SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: Commission File No.:
March 31, 1997 0-19516
SUNRISE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1632858
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5500 Wayzata Boulevard, Suite 725
Golden Valley, Minnesota 55416
(Address of principal executive offices)
Registrant's telephone number, including area code:
(612) 593-1904
--------------------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.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. _____
--------------------------------------------
The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of June 27, 1997 was approximately $13,554,817 based upon the
closing sale price of the Registrant's Common Stock on such date.
Shares of $.01 par value Common Stock outstanding at June 27, 1997: 7,188,721
shares.
<PAGE>
This Amendment No. 1 to the Form 10-K for the year ended March 31, 1997 is being
filed to amend Part III as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
Information relating to the executive officers of the Company is set
forth at the end of Part I of the Form 10-K previously filed. The names and ages
of current directors of the Company in addition to information regarding their
business experience for the past five years is set forth below. Directors are
elected to serve until the next Annual Meeting of Shareholders and until their
successors are duly elected and qualified.
<TABLE>
<S> <C> <C>
Current Positions with the Company
Name and Age and Principal Occupations and Other Director
of Nominee Information for the Past Five Years Since
Peter J. King In April 1997, Mr. King was re-appointed to the Company's Board of 1995
69 Directors and was also appointed Chairman of the Board in June 1997.
Mr. King had previously served as Chairman of the Board from February
1995 to February 1996 and as a director from February 1995 to July 1996,
resigning because of a conflict of interest from his claims arising from
the merger with ILC. Mr. King also had previously served as a member of
the Company's Interim CEO Committee from July 1995 until July 1996. Mr.
King founded ILC in 1974 and served as its president until ILC was
merged into the Company in February 1995. Mr. King is currently
chairman of The King Management Corporation. Mr. King is not related to
Thomas King, Secretary and a Director of the Company.
Donald R. Brattain Mr. Brattain has served as a Director of the Company since 1989
57 November 1989. From July 1995 to July 1996, Mr. Brattain served as a
member of the Company's Interim CEO Committee; and, from July 1991 to
February 1995, he served as the Company's Chairman of the Board.
Mr. Brattain has served as President of Brattain & Associates, LLC, an
investment company, since 1981. He is also a director of Everest
Medical Corporation, Barefoot Grass Lawn Service, Inc., Harmony Brook,
Inc. and Featherlite Mfg., Inc.
Thomas R. King Mr. King has served as Secretary of the Company since July 1991 and as a 1991
57 Director of the Company since December 1991. From February 1996 to June
1997, Mr. King served as the Company's Interim Chairman of the Board.
He has been an officer and shareholder of Fredrikson & Byron, P.A., the
Company's legal counsel, for more than the past five years. He is also
a director of Datakey, Inc. Mr. King is not related to Peter King,
Chairman of the Board.
Jeffrey G. Jacobsen Mr. Jacobsen was appointed a member of the Company's Board of Directors 1997
49 in June 1997. Mr. Jacobsen has served as President of The King
Management Corporation since April 1997. Prior to joining The King
Management Corporation, Mr. Jacobsen served as a vice president of The
Network Systems Group of Storage Technology from March 1983 to April
1997.
Andrew G. Sall Mr. Sall has served as a Director of the Company since February 1995. 1995
64 Mr. Sall served as Executive Vice President of The Churchill Companies,
a company that provides asset based lending and mortgage banking
services, from June 1990 to June 1993, when he retired. Mr. Sall
currently provides consulting services to various companies.
Errol F. Carlstrom Mr. Carlstrom was appointed a member of the Company's Board of Directors 1997
56 in June 1997. Mr. Carlstrom has served as President since January 1996
and as Chief Executive Officer since July 1996. Mr. Carlstrom served
as Chief Operating Officer from January 1996 until July 1996. Prior to
joining the Company, Mr. Carlstrom was President and Chief Operating
Officer of CCX Worldwide, Ltd., an international computer equipment
trading company, from January 1992 to January 1996. Mr. Carlstrom was also
President and a principal of Connectivity Systems Credit Corporation
from October 1994 to December 1995, which provided lease financing for
local area and wide area networks (LAN and WAN systems).
</TABLE>
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
April 1, 1996 through March 31, 1997, all filing requirements applicable to its
officers, directors, and greater than ten-percent beneficial owners were
complied with, except each of Barry Schwach, R. Bradley Pike, and Dana C.
Prescott, officers of the Company reported an option grant on a Form 5 that was
not timely filed.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to each
person who served in the capacity of the Company's Chief Executive Officer
during fiscal 1997 and for each person who served as an executive officer during
fiscal 1997 whose total salary and bonus earned during fiscal 1997 exceeded
$100,000.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
-------------------------------------------- ------------------------- -------
Restricted
Name and Stock Options/ LTIP
Principal Fiscal Other Annual Awards(s) SARs Payouts All Other
Position Year Salary($) Bonus($)(1) Compensation($) ($) (#) ($) Compensation($)
- ----------- ------ ----------- ----------- ---------------- ---------- ------------ ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter J. King 1997 104,000 (2) --- --- --- --- --- ---
Chairman and 1996 160,000 (2) --- 12,500 (2) --- --- --- ---
Former Interim
CEO
Committee(3)
Errol F. Carlstrom 1997 150,000 111,860 --- --- --- --- 1,913(5)
Chief Executive 1996 37,500 15,000 --- --- 250,000 --- ---
Officer & President
Donald R. Brattain 1997 --- --- 5,500 (3) --- --- --- ---
Former Interim 1996 --- --- 10,000 (3) --- --- --- ---
CEO Committee(3)
Barry J. Schwach 1997 126,000 10,000 --- --- 25,000 --- 1,606(5)
Executive Vice 1996 126,000 62,600 --- --- 4,000 (4) --- 1,499
President of 1995 23,750 7,750 --- --- 15,000 --- ---
Finance and
Administration
and CFO
Dana C. Prescott 1997 286,000 --- --- --- --- --- 2,250(5)
Senior Vice 1996 126,000 --- 12,600 --- 4,000 (4) --- 1,123
President - 1995 182,000 --- 20,000 --- 10,000 --- 1,585
National Sales
Manager
R. Bradley Pike 1997 75,000 35,795 --- --- 5,000 --- 844(5)
Vice President - 1996 6,250 --- --- --- --- --- ---
Asset Management
William B. King 1997 126,000 47,198 --- --- --- --- 1,606(5)
Former Vice 1996 112,998 12,600 --- --- 4,000 (4) --- 999
President - 1995 18,750 6,249 --- --- 12,000 --- 820
National Vendor
Programs
- ------------------
</TABLE>
<PAGE>
(1) Reflects bonus earned during the fiscal year. In some instances all or
a portion of the bonus was paid during the next fiscal year.
(2) Mr. Peter King served as a member of the Interim CEO Committee from
July 1995 until July 1996, for which he received no compensation; all
compensation was paid to him pursuant to his Consulting and
Noncompetition Agreement described in the section entitled Certain
Relationships and Related Transactions below.
(3) Mr. Brattain served as a member of the Interim CEO Committee from July
1995 to July 1996, for which he received no compensation; the
compensation paid to Mr. Brattain was pursuant to director compensation
for non-employee directors described in the section entitled
Compensation of Directors below.
(4) Option granted subsequent to March 31, 1996 fiscal year-end as part of
discretionary bonus awarded with respect to fiscal 1996
(5) Represents total Company matching contributions to the Company's 401(k)
plan.
Option Grants During 1997 Fiscal Year
The following table provides information regarding stock options
granted during fiscal 1997 to the named executive officers in the Summary
Compensation Table. The Company has not granted any stock appreciation rights.
<TABLE>
<CAPTION>
Percent of
Total Options Exercise or
Options Granted Base Price
Name Granted In Fiscal Year Per Share (1) Expiration Date
---- ------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
Peter J. King --- --- --- ---
Errol F. Carlstrom --- --- --- ---
Donald R. Brattain --- --- --- ---
Barry J. Schwach 25,000 (2) 24.63% $2.625 04/23/06
4,000 (3) 3.94% $2.625 04/23/06
Dana C. Prescott 4,000 (3) 3.94% $2.625 04/23/06
R. Bradley Pike 5,000 (4) 4.93% $3.375 07/24/06
William B. King 4,000 (5) 3.94% $2.625 04/23/06
</TABLE>
(1) Exercise price is equal to the fair market value on the date of grant.
(2) Option was exercisable in full on April 23,1996.
(3) Option becomes exercisable to the extent of 1,000 shares on each of
April 23, 1997, 1998, 1999 and 2000.
(4) Option becomes exercisable to the extent of 1,250 shares on each of
July 24, 1997, 1998, 1999 and 2000.
(5) Option would have become exercisable to the extent of 1,000 shares on
each of April 23, 1997, 1998, 1999 and 2000; however, the option
terminated prior to vesting following Mr. William King's termination of
employment.
<PAGE>
Option Exercises During 1997 Fiscal Year and Fiscal Year-End Option Values
The following table provides information related to options and
warrants exercised by the named executive officers during fiscal 1997 and the
number and value of options held at fiscal year-end. The Company does not have
any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money Options at
Shares Underlying Unexercised March 31, 1997
Acquired on Value Options at March 31, 1997 Exercisable/
Name Exercise Realized Exercisable/Unexercisable Unexercisable(1)
<S> <C> <C> <C> <C>
Peter J. King -- -- 0 exercisable $0 exercisable
0 unexercisable $0 unexercisable
Errol F. Carlstrom -- -- 50,000 exercisable $12,5000 exercisable
200,000 unexercisable $466,000 unexercisable
Donald R. Brattain -- -- 4,000 exercisable $0 exercisable
0 unexercisable $0 unexercisable
Barry J. Schwach -- -- 32,500 exercisable $21,875 exercisable
11,500 unexercisable $3,500 unexercisable
Dana C. Prescott -- -- 21,000 exercisable $0 exercisable
9,000 unexercisable $3,500 unexercisable
R. Bradley Pike -- -- 0 exercisable $0 exercisable
5,000 unexercisable $625 unexercisable
William B. King -- -- 6,000 exercisable $0 exercisable
10,000 unexercisable $3,500 unexercisable
</TABLE>
(1) Value is calculated on the basis of the difference between the option
exercise price and the closing sale price for the Company's Common
Stock at March 31, 1997 as quoted on the Nasdaq National Market,
multiplied by the number of shares of Common Stock underlying the
option.
Employment and Severance Agreements or Arrangements
In connection with the Company's February 1995 merger with ILC, the
Company assumed ILC's obligations under Employment Agreements with Barry
Schwach, the Company's Executive Vice President of Finance and Administration
and Chief Financial Officer, and William King, the Company's former Vice
President - National Vendor Programs. These agreements assured Mr. Schwach and
Mr. King minimum compensation of at least $115,000 and $95,000 per year,
respectively. These agreements also provide that if, prior to February 13, 1997,
such officer's employment is terminated without cause or his title or duties are
adversely changed without his consent, then such individual will be paid an
amount equal to his assured minimum compensation for the remaining period to
February 13, 1997.
On November 14, 1996, the Company entered into a severance agreement
and release (the "Agreement") with William B. King, the Company's former Vice
President - National Vendor Programs, in connection with Mr. King's resignation
as an officer and employee of the Company. Pursuant to the Agreement, Mr. King
continued to receive his base salary of $10,500 per month through March 31,
1997. Pursuant to the agreement, Mr. King was eligible for a bonus up to an
amount equal to 40% of his salary based on certain performance criteria. In
addition, Mr. King agreed that, for a twelve-month period from April 1, 1997
through March 31, 1998, he would not (i) compete with the Company, (ii) disclose
confidential information relating to the Company, (iii) solicit any of the
Company's employees to leave the Company, (iv) contact the Company's customers
or (v) cause the discontinuance of the Company's business.
<PAGE>
On June 16, 1997, the Company entered into an agreement (the
"Agreement") with Peter J. King and The King Management Corporation ("King
Management"), a corporation which is controlled by Mr. Peter King, whereby Mr.
Peter King would become Chairman of the Company and would be employed by the
Company and whereby Mr. Peter King and/or King Management would provide certain
services, including but not limited to working with management on current and
prospective vendor relationships, monitoring problem leases and loan,
implementing fiscal 1998 and fiscal 1999 plans; assisting the Company on meeting
financing requirements and working with the Company's bankers. In addition, King
Management will use its balance sheet resources to enable the Company to meet
its vendor leasing program financing requirements. The term of the Agreement is
from June 16, 1997 through June 15, 1999. Pursuant to the Agreement, Mr. Peter
King receives a salary of $10,000 per month for his services as a director and
employee of the Company. In addition, Mr. Peter King received (i) a five-year
option to purchase 270,753 shares of the Company's Common Stock at $3.125 per
share, which option is immediately exercisable, and (ii) a five-year option to
purchase 270,753 shares of the Company's Common Stock at $3.125 per share, which
option will become exercisable on June 16, 2001 if Mr. Peter King is still
employed by the Company; provided, however, that the vesting of such option will
be accelerated prior to June 16, 1999 if certain conditions are met.
Compensation of Directors
Meeting Fees. The Company pays each director who is not an employee of
the Company (a "Non-Employee Director") an annual retainer of $2,500 plus $1,000
for each Board of Directors meeting attended and $500 for each committee meeting
attended. Mr. Peter King, agreed that he would not receive such fees during the
period of his consulting agreement as described in the section entitled Certain
Transactions below.
Stock Option Grants. The Company's 1991 Stock Option Plan provides for
the automatic grant of stock options to each Non-Employee Director to purchase
the following number of shares of the Company's Common Stock at exercise prices
equal to 100% of the current market price on the date of grant: (i) 10,000
shares upon such Non-Employee Director's initial election to the Board, which
option becomes exercisable to the extent of 20% immediately and 20% each year
thereafter so long as such person remains a director of the Company, and (ii)
2,000 shares upon such Non-Employee Director's annual re-election to the Board
of Directors, which option is immediately exercisable in full. Mr. Peter King,
agreed that he would not receive options under the formula stock option grants
to Non-Employee Directors during the period of his consulting agreement as
described in the section entitled Certain Transactions below.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table provides information as of July 21, 1997 concerning
the beneficial ownership of the Company's Common Stock by (i) persons known to
the Company to be the beneficial owners of more than 5% of the Company's
outstanding Common Stock as of July 21, 1997, (ii) each director of the Company,
(iii) the named executive officers in the Summary Compensation Table and (iv)
all directors and current executive officers as a group.
Name (and Address of Number of shares Percent
5% Holders) or Identity of Group Beneficially Owned(1) of Class(2)
- -------------------------------- ------------------ --------
Peter J. King 363,812(3) 4.5%
Errol F. Carlstrom 50,000(4) *
Donald R. Brattain 324,300(5) 4.2%
Thomas R. King 18,000(6) *
Andrew G. Sall 29,654(7) *
Jeffrey G. Jacobsen 7,029(8) *
Barry J. Schwach 154,218(9) 2.0%
Dana C. Prescott 32,760(10) *
R. Bradley Pike 1,250(11) *
William B. King 0(12) *
Stephen D. Higgins, Individually 3,354,136(13) 43.1%
and as a Trustee
2500 World Trade Center
30 East 7th Street
St. Paul, MN 55101
Heartland Advisors, Inc. 400,000(14) 5.1%
790 North Milwaukee Street
Milwaukee, WI 53202
All Current Executive Officers and 979,023(15) 11.9%
Directors as a Group
(9 persons)
- -----------------------
*less than 1%
(1) Unless otherwise indicated, each person named or included in the group
has sole power to vote and sole power to direct the disposition of all
shares listed as beneficially owned by such person.
(2) Under the rules of the SEC, shares not actually outstanding are deemed
to be beneficially owned by an individual if such individual has the
right to acquire the shares within 60 days. Pursuant to such SEC rules,
shares deemed beneficially owned by virtue of an individual's right to
acquire them are also treated as outstanding when calculating the
percent of the class owned by such individual and when determining the
percent owned by any group in which the individual is included.
<PAGE>
(3) Includes 270,753 shares which may be acquired by Mr. Peter King within
60 days after July 21, 1997 upon exercise of outstanding stock options
and 2,000 shares held by The King Holding Corporation, of which Mr.
Peter King is a principal shareholder, officer and director sharing
voting and investment power over such shares.
(4) Includes 50,000 shares which may be acquired by Mr. Carlstrom within 60
days after July 21, 1997 upon exercise of outstanding stock options.
(5) Includes 4,000 shares which may be acquired by Mr. Brattain within 60
days after July 21, 1997 upon exercise of outstanding nonqualified
stock options.
(6) Includes 12,000 shares which may be acquired by Mr. Thomas King within
60 days after July 21, 1997 upon exercise of outstanding nonqualified
stock options.
(7) Includes 24,625 shares which may be acquired by Mr. Sall within 60 days
after July 21, 1997 upon exercise of outstanding nonqualified stock
options.
(8) Includes 2,000 which may be acquired by Mr. Jacobsen within 60 days
after July 21, 1997 upon exercise of outstanding nonqualified stock
options.
(9) Includes 32,500 which may be acquired by Mr. Schwach within 60 days
after July 21, 1997 upon exercise of outstanding incentive stock
options.
(10) Includes 22,000 shares which may be acquired by Mr. Prescott within 60
days after July 21, 1997 upon exercise of outstanding incentive stock
options
(11) Includes 1,250 shares which may be acquired by Mr. Pike within 60 days
after July 21, 1997 upon exercise of outstanding incentive stock
options.
(12) Does not include 1,640,325 shares held in a trust for Mr. William
King's benefit, for which he has no voting or investment power.
(13) Includes 431,999 shares held by Mr. Higgins as trustee for the 1996
Grantor Retained Annuity Trust for the benefit of Peter J. King, the
Company's Chairman of the Board, and an aggregate of 2,917,108 shares
held by Mr. Higgins as trustee for the William B. King Stock Trust and
the Russell S. King Stock Trust, respectively, both of whom are sons of
Mr. Peter King. As trustee of the aforementioned trusts, Mr. Higgins
has voting and dispositive power over the shares, but he disclaims
beneficial ownership of such shares.
(14) The shares are held in investment advisory accounts of Heartland
Advisors, Inc. ("Heartland"). One of the accounts, Heartland Value
Fund, a series of Heartland Group, Inc., a registered investment
company, relates to more than 5% of the Company's Common Stock.
Heartland has the sole power to vote and dispose of the shares;
however, various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
share shares. The Company has relied on information contained in a
Schedule 13G dated February 12, 1997 filed by Heartland with the
Securities and Exchange Commission.
(15) Includes 418,128 shares of Common Stock which may be acquired within 60
days after July 21, 1997 upon the exercise of outstanding options and
2,000 shares held by a corporation. Does not include 431,999 shares
held in a trust for the benefit of a director for which the director
has no voting or investment power.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has adopted a policy of not entering into transactions in
which any officer, director, shareholder or affiliate of the Company has a
material financial interest unless the transaction has been approved by a
majority of the disinterested directors of the Company based upon a
determination that the terms of such transactions are no less favorable to the
Company than those which could be obtained from unaffiliated third parties. The
Company has entered into the following transactions in which directors had a
material financial interest:
Harmony Brook--In fiscal 1994, the Company entered into a $2,000,000
line of credit with Harmony Brook of which Mr. Brattain is a
shareholder, Chairman and Director. As of March 31, 1997, $1,355,000
was outstanding. The line is used by Harmony Brook to fund the
expansion of its business operations and is collateralized by certain
assets of Harmony Brook.
Gift Certificate Centers--As of March 31, 1997, the Company had a
direct-financing lease outstanding with Gift Certificate Centers, of
which Mr. Brattain is a principal shareholder. The net asset value at
year-end was $113,795.
The King Management Corporation--The Company had a note in the original
principal amount of $11,733,000 payable to The King Management
Corporation, a majority of the common stock of which is owned by Peter
J. King. This note was collateralized by certain rental equipment which
is presently on lease to various customers. The note was due in
semi-monthly installments, payable in full February 16, 1996, and bears
interest at prime (9.0% at March 31, 1995 and 8.25% at March 31, 1996).
This note was paid in full in November 1996.
Dougherty Dawkins--In December 1995, the Company sold to Dougherty
Dawkins, Inc., an investment banking firm of which former Director
Thomas Strand is Vice Chairman, certain asset-based loans having an
aggregate net value of approximately $3,600,000 for a price
approximately equal to such aggregate net value. During fiscal 1997,
the Company paid $338,000 to Dougherty Dawkins Inc. for assistance in
arranging a securitization of $20 million for the Company.
On February 13, 1995, the Company entered into a Consulting and
Noncompetition Agreement with Peter J. King, whereby Mr. King would provide
consulting services to the Company for three years. Mr. King is to receive
annual fees of $167,500 for the first year, $107,500 for the second year and
$60,000 for the third year. In addition, the agreement provides for the payment
of $12,500 on each of the date of the agreement and the first anniversary date
of the agreement as consideration for Mr. King's agreement not to compete with
the Company for a two-year period. This agreement expired in February 1997. See
Employment and Severance Agreements and Arrangements for description of
employment agreement entered into on June 16, 1997 between the Company and Mr.
King.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SUNRISE RESOURCES, INC.
Date: July 28, 1997 By: /s/ Errol F. Carlstrom
Errol F. Carlstrom, President &
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amendment to Form 10-K for year ended March 31, 1997 has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signatures Title Date
/s/ Errol F. Carlstrom President, Chief Executive July 28, 1997
Errol F. Carlstrom Officer and Director
(principal executive officer)
/s/ Barry J. Schwach Executive Vice President of Finance July 28, 1997
Barry J. Schwach and Administration and
Chief Financial Officer
(principal financial officer)
/s/ Paul R. Wotta Controller (principal accounting July 28, 1997
Paul R. Wotta officer)
* Chairman of the Board and July 28, 1997
Peter J. King Director
* Secretary and Director July 28, 1997
Thomas R. King
* Director July 28, 1997
Donald R. Brattain
* Director July 28, 1997
Andrew G. Sall
* Director July 28, 1997
Jeffrey G. Jacobsen
* /s/ Barry J. Schwach
Barry J. Schwach, Attorney-in-Fact
pursuant to Power of Attorney
