UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER: 0-21077
INTERLINK COMPUTER SCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2990567
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
47370 FREMONT BOULEVARD
FREMONT, CA 94538
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
510-657-9800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing sale price of the Common Stock on August 31,
1997, as reported on the Nasdaq National Market was approximately $48.7 million.
Shares of Common Stock held by each current executive officer and director and
by each person who is known by the Company to own 5% or more of the outstanding
Common Stock have been excluded from this computation in that such persons may
be deemed to be affiliates. This determination of affiliate status is not a
conclusive determination for other purposes.
The number of shares outstanding of the registrant's common stock, par value
$.001 per share, as of August 31, 1997, was 7,565,097.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
EXPLANATORY NOTE
This Report on Form 10-K/A is being filed to amend all the items in Part III of
the Report on Form 10-K filed by the Registrant on September 29, 1997, to comply
with instruction G (3) to the Form 10-K which allows for an amendment thereto by
October 28, 1997 if a definitive proxy statement is not filed with the
Commission by such date.
<PAGE>
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
The names, ages and positions of the Company's executive officers as of June 30,
1997 are as follows:
<CAPTION>
OFFICE
HELD
NAME AGE CURRENT POSITION WITH COMPANY SINCE
---- ---- ----------------------------- -----
<S> <C> <C> <C>
Ronald W. Braniff (1).............. 61 Interim Chief Executive Officer and Director 1997
Augustus J. Berkeley (1)........... 50 Vice President of Worldwide Sales 1995
Barbara A. Booth................... 41 Vice President of Research and Development 1992
and Customer Support
D. Benedict Dulley................. 53 Vice President of the HARBOR Division and Director 1995
Gloria M. Purdy (2)................ 49 Vice President, Chief Financial Officer and Secretary 1992
Michael J. Satterwhite............. 41 Vice President of Human Resources 1996
Christopher A. Markle.............. 40 Vice President of Strategic Marketing 1996
Thomas H. Bredt.................... 56 Chairman of the Board of Directors 1990
Andrew J. Fillat................... 49 Director 1994
<FN>
(1) Mr. Braniff resigned his position as Interim Chief Executive Officer on
September 29, 1997 when Augustus J. Berkeley was named President and Chief
Executive Officer.
(2) Ms. Purdy resigned her position as Vice President, Chief Financial Officer
and Secretary on October 17, 1997 but is expected to remain with the
Company until December 31, 1997.
</FN>
</TABLE>
Ronald W. Braniff has served as Interim Chief Executive Officer from May 1997 to
September 30, 1997 and as a member of the Board of Directors since March 1993.
Mr. Braniff is a private investor and software business consultant. He also
serves as a director of Apsylog Inc., an application software company, Consensys
Software Inc., an applications software company, and DB Star Inc., a systems
development tools software company. Mr. Braniff served as President and Chief
Executive Officer of ASK Computer Systems, a computer systems company from 1984
to 1989. From 1966 to 1984 he was employed by Tymshare, a networking company,
and held the position of Vice President and General Manager of the Computer
Systems Division. Mr. Braniff holds a B.S.M.E. from Oregon State University.
Augustus J. Berkeley served as Vice President of Worldwide Sales from January
1996 to September 1997. He also served as Vice President of North American Sales
from January 1995 to December 1995. From March 1993 to January 1995, he served
as Vice President of Sales and Marketing at CRAY Research Superserver Inc., a
computer systems company. From May 1990 to January 1993, Mr. Berkeley served as
Vice President of Marketing at Sequoia Systems, Inc., a computer systems
company. Mr. Berkeley holds a B.S. in Economics and Finance from the University
of Southwestern Louisiana.
Barbara A. Booth served as Vice President of Research and Development from
December 1992 to October 1994 and has served as Vice President of Research and
Development and Customer Support from February 1996 to the present. From
September 1995 to February 1996, Ms. Booth was a business development consultant
for Inter-Island Systems Development & Integration. Ms. Booth co- founded and
served as Vice President of Technology for Viewpoint System Software, Inc., a
client/server tools company, from June 1988 until September 1992. Ms. Booth
holds a B.A. in Mathematics from the University of California at Berkeley.
<PAGE>
D. Benedict Dully has served as Vice President of the HARBOR Division since the
acquisition of New Era in December 1995 and as a member of the Board of
Directors since January 1996. From August 1988 to December 1995, he served as
President and Chief Executive Officer of New Era, now a wholly-owned subsidiary
of the Company. Mr. Dully holds a B.S. in Mathematics from the University of
Nottingham in the United Kingdom.
Gloria M. Purdy has served as Vice President, Chief Financial Officer and
Secretary from June 1992 to January 1994 and January 1996 to the present. Ms.
Purdy also served as Vice President of International Operations from February
1994 to September 1995 and Vice President of Business Development from October
1995 to January 1996. She served as Chief Financial Officer for Viewpoint System
Software, Inc., a client/server tools company, from 1990 to 1992. Ms. Purdy
holds a B.S. in Accounting from Golden Gate University.
Michael J. Satterwhite has served as Vice President of Human Resources from
September 1996 to the present. From October 1995 to September 1996 he was
Worldwide Director of Human Resources for Software Publishing Corporation
("SPC"), a visual communications software company. From June 1993 to October
1995, Mr. Satterwhite was the Manager of Human Resources at SPC. From June 1992
to June 1993, he was Manager of Human Resources at Oracle Corporation, an
information management software company. From 1990 to June 1992, he was Manager
of recruiting and employment at International Business Machines, Inc. Mr.
Satterwhite holds a B.S. in Organization Behavior from the University of San
Francisco.
Christopher A. Markle has served as Vice President of Strategic Marketing from
December 1996 to the present. He also served as the Company's Director of
Marketing from June 1993 to December 1996 and as Director of Engineering from
April 1990 to June 1993. Mr. Markle holds a B.S. in Computer Science from the
Virginia Polytechnic Institute.
Thomas H. Bredt has served as a member of the Board of Directors since March
1990 and as Chairman of the Board of Directors since May 1992. Mr. Bredt has
been a general partner with Menlo Ventures, a venture capital firm, from April
1986 to the present. He also serves as a director and member of the Compensation
and Audit Committees of Red Brick Systems, a data warehousing company, and as a
director and member of the Compensation Committee of Clarify, Inc., an
applications software company. Mr. Bredt holds a Ph.D. in Computer Sciences from
Stanford University, an M.E.E. from New York University and a B.S. in
Engineering from the University of Michigan.
Andrew I. Fillat has served as a member of the Board of Directors since January
1994. From April 1989 to the present, Mr. Fillat has been a partner with Advent
International, a management company for several venture capital and private
equity funds, and from June 1995 to the present, he has served as Senior Vice
President with Advent International. He
<PAGE>
serves as a director and member of the Compensation and Audit Committees of
Advanced Radio Telecom, a wireless services provider company, Voxware, Inc., a
voice-compression and communications company, and Lightbridge, Inc., a services
and software provider to wireless carriers. Mr. Fillat holds a B.S. and M.S. in
Electrical Engineering and Computer Science from the Massachusetts Institute of
Technology and an M.B.A. from Harvard Graduate School of Business
Administration.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act of 1934 requires the Company's executive
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of initial ownership and
changes in ownership with the Securities and Exchange Commission ("SEC") and the
National Association of Securities Dealers, Inc. Executive officers, directors
and greater than ten percent stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that during
fiscal 1997 all executive officers and directors of the Company complied with
all applicable filing requirements.
ITEM 11: EXECUTIVE COMPENSATION
<TABLE>
The following table sets forth all compensation for services rendered in all
capacities during the fiscal year ended June 30, 1997 awarded to, earned by, or
paid to (i) the Company's Chief Executive Officer and (ii) the Company's other
most highly compensated officers whose salary and bonus for such fiscal year
exceeded $100,000 and who were serving as an officer of the Company as of the
end of such fiscal year (the "Named Executive Officers").
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ----------
COMPENSATION(1) SECURITIES
FISCAL --------------- UNDERLYING ALL OTHER
YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
------ -------- ------- ---------- ---------------
NAME AND PRINCIPAL POSITION
- - ---------------------------
<S> <C> <C> <C> <C> <C>
Charles W. Jepson (3)................. 1997 $200,000 $104,827 114,000 $3,362
Former President and Former Chief.. 1996 190,008 95,300 29,000 1,339
Executive Officer
<PAGE>
Ronald W. Braniff (4)................. 1997 31,000 -- 63,000 --
Interim Chief Executive Officer.... 1996 -- -- -- --
Augustus J. Berkeley.................. 1997 222,817 (7) 11,341 65,000 (5) 1,099
Vice President Worldwide Sales..... 1996 305,656 (8) 8,789 30,000 4,929
Gloria M. Purdy....................... 1997 160,500 67,703 30,000 1,333
Vice President, Chief Financial.... 1996 150,000 60,000 15,000 3,759
Officer and Secretary
Barbara A. Booth...................... 1997 143,640 48,691 -- 807
Vice President of Research and
Development and Customer Support
Christopher A. Markle................. 1997 118,834 21,821 22,500 (6) 619
Vice President of Strategic Marketing
<FN>
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those cases where the aggregate amount to such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total annual salary and bonus for the Named Executive
Officer for such year.
(2) Includes premiums paid by the Company on life insurance policies where the
Company was not the beneficiary, auto allowances and travel advances.
(3) Mr. Jepson resigned his executive officer and Director position on May 22,
1997 and has entered into a consulting relationship with the Company,
whereby his options will continue to vest through November 21, 1997.
(4) Mr. Braniff assumed the position of Interim Chief Executive Officer from
May 1997 to September 1997. Mr. Braniff has been compensated on a
consulting basis for the remainder of the fiscal year 1997 to present.
(5) Reflects 65,000 options that were repriced in May 1997, replacing options
that were granted in November 1996 and March 1997.
(6) Reflects 15,000 options that were repriced in May 1997, replacing options
that were granted in December 1996.
(7) Salary amount includes $72,817 of commissions.
(8) Salary amount includes $205,648 of commissions.
</FN>
</TABLE>
OPTION GRANTS IN FISCAL 1997
<TABLE>
The following table sets forth information regarding the grant of stock
options to each of the Named Executive Officers during the fiscal year ended
June 30, 1997.
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------- VALUE AT ASSUMED
NUMBER OF PERCENTAGE OF ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM(1)
NAME GRANTED FISCAL 1997 PER SHARE(3) DATE 5% 10%
- - ---- ------- ----------- ------------ ---- -- ---
<PAGE>
<S> <C> <C> <C> <C> <C> <C> <C>
Charles W. Jepson 114,000 (2) 20.0% $ 9.00 11/4/2003 $417,685 $973,384
Ronald W. Braniff 15,000 (4) 2.6% $ 10.00 8/15/2006 94,334 239,061
48,000 (5) 8.4% $ 7.25 5/23/2004 141,671 330,154
Gloria M. Purdy 30,000 (2) 5.3% $ 9.00 11/4/2003 109,917 256,154
August J. Berkeley 23,000 (2)(6) 4.0% $ 8.13 5/2/2004 76,077 177,292
42,000 (2)(7) 7.4% $ 8.13 5/2/2004 138,923 323,750
Christopher A. Markle 7,500 (2) 1.3% $ 9.00 11/4/2003 27,479 64,038
15,000 (2)(8) 2.6% $ 8.13 5/2/2004 49,615 115,625
<FN>
(1) This column shows the hypothetical gains or "option spreads" of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full seven-year term of the options. The 5% and 10% assumed
rates of appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future Common Stock prices. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise of the option or the sale of the
underlying shares. The actual gains, if any, on the exercise of stock
options will depend on the future performance of the Common Stock, the
option holder's continued employment through the option period, and the
date on which the options are exercised.
(2) Options vest as of 9/48th of the option shares after nine months from the
vesting commencement date and as to 1/48th of the option shares each month
thereafter, with full vesting occurring on the fourth anniversary of the
vesting commencement date.
(3) Options were granted at an exercise price equal to the fair market value of
the Company's Common Stock. Exercise price may be paid in cash, promissory
note, by delivery of already-owned shares subject to certain conditions, or
pursuant to a cashless exercise procedure under which the optionee provides
irrevocable instructions to a brokerage firm to sell the purchased shares
and to remit to the Company, out of the sale proceeds, an amount equal to
the exercise price plus all applicable withholding taxes.
(4) Option was granted under the 1996 Director option plan at an exercise price
equal to the fair market value of the Company's Common Stock on the date of
grant. Options vest as to 1/48th of the option shares each month, with full
vesting occurring on the fourth anniversary of the vesting commencement
date. These options expire ten years from the date of grant.
(5) Option was granted under a consulting agreement between Mr. Braniff and the
Company, whereby Mr. Braniff was to act as Interim Chief Executive Officer
until a full-time Chief Executive Officer was hired. Options vest as to
1/12th of the option shares each month, with full vesting occurring on the
anniversary of the vesting commencement date. Options are also subject to
certain acceleration clauses.
(6) Reflects options that were repriced in May 1997, replacing options granted
in November 1996.
<PAGE>
(7) Reflects options that were repriced in May 1997, replacing options granted
in March 1997.
(8) Reflects options that were repriced in May 1997, replacing options granted
in December 1996.
</FN>
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
<TABLE>
The following table sets forth certain information regarding stock options held
as of June 30, 1997 by the Named Executive Officers.
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-End (#) FY-End ($) (2)
Shares Acquired Value --------------------- --------------
NAME on Exercise (#) Realized ($)(1) Vested Unvested Vested Unvested
--------------- --------------- ------ -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Charles W. Jepson........ 53,000 $456,280 86,969 129,531 $577,504 $101,459
Ronald W. Braniff........ 26,958 57,042 136,510 24,115
Gloria M. Purdy.......... 20,000 246,000 83,313 34,187 517,382 60,056
Augustus J. Berkeley..... 20,000 208,000 31,979 88,021 208,663 150,212
Barbara A. Booth......... 14,167 28,333 51,355 102,707
Christopher A. Markle.... 3,000 34,650 16,428 28,072 80,701 1,399
<FN>
(1) "Value Realized" represents the fair market value of the underlying
securities on the exercise date minus the aggregate exercise price of such
options.
(2) Calculated on the basis of fair market value of the underlying securities
as June 30, 1997 of $7.625 per share, the last trading day of fiscal year
1997, as reported by the Nasdaq National Market, minus the aggregate
exercise price.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
Mr. Berkeley, Ms. Purdy and Ms. Booth each have entered into letter agreements
with the Company which provide for severance payments if they are terminated
without cause. Ms. Purdy will be entitled to severance payments equal to six
months salary, and Mr. Berkeley and Ms. Booth will be entitled to severance
payments equal to three months salary. All of the Named Executive Officers'
employment with the Company is terminable at will.
DIRECTOR COMPENSATION
Members of the Company's Board of Directors that are employees of the Company do
not receive compensation for their services as directors. The Company's 1996
Director Option Plan provides that options will be granted to non-employee
directors of the Company pursuant to an automatic nondiscretionary grant
mechanism. Upon joining the Board of Directors, each new non-employee director
will automatically be granted an
<PAGE>
option to purchase 15,000 shares of Common Stock and each non-employee director
will subsequently be granted an additional option to purchase 3,750 shares of
Common Stock annually, each such option to be granted at the fair market value
of the Common Stock on the date of grant. The initial option grant of 15,000
shares vests at a rate of 1/48th of the shares per month following the date of
grant, and the subsequent option grant of 3,750 shares vests at the end of four
years. In addition, the Company reimburses the reasonable travel expenses of the
directors.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 31, 1997 by (i) each person
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) each director of the Company, (iii) each executive officer
named in the Summary Compensation Table above, and (iv) all directors and
executive officers as a group. Except as otherwise noted below, the Company
knows of no agreements among its stockholders which relate to voting or
investment power of its Common Stock.
<CAPTION>
COMMON STOCK APPROXIMATE
FIVE PERCENT STOCKHOLDERS, BENEFICIALLY PERCENTAGE
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS OWNED OWNED (1)
- - ---------------------------------------------------------- ----- ---------
<S> <C> <C> <C>
Entities affiliated with Advent (2)............... 447,232 5.91%
International Corp.
101 Federal Street
Boston, MA 02110
Charles W. Jepson (3)............... 154,951 2.02
Gloria M. Purdy (4)............... 110,000 1.44
Ronald W. Braniff (5)............... 44,792 *
D. Benedict Dulley (6)............... 43,777 *
Augustus J. Berkeley (7)............... 42,051 *
Barbara A. Booth (8)............... 28,490 *
Thomas H. Bredt (9)............... 18,786 *
Christopher A. Markle (10)............... 18,094 *
Mickey J. Satterwhite (11)............... 6,771 *
Andrew I. Fillat (12)............... 4,375 *
All Directors and executive officers as ............... 919,319 11.61%
a group (10 persons) (13)
<FN>
*Less than 1%
(1) Applicable percentage of ownership is based on 7,565,097 shares of Common
Stock outstanding as of August 31, 1997 together with applicable options
for such stockholder. Beneficial ownership is determined in accordance
with the rules of the
<PAGE>
Securities and Exchange Commission, and includes voting and investment
power with respect to shares. Shares of Common Stock subject to options
currently exercisable or exercisable within 60 days after August 31, 1997
are deemed outstanding for computing the percentage ownership of the
person holding such options, but are not deemed outstanding for computing
the percentage ownership of any other person.
(2) Includes 38,629 held by Adtel L.P., 21,461 shares held by Adventact L.P.,
861 shares held by Advent International II L.P., 17,169 shares held by
Adwest L.P., 322,029 shares held by Global Private Equity II L.P. and
47,083 shares held by Golden Gate Development and Investment L.P.
(collectively "Advent International").
(3) Includes 103,775 shares subject to stock options that are exercisable
within 60 days of August 31, 1997. Mr. Jepson resigned his executive
officer and director position on May 22, 1997 and has entered into a
consulting relationship with the Company, whereby his options will
continue to vest through November 21, 1997.
(4) Includes 92,000 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(5) Includes 44,792 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(6) Includes 9,636 shares subject to stock options that are exercisable
within 60 days of August 31, 1997 and warrants to purchase 11,953 shares
held by Mr. Dulley and his family.
(7) Includes 40,875 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(8) Includes 17,709 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(9) Includes 4,375 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(10) Includes 18,094 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(11) Includes 6,771 shares subject to stock options that are exercisable
within 60 days of August 31, 1997.
(12) Includes 4,375 shares subject to stock options that are exercisable
within 60 days of August 31, 1997. Also 447,232 shares are owned by
entities affiliated with Advent
<PAGE>
International, of which Mr. Fillat is a Senior Vice President. Mr. Fillat
disclaims beneficial ownership of all such shares held by those entities.
(13) Includes 354,355 shares subject to stock options and warrants that are
exercisable within 60 days of August 31, 1997.
</FN>
</TABLE>
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1997, Ron Braniff, director at the Company was appointed as the Interim
Chief Executive Officer of the Company. During fiscal 1997, the Company paid
approximately $31,000 as compensation for his services. In addition, he was
granted 48,000 options which vest over one year.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
INTERLINK COMPUTER SCIENCES, INC.
By: /s/Gloria Purdy: Date: October 27, 1997
--------------------
Vice President & Chief Financial Officer
<TABLE>
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.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ August J. Berkeley * Chief Executive Officer October 27, 1997
- - ------------------------- (Principal Executive Officer)
Augustus J. Berkeley
/s/ Gloria M. Purdy Vice President and Chief Financial October 27, 1997
- - ------------------- Officer (Principal Financial and Accounting Officer)
Gloria M. Purdy
/s/ Thomas Bredt * Chairman of the Board October 27, 1997
- - ------------------
Thomas Bredt
/s/Andy Fillat * Director October 27, 1997
- - ----------------
Andy Fillat
/s/ Ronald W. Braniff * Director October 27, 1997
- - -----------------------
Ronald W. Braniff
/s/D. Benedict Dulley * Vice President and Director October 27, 1997
- - -----------------------
D. Benedict Dulley
* /s/ Gloria M. Purdy Attorney in Fact October 27, 1997
--------------------
Gloria M. Purdy
</TABLE>
