SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended October 31, 2000 Commission File Number 0-8675
OIL-DRI CORPORATION OF AMERICA
------------------------------
(Exact name of the registrant as specified in its charter)
DELAWARE 36-2048898
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 North Michigan Avenue, Suite 400
Chicago, Illinois 60611-4213
-------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
The Registrant's telephone number, including area code: (312) 321-1515
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 and (2) has been subject to such filing requirements for
at least the past 90 days.
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.
Common Stock - 5,470,435 Shares (Including 1,281,769 Treasury Shares)
Class B Stock - 1,765,083 Shares (Including 342,241 Treasury Shares)
<PAGE> 2
CONTENTS
PAGE
PART I
ITEM 1: Financial Statements And Supplementary Data................... 3 - 9
ITEM 2: Management Discussion And Analysis Of Financial Condition
And The Results Of Operations.................................. 10-12
ITEM 3: Quantitative And Qualitative Disclosures About Market
Risk.......................................................... 12
PART II
ITEM 6: Exhibits And Reports on Form 8-K.............................. 13
SIGNATURES............................................................ 14
Exhibit 10(m)(1)...................................................... 15
Exhibit 10(m)(2)..................................................... 16
<PAGE> 3
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
-----------------------
ASSETS OCTOBER 31 JULY 31
2000 2000
-----------------------
CURRENT ASSETS
<S> <C> <C>
Cash and Cash Equivalents $ 3,160 $ 1,388
Investment Securities 1,214 1,219
Accounts Receivable, less allowance of $878
and $836 at October 31 and July 31, 2000, 25,578 24,438
respectively
Inventories 17,512 16,928
Income taxes receivable 1,919 2,267
Prepaid Expenses 7,974 7,719
--------- ---------
TOTAL CURRENT ASSETS 57,357 53,959
--------- ---------
PROPERTY, PLANT AND EQUIPMENT - AT COST
Cost 137,106 135,645
Less Accumulated Depreciation and Amortization (78,057) (76,033)
--------- ---------
TOTAL PROPERTY, PLANT AND 59,049 59,612
EQUIPMENT, NET --------- ---------
OTHER ASSETS
Goodwill & Intangibles, net of accumulated
amortization of $3,046 and $2,664 at
October 31 and July 31, 2000, respectively 10,286 10,324
Deferred Income Taxes 2,606 2,606
Other 6,407 6,343
--------- ---------
TOTAL OTHER ASSETS 19,299 19,273
--------- ---------
TOTAL ASSETS $ 135,705 $ 132,844
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 4
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
------------------------
LIABILITIES & STOCKHOLDERS' EQUITY OCTOBER 31 JULY 31
2000 2000
------------------------
CURRENT LIABILITIES
<S> <C> <C>
Current Maturities of Notes Payable $ 2,250 $ 1,750
Accounts Payable 5,002 4,804
Dividends Payable 473 473
Accrued Expenses 10,321 8,057
--------- ---------
TOTAL CURRENT LIABILITIES 18,046 15,084
--------- ---------
NONCURRENT LIABILITIES
Notes Payable 39,707 39,434
Deferred Compensation 2,763 3,112
Other 2,313 2,250
--------- ---------
TOTAL NONCURRENT LIABILITIES 44,783 44,796
--------- ---------
TOTAL LIABILITIES 62,829 59,880
--------- ---------
STOCKHOLDERS' EQUITY
Common Stock, par value $.10 per share, issued
5,470,435 shares at October 31 and July
31, 2000 547 547
Class B Stock, par value $.10 per share, issued
1,765,083 shares at October 31 and July
31, 2000 177 177
Additional Paid-In Capital 7,687 7,698
Retained Earnings 90,717 90,757
Restricted Unearned Stock Compensation (24) (10)
Cumulative Translation Adjustment (1,363) (1,310)
-------- ---------
97,741 97,859
Less Treasury Stock, at cost (1,281,769
Common shares and 342,241 Class B shares
at October 31 and 1,283,769 Common shares
and 342,241 Class B shares at October 31
and 1,283,769 Common shares and 342,241
Class B shares at July 31, 2000) (24,865) (24,895)
TOTAL STOCKHOLDERS' EQUITY 72,876 72,964
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 135,705 $ 132,844
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 5
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------
FOR THE THREE MONTHS ENDED
OCTOBER 31
--------------------------
2000 1999
(RESTATED)
-------------------------
<S> <C> <C>
NET SALES $ 43,349 $ 44,549
Cost Of Sales 31,712 30,969
-------- --------
GROSS PROFIT 11,637 13,580
Selling, General And Administrative Expenses 10,225 10,767
-------- --------
INCOME FROM OPERATIONS 1,412 2,813
OTHER INCOME (EXPENSE)
Interest Expense (769) (795)
Interest Income 44 61
Other, Net (105) 4
-------- --------
TOTAL OTHER EXPENSE, NET (830) (730)
-------- --------
INCOME BEFORE INCOME TAXES 582 2,083
Income Taxes 149 604
-------- --------
NET INCOME 433 1,479
RETAINED EARNINGS
Balance at Beginning of Year 90,757 90,430
Less Cash Dividends Declared 473 481
-------- --------
RETAINED EARNINGS - OCTOBER 31 $ 90,717 $ 91,428
======== ========
NET INCOME PER SHARE
BASIC $ 0.08 $ 0.26
======== ========
DILUTIVE $ 0.08 $ 0.25
======== ========
AVERAGE SHARES OUTSTANDING
BASIC 5,610 5,721
======== ========
DILUTIVE 5,613 5,896
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 6
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------
FOR THE THREE MONTHS ENDED
OCTOBER 31
--------------------------
2000 1999
(RESTATED)
--------------------------
<S> <C> <C>
NET INCOME $ 433 $ 1,479
OTHER COMPREHENSIVE INCOME:
Cumulative Translation Adjustments (53) (10)
------- --------
TOTAL COMPREHENSIVE INCOME $ 380 $ 1,469
======= ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 7
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------
FOR THE THREE MONTHS ENDED
OCTOBER 31
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES 2000 1999
--------------------------------------- (RESTATED)
--------------------------
<S> <C> <C>
NET INCOME $ 433 $ 1,479
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 2,262 2,228
Provision for bad debts 40 41
(Increase) Decrease in:
Accounts Receivable (1,180) (1,107)
Inventories (584) (1,225)
Prepaid Expenses and Taxes 92 67
Deferred Income Taxes -- 4
Other Assets (200) (136)
Increase (Decrease) in:
Accounts Payable 198 58
Accrued Expenses 2,264 (2,343)
Deferred Compensation (349) (44)
Other 63 89
------- --------
TOTAL ADJUSTMENTS 2,606 (2,368)
------- --------
NET CASH PROVIDED BY (USED IN) OPERATING Activities 3,039 (889)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (1,559) (1,908)
Proceeds from sale of property, plant and equipment 5 --
Purchases of Investment Securities (687) (583)
Dispositions of Investment Securities 692 548
Other 4 8
------- --------
NET CASH USED IN INVESTING ACTIVITIES (1,545) (1,935)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long-Term Debt (7) --
Proceeds from Issuance of Long-Term Debt 780 --
Dividends Paid (473) (484)
Purchases of Treasury Stock -- (159)
Other (22) (32)
------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 278 (675)
------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,772 (3,499)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,388 4,362
------- --------
CASH AND CASH EQUIVALENTS, OCTOBER 31 $ 3,160 $ 863
======= ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 8
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF STATEMENT PRESENTATION
The financial statements and the related notes are condensed and should be read
in conjunction with the consolidated financial statements and related notes for
the year ended July 31, 2000, included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission.
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany transactions are eliminated.
The unaudited financial information reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of the statements
contained herein.
Certain items in prior year financial statements have been reclassified to
conform to the presentation used in fiscal 2001.
2. RESTATEMENT
On July 24, 2000 Oil-Dri Corporation of America filed a report on Form 8-K with
the Securities and Exchange Commission which disclosed that reported financial
results for each of the first three quarters of its fiscal year ending July 31,
2000 would be restated. The filing reported that a review of trade spending in
the Consumer Products segment showed that the Company's accruals for marketing
expenses should be increased. The restatement had the effect of decreasing
income before tax by $350,000, net income by $248,000, and basic and diluted net
income per share by $0.04 for the three months ended October 31, 1999. At
October 31, 1999, the restatement increased accrued expenses, net of the related
income tax reduction, by $248,000 and decreased retained earnings by $248,000.
3. INVENTORIES
The composition of inventories is as follows (in thousands):
<TABLE>
<CAPTION>
-------------------------
OCTOBER 31 JULY 31
(UNAUDITED) (AUDITED)
-------------------------
2000 2000
-------------------------
<S> <C> <C>
Finished goods $10,237 $10,251
Packaging 5,464 5,273
Other 1,811 1,404
------- -------
$17,512 $16,928
======= =======
</TABLE>
Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method.
<PAGE> 9
4. NEW ACCOUNTING STANDARDS
In June, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires companies to
recognize all derivatives as assets or liabilities measured at their fair value.
The accounting for changes in the fair value of a derivative depends on the
intended use of the derivative and whether it qualifies for hedge accounting.
Implementation of this statement, which was adopted October 31, 2000, did not
have a material financial statement impact.
5. SEGMENT REPORTING
The Company has four reportable operating segments: Consumer Products Group,
Specialty Products Group, Crop Production and Horticultural Products Group, and
Industrial and Automotive Products Group. These segments are managed separately
because each business has different economic characteristics. The Specialty
Products Group was previously described as Fluids Purification Products, and the
Crop Production and Horticultural Products Group was described as Agricultural
Products. In addition, certain businesses were transferred between Crop
Production and Horticultural Products Group and Specialty Products Group as
described below.
The accounting policies of the segments are the same as those described in Note
1 of the Company's Annual Report for the year ended July 31, 2000 on Form 10-K
filed with the Securities and Exchange Commission.
Because management does not rely on segment asset allocation, information
regarding segment assets is not meaningful and therefore is not reported.
<TABLE>
<CAPTION>
Quarter Ended October 31
-------------------------------------
Net Sales Operating Income
-------------------------------------
2000 1999 2000 1999
(restated)
------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C>
Consumer Products Group.............. $28,267 $29,243 $ 2,746 $ 4,481
Specialty Products Group............. 6,472* 7,257* 1,174* 1,449*
Crop Production and Horticultural
Products Group..................... 3,726* 3,449* 394* 364*
Industrial and Automotive Products
Group.............................. 4,884 4,600 194 281
-------- ------- ------- -------
TOTAL SALES/OPERATING INCOME......... $43,349 $44,549 $ 4,508 $ 6,575
======== ======= ------- -------
Less:
Corporate Expenses.................................... 3,200 3,758
Interest Expense, net of Interest Income.............. 726 734
------- -------
INCOME BEFORE INCOME Taxes.............................. 582 2,083
------- -------
Income Taxes............................................ 149 604
------- -------
NET INCOME.............................................. $ 433 $ 1,479
======= =======
</TABLE>
* Includes reclassification of animal health & nutrition products from the Crop
Production and Horticultural Products Group to the Specialty Products Group
to take advantage of international opportunities and spread the
time-intensive burden of new product and market development between the
business units.
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 2000 COMPARED TO
THREE MONTHS ENDED OCTOBER 31, 1999
RESULTS OF OPERATIONS
Consolidated net sales for the first quarter of fiscal 2001 were $43,349,000, a
decrease of 2.7% from net sales of $44,549,000 in the first quarter of fiscal
2000. Net income for the first quarter of fiscal 2001 was $433,000, a decrease
of 70.7% from $1,479,000 earned in the first quarter of fiscal 2000. Basic and
diluted net income per share for the first quarter of fiscal 2001 was $0.08
versus $0.26 basic net income per share and $0.25 diluted net income per share
earned in the first quarter of fiscal 2000.
Net sales of the Consumer Products segment for the first quarter of fiscal 2001
were $28,267,000, a decrease of 3.3% from net sales of $29,243,000 in the first
quarter of fiscal 2000 due to reduced distribution and sales of paper cat
litter items. The Consumer Products Group's operating income decreased 38.7%
from $4,481,000 in the first quarter of fiscal 2000 to $2,746,000 in the first
quarter of fiscal 2001 due to a reduction of gross profit in the non-grocery and
co-packaging group. The reduction of gross profit was caused by unfavorable
product mix in non-grocery and reduced sales in the co-packaging group. Also,
fuel costs had a negative impact on the entire Consumer Products Group's income.
Net sales of the Specialty Products Group segment for the first quarter of
fiscal 2001 were $6,472,000, a decrease of 10.8% from net sales of $7,257,000 in
the first quarter of fiscal 2000. Specialty Products Group's operating income
decreased 19.0% from $1,449,000 in the first quarter of fiscal 2000 to
$1,174,000 in the first quarter of fiscal 2001 due to selected price reductions,
increased fuel costs and unfavorable foreign exchange fluctuations. Fiscal year
2000 net sales and operating income reflect a reclassification of $854,000 and
$138,000 respectively for certain products and customers from the Crop
Production and Horticultural Products segment to the Specialty Products Group
segment.
Net sales of the Crop Production and Horticultural Products segment for the
first quarter of fiscal 2001 were $3,726,000, an increase of 8.0% from net sales
of $3,449,000 in the first quarter of fiscal 2000, led primarily by an increase
in PRO'S CHOICE(R) sports field products. Crop Production and Horticultural
Products' operating income increased 8.2% from $364,000 in the first quarter of
fiscal 2000 to $394,000 in the first quarter of fiscal 2001.
Net sales of the Industrial and Automotive Products segment for the first
quarter of fiscal 2001 were $4,884,000, an increase of 6.2% from net sales of
$4,600,000 in the first quarter of fiscal 2000 due to increased sales volume of
both clay and non-clay products. Industrial and Automotive Products' operating
income decreased 31.0% from $281,000 in the first quarter of fiscal 2000 to
$194,000 in the first quarter of fiscal 2001 due to increased fuel costs.
Consolidated gross profit as a percentage of net sales for the first quarter of
fiscal 2001 decreased to 26.8% from 30.5% in the first quarter of fiscal 2000
due to an increase in the cost of fuel to operate our manufacturing plants and
distribution processes.
<PAGE> 11
Operating expenses as a percentage of net sales for the first quarter of fiscal
2001 decreased to 23.6% from 24.2% in the first quarter of fiscal 2000 due to a
reduction in corporate expenses, largely attributable to a $300,000 payout
waiver by Richard Jaffee upon his retirement. Mr. Jaffee has entered into a five
year consulting agreement under which Mr. Jaffee will be paid an annual
consulting fee. Also, a supplemental pension benefit will be paid to Mr. Jaffee
beginning February 1, 2006.
Interest expense and interest income for the first quarter of fiscal 2001 were
unchanged from fiscal 2000 levels.
The Company's effective tax rate was 25.6% of pre-tax income in the first
quarter of fiscal 2001 versus 29.0% in the first quarter of fiscal 2000. The
rate change was due to the Company's lower profit level.
Total assets of the Company increased $2,861,000 or 2.2% during the first
quarter of fiscal 2001. Current assets increased $3,398,000 or 6.3% from fiscal
2000 year-end balances primarily due to increased cash and cash equivalents,
inventories and accounts receivable. Property, plant and equipment, net of
accumulated depreciation, decreased $563,000 or 0.9% during the first quarter as
depreciation expense exceeded capital expenditures.
Total liabilities increased $2,949,000 or 4.9% during the first quarter of
fiscal 2001. Current liabilities increased $2,962,000 or 19.6% from fiscal 2000
year-end balances due to increases in interest, trade promotions and advertising
and current debt maturities.
EXPECTATIONS
The Company anticipates that second quarter sales will outpace those of the same
quarter a year ago. The Company is optimistic that during the next three months,
which have traditionally been a busy period, our focus on increasing the quality
and productivity of our processes will contribute to profitability in both the
next quarter and over the long term. To recover the cost of fuel, the Company is
implementing an energy cost surcharge on some of our customers and increased
pricing on other customers to recoup the higher costs. The Company anticipates
that the energy surcharge will go into effect in the middle of the second
quarter.
Fluctuations in natural gas and other fuel prices will continue to have a very
significant impact on the Company's earnings. The difficulty in anticipating
future energy prices makes it difficult to forecast the Company's fully diluted
earnings per share beyond a broad range of $0.30 to $0.67 for the fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
The current ratio decreased to 3.2 at October 31, 2000 from 3.6 at July 31,
2000. Working capital increased $436,000 during the first quarter of fiscal 2001
to $39,311,000 primarily due to higher cash and cash equivalents, receivables
and inventories, offset by higher accrued expenses. During the first quarter of
fiscal 2001, the balances of cash, cash equivalents and investment securities
increased $1,767,000. Cash provided by operating activities was used to fund
capital expenditures ($1,559,000) and dividend payments ($473,000). Total cash
<PAGE> 12
and investment balances held by the Company's foreign subsidiaries at October
31, 2000 and July 31, 2000 were $2,845,000 and $2,366,000, respectively.
The Company has received a waiver for the quarter ended October 31, 2000 from
Teachers Insurance and Annuity Association and Cigna Investments, Inc. related
to the fixed charge coverage ratio as contained in the Note Purchase Agreement
dated as of April 15, 1998.
FOREIGN OPERATIONS
Net sales by the Company's foreign subsidiaries during the first quarter of
fiscal 2001 were $3,149,000 or 7.3% of total Company sales. This represents a
decrease of 12.7% from the first quarter of fiscal 2000 in which foreign
subsidiary sales were $3,609,000 or 8.1% of total Company sales. The decrease is
due to price reductions caused by the strong dollar as compared to the Euro and
the loss of a major bleaching clay customer in the United Kingdom. Net income of
the foreign subsidiaries for the first quarter of fiscal 2001 was a loss of
$184,000, which was a reduction from the $246,000 profit earned in the first
quarter of fiscal 2000. This loss was driven by the pricing and customer loss
stated above. Identifiable assets of the Company's foreign subsidiaries as of
October 31, 2000 were $10,509,000, an increase of 4.2% from $10,083,000 as of
July 31, 2000. The increase is primarily due to increased cash and cash
equivalents.
FORWARD-LOOKING STATEMENTS
Certain statements in this report, including, but not limited to, those under
the heading "Expectations" and those statements elsewhere in this report that
use forward-looking terminology such as "expect," "would," "could," "should,"
"estimates," and "believes" are "forward-looking statements" within the meaning
of that term in the Securities Exchange Act of 1934, as amended. Actual results
may differ materially from those reflected in these forward-looking statements,
due primarily to continued vigorous competition in the grocery, mass
merchandiser and club markets, the level of increases in energy prices and the
level of success in implementing price increases and energy surcharges. These
forward-looking statements also involve the risk of changes in market conditions
in the overall economy and, for the fluids purification and agricultural
markets, in planting activity, crop quality, crop prices and overall
agricultural demand, including export demand, foreign exchange rate
fluctuations. Other factors affecting these forward-looking statements may be
detailed from time to time in reports filed with the Securities and Exchange
Commission.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company did not have any derivative financial instruments as of October 31,
2000. However, the Company is exposed to interest rate risk. The Company employs
policies and procedures to manage its exposure to changes in the market risk of
its cash equivalents and short term investments. The Company believes that the
market risk arising from holdings of its financial instruments is not material.
<PAGE> 13
PART II - OTHER INFORMATION
6. (a)EXHIBITS: The following documents are an exhibit to this report.
<TABLE>
<CAPTION>
Exhibit
Index
--------
<S> <C> <C>
Exhibit Letter dated November 8, 2000 from 15
10(m)(1) Teachers Insurance and Annuity
Association waiving any Event of Default
for the quarter ended October 31,
2000 under the Note Purchase Agreement
resulting from the Company's violation,
if any, of Section 10.1 of the Note
Purchase Agreement for the period.
Exhibit Letter dated November 9, 2000 from CIGNA 16
10(m)(2) Investment Management waiving any Event
of Default for the quarter ended October
31, 2000 under the Note Purchase Agreement
resulting from the Company's violation,
if any, of Section 10.1 of the Note
Purchase Agreement.
Exhibit 11: Statement Re: Computation of per share 17
earnings
Exhibit 27: Financial Data Schedule 18
</TABLE>
<PAGE> 14
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.
OIL-DRI CORPORATION OF AMERICA
(Registrant)
BY /S/JEFFREY M. LIBERT
----------------------------
Jeffrey M. Libert
Chief Financial Officer
BY /S/DANIEL S. JAFFEE
----------------------------
Daniel S. Jaffee
President and Chief Executive Officer
Dated: December 15, 2000
