<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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(MARK ONE)
|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 DECEMBER 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-8358
MICRO GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
DELAWARE 95-2621545
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2510 REDHILL, SUITE 200 92705 (949) 622-4444
SANTA ANA, CALIFORNIA (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER,
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE)
</TABLE>
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, $.05 par value NASDAQ OTC Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A, or any amendment to
this Form 10-K/A. |_|
As of April 13 , 1999, 7,596,000 shares of Common Stock ($.05 par value)
were outstanding, and the aggregate market value of the shares of the Common
Stock held by non-affiliates of the registrant was $3,396,000. The aggregate
market value was computed with reference to the closing price on such date.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND THE EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the director nominees, all directors, and all executive officers,
and certain information about them, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
William P. Foley, II 54 Director 1994
Patrick F. Stone 51 Chairman of the Board 1998
John Snedegar 49 Chief Executive Officer, 1998
President and Director
Richard H. Pickup 63 Director 1996
Carl A. Strunk 61 Director 1994
George E. Olenik 67 Director 1989
Mark Attaway 40 Executive Vice President --ACS Division N/A
Operations
Jeff Sanderson 41 Executive Vice President --ACS Division N/A
Product Development
M'Liss Jones Kane 46 Vice President and Corporate Secretary N/A
</TABLE>
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<PAGE> 3
WILLIAM P. FOLEY, II
Mr. Foley has been a director of the Company since June 1994. Mr.
Foley was the Chairman of the Board of the Company from June 1994 until April 9,
1999. Mr. Foley is Chairman of the Board and Chief Executive Officer of Fidelity
National Financial, Inc. and has been since its formation in 1984. Mr. Foley is
also currently serving as Chairman of the Board and Chief Executive Officer of
CKE Restaurants, Inc., as Chairman of the Board of Rally's Hamburgers, Inc.,
Checkers Drive-In Restaurants, Inc., Santa Barbara Restaurant Group, Inc. and
American National Financial, Inc. Additionally, he is a member of the Board of
Directors of Miravant Medical Technologies, Inc. and Fresh Foods, Inc.
PATRICK F. STONE
Mr. Stone has been a director of the Company since 1998. Mr. Stone
became Chairman of the Board on April 9, 1999. Mr. Stone is Chief Operating
Officer of Fidelity National Financial, Inc. and has been since March 1997. From
May 1995 through March 1997 he was an Executive Vice President of Fidelity
National Financial, Inc. He is also President of Fidelity National Title
Insurance Company and the four other underwriters of Fidelity National
Financial, Inc. From February 1989 to May 1995 he was President of Fidelity
National Title Company of Oregon.
JOHN SNEDEGAR
Mr. Snedegar has been a director of the Company since August,
1998. Mr. Snedegar became Chief Executive Officer and President of the Company
on April 9, 1999. Mr. Snedegar was the President of United Digital Network, Inc.
from 1990 until April 1, 1999. Prior to his involvement with United Digital
Network, Inc., Mr. Snedegar was the President and Chief Executive Officer of
AmeriTel Management, Inc. Mr. Snedegar also serves as President of Kendall
Venture Funding, Ltd., a reporting company in Alberta, Canada. Mr. Snedegar is
also currently a director of StarBase Corporation and Star Telecommunications,
Inc.
RICHARD H. PICKUP
Mr. Pickup was elected to the board in December 1996. Mr. Pickup
is currently a Senior Vice President of the New York Stock Exchange Member Firm
of Wedbush Morgan Securities. For the past 35 years, he has been involved with
major ownership of numerous public companies.
CARL A. STRUNK
Mr. Strunk has been a director of the Company since June 1994. Mr.
Strunk is Executive Vice President and Chief Financial Officer of CKE
Restaurants, Inc. and has been since February 1997. Additionally, Mr. Strunk is
Executive Vice President and Chief Financial Officer of American National
Financial, Inc. Mr. Strunk began with Fidelity National Title Insurance Company
in February 1992 as an Executive Vice President. He was elected an Executive
Vice President and Chief Financial Officer of Fidelity National Financial, Inc.
in March 1992 and served in this capacity until September 15, 1997. In
September, 1997 he became Executive Vice President - Finance of Fidelity
National Financial, Inc. Prior to his employment with Fidelity National
Financial, Inc., Mr. Strunk was President of Land Resources Corporation from
1986 to 1991. Mr. Strunk is a certified public accountant. Mr. Strunk is also
currently a director of American National Financial, Inc.
GEORGE E. OLENIK
Mr. Olenik has served as a director of the Company since December
1989. Mr. Olenik is currently the CEO of Pick Systems Inc., Irvine, California.
Prior to joining Pick Systems Inc. he served as an analyst consultant for Inco
Venture Capital Management. He formerly served as President and a board member
of Micro Five Corp., Costa Mesa, California.
MARK ATTAWAY
Mr. Attaway, Executive Vice President of the Professional Services
Division of the Company, was one of the original founders of ACS Systems, Inc.
in 1985. In May 1998, ACS Systems, Inc. was merged into the Company. Prior to
this position, Mr. Attaway served as President, Marketing & Support, of ACS
Systems, Inc. since 1994. Prior to forming ACS Systems, Inc., Mr. Attaway was a
Senior Database Administrator for Pacific Bell from July 1981 until November
1990.
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<PAGE> 4
JEFF SANDERSON
Mr. Sanderson, Executive Vice President of the Real Estate
Division of the Company, was one of the original founders of ACS Systems, Inc.
in 1985. In May 1998, ACS Systems, Inc. was merged into the Company. Prior to
this position, Mr. Sanderson served as President, System Development Division,
of ACS Systems, Inc. since 1994. Prior to forming ACS Systems, Inc., Mr.
Sanderson was a Senior Systems Programmer for Pacific Bell from June 1980 until
November 1990.
M'LISS JONES KANE
Ms. Kane became Secretary of the Company on June 3, 1998. Ms. Kane
joined Fidelity National Financial, Inc. in March, 1995 as a Senior Vice
President and Corporate Counsel of the Fidelity National Financial, Inc. and
became Corporate Secretary in April, 1995 serving in these capacities until
September 15, 1997. From September 15, 1997 to March 17, 1999 she was Senior
Vice President, General Counsel and Corporate Secretary of Fidelity National
Financial, Inc. Prior to that she was with the ICN Pharmaceuticals, Inc. group
of companies from March of 1990 as Vice President, General Counsel and Secretary
of ICN Biomedicals, Inc. and subsequently became Vice President, General Counsel
and Secretary of SPI Pharmaceuticals, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rules adopted by the Securities and Exchange Commission ("SEC")
under Section 16(a) of the Exchange Act require the Company's officers and
directors, and persons who own more than 10% of the issued and outstanding
shares of the Company's common stock, to file reports of their ownership, and
changes in ownership, of such securities with the SEC on SEC Forms 3, 4 or 5, as
appropriate. Officers, directors and greater-than-ten-percent stockholders are
required by the SEC's regulations to furnish the Company with copies of all
forms they file pursuant to Section 16(a).
Based solely upon a review of Forms 3, 4 and 5 and amendments
thereto furnished to the Company during its most recent fiscal year end, and any
written representations provided to it, the Company is advised that all filings
were timely and correctly made.
ITEM 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 1998, 1997 and 1996 for the
Company's Chief Executive Officer and the former Chief Executive Officer in
1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- ------------
OTHER AWARDS- ALL OTHER
NAME AND PRINCIPAL ANNUAL OPTIONS COMPENSATION
POSITION YEAR SALARY($) BONUS ($) COMPENSATION # ($)
-------- ---- --------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John Snedegar 1998 - - - 200,000 -
Chairman of the Board, 1997 N/A N/A - - -
President and Chief Executive 1996 N/A N/A - - -
Officer
Patrick F. Stone, 1998 - - - 200,000 -
Former Chief Executive 1997 N/A N/A - - -
Officer 1996 N/A N/A - - -
</TABLE>
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<PAGE> 5
OPTION GRANTS
The following table provides information as to options to purchase common
stock granted to the named individuals during 1998 pursuant to the Company's
Stock Option Plan. The Company does not currently grant stock appreciation
rights to officers or directors.
<TABLE>
<CAPTION>
PERCENT OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT
SECURITIES GRANTED TO MARKET ASSUMED RATES
UNDERLYING EMPLOYEES PRICE AT EXERCISE OR OF STOCK PRICE
OPTIONS IN DATE BASE PRICE EXPIRATION APPRECIATION FOR
NAME GRANTED (#) FISCAL YEAR OF GRANT ($/SHARE) DATE OPTION TERM
---- ----------- ----------- -------- --------- ----- ------------------------
1998 STOCK OPTION PLAN 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C> <C>
John Snedegar 200,000 16.3% $ 4.75 $ 4.75 08/11/08 $597,449 $1,514,055
Patrick F. Stone 200,000 16.3% 4.81 4.81 10/27/08 604,996 1,533,180
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table summarizes information regarding exercises of stock
options by the named individuals during 1998 and unexercised options held by
them as of December 31, 1998. The Company did not reprice any existing options
during the last completed fiscal year.
AGGREGATED STOCK OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FY-END OPTIONS AT FY-END
SHARES ACQUIRED VALUE REALIZED (#) EXERCISABLE ($) EXERCISABLE
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
John Snedegar 0 0 200,000/0 0
Patrick F. Stone 0 0 200,000/0 0
</TABLE>
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $1,500 per Board of
Directors meeting attended plus reimbursement of reasonable expenses. Directors
who are employees of the Company do not receive any compensation for acting as
directors, except for reimbursement of reasonable expenses, if any, for Board
meeting attendance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, Messrs. Pickup and Strunk served as members of the Compensation
Committee. The Compensation Committee is currently composed of two independent
directors. No member of the Compensation Committee is a former or current
officer or employee of the Company or any of its subsidiaries, and there are no
interlocking directorships.
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<PAGE> 6
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee to the Board of Directors
shall not be deemed to be incorporated by reference into any previous filing by
the Company under either the Securities Act of 1933 ("Securities Act") or the
Securities Exchange Act of 1934 ("Exchange Act") that incorporates future
Securities Act or Exchange Act filings in whole or in part by reference.
To the Board of Directors:
GENERAL
The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.
COMPENSATION PHILOSOPHY
The Company's executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the Company's
strategic goals, so as to align the interests of executive management with the
long-term interests of the stockholders; (ii) motivate Company executives to
achieve the strategic business goals of the Company and to recognize their
individual contributions;
Therefore, the Compensation Committee believes that the components of
executive compensation should include base salary, annual cash bonus, stock
option grants and other benefits and should be linked to individual and Company
performance.
BASE SALARY
The Company is in a growth mode and executives are being recruited based on
their expertise. Salary and bonuses are determined based on experience, job
responsibility and industry salary standards.
STOCK OPTION GRANTS
As indicated above, an important element of the Company's compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Company's stockholders. In order to meet this
desire, the Board of Directors and stockholders had previously approved the
adoption of the Company's 1998 Stock Option Plan, pursuant to which the Company
may grant stock options to certain key employees and non-employee directors or
officers. The purpose of all the stock option plans is to attract, retain and
award executive officers and directors and to furnish incentives to these
persons to improve operations, increase profits and positively impact the
Company's long-term performance. Consistent with these objectives, the
Compensation Committee has approved the granting of options in 1999 for their
performance in 1998 to executive officers as follows under the 1998 Plan: Mr.
Snedegar, options to purchase 250,000 shares and Mr. Stone, options to purchase
200,000 shares.
Corporate Deduction for Compensation. Section 162(m) of the Internal
Revenue Code generally limits to $1.0 million the corporate deduction for
compensation paid to certain executive officers, unless certain requirements are
met. At this time, the Company deduction for officer compensation is not limited
by the provisions of Section 162(m). The Committee intends to monitor
regulations issued pursuant to Section 162(m) and to take such actions with
respect to the executive compensation program as are reasonably necessary to
preserve the corporate tax deduction for executive compensation paid.
April 26, 1999 Compensation Committee
Richard H. Pickup
Carl A. Strunk
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<PAGE> 7
PERFORMANCE GRAPH
Pursuant to recent SEC regulations, listed below is the performance of the
cumulative total return to shareholders (stock price appreciation) during the
previous 5 years in comparison to returns on the NASDAQ Stock Market index and
NASDAQ Computer Manufacturers Stock index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG MICRO GENERAL CORPORATION, NASDAQ
COMPUTER MANUFACTURERS STOCK
<TABLE>
<CAPTION>
Dec 93 Dec 94 Dec 95 Dec 96 Dec 97 Dec 98
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Micro General Corp 100.00 121.43 85.71 100.00 78.57 242.86
Nasdaq US 100.00 97.75 138.26 170.01 208.58 293.21
Nasdaq Computer Manufacturing 100.00 109.85 172.95 231.88 280.50 610.15
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1998
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<PAGE> 8
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of two formal meetings during the year
ended December 31, 1998. No director attended fewer than 80% of the aggregate of
all meetings of the Board of Directors or any committee in 1998.
The Board presently has an Audit Committee and a Compensation Committee,
but does not have a Nominating Committee. The Audit Committee, which consists of
Messrs. Foley, Olenik, Pickup and Strunk, met one time during 1998. The Audit
Committee meets independently with the internal audit staff, representatives of
the Company's independent auditors and representatives of senior management. The
Audit Committee reviews the general scope of the Company's annual audit, the fee
charged by the independent auditors and other matters relating to internal
control systems. In addition, the Audit Committee is responsible for reviewing
and monitoring the performance of non-audit services by the Company's auditors.
The Committee is also responsible for recommending the engagement or discharge
of the Company's independent auditors.
The Compensation Committee currently consists of Messrs. Pickup and Strunk.
The Compensation Committee, either alone or in conjunction with other Board
committees, reviews and reports to the Board the salary, fee and benefit
programs designed for senior management, officers and directors with a view to
ensure that the Company is attracting and retaining highly-qualified individuals
through competitive salary, fee and benefit programs and encouraging continued
extraordinary effort through incentive rewards. The Compensation Committee did
not meet during 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 1999, the following table sets forth the beneficial
ownership of the Common Stock of the Company by each director who owns shares,
by the director nominees, all executive officers named in the Summary
Compensation Table, all directors and executive officers as a group and by all
persons known by the Company to be the beneficial owners of more than 5% of the
Company's Common Stock. The information as to beneficial stock ownership is
based on data furnished by the persons concerning whom such information is
given.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
----------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
- ---------------- ---------------- ----------------
<S> <C> <C>
Fidelity National Financial, Inc.
17911 Von Karman Ave., #300
Irvine, CA 92614 8,701,862 (1) 87%
Richard H. Pickup
c/o Wedbush Morgan Securities, Inc.
500 Newport Center Drive
Suite 550
Newport Beach, CA 92660 1,557,559 (2) 21%
William P. Foley, II
17911 Von Karman Ave., #300
Irvine, CA 92614 213,333 (3) 2.7%
Patrick F. Stone
17911 Von Karman Ave., Suite 300
Irvine, CA 92614 200,000 (4) 2.6%
John Snedegar
2510 Redhill Avenue
Santa Ana, CA 92705 523,333 (5) 6.5%
Carl A. Strunk
17911 Von Karman Ave., Suite 300
Irvine, CA 92614 30,000 (6) *
George E. Olenik
2138 Port Durness
Newport Beach, CA 92660 20,000 (7) *
All directors and officers as a group 2,594,225 32%
(9 persons)
</TABLE>
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<PAGE> 9
- ----------
* Represents less than 1%.
(1) Represents 5,331,216 shares held of record by Fidelity National Financial,
Inc.; warrants to purchase 12,500 shares of Common Stock of Micro General
Corporation as of August, 1998 which is convertible into 224,813 shares of
Common Stock of Micro General Corporation under certain conditions; and
debt of Micro General Corporation as of October 27, 1998 which is
convertible into 3,133,333 shares of Common Stock of Micro General
Corporation under certain circumstances.
(2) Represents 197,800 shares held of record by Mr. Pickup. Includes the right
to acquire 16,667 shares pursuant to presently exercisable options under
the 1995 and 1998 Stock Option Plans. Additionally, 114,500 shares held of
record by Dito Devcar Corporation, 42,300 shares held by Pickup Pension
Plan, and 65,000 shares are held by Dito Devcar LLP, entities which Mr.
Pickup is affiliated with. Includes warrants which are convertible into
100,00 shares of the Company's common stock at $1.50 and 125,000 shares of
the Company's common stock at $1.50. Also includes a convertible note to
purchase 896,292 shares of the Company's common stock as follows: 33,332
shares at $2.00, 296,294 shares at $2.25 and 266,666 at $2.50.
(3) Represents the right to acquire 213,333 shares pursuant to presently
exercisable options under the 1991, 1995 and 1998 Stock Option Plans.
(4) Represents the right to acquire 200,000 shares pursuant to presently
exercisable options under the 1998 Stock Option Plan.
(5) Represents warrants to purchase 100,000 shares of Common Stock of Micro
General Corporation at $1.00 per share, $500,000 of convertible debt
(equal to 223,333 shares of common stock), and the right to acquire
200,000 shares pursuant to presently exercisable options under the 1998
Stock Option Plan.
(6) Represents the right to acquire 30,000 shares pursuant to presently
exercisable options under the 1991, 1995 and 1998 Stock Option Plans.
(7) Represents the right to acquire 20,000 shares pursuant to presently
exercisable options under the 1991, 1995 and 1998 Stock Option Plans.
(8) This number includes 516,667 currently exercisable stock options for all
directors and officers of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and FNFI completed the merger of Micro General Corporation with
ACS Systems, Inc., a wholly-owned subsidiary of FNFI on May 14, 1998. As a
result of he merger, all of the outstanding shares of ACS were exchanged for 4.6
million shares of Micro General Corporation common stock. The transaction was
valued at $1.3 million. Following the merger of Micro General Corporation and
ACS, FNFI owned approximately 81.4% of the common stock of the Company on an
undiluted basis. The transaction has been treated as a reverse merger, i.e.,
Micro General Corporation has been acquired by Fidelity National Financial, Inc.
as a majority-owned subsidiary through a merger with and into ACS Systems, Inc.,
with Micro General Corporation as the surviving entity. As of December 31, 1998,
FNFI owned 70.6% of the outstanding common stock of the Company.
On October 8, 1998, the Company in conjunction with FNFI, announced the
creation of RealEC, the largest real estate electronic commerce network in the
nation. RealEC is a nationwide multi-vendor network that will provide real
estate and lender customers the ability to select products and services
necessary to close their transactions, while at the same time giving them access
to over 6,000 issuing locations for title insurance across the United States.
INVESTMENTS IN PARTNERSHIPS
None.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
None.
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<PAGE> 10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
MICRO GENERAL CORPORATION
By: /s/ John Snedegar
------------------------------
John Snedegar
Chief Executive Officer
Date: April 28, 1999
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Patrick F. Stone Chairman of the Board April 28, 1999
- ----------------------------
PATRICK F. STONE
/s/ William P. Foley, II Director April 28, 1999
- ----------------------------
WILLIAM P. FOLEY, II
/s/ Carl A. Strunk Director April 28, 1999
- ----------------------------
CARL A. STRUNK
/s/ Richard H. Pickup Director April 28, 1999
- ----------------------------
RICHARD H. PICKUP
/s/ George E. Olenik Director April 28, 1999
- ----------------------------
GEORGE E. OLENIK
/s/ John Snedegar Director April 28, 1999
- ----------------------------
JOHN SNEDEGAR
/s/ David N. Kenneally Chief Accounting Officer April 28, 1999
- ----------------------------
DAVID N. KENNEALLY
</TABLE>
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