIENTIFIC, INC.
AND PARTICIPATING SUBSIDIARIES
401(k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401(k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
TABLE OF CONTENTS
Page
----
Independent Auditors' Report . . . . . . . . . . . . . 2
Statements of Net Assets Available for Plan Benefits,
December 31, 1999 and 1998 . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Plan
Benefits, Years Ended December 31, 1999 and 1998 . . 5
Notes to Financial Statements . . . . . . . . . . . . 6
Schedule
1. Schedule of Assets Held for Investment Purposes
at End of Plan Years, December 31, 1999 and 1998 . . 17
Note: The schedules of reportable transactions, non-exempt
transactions, assets held for investment purposes which
were acquired and disposed of within the plan year, loans
or fixed income obligations, and leases in default or
classified as uncollectible, required by Section
103(c)(5) of the Employee Retirement Income Security Act
of 1974, are not applicable.
<PAGE 2-3>
Independent Auditors' Report
The Plan Administrator
Gerber Scientific, Inc. and Participating Subsidiaries
401(k) Maximum Advantage Program and Trust:
We have audited the accompanying statements of net assets
available for plan benefits of Gerber Scientific, Inc. and
Participating Subsidiaries 401(k) Maximum Advantage Program and
Trust as of December 31, 1999 and 1998 and the related statements
of changes in net assets available for plan benefits for the years
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 audits.
We conducted our audits 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of Gerber Scientific, Inc. and
Participating Subsidiaries 401(k) Maximum Advantage Program and
Trust as of December 31, 1999 and 1998, and the changes in net
assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ KPMG LLP
KPMG LLP
Hartford, Connecticut
June 2, 2000
<PAGE 4>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 and 1998
December 31,
-----------------------------
1999 1998
------------ ------------
Mutual Funds, at fair value:
BGI Standard & Poor's 500 Stock Fund $ 24,716,118 $ 19,522,150
BGI Asset Allocation Fund 15,579,702 14,971,914
Merrill Lynch Retirement Reserves
Money Market Fund 11,349,293 --
Dreyfus Founders Growth Fund 9,733,845 6,280,510
BGI Bond Index Fund 1,345,852 1,442,781
Templeton Foreign (A) Fund 1,300,243 551,562
Strong Schafer Value Fund 1,296,803 2,964,259
Davis NY Venture (A) Fund 558,265 --
BGI Money Market Fund -- 9,745,652
BGI U.S. Treasury Allocation Fund -- 170,770
Employer Stock Fund, at fair value:
Gerber Scientific, Inc. Stock Fund 2,401,000 2,245,551
Collective Investment Fund, at fair
value:
International Equity Fund 1,255,981 1,008,716
Loans Receivable from Plan Participants, 1,724,630 1,374,838
at fair value ------------ ------------
Net Assets Available for Plan Benefits $ 71,261,732 $ 60,278,703
============ ============
See accompanying notes to financial statements.
<PAGE 5>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401(k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Year Ended Year Ended
December 31, December 31,
------------- -------------
1999 1998
------------- -------------
Investment Income:
Net Appreciation (Depreciation)
in Fair Value of Investments $ 1,541,781 $ 4,148,377
Interest and Dividends 7,252,741 4,164,396
Interest on Participant Loans 135,463 120,348
----------- -----------
8,929,985 8,433,121
Contributions:
Plan Participants 5,836,894 6,166,865
Employer 1,209,888 1,038,371
----------- -----------
Total Investment Income
and Contributions 15,976,767 15,638,357
----------- -----------
Transfers from Acquired Plan -- 9,042,821
----------- -----------
Benefits Paid to Participants (4,966,118) (5,342,257)
Administrative Fees (27,620) (20,504)
------------ ------------
Total Benefits and Expenses (4,993,738) (5,362,761)
------------ ------------
Net Increase in Net Assets 10,983,029 19,318,417
Net Assets Available for
Benefits at Beginning of Year 60,278,703 40,960,286
----------- -----------
Net Assets Available for
Benefits at End of Year
$71,261,732 $60,278,703
=========== ===========
See accompanying notes to financial statements.
<PAGE 6>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401(k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
A. Description of the Plan
-----------------------
The following brief description of the Gerber Scientific,
Inc. and Participating Subsidiaries 401 (k) Maximum
Advantage Program and Trust (the "Plan") is provided for
general information purposes only and reflects the Plan's
provisions as of the date of the financial statements.
Participants should refer to the Plan documents for more
complete information on the Plan's provisions.
1. General
-------
The Plan is a defined contribution plan sponsored by
Gerber Scientific, Inc. and Participating Subsidiaries
(the "Company") and was established effective January
1, 1985. It is intended that the Plan be qualified and
exempt under Sections 401(a) and 501(a) of the Internal
Revenue Code of 1986 (the "Code"), as amended from time
to time, and meet the requirements of Section 401 (k)
of the Code. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974
("ERISA").
2. Purpose
-------
The purpose of the Plan is to encourage employee
savings and to provide a facility for accumulation of
funds to be used to provide benefits upon an employee's
retirement, death, disability, termination of
employment, or certain other circumstances.
<PAGE 7>
3. Administration
--------------
The Board of Directors of Gerber Scientific, Inc.,
which has the authority to administer the Plan, has
delegated the duties of Plan Administrator to a
Committee consisting of Company employees. The
Committee interprets and applies Plan provisions, makes
final determinations concerning eligibility, benefits,
and rights under the Plan, furnishes individual
benefits statements to Participants, and files such
reports as may be required by law.
4. Eligibility
-----------
Employees of the Company become eligible to participate
in the Plan on the first day of employment.
5. Employee Contributions
----------------------
An eligible employee becomes a Participant by
authorizing the Company to reduce the Participant's
eligible pay and make a corresponding "pre-tax" or
"after-tax" contribution to the Plan. Eligible pay is
defined as base pay, overtime pay, commissions, and
bonus pay. "Pre-tax" contributions may range from 2%
to 15% of eligible pay and "after-tax" contributions
may range from 1% to 10% of eligible pay. A
Participant may change or suspend contributions by
providing written notice to the Company.
"Pre-tax" contributions are deducted from taxable wages
before income taxes are withheld and are not subject to
income taxation until withdrawn from the Plan. "After-
tax" contributions do not reduce taxable wages and thus
are subject to current income taxation.
Under Internal Revenue Service regulations, the annual
compensation limit for Plan purposes was $160,000 in
1999 and in 1998, and the maximum "pre-tax"
contribution was limited to $10,000 per Participant in
1999 and in 1998.
<PAGE 8>
6. Employer Contributions
----------------------
The Company matches 50% of the first 6% of eligible pay
which a Participant contributes on a "pre-tax" basis,
subject to a maximum annual Company contribution of
$1,000 per Participant for 1999 and $800 per
Participant in 1998.
7. Investment of Contributions and Participants' Accounts
------------------------------------------------------
A separate accounting is maintained in the name of each
Participant, reflecting contributions by the
Participant, amounts contributed by the Company under
the Plan on the Participant's behalf, investment
earnings or losses, loans, withdrawals, or other
distributions, and expenses, if any, charged against
such account. The amount of benefit available to each
Participant at any point in time depends solely upon
the value of the Participant's own account.
A Participant directs the investment of his/her
account. As of Plan year ended December 31, 1999,
there were ten investment funds in which Participants
could invest. These investment funds are managed by a
variety of investment managers. The investment funds
offered to participants during Plan year ending
December 31, 1999 were:
a. The Merrill Lynch Retirement Reserves Money Market Fund,
which is comprised of investments in short-term
money market instruments, including U.S.
Government securities, bank certificates of
deposit, bankers' acceptances, commercial paper
and repurchase agreements;
b. The BGI Asset Allocation Fund, which uses a
computer model to allocate its investments among
common stocks, U.S. Treasury bonds, and money
market instruments. The computer model allocates
and reallocates investments among these asset
classes based upon estimates of their relative
risk and rates of return;
<PAGE 9>
c. The BGI Bond Index Fund, which is comprised of
fixed-income securities issued by the U.S.
Government and investment grade corporations and
attempts to achieve the same rate of return as the
Lehman Brothers Government/Corporate Bond Index by
holding nearly all of the 5,000 fixed-income
securities that the Index measures;
d. The BGI Standard & Poor's 500 Stock Fund, which is
comprised of investments in common stock and
attempts to achieve the same rate of return as the
Standard & Poor's 500 Composite Stock Price Index.
The Fund attempts to do this by holding nearly all
of the 500 common stocks that the Index measures;
e. The Dreyfus Founders Growth Fund, which invests
primarily in common stock and other equity
securities of U.S. companies;
f. The Strong Schafer Value Fund, which invests
primarily in common stock and other equity
securities of U.S. companies;
g. The Gerber Scientific, Inc. Stock Fund, is
comprised primarily of the common stock of Gerber
Scientific, Inc. and a nominal component of money
market instruments;
h. The Davis New York Venture (A) Fund, which invests
primarily in common stock and other equity
securities of U.S. companies and in securities of
foreign issuers or securities which are
principally traded in foreign markets;
i. The Templeton Foreign (A) Fund, which invests
primarily in stocks and debt obligations of
companies and governments outside the U.S.; and
j. The International Equity Fund, which invests in
securities traded outside the United States and
excludes securities of U.S. companies. The Fund
invests in substantially the same stocks and the
same percentages as comprise the Morgan Stanley
Capital International Europe, Australia, and Far
East (EAFE) Index.
<PAGE 10>
In June 1999, Barclays Global Investors, the investment
manager of the MasterWorks funds, renamed the
"MasterWorks" funds to "BGI" funds.
In June 1999, the BGI Money Market Fund was no longer
offered to participants as an investment option and
was replaced by the Merrill Lynch Retirement Reserves
Money Market Fund.
In July 1999, the Davis New York Venture (A) Fund was
added as an investment option to expand the fund
investment options available to participants.
The Plan permits a participant to change the investment
allocation of future contributions and the investment
allocation of the Participant's existing account.
There is no limit on the number of changes that may be
made.
8. Vesting
-------
A Participant is at all times 100% vested in the
Participant's "pre-tax" contributions, "after-tax"
contributions, "rollover" contributions, and the
Company contributions on the Participant's behalf.
9. Withdrawals and Loans
---------------------
The Plan allows the distribution of an account at the
end of the Participant's career with the Company or the
deferral of distribution. However, the Plan makes
provision for hardship and non-hardship withdrawals and
for loans, subject to current Internal Revenue Service
regulations.
Hardship withdrawals are permitted to meet a financial
hardship resulting from qualifying medical expenses,
educational expenses, funeral expenses, the purchase of
a primary residence, or the loss of a primary residence
through eviction or mortgage foreclosure. Hardship
withdrawals require approval of the Committee. Non-
hardship withdrawals may be made only from a
Participant's "after-tax" contributions or "rollover"
contributions and may be made for any reason.
<PAGE 11>
Loans may be drawn against a Participant's account,
subject to a $500 minimum and a $50,000 maximum, and
may not exceed 50% of the Participant's account
balance. Loan repayments are redeposited in the
Participant's account in accordance with the
Participant's current investment allocation for
contributions. Any outstanding loan balance not repaid
at termination of employment is treated as a taxable
distribution. As of December 31, 1999 interest rates on
outstanding loans ranged from 7.0 % to 10.98%.
10. Payment of Benefits
-------------------
Distributions from the Plan are paid either in a lump
sum cash payment or a portion paid in a lump sum and
the remainder paid later. Unless a Participant elects
otherwise, distributions are payable upon the
termination of employment. If a Participant's total
account balance is greater than $5,000, the Participant
(or in the event of death, the Participant's designated
beneficiary) has the right to defer the distribution.
Upon the death of a Participant, the designated
beneficiary, or the Participant's estate if no
beneficiary is designated, is entitled to 100% of the
Participant's account.
11. Taxation
--------
Income taxes are deferred on "untaxed funds" in a
Participant's account. Untaxed funds consist of "pre-
tax" contributions, Company contributions, net
investment earnings, and loan interest repaid. Upon
distribution, such untaxed funds become taxable.
Untaxed funds received as a loan are not subject to
income taxes. "After-tax" contributions which are
distributed are not taxable, but investment earnings on
"after-tax" contributions are taxable when distributed.
<PAGE 12>
B. Summary of the Plan's Significant Accounting Policies
-----------------------------------------------------
1. Basis of Presentation
---------------------
The accompanying financial statements have been
prepared on the accrual basis of accounting and present
the net assets available for plan benefits and the
changes in net assets available for plan benefits as of
and for the Plan years ended December 31, 1999 and
1998.
2. Trust Funds Held and Managed
----------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") served as the Plan's recordkeeper for
Plan year ending December 31, 1999.
The Plan's investments at December 31, 1999 and 1998
were held in trust by Merrill Lynch Trust Company, FSB
and were invested in mutual funds, a collective
investment fund and an employer stock fund managed by
various investment managers. Investments were recorded
by Merrill Lynch on a trade date basis. For the Plan
year ended December 31, 1999, the investment in and the
changes in these investment funds were reported to the
Plan by Merrill Lynch as determined based on quoted
market values for all assets of the funds.
3. Use of Estimates
----------------
The preparation of financial statements in conformity
with generally accepted accounting principles requires
the plan administrator to make estimates and
assumptions that affect the reported amounts of assets,
liabilities and changes therein and the disclosure of
contingent assets and liabilities.
4. Payment of Benefits
-------------------
Benefits are recorded when paid.
<PAGE 13>
C. Investments
-----------
In September 1999, The American Institute of Certified
Public Accountants issued Statement of Position 99-3,
Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters (SOP 99-3).
SOP 99-3 simplifies the disclosure for certain investments
and is effective for plan years ended after December 15,
1999. The Plan adopted SOP 99-3 during the plan year
ending December 31, 1999. Accordingly, information
previously required to be disclosed about participant
directed fund investment programs is not presented in the
Plan's 1999 financial statements. The Plan's 1998 financial
statements have been reclassified to conform with the
current year's presentation.
<PAGE 14>
The following presents investments that represent 5 percent or more of
the Plan's net assets.
December 31,
---------------------------
1999 1998
------------ ------------
Investments, at fair value:
BGI Standard & Poor's 500 Stock Fund $ 24,716,118 $ 19,522,150
BGI Asset Allocation Fund 15,579,702 14,971,914
Merrill Lynch Retirement Reserves
Money Market Fund 11,349,293 --
Dreyfus Founders Growth Fund 9,733,845 6,280,510
BGI Money Market Fund -- 9,745,652
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $1,541,781 as follows:
Mutual funds $1,328,898
Common stock (41,450)
Common collective trust 254,333
---------
$1,541,781
==========
D. Administrative Expenses
-----------------------
Costs of establishing and administering the Plan, such as
legal fees, consulting fees, and salaries and fringe
benefits of Company personnel, have been paid by the Company
and, accordingly, are not included as administrative
expenses of the Plan. Expenses which are included in the
financial statements represent loan maintenance fees charged
against the accounts of participants with outstanding loan
balances and account maintenance fees charged to non-active
participants.
(PAGE 15>
E. Amendment and Termination
-------------------------
Although it has not expressed any intent to do so, the
Company reserves the right to modify, suspend, or terminate
the Plan, in whole or in part (including the provisions
relating to contributions), subject to the provisions of
ERISA. However, the Company has no power to modify,
suspend, amend, or terminate the Plan in a manner that will
cause or permit any part of the trust fund to be used for or
diverted to purposes other than the exclusive benefit of
Participants or their beneficiaries, or for the payment of
expenses pursuant to the provisions of the Plan. Upon
termination or partial termination of the Plan, the amounts
credited to the accounts of members affected by such
termination or partial termination shall be non-forfeitable.
F. Federal Income Tax Status of the Plan
-------------------------------------
The Company has received a favorable determination letter
dated May 7, 1999 from the Internal Revenue Service stating that
the Plan constitutes an employees' trust which is exempt from
taxation and that the Company may deduct for income tax
purposes the amounts contributed by it to the trust fund.
It is the intention of the Company that the Plan remain
qualified and exempt under Sections 401(a) and 501(a) of the
Code and meet the requirements of Section 401(k) of the
Code. The Company may authorize any modification or
amendment of the Plan which is deemed necessary or
appropriate to maintain the qualification and exemption of
the Plan within the requirements of Section 401(a) and
501(a) of the Code, or any other applicable provision of the
Code as now in effect or hereafter amended or adopted.
G. Plan Mergers/Sale of Subsidiary
-------------------------------
In February 1998, Gerber Optical, Inc. a subsidiary of
Gerber Scientific, Inc., acquired Coburn Optical Industries,
Inc. In conjunction with this acquisition, in December 1998
the Coburn Employees' Retirement Savings Plan was merged
into the Gerber Scientific, Inc. and Participating
Subsidiaries 401(k) Maximum Advantage Program and Trust.
<PAGE 16>
In March 1998, Gerber Scientific, Inc. sold the Gerber
Systems subsidiary. Employees of Gerber Systems were given
the option of transferring their account balance to their
new employer's 401(k) plan.
H. Subsequent Events
-----------------
For Plan year beginning January 1, 2000 the Company
increased the matching contribution maximum annual amount
from $1,000 to $1,200 per participant per Plan year. The
matching formula remained unchanged.
In January, 2000 the Strong Schafer Value fund was removed
from the portfolio of funds available for investment.
Participants were provided advanced notice of this change
and redirected their investments and contributions. In
January, 2000 the remaining fund balance was transferred to
the Davis New York Venture (A) Fund.
<PAGE 17>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
Schedule of Assets Held for Investment Purposes
as of December 31, 1999
Description of Investment,
Including Maturity Date,
Rate of
Interest, Collateral, Par,
Identity of Issue, Borrower, or Current
Lessor, or Similar Party Maturity Value Value
--------------------------- --------------------------- ------------
BGI Standard & Poor's 500
Stock Fund Mutual Fund, 914,396 shares $ 24,716,118
BGI Asset Allocation Fund Mutual Fund, 1,239,435
shares 15,579,702
Merrill Lynch Retirement
Reserves Money Market Mutual Fund, 11,349,293
Fund* shares 11,349,293
Dreyfus Founders Growth Mutual Fund, 407,786
Fund shares 9,733,845
BGI Bond Index Fund Mutual Fund, 147,088 shares 1,345,852
Templeton Foreign (A) Fund Mutual Fund, 115,886 shares 1,300,243
Strong Schafer Value Fund Mutual Fund, 26,428 shares 1,296,803
Davis NY Venture (A) Fund Mutual Fund, 19,411 shares 558,265
Gerber Scientific, Inc. Employer Stock Fund, 222,315
Stock Fund shares 2,401,000
International Equity Fund Common/Collective Trust,
58,773 shares 1,255,981
Participant Loans Participant Loans, 7.0% -
10.98% 1,724,630
------------
$ 71,261,732
============
* Represents a party-in-interest.
<PAGE 18>
Schedule 1
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
Schedule of Assets Held for Investment Purposes
as of December 31, 1998
Description of Investment,
Including Maturity Date,
Rate of Interest,
Identity of Issue, Borrower, Collateral, Par, or Current
Lessor, or Similar Party Maturity Value Value
---------------------------- -------------------------- ------------
Masterworks Funds:
Standard & Poor's 500
Stock Fund Mutual Fund, 793,261 shares $ 19,522,150
Asset Allocation Fund Mutual Fund, 1,058,834
shares 14,971,914
Money Market Fund Mutual Fund, 9,745,652
shares 9,745,652
Bond Index Fund Mutual Fund, 144,134 shares 1,442,781
U.S. Treasury Allocation
Fund Mutual Fund, 18,014 shares 170,770
Dreyfus Founders Growth Fund Mutual Fund, 307,717 shares 6,280,510
Strong Schafer Value Fund Mutual Fund, 49,996 shares 2,964,259
Gerber Scientific, Inc. Employer Stock Fund, 191,600
Stock Fund shares 2,245,551
International Equity Fund Collective Investment Fund,
59,406 shares 1,008,716
Templeton Foreign (A) Fund Mutual Fund, 65,740 shares 551,562
Participant Loans Participant Loans, 7.0%- 1,374,838
10.98% ------------
$ 60,278,703
============
<PAGE 19>
SIGNATURES
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.
GERBER SCIENTIFIC, INC. AND
PARTICIPATING SUBSIDIARIES
401(k)MAXIMUM ADVANTAGE PROGRAM AND
TRUST AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 1999
-----------------------------------
(Registrant)
BY: /s/ Gary K. Bennett
-----------------------------------
Gary K. Bennett
Date: July 13, 2000 Member of the Committee duly
-------------------- authorized to administer the Plan
