<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
-------- Exchange Act of 1934 for the quarterly period ended APRIL 29, 2000 or
Transition report pursuant to Section 13 or 15(d) of the Securities
-------- Exchange Act of 1934 for the transition period from_________________
to________________
Commission File Number 0-7264
PAUL HARRIS STORES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0907402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6003 GUION RD., INDIANAPOLIS, IN 46254
(Address of principal executive offices) (Zip Code)
(317) 293-3900
(Registrant's telephone number, including area code)
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 periods 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 whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
-------- --------
As of June 5, 2000, 10,937,148 common shares were outstanding.
<PAGE> 2
INDEX
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page #
Consolidated Balance Sheets - April 29, 2000,
January 29, 2000 and May 1, 1999 3
Consolidated Statements of (Loss) Income -- For the thirteen
weeks ended April 29, 2000 and May 1, 1999 4
Consolidated Statements of Cash Flows -- For the thirteen
weeks ended April 29, 2000 and May 1, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure About Market Risk 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE> 3
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(Dollars in thousands)
<TABLE>
<CAPTION>
April 29, January 29, May 1,
2000 2000 1999
----------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 3,802 $ 3,587 $ 3,709
Merchandise inventories 54,077 52,411 38,956
Construction allowances receivable 1,558 1,736 2,550
Income tax receivable 5,315 2,221 513
Other receivables 1,081 1,223 324
Prepaid expenses 2,078 2,199 1,306
----------- ----------- -----------
Total current assets 67,911 63,377 47,358
----------- ----------- -----------
Property, fixtures and equipment
Land, building and improvements 6,253 6,192 6,026
Store fixtures and equipment 47,953 46,393 38,662
Leasehold improvements and other 33,766 32,582 32,287
----------- ----------- -----------
87,972 85,167 76,975
Less: accumulated depreciation and amortization (29,194) (28,527) (23,349)
----------- ----------- -----------
Property, fixtures and equipment, net 58,778 56,640 53,626
Other assets 4,886 5,029 4,798
----------- ----------- -----------
Total assets $131,575 $125,046 $105,782
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 26,100 $ 15,100 $ 7,150
Accounts payable 13,394 15,711 9,974
Compensation and related taxes 3,141 1,388 2,038
Deferred income taxes 1,703 1,946 1,235
Other accrued expenses 7,147 5,172 5,846
Current maturities of long-term debt -- 1,710 1,780
----------- ----------- -----------
Total current liabilities 51,485 41,027 28,023
----------- ----------- -----------
Long-term debt -- -- --
Deferred income taxes 5,228 5,316 2,862
Deferred rent 4,692 4,505 3,638
Other non-current liabilities 1,545 -- --
Shareholders' equity
Preferred stock (no par value)
Authorized 1,000,000 shares; none issued
Common stock (no par value)
Authorized 40,000,000 shares; issued
11,437,000, 11,402,000 and 11,299,000, respectively 18,041 17,933 17,793
Additional paid-in capital 14,130 14,130 14,011
Unamortized restricted stock -- (29) (144)
Retained earnings 40,870 46,580 44,015
----------- ----------- -----------
73,041 78,614 75,675
Less: common stock in treasury, at cost
500,000, 500,000 and 500,000 respectively 4,416 4,416 4,416
----------- ----------- -----------
Total shareholders' equity 68,625 74,198 71,259
----------- ----------- -----------
Total liabilities and shareholders' equity $131,575 $125,046 $105,782
=========== =========== ===========
</TABLE>
See accompanying "Notes To Consolidated Financial Statements".
3
<PAGE> 4
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
UNAUDITED
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the thirteen weeks ended
------------------------------
April 29, May 1,
2000 1999
------- -------
<S> <C> <C>
Net sales $61,769 $58,442
Cost of sales, including certain occupancy expenses
exclusive of depreciation 42,901 37,696
------- -------
Gross income 18,868 20,746
Selling, general and administrative expenses 22,124 18,180
Employee separation expense 3,048 --
Depreciation and amortization 2,233 1,768
------- -------
Operating (loss) income (8,537) 798
Interest expense (income) and other income, net 599 (294)
------- -------
(Loss) income before income taxes (9,136) 1,092
(Benefit) provision for income taxes (3,426) 409
------- -------
Net (loss) income $(5,710) $ 683
======= =======
Basic (loss) earnings per share $ (0.52) $ 0.06
======= =======
Weighted average number of shares outstanding 10,921 10,799
======= =======
Diluted (loss) earnings per share $ (0.52) $ 0.06
======= =======
Weighted average number of shares and
share equivalents outstanding 11,012 10,979
======= =======
</TABLE>
See accompanying "Notes To Consolidated Financial Statements".
4
<PAGE> 5
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the thirteen
weeks ended
----------------------------
April 29, May 1,
2000 1999
----------- ----------
<S> <C> <C>
Cash flow from operating activities:
Net (loss) income $ (5,710) $ 683
Adjustments to reconcile net (loss) income to cash provided:
Depreciation and amortization 2,233 1,768
Restricted stock expense 2 75
Net loss on disposal of assets 239 --
Deferred income taxes (331) 285
Employee separation expense 2,692 --
Changes in assets and liabilities (excluding effect of
business acquisition and employee separation expense):
Merchandise inventories (1,666) 877
Construction allowances receivable 178 2,427
Income tax receivable (3,094) 137
Other receivables 142 (72)
Prepaid expenses 121 75
Other assets 4 (39)
Accounts payable (2,317) (5,108)
Compensation and related taxes 738 793
Other accrued expenses 355 732
Deferred rent 188 532
-------- --------
Net cash flow (used for) provided from operating activities (6,226) 3,165
-------- --------
Cash flow for investing activities:
Additions to fixed assets (2,851) (2,175)
Business acquisition -- (11,830)
-------- --------
Net cash flow used for investing activities (2,851) (14,005)
-------- --------
Cash flow from (for) financing activities:
Direct borrowings under revolving line of credit 11,000 7,150
Repayment of long-term debt (1,710) (30)
Proceeds from issuance of common stock and
related tax benefits 2 --
-------- --------
Net cash flow provided from financing activities 9,292 7,120
-------- --------
Cash provided (used) $ 215 $ (3,720)
======== ========
Cash and cash equivalents:
At beginning of period $ 3,587 $ 7,429
At end of period 3,802 3,709
-------- --------
Cash provided (used) $ 215 $ (3,720)
======== ========
</TABLE>
See accompanying "Notes To Consolidated Financial Statements".
5
<PAGE> 6
PAUL HARRIS STORES, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Paul Harris Stores, Inc. and its subsidiaries (the "Company"). The
Company is a specialty retailer known for its Paul Harris branded private-label
apparel and accessories for women and its unique men's and women's apparel and
home furnishings offered under the J. Peterman name.
The unaudited consolidated financial statements of the Company have been
prepared in accordance with instructions to Form 10-Q and Article 10 of
Regulation S-X and accordingly certain information and footnote disclosures have
been condensed or omitted. These condensed financial statements should be read
in conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2000.
In the opinion of management, all adjustments, which include only normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows for the period ended April 29, 2000, and
for all other periods presented, have been made.
The Company's fiscal year ends on the Saturday closest to January 31. All
references in this report to fiscal years are to the calendar years in which
such fiscal years began. For example, fiscal 2000 refers to the fiscal year that
began on January 30, 2000, and will end on February 3, 2001.
The results of operations for the first quarter of fiscal 2000 are not
necessarily indicative of the results to be expected for all of fiscal 2000. The
Company has historically produced a majority of its income in the fourth quarter
of the fiscal year due to the stronger sales experienced during the month of
December.
Certain amounts in the prior years have been reclassified to conform to current
year presentation.
2. EARNINGS PER SHARE
Basic earnings per share are based on the weighted average number of common
shares outstanding during the quarter. Diluted earnings per share are based on
the weighted average number of common and common equivalent shares (dilutive
stock options) outstanding during the quarter. The following table (in
thousands) reconciles the numerators and denominators used in the basic and
diluted earnings per share computations:
<TABLE>
<CAPTION>
For the thirteen weeks ended
----------------------------
April 29, 2000 May 1, 1999
--------------------- ----------------------
Net Loss Shares Net Income Shares
-------- ------ ---------- ------
<S> <C> <C>
Basic (loss) earnings and outstanding shares $(5,710) 10,921 $ 683 10,799
Effect of dilutive options -- 91 -- 180
-------- ------ ---------- ------
Diluted (loss) earnings and outstanding equivalent shares $(5,710) 11,012 $ 683 10,979
======== ====== ========== ======
</TABLE>
3. LONG-TERM DEBT AND CREDIT ARRANGEMENTS
The Company has a committed credit facility of $37.0 million, which may be used
for letters of credit or direct borrowings ("Credit Facility"). The Credit
Facility was amended and restated as of April 28, 2000 to increase the facility
to its current level and extend its term to June 30, 2001. The agreement allows
the Company to borrow at interest rates equaling the prime rate (as defined in
the Credit Facility) plus .25 percent or the LIBOR interest rate (as defined in
the Credit Facility) plus 2.5 percent. Letters of credit issued under the Credit
Facility carry initial issuance fees plus negotiation fees of 0.125 percent of
the face amount of each letter of credit.
6
<PAGE> 7
The Credit Facility is collateralized by the Company's inventory, equipment,
fixtures, cash and assignment of leases. The Company is also required to
maintain its primary operating cash accounts with the institution which is party
to the Credit Facility.
The Credit Facility contains covenants related to tangible net worth, earnings
before interest expense, income taxes, depreciation and amortization ("EBITDA")
and other financial benchmarks. The agreement also requires the Company to
reduce all outstanding revolving loans to no more than $10.0 million for a
period of forty-five consecutive days during the fiscal year.
As of April 29, 2000, there were $26.1 million of direct borrowings under the
revolving credit commitment, outstanding letters of credit of $6.0 million and
available borrowings under the borrowing formula of the Credit Facility of $2.8
million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performances
or achievements of the Company or the retailing industry to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others:
local, regional and national economic conditions; extreme or unseasonable
weather conditions; locating stores correctly and generating increased sales and
productivity; legislation and regulatory matters affecting payroll costs or
other aspects of retailing; the ability to identify and respond to emerging
fashion trends; internal computerized systems functioning properly; foreign and
domestic labor and manufacturing conditions; and governmental actions such as
import or trade restrictions.
OVERVIEW
As of April 29, 2000, the Company operated 319 stores in 29 states under the
Paul Harris ("PH") and Paul Harris Direct ("PHD") names. These stores are a
specialty retailer of moderately priced casual apparel and accessories for women
sold under the Paul Harris, Paul Harris Design, Paul Harris Denim and other Paul
Harris brand names. The Paul Harris stores have a significant concentration of
locations in the Midwest. The Company also operates 11 stores in nine states
under the J. Peterman name. J. Peterman is a nationally recognized upscale
apparel, accessory and novelty retailer.
The Company's stores currently average approximately 4,900 gross square feet and
are located primarily in regional enclosed shopping malls and, to a lesser
extent, strip shopping centers. During the first three months of fiscal 2000,
the Company opened five and closed four PH stores as well as closed one J.
Peterman store. The Company expects that any new PH stores will be generally
located in the Company's existing markets in order to enhance recognition of the
PH name, facilitate targeted marketing efforts and efficiently utilize the
Company's sales team. The Company currently has no plans to open any new J.
Peterman stores during the remainder of the fiscal year.
7
<PAGE> 8
RESULTS OF OPERATIONS
The following discussion is based upon the unaudited consolidated financial
statements appearing elsewhere in this report. The following table sets forth
certain income statement items as a percentage of net sales.
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS AS A PERCENT OF NET SALES
<TABLE>
<CAPTION>
Thirteen weeks ended
--------------------
April 29, May 1,
2000 1999
------------- -------------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales, including certain occupancy expenses
exclusive of depreciation (1) 69.5% 64.5%
------------- -------------
Gross income 30.5% 35.5%
Selling, general and administrative expenses (2) 35.8% 31.1%
Employee separation expense 4.9% 0.0%
Depreciation and amortization 3.6% 3.0%
------------- -------------
Operating (loss) income (13.8%) 1.4%
Interest expense (income) and other income, net 1.0% (0.5%)
------------- -------------
(Loss) income before income taxes (14.8%) 1.9%
(Benefit) provision for income taxes (5.5%) 0.7%
------------- -------------
Net (loss) income (9.3%) 1.2%
============= =============
</TABLE>
(1) Occupancy expenses include store level base rent, percentage rent and real
estate taxes. (2) Includes all store level occupancy expenses not included in
cost of sales.
FIRST QUARTER OF FISCAL 2000
The Company's net sales increased to $61.8 million in the first quarter of
fiscal 2000 from $58.4 million in the first quarter of fiscal 1999, an increase
of $3.3 million or 5.7 percent. The increase in net sales was primarily
attributable to a 4.1 percent increase in the number of stores operating during
the first quarter of fiscal 2000 as compared to the first quarter of fiscal
1999; fiscal 2000 included a full quarter for J. Peterman in 2000 compared to a
partial quarter in 1999. Comparable store sales decreased by 1.1 percent during
the quarter. The Company operated 330 stores as of April 29, 2000, compared to
317 stores as of May 1, 1999.
Gross income decreased to $18.9 million in the first quarter of fiscal 2000 from
$20.7 million for the same period in the prior year, a decrease of $1.9 million
or 9.1 percent. Gross income as a percentage of net sales decreased to 30.5
percent in the first quarter of 2000 compared to 35.5 percent in the first
quarter of 1999. Gross income was negatively affected by a 6.8 percent decrease
in selling margins primarily due to the impact of price discounting on
end-of-season inventories, an increase in certain occupancy costs primarily a
from 9.7 percent increase in selling square feet and a full quarter of J.
Peterman in fiscal 2000. The 5.7 percent increase in sales partially offsets the
impact of lower margins and higher occupancy costs.
8
<PAGE> 9
Selling, general and administrative expenses increased to $22.1 million, or 35.8
percent of net sales, for the first quarter of fiscal 2000 from $18.2 million,
or 31.1 percent of net sales, for the first quarter of fiscal 1999. The largest
components of the $3.9 million increase were $1.1 million for the impact of
having a full quarter's expense and overhead for J. Peterman stores compared to
a partial quarter of expense for such stores and no overhead expense in 1999,
$728,000 in PH store payroll primarily due to a 6.2 percent increase in the
average hourly rate paid, $409,000 for increased business services fees,
$246,000 for the impact of a 3.9 percent increase in PH store locations and
$239,000 for the write-off of fixed assets associated with store closings and
remodels.
Employee separation expense is a one-time $3.0 million charge for a settlement
reached on March 13, 2000, between the Company's Board of Directors and the
Company's former CEO to buy-out the remaining years of the CEO's employment
contract. The expense includes deferred compensation to be paid out over the
next three years plus other costs associated with the settlement. On the balance
sheet, other costs and the current portion of the deferred compensation are
recorded as part of compensation and related taxes and the non-current portion
of the deferred compensation is classified as other non-current liabilities.
Depreciation and amortization increased to $2.2 million or 3.6 percent of sales
for the first quarter of fiscal 2000 from $1.8 million or 3.0 percent of sales
for the first quarter of fiscal 1999, an increase of $465,000 or 26.3 percent.
The increase was primarily a result of approximately $12.9 million in fixed
asset expenditures during 1999 and $135,000 in expense associated with
intangibles and fixed assets acquired as part of the J. Peterman acquisition.
The increase in fixed assets includes the installation of a new merchandising
and general ledger system in the second half of 1999, which has a shorter
depreciable life than most other depreciable assets of the Company.
The operating loss of $8.5 million for the first quarter of fiscal 2000 was a
decrease of $9.3 million from operating income of $798,000 for the first quarter
of fiscal 1999. As a percentage of net sales, the Company had an operating loss
of 13.8 percent in the first quarter of fiscal 2000 compared to operating income
of 1.4 percent in the first quarter of fiscal 1999.
Interest expense (income) and other income, net, was an expense of $599,000 for
the first quarter of fiscal 2000 compared to income of $294,000 for the first
quarter of fiscal 1999. The increased expense resulted from additional
borrowings under the Company's revolving line of credit to fund seasonal
inventories and operations. The first quarter of 1999 included $435,000 of other
income credited back to the Company resulting from unclaimed note redemption.
As a result of the above factors, the Company recorded a loss of $5.7 million or
$0.52 per diluted share for the first quarter of fiscal 2000 compared to income
of $683,000 or $0.06 per diluted share for the first quarter of fiscal 1999.
SEASONALITY
The Company's business, like that of most retailers, is subject to seasonal
influences. A significant portion of the Company's net sales and profits are
realized during the Company's fourth fiscal quarter, which includes the holiday
selling season. Results for any quarter are not necessarily indicative of the
results that may be achieved for a full fiscal year. Quarterly results may
fluctuate materially depending upon, among other things, the timing of new store
openings, net sales and profitability contributed by new stores, increases or
decreases in comparable store sales, adverse weather conditions, shifts in the
timing of certain holidays and promotions, and changes in the Company's
merchandise mix.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of working capital consist of internally generated
cash and its $37.0 million revolving credit facility. The credit facility is
intended to provide the Company with cash and liquidity to conduct its
operations. The Company may make direct borrowings up to the maximum of the
credit facility. The credit facility was amended and restated as of April 28,
2000, to increase borrowings to the current level and extended the maturity
until June 30, 2001. The annual interest rate on the direct borrowings
outstanding under the credit facility is a variable rate equal to the prime rate
of the Company's lender plus .25 percent or LIBOR plus 2.5 percent. In addition,
letters of credit carry an initial issuance fee, plus a fee of 0.125 percent of
the face amount of such letters of credit. The credit facility also contains
certain financial covenants that set limits on tangible net worth; earnings
before interest expense, income taxes, depreciation and amortization ("EBITDA");
and other financial benchmarks. A failure to comply with these covenants could
adversely affect the Company's liquidity. The credit facility is secured by a
security interest in the Company's inventory, equipment, fixtures, cash and
assignment of leases. As of April 29, 2000, there were $26.1 million of direct
borrowings under the revolving credit commitment. The balance of outstanding
letters of credit was $6.0 million and the amount of available borrowings under
the borrowing formula of the credit facility was $2.8 million at April 29, 2000.
Net cash used for operating activities was $6.2 million in the first three
months of fiscal 2000 compared to net cash provided of $3.2 million in the first
three months of fiscal 1999. The primary reason for the decrease in net cash
flow from operating activities includes a $3.7 million reduction in cash flows
from earnings (net of non-cash reconciling items), a $2.5 million increase in
inventory levels from year-end 1999 compared to a decrease from year-end 1998
and $2.2 million in net collections of construction allowance receivables
resulting from the timing of store growth. The decrease also includes offsetting
changes of $3.2 million in income tax receivable primarily related to current
year losses and $2.8 million in accounts payable resulting from timing of
payments and purchases.
Net cash used for investing activities was $2.9 million in the first three
months of fiscal 2000, primarily for the remodeling/relocation of eight existing
stores and opening of five new stores. Net cash used in the first three months
of fiscal 1999 was $14.0 million, which included $11.8 million for the estimated
cost to acquire J. Peterman assets and $2.2 million primarily for the opening of
new stores. The Company anticipates remodeling/relocating a total of 16 Paul
Harris stores with no net increase in store numbers during fiscal 2000. The
Company expects to spend approximately $6.5 million on store remodels, new
stores and other capital expenditures during the 2000 fiscal year.
Net cash flow from financing activities was $9.3 million for the first three
months of fiscal 2000 primarily the result of direct borrowings of $11.0 million
under the Company's revolving credit facility, which includes $1.7 million used
to pay-off the mortgage on the Company's headquarters and distribution center.
Management believes that cash generated from operations and borrowings under the
Company's credit facility, if any, will be sufficient to meet the Company's
working capital and capital expenditure needs in the foreseeable future.
10
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company considers the market risks of its variable interest rate borrowings
to not be material to its financial condition.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 17, 2000, the Company held its annual meeting of shareholders.
The shareholders elected the following directors by the vote indicated, to serve
until the annual meeting of shareholders as indicated:
Term
Name of Nominee For Withheld Expires
--------------- --------- -------- -------
Glenn S. Lyon 7,149,229 263,512 2002
James T. Morris 6,644,388 733,353 2003
Sally M. Tassani 6,878,634 534,107 2003
There were 0 broker non-votes.
In addition, the following directors continue in office until the
annual meeting of shareholders in the year indicated:
Term
Name Expires
----------------------------- -------
Leslie Nathanson Juris, Ph.D. 2001
John E. Peters 2001
Richard A. Feinberg, Ph.D. 2002
PricewaterhouseCoopers LLP was approved as independent accountants for the
Company for the fiscal year 2000 by the following vote:
For: 7,138,358 Against: 262,448 Abstentions: 11,935 Broker Non-votes: 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: 4(a)(i) Amended and Restated Loan and Security Agreement
dated as of April 28, 2000.
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAUL HARRIS STORES, INC.
(Registrant)
Date: June 13, 2000 /s/ Keith L. Himmel, Jr.
------------------------
Vice President - Finance, Controller and
Corporate Secretary
(Signing on behalf of the registrant and as
principal financial officer)
12
