<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
---
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended October 31, 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 Number 0-12730
BRADY CORPORATION
-----------------
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0178960
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6555 WEST GOOD HOPE ROAD, MILWAUKEE, WISCONSIN 53223
----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(414) 358-6600
--------------
(Registrant's telephone number, including area code)
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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of December 1, 2000, there were outstanding 20,981,831 shares of Class A
Common Stock and 1,769,314 shares of Class B Common Stock. The Class B Common
Stock, all of which is held by an affiliate of the Registrant, is the only
voting stock.
<PAGE> 2
FORM 10-Q
BRADY CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. Financial Information
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets 3
Unaudited Condensed Consolidated Statements of
Income and Earnings Retained in the Business 4
Unaudited Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
<PAGE> 3
BRADY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
ASSETS October 31, 2000 July 31, 2000
------ ---------------- -------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 57,437 $ 60,784
Accounts receivable, less allowance for losses ($3,036 and $2,919 respectively) 86,411 82,656
Inventories 39,184 41,220
Prepaid expenses and other current assets 17,875 18,523
--------- ---------
Total current assets 200,907 203,183
Other assets:
Goodwill - net 95,687 99,954
Other 17,076 14,337
Property, plant and equipment:
Cost:
Land 4,712 4,723
Buildings and improvements 42,935 43,006
Machinery and equipment 115,758 113,319
Construction in progress 17,307 15,955
--------- ---------
180,712 177,003
Less accumulated depreciation 98,426 96,343
--------- ---------
Net property, plant and equipment 82,286 80,660
--------- ---------
Total $ 395,956 $ 398,134
========= =========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
Current liabilities:
Accounts payable $ 23,504 $ 26,070
Wages and amounts withheld from employees 20,933 27,857
Taxes, other than income taxes 2,574 2,585
Accrued income taxes 13,962 10,245
Other current liabilities 16,254 12,212
Short-term borrowings and current maturities on long-term debt 4,138 8,130
--------- ---------
Total current liabilities 81,365 87,099
Long-term debt, less current maturities 4,114 4,157
Other liabilities 15,295 15,654
--------- ---------
Total liabilities 100,774 106,910
Stockholders' investment:
Preferred stock 2,855 2,855
Class A nonvoting common stock - issued 20,979,898 210 209
and 20,966,315 shares, respectively
Class B voting common stock - issued 1,769,314 shares 18 18
Additional paid-in capital 31,846 31,586
Earnings retained in the business 272,885 265,462
Treasury stock - 4,548 shares of Class A nonvoting common stock, at cost (132) (132)
Cumulative other comprehensive income (11,037) (7,137)
Other (1,463) (1,637)
--------- ---------
Total stockholders' investment 295,182 291,224
--------- ---------
Total $ 395,956 $ 398,134
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
BRADY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND EARNINGS RETAINED IN THE
BUSINESS
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
October 31
2000 1999
----------- ------------
<S> <C> <C>
Net sales $ 144,417 $ 125,549
Operating expenses:
Cost of products sold 63,846 54,344
Research and development 5,560 4,050
Selling, general and administrative 56,599 47,377
--------- ---------
Total operating expenses 126,005 105,771
Operating income 18,412 19,778
Other income and (expense):
Investment and other income - net 192 502
Interest expense (175) (81)
--------- ---------
Income before income taxes 18,429 20,199
Income taxes 7,010 7,832
--------- ---------
Net income 11,419 12,367
Earnings retained in business at beginning of period 265,462 233,521
Less dividends:
Preferred Stock (65) (65)
Common Stock (3,931) (3,697)
--------- ---------
Earnings retained in business at end of period $ 272,885 $ 242,126
========= =========
Net income per Class A Nonvoting Common Share
Basic $ 0.50 $ 0.54
========= =========
Diluted $ 0.49 $ 0.54
========= =========
Net income per Class B Voting Common Share
Basic $ 0.47 $ 0.51
========= =========
Diluted $ 0.46 $ 0.51
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
BRADY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Dollars in Thousands) (Unaudited)
Three Months Ended
October 31
2000 1999
-------- --------
<S> <C> <C>
Operating activities:
Net income $ 11,419 $ 12,367
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 3,191 2,968
Amortization 1,187 1,344
(Gain) Loss on sale of property, plant & equipment (4) 51
Provision for losses on accounts receivable 452 712
Amortization of restricted stock 174 174
Changes in operating assets & liabilities (net of effects of business acquisitions):
Accounts receivable (6,924) (5,193)
Inventory 950 (1,662)
Prepaid expenses and other assets 985 (4,229)
Accounts payable, accrued expenses and other liabilities (3,951) (7,650)
Income taxes 3,715 2,282
-------- --------
Net cash provided by operating activities 11,194 1,164
Investing activities:
Acquisitions of businesses, net of cash acquired 0 (4,949)
Purchases of property, plant and equipment (5,471) (1,184)
Proceeds from sale of property, plant and equipment 5 37
Other (13) 0
-------- --------
Net cash (used in) investing activities (5,479) (6,096)
Financing activities:
Payment of dividends (3,996) (3,762)
Proceeds from issuance of Common Stock 260 349
Principal payments on debt (4,035) (2,831)
Proceeds from short-term borrowings 0 0
-------- --------
Net cash (used in) financing activities (7,771) (6,244)
Effect of exchange rate changes on cash (1,291) 841
-------- --------
Net (decrease) in cash and cash equivalents (3,347) (10,335)
Cash and cash equivalents, beginning of period 60,784 75,466
-------- --------
Cash and cash equivalents, end of period $ 57,437 $ 65,131
======== ========
Supplemental disclosures:
Cash paid during the period for:
Interest $ 131 $ 277
Income taxes, net of refunds 3,125 4,025
Acquisitions:
Fair value of asset acquired, net of cash 1,300
Liabilities assumed (561)
Goodwill 4,210
-------- --------
Net cash paid for acquisitions $ 0 $ 4,949
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
BRADY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended October 31, 2000
NOTE A - Basis of Presentation
The condensed consolidated financial statements included herein have
been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of the
Company, the foregoing statements contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial position of
the Company as of October 31, 2000, and July 31, 2000, and its results of
operations and its cash flows for the three months ended October 31, 2000, and
1999. The condensed consolidated balance sheet at July 31, 2000, has been
derived from the audited consolidated financial statements of that date and
condensed.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to rules and regulations of the Securities and Exchange Commission. Accordingly,
this does not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statement presentation. In the opinion of management, such
unaudited interim information reflects all adjustments, consisting only of a
normal recurring nature, necessary to present the financial position, results of
operations, and cash flows for the periods presented. 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.
It is not practical to segregate the amounts of raw material, work in
process or finished goods at the respective interim balance sheet dates.
Reclassifications - Certain prior year amounts have been reclassified
to conform with the current year presentation.
NOTE B - New Pronouncement
Effective August 1, 2000, the Company adopted Financial Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended, which requires that all derivative instruments be
reported on the balance sheet at fair value and establishes criteria for
designation and effectiveness of hedging relationships. The cumulative effect of
adopting FAS 133 as of October 31, 2000 was not material to the Company's
financial statements. The Company is exposed to market risk, such as changes in
interest rates and currency exchange rates. The Company does not hold or issue
derivative financial instruments for trading purposes.
Interest Rate Hedging - Brady could be exposed to interest rate risk
through its corporate borrowing activities. The objective of Brady's interest
rate risk management activities is to manage the levels of the Company's fixed
and floating interest rate exposure to be consistent with Brady's preferred mix.
The interest rate risk management program consists of entering into approved
interest rate derivatives when there is a desire to modify Brady's exposure to
interest rates. As of October 31, 2000, the Company has not entered into any
interest rate derivatives.
6
<PAGE> 7
Currency Rate Hedging - The primary objectives of the foreign exchange
risk management activities are to understand and mitigate the impact of
potential foreign exchange fluctuations on the Company's financial results and
its economic well-being. While the Company's risk management objectives and
strategies will be driven from an economic perspective, the Company will attempt
where possible and practical to ensure that the hedging strategies it engages in
can be treated as "hedges" from an accounting perspective or otherwise result in
accounting treatment where the earnings effect of the hedging instrument
provides substantial offset (in the same period) to the earnings effect of the
hedged item. Generally, these risk management transactions will involve the use
of foreign currency derivatives to protect against exposure resulting from
intercompany sales and identified inventory or other asset purchases.
The Company primarily utilizes forward exchange contracts with
maturities of less than 12 months, which qualify as cash flow hedges. These are
intended to offset the effect of exchange rate fluctuations on forecasted sales,
inventory purchases and intercompany charges. The fair value of these
instruments at October 31, 2000 was an $860,000 asset. Gains and losses on these
instruments are deferred in other comprehensive income (OCI) until the
underlying transaction is recognized in earnings. The impact is reported in
investment and other income on the income statement, to match the underlying
transaction being hedged. Hedging activity for cash flow hedges, currently fair
valued at $604,000 of after-tax gain, is expected to be reclassified to earnings
in the next 12 months.
Hedge effectiveness is determined by how closely the changes in the
fair value of the hedging instrument offset the changes in the fair value or
cash flows of the hedged item. Hedge accounting is permitted only if the hedging
relationship is expected to be highly effective at the inception of the hedge
and on an on-going basis. Any ineffective portions are to be recognized in
earnings immediately. The Company's existing cash flow hedges are considered to
be 100% effective. As a result, there is no current impact to earnings due to
hedge ineffectiveness.
No cash flow hedges were discontinued during the quarter ended October 31, 2000.
NOTE C - Net Income Per Common Share
Reconciliations of the numerator and denominator of the basic and
diluted per share computations for the Company's Class A and Class B common
stock are summarized as follows:
<TABLE>
<CAPTION>
Fiscal 2001 Fiscal 2000
1st Quarter 1st Quarter
----------- -----------
Numerator:
----------
<S> <C> <C>
Net income $11,419,000 $12,367,000
Less: Preferred stock dividends (64,784) (64,784)
-------- --------
Numerator for basic and diluted
Class A earnings per share 11,354,216 12,302,216
Less: Preferential dividends (698,631) (694,492)
Less: Preferential dividends on
dilutive stock options (8,555) (10,411)
------- --------
Numerator for basic and diluted
Class B earnings per share $10,647,030 $11,597,313
=========== ===========
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Fiscal 2001 Fiscal 2000
1st Quarter 1st Quarter
----------- -----------
Denominator:
-----------
<S> <C> <C>
Denominator for basic earnings per
share for both Class A and Class B 22,742,339 22,617,658
share for both Class A and Class B
Plus: Effect of dilutive stock options 256,920 312,654
------- -------
Denominator for diluted earnings per
share for both Class A and Class B 22,999,259 22,930,312
========== ==========
Class A Common Stock earnings per share:
Basic $0.50 $0.54
Diluted $0.49 $0.54
Class B Common Stock earnings per share:
Basic $0.47 $0.51
Diluted $0.46 $0.51
</TABLE>
Options to purchase 518,683 and 18,050 shares of Class A Common Stock
were not included in the computations of diluted earnings per share for the
quarters ending October 31, 2000, and 1999, respectively, because the option
exercise prices were greater than the average market price of the common shares
and, therefore, the effect would be antidilutive.
NOTE D - Comprehensive Income
Total comprehensive income, which was comprised of net income, foreign
currency adjustments and net unrealized gains and losses from cash flow hedges,
amounted to approximately $7,519,000 and $12,918,000 for the three months ended
October 31, 2000, and 1999, respectively.
NOTE E - Segment Information
The Company's reportable segments are business units that are each
managed separately because they manufacture and/or distribute distinct products
using different processes. The Company has three reportable segments: the
Identification Solutions & Specialty Tapes Group, the Graphics Group and the
Direct Marketing Group. The Company's internal measure of profit or loss changed
in Fiscal 2001 to support the move to a global process organization. This change
excludes administrative line expenses from the segments' measure of profit or
loss. The prior year has been restated to reflect this change.
8
<PAGE> 9
Following is a summary of segment information for the three months ended October
31, 2000, and 1999:
<TABLE>
<CAPTION>
(Dollars in Thousands) Identification
Solutions & Corporate
Specialty Direct and
Tapes Graphics Marketing Eliminations Totals
----- -------- --------- ------------ ------
Three months ended October 31, 2000:
------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $69,932 $33,385 $41,100 $ 144,417
Intersegment revenues 962 1,321 258 ($2,541) --
Profit (loss) 17,461 9,430 11,771 (647) 38,015
Three months ended October 31, 1999:
------------------------------------
Revenues from external customers $54,430 $31,872 $39,247 $ 125,549
Intersegment revenues 644 622 294 ($1,560) --
Profit (loss) 14,862 8,992 10,751 (704) 33,901
</TABLE>
Following is a reconciliation of profit for the three months ended October 31,
2000, and 1999:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Fiscal 2001 Fiscal 2000
----------- -----------
<S> <C> <C>
Total profit from reportable segments $38,662 $34,605
Corporate and eliminations (647) (704)
Unallocated amounts:
Administrative costs (17,204) (12,062)
Goodwill (1,497) (1,220)
Interest-net 201 542
Foreign exchange (230) (139)
Other (856) (823)
----- -----
Income before income taxes $18,429 $20,199
======= =======
</TABLE>
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
For the three months ended October 31, 2000, revenues of $144,417,000
were 15.0% higher than the same quarter of the previous year. Sales of the
Company's international operations increased 16.6% in local currencies, which is
attributable to continued market penetration of existing base products. This
increase was significantly offset by the negative effect of fluctuations in the
exchange rates used to translate financial results into U.S. currency, which
reduced international sales growth by 12.2 percentage points in the quarter.
International sales growth in U.S. currency was 4.4%. Sales of the Company's
U.S. operations increased 23.8%. Of that increase, base business increased
10.9%. The acquisitions of the Champion America, Inc. brand name, Data
Recognition, Inc. and Imtec, Inc. increased U.S. sales by 12.9%.
The cost of products sold as a percentage of sales increased from 43.3%
to 44.2% during the first quarters of fiscal 2000 and 2001, respectively. This
increase was due to changes in product mix resulting from some of the Company's
recent acquisitions. Selling, general and administrative expenses as a
percentage of sales were 39.2% for the quarter compared to 37.7% for the same
quarter of the previous year. This increase was due primarily to the Company's
planned investment in process improvements discussed in the Financial Condition
section below. Research and development expenditures increased 37.3% in this
year's quarter to $5,560,000, compared to $4,050,000 in last year's first
quarter, reflecting the Company's commitment to new product development. As a
percentage of sales, research and development expenses increased from 3.2% to
3.9% for the quarter.
Operating income was $18,412,000 for the quarter ended October 31,
2000, compared to $19,778,000 for the same period last year because of the
factors cited above.
Investment and other income decreased $310,000 from the same period
last year. This decrease was the result of higher foreign exchange transaction
losses and lower investment income due to lower cash balances resulting from
acquisitions made during the prior year.
Income before income taxes decreased 8.8% from the same period last
year. The Company's effective tax rate decreased to 38.0% for the quarter
compared to 38.8% for the same quarter of the previous year, due to
profitability changes in the Company's international operations.
Net income decreased 7.7% to $11,419,000, compared to $12,367,000 for
the same quarter of the previous year. On a per Class A common share basis,
diluted net income for the three months ended October 31, 2000, was $0.49
compared to $0.54 for the same quarter of the previous year. The decrease in the
current quarter resulted primarily from increased spending during the quarter
for process improvements, e-business and research and development and lower
margins in the current quarter due to recent acquisitions.
10
<PAGE> 11
Business Segment Operating Results
Identification Solutions & Specialty Tapes (ISST) Group:
ISST sales increased 28.5% for the three months ended October 31, 2000.
Core business in local currency increased 18.0%. The acquisitions of Data
Recognition, Inc. and Imtec, Inc. also contributed, increasing sales over prior
year 15.1%. These increases were partially offset by the negative effect of
fluctuations in the exchange rates used to translate financial results into U.S.
currency, which reduced sales growth within the group by 4.6% in the quarter.
Sales were up significantly in Latin America and Asia. European core growth in
local currency was 27.6% but, due to the weak Euro, translated to 8.3% in U.S.
dollars. Domestic operations continued to be strong with core growth of 10.4%.
Year to date group profit increased 17.5% over the first quarter of last year.
Profit from base sales grew at a rate greater than sales. Profit from
acquisitions was slightly above break-even and is expected to improve as
integration expenses wind down. The negative effect of foreign currency
decreased quarterly group profit by 4.6 percentage points.
Graphics Group:
Graphics sales increased 4.7% for the three months ended October 31,
2000. Although core business in local currency rose 8.4%, this increase was
partially offset by the negative effect of fluctuations in the exchange rates
used to translate financial results into U.S. currency, which reduced sales
growth within the group by 3.7% in the quarter. Sales were up in the United
States, Asia and Canada and down in Australia and Europe. Year to date group
profit increased 4.9% over the first quarter of last year. This increase was
primarily the result of the group's refocusing resources on products with higher
profit margins, which more than offset the approximately three-percentage point
negative impact of foreign currency.
Direct Marketing Group:
Direct Marketing sales increased 4.7% for the three months ended
October 31, 2000. Core business in local currency increased 11.2%. The
acquisition of the Champion America Inc. brand name also contributed, increasing
sales over prior year 1.7%. The Direct Marketing Group was particularly impacted
by the negative effect of fluctuations in the exchange rates used to translate
financial results into U.S. currency, which reduced sales growth within the
group by 8.2% in the quarter. Sales were up in the United States, Australia,
Canada and Brazil, while sales in Europe had decreased from the same quarter of
the previous year, in U.S. dollars. Year to date group profit increased 9.5%
over the first quarter of last year. This improvement was primarily due to
strong sales growth in the U.S. while controlling cost levels.
11
<PAGE> 12
Financial Condition
The Company's liquidity remained strong. The current ratio as of
October 31, 2000, was 2.5. Cash and cash equivalents were $57,437,000 at October
31, 2000, compared to $60,784,000 at July 31, 2000. The decrease was primarily
due to a $4,000,000 payment on the Company's revolving loan agreement. Working
capital increased $3,458,000 during the three months ended October 31, 2000 to
$119,542,000.
Cash flow from operations totaled $11,194,000 for the three months
ended October 31, 2000, compared to $1,164,000 for the same period last year.
The improvement was primarily the result of a decrease in prepaid expenses and
an increase in current liabilities. Capital expenditures were $5,471,000 in the
three months ended October 31, 2000, compared to $1,184,000 in the first quarter
last year. The increase over prior year was primarily a result of investments in
new technology to support Eclipse process improvements. Cash used in financing
activities was $7,771,000 for the three-month period ended October 31, 2000,
resulting from payments of dividends to the Company's stockholders and principal
payments on bank debt. Cash flows used in financing activities for the same
period last year were $6,244,000.
Long-term debt as a percentage of long-term debt plus stockholder's
investment was 1.4% at October 31, 2000, unchanged from July 31, 2000.
The Company maintains a $200,000,000 line of credit with a group of six
banks of which $4,000,000 is being utilized as of October 31, 2000.
During the second quarter of fiscal 2000, Brady began a Company-wide
process-improvement initiative, known as Eclipse. This initiative is expected to
improve and standardize processes throughout the Company and install new
technology to support those processes. The Company estimates this initiative
will take approximately three years to complete with total cash outlay of
approximately $30,000,000. To date, the Company has invested approximately
$17,200,000 in the project. The Company estimates that about 60% of that cash
outlay will be capital expenditures.
The Company believes that its cash and cash equivalents, the cash flow
from operating activities and available line of bank credit are adequate to meet
the Company's current and anticipated investing and financing needs.
12
<PAGE> 13
Forward-Looking Statements
Matters in this Quarterly Report may contain forward-looking
information, as defined in the Private Securities Litigation Reform Act of 1995.
All such forward-looking information in this report involves risks and
uncertainties, including, but not limited to, variations in the economic or
political conditions in the countries with which the Company does business;
fluctuations in currency exchange rates for international currencies versus the
U.S. dollar; technology changes; the continued availability of sources of
supply; domestic and international economic conditions and growth rates; the
ability of the Company to timely adjust its cost structure to changes in levels
of sales, product mix and low levels of order backlog; unknown information with
respect to non-negotiated acquisitions; and the ability of the Company to
acquire new businesses. The Company cautions that forward-looking statements are
not guarantees, since there are inherent difficulties in predicting future
results, and that actual results could differ materially from those expressed or
implied in forward-looking statements.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K.
The Company was not required to file and did not
file a report on Form 8-K during the quarter ended
October 31, 2000.
14
<PAGE> 15
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIGNATURES
BRADY CORPORATION
Date: December 13, 2000 /s/ K. M. Hudson
------------------ ----------------
K. M. Hudson
President
Date: December 13, 2000 /s/ F. M. Jaehnert
------------------ ------------------
F. M. Jaehnert
Vice President & Chief Financial Officer
(Principal Accounting Officer)
15
