FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994 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 I-91
----
INTERCO INCORPORATED
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-0337683
----------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
-------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-1100
---------------
-----------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report
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
requirement 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
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.
50,027,754 Shares
-----------------<PAGE>
PART I FINANCIAL INFORMATION
----------------------------
Item 1. Financial Statements
Consolidated Financial Statements for the quarter ended March 31,
1994.
Consolidated Balance Sheet
Consolidated Statement of Operations:
Three Months Ended March 31, 1994
Three Months Ended March 31, 1993
Consolidated Statement of Cash Flows:
Three Months Ended March 31, 1994
Three Months Ended March 31, 1993
Notes to Consolidated Financial Statements
Separate financial statements and other disclosures with respect
to the Company's subsidiaries are omitted as such separate
financial statements and other disclosures are not deemed
material to investors.
The financial statements are unaudited, but include all
adjustments (consisting of normal recurring adjustments) which
the management of the Company considers necessary for a fair
presentation of the results of the period. The results for the
three months ended March 31, 1994 are not necessarily indicative
of the results to be expected for the full year.<PAGE>
<TABLE>
<CAPTION>
INTERCO INCORPORATED
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
(Unaudited)
March 31, December 31,
1994 1993
ASSETS ___________ ___________
<S> <C> <C>
Current assets:
Cash and cash equivalents....................... $ 33,698 $ 45,286
Receivables, less allowances of $8,557
($7,208 at December 31, 1993)................. 318,844 277,691
Inventories...........................(Note 1).. 363,769 341,808
Prepaid expenses and other current assets....... 36,408 36,159
___________ ___________
Total current assets.......................... 752,719 700,944
___________ ___________
Property, plant and equipment..................... 263,296 254,998
Less accumulated depreciation................... 47,384 38,697
___________ ___________
Net property, plant and equipment............. 215,912 216,301
___________ ___________
Reorganization value in excess of amounts
allocable to identifiable assets, net........... 95,801 97,107
Trademarks and trade names, net................... 152,254 153,248
Other assets...................................... 41,276 38,079
___________ ___________
$ 1,257,962 $ 1,205,679
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes and loans payable......................... $ 20,000 $ -
Current maturities of long-term debt............ 9,544 9,305
Accrued interest expense........................ 10,719 4,731
Accounts payable and other accrued expenses..... 153,276 139,910
Income taxes payable............................ 13,893 13,083
___________ ___________
Total current liabilities..................... 207,432 167,029
___________ ___________
Long-term debt, less current maturities.(Note 2).. 572,435 576,804
Other long-term liabilities....................... 123,517 123,289
Shareholders' Equity:
Preferred stock, authorized 10,000,000
shares, no par value - issued none............ - -
Common stock, authorized 100,000,000 shares,
$1.00 stated value - issued 50,027,754
shares at March 31, 1994 and 50,004,282
shares at December 31, 1993................... 50,028 50,004
Paid-in capital................................. 226,597 226,391
Retained earnings............................... 77,953 62,162
___________ ___________
Total shareholders' equity.................... 354,578 338,557
___________ ___________
$ 1,257,962 $ 1,205,679
=========== ===========<PAGE>
</TABLE>
<TABLE>
<CAPTION>
INTERCO INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1994 1993
____________ ____________
<S> <C> <C>
Net sales..................................... $ 462,743 $ 416,863
Cost of sales................................. 310,290 279,269
____________ ____________
Gross profit.................................. 152,453 137,594
Selling, general and administrative expenses.. 115,046 103,447
Royalty income................................ 2,848 2,734
____________ ____________
Earnings from operations...................... 40,255 36,881
Interest expense.............................. 13,594 13,929
Other income, net............................. 3 345
____________ ____________
Earnings before income tax expense............ 26,664 23,297
Income tax expense............................ 10,987 8,899
____________ ____________
Net earnings.................................. $ 15,677 $ 14,398
============ ============
Net earnings per common share:
Primary..................................... $ 0.30 $ 0.28
====== ======
Fully diluted............................... $ 0.30 $ 0.28
====== ======
Weighted average common and common equivalent
shares outstanding:
Primary..................................... 51,788,883 50,599,923
========== ==========
Fully diluted............................... 51,814,255 51,156,783
========== ==========<PAGE>
</TABLE>
<TABLE>
<CAPTION>
INTERCO INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1994 1993
_________ _________
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings..................................$ 15,677 $ 14,398
Adjustments to reconcile net earnings to net
cash used by operating activities:
Depreciation of property, plant and
equipment............................... 8,888 7,599
Amortization of intangible assets......... 1,758 1,758
Increase in receivables................... (41,153) (37,006)
Increase in inventories................... (21,961) (15,734)
(Increase) decrease in prepaid expenses and
other assets............................ (2,187) 137
Increase in accounts payable, accrued interest
expense and other accrued expenses...... 19,354 12,996
Increase in income taxes payable.......... 810 8,992
Decrease in net deferred tax liabilities.. (242) (624)
Increase (decrease) in other long-term
liabilities............................. (119) 353
_________ __________
Net cash used by operating activities......... (19,175) (7,131)
_________ __________
Cash Flows from Investing Activities:
Proceeds from the disposal of assets.......... 132 3
Additions to property, plant and equipment.... (8,645) (7,910)
_________ __________
Net cash used by investing activities......... (8,513) (7,907)
_________ __________
Cash Flows from Financing Activities:
Net change in notes and loans payable......... 20,000 -
Addition to long-term debt.................... 8,000 -
Payments of long-term debt.................... (12,130) (25,218)
Proceeds from the issuance of common stock.... 230 -
_________ __________
Net cash provided (used) by financing
activities.................................. 16,100 (25,218)
_________ __________
Net decrease in cash and cash equivalents....... (11,588) (40,256)
Cash and cash equivalents at beginning of period. 45,286 68,055
_________ __________
Cash and cash equivalents at end of period......$ 33,698 $ 27,799
========= ==========
Supplemental Disclosure:
Cash payments for income taxes, net...........$ 9,943 $ 123
========= ==========
Cash payments for interest expense............$ 7,566 $ 8,010
========= ==========<PAGE>
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Inventories are summarized as follows, in thousands:
March 31, December 31,
1994 1993
----------- -----------
Retail merchandise $ 69,818 $ 67,690
Finished products 177,002 164,958
Work-in-process 41,500 41,419
Raw materials 75,449 67,741
----------- -----------
$ 363,769 $ 341,808
=========== ===========
(2) On January 21, 1994, the Company entered into a secured
obligation with the Mississippi Business Finance Corporation
to finance the construction of a new furniture manufacturing
facility in Tupelo, Mississippi. The industrial revenue
bonds totaled $8.0 million and bear interest at 8.82% per
annum. The bonds mature in annual installments of $0.8
million beginning January 15, 1995 and are secured by the
facility and equipment included therein.
On February 11, 1994 and March 11, 1994, the Company made
optional prepayments on the Secured Term Loan and 8.5%
Secured Notes totaling $10.0 million. The optional
prepayments were made on a pro rata basis among these debt
instruments and were applied to the forward order of
maturity of each such instrument in accordance with the
provisions of the credit agreement and indenture.<PAGE>
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
RESULTS OF OPERATIONS
INTERCO INCORPORATED (the "Company") is a major manufacturer of
residential furniture and one of the leading manufacturers and
retailers of footwear through two operating segments. The
furniture segment consists of Broyhill Furniture Industries, Inc.
and The Lane Company, Incorporated and the footwear segment
consists of The Florsheim Shoe Company and Converse Inc.
Comparison of Three Months Ended March 31, 1994 and 1993
--------------------------------------------------------
Net sales of the operating companies, by segment, were as
follows, in millions:
Three Months Ended March 31,
1994 1993
------------ -----------
Furniture segment $ 268.7 $ 246.3
Footwear segment 194.0 170.6
------------ -----------
$ 462.7 $ 416.9
============ ===========
For the three months ended March 31, 1994, sales by the furniture
segment increased $22.4 million, or 9.1%, compared to an increase
for the three months ended March 31, 1993 of 13.4%. The improved
sales performance occurred at both Broyhill and Lane and reflects
favorable industry conditions and continued customer acceptance
of new product offerings and marketing programs.
In the footwear segment, sales for the three months ended March
31, 1994 were up $23.4 million, or 13.7%, from the same period in
the prior year which reflected a decrease of 1.8%. The sales
increase occurred at Converse and was primarily attributable to
higher shipments of performance basketball, athleisure (canvas)
and children's footwear to domestic accounts. Converse's
international business continues to reflect the weak overseas
economies, particularly in Japan. Florsheim's sales were
generally flat with those of the prior year with improved retail
operations being offset by softer wholesale performance.
Earnings from operations were as follows, in millions:
Three Months Ended March 31,
1994 1993
------------ -----------
Earnings before interest expense, income taxes,
depreciation and amortization, and other
income and expense (EBITDA):
Furniture segment $ 32.3 $ 30.5
Footwear segment 21.7 18.6
------------ -----------
54.0 49.1
Corporate administration (2.5) (2.4)
Miscellaneous expenses (0.6) (0.5)
------------ -----------
50.9 46.2
Depreciation and amortization (10.6) (9.3)
------------ -----------
Earnings from operations $ 40.3 $ 36.9
============ ===========
EBITDA of the combined operating segments for the three months
ended March 31, 1994 was 11.7% of net sales, compared to 11.8% for
the same period last year. Furniture segment EBITDA for the three
months ended March 31, 1994 was 12.0% of net sales, compared to
12.4% in the prior year. The EBITDA performance of the furniture
operations reflects sales of higher margin products, primarily at
Broyhill, offset by start-up costs attributable to Lane's new
Tupelo, Mississippi furniture factory and Altavista, Virginia
finishing system. As a percent of net sales, footwear segment
EBITDA for the three months ended March 31, 1994 was 11.2%,
compared to 10.9% last year. Footwear operation's EBITDA
performance was favorably impacted by sales of higher margin<PAGE>
products, primarily at Converse, partially offset by increased
spending on advertising and promotional programs at both Converse
and Florsheim.
Interest expense totaled $13.6 million for the three months ended
March 31, 1994, compared to $13.9 million for the same period last
year. The decrease in interest expense resulted from a reduction
of long-term debt outstanding versus the prior year, partially
offset by an increase in loans attributable to seasonal borrowings
from the Company's working capital facility. Interest rates on
substantially all of the long-term debt are fixed and, therefore,
do not materially impact year-to-year comparisons of interest
expense.
For the three months ended March 31, 1994, the Company provided for
income taxes of $11.0 million on pretax earnings of $26.7 million
resulting in an effective tax rate of 41.2%. The Company provided
for income taxes of $8.9 million on pretax earnings of $23.3
million for the three months ended March 31, 1993 which represented
an effective tax rate of 38.2%. The effective tax rates for each
period were adversely impacted by certain nondeductible expenses
incurred and provisions for state, local and foreign taxes.
Net earnings per common share on both a primary and fully diluted
basis were $0.30 for the three months ended March 31, 1994,
compared to $0.28 for the same period last year. Average common
and common equivalent shares outstanding used in the calculation of
net earnings per common share on a primary and fully diluted basis
were 51,788,883 and 51,814,255, respectively, for the three months
ended March 31, 1994 and 50,599,923 and 51,156,783, respectively,
for the three months ended March 31, 1993.
FINANCIAL CONDITION
Working Capital
---------------
Cash and cash equivalents at March 31, 1994 amounted to $33.7
million, compared to $45.3 million at December 31, 1993. During
the three months ended March 31, 1994, net cash used by operating
activities totaled $19.2 million, net cash used by investing
activities totaled $8.5 million and net cash provided by financing
activities totaled $16.1 million.
Working capital was $545.3 million at March 31, 1994, compared to
$533.9 million at December 31, 1993. The current ratio was 3.6 to
1 at March 31, 1994, compared to 4.2 to 1 at December 31, 1993.
Financing Arrangements
----------------------
As of March 31, 1994, long-term debt, including current maturities,
consisted of the following, in millions:
Principal
Amount
---------
10.0% Secured Notes Due 2001 $ 104.7
9.0% Secured Notes Due 2004 149.2
8.5% Secured Notes Due 1997 9.1
Secured Term Loan 279.9
ILGWU Fund Note 14.6
Industrial Revenue Bonds 20.7
Federal Tax Obligation 3.8
---------
$ 582.0
=========
On January 21, 1994, the Company entered into a secured obligation
with the Mississippi Business Finance Corporation to finance the
construction of a new furniture manufacturing facility in Tupelo,
Mississippi. The industrial revenue bonds totaled $8.0 million and
bear interest at 8.82% per annum. The bonds mature in annual
installments of $0.8 million beginning on January 15, 1995 and are
secured by the facility and equipment included therein.<PAGE>
On February 11, 1994 and March 11, 1994, the Company made optional
prepayments on the Secured Term Loan and 8.5% Secured Notes
totaling $10.0 million. The optional prepayments were made on a
pro rata basis among these debt instruments and were applied to the
forward order of maturity of each such instrument in accordance
with the provisions of the credit agreement and indenture.
To meet short-term working capital and other financial
requirements, the Company maintains a $148 million working capital
facility with a group of banks. The working capital facility,
which was increased during the three months ended March 31, 1994
from its previous level of $135 million, allows for both issuance
of letters of credit and cash borrowings. Letter of credit
issuances are limited to no more than $100 million; cash borrowings
are limited only by the facility's maximum availability less
letters of credit outstanding. Maximum availability under the
facility is determined by the amount of eligible accounts
receivable and inventory at each month end (referred to in
aggregate as a "borrowing base"). As of March 31, 1994, the
Company's borrowing base pertaining to the facility totaled $312.1
million.
At March 31, 1994, $20.0 million in cash borrowings and $59.0
million in letters of credit were outstanding under the working
capital facility.
The Company believes its working capital facility, together with
cash generated from operations, will be adequate to meet liquidity
requirements for the foreseeable future.<PAGE>
PART II OTHER INFORMATION
-------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) 4(a). Second Amendment, dated as of April 20, 1994, to the
Secured Term Loan Agreement, dated as of July 16,
1992, among the Company, certain Subsidiary
Obligors, Morgan Guaranty Trust Company of New York,
as Agent, and as Administrative Agent, and the banks
named therein.
11. Statement re Computation of Net Earnings Per Common
Share.
(b) A form 8-K was not required to be filed during the
quarter ended March 31, 1994.<PAGE>
SIGNATURE
---------
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.
INTERCO INCORPORATED
(Registrant)
By David P. Howard
----------------------------
David P. Howard
Vice-President, Controller and
Chief Accounting Officer
Date: May 12, 1994<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
INTERCO INCORPORATED
STATEMENT RE COMPUTATION OF NET EARNINGS PER COMMON SHARE
_________________________________________________________
Three Months Three Months
Ended Ended
March 31, March 31,
1994 1993
____________ ____________
<S> <C> <C>
Primary:
Weighted average common shares outstanding during the period............... 50,016,038 50,000,000
Common shares issuable on exercise of stock options (1).................... 912,079 573,273
Common shares issuable on exercise of warrants (2)......................... 860,766 26,650
____________ ____________
Weighted average common and common equivalent shares outstanding for
primary calculation...................................................... 51,788,883 50,599,923
============ ============
Fully diluted:
Weighted average common and common equivalent shares outstanding for
primary calculation...................................................... 51,788,883 50,599,923
Common shares issuable on exercise of stock options (3).................... 25,372 204,568
Common shares issuable on exercise of warrants (4)......................... - 352,292
____________ ____________
Weighted average common and common equivalent shares outstanding for
fully diluted calculation................................................ 51,814,255 51,156,783
============ ============<PAGE>
</TABLE>
EXHIBIT 11 (CONTINUED)
INTERCO INCORPORATED
NOTES TO STATEMENT RE COMPUTATION OF NET EARNINGS PER COMMON SHARE
(1) Includes common stock options, the exercise of which would result
in dilution of net earnings per common share. Such common stock
options have been considered as exercised and the proceeds
therefrom were used to purchase common stock at the average
common stock market price, if the average common stock market
price was higher than the common stock option exercise price
during the period.
(2) Includes common stock warrants, the exercise of which would
result in dilution of net earnings per common share. Such common
stock warrants have been considered as exercised and the proceeds
therefrom were used to purchase common stock at the average
common stock market price, if the average common stock market
price was higher than the common stock warrant exercise price
during the period.
(3) Additional common shares issuable resulting from the application
of the same principles described in Note (1), except that the
proceeds from assumed common stock options exercised were used to
purchase common stock at the month end common stock market price,
if the month end common stock market price was higher than the
average common stock market price during the period.
(4) Additional common shares issuable resulting from the application
of the same principles described in Note (2), except that the
proceeds from assumed common stock warrants exercised were used
to purchase common stock at the month end common stock market
price, if the month end common stock market price was higher than
the average common stock market price during the period. <PAGE>
Exhibit 4(a)
SECOND AMENDMENT TO SECURED TERM LOAN AGREEMENT
-----------------------------------------------
THIS SECOND AMENDMENT, dated as of April 20, 1994,
among INTERCO INCORPORATED, a Delaware corporation, the
SUBSIDIARY OBLIGORS listed on the signature pages hereof,
the BANKS listed on the signature pages hereof, MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent, in its
capacity as Agent for the Banks, and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent, in its
capacity as Administrative Agent for the Banks.
WITNESSETH:
WHEREAS, the parties hereto have entered into a
Secured Term Loan Agreement, dated as of July 16, 1992,
relating to the issuance of evidence of indebtedness to the
Banks in the amount of $315,526,233 in connection with the
Borrowers' Plan of Reorganization and a First Amendment to
Secured Term Loan Agreement dated as of October 15, 1992
(together, the "Loan Agreement");
WHEREAS, the Borrowers, the Banks, the Agent and
the Administrative Agent desire to amend the Loan Agreement
on the terms as hereinafter set forth;
NOW THEREFORE, in consideration of the premises
and the mutual agreements set forth herein, the parties
hereto agree as follows:
1. The words and phrases having defined meanings
in the Loan Agreement shall have the same respective
meanings when used herein, unless otherwise expressly
defined herein.
2. Section 5.11 of the Loan Agreement is hereby
amended to delete the table set forth therein and to insert
the following therefor:
Fiscal
Year Amount
------ -----------
1992 $31,000,000
1993 38,000,000
1994 49,500,000
1995 52,500,000
1996 55,000,000
1997 46,800,000
1998 49,200,000
1999 51,100,000
2000 53,500,000
2001 56,000,000 <PAGE>
2002 58,500,000
2003 61,100,000
2004 63,700,000
3. Section 5.08(f) of the Loan Agreement is
hereby amended by inserting the following parenthetical
immediately following the term "Agreement" in the fifth line
thereof: "(as in effect immediately prior to the
effectiveness of the Second Amendment to this Agreement
dated as of April 20, 1994 among INTERCO, the Subsidiary
Obligors, the Banks listed on the signature pages thereof,
the Agent and the Administrative Agent)" .
4. This Second Amendment may be signed in any
number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto
were upon the same instrument.
5. This Second Amendment shall become effective
immediately upon the execution and delivery thereof by the
Borrowers and the Required Banks or, in the case of any
Bank, receipt by the Agent of facsimile or other written
confirmation from such Bank that it has executed a
counterpart hereof.
6. Except as expressly modified hereby, all of
the terms and conditions of the Loan Agreement shall remain
unaltered and in full force and effect.<PAGE>
IN WITNESS WHEREOF, the parties hereto have
executed this Second Amendment as of the day and year first
above written.
BORROWERS
Attest: INTERCO INCORPORATED
/s/ Duane A. Patterson By /s/ Eugene F. Smith
---------------------- ----------------------
Duane A. Patterson Name: Eugene F. Smith
Secretary Title: Executive Vice President
Address: 101 S. Hanley Drive
St. Louis, MO 63105
Telecopy: (314) 863-7047
SUBSIDIARY OBLIGORS
BROYHILL FURNITURE INDUSTRIES, INC.
BROYHILL TRANSPORT, INC.
CONVERSE INC.
CONVERSE EMEA, LTD.
CONVERSE STAR I, INC.
CONVERSE STAR II, INC.
THE FLORSHEIM SHOE STORE COMPANY -
MIDWEST
THE FLORSHEIM SHOE STORE COMPANY -
NORTHEAST
THE FLORSHEIM SHOE STORE COMPANY -
WEST
HY-TEST, INC.
THE LANE COMPANY, INCORPORATED
LANE ADVERTISING, INC.
ACTION INDUSTRIES, INC.
L. J. O'NEILL SHOE COMPANY
Attest:
/s/ Robert Kaintz By /s/ Duane A. Patterson
------------------- -------------------------
Robert Kaintz Name: Duane A. Patterson
Assistant Secretary Title: Vice President
Address: 101 S. Hanley Drive
St. Louis, MO 63105
Telecopy: (314) 863-7047 <PAGE>
AGENT
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Kevin J. O'Brien
-----------------------
Name: Kevin J. O'Brien
Title: Vice President
Address: 60 Wall Street
New York, NY 10260
Attn: Kevin J. O'Brien
Telecopy: (212) 648-5018
ADMINISTRATIVE AGENT
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Kevin J. O'Brien
-----------------------
Name: Kevin J. O'Brien
Title: Vice President
Address: 60 Wall Street
New York, NY 10260
Attn: Kevin J. O'Brien
Telecopy: (212) 648-5018 <PAGE>
BANKS
THE ASAHI BANK, LTD.,
CHICAGO BRANCH
By: ___________________________
Name: _____________________
Title: ____________________
Address: 190 South LaSalle St.
Suite 2350
Chicago, IL 60603
Attn: Kazuhiko Aiba
Telecopy: (312) 606-1010
THE BANK OF NEW YORK
By: /s/ Richard P. Hebner
------------------------
Name: Richard P. Hebner
Title: Vice President
Address: One Wall Street
22nd Floor
New York, NY 10286
Attn: Mark Slane
Telecopy: (212) 635-7290 <PAGE>
BANQUE NATIONALE DE PARIS
By: /s/ Arnaud Collin du Bocage
------------------------------
Name: Arnaud Collin du Bocage
Title: Executive Vice President
and General Manager
Address: 200 North LaSalle St.
Suite 2400
Chicago, IL 60601
Attn: Christine Howatt
Telecopy: (312) 977-1380
BANQUE WORMS CAPITAL CORP.
By: /s/ Dominique Picon
----------------------
Name: Dominique Picon
Title: Chief Executive Officer
Address: 450 Park Avenue
New York, NY 10022
Attn: Felina Marron
Telecopy: (212) 593-4854
CHUO TRUST & BANKING COMPANY
LIMITED, NEW YORK AGENCY
By: /s/ Kunio Kimura
-------------------
Name: Kunio Kimura
Title: Deputy General Manager
Address: 2 World Trade Center
Suite 8322
New York, NY 10048
Attn: Bruce Jackson
Telecopy: (212) 466-1140 <PAGE>
COMMERZBANK, A. G. GRAND CAYMAN
BRANCH
By: /s/ Mark D. Monson
---------------------
Name: Mark D. Monson
Title: Assistant Vice President
By: /s/ Kalyan Basu
---------------------
Name: Kalyan Basu
Title: First Vice President
Address: 311 S. Wacker Drive
Chicago, IL 60606
Attn: Mark D. Monson
Telecopy: (312) 435-1485
THE DAI-ICHI KANGYO BANK LIMITED
By: __________________________
Name: ____________________
Title: ___________________
Address: 10 S. Wacker Drive
26th Floor
Chicago, IL 60606
Attn: James J. Kearney
Telecopy: (312) 876-2011
THE DAIWA BANK, LTD.
By: __________________________
Name: ____________________
Title: ___________________
Address: 75 Rockefeller Plaza
New York, NY 10019
Attn: Richard Cordover
Telecopy: (212) 397-9317
THE FUJI BANK LIMITED
By: /s/ Hidekazu Seo
-------------------
Name: Hidekazu Seo
Title: Joint General Manager
Address: 225 West Wacker Drive
Suite 2000
Chicago, IL 60606
Attn: Mark McCracken
Telecopy: (312) 621-0539<PAGE>
THE HOKKAIDO TAKUSHOKU BANK,
LIMITED
By: /s/ Kenji Shirasaki
----------------------
Name: Kenji Shirasaki
Title: General Manager
Address: 1001 4th Avenue
Suite 3920
Seattle, WA 98154
Attn: Eileen Harris
Telecopy: (206) 345-0393
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: __________________________
Name: ____________________
Title: ___________________
Address: AT&T Corporate Center
Suite 2600
227 West Monroe Street
Chicago, IL 60606
Attn: Charles G. Smith
Telecopy: (312) 855-8200
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By: /s/ Armund J. Schoen, Jr.
----------------------------
Name: Armund J. Schoen, Jr.
Title: Vice President and
Deputy General Manager
Address: 190 South LaSalle St.
Suite 800
Chicago, IL 60603
Attn: Armund J. Schoen, Jr.
Telecopy: (312) 704-8505
MERCANTILE BANK OF ST. LOUIS, N.A.
By: /s/ Timothy W. Hassler
-------------------------
Name: Timothy W. Hassler
Title: Banking Officer
Address: Eighth and Locust St.
10th Floor
St. Louis, MO 63101
Attn: David Naunheim
Telecopy: (314) 425-2135<PAGE>
THE MITSUI TRUST AND BANKING CO.,
LIMITED
By: /s/ Kiichiro Kondo
---------------------
Name: Kiichiro Kondo
Title: Senior Vice President
and Manager
Address: 190 South LaSalle St.
Suite 1900
Chicago, IL 60603
Attn: Tim Devane
Telecopy: (312) 201-0593
J.P. MORGAN DELAWARE
By: /s/ George A. Kent
---------------------
Name: George A. Kent
Title: Vice President
Address: 902 Market Street
Wilmington, DE 19801
Attn: George Kent
Telecopy: (302) 652-7416
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Kevin J. O'Brien
-----------------------
Name: Kevin J. O'Brien
Title: Vice President
Address: 60 Wall Street
New York, NY 10260
Attn: Barbara L. Berliner
Telecopy: (212) 648-5018
THE NIPPON CREDIT BANK, LTD.
By: /s/ Ronald A. Fisher
-----------------------
Name: Ronald A. Fisher
Title: Vice President
Address: 245 Park Avenue
30th Floor
New York, NY 10167
Attn: Ronald A. Fisher
Telecopy: (212) 490-3895<PAGE>
PEARL STREET L.P.
By: /s/ Robert J. O'Shea
-----------------------
Name: Robert J. O'Shea
Title: Authorized Signer
Address: 85 Broad Street
New York, NY 10004
Attn: Robert J. O'Shea
Telecopy: (212) 357-0271
RYOSHIN LEASING (USA) INC.
By: __________________________
Name: ____________________
Title: ___________________
Address: 245 Park Avenue
New York, NY 10167
Attn: Fern Simmons
Telecopy: (212) 983-5676
THE SAKURA BANK, LIMITED
By: __________________________
Name: ____________________
Title: ___________________
Address: 227 West Monroe St.
Suite 4700
Chicago, IL 60606
Attn: Ellen Davies
Telecopy: (312) 332-5345
SANWA BANK LIMITED, CHICAGO BRANCH
By: /s/ A. Ogawa
----------------
Name: A. Ogawa
Title: Assistant General
Manager
Address: 10 S. Wacker Drive
31st Floor
Chicago, IL 60606
Attn: Ed White
Telecopy: (312) 346-6677<PAGE>
THE SUMITOMO BANK LIMITED
By: /s/ Takaya Iida
------------------
Name: Takaya Iida
Title: Joint General Manager
Address: 233 South Wacker Dr.
Room 4800
Chicago, IL 60606
Attn: Peter W. Prims
Telecopy: (312) 876-6436
THE TOKAI BANK LIMITED
By: __________________________
Name: ____________________
Title: ___________________
Address: 81 West Madison St.
Suite 3600
Chicago, IL 60602
Attn: Thomas Peterman
Telecopy: (312) 977-0003
TOKYO TRUST & BANKING COMPANY
LIMITED, NEW YORK AGENCY
By: __________________________
Name: ____________________
Title: ___________________
Address: 437 Madison Avenue
37th Floor
New York, NY 10022
Attn: Mr. Fukuro
Telecopy: (212) 371-4963 <PAGE>
CRESCENT CAPITAL CORPORATION,
as Portfolio Manager and as
Attorney-in-Fact for
Crescent/Mach I, L.P.
By: /s/ Mark L. Gold
-------------------
Name: Mark L. Gold
Title: Managing Director
Address: 1325 Avenue of the
Americas
25th Floor
New York, NY 10019
Attn: Mark L. Gold
Telecopy: (212) 424-1450
SALOMON BROTHERS INC.
By: /s/ Richard Brennan
----------------------
Name: Richard Brennan
Title: Vice President
Address: 7 World Trade Center
40th Floor
New York, NY 10048
Attn: Raymond Jardine
Telecopy: (212) 783-4080
NATIONAL CITY BANK
By: /s/ Christopher M. Karr
--------------------------
Name: Christopher M. Karr
Title: Assistant Vice President
Address: 1900 East 9th St.
Cleveland, OH 44114
Attn: Christopher Karr
Telecopy: (216) 575-9396
PROTECTIVE LIFE INSURANCE COMPANY
By: /s/ Mark K. Okada
--------------------
Name: Mark K. Okada
Title: Principal
Address: 10 Universal City Plaza
Suite 2401
Universal City, CA 91608
Attn: Mark K. Okada
Telecopy: (818) 763-9182
<PAGE>
