===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q
------------------
For Quarter Ended March 31, 1997
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
COMMISSION FILE NO. 1-4474
--------------------------
OAK INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-1569000
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1000 WINTER STREET
WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices)
(617) 890-0400
(Registrant's telephone number)
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 number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
As of May 14 1997, the Company had outstanding 17,387,646 shares of Common
Stock, $0.01 par value per share.
===========================================================================
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
(Unaudited)
--------------------- ---------------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents....................... $ 7,738 $ 6,116
Receivables, less reserve....................... 45,657 40,202
Inventories:
Raw materials................................ 11,053 13,134
Work in process.............................. 30,239 28,182
Finished goods............................... 10,367 51,659 12,039 53,355
---------- ----------
Deferred income taxes........................... 22,061 22,210
Other current assets............................ 3,653 2,641
--------- ---------
Total current assets...................... 130,768 124,524
Plant and Equipment, at cost....................... 145,357 143,400
Less - accumulated depreciation.................... (81,080) 64,277 (78,374) 65,026
---------- ----------
Deferred income taxes.............................. 4,348 4,348
Goodwill and other intangible assets, less
accumulated amortization of
$12,859 and $11,451............................. 165,335 166,498
Investments in affiliates.......................... 8,329 8,315
Other Assets....................................... 4,333 5,574
--------- ---------
Total Assets.............................. $ 377,390 $ 374,285
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt............... $ 335 $ 290
Accounts payable................................ 15,961 16,162
Accrued liabilities............................. 27,589 29,053
--------- ---------
Total current liabilities................. 43,885 45,505
Other liabilities.................................. 8,373 7,973
Long-term Debt..................................... 148,623 138,161
Minority interest.................................. 11,132 10,923
Stockholders' Equity:
Common stock.................................... 184 184
Additional paid-in capital...................... 296,370 296,185
Accumulated deficit............................. (115,665) (119,692)
Unearned compensation - restricted stock........ (2,700) (2,945)
Treasury stock.................................. (11,407) (1,369)
Other........................................... (1,405) 165,377 (640) 171,723
---------- --------- ---------- ---------
Total Liabilities and Stockholders'
Equity................................ $ 377,390 $ 374,285
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
1997 1996
-------- --------
<S> <C> <C>
Net sales............................................ $ 73,042 $ 78,737
Cost of sales........................................ (47,956) (48,586)
--------- ---------
Gross profit......................................... 25,086 30,151
Selling, general and administrative expenses......... (15,887) (17,428)
--------- ---------
Operating income..................................... 9,199 12,723
Interest expense..................................... (2,481) (1,829)
Interest income...................................... 76 142
Gain on sale of equity investment.................... -- 20,550
Equity in net income (loss) of affiliated companies.. 39 (975)
--------- ---------
Income from continuing operations before income
taxes and minority interest.................... 6,833 30,611
Income taxes......................................... (2,597) (11,632)
Minority interest in net income of subsidiaries...... (209) (2,150)
--------- ---------
Income from continuing operations.................... 4,027 16,829
Income from discontinued operations, net of taxes.... -- 430
--------- ---------
Net income........................................... $ 4,027 $ 17,259
========= =========
Income per common share:
Continuing operations.......................... $ .22 $ .92
Discontinued operations........................ $ -- $ .02
--------- ---------
Net Income..................................... $ .22 $ .94
========= =========
Weighted average shares.............................. 18,549 18,409
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
1997 1996
-------- --------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM:
Operating Activities:
Income from continuing operations ........................ $ 4,027 $ 16,829
Adjustments to reconcile income from continuing
operations to net cash provided by operations:
Depreciation........................................ 3,026 2,303
Amortization........................................ 1,699 804
Change in minority interest......................... 209 2,150
Gain on the sale of property........................ (253) --
Gain on the sale of equity investment............... -- (20,550)
Changes in working capital.......................... (4,650) 1,577
Other............................................... (1,098) 1,552
--------- ---------
Net cash provided by operations.............................. 2,960 4,665
--------- ---------
Investing Activities:
Capital expenditures...................................... (2,324) (5,633)
Acquisition of business................................... (526) --
Proceeds from the sale of property........................ 1,524 --
Proceeds from the sale of equity investment............... -- 29,400
Other..................................................... 3 160
--------- ---------
Net cash provided by (used in) investing activities.......... (1,323) 23,927
--------- ---------
Financing Activities:
Borrowings................................................ 10,282 --
Repayment of borrowings................................... -- (33,741)
Treasury stock repurchase................................. (10,132) --
Exercise of stock options................................. 185 3,005
--------- ---------
Net cash provided by (used in) financing activities.......... 335 (30,736)
--------- ---------
Effect of exchange rates .................................... (350) 88
--------- ---------
Net cash used by discontinued operations..................... -- (601)
--------- ---------
Cash and Cash Equivalents:
Net change during the period.............................. 1,622 (2,657)
Balance, beginning of period.............................. 6,116 16,842
--------- ---------
Balance, end of period.................................... $ 7,738 $ 14,185
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
OAK INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements have been prepared by
Oak Industries Inc. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures made in this report
are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K. In the opinion of the
Company, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of Oak Industries Inc.
and subsidiaries as of March 31, 1997 and December 31, 1996, and the
results of their operations and cash flows for the three month periods
ending March 31, 1997 and 1996 have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
2. During the Company's 1997 first quarter, the Company received
authorization from its Board of Directors and its banks to repurchase stock
in an amount not to exceed $50.0 million. The Company will use the
repurchased stock for its stock plans and for other corporate purposes. As
of March 31, 1997, the Company had spent $10.1 million to repurchase
498,400 shares of its common stock. The Company subsequently purchased an
additional 558,900 shares for $10.4 million through May 14, 1997.
3. In February of 1997, the Company purchased certain assets associated
with the gas regulator product line of Leemco, Inc. ("Leemco") for
approximately $1.0 million, including consolidation and transaction
expenses. Of the total purchase price, the Company paid $0.5 million in
cash and $0.2 million in the form of a promissory note. As a result of the
transaction, the Company will amortize goodwill in the amount of $0.4
million over the next 20 years.
4. In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
The Company is required to adopt SFAS No. 128 effective as of the last
quarter of 1997. The impact of SFAS No. 128 would not have been significant
for the quarter ended March 31, 1997. The impact of SFAS No. 128 for the
quarter ended March 31, 1996 would have been an additional $0.04 to income
per common share.
5. The Company paid interest on debt during the first quarters of 1997
and 1996 in the amounts of $2.4 million and $2.0 million, respectively.
Income taxes paid during the three months ended March 31, 1997 and 1996
were $0.4 million and $0.6 million, respectively.
6. Certain items in the 1996 financial statements have been reclassified
to conform with 1997 presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales decreased 7.2% to $73.0 million in the first quarter of 1997
from $78.7 million in the first quarter of 1996. The decrease in net sales
resulted primarily from lower sales of the Company's communications
components business. Net income decreased to $4.0 million in the first
quarter of 1997 from $17.3 million in the first quarter of 1996, in large
part because net income in the first quarter of 1996 included a
nonrecurring net gain of $10.9 million. This nonrecurring net gain reflected
a gain of $20.5 million from the sale of the Company's equity investment in
Video 44 less certain nonrecurring asset write downs and other charges of
$3.0 million and a tax impact of these unusual items totaling $6.6 million.
Of the $3.0 million pre-tax charge, $1.1 million was taken against cost of
sales, $1.0 million was taken against selling, general, and administrative
expenses, and $0.9 million was taken against equity in net income (loss) of
affiliated companies. Excluding the foregoing nonrecurring items and
income from discontinued operations of $0.4 million, the Company's net
income from the first quarter of 1996 was $6.0 million.
The Company's results of operations for the first quarters of 1997 and
1996 are summarized as follows (in millions):
<TABLE>
<CAPTION>
Q1 1997 Q1 1996
------- -------
<S> <C> <C>
Net income excluding unusual items......... $ 4.0 $ 6.0
Gain on sale of equity investment.......... -- 20.5
Asset write downs and other charges........ -- (3.0)
Tax impact of unusual items................ -- (6.6)
Income from discontinued operations........ -- 0.4
------ ------
Net income as reported..................... $ 4.0 $ 17.3
====== ======
</TABLE>
COMMUNICATIONS COMPONENTS
The Company's communications components revenues decreased 11.9% in the
first quarter of 1997 from revenues in the comparable prior year period.
The decrease reflects lower Gilbert Engineering Co., Inc. ("Gilbert") sales
resulting from a shipment moratorium implemented by Gilbert's largest
customer in October of 1996. This customer made no purchases from Gilbert
during the first quarter of 1997, and the Company is uncertain as to when
the customer will purchase from Gilbert in the future. The decline in
Gilbert's revenues in the first quarter of 1997 was offset in part by an
increase in revenues from Lasertron Inc.'s sales of fiber optic components.
A significant contract between Gilbert and its largest customer will expire
on December 31, 1997. The impact, if any, of the expiration of the
contract on the Company's business cannot be determined at this time.
CONTROLS COMPONENTS
The Company's controls components revenues for the first quarter of 1997
reflected modest growth from revenues for the same period in 1996.
Controls components growth resulted from increased demand for sensing
devices and modest sales growth of components for gas cooking.
GROSS PROFIT
The gross profit margin for the first quarter of 1997 was 34.3% compared
to 39.8% (excluding the unusual items described above) for the first
quarter of 1996. The decrease is attributable to lower volume sales of
high margin communications components coupled with adverse manufacturing
variances at Gilbert resulting from a decrease in production volumes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses (excluding the unusual
items described above), decreased $0.5 million from expenses in the
comparable prior year period. Selling, general and administrative expenses
as a percentage of sales increased to 21.8% in the first quarter of 1997
from 20.9% in the first quarter of 1996 due to increased amortization of
intangible assets resulting from the Company's purchase of an additional
interest in Gilbert in late 1996.
INTEREST EXPENSE
Interest expense increased to $2.5 million in the first quarter of 1997
from $1.8 million in the first quarter of 1996. The increase reflects the
Company's additional borrowings to finance the purchase of an additional
24.5% interest in Gilbert in late 1996 and stock repurchases under the
Company's stock repurchase program.
INTEREST INCOME
Interest income decreased to $0.08 million in the first quarter of 1997
from $0.1 million in the first quarter of 1996 as a result of a decrease in
the Company's average cash balances.
EQUITY IN NET INCOME (LOSS) OF AFFILIATED COMPANIES
Equity in net income (loss) of affiliated companies in the first quarter
of 1997 improved by $1.0 million from the first quarter of 1996, primarily
because equity in net income (loss) of affiliated companies in the first
quarter of 1996 reflected the write down of certain assets included in the
unusual items described above.
MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES
Minority interest in net income of subsidiaries in the first quarter of
1997 decreased $1.9 million from the first quarter of 1996 as a result of
the Company's purchase of an additional 24.5% interest in Gilbert in late
1996 and a decrease in Gilbert's revenues.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations totaling $3.0 million in the first quarter of
1997 represented a decrease of $1.7 million from cash flow generated in the
first quarter of 1996. The decrease resulted primarily from lower income
from continuing operations combined with an increase in the amount of
working capital used. The Company decreased its capital spending to $2.3
million in the first quarter of 1997 from $5.6 million in the first quarter
of 1996. Capital expenditures in the first quarter of 1996 included
investments to increase capacity at Gilbert.
As of May 14, 1997 the Company had spent $20.5 million to repurchase
1,057,300 shares of its common stock. The Company was originally
authorized to purchase shares of its stock in an amount not to exceed $50
million.
The Company and Gilbert management currently own 92.5% and 7.5%,
respectively, of Gilbert. The Company will purchase one half of
management's interest in Gilbert in the third quarter of 1997 at a price
equaling a multiple of Gilbert's earnings before interest, taxes, and
amortiization expense for the twelve month period immediately preceding
the closing date of the purchase. The Company will purchase the remainder
of Gilbert management's interest no later than October 30, 1998 on
substantially the same pricing terms. The Company will finance the purchase
with cash generated by operations and borrowings under the Company's credit
facility.
The Company believes that funds generated by operations and from its
existing cash balances and its available credit facility will be sufficient
to fund the Company's ongoing operations for the next year.
RISKS AND UNCERTAINTIES
Revenues from sales of communications components will account for a
majority of the Company's future revenues. Although demand for these
products has grown in recent years with the buildout of communications
networks in domestic and international markets, a decrease in the rate of
infrastructure construction or upgrade programs could have an adverse
impact on the Company's results of operations.
The communications industry is very competitive and is characterized by
rapid technological change, new product development, product obsolescence
and evolving product specifications. Additionally, price competition in
this market is intense with significant price erosion over the life cycle
of a product. The ability of the Company to compete successfully depends
on the continued introduction of new products and ongoing manufacturing
cost reduction. The Company believes that it will continue to see varying
degrees of price pressure across all product lines. These price pressures,
if not offset by cost reductions, could result in lower average gross
margins.
Sales of the Company's controls components are in large part dependent
on the production level of a few North American appliance manufacturers,
which in turn is sensitive to the strength of the economy, including
housing starts, consumer disposable income and interest rates. Adverse
changes in the economy could have a negative impact on the Company's
financial results.
The Company currently buys a number of raw materials from single
sources. In most cases there are readily available and qualified external
alternative sources of supply. Although the Company does not at this time
have a qualified second external source for one critical component used in
the production of fiber optic modules, management believes there are other
suppliers that could provide a like quality product on comparable terms. A
change in suppliers for this product could cause a delay in manufacturing
and adversely impact operating results.
The Company must comply with governmental regulations relating to the
environment. The cost of compliance with environmental regulations in 1996
was immaterial and is not expected to have a material effect on capital
expenditures or operating results in 1997.
Various pending or threatened legal proceedings by or against the
Company or one or more of its subsidiaries involve alleged breaches of
contract, torts and miscellaneous other causes of action arising in the
course of business. The Company's management, based upon advice of legal
counsel representing the Company with respect to each of these proceedings,
does not believe any of these proceedings will have a significant impact on
the Company's consolidated financial position.
The Company's international operations and its results could be affected
by changes in policies of foreign governments and in social and economic
conditions outside the U.S. including civil unrest, changing inflation and
foreign exchange rates, and trade restrictions or prohibitions. Any of the
foregoing could have an adverse effect on future results.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
(10) Amendment No. 1 dated as of December 13, 1996 to the credit
agreement dated as of November 1, 1996 among Oak Industries
Inc. and the lenders from time to the time party thereto
and The Chase Manhattan Bank, as administrative agent and
issuing bank filed herewith.
(27) Financial Data Schedule (Submitted only to the Securities
and Exchange Commission in electronic format for its
information only).
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the first quarter ended
March 31, 1997.
OAK INDUSTRIES INC.
SIGNATURES
Pursuant to the requirement 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.
OAK INDUSTRIES INC.
Date: May 14, 1997 /s/ Francis J. Lunger
Francis J. Lunger
Senior Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 7,738
<SECURITIES> 0
<RECEIVABLES> 45,657
<ALLOWANCES> 0
<INVENTORY> 51,659
<CURRENT-ASSETS> 130,768
<PP&E> 145,357
<DEPRECIATION> 81,080
<TOTAL-ASSETS> 377,390
<CURRENT-LIABILITIES> 43,885
<BONDS> 0
<COMMON> 184
0
0
<OTHER-SE> 165,377
<TOTAL-LIABILITY-AND-EQUITY> 377,390
<SALES> 73,042
<TOTAL-REVENUES> 73,042
<CGS> 47,956
<TOTAL-COSTS> 47,956
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,481
<INCOME-PRETAX> 6,833
<INCOME-TAX> 2,597
<INCOME-CONTINUING> 4,027
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,027
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
CONFORMED COPY
AMENDMENT NO.1 dated as of December 13, 1996 (this "Amendment"), to the
Credit Agreement referred to below among OAK INDUSTRIES INC., a Delaware
corporation (the "Borrower"), the lenders party hereto and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").
A. The parties hereto have entered into a Credit Agreement dated as of
November 1, 1996 (the "Credit Agreement").
B. The Borrower has requested that certain terms of the Credit
Agreement be amended and the Required Lenders are willing, on the terms and
subject to the conditions set forth below, to agree to amend the Credit
Agreement as provided herein.
C. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms
and subject to the conditions set forth herein, as follows:
SECTION 1. Amendment to Section 6.06(a). Section 6.06(a) of the Credit
Agreement is amended and restated in its entirety as follows:
SECTION 6.06. Dividends and Distributions; Restrictions on Ability of
Subsidiaries to Pay Dividends. (a) Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any shares of its Capital Stock or
directly or indirectly redeem, purchase, retire or otherwise acquire for
value (or permit any Subsidiary to purchase or acquire) any shares of any
class of its Capital Stock or set aside any amount for any such purpose;
provided, however, that (i) any Subsidiary may declare and pay dividends or
make other pro rata distributions to the Borrower, (ii) the Borrower and
the applicable Subsidiaries may complete the Connector Purchase and the
Gilbert Purchase, (iii) prior to the completion of the Gilbert Purchase,
Gilbert may declare and pay dividends and make other distributions with
respect to its Capital Stock to Gilbert Management, (iv) the Borrower may
repurchase its common stock for aggregate consideration not in excess of
$50,000,000 for all such purchases after the date of this amended
Agreement; provided that the average purchase price per share of
repurchased common stock shall not exceed $25 and (v) if at the time
thereof and immediately after giving effect thereto no Default or Event of
Default shall have occurred and be continuing, the Borrower may repurchase
stock or options from former officers and former employees (or their legal
representatives) in the ordinary course of business in accordance with any
duly instituted stock option plan.
SECTION 2. Representations and Warranties. The Borrower represents and
warrants to each of the Lenders and the Administrative Agent that:
(i) Before and after giving effect to this Amendment, the
representations and warranties set forth in Section 3 of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(ii) Before and after giving effect to this Amendment, no Event of
Default or Default has occurred and is continuing.
SECTION 3. Condition to Effectiveness. This Amendment shall become
effective upon the date when the Agent shall have received counterparts of
this Amendment that, when taken together, bear the signatures of the
Borrower and the Required Lenders.
SECTION 4. Credit Agreement. Except as specifically stated herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract.
SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine and Moore, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and
year first written above.
OAK INDUSTRIES INC.,
by
/s/ Pamela F. Lenehan
Name: Pamela F. Lenehan
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
individually and as Agent,
by
/s/ Ann B. Kerns
Name: Ann B. Kerns
Title: Vice President
ABN AMRO BANK N.V., Boston Branch,
by: ABN AMRO North America, Inc.,
as Agent
by
/s/ Carol A. Levine
Name: Carol A. Levine
Title: Senior Vice President
by
/s/ James E. Davis
Name: James E. Davis
Title: Vice President
NATIONSBANK OF TEXAS, N.A.,
by
/s/ Brent W. Mellow
Name: Brent W. Mellow
Title: Vice President
LTCB TRUST CO.,
by
/s/ Noboru Kubota
Name: Noboru Kubota
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC -
NEW YORK BRANCH,
by
/s/ Russell M. Gibson
Name: Russell M. Gibson
Title: Vice President and Deputy
Manager
THE FIRST NATIONAL BANK OF BOSTON,
by
/s/ Christopher Francis
Name: Christopher Francis
Title:
BHF-BANK AG,
by
/s/ Linda Pace
Name: Linda Pace
Title: Senior Vice President
by
/s/ Perry Formen
Name: Perry Formen
Title: Vice President
MELLON BANK, N.A.,
by
/s/ Steven J. Wagner
Name: Steven J. Wagner
Title: Relationship Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA,
by
/s/ Mark M. Harden
Name: Mark M. Harden
Title: Vice President
FLEET NATIONAL BANK,
by
/s/ Roger C. Boucher
Name: Roger C. Boucher
Title: Vice President
