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, 1998 0-19516
SUNRISE INTERNATIONAL LEASING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 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 18, 1998 was approximately $11,305,440 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 18, 1998: 7,806,046
shares.
<PAGE>
This Amendment No. 1 to the Form 10-K for the year ended March 31, 1998 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>
<CAPTION>
Current Positions with the Company and Principal
Name and Age Occupations for the Past Five Years and Other Director
of Nominee Information Since
<S> <C> <C>
Peter J. King Mr. King has served as the Company's Chief Executive 1997
70 Officer and Chief Financial Officer since April 1,
1998. In April 1997, Mr. King was re-appointed to the
Company's Board of 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. 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 International Leasing Corporation
("ILC") in 1974 and served as its President until ILC
was merged into the Company in February 1995. Mr.
King also serves as Chairman of The King Management
Corporation. Mr. King is not related to Thomas King,
a Director of the Company.
Donald R. Brattain Mr. Brattain has served as a Director of the Company 1989
57 since 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
and Featherlite Mfg., Inc.
Thomas R. King Mr. King has served as a Director of the Company 1991
58 since December 1991. From July 1991 to July 1997, Mr.
King served as Secretary of the Company, and, from
February 1996 to June 1997, he 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 1997
50 Board of Directors in April 1997 and has served as
Secretary of the Company since July 1997. In June
1998, Mr. Jacobsen was appointed an Executive Vice
President of the Company. Mr. Jacobsen has served as
President of The King Management Corporation from
April 1997 to June 1998. He continues to serve as a
director of The King Management Corporation. Mr.
Jacobsen served as Vice President of The Network
Systems Group of Storage Technology from March 1983
to April 1997.
</TABLE>
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, 1997 through March 31, 1998, all filing requirements applicable to its
officers, directors, and greater than ten-percent beneficial owners were
complied with, except that Mr. Brattain reported one transaction on a Form 4
that was not timely filed and Mr. Peter King reported two transactions on a Form
4 that was not timely filed, and as trustee of a Voting Trust Agreement, filed a
Form 3 late.
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 during fiscal 1998 in the capacity of (i) Chief Executive
Officer or (ii) an executive officer whose total salary and bonus earned during
fiscal 1998 exceeded $100,000. Mr. Peter King, the Company's current Chief
Executive Officer, is not included in this table since he did not serve in such
capacity during fiscal 1998.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
-------------------------------------------- ------------------------- -------
Restricted
Name and Stock Options/ LTIP
Principal Fiscal Other Annual Awards(s) SARs Payouts All Other
Position Year Salary($) Bonus($)(1) Compensation($) ($) (#) ($) Compensation($)(2)
- ----------- ------ ----------- ----------- ---------------- ---------- ------------ ------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Errol F. 1998 197,600 5,000 --- --- --- --- 2,400
Carlstrom 1997 150,000 111,860 --- --- --- --- 1,913
Former 1996 37,500 15,000 --- --- 250,000 --- ---
Chief
Executive
Officer &
President
Barry J. 1998 126,000(3) --- --- --- --- --- 52,500(4)
Schwach 1997 126,000 10,000 --- --- 25,000 --- 1,606
Former 1996 126,000 62,600 --- --- 4,000 --- 1,499
Executive
Vice
President
of Finance and
Administration
and CFO
Dana C. 1998 128,853(5) --- --- --- --- --- 2,400
Prescott 1997 126,000 --- 160,000 --- 4,000 --- 2,250
Former 1996 126,000 --- 12,600 --- 10,000 --- 1,123
Senior Vice
President
- - National
Sales Manager
R. Bradley 1998 88,169 7,000 --- --- --- --- 1,831
Pike 1997 75,000 35,795 --- --- 5,000 --- 844
Vice 1996 6,250 --- --- --- --- --- ---
President
- - Asset
Management
</TABLE>
- ------------------
(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) Represents total Company matching contributions to the Company's 401(k)
plan.
(3) Includes $42,000 paid to Mr. Schwach pursuant to a Severance Agreement.
See section entitled Employment and Severance Agreements or
Arrangements.
(4) Represents payment made in fiscal year 1998 for severance payments due
for April 1, 1998 through August 31, 1998.
(5) Includes $84,000 paid to Mr. Prescott pursuant to a Severance
Agreement. See section entitled Employment and Severance Agreements or
Arrangements.
<PAGE>
Option Grants During 1998 Fiscal Year
The Company did not grant any stock options or stock appreciation
rights during fiscal 1998 to the named executive officers in the Summary
Compensation Table.
Option Exercises During 1998 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 1998 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
In-the-Money
Shares Number of Securities Options at
Acquired Underlying Unexercised March 31, 1998
on Value Options at March 31, 1998 Exercisable/
Name Exercise Realized Exercisable/Unexercisable Unexercisable(1)
<S> <C> <C> <C> <C>
Errol F. Carlstrom -- -- 100,000 exercisable $62,500 exercisable
150,000 unexercisable $93,750 unexercisable
Barry J. Schwach -- -- 33,500 exercisable $32,500 exercisable
0 unexercisable $0 unexercisable
Dana C. Prescott -- -- 14,500 exercisable $1,250 exercisable
5,500 unexercisable $13,438 unexercisable
R. Bradley Pike -- -- 2,500 exercisable $3,125 exercisable
2,500 unexercisable $3,125 unexercisable
</TABLE>
(1) Value is calculated on the basis of the difference between the option
exercise price and $3.875, the closing sale price for the Company's
Common Stock at March 31, 1998 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 March 31, 1998 resignation of Errol Carlstrom as
the Company's President and Chief Executive Officer, a severance agreement was
entered into, under which Mr. Carlstrom is receiving $12,500 per month for the
period of April 1, 1998 through March 31, 1999. Pursuant to the Agreement, Mr.
Carlstrom was also paid an additional $4,167 in each of the months of April
through June 1998. Mr. Carlstrom agreed to not compete with the Company until
March 31, 2001. Mr. Carlstrom has advised the Company that he is contesting
certain terms of the severance agreement, including the non-competition
provisions.
<PAGE>
Pursuant to an agreement by and among the Company, Mr. Peter King and
The King Management Corporation ("King Management"), a corporation which is
controlled by Mr. King, dated June 16, 1997, as amended on June 23, 1998 (the
"Management Agreement"), it was agreed that Mr. King or King Management would
provide certain management services to the Company. Pursuant to the Management
Agreement, Mr. King is an employee of the Company and will serve as Chairman of
the Board and Chief Executive Officer until June 30, 2000 at a salary of
$200,000 per year. In addition to stock options to purchase an aggregate of
541,506 shares at $3.375 per share granted to Mr. King at the time the
Management Agreement was first entered into, on June 23, 1998, Mr. King received
(i) a fully vested seven-year nonqualified stock option to purchase 250,000
shares at $3.25 per share under the Company's 1991 Stock Option Plan and (ii) a
seven-year nonqualified cliff vesting stock option to purchase 400,000 shares at
$3.25 per share outside of the Company's 1991 Stock Option Plan. The cliff
vesting options vest after six years if Mr. King continues to be an employee of
the Company. Vesting is accelerated if the Company's Common Stock attains
certain agreed closing average stock prices, as reflected in the Nasdaq Market
System, for a period of ten consecutive business days, as follows: 125,000
shares at $5.00, 125,000 shares of $6.00 and 150,000 shares at $7.00. The
Management Agreement provides that Mr. King and/or King Management would provide
certain services to the Company, including but not limited to working with
management on current and prospective vendor relationships, monitoring problem
leases and loans; assisting the Company on meeting financing requirements and
working with the Company's bankers. See the section entitled Certain
Relationships and Related Transactions for additional arrangements pursuant to
the Management Agreement.
On November 6, 1997, the Company entered into a Separation Agreement
and Release of Claims with Dana Prescott, the Company's former Senior Vice
President - National Sales Manager, in connection with Mr. Prescott's
resignation as an officer and employee of the Company. Pursuant to the
Agreement, Mr. Prescott continued to receive his base salary of $10,500 per
month through April 30, 1998, plus all benefits in connection with the Company's
employee benefit plans. In addition, Mr. Prescott was paid for accrued but
unused vacation. In addition, Mr. Prescott agreed that, for a two-year period
beginning September 1, 1997, he would not (i) compete with the Company, (ii)
contact the Company's customers or (iii) solicit any of the Company's employees
to leave the Company. The Agreement contains mutual releases.
On November 13, 1997, the Company entered into a Separation Agreement
and Release of Claims with Barry Schwach, the Company's former Chief Financial
Officer, in connection with Mr. Schwach's resignation as an officer and employee
of the Company as of November 30, 1997. The Agreement provides that Mr. Schwach
receive an amount equal to his base monthly salary, $10,500, each month from
December 1, 1997 through August 31, 1998; provided, however, in January 1998,
Mr. Schwach was paid $84,000, the entire balance of such monthly payments. In
addition, Mr. Schwach agreed that, for the period through August 31, 1998, he
would not (i) compete with the Company, (ii) contact the Company's customers or
(iii) solicit any of the Company's employees to leave the Company. Mr. Schwach
also agreed that he would not disclose confidential information relating to the
Company. The Agreement contains mutual releases.
<PAGE>
Compensation of Directors
Meeting Fees. During fiscal 1998, the Company paid each director who
was 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. On June 23, 1998, the annual retainer
was increased to $10,000, and the payment for each Board meeting was increased
to $1,500. 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
Relationships and Related Transactions below.
Stock Option Grants. The Company's 1991 Stock Option Plan has provided
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, 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. On June 23, 1998, subject to shareholder approval, the Board amended
the 1991 Stock Option Plan to increase the initial grant to a new non-employee
director to 15,000 shares, which option becomes exercisable to the extent of
2,000 shares immediately, 2,500 shares after year one, 3,000 shares after year
two, 3,500 shares after year three and 4,000 shares after year four. 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 Relationships and Related
Transactions below. In addition, for their services as a director, each of Mr.
Donald Brattain and Mr. Thomas King were granted an option to purchase 20,000
shares at $3.25 per share, which options are immediately exercisable, subject to
shareholder approval of an amendment to the Company's 1991 Stock Option Plan to
permit discretionary option grants to Non-Employee Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table provides information as of July 23, 1998 concerning
the beneficial ownership of the Company's Common Stock by (i) each director and
nominee for director of the Company, (ii) the named executive officers in the
Summary Compensation Table, (iii) persons known to the Company to be the
beneficial owners of more than 5% of the Company's outstanding Common Stock as
of July 23, 1998 and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Name (and Address of Number of shares Percent
5% Holders) or Identity of Group Beneficially Owned(1) of Class(2)
<S> <C> <C>
Peter J. King 4,292,879(3) 51.5%
c/o King Management Corporation
5500 Wayzata Boulevard, #750
Minneapolis, MN 55416
Donald R. Brattain 336,300(4) 4.3%
Thomas R. King 22,000(5) *
Jeffrey G. Jacobsen 9,029(6) *
Errol F. Carlstrom 0 *
R. Bradley Pike 2,500(7) *
Barry J. Schwach 128,218(8) 1.6%
Dana C. Prescott 12,760 *
Stephen D. Higgins, Individually 2,889,179(9) 36.9%
and as a Trustee
23785 Strehler Road
Loretto, MN 55357
Heartland Advisors, Inc. 630,000(10) 8.1%
790 North Milwaukee Street
Milwaukee, WI 53202
All Current Executive Officers and 4,662,708(11) 55.7%
Directors as a Group
(5 persons)
</TABLE>
<PAGE>
- -------------
*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.
(3) Represents (i) 3,436,797 shares that are subject to a Shareholder
Voting Trust Agreement dated May 27, 1998, pursuant to which Mr. Peter
King has the sole power to vote such shares, which shares include (a)
517,158 shares held by Mr. King directly, (b) 370,818 shares held by
The King Management Corporation, of which Mr. King is a principal
shareholder, officer and director, (c) 1,286,439 shares held by Stephen
D. Higgins, Trustee, William B. King Stock Trust UA dated November 21,
1989 for the benefit of William B. King (the "WBK Trust"), and (d)
1,262,382 shares held by Stephen D. Higgins, Trustee, Russell S. King
Stock Trust UA dated November 21, 1989 for the benefit of Russell S.
King (the "RSK Trust"); (ii) 335,329 shares held by the WBK Trust,
which shares are subject to a proxy granting Mr. King the power to vote
such shares solely for approval of the Company's stock option plans, as
defined by Schedule 14A of the Securities Exchange Act of 1934, and not
with respect to any other matter submitted to shareholders; and (iii)
520,753 shares which may be acquired by Mr. King within 60 days after
July 23, 1998 upon exercise of an outstanding stock option. Mr. King
does not have dispositive power over the shares held by the WBK Trust
or RSK Trust, but does have sole dispositive power over all other
shares described in this footnote. The Company has relied on
information contained in Amendment No. 6 to Schedule 13D filed by Mr.
King with the Securities and Exchange Commission on July 24, 1998 and
information provided by Mr. King.
(4) Includes 6,000 shares which may be acquired by Mr. Brattain within 60
days after June 23, 1998 upon exercise of outstanding stock options.
Does not include 20,000 shares which may be acquired by Mr. Brattain
within 60 days after July 23, 1998, subject to shareholder approval of
an amendment to the Company's 1991 Stock Option Plan, upon exercise of
an outstanding stock option (see section entitled Compensation of
Directors above).
(5) Includes 14,000 shares which may be acquired by Mr. Thomas King within
60 days after June 23, 1998 upon exercise of outstanding stock options.
Does not include 20,000 shares which may be acquired by Mr. King within
60 days after July 23, 1998, subject to shareholder approval of an
amendment to the Company's 1991 Stock Option Plan, upon exercise of an
outstanding stock option (see section entitled Compensation of
Directors above).
(6) Includes 4,000 which may be acquired by Mr. Jacobsen within 60 days
after July 23, 1998 upon exercise of outstanding stock options.
(7) Represents 2,500 shares which may be acquired by Mr. Pike within 60
days after July 23, 1998 upon exercise of outstanding stock options.
(8) Includes 7,500 which may be acquired by Mr. Schwach within 60 days
after July 23, 1998 upon exercise of outstanding stock options.
<PAGE>
(9) Includes (i) 2,548,821 shares, of which (a) 1,286,439 shares are held
by Mr. Higgins as Trustee of the WBK Trust and (b) 1,262,382 shares
held by Mr. Higgins as Trustee of the RSK Trust, all of which shares
are subject to a Shareholder Voting Trust Agreement dated May 27, 1998,
pursuant to which Mr. Peter King has the sole power to vote such shares
(see note (3) above), and (ii) 335,329 shares held by Mr. Higgins as
Trustee of the WBK Trust, of which Mr. Higgins has sole voting power;
provided, however, that the power to vote such shares solely with
respect to approval of the Company's stock option plans, and not with
respect to any other matter submitted to shareholders, has been granted
to Mr. King pursuant to a proxy (see note (3) above). Mr. Higgins has
sole dispositive power over all of the shares described in this
footnote. The Company has relied on information contained in Amendment
No. 4 to Schedule 13D filed by Mr. Higgins with the Securities and
Exchange Commission on July 24, 1998.
(10) 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,
the shares. The Company has relied on information contained in a
Schedule 13G dated February 2, 1998 filed by Heartland with the
Securities and Exchange Commission.
(11) Includes 297,253 shares of Common Stock which may be acquired within 60
days after July 23, 1998 upon the exercise of outstanding options,
370,818 shares held by a corporation, and 2,884,150 held by trusts.
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:
In connection with the February 1995 merger with International Leasing
Corporation, the Company entered into a Consulting and Noncompetition Agreement
("Consulting Agreement") with Peter J. King, whereby Mr. King provided
consulting services to the Company for three years ending February 13, 1998, Mr.
King was paid $5,000 a month during the third year of the Consulting Agreement.
Pursuant to an agreement by and among the Company, Mr. Peter King and
The King Management Corporation ("King Management"), a corporation which is
controlled by Mr. King, dated June 16, 1997, as amended on June 23, 1998 (as
amended, the "Management Agreement"), it was agreed that Mr. King or King
Management agreed to provide certain management services to the Company through
June 30, 2000. Pursuant to the Management Agreement, Mr. King is an employee of
the Company and will serve as Chairman of the Board and Chief Executive Officer
until June 30, 2000 (see Employment and Severance Agreements or Arrangements
above). The Management Agreement provides that Mr. 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 loans; assisting the Company on meeting financing requirements and
working with the Company's bankers. Pursuant to the Management Agreement, King
Management has provided the Company access to certain of its employees,
including Jeff Jacobsen, a director of the Company and its Executive Vice
President. These employees have been expending at least 85% of their time on
Sunrise matters from April 1, 1998 through June 30, 1998. For these services,
King Management has been paid $125,000. Two King Management employees, including
Jeff Jacobsen, became full-time employees of the Company on June 23, 1998. Three
King Management employees continue to provide services to the Company for which
King Management will be reimbursed. Employees of the Company may also provide
services to King Management for which the King Management may be reimbursed.
Upon joining the Company on June 23, 1998, Mr. Jacobsen received ten-year
options to purchase 100,000 shares of Common Stock and the second King
Management employee received options to purchase 10,000 shares. In addition,
options for 17,000 shares have been granted to the three other King Management
employees providing services to the Company and who remain King Management
employees. All of these options have an exercise price of $3.25 per share.
Pursuant to the Management Agreement, King Management has agreed to provide
subordinated debt financing, direct financing and/or other financial assistance
to the Company for a period of three years in consideration of King Management's
right to participate as lessor to the extent of 25% of certain higher-risk
vendor leasing programs and risk pools and to the extent of 15% of all other
vendor leasing programs of the Company. King Management has agreed to provide to
the Company the use of its balance sheet resources to enable the Company to meet
its vendor leasing program financing requirements.
<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 INTERNATIONAL LEASING CORPORATION
Date: July 28, 1998 By: /s/ Peter J. King
Peter J. King, Chairman and
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, 1998 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/ Peter J. King Chairman of the Board, Chief Executive July 28, 1998
Peter J. King Officer and Director (principal executive
officer and principal financial officer)
/s/ Nanette Herpst Manager of Corporate Accounting July 28, 1998
Nanette Herpst (principal accounting officer)
/s/ Jeffrey G. Jacobsen Executive Vice President, Secretary July 28, 1998
Jeffrey G. Jacobsen and Director
* Director
Donald R. Brattain
* Director
Thomas R. King
* /s/ Peter J. King July 28, 1998
Peter J. King, Attorney-in-Fact
pursuant to Power of Attorney
</TABLE>
