<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACTS OF 1934
Commission File No. 33-9030
MAGNAVISION CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2741313
---------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
141 South Ave. Office# 4, Fanwood, NJ 07023
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 449-1200
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: NONE
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 [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant on July 28, 2000 was $1,171,110.50.
The number of shares of Registrant's Common Stock outstanding on July 28, 2000
was 1,185,792.
Documents Incorporated by Reference: None.
<PAGE>
PART I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -June 30, 2000 and December 31, 1999
Condensed Consolidated Statements of Operations - Three and six months ended
June 30, 2000 and June 30, 1999.
Condensed Consolidated Statements of Shareholders' Deficiency - Period December
31, 1999 to June 30, 2000.
Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2000
and June 30, 1999.
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
PART II. Other Information
<PAGE>
ITEM 1. FINANCIAL INFORMATION
MAGNAVISION CORPORATION & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents 2,185,926 230,017
Trade accounts and other receivables 91,444 382,045
Notes receivable from customer 441,271 441,271
Shareholder loans receivable -- 20,000
Escrow account 222,418 --
Prepaid expenses and other current assets 81,246 33,428
---------- ----------
Total Current Assets 3,022,305 1,106,761
PROPERTY AND EQUIPMENT
Property and equipment, at cost 3,528 3,175,990
Less: accumulated depreciation (1,212) (1,657,176)
---------- -----------
Net property and equipment 2,316 1,518,814
OTHER ASSETS
Prepaid lease expense 383,264 436,748
Deposits 2,549 1,990
---------- -----------
TOTAL ASSETS 3,410,434 3,064,313
========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable 32,741 97,127
Accrued expenses 51,739 165,385
Accrued expenses for Private Cable sale 818,800 --
Deferred revenues -- 369,765
Current portion of long-term debt -- 1,794,000
Line of credit -- 250,000
Term loans due to shareholders -- 105,468
---------- ----------
Total Current Liabilities 903,280 2,781,745
Security deposits payable -- 176,692
Commitments and contingencies
Series A Preferred Stock, $1 par value, 9,850,000
shares authorized; issued and outstanding, 3,643,392 shares at June 30,
2000 5,000,000 shares at December 31,1999, net of unamortized discount
and excluding accumulated dividend 3,446,887 4,683,642
Series A Preferred Stock accumulated dividend 915,989 1,057,778
SHAREHOLDERS' DEFICIENCY
Series B Preferred Stock, $1 par value , 150,000 shares 131,889 131,889
authorized; issued and outstanding, 131,889 shares
Common Stock, $0.08 par value - 10,000,000 shares
authorized; issued and outstanding, 1,185,792 shares
at June 30, 2000 and 1,168,931 at December 31, 1999 94,862 93,513
Additional paid-in capital 3,963,990 3,911,617
Accumulated deficit (6,046,463) (9,772,563)
---------- ----------
Total Shareholders' Deficiency (1,855,722) (5,635,544)
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY 3,410,434 3,064,313
========== ==========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
F-2
<PAGE>
MAGNAVISION CORPORATION & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30 Three months ended June 31
------------------------ --------------------------
2000 1999 2000 1999
------- -------- --------- --------
<S> <C> <C> <C> <C>
REVENUES
Gross revenues 677,795 1,545,263 80,630 669,308
Cost of sales 279,729 491,951 43,339 206,233
---------- --------- --------- ----------
GROSS PROFIT 398,066 1,053,312 37,291 463,075
OPERATING EXPENSES
Salaries 290,992 437,873 144,626 244,000
Depreciation 96,017 294,951 1,210 162,925
General and administrative expenses 411,264 335,266 218,336 149,744
---------- --------- --------- ----------
TOTAL OPERATING EXPENSES 798,273 1,068,090 364,171 556,669
OPERATING LOSS (400,207) (14,778) (326,880) (93,594)
OTHER INCOME (EXPENSE)
Gain on the sale of the Private Cable assets,
net of related expenses 5,126,748 -- 23,262 --
Interest expense (50,441) (123,187) -- (62,230)
Interest income 46,292 15,703 41,292 11,703
---------- --------- --------- ----------
Total other income (expense), net 5,122,599 (107,484) 64,554 (50,527)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 4,722,392 (122,262) (262,326) (144,121)
---------- --------- --------- ----------
PROVISION FOR INCOME TAXES 703,864 4,969 -- --
---------- --------- --------- ----------
NET INCOME (LOSS) 4,018,528 (127,231) (262,326) (144,121)
Preferred shareholders dividend requirement 172,874 200,000 72,874 100,000
Accretion of preferred stock 119,554 46,298 16,869 23,149
---------- --------- --------- ----------
Net income (loss) to common shareholders 3,726,100 (373,529) (352,069) (267,270)
---------- --------- --------- ----------
Net income (loss) per common share basic: $3.18 ($0.32) ($0.30) ($0.23)
Net income (loss) per common share diluted: $1.53 ($0.32) ($0.30) ($0.23)
Weighted average common shares used to compute net
income (loss) per common share:
Basic 1,172,745 1,154,390 1,176,559 1,154,390
Diluted 2,441,324 1,154,390 1,176,559 1,154,390
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
F-3
<PAGE>
MAGNAVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
For the period December 31, 1999 to June 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Series B Common Additional Total
Preferred Stock Stock Paid in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Deficiency
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,1999 131,889 131,889 1,168,931 93,513 3,911,617 (9,772,563) (5,635,544)
Issuance of common stock, from the
exercise of stock options 16,861 1,349 32,373 -- 33,722
Accretion of preferred stock (119,554) (119,554)
Deferred Compensation 20,000 -- 20,000
Net income 4,018,528 4,018,528
Series A Preferred Stock
accumulated dividend (172,874) (172,874)
-------------------------------------------------------------------------------------
Balance, June 30, 2000 131,889 131,889 1,185,792 94,862 3,963,990 (6,046,463) (1,855,722)
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
F-4
<PAGE>
MAGNAVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30
------------------------------
2000 1999
------------ ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) 4,018,528 (127,231)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Gain on sale of private cable assets (5,126,748) --
Depreciation 96,017 294,951
Deferred Compersation 20,000
Amortization of channel lease prepayments 53,484 53,484
Changes in Assets and Liabilities:
Decrease in trade accounts and
other receivables 290,601 33,560
Increase in prepaid expenses and other current assets (47,818) --
Decrease in accounts payable (64,386) (98,934)
Decrease in accrued expenses (113,646) (12,739)
Increase in accrued expenses for Private Cable sale 818,800 --
Decrease (increase) in security deposits payable (176,692) 4,389
Payment of note receivable from customer -- 233,500
Increase other assets and deposits (559) (30,977)
Decrease in deferred revenues (369,765) (144,608)
------------------------------
Net cash provided by (used in) operating activities (602,184) 205,395
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment purchases -- (42,361)
Processds from the private cable sale 6,513,878 --
Estabisment of an escrow account (222,418) --
Processed from the sale equipment 33,651 --
------------------------------
Net cash provided by (used in) investing activities 6,325,111 (42,361)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock,
from the exercise of stock options 33,722 --
(Repayments) Issuance of line of credit (250,000) 150,000
Repayments of long term debt (1,794,000) (346,615)
Repayment of shareholder loan receivable 20,000 --
Repayment of loans due to shareholders (105,468) --
Redemption of Series A Preferred Stock (1,356,608) --
Payment of accumulated dividends (314,663) --
------------------------------
Net cash used in financing activities (3,767,017) (196,615)
Net increase (decrease) in cashand cash equivdents 1,955,909 (33,581)
Cash and cash equivalents beginning of period 230,017 227,091
Cash and cash equivalents end of period 2,185,926 193,510
Non cash items:
Series A Preferred Stock Accumulated dividend $172,874 --
Accretion of preferred stock $119,554 $46,298
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
F-5
<PAGE>
NOTES TO JUNE 30, 2000 UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS:
1. Summary of Significant Accounting Policies
The accompanying condensed consolidated financial statements include the
accounts of Magnavision Corporation ("the Parent") and its wholly owned
subsidiaries, (collectively the "Company"), the most significant of which are
Magnavision Corporation (New Jersey), Magnavision Private Cable, Inc. and
Magnavision Wireless Cable, Inc. In the opinion of management, all adjustments
necessary for a fair presentation of financial statements have been included.
Such adjustments consisted only of normal recurring items. The condensed
consolidated financial statements for the quarters ending June 30, 2000 and June
30, 1999 are unaudited and should be read in conjunction with the Company's
consolidated annual financial statements and notes thereto for the year ending
December 31, 1999.
2. Sale of the Private Cable Assets
The sale of the Private Cable assets was completed on March 30, 2000 and was
based on the Asset Purchase Agreement between Lamont Television System Inc. and
the Company dated as of February 29, 2000 to purchase the service contracts and
related fixed assets of the Company. The purchase price was $7.5 million and was
decreased for documentation and system corrections and other closing adjustments
totaling $420,415. The Company also paid the investment banker fee of $300,000,
and established accruals for severance and retention of $255,000, legal and
other fees of $75,000, and Federal and State taxes of $700,000. The Private
Cable Assets sold had a book value, net of depreciation, of $1,347,099. As part
of the sale the Company established an escrow account for $222,418 to cover
certain contingencies pursuant to the agreement for a period of nine months.
The gain on the sale to the Company before taxes and any effect of the escrow
account was $5,126,748.
Also the May 8, 1997 Exchange Agreement and the Company's Certificate of
Incorporation, as amended, required the payment of 25% of the net proceeds of
the Private Cable sale be used to retire a portion of the Company's Series A
Preferred Stock and related accumulated preferred stock dividend. The Company
redeemed 1,356,608 shares of Series A Preferred Stock for $1,356,608 and also
paid $314,663 of accumulated dividends. The Company also accelerated the
accretion of $79,536 related to the redeemed Series A Preferred Stock.
As part of the Private Cable sale the Company vested 5,000 unvested options
relating to the retention of an officer who was terminated as a result of the
sale.
3. Pay off of Debt
The Company repaid both its term loan and outstanding line of credit with BSB
Bank and Trust Co. totaling $2,044,000 principal plus interest then due from the
proceeds of the Private Cable sale. The 146,176 warrants issued to BSB Bank &
Trust Co. as part of the original loan transaction remain outstanding to
purchase the Company's common stock at an exercise price of $2.00 per option.
The Company also repaid the outstanding notes due to shareholders totaling
$105,468 plus accrued interest from the proceeds of the sale.
<PAGE>
4. Equity Transactions
During the second quarter of 2000 option holders exercised options to purchase
16,861 shares of common stock at $2.00 per share.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
All of the Company's current revenues were derived from its private cable
operations that were sold on March 30, 2000 as of February 29, 2000. The
wireless channel capacity operations have not commenced, therefore, no revenue
has been derived from the wireless operation.
The Registrant and its wholly owned subsidiary, Magnavision Private Cable, Inc.,
began service in February 1992 to various colleges and senior living center
facilities in the New York/New Jersey area utilizing direct satellite
technology. This involved the use of antennas, which were installed at the
facility and then separately wired on a room-by-room basis. The majority of the
facilities using the Company's private cable service were in New Jersey and New
York, but the Company's market area reaches from North Carolina to Massachusetts
and west to Wisconsin.
Each installation was comprised of a number of billing outlets. A billing outlet
represented a hookup for a television. The Company collected revenue from each
television online. For the most part, the colleges were on a nine-month billing
cycle starting in September and ending in June of the subsequent year. The
nursing homes and hospitals were on a 12-month billing cycle.
Six Months Ending June 30, 2000 compared to Six Months Ending June 30, 1999
During the first six months ending June 30, 2000, the Company sold its Private
Cable assets to Lamont Television Systems Inc. The transaction was effective as
of February 29, 2000.
For the first six months ending June 30, 2000, gross profits decreased $655,246
from the first six months ending June 30, 1999. The decrease in gross profit was
primarily the result of reflecting two months of operations in the year 2000
verses six months of operations in 1999 due to the sale of the Private Cable
assets as of February 29, 2000.
<PAGE>
The total operating expenses decreased $269,817 in the first six months ending
June 30, 2000 when compared to the first six months ending June 30, 1999.
Salaries accounted for $146,881 of the decrease representing a savings for staff
expenses reimbursed by Lamont Television Systems Inc. relating to staff expenses
for the month of March 2000, and the reduction of the work force in the second
quarter of 2000. Depreciation was $198,934 less than the first six months ending
June 30, 1999 because only two months of deprecation were expensed during 2000
due to the effective date of the Private Cable assets sold as February 29, 2000,
as compared to a full six months of deprecation in 1999. General and
administrative expenses increased $75,998 when compared to the first six months
ending June 30, 1999 due to the loss incurred on the sale of equipment no longer
required for the operation of the business, the buyout of the company's leased
car and increased professional fees in 2000.
For the six months ending June 30, 2000 other income, net increased $5,230,083
over six months ending June 30, 1999. The gain on the sale of the Private Cable
assets represented $5,126,748 of the increase and was based on the Asset
Purchase Agreement between Lamont Television System Inc. and the Company dated
as of February 29, 2000 to purchase the service contracts and related fixed
assets of the Company. The purchase price of $7.5 million was decreased for
documentation and system corrections and other closing adjustments totaling
$420,415. The Company also paid an investment banker fee of $300,000 and
established accruals for severance and retention of $255,000, and legal and
other fees of $75,000, of which $118,800 remains at the end of the second
quarter of 2000. The Private Cable Assets sold had a book value, net of
depreciation, of $1,347,099. The Company accrued Federal and State taxes of
$700,000 related to the Private Cable sale.
Interest expense decreased $72,746 in the six months ending June 30, 2000 when
compared to the six months ending June 30, 1999 due to lower loan balances and
the payoff of the Company's debt in 2000. Interest income increased $30,589 in
the six months ending June 30, 2000 compared to the six months ending June 30,
1999 because of increased investment of the cash from the Private Cable sale in
the 2000.
Second Quarter 2000 Compared to Second Quarter 1999
For the second quarter 2000, gross profits decreased $425,784 from the second
quarter 1999. This decrease was due to the sale of the private cable assets in
the first quarter 2000 that result in almost no income in the second quarter of
2000.
Total operating expenses decreased $192,498 in the second quarter 2000 when
compared to the second quarter 1999. Depreciation accounted for $161,715 and was
due to the sale of the Private Cable assets sold in the first quarter 2000.
Salaries decreased $99,374 which is a result of the reduction of staff to two
full time employees after the Private Cable sale, somewhat offset by an accrual
for compensation cost related to stock options. General and administrative
expenses were $68,592 more in 2000 when compared to the second quarter 1999 due
to the losses incurred on the sale of equipment no longer required for operation
of the business and the buyout of the company's leased car.
<PAGE>
Other income, net increased $115,081 in the second quarter of 2000 when compared
to the second quarter of 1999. The increase was substantially due to the lack of
interest expense because the Company had repaid its outstanding loans on March
31, 2000. Also, interest income on the funds invested from the Private Cable
sale accounted for $29,589 in the second quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ending June 30, 2000, the total cash and cash equivalents
increased $1,955,909. At June 30, 2000 the Company had invested in a Repurchase
Agreements, Commercial Paper, and held a Business Money Market Account. The
increase in cash was substantially due to the result of the sale of the Private
Cable system.
The cash used in operating activities was $602,184 and was a result of accruals
for the Private Cable sale of $818,800 for State and Federal taxes of $700,000,
severance and retention payments of $118,800. There were also decreases that
were related to the sale in deferred revenues of $369,765, trade accounts and
other receivables of $290,601, and security deposit payable of $176,692.
The cash provided by investing activities of $6,325,111 and was primarily due to
the sale of the Private Cable assets, which total $6,513,878 in the first six
months of 2000. This was offset by the establishment of an escrow account for
unforeseen contingences of $222,418 as part of the Private Cable sale.
Cash used in the financing activities was $3,767,017. The Company repaid its
term loan of $1,794,000 and line of credit of $250,000 to BSB Bank & Trust Co.
The Company also repaid the outstanding notes to shareholders totaling $105,468
plus accrued interest from the proceeds of the sale. In addition, the May 8,
1997 Exchange Agreement and the Company's Certificate of Incorporation, as
amended, required the payment of 25% of the net proceeds of the Private Cable
sale be used to retire a portion of the Company's Series A Preferred Stock and
related accumulated preferred stock dividend. The Company redeemed 1,356,608
shares of Series A Preferred Stock for $1,356,608 and also paid $314,663 of
accumulated dividends. Also, during the second quarter of 2000 option holders
exercised options to purchase 16,861 shares of common stock for $33,722 at $2.00
per share.
As a result of the Private Cable asset sale the Company has reduced its staff
from 11 employees at December 31, 1999 to two full time employees and expects to
use part-time clerical help as needed. The Company has also allowed its lease in
Wall, N.J. to expire and has located less expensive space effective June 1,
2000.
For the six months ending June 30, 1999 total cash decreased by $33,581. The net
cash provided by operating activities was $205,395 and is primarily due to the
repayment of the note receivable from a customer.
<PAGE>
Cash used in investing activities for the six months ended June 30, 1999 was
$42,361 and was related to the purchases of cable equipment to increase the
outlet count.
Cash flow used in financing activities was $196,615 for the six-month period
ending June 30, 1999 which represented $150,000 of proceeds received from BSB
Bank & Trust's line of Credit offset by payment of $346,615 made under long-term
debt agreements.
Since the inception of its cable service in 1992, the Company has experienced
operating losses and negative cash flows. In addition, at June 30, 2000, the
Company had a shareholder deficit.
The Company's capital commitments at June 30, 2000 include capital to construct
facilities at the Department of Education of the Archdiocese of New York (the
"Archdiocese"). Also in company is required in redeem its Series A Preferred
Stock and any accumulated dividends then due on December 31, 2002. The Company
has not commenced operation of a wireless system, and will require substantial
additional funding to do so.
The Company will use its cash and notes receivable from its customer for its
short-term capital requirements.
To meet its long-term commitments the Company is exploring various strategic
alternatives relating to its Channel Lease Agreement with the Archdiocese
including potential strategic alliances, joint ventures or a sale or other
disposition of the Company's rights under such agreement. However, no assurances
can be given that the Company will successfully accomplish any strategic
alternative related to the Channel Lease Agreement.
INFLATION
Management believes that inflation and changing prices will have a minimal
effect on operations.
The above should be read in conjunction with the Company's unaudited condensed
consolidated financial statements included elsewhere herein.
<PAGE>
Certain statements under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" constitute "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements of the
Company, or industry results expressed or implied by such forward looking
statements. Such factors include among others, general economic and business
conditions, which will, among other things, impact demand for the Company's
services; changes in public taste, trends and demographic changes; cable
companies, which may affect the Company's ability to generate revenues;
political, social and economic conditions and laws, rules and regulations, which
may affect the Company's results of operations; changes in business strategy or
development plans; quality of management; availability of qualified personnel;
changes in, or the failure to comply with, government regulations; and other
factors.
PART II OTHER INFORMATION
Item 1. Litigation
PATRICK MASTRORILLI vs. MAGNAVISION CORPORATION
On June 21, 1999, the Company received a complaint filed in the Superior Court
of New Jersey Legal Division in an action entitled Patrick Mastrorilli vs.
Magnavision Corporation. This litigation relates to a former director and
officer's claim for alleged future commissions due him on contracts and current
renewals placed by him. Discovery has started in this matter and the Company can
make no predictions as to its final outcome at this time.
Item 2. Properties
The Registrant's principal offices are located at 141 South Ave., Fanwood, New
Jersey, 07076, where it occupies approximately 500 square feet under a lease
agreement that expires in November 2000.
Item 5.
On May 19, 2000, the Chairman and Chief Executive Office of the Company, Robert
E. Hoffman, pled guilty in federal court in Virginia to one (1) count of
contempt of court. The incident arose from Mr. Hoffman's tenure as President of
Comband Technologies, Inc. in 1995, prior to his appointment as an officer and a
director of the Company. Mr. Hoffman had been accused of failing to properly
report to the United States Trustee of Comband the receipt by Comband of certain
monies arising from the court approved sale of a Comband asset. This oversight
in no way related to Mr. Hoffman's tenure as an officer and a director of the
Company, nor did Mr. Hoffman have a financial interest in such matter. No
creditors of Comband were affected, other than by additional legal expenses,
which Mr. Hoffman reimbursed.
<PAGE>
Item 6. Exhibits and Reports on Form 8K
a) Exhibits
None
b) Reports on Form 8K
The Company filed no Reports on Form 8K during the Quarter ending June
30, 2000
Pursuant to the Requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 10, 2000 /S/ Jeffrey Haertlein
--------------------------------
Jeffrey Haertlein
Principal Accounting Officer
