FORM 10-KSB/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ___________________
Commission file number: 0-20256
KURZWEIL APPLIED INTELLIGENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2815079
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
411 Waverley Oaks Road 02154
Waltham, Massachusetts (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (617) 893-5151
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, $0.01 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ...X... No........
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At April 15, 1996 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $15,890,222.
At April 15, 1996, the registrant had 6,766,460 shares of its common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Page No. 1 of 10
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The Bylaws of the Company provide that the number of directors shall be
determined from time to time by the stockholders or the Board of Directors, but
that there shall be no less than three directors. There are currently six
directors. The following table lists the names and ages of the directors and the
year in which each was first elected a director of the Company:
Name Age Director Since
Thomas E. Brew, Jr. 53 1994
Steven F. Kaplan 40 1995
Raymond C. Kurzweil 48 1982
William R. Lonergan 71 1984
David R. A. Steadman 58 1995
James W. Storey 62 1995
Principal Occupation and Business History of Directors
Mr. Brew. Mr. Brew served as Acting Co-Chief Executive Officer and President of
the Company from May 1994 until November 1994 when he was elected President,
Chief Executive Officer and a director. Prior to joining the Company, Mr. Brew
was Executive Vice President of Argus Management Corporation (of which he was a
founder) a firm that provides interim management services in crisis situations,
since 1988.
Mr. Kaplan. Mr Kaplan is an independent financial and strategy consultant,
assisting companies, buyout firms and venture capital firms to identify, assess,
structure and negotiate mergers, acquisitions, strategic investments and
divestitures as well as helping firms develop and implement business plans and
financial strategies. During 1994, Mr. Kaplan served as Chief Financial Officer
of Marcam Corporation, a software company. From 1990 to 1992, Mr. Kaplan was
Executive Vice President, Chief Financial Officer and Chief Strategic Officer of
AM International, Inc., a graphics art equipment and supplies company. Prior to
that, Mr. Kaplan was Senior Vice President, Chief Strategic Officer of AM
International and President of Harris Graphics Web Group, a manufacturing
division of AM International. Before joining AM International, Mr. Kaplan was a
Vice President and partner of the Boston Consulting Group.
Mr. Kurzweil. Mr. Kurzweil is a founder of the Company and has been Chief
Technology Officer since its inception in 1982. From 1982 until 1995 he was also
Chairman of the Board of Directors. He served as Chief Executive Officer from
1982 to 1991 and as Co-Chief Executive Officer from 1991 to November 1994. Mr.
Kurzweil serves as a director of Wang Laboratories, Inc., as Chairman of its
Strategy and Technology Committee.
Mr. Lonergan. Mr. Lonergan has served as a director of the Company since May
1984. He was a general partner of Oxford Partners a venture capital partnership,
from 1983 to 1995. Prior to that he was with Xerox Corporation for eight years,
most recently as Vice President Business Development. Mr. Lonergan serves as a
director of Zitel Corporation, a memory systems company, Dataware Technologies,
Inc. a CD ROM software company and Medical Sterilization, Inc.
Mr. Steadman. Mr. Steadman has served as President of Atlantic Management
Associates, Inc., a management services firm, since 1988. From 1990 to 1994 Mr.
Steadman served as President and Chief Executive Officer of Integra - A Hotel
and Restaurant Company. From 1987 to 1988 Mr. Steadman served as Chairman and
Chief Executive Officer of GCA Corporation, a manufacturer of automated capital
equipment used in the production of integrated circuits by semiconductor device
manufacturers. Mr. Steadman was a Vice President of Raytheon Company, a defense
electronics manufacturer, from 1980 to 1987, and served as President of Raytheon
Ventures, a venture capital division of Raytheon from 1985
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to 1987. Mr. Steadman is a director and Chairman of the Board of Aavid Thermal
Technologies, Inc., which manufactures thermal management products for the
semiconductor industry and produces computational fluid dynamic software; and is
a director of Vitronics Corporation, a manufacturer of reflow soldering ovens
for the electronics industry, and Wahlco Environmental Systems, Inc., a publicly
traded environmental equipment and services company.
Mr. Storey. Mr. Storey has been a business consultant and investment manager
since 1993. From 1987 to 1992, Mr. Storey was President of Wellingsley
Corporation, a private investment company. Prior to that, from 1981 to 1986, Mr.
Storey was President and Chief Executive Officer of Codex Corporation, a
manufacturer of data communications equipment, and a Vice President of its
parent company, Motorola, Inc. Mr. Storey is a director of Progress Software
Corporation and Westerbeke Corporation, a manufacturer of marine engines and
generator sets.
Section 16(a) Reports.
Based solely on its review of copies of reports filed by reporting persons of
the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934, or
a written representation from certain reporting persons that no Form 5 filing
was required for such person, the Company believes that all filings required to
be made by reporting persons of the Company were timely made in accordance with
the requirements of that Act.
Item 11. Executive Compensation.
This item contains information about compensation, stock options grants and
employment arrangements and other information concerning certain of the
executive officers and the directors of the Company.
Summary Compensation Table
The following table sets forth the compensation the Company paid or accrued for
services rendered in the Company's fiscal years ended January 31, 1996, 1995 and
1994 by the Chief Executive Officer and the four other most highly compensated
executive officers of the Company whose compensation exceeded $100,000 in fiscal
1996 and who were serving at the end of the 1996 fiscal year.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
--------------------------------------------------------------------- -----------------------------
Other
Annual Securities
Compen- Underlying All Other
Salary Bonus sation(/1) Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
THOMAS E. BREW, JR.(/2) 1996 250,000 100,000 -- --
President & Chief 1995 62,500 25,000 -- 250,000 --
Executive Officer
THOMAS B. DOHERTY(/2) 1996 134,394 -- -- 10,000(/5) --
Vice President, 1995 32,500 -- -- 50,000 --
Chief Financial
Officer & Treasurer
MARK D. FLANAGAN
Executive Vice 1996 225,000 -- -- 10,000(/5) --
President 1995 160,833 38,333 -- 20,000 --
1994 113,045 34,999 -- 30,000 --
RAYMOND C. KURZWEIL(/3)
Chief Technology 1996 172,791 -- -- -- --
Officer 1995 180,999 -- -- -- --
1994 187,678 -- -- -- --
JOHN J. SCARCELLA(/4)
Vice President, Sales 1996 171,300 -- -- 31,000 --
</TABLE>
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<PAGE>
- ----------------------
1. Excludes perquisites and other personal benefits if the aggregate amount of
such items of compensation is less than the lesser of either $50,000 or 10%
of the total annual salary and bonus of the named executive officer.
2. Messrs. Brew and Doherty joined the Company in the fourth fiscal quarter of
fiscal 1995.
3. Mr. Kurzweil's is paid a salary reflecting employment on a 75% basis.
4. Mr. Scarcella became an executive officer of the Company in fiscal 1996. The
options granted to him in fiscal 1996 were granted at a per share exercise
price equal to the per share market value of the Common Stock on the date of
grant. Of the option shares, 6,000 were granted at an exercise price of
$5.125 and vest in 20 quarterly installments commencing July 31, 1995; and
25,000 were granted at an exercise price of $4.125, and vest in 16 quarterly
installments commencing October 31, 1996.
5. These options were granted at a per share exercise price equal to the per
share market value of the Common Stock on the date of grant ($5.125) and
vest in 20 quarterly installments commencing July 31, 1995. The vesting of
these options accelerates in the event of a consolidation or merger in which
the Company is not the surviving entity or a sale of substantially all of
the Company's assets.
Option Grants in the Last Fiscal Year
The following table sets forth certain information with respect to stock
options granted to each of the Company's executive officers named in the
Summary Compensation Table, above, during the fiscal year ended January 31,
1996:
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed Annual
Rates of Stock
Price
Appreciation
for Option
Individual Grants Term(/5)
------------------------------------------------- ------------
Percent of
Total Options
Number of Granted to
Securities Employees in Exercise
Underlying Fiscal Year(/3) Price(/4) Expiration 5% 10%
Name Options 1996 ($) Date ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Brew, Jr. -- -- -- -- -- --
Thomas B. Doherty 10,000(/1) 2.6% 5.125 04/18/05 32,230 81,679
Mark D. Flanagan 10,000(/1) 2.6% 5.125 04/18/05 32,230 81,679
Raymond F. Kurzweil -- -- -- -- -- --
John J. Scarcella 6,000(/1) 1.6% 5.125 04/18/05 19,338 49,007
John J. Scarcella 25,000(/2) 6.6% 4.125 09/07/05 64,054 164,354
</TABLE>
- -----------------
1. These options become exercisable in 20 quarterly installments commencing
July 31, 1995.
2. This option becomes exercisable in 16 quarterly installments commencing
October 31, 1996.
3. Based on an aggregate of 383,750 shares subject to options granted to
employees of the Company in the year fiscal ended January 31, 1996.
4. The exercise price per share of each option was equal to the per share
market value of the Common Stock on the date of grant.
5. The potential realizable value is calculated based on the term of the
option (ten years) at its date of grant. It is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated stock price. However, the optionee will not actually
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realize any benefit from the option unless the market value of the
Company's stock price in fact increases over the option price.
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth for each of the Company's executive officers
named in the Summary Compensation Table, above, certain information regarding
exercises of stock options during the fiscal year ended January 31, 1995 and
stock options held at that date. The "Value of Unexercised In-the-Money Options
at Fiscal Year End" is the difference between the market price of the Common
Stock subject to the option on January 31, 1996 ($3.75 per share) and the option
exercise (purchase) price.
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options at
on Value Options at Fiscal Year End Fiscal Year End ($)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Brew, Jr. -- -- 83,333 166,667 -0- -0-
Thomas B. Doherty -- -- 21,885 38,115 -0- -0-
Mark D. Flanagan -- -- 23,671 36,328 -0- -0-
Raymond F. Kurzweil -- -- 179,839 21,428 340,353 -0-
John J. Scarcella -- -- 6,871 30,368 5,998 -0-
</TABLE>
Report of the Compensation Committee on Executive Compensation
This report has been prepared by the Compensation Committee of the Board of
Directors of the Company and addresses the Company's compensation policies with
respect to the Chief Executive Officer and executive officers of the Company in
general for the fiscal year ended January 31, 1996. Each member of the Committee
is a non-employee director.
Compensation Policy
The overall intent of the Committee in respect of executive officers is to
establish levels of compensation that provide appropriate incentives in order to
command high levels of individual performance and thereby increase the value of
the Company to its stockholders, and that are sufficiently competitive to retain
and attract the skills required for the success and profitability of the
Company. The principal components of executive compensation are salary, bonus
and stock options. During fiscal 1996, the Company did not have a formal
compensation or bonus Plan.
Chief Executive Officer's Compensation
The Chief Executive Officer's compensation for fiscal 1996 is based on a written
employment agreement that was negotiated and entered into between him and the
Company in November 1994. The agreement provides for (i) the payment of a salary
of $250,000, $300,000 and $350,000 for the twelve-month periods ending November
1, 1995, 1996 and 1997; (ii) the payment of bonuses of $100,000 and $50,000 for
the twelve-month periods ending November 1, 1995 and 1996; and (iii) the
granting in 1994 of an option to purchase 250,000 shares of Common Stock and an
additional option grant to offset the percentage dilutive effects of the shares
expected to be issued in connection with the settlement of stockholder
litigation pending against the Company. The salary in the agreement was
determined to be appropriate by the members of the Committee based on the
financial and legal difficulties that the Company has experienced, the expertise
and responsibility that the position requires; the Chief Executive Officer's
management experience in prior employments, particularly with respect to
financially troubled companies, and the subjective judgement of the Committee
members of a reasonable compensation level.
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<PAGE>
Other Executive Officers
Salary. During fiscal 1996, the salary of each executive officer other than the
Chief Executive Officer was based in the case of long-term employees on the
level of his prior salary, any increase in responsibilities, and the subjective
judgement of the members of the Committee as to the value of the executive's
past contribution and potential future contribution to the profitability of the
business. In the case of Mr. Doherty, the Company's Chief Financial Officer, who
joined the Company in November 1994, his salary was based on his prior financial
and accounting experience, and in particular his experience with financially
troubled companies, and on terms designed to induce him to join the Company as a
full-time employee. In all cases, Committee members exercised their subjective
judgement as to what constitutes a compensation level that is fair and
calculated to retain the executive in the Company's employ.
Bonuses. No executive officer (other than the Chief Executive Officer) received
a bonus in fiscal 1996.
Stock Options. The Committee believes that stock ownership by executive officers
is important in aligning management's and stockholders' interests in the
enhancement of stockholder value over the long term. The exercise price of stock
options is equal to the market price of the Common Stock on the date of grant.
The stock option grants made to the executive officers in fiscal 1996 were made
based on the subjective judgement of the Committee members of the appropriate
recognition for services to the Company during the 1996 fiscal year.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code (enacted in 1993) generally disallows a tax deduction to
public companies for compensation over $1 million paid to its chief executive
officer and its four other most highly compensated executives. The Company's
compensation payable to any one executive officer (including potential income
from outstanding stock options) is currently and for the foreseeable future
unlikely to reach that threshold. Qualifying, performance-based compensation
will not be subject to the deduction limit if certain requirements are met. The
Committee currently intends to structure stock option grants to executive
officers in a manner that complies with the performance-based requirements of
the statute.
The Compensation Committee: David R. A. Steadman
James W. Storey
Compensation Committee Interlocks and Insider Participation
Decisions concerning executive compensation are made by the Compensation
Committee of the Board of Directors, which during fiscal 1996 consisted of Scott
M. Sperling and Messrs. Steadman and Storey, none of whom is or was an officer
or employee of the Company or any of its subsidiaries. During fiscal 1996, no
executive officer of the Company served as a director or member of a
compensation committee of any entity with which any director of the Company had
any relationship as a director or officer.
Directors' Compensation
Directors who are employees of the Company receive no compensation, as such, for
services as members of the Board. Directors who are not employees of the Company
receive $1,000 in the aggregate for Board and committee meetings they attend on
a given day and are also reimbursed for out-of-pocket expenses incurred in
attending such meetings.
Non-employee directors of the Company also receive "formula" stock option grants
under the Company's 1995 Non-Employee Director Stock Option Plan approved by
stockholders on June 20, 1995. Each non-employee director serving at that date
received a fully-vested option to purchase 10,000 shares of Common Stock (the
"Initial Grants") and is automatically granted an additional option of 3,000
shares on each anniversary of that date so long as he is then serving as a
non-employee director. Each non-employee director first elected to the Board
after June 20, 1995 automatically receives an option to purchase 3,000 shares of
Common Stock on the date of his or her election and, so long as he or she is
then serving as a non-employee director, an additional option to purchase 3,000
shares of Common Stock on each anniversary of that date. All options under the
Plan are granted at an exercise price per share equal to the market value
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of a share of Common Stock on the date of grant. Except for the Initial Grants,
all options vest as to one-half the shares six months after the grant date, and
as to an additional one-quarter of the shares at nine months and twelve months
after the grant date.
The Performance Graph and the Report of the Compensation Committee on Executive
Compensation in this report are not and shall not be deemed incorporated by
reference into any filings of the Company with the Securities and Exchange
Commission by implication or by any reference in any such filings to this
report.
PERFORMANCE GRAPH
The following graph assumes an investment of $100 on August 17, 1993 (the date
the Company's Common Stock was first registered under Section 12 of the Exchange
Act) and compares yearly changes thereafter (through January 31, 1996) in the
market price of the Common Stock with (i) the Nasdaq Market Index for U.S.
Companies (a broad market index) and (ii) the Nasdaq Computer and Data
Processing Services Stocks, a published industry index.
The performance of the indices is shown on a total return (dividend
reinvestment) basis; however, the Company paid no dividends during the period
shown. The graph lines merely connect the beginning and end of the measuring
periods and do not reflect fluctuations between those dates.
[TABULAR REPRESENTATION OF LINE CHART]
<TABLE>
<CAPTION>
17-Aug-93 31-Jan-94 31-Jan-95 31-Jan-96
<S> <C> <C> <C> <C>
Kurzweil Applied Intelligence, Inc. $100.00 $130.00 $53.00 $38.00
Nasdaq Computer & Data Processing Services $100.00 $110.00 $124.00 $196.00
Nasdaq Market Index $100.00 $109.00 $104.00 $146.00
</TABLE>
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<PAGE>
Item 12. Security Ownership of Certain Beneficial Holders and Management.
The following table sets forth certain information regarding beneficial
ownership of the Common Stock at May 1, 1996 by (i) each person known by the
Company to own beneficially 5% or more of the outstanding Common Stock; (ii)
each of the directors of the Company; (iii) the executive officers named in the
Summary Compensation Table, in Item 11, above; and (iv) all directors and
executive officers as a group. Except as otherwise indicated in the footnotes,
the Company believes that the beneficial owners of the Common Stock listed
below, based on information furnished by such owners, have sole investment and
voting power with respect to the shares of Common Stock shown as beneficially
owned by them.
Security Ownership of Certain Beneficial Holders
<TABLE>
<CAPTION>
Name and Address of Number of Shares of Percentage of
Beneficial Owner Common Stock Class
<S> <C> <C>
Phemus Corporation 959,808(/1) 13.9%
600 Atlantic Avenue
Boston, Massachusetts 02210
Xerox Corporation 959,808(/2) 13.9%
800 Long Ridge Road
Stamford, Connecticut 06904
Scudder, Stevens & Clark, Inc. 383,150(/3) 5.64%
345 Park Avenue
New York, New York
</TABLE>
Security Ownership of Management
<TABLE>
<CAPTION>
Name and Address of Number of Shares of Percentage of Class
Beneficial Owner * Common Stock
<S> <C> <C>
Thomas E. Brew, Jr. 126,000(/4) 1.8%
Thomas B. Doherty 27,778(/5) **
Mark D. Flanagan 27,293(/6) **
Steven F. Kaplan 10,000(/10)
Raymond C. Kurzweil 188,886(/7) 2.71%
John J. Scarcella 7,233(/8) **
William R. Lonergan 12,870(/9) **
David R. A. Steadman 10,000(/9) **
James W. Storey 16,000(/10) **
All Directors and Executive
Officers as a Group
(11 Persons) 369,957(/11) 5.17%
</TABLE>
* The address of each person is the address of the Company's offices in
Waltham, Massachusetts.
** Represents holdings of less than one percent.
1. Includes 102,617 shares issuable on the exercise of currently exercisable
warrants to purchase Common Stock.
2. Excludes 168,222 shares owned by Fuji Xerox Co., Ltd. as to which Xerox
disclaims beneficial ownership, and includes 136,021 shares issuable on the
exercise of currently exercisable warrants to purchase Common Stock.
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<PAGE>
3. The information concerning this holder is based solely on information
contained in a filing it has made with the Securities and Exchange
Commission pursuant to Section 13(d) or 13(g) of the Securities Exchange Act
of 1934. The filing indicates that Scudder, Stevens & Clark, Inc. is filing
on behalf of itself and Scudder, Stevens & Clark of Canada Ltd. and Scudder,
Stevens & Clark du Canada Ltee., all of which are registered investment
advisers, and that it has sole voting power as to 94,350 of these shares,
shared voting power as to 216,000 of these shares and sole dispositive power
as to all of these shares.
4. Includes 125,000 shares subject to purchase under an option within 60 days
of May 1, 1996 at $4.125 per share.
5. Includes 26,578 shares subject to purchase under options within 60 days of
May 1, 1996 at prices of $4.125 and $5.125 per share.
6. Includes 27,293 shares subject to purchase under options within 60 days of
May 1, 1996 at prices of $4.125 and $5.125 per share.
7. Includes 182,220 shares subject to purchase under options within 60 days of
May 1, 1996 at prices ranging from $1.50 to $4.125 per share. Mr. Kurzweil
disclaims beneficial ownership of the following shares included in this
number: (i) 466 shares held in an irrevocable trust (of which Mr. Kurzweil
is a trustee and has sole voting and investment power) for the benefit of
Mr. Kurzweil's children, mother, sister and his sister's children; (ii)
1,066 shares held in an irrevocable trust for the benefit of Mr. Kurzweil's
children; (iii) 2,133 shares held in a separate irrevocable trust for the
benefit of Mr. Kurzweil's wife; (iv) 133 shares held in a separate
irrevocable trust for the benefit of Mr. Kurzweil's sister; and (v) 1,066
shares held directly by Mr. Kurzweil's wife.
8. Includes 7,133 shares subject to purchase under options within 60 days of
May 1, 1996 at prices ranging from $1.50 per share to $5.125 per share.
9. These shares are currently exercisable under an option at $4.375 per share.
10. Includes 10,000 shares currently exercisable under an option at $4.375 per
share.
11. Includes 361,091 shares under options subject to purchase within 60 days of
May 1, 1996 at prices ranging from $1.50 per share to $5.125 per share.
Item 13. Certain Relationships and Related Transactions.
Reference is made to "Compensation of Directors" and "Compensation Committee
Interlocks and Insider Participation" in Item 11, above.
---------------------------------------
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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.
KURZWEIL APPLIED INTELLIGENCE, INC.
Date: May 29, 1996 By: ---------------------------------------------
Thomas E. Brew, Jr.
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Thomas E. Brew, Jr. Chairman of the Board of Directors May 29, 1996
- ---------------------- President & Chief Executive Officer
Thomas E. Brew, Jr.
/s/ Thomas B. Doherty Chief Financial Officer May 29, 1996
- ---------------------- Vice President of Finance &
Thomas B. Doherty Treasurer (principal accounting
and financial officer)
/s/ Raymond C. Kurzweil Chief Technology Officer May 29, 1996
- ----------------------- Director
Raymond C. Kurzweil
/s/ Steven F. Kaplan* Director May 29, 1996
- ----------------------
Steven F. Kaplan
May 29, 1996
/s/ William R. Lonergan* Director
- -----------------------
William R. Lonergan
May 29, 1996
/s/ David R. A. Steadman* Director
- -------------------------
David R. A. Steadman
May 29, 1996
/s/ James W. Storey* Director
- -------------------------
James W. Storey
*By: /s/ Thomas E. Brew, Jr.
------------------------
Thomas E. Brew, Jr.
Attorney-in-fact
</TABLE>
