<PAGE> 1
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 December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 0-19391
NAB ASSET CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 76-0332056
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23361 Madero, Suite 200 Mission Viejo, CA 92691
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 465-0244
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value
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(Title of Class)
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 the 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. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 15, 2000 was $1,114,000 based upon the closing price as
of such date.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
Title of Class Outstanding at March 15, 2000
-------------- -----------------------------
Common Stock................. 5,091,300
NAB Asset Corporation (the "Company") hereby amends its Annual Report on Form
10K for the year ended December 31, 1999 by the addition of items 10, 11, 12 and
13 as set forth below.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Directors and Executive Officers
<TABLE>
<CAPTION>
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- --------------------------- ------- ------------------------------------------------------------------
<S> <C> <C>
Charles E. Bradley, Sr. 70 Chairman of the Board and Chief Executive Officer of NAB since
June 1996. Chairman of the Board of Consumer Portfolio Services,
Inc. ("CPS") since its formation in March 1991. Chairman of the
Board of Chatwins Group, Inc. from 1988 to March 2000. One of the
founders of Stanwich Partners, Inc. ("Stanwich"), a Connecticut
investment firm that acquires controlling interest in companies
in conjunction with the existing operating management of such
companies, and has been President, Director and a shareholder of
that company since its formation in 1982. President and a
director of Reunion Industries, Inc. since June 1995. Director of
CPS, Zydeco Energy Corporation, Audits & Surveys Worldwide, Inc.,
DeVieg-Bullard, Inc., General Housewares Corp., Reunion
Industries, Inc., Sanitas, Inc., and Texon Energy Corporation.
Father of Charles E. Bradley, Jr. Director of NAB since June
1996.
Charles E. Bradley, Jr. 40 President and Director of CPS since its formation in March 1991.
In January 1992, appointed Chief Executive Officer of CPS.
Director of Texon Energy Corporation and Thomas Nix Distributor,
Inc. Son of Charles E. Bradley, Sr. Director of NAB since June
1996.
James B. Gardner 65 Managing Director of Service Asset Management Company since May
1994. President and Chief Executive Officer of Pacific Southwest
Bank F.S.B. from November 1991 to April 1994. Retired Vice
Chairman of Banc One, Texas, NA. Director of Century Telephone
Enterprises, Inc., and Ennis Business Forms, Inc. Director of NAB
since November 1996.
Jeffrey W. Kramer 35 Vice President of Rothschild Inc. since May 1999. Vice President
of Nomura Securities International, Inc. from April 1998 to May
1999. Director of Black Diamond Advisors, Inc., from 1996 to
April 1998. Black Diamond Advisors, Inc. is an investment and
merchant banking concern. From 1987 to 1996 served in various
capacities in the asset finance group at Financial Security
Assurance, Inc. Director of NAB since February 1998.
James Hinton 49 Mr. Hinton, 49, has been President of Mortgage Portfolio
Services, Inc. ("MPS") since 1996. From 1992 to 1996 he served as
Executive Vice President in charge of the mortgage banking
division of Pacific Southwest Bank in Dallas, Texas. Director of
NAB since January 2000.
Alan Ferree 41 Mr. Ferree has been a Senior Vice-President, Chief Financial
Officer and Secretary of NAB since January 1997. From 1995 to
1996 he served as Senior Vice President of Pacific Southwest Bank
in Dallas, Texas. From 1994 to 1995 he was an independent
consultant. From 1989 to 1994 he was Executive Vice President of
wholesale banking for Bluebonnet Savings Bank FSB in Dallas,
Texas.
</TABLE>
2
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Board and Committee Meetings
The Board of Directors met two times during the 1999 fiscal year.
Standing committees of the Board include an Audit Committee and a Compensation
Committee, both of which met concurrently with the Board of Directors during the
period.
The Audit Committee is comprised of Messrs. Gardner (Chairman), and
Kramer. All members are non-employee directors. The Committee addresses matters
which include, among other things, (1) making recommendations to the Board of
Directors regarding engagement of independent auditors, (2) reviewing with the
Company's financial management the plans for, and results of, the independent
audit engagement, (3) reviewing the adequacy of the Company's system of internal
accounting controls and (4) reviewing legal and regulatory matters that may have
a material impact on the Company's financial statements.
The Compensation Committee is comprised of Messrs. Gardner (Chairman),
and Kramer. All members are non-employee directors. The Committee's primary
functions are to determine remuneration policies applicable to the Company's
executive officers and to determine the bases of the compensation of the Chief
Executive Officer, including the factors and criteria on which such compensation
is to be based.
During the last fiscal year, each incumbent director other than Mr.
Bradley, Jr. and Mr. Hinton attended all meetings of the Board of Directors and
all meetings of committees of the Board on which he served. Mr. Bradley, Jr.
attended one meeting and Mr. Hinton was not a director during the last fiscal
year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires Company's directors and executive officers, and holders of more
than 10% of the Company's Common Stock to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such officers, directors and 10% 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 such forms that it received, or written
representations from reporting persons that no Forms 5 were required for such
person, the Company believes that, during fiscal 1999, the Section 16(a) filing
requirements under Section 16(a) of the Exchange Act were satisfied on a timely
basis.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation earned during 1997,
1998 and 1999 by the Company's Chief Executive Officer, all other persons who
are or may be deemed to be current executive officers and the former president
of the Company.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
----------------------------------- Securities All Other
Fiscal Underlying Compensation($)
Year Salary($) Bonus($)(1) Options (2)(3)(4)(5)
------ --------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Charles E. Bradley, Sr. 1999 36,458 -- -- --
Chairman of the Board 1998 121,873 -- -- --
and Chief Executive Officer 1997 100,000 -- -- --
Alan Ferree 1999 142,750 -- -- 25,000
Senior Vice President 1998 130,000 -- -- 25,000
and Chief Financial Officer 1997 120,000 45,000 -- --
James Hinton 1999 171,000 -- -- 448,933
Director, President of Mortgage 1998 225,000 -- -- 6,600
Portfolio Services, Inc. 1997 175,000 92,000 -- 6,600
Michael W. Caton 1999 90,951 -- -- 113,247
Former President and 1998 210,000 -- -- 270,600
Director 1997 185,000 50,000 -- 6,600
</TABLE>
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(1) Cash bonuses for services rendered have been listed in the year earned.
(2) Includes car allowances.
(3) Mr. Caton resigned effective July 1999. A firm of which he is an affiliate
is currently paid $15,150 monthly by the Company for consulting services.
See Employment and Other Compensation Agreements.
(4) Mr. Hinton is party to a deferred compensation arrangement as settlement for
a prior stock option incentive agreement terminated in 1998. See Employment
and Other Compensation Agreements.
(5) Includes amounts paid under the terminated stock option plan.
Termination of Stock Option Plans
In June 1996 the Board of Directors adopted, subject to shareholder
approval, the 1996 Incentive Stock Option Plan (the "Incentive Plan") and the
1996 Non-Employee Director Stock Option Plan (the "Director Plan"). The
Incentive Plan provided for, among other things, the grant to key employees of
the Company of options to purchase shares of NAB Common Stock. The Director Plan
provided for, among other things, the grant of options to purchase shares of NAB
Common Stock to directors of the Company who were not also employees of the
Company.
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In September 1997 the Board of Directors terminated the Incentive Plan
and the Director Plan, and, by agreement with the optionees, terminated all
outstanding options under both plans. Accordingly, the Company currently has no
employee or director stock option plans, and there are no currently outstanding
stock options held by any employee or director.
In April 1998 the Board of Director's authorized the Company to make
the payments to the present or former directors and executive officers that held
such options, as compensation in lieu of the options. In each case, the amount
of the payment was determined by multiplying the number of shares subject to the
option by the amount by which $5.00 exceeded the applicable per share option
exercise price. At December 31, 1999 all required compensation payments had been
satisfied other than one remaining payment to Mr. Ferree for $25,000.
Amounts paid to the executive officers named above resulting from the
terminated plan were as follows:
Mr. Caton 1999 $ 0
1998 $274,000
Mr. Ferree 1999 $ 25,000
1998 $ 25,000
Employment and other Compensation Agreements
Mr. Hinton has an Employment Agreement with MPS, pursuant to which he
is serving as President and Chief Executive Officer of MPS for a term that ends
on March 18, 2001 for a salary at the current rate of $275,000 per year. Under
the agreement, he receives a car allowance of $550 per month and is eligible to
receive an annual bonus at the discretion of the Board of Directors of MPS. If
his employment with MPS terminates without cause or because of disability, MPS
is obligated to continue to pay him the salary specified in the agreement for a
period ending on the later to occur of March 18, 2002 or the first anniversary
of the date of his termination, except that, in the case of disability, the
salary continuation is reduced by the amount of any benefits he receives from
disability insurance provided by MPS. In 1999, Mr. Hinton elected to take no
salary for three months.
In 1997, the Company entered into agreements with the executives of
MPS, including Mr. Hinton that granted options to the executives, exercisable
only if certain conditions are satisfied, to acquire up to 20% of the authorized
common shares of MPS. The number of shares to be issued pursuant to the
agreements was dependent upon several factors, including the future earnings and
value of MPS. Mr. Hinton's potential ownership was 37.5% of the 20%.
On June 26, 1998 the Company, MPS and the executives entered into a
Restructure Agreement, which terminated the options. Mr. Hinton, in exchange for
the termination of the options, entered into a deferred compensation arrangement
that requires the Company to pay annual installments of $442,000, $422,000 and
$422,000 over the three-year period beginning June 26, 1999, as long as Mr.
Hinton continues employment with the Company. If Mr. Hinton is terminated
without cause all remaining amounts due under the deferred compensation
arrangement become immediately due to Mr. Hinton.
The Company also granted loans to the executives, in which Mr. Hinton
received $1,200,000, which are repayable in three equal annual installments,
plus interest at 5.7% per annum, beginning June 30, 1999. The loans are secured
by the MPS stock that each executive owns. If Mr. Hinton terminates for any
reason prior to the end of the three-year period, all remaining amounts under
the note become immediately payable.
5
<PAGE> 6
In June 1999, Mr. Caton resigned his position as President of the
Company. The Company entered into a consulting arrangement with Caton Financial
Services, Inc. ("Caton"), a company controlled by Mr. Caton, that expires in
December 2002. During that period Caton will, upon the Company's request,
provide consulting services to the Company on acquisitions and dispositions of
business investments, debt financing and other organizational matters. Caton is
being paid a monthly consulting retainer of $15,150. In addition, Caton may earn
fees in respect of certain transactions completed by the Company, if initiated
by Caton. The retainer paid to the date of any such transaction or transactions
will offset amounts otherwise due.
In connection with Mr. Caton's resignation the Company repurchased Mr.
Caton's stock ownership in two of the Company's subsidiaries. The purchase price
totaled $108,000 of which $53,000 is payable in equal monthly installments of
$1,300 to December 2002.
Compensation of Directors
Directors who are officers or employees of the Company do not receive
any additional compensation for serving as directors or as members of committees
of the Board of Directors. Directors who are not officers or employees of the
Company each receive a annual retainer of $15,000 and a fee of $750 for each
meeting of the Board of Directors or committee of the Board of Directors which
he attends. Directors are reimbursed for out-of-pocket costs incurred in
connection with attending meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
During the last fiscal year, the Compensation Committee of the Board of
Directors was composed of Messrs. James B. Gardner and Jeffrey W. Kramer. None
of these persons at any time has been an officer or employee of the Company or
any of its subsidiaries. In addition, there are no relationships among the
Company's executive officers, members of the Committee or entities whose
executives serve on the Board or the Committee that require disclosure under
applicable regulations promulgated by the Securities and Exchange Commission
("SEC").
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors provides advice
and recommendations to the Board of Directors concerning the salaries and
bonuses of the officers of NAB. The Board of Directors approves those salaries
and bonuses. This report describes the policies and principles that shape the
structure of NAB's executive compensation program.
NAB's executive compensation program is structured to achieve the
following objectives:
o to attract, retain and motivate highly qualified, energetic and
talented executives;
o to create an incentive to increase stockholder returns by establishing
a direct and substantial link between individual compensation and
certain financial measures which have a direct effect on stockholder
values, and;
o to create substantial long-term compensation opportunities for
individual executive officers based not only on long-term corporate
performance but also on sustained long-term individual performance.
To achieve its compensation objectives, NAB has structured an executive
compensation program using a combination of short-term and long-term elements:
(i) annual salary, (ii) annual bonus, and (iii) in some cases, long-term
contingent performance bonuses. In addition, the executive officers of NAB are
eligible to receive other benefits such as medical benefits, which are generally
available to employees of NAB and its subsidiaries.
6
<PAGE> 7
In structuring the specific components of executive compensation, NAB
is guided by the following principles:
o annual compensation should be set within reasonable ranges of the
annual compensation for similar positions with similarly-sized and
types of companies, which engage in one or more of the principal
businesses in which NAB engages.
o bonus payments should vary with the individual's performance and NAB's
financial performance; and
o a significant portion of compensation should be in the form of
long-term incentive compensation which aligns the interests of
executives with those of the stockholders and which creates rewards for
long-term sustained company performance and the achievements of NAB's
strategic objectives and to the extent that a recipient exercises
options which have vested by the achievement of performance goals.
CEO Compensation
NAB's current Chief Executive Officer (Mr. Bradley, Sr.) currently
receives a salary at the rate of $125,000 per year. During 1999 he did not
receive a bonus or participate in any employee benefit programs of NAB. The
salary of the Chief Executive Officer was within or below the Compensation
Committee's salary range guidelines and objectives for the Company's officers.
THE COMPENSATION COMMITTEE
James B. Gardner
Jeffrey W. Kramer
COMPANY STOCK PERFORMANCE
The following graph shows a comparison, for the period June 6, 1996
through December 31, 1999, of the cumulative total return for the Company as
compared to the NASDAQ Composite Index and the NASDAQ Financial Industry Index.
Prior to June 6, 1996 the Company was engaged in a business (real estate
ownership and management) which is unrelated to its current business (financial
services). Further, the Company's management changed completely on June 6, 1996,
as part of a reorganization. The Company believes therefore that a comparison
covering the period prior to June 6, 1996 would not be meaningful and could be
misleading.
[GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
----------------------------------------------------
COMPANY/INDEX/MARKET 6/6/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97
- -------------------- ------ ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
NAB Asset Corporation 100.00 132.11 120.96 227.82 176.15 154.42
NASDAQ Financial Index 100.00 100.19 108.70 120.64 125.86 146.57
NASDAQ Market Index 100.00 95.63 98.54 103.22 97.66 115.54
<CAPTION>
9/30/97 12/3/97 3/31/98 6/30/98 9/30/98 12/31/98
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
NAB Asset Corporation 146.79 120.96 190.83 139.45 102.75 88.07
NASDAQ Financial Index 171.02 185.15 195.15 190.15 157.98 178.17
NASDAQ Market Index 134.71 126.22 147.93 151.75 136.76 177.79
<CAPTION>
3/31/99 6/30/99 9/30/99 12/31/99
------- ------- ------- --------
<S> <C> <C> <C> <C>
NAB Asset Corporation 66.06 47.71 22.02 14.68
NASDAQ Financial Index 176.48 198.47 172.31 179.00
NASDAQ Market Index 198.63 216.14 219.66 324.42
</TABLE>
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of
NAB Common Stock (its only class of voting securities) owned beneficially as of
April 15, 2000 (i) by each person known to the Company to own beneficially more
than 5% of the outstanding Common Stock, (ii) by each director and executive
officer of the Company, and (iii) by all directors and executive officers of the
Company as a group. The table also sets forth the business address of each such
5% beneficial owner. Except as otherwise indicated, and subject to applicable
community property and similar laws, each of the persons named has sole voting
and investment power with respect to the shares shown as beneficially owned.
<TABLE>
<CAPTION>
Percent of Class
Name and Address Number of Shares Owned Beneficially Owned
---------------- ---------------------- ------------------
<S> <C> <C>
Charles E. Bradley, Jr.
c/o Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, CA 92618 1,934,706(1) 38.00%
Charles E. Bradley, Sr.
c/o Stanwich Partners, Inc.
One Stamford Landing
62 Southfield Avenue
Stanford, CT 06902 1,934,706(1) 38.00%
James B. Gardner 500 *
Jeffrey W. Kramer -- *
Alan Ferree 10,400 *
James E. Hinton 2,100 *
All officers and directors as a group
(six persons) 1,947,706(2) 38.26%
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, CA 92618 1,934,706 38.00%
Thomas F. Steyer, et al
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111 252,957(3) 4.97%
Greenhaven Associates, Inc.
Three Manhattanville Road
Purchase, N.Y. 10577 417,825(4) 8.21%
Central National-Gottesman, Inc., et al
Three Manhattanville Road
Purchase, N.Y. 10577 339,825(5) 6.67%
</TABLE>
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* Indicates less than 1%
(1) These shares are owned by Consumer Portfolio Services, Inc. ("CPS"). The
named individual may be deemed to be a beneficial owner of such shares
because he is an executive officer and a director of CPS.
(2) Includes the shares as to which note (1), above, applies.
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<PAGE> 9
(3) Farallon Partners, L.L.C. ("FPLLC") is the general partner of 5
partnerships, which collectively own 221,774 shares of NAB Common Stock
(the "Partnerships' Shares") for their own accounts. Farallon Capital
Management, L.L.C. ("FCMLLC") is an investment advisor to certain managed
accounts, which collectively own 31,183 such shares (the "Managed Account
Shares"). As managing members of FPLLC and FCMLLC, Enrique H. Boilini,
David I. Cohen, Joseph F. Downes, William F. Duhamal, Jason M. Fish,
Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L.
Millham, Meridee A. Moore, Mark C. Wehrly and Thomas F. Steyer have shared
voting and investment power as to, and may be deemed to be beneficial
owners of, the Partnership's Shares and the Managed Account Shares for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934 ("Rule
13d-3"). As a managing member of FPLLC, Fleur E. Fairman has shared voting
and investment power as to, and may be deemed to be the beneficial owner
of, the Partnerships' Shares for purposes of Rule 13d-3. Each of such
individuals has disclaimed beneficial ownership of such shares. The
foregoing information is based solely upon the information contained in
Schedule 13G dated February 7, 2000, filed with the Securities and
Exchange Commission (the "SEC") by FPLLC, FCMLLC, the individuals referred
to in this Note (3) and certain others.
(4) Greenhaven Associates, Inc. ("Greenhaven"), an investment adviser under
the Investment Advisers Act of 1940 that is owned and controlled by Edgar
Wachenheim, III, has sole voting and investment power with respect to
131,025 such shares and shared investment power with respect to 286,800
such shares held in other customers' accounts managed by Greenhaven. No
such client has an interest that relates to more than 5% of the
outstanding shares of Common Stock. The above information is based upon
information contained in Amendment No. 7 to a Schedule 13G dated January
13, 1998, filed with the SEC by Greenhaven.
(5) The following entities and individuals have filed with the SEC a joint
Amendment No. 3 to Schedule 13G dated January 30, 1997 as to these shares:
Central National Gottesman, Inc., Asgot Securities, Inc., Central National
Gottesman Profit Sharing Trust, Sue and Edgar Wachenheim Foundation,
Cenwac Securities, Inc., Cenro Corporation, Sejak Corporation, Edgar
Wachenheim III, James G. Wallach, Kate W. Cassidy, Kenneth L. Wallach and
Mary & James G. Wallach Foundation. The filing states that all persons and
entities making the filing have shared power to vote and dispose of the
shares covered by such filing, except that Mr. Wachenheim has sole power
to vote and dispose of 21,375 of such shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At December 31, 1999, the Company had borrowed under notes and a line
of credit from Stanwich Financial Services Corp. ("SFSC") a total of $9,277,000.
During 1999, Mr. Bradley, Sr. and Mr. Bradley, Jr. together owned a majority of
the outstanding common stock of SFSC. Since December 31, 1999 NAB has repaid
$1,724,000 of the principal of the indebtedness.
On March 15, 2000 NAB entered into a Second Debt Restructure Agreement,
effective March 7, 2000, with SFSC in which SFSC agreed to extend the maturity
dates on the indebtedness to December 31, 2002. Additionally, SFSC agreed to
defer monthly interest payments, at NAB's option, on the notes to March 31,
2001; provided that any deferred interest payment will bear interest at 14% per
annum until paid. Beginning in March 2001, monthly principal payments of
$100,000 are required in addition to monthly interest (and any deferred
interest).
In May 1999, the Company advanced SFSC $921,000 pursuant to a
promissory note due September 30, 2000. The note bears interest at 16%, payable
quarterly. As of December 31, 1999 the note had a balance of $277,000. This note
was fully paid by SFSC in March 2000.
On March 7, 2000, a subsidiary of the Company borrowed, under secured
notes, $300,000 from Mr. Hinton and $200,000 from Mr. Ferree. The notes bear
interest at 14% per annum and are due April 30, 2000.
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<PAGE> 10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NAB ASSET CORPORATION
Date: April 30, 2000 /s/ Charles E. Bradley, Sr.
----------------------------------
Charles E. Bradley, Sr.
Chief Executive Officer,
Chairman of the Board
Date: April 30, 2000 /s/ Alan Ferree
----------------------------------
Alan Ferree
Senior Vice President,
Chief Financial Officer
10
