MAXIM INTEGRATED PRODUCTS INC
10-Q, 2000-11-07
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(MARK ONE)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 23, 2000

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        FOR THE TRANSITION PERIOD FROM _________ TO _________

                           COMMISSION FILE NO. 0-16538

                         MAXIM INTEGRATED PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                            94-2896096
(State or Other Jurisdiction of                      (I.R.S. Employer I.D. No.)
Incorporation or Organization)

       120 SAN GABRIEL DRIVE,
           SUNNYVALE, CA                                         94086
(Address of Principal Executives Offices)                      (Zip Code)

               Registrant's Telephone Number, Including Area Code:
                                 (408) 737-7600

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 the past 90 days:

                                  YES [X] NO[ ]


         CLASS: COMMON STOCK,             OUTSTANDING AT OCTOBER 20, 2000
              $.001 PAR VALUE                   284,211,181 SHARES


<PAGE>   2

                         MAXIM INTEGRATED PRODUCTS, INC.

                                     INDEX


<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                              <C>
PART I. FINANCIAL INFORMATION

        ITEM 1. Financial Statements

                Consolidated Balance Sheets                                         3
                    As of September 23, 2000 and June 24, 2000

                Consolidated Statements of Income                                   4
                    for the three months ended
                    September 23, 2000 and September 25, 1999

                Consolidated Statements of Cash Flows                               5
                    for the three months ended September 23,
                    2000 and September 25, 1999

                Notes to Consolidated Financial Statements                          6-9

        ITEM 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                      10-12

        ITEM 3. Quantitative and Qualitative Disclosures About                      13
                 Market Risk

PART II. OTHER INFORMATION

        ITEM 6. Exhibits and Reports on Form 8-K                                    13

SIGNATURES                                                                          14
</TABLE>




                                                                              2
<PAGE>   3

                           CONSOLIDATED BALANCE SHEETS

                         MAXIM INTEGRATED PRODUCTS, INC.



<TABLE>
<CAPTION>
                                                              September 23,      June 24,
                                                                 2000              2000
                                                              -----------      -----------
(Amounts in thousands)                                        (unaudited)
<S>                                                          <C>               <C>
ASSETS

Current assets:
  Cash and cash equivalents                                   $    50,742      $    53,057
  Short-term investments                                          661,967          587,889
                                                              -----------      -----------
   Total cash, cash equivalents and short-term
     investments                                                  712,709          640,946
                                                              -----------      -----------
  Accounts receivable, net                                        144,481          147,184
  Inventories                                                      64,040           58,593
  Deferred tax assets                                              54,392           67,500
  Income tax refund receivable                                      6,500            5,186
  Other current assets                                              4,404           12,010
                                                              -----------      -----------
     Total current assets                                         986,526          931,419
                                                              -----------      -----------
Property, plant and equipment, at cost, less
   accumulated depreciation                                       429,033          411,342
Other assets                                                        5,666            7,022
                                                              -----------      -----------
TOTAL ASSETS                                                  $ 1,421,225      $ 1,349,783
                                                              ===========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                            $    59,741      $    54,318
  Income taxes payable                                             10,108            9,503
  Accrued salaries                                                 49,312           41,450
  Accrued expenses                                                 67,080           86,256
  Deferred income on shipments to distributors                     22,218           16,924
                                                              -----------      -----------
     Total current liabilities                                    208,459          208,451
                                                              -----------      -----------
Other liabilities                                                   4,000            4,000
Deferred tax liabilities                                           19,500           19,500
                                                              -----------      -----------
     Total liabilities                                            231,959          231,951
                                                              -----------      -----------
Stockholders' equity:
  Common stock                                                        285              283
  Additional paid-in capital                                       68,523           90,364
  Retained earnings                                             1,121,928        1,028,655
  Accumulated other comprehensive income                           (1,470)          (1,470)
                                                              -----------      -----------
     Total stockholders' equity                                 1,189,266        1,117,832
                                                              -----------      -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                      $ 1,421,225      $ 1,349,783
                                                              ===========      ===========
</TABLE>



  See accompanying Notes to Consolidated Financial Statements.


                                                                              3
<PAGE>   4

                        CONSOLIDATED STATEMENTS OF INCOME

                         MAXIM INTEGRATED PRODUCTS, INC.




<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                               ---------------------------------
(Unaudited)                                                    September 23,       September 25,
(Amounts in thousands,                                             2000                1999
except per share data)                                         -------------       -------------
<S>                                                              <C>                 <C>
Net revenues                                                     $285,095            $180,046
Cost of goods sold                                                 84,021              54,482
                                                                 --------            --------
    Gross margin                                                  201,074             125,564
                                                                 --------            --------
Operating expenses:
  Research and development                                         46,656              28,309
  Selling, general and
    administrative                                                 23,051              15,295
                                                                 --------            --------
    Total operating expenses                                       69,707              43,604
                                                                 --------            --------
    Operating income                                              131,367              81,960
Interest income and other, net                                      9,956               6,455
                                                                 --------            --------
    Income before provision for
      income taxes                                                141,323              88,415
Provision for income taxes                                         48,050              30,061
                                                                 --------            --------
    Net income                                                   $ 93,273            $ 58,354
                                                                 ========            ========
Earnings per share:
    Basic                                                        $   0.33            $   0.21
    Diluted                                                      $   0.29            $   0.19
                                                                 ========            ========
Shares used in the calculation of earnings per share:
    Basic                                                         283,601             273,586
    Diluted                                                       322,675             313,886
                                                                 ========            ========
</TABLE>



See accompanying Notes to Consolidated Financial Statements.


                                                                              4
<PAGE>   5

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         MAXIM INTEGRATED PRODUCTS, INC.



<TABLE>
<CAPTION>
                                                                      For the three months ended
                                                                  -----------------------------------
(Unaudited)                                                       September 23,         September 25,
(Amounts in thousands)                                                2000                   1999
Increase (decrease) in cash and cash equivalents                  -------------         -------------
<S>                                                                <C>                   <C>
Cash flows from operating activities:
Net income                                                         $  93,273             $  58,354
Adjustments to reconcile net income to net cash
 Provided by operating activities:
   Depreciation, amortization and other                                6,931                 4,804
   Reduction of equipment value                                       16,665                 2,500
   Changes in assets and liabilities:
     Accounts receivable                                               2,703               (13,744)
     Inventories                                                      (5,447)                  428
     Deferred taxes                                                   13,108                    --
     Income tax refund receivable                                     (1,314)               12,483
     Other current assets                                              7,606                   189
     Accounts payable                                                  5,423                 2,920
     Income taxes payable                                             46,045                27,634
     Deferred income on shipments to distributors                      5,294                  (422)
     All other accrued liabilities                                   (11,314)               22,407
                                                                   ---------             ---------
Net cash provided by operating activities                            178,973               117,553
                                                                   ---------             ---------
Cash flows from investing activities:
   Additions to property, plant and equipment                        (41,287)              (34,180)
   Other assets                                                        1,356                  (775)
   Purchases of available-for-sale securities                       (148,319)              (81,397)
   Proceeds from sales/maturities of available-for-sale
     securities                                                       74,241                44,871
                                                                   ---------             ---------
Net cash used in investing activities                               (114,009)              (71,481)
                                                                   ---------             ---------
Cash flows from financing activities:
   Issuance of common stock                                           28,197                18,182
   Repurchase of common stock                                        (95,476)              (36,214)
                                                                   ---------             ---------
Net cash used in financing activities                                (67,279)              (18,032)
                                                                   ---------             ---------
Net increase (decrease) in cash and cash equivalents                  (2,315)               28,040
Cash and cash equivalents:
   Beginning of year                                                  53,057                34,126
                                                                   ---------             ---------
   End of period                                                   $  50,742             $  62,166
                                                                   =========             =========
</TABLE>



See accompanying Notes to Consolidated Financial Statements.


                                                                              5
<PAGE>   6

                         MAXIM INTEGRATED PRODUCTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: BASIS OF PRESENTATION

The unaudited consolidated financial statements included herein have been
prepared by the Company 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. In the opinion of management, all adjustments (consisting of normal
recurring items) considered necessary for a fair presentation have been
included. The results of operations for the three months ended September 23,
2000 are not necessarily indicative of the results to be expected for the entire
year. These consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Annual Report on Form 10-K for the year ended June 24, 2000.

NOTE 2: INVENTORIES

Inventories consist of (in thousands):


<TABLE>
<CAPTION>
                            September 23,           June 24,
                               2000                  2000
                            -------------           -------
                            (unaudited)
<S>                           <C>                   <C>
Raw materials                 $ 6,531               $ 5,246
Work-in-process                27,947                24,980
Finished goods                 29,562                28,367
                              -------               -------
                              $64,040               $58,593
                              =======               =======
</TABLE>




                                                                              6
<PAGE>   7

                         MAXIM INTEGRATED PRODUCTS, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)



NOTE 3: EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share
incorporates the incremental shares issuable upon the assumed exercise of stock
options and other potentially dilutive securities. The number of incremental
shares from the assumed issuance of stock options and other potentially dilutive
securities is calculated applying the treasury stock method. The following table
sets forth the computation of basic and diluted earnings per share.


<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                      ------------------------------------
                                                      September 23,          September 25,
(Amounts in thousands,                                     2000                   1999
except per share data)                                -------------          -------------
<S>                                                      <C>                    <C>
Numerator for basic earnings per share
  and diluted earnings per share
    Net income                                           $ 93,273               $ 58,354
                                                         ========               ========
Denominator for basic earnings per share                  283,601                273,586
   Effect of dilutive securities:
      Stock options and warrants                           39,074                 40,300
                                                         --------               --------

Denominator for diluted earnings per share                322,675                313,886
                                                         ========               ========
Earnings per share:
    Basic                                                $   0.33               $   0.21
    Diluted                                              $   0.29               $   0.19
                                                         ========               ========
</TABLE>



                                                                              7

<PAGE>   8

                         MAXIM INTEGRATED PRODUCTS, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


NOTE 4: SHORT-TERM INVESTMENTS

All short-term investments at September 23, 2000 are classified as
available-for-sale and consist of U.S. Treasury and Federal Agency debt
securities maturing within one year. Unrealized gains and losses, net of tax, on
securities in this category are reportable as a separate component of
stockholders' equity. Because of the short term to maturity and relative price
insensitivity to changes in market interest rates, amortized cost approximates
fair market value and no unrealized gains or losses have been recorded at
September 23, 2000. The cost of securities sold is based on the specific
identification method. Interest earned on securities is included in interest
income and other, net in the consolidated statements of income.

NOTE 5: SEGMENT INFORMATION

The Company operates and tracks its results in one operating segment. The
Company designs, develops, manufactures and markets a broad range of linear and
mixed-signal integrated circuits. The Chief Executive Officer has been
identified as the Chief Operating Decision Maker as defined by Statement of
Financial Accounting Standard No. 131 (SFAS131), "Disclosures about Segments of
an Enterprise and Related Information."

Enterprise-wide information is provided in accordance with SFAS 131.
Geographical revenue information is based on the customer's ship-to location.
Long-lived assets consist of property, plant and equipment. Property, plant and
equipment information is based on the physical location of the assets at the end
of each fiscal period.

Net revenues from unaffiliated customers by geographic region were as follows:


<TABLE>
<CAPTION>
                              For the three months ended
                          ------------------------------------
                          September 23,          September 25,
                              2000                   1999
(Amounts in thousands)    -------------          -------------
<S>                         <C>                    <C>
United States               $120,647               $ 80,138
Europe                        70,285                 40,382
Pacific Rim                   89,056                 57,042
Rest of World                  5,107                  2,484
                            --------               --------
                            $285,095               $180,046
                            --------               --------
</TABLE>

Net long-lived assets by geographic region were as follows:


<TABLE>
<CAPTION>
                          September 23,             June 24,
                              2000                   2000
(Amounts in thousands)    -------------            ---------
<S>                         <C>                    <C>
United States               $393,434               $376,819
Rest of World                 35,599                 34,523
                            --------               --------
                            $429,033               $411,342
                            --------               --------
</TABLE>




                                                                              8

<PAGE>   9

NOTE 6: STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 133 (SFAS 133),
"ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"

At the beginning of fiscal year 2001, the Company adopted SFAS 133. This
standard requires the Company to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either offset against the
change in fair value of the hedged assets, liabilities, or firm commitments
through earnings, or be recognized in other comprehensive income until the
hedged item is recognized in earnings. The change in a derivative's fair value
related to the ineffective portion of a hedge, if any, will be immediately
recognized in earnings. The Company uses foreign currency exchange contracts to
offset the effect of foreign currency exchange fluctuations from its foreign
currency revenue and does not speculate in derivatives or leverage financial
products. The effect of adopting SFAS 133 did not have a material effect on the
Company's financial position or results of operations.

NOTE 7: RECENT ACCOUNTING DEVELOPMENTS

The Securities and Exchange Commission (SEC) issued in December 1999 SEC Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 addresses the SEC's views and provides guidance in applying
generally accepted accounting principles to revenue recognition in financial
statements and must be adopted by the Company in the fourth quarter of fiscal
2001. The effect of adopting SAB 101 is not expected to have a material effect
on the Company's financial position or results of operations.



                                                                              9
<PAGE>   10


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

NET REVENUES

Net revenues for the three months ended September 23, 2000 increased 58.3% to
$285.1 million compared to $180.0 million for the same period last year. The
increase is primarily attributable to higher unit shipments resulting from
continued introduction of new proprietary products, increased market acceptance
of the Company's proprietary and second-source products, and an increase in
market demand for analog semiconductor products in general.

During the quarter, approximately 58% of net revenues were derived from
customers outside of the United States. While the majority of these sales are
denominated in US dollars, the Company enters into foreign currency forward
contracts to mitigate its risks on firm commitments and net monetary assets
denominated in foreign currencies. The impact of changes in foreign exchange
rates on revenue and the Company's results of operations for the quarter was
immaterial.

GROSS MARGIN

Gross margin was 70.5% in the three months ended September 23, 2000, compared to
69.7% for the three months ended September 25, 1999. The increase is primarily
attributable to production efficiencies obtained through economies of scale and
cost reductions. The increase in gross margin in the three month period ended
September 23, 2000 was partially offset by $14.9 million recorded to write down
the carrying value of certain manufacturing equipment to net realizable value,
increased inventory reserves, and Medicare taxes on realized gains from the
exercise of employee stock options. Due to an accounting interpretation by the
Financial Accounting Standards Board, the Company must expense these Medicare
taxes. For the three month period ended September 25,1999, these tax payments
were recorded within Stockholders' Equity as an offset against the proceeds
received from the exercise of employee stock options. During the three month
period ended September 25, 1999, the Company recorded $2.5 million to write down
the carrying value of certain manufacturing equipment to net realizable value.

RESEARCH AND DEVELOPMENT

Research and development expenses were $46.7 million and $28.3 million for the
three months ended September 23, 2000 and September 25, 1999, respectively,
which represented 16.4% and 15.7% of net revenues, respectively. The increase in
absolute dollars and as a percentage of net revenues is due primarily to
increased headcount and related employee expenses, increased wafer and mask
expenses to support new product development, $3.5 million recorded to write down
certain equipment to net realizable value, and expenses for Medicare taxes on
realized gains from the exercise of employee stock options.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses were $23.1 million and $15.3
million for the three months ended September 23, 2000 and September 25, 1999,
respectively, which represented 8.1% and 8.5% of net revenues, respectively. The
increase in selling, general and administrative expenses in absolute dollars is
due to increased headcount and related employee expenses to support the
Company's increased revenues, charges recorded for technology licensing of $3.0
million, and expenses for Medicare taxes on realized gains from the exercise of
employee stock options. During the three months ended September 25, 1999, the
Company recorded a charge of $1.5 million for technology licensing.



                                                                             10
<PAGE>   11


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONT'D)

INTEREST INCOME AND OTHER, NET

Net interest income increased to $10.0 million in the three months ended
September 23, 2000 compared to $6.5 million for the comparable period a year ago
as a result of higher levels of invested cash, cash equivalents and short-term
investments and higher average interest rates on invested amounts.

INCOME TAXES

The effective income tax rate for both the three months ended September 23, 2000
and September 25, 1999 was 34%. This rate differs from the federal statutory
rate primarily due to state income taxes and tax exempt earnings of the
Company's Foreign Sales Corporation.

OUTLOOK

Bookings on the Company were approximately $339 million in the first quarter of
fiscal 2001. This was approximately 6% below the bookings level of the fourth
quarter of fiscal 2000 but was above the Company's estimate of customer
consumption for the first quarter of the current fiscal year. Turns orders
received during the quarter were $98 million compared to the fourth quarter of
fiscal 2000 of $108 million (turns orders are customer orders that are for
delivery within the same quarter and may result in revenue within the same
quarter if the Company has available inventory that matches those orders).

First quarter ending backlog shippable within the next 12 months was
approximately $443 million, including approximately $353 million requested for
shipment in the second quarter of fiscal 2001. Last quarter, the Company
reported fourth quarter ending backlog shippable within the next 12 months of
approximately $420 million, including approximately $314 million that was
requested for shipment in the first quarter of fiscal 2001. All backlog numbers
have been adjusted to be net of cancellations and estimated future U.S.
distribution ship and debit pricing adjustments.

The Company believes bookings for the first quarter of fiscal 2001 have
moderated to a level closer to but significantly above estimated end market
consumption for Maxim's products. Because the Company's backlog of orders at any
point is not necessarily based on firm, noncancelable orders and because the
Company's customers do in fact routinely cancel orders for their own convenience
with little notice, backlog has limited value as a predictor of future revenues.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of funds for the first three months of fiscal 2000
were from net cash generated from operating activities of $179.0 million, and
proceeds from the issuance of common stock of $28.2 million associated with the
Company's stock option programs.

The principal uses of funds were the repurchase of $95.5 million of common
stock, the purchase of $41.3 million in property, plant and equipment and $74.1
million of net investment activities. The Company believes that it possesses
sufficient liquidity and capital resources to fund these purchases and its
operations for the next twelve months.

It has been the Company's policy to reduce the dilution effect from stock
options by repurchasing its common stock from time to time in amounts based on
estimates of proceeds from stock option exercises and of tax benefits related


                                                                             11
<PAGE>   12


to such exercises. The Company plans to continue this policy although, at
management's discretion, it may repurchase its common stock in amounts
significantly in excess of or below such estimates.

FORWARD-LOOKING INFORMATION

This Report on Form 10-Q contains forward-looking statements, including
statements regarding or implicating the Company's expectations, intentions,
plans, goals and hopes regarding the future. Such statements include, among
others, statements regarding bookings, bookings growth, forecasted demand,
shipments, turns orders, capital spending, the sufficiency of capital resources
and liquidity, the Company's stock repurchase policy and end market consumption
of the Company's products. Forward-looking statements in this report, including
this Management's Discussion and Analysis section, involve risk and uncertainty.
There are numerous factors that could cause the Company's actual results to
differ materially from results predicted or implied in this report. Such factors
include whether, and the extent to which, demand for the Company's products
increases and reflects real end-user demand; whether customer cancellations and
delays of outstanding orders increase; whether the Company is able to
manufacture in a correct mix to respond to orders on hand and new orders
received in the future; whether the Company is able to achieve its new product
development and introduction goals, including, without limitation, goals for
recruiting, retaining, training, and motivating engineers, particularly design
engineers, and goals for conceiving and introducing timely new products that are
well received in the marketplace; whether the Company is able to effectively and
successfully expand manufacturing operations to meet increased demand for the
Company's products; and whether the Company is able to successfully
commercialize its new technologies, such as its next-generation high-frequency
technologies, that it has been investing in by designing and introducing new
products based on these new technologies.

Other important factors that could cause actual results to differ materially
from those predicted or implied in this report include overall worldwide
economic conditions; demand for electronic products and semiconductors
generally; demand for the end-user products for which the Company's
semiconductors are suited; possible effects of capacity constraints affecting
other suppliers to equipment manufacturers; timely availability of raw
materials, equipment, supplies and services; unanticipated manufacturing
problems; technological and product development risks; competitors that may
outperform the Company; and other risk factors described in the Company's
filings with the Securities and Exchange Commission and in particular its report
on Form 10-K for the year ended June 24, 2000.

All forward-looking statements included in this document are made as of the date
hereof, based on the information available to the Company as of the date hereof,
and the Company assumes no obligation to update any forward-looking statement,
whether as a result of new information relating to existing conditions, future
events or otherwise.


                                                                             12

<PAGE>   13

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market risk has not changed significantly from the risks disclosed
in Item 7A of the Company's Annual Report on Form 10-K for the year ended June
24, 2000.

PART II. OTHER INFORMATION

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits

           3.4  Bylaws of the Registrant as amended (Amended on
                August 17, 2000).

           27.1 Financial Data Schedule.

           (b) No Reports on Form 8-K were filed during the quarter ended
           September 23, 2000.

ITEMS 1, 2, 3, 4  AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE.





                                                                             13
<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.


NOVEMBER 7, 2000                           MAXIM INTEGRATED PRODUCTS, INC.
----------------                           -------------------------------
   (Date)                                         (Registrant)




                                           /s/ Carl W. Jasper
                                           ------------------------------------
                                           CARL W. JASPER
                                           Vice President and
                                           Chief Financial Officer
                                           (For the Registrant and as Principal
                                           Financial Officer)




                                           /s/ Sharon E. Smith-Lenox
                                           ------------------------------------
                                           SHARON E. SMITH-LENOX
                                           Corporate Controller
                                           (Principal Accounting Officer)





                                                                              14


<PAGE>   15


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibits                                Description
--------                                -----------
<S>          <C>
3.4           Bylaws of the Registrant as amended (Amended on August 17, 2000).

27.1          Financial Data Schedule.
</TABLE>





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