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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
\
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AMENDMENT NO. 1 TO THE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission file number 0-19596
SLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
-----------------------------------------------------
DELAWARE 13-36-32297
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
C/O MASKA U.S., INC., 139 HARVEST LANE, P.O. BOX 1200, WILLISTON, VT 05495
- -------------------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 872-4226
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK,
PAR VALUE $.01
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 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 statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 26, 1998 has not been determined due to the extremely
limited trading volume in the Registrant's Common Stock; however, 658,282 shares
of the voting stock were held by non-affiliates of the registrant on March 26,
1998.
As of March 26, 1998, 6,500,500 shares of the Registrant's Common Stock, $.01
par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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<PAGE>
TABLE OF CONTENTS
Page
----
Item 10. Directors and Executive Officers of the Registrant 1
Item 11. Executive Compensation 3
Item 12. Security Ownership of Certain Beneficial Owners and Management 7
Item 13. Certain Relationships and Related Transactions 8
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION WITH COMPANY
- ---- --- ---------------------
Gerald B. Wasserman 61 Chief Executive Officer, President,
Chairman of the Board and Director
Paul M. Chute 43 Director
Martin S. Davis 71 Director
James C. Pendergast 41 Director
Douglas W. Rotatori 37 Director
Russell J. David 39 Senior Vice-President, Finance
Gordon T. Halliday 45 Senior Vice-President, Operations
Lawrence Davenport 51 Vice-President, Sales, U.S.
David Terreri 44 Vice-President, Distribution & Customer
Service
Gerald B. Wasserman became the Chairman of the Board and a Director of the
Company in April 1997. He has served as Chief Executive Officer and President of
the Company since September 1996 and currently serves as Chief Executive Officer
of each of the Company's subsidiaries. From 1994 until September 1996, Mr.
Wasserman was a consultant and from 1993 to 1994 he served as Chief Executive
Officer of Weider Health and Fitness, a fitness and publishing company. Mr.
Wasserman was Chief Executive Officer of Canstar Inc. (c/k/a Bauer Inc.), a
manufacturer and distributor of hockey related products, from 1985 through 1993.
Paul M. Chute became a Director of the Company in April 1997. Since January
1995, Mr. Chute has served as a Managing Director of Phoenix Duff & Phelps
Corp., an investment advisor to its affiliate Phoenix Home Life Mutual Insurance
Company. He was a Managing Director of Phoenix Home Life Mutual Insurance
Company from January 1992 to December 1994.
Martin S. Davis became a Director of the Company in April 1997. Since January
1998, Mr. Davis has served as a Managing Partner of Wellspring Capital
Management L.L.C., a private equity investment partnership, and since January
1995, has served as a Managing Partner of Wellspring Associates L.L.C. He was
the Chief Executive Officer of Paramount Communications, Inc. (f/k/a Gulf +
Western Industries, Inc.) from 1983 to 1994. In addition, Mr. Davis serves as a
director of Lionel L.L.C., a manufacturer and marketer of toy trains, National
Amusements, Inc. and Discovery Zone, Inc. an operator of children's indoor
entertainment centers.
James C. Pendergast became a Director of the Company in April 1997. Since July
1993, Mr. Pendergast has been a Managing Director of Alliance Corporate Finance
Group Inc., an investment advisor to its affiliate The Equitable Life Assurance
Society of the United States ("Equitable"). From July 1986 until July 1993, he
was employed by Equitable Capital Management Corp., a subsidiary of Equitable.
Douglas W. Rotatori became a Director of the Company in April 1997. Since
January 1998, Mr. Rotatori has served as a Partner of Wellspring Capital
Management L.L.C. and, since September 1995, has been a Principal of Wellspring
Associates L.L.C.. From June 1991 to September 1995, he was an Associate
Director of Bear, Stearns & Co. Inc.
Russell J. David became Senior Vice-President, Finance of the Company in
September 1997 having previously served as Vice-President, Finance since
November 1996. From July 1994 through November 1996, he was Senior
Vice-President and Chief Financial Officer of Peerless Carpet Corporation, an
international carpet and floorcovering manufacturer and distributor. From June
1992 through July 1994, he was Executive Vice-President and Chief Operating
Officer of Perrette Inc., a convenience store chain.
Gordon T. Halliday became Senior Vice-President, Operations of the
Company in February 1997. Mr. Halliday was Vice-President, Corporate and Systems
Development of Canstar Inc. (c/k/a Bauer Inc.) from 1988 to February 1997.
Lawrence Davenport became Vice-President, Sales, U.S. of the Company in February
1997. From January 1996 until February 1997, he was Vice-President, Sales (U.S.
division) of Tournament Sports, a figure skate manufacturer. He served as
Vice-President, Sales (U.S. division) of Igloo Vikski, a hockey equipment
manufacturer, from 1993 until January 1996.
David Terreri became Vice-President, Distribution & Customer Service of the
Company in January 1997. Mr. Terreri was Vice-President, Distribution &
Logistics of Canstar Inc. (c/k/a Bauer Inc.) from January 1992 to January 1997.
1
<PAGE>
BOARD OF DIRECTORS
The Board of Directors has responsibility for establishing broad corporate
policies and for overseeing the performance of the Company, although it is not
involved in day-to-day operations. Members of the Board are kept informed of the
Company's business by various reports and documents sent to them in anticipation
of Board meetings as well as by operating and financial reports presented at
Board and various Committee meetings. A new Board of Directors was elected upon
the Effective Date (the "Effective Date") of the Company's Plan of
Reorganization ("Reorganization Plan") (April 11, 1997). The new Board of
Directors held 2 meetings during 1997 with 100% attendance by the directors.
The Board does not have audit, nominating or other corporation committees, but
acts, as a whole, in performing the functions of such committees.
Directors will not receive any compensation for services rendered in their
capacity as Directors; however, they will receive reimbursement of reasonable
out-of-pocket expenses in respect of attendence at meetings.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities and Exchange Act of 1934, the Company's
directors, executive officers and holders of more than 10% of the Common Stock
are required to report their initial ownership of the Company's equity
securities and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established,
and the Company is required to disclose any failure to file by these dates with
respect to 1997. Based on representations of its directors and executive
officers and copies of reports they have filed with the Securities and Exchange
Commission, there were no late reports filed for 1997.
2
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth certain information for the
years ended December 31, 1997 and 1996 concerning the cash and non-cash
compensation earned by or awarded to the Chief Executive Officer of the Company
and the four other most highly compensated executive officers of the Company as
at December 31, 1997 and as at the date hereof:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ ----------------------------
Fiscal Other Annual Stock All Other
Name And Principal Position Year Salary Bonus Compensation(1) Options(2) Compensation
- --------------------------- ------ ------ ----- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gerald B. Wasserman 1997 $350,000 $100,000 -0- 72,222 -0-
Chief Executive Officer and President (3) 1996 $100,961 -0- -0- 650,000 -0-
Russell J. David 1997 $144,780 $29,000 -0- -0- -0-
Senior Vice-President, Finance (4) 1996 19,770 -0- -0- 25,000 -0-
Gordon T. Halliday 1997 $132,700 $29,000 -0- -0- -0-
Senior Vice-President, Operations (5) 1996 -0- -0- -0- 65,000 -0-
-0- -0-
Lawrence Davenport 1997 $128,288 $30,000 -0- 25,000 -0-
Vice-President, Sales, U.S. (6) 1996 -0- -0- -0-
David Terreri
Vice-President, Distribution & Customer 1997 $174,311 $35,000 -0- -0- -0-
Service (7) 1996 -0- -0- -0- 50,000 -0-
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes other annual compensation not properly categorized as salary or
bonus. In addition, certain perquisites which do not exceed the lesser of
$50,000 or 10% of the named individual's salary and bonus are excluded.
(2) Includes options to purchase shares of the Company's Common Stock, par
value $0.01 per share (the "New Common Stock"), with respect to the stated
number of shares. The shares of New Common Stock were first issued by the
Company on the Effective Date of the Reorganization Plan.
(3) Gerald B. Wasserman joined the Company as Chief Executive Officer and
President in September 1996 at an annualized salary of $350,000.
(4) Russell J. David, Senior Vice-President, Finance joined the Company as
Vice-President, Finance in November 1996 at an annualized salary of
Canadian $200,000.
(5) Gordon T. Halliday joined the Company as Senior Vice-President, Operations
in January 1997 at an annualized salary of Canadian $200,000.
(6) Lawrence Davenport joined the Company as Vice-President, Sales, U.S. in
February 1997 at an annualized salary of $150,000.
(7) David Terreri joined the Company as Vice-President, Distribution & Customer
Service in January 1997 at an annualized salary of $175,000.
3
<PAGE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables set forth certain information concerning the granting of
options to purchase shares of the Company's New Common Stock to each of the
executive officers of the Company named in the Summary Compensation Table above,
as well as certain information concerning the exercise and value of such stock
options for each of the individuals. Options generally become exercisable over
periods of five years and, subject to certain exceptions, expire no later than
ten years from the date of grant.
<TABLE>
<CAPTION>
STOCK OPTIONS GRANTED IN 1997
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value at
Percent of Assumed Annual Rates of
Number of Total Options Exercise or Stock Appreciation for
Options Granted to Base Price Expiration Option Term (3)
Name Granted Employees Per Share Date (1) 5% 10%
---- --------- ------------- ----------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Gerald B. Wasserman 72,222 64.3% $12.00(2) 9/1/06 $310,000 $1,007,000
Lawrence Davenport 25,000 22.3% $10.00 2/24/07 $157,000 $ 398,000
Named Executive
Officers as a Group 97,222 86.6% N/A N/A $467,000 $1,405,000
All Optionees 112,222 100.0% $11.29(4) (4) $561,000 $1,644,000
All Stockholders N/A N/A N/A N/A (5) (5)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Unless terminated sooner in accordance with the officer's individual
employment agreements.
(2) 36,111 of the options granted to Mr. Wasserman have an exercise price of
$10.00 per share and 325,000 of the options have exercise prices ranging
from $12.00 to $16.00 per share.
(3) The total potential realizable value through the expiration date of options
has been determined on the basis of the estimated per share market price at
the time the options were granted, net of exercise price, compounded
annually over the term of the option. These values have been determined
based upon assumed rates of appreciation and are not intended to forecast
the possible appreciation, if any, of the price or value of the New Common
Stock.
(4) Options expire on various dates during the year 2007. Exercise price shown
is an average of all grants.
(5) The value has not been determined due to the extremely limited amount of
trading activity in the Company's New Common Stock.
<TABLE>
<CAPTION>
OPTIONS EXERCISED IN 1997 AND
VALUE OF OPTIONS AT DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------
Value Of Unexercised
Number of Unexercized In-the-Money
Shares Options Held At Year End Options At Year End(1)
Acquired on Value ----------------------------- -----------------------------
Name Exercise Received Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald B. Wasserman -0- -0- 144,444 577,778 N/A N/A
Russell J. David -0- -0- 5,000 20,000 N/A N/A
Gordon T. Halliday -0- -0- -0- 65,000 N/A N/A
Lawrence Davenport -0- -0- -0- 25,000 N/A N/A
David Terreri -0- -0- -0- 50,000 N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company's New Common Stock was not issued until April 11, 1997, the
Effective Date of the Reorganization Plan. The value of unexercised
in-the-money options at year end has not been determined due to the
extremely limited amount of trading activity in the Company's New Common
Stock.
4
<PAGE>
EMPLOYMENT AGREEMENTS
Effective September 1, 1996, the Company entered into a five-year employment
agreement with Gerald B. Wasserman employing him as President and Chief
Executive Officer of the Company. The employment agreement will be renewed
automatically for successive one-year periods unless either party provides
timely notice. As compensation for his services during the term of his
employment agreement, Mr. Wasserman is entitled to receive a base salary at a
rate of $350,000 per year, which base salary may be increased by the Board of
Directors on an annual basis. In addition, Mr. Wasserman was granted options to
purchase an aggregate of 722,222 shares of the Company's New Common Stock (of
such options, options to purchase 650,000 shares were granted in 1996). An
option (the "First Option") with respect to 361,111 of such shares was granted
at an exercise price of $10.00 per share, and an option (the "Second Option",
and together with the First Option, the "Options") with respect to 361,111 such
shares was granted at exercise prices ranging from $12.00 per share through
$16.00 per share. Subject to the provisions of the employment agreement related
to early termination, the Options have a term of ten years from the date of
grant and vest in five equal annual installments on September 1 of each year,
commencing on September 1, 1997.
In the event the Company terminates Mr. Wasserman's employment without "cause",
as defined, the Company will be obligated to make severance payments to Mr.
Wasserman in an aggregate amount equal to six months of then-current base salary
for each completed year of service up to an aggregate amount equal to one-year's
then-current base salary. In addition, all granted but unvested First Options
will vest immediately and Mr. Wasserman will be entitled to any options which
have vested as of the date of such termination. In the event the Company
terminates the employment agreement for "cause", as defined, all of the
Company's obligations under the employment agreement will terminate as of the
date of such termination, except that Mr. Wasserman wil be entitled to any
Options which have vested as of such date. If Mr. Wasserman resigns by reason of
a Downgrading Event following a Change of Control (both as defined therein), the
Company will be obligated to pay him an aggregate of twelve months of
then-current base salary. Upon a Change of Control, all Options will vest
immediately.
Effective September 1, 1997, Russell J. David was elected Senior Vice-President,
Finance and joined the Company on November 11, 1996 as Vice-President, Finance.
Mr. David receives an annual salary of Canadian $200,000, subject to annual
review, and is eligible to participate in the Company's bonus plan up to a
maximum of 40% of then-current salary pursuant to such plan, with a guaranteed
bonus of 20% of his salary for the first year of his employment. Mr. David also
has been granted stock options to purchase 25,000 shares of the Company's New
Common Stock at an exercise price of $10.00 per share. These options have a term
of ten years, vest ratably over five years and vest immediately upon a
termination of employment of Mr. David without "cause". Upon three months'
notice of termination of employment by the Company, Mr. David will be entitled
to receive as severance one year's salary in the first year of service with the
Company and up to a maximum of fifteen months thereafter.
Effective January 27, 1997, Gordon T. Halliday was elected Senior
Vice-President, Operations of the Company. Mr. Halliday receives annual
compensation of Canadian $200,000, subject to review annually, and is eligible
to participate in the Company's bonus plan up to a maximum of 40% of
then-current salary with a bonus of 20% of Mr. Halliday's salary guaranteed in
the first year of his employment. Mr. Halliday has also been granted stock
options to purchase 65,000 shares of the Company's New Common Stock at an
exercise price of $10.00 per share. These options have a term of ten years and
vest ratably over five years, with all options fully vested upon a termination
of Mr. Halliday's employment without "cause". Upon three months' notice of
termination of employment by the Company, Mr. Halliday will be entitled to
receive as severance six months' salary per year of service with the Company up
to a maximum of fifteen months thereafter.
Effective February 1997, Lawrence Davenport was elected Vice-President, Sales,
U.S. of the Company. Mr. Davenport receives an annual salary of $150,000,
subject to annual review and is eligible to participate in the Company's bonus
plan. Mr. Davenport has also been granted stock options to purchase 25,000
shares of the Company's New Common Stock at an exercise price of $10.00 per
share. These options have a term of ten years, vest ratably over five years and
vest immediately upon a termination of Mr. Davenport's employment without
"cause". Upon three months' notice by the Company, Mr. Davenport's employment
may be terminated and he will be entitled to receive as severance three months'
then current base salary for each year of service with the Company up to a
maximum of fifteen months.
5
<PAGE>
Effective January 9, 1997, David Terreri was elected Vice-President,
Distribution & Customer Service of the Company at a base salary of $175,000 per
year, subject to annual review. Mr. Terreri is also eligible to participate in
the Company's bonus plan up to a maximum of 40% of then-current salary with a
bonus of 20% of Mr. Terreri's salary guaranteed in the first year of his
employment. Mr. Terreri has been granted stock options to purchase 50,000 shares
of the Company's New Common Stock at an exercise price of $10.00 per share.
These options have a term of ten years, vest ratably over five years and vest
immediately upon a termination of Mr. Terreri's employment without "cause". Upon
three months' notice of termination of employment by the Company, Mr. Terreri
will be entitled to receive as severance six months' salary per year of service
in the first year of service and twelve months' salary per year of service with
the Company thereafter up to a maximum of fifteen months.
RETIREMENT AND LONG-TERM INCENTIVE PLANS
The Company does not maintain a defined benefit plan, nor does the Company
maintain a long-term incentive plan. The Company does maintain a 401(K) defined
contribution plan for its U.S. employees, under which the Company makes a
matching contribution of up to 50% of eligible employee contributions. During
the year ended December 31, 1997, matching contributions totaling $2,400 were
made to the Company's executive officers.
PERFORMANCE GRAPH
Normally, the Company would present a graph comparing the cumulative total
stockholder return on the Company's Common Stock with that of the NASDAQ
Composite Index for U.S. companies and the Dow Jones Recreation Products Group
which is comprised of toy, entertainment, sporting goods, recreation and leisure
product companies. However, on April 11, 1997, as a result of the Company's
reorganization, all outstanding shares of the Company's Old Common Stock were
converted into warrants to purchase shares of the Company's New Common Stock. In
addition, since April 11, 1997 there has been extremely limited trading volume
of the Company's New Common Stock. Therefore, a performance graph is not
presented as it would not be meaningful.
6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's New Common Stock as of March 26, 1998 (except where
otherwise noted) with respect to (a) each person known to be the beneficial
owner of more than 5% of the outstanding shares of New Common Stock, (b) each
Director of the Company, (c) the Company's executive officers and (d) all
officers and directors of the Company as a group (except as indicated in the
footnotes to the table, all such shares of New Common Stock are owned with sole
voting and investment power):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Beneficial Ownership (1) Of Total Number Of Shares Beneficially
Owned, Shares Which May Be Acquired
Name Of Beneficial Owner No. Of Shares % Of Class Within 60 Days
- ------------------------ ------------- ---------- --------------------------------------
<S> <C> <C> <C>
WS Acquisition L.L.C.(2) 3,286,845 3.6% -0-
The Equitable Life Assurance Society of 1,253,684 20.5% -0-
the United States(3)
The Northwestern Mutual Life Insurance 394,015 6.4% -0-
Company(4)
Phoenix Home Life Mutual Insurance 358,195 5.8% -0-
Company(5)
Gerald B. Wasserman(6)(7) 144,444 2.4% 144,444
Paul M. Chute(5) -0- -0- -0-
Martin S. Davis(2) 3,286,845 53.6% -0-
James C. Pendergast(3) -0- -0- -0-
Douglas W. Rotatori(2) -0- -0- -0-
Russell J. David(6)(7) 5,000 0.1% 5,000
Gordon T. Halliday(6)(7) 13,000 0.2% 13,000
Lawrence Davenport(6)(7) 5,000 0.1% 5,000
David Terreri(6)(7) 10,000 0.2% 10,000
All Officers and Directors as a Group
(9 persons)(2)(3)(5) 3,464,289 56.5% 177,444
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Beneficial ownership excludes 549,479 shares of the Company's New Common
Stock which have not yet been allocated pursuant to the Company's
Reorganization Plan. Such shares will either be issued to the holders of
certain unsecured claims or issued to certain holders of the Company's
outstanding shares of New Common Stock. Such holders of unsecured claims
may elect to sell such shares to WS Acquisition L.L.C. pursuant to a cash
option agreement between the Company and Wellspring Associates L.L.C., an
affiliate of WS Acquisition L.L.C. All percentages are calculated based on
5,951,021 shares of New Common Stock outstanding (which excludes such
549,479 shares of New Common Stock) plus 177,444 shares of New Common Stock
which may be acquired within 60 days.
(2) The address for such owners is WS Acquisition L.L.C., 620 Fifth Avenue, New
York, New York 10020. Martin S. Davis' beneficial ownership includes
3,286,845 shares owned by WS Acquisition L.L.C. Mr. Davis is a Managing
Partner of Wellspring Associates L.L.C., an affiliate of WS Acquisition
L.L.C. Douglas W. Rotatori's beneficial ownership excludes 3,286,845 shares
owned by WS Acquisition L.L.C. Mr. Rotatori is a Principal of Wellspring
Associates L.L.C., an affiliate of WS Acquisition L.L.C.
(3) The address for such owner is 1290 Avenue of the Americas, New York, New
York 10104. James C. Pendergast's beneficial ownership excludes 1,253,684
shares owned by The Equitable Life Assurance Society of the United States.
Mr. Pendergast is a Managing Director of Alliance Corporate Finance Group
Inc., an affiliate of The Equitable Life Assurance Society of the United
States.
(4) The address for such owner is 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.
(5) The address for such owner is 1 American Row, Hartford, Connecticut 06115.
Paul M. Chute's beneficial ownership excludes 358,195 shares owned by
Phoenix Home Life Mutual Insurance Company. Mr. Chute is a Managing
Director of Phoenix Duff & Phelps Corp., an affiliate of Phoenix Home Life
Mutual Insurance Company.
(6) The address for such owners is c/o Maska U.S., Inc., 139 Harvest Lane,
Williston, Vermont 05495-8919.
(7) Does not include stock options which have been granted that have not vested
as of March 26, 1998 (see Item 11).
7
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NONE
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Williston, State
of Vermont, on the 28th day of April, 1998.
SLM INTERNATIONAL, INC.
By: /s/ RUSSELL J. DAVID
----------------------------------
Name: Russell J. David
Title: Senior Vice-President, Finance
Pursuant to the requirements of the Securities Act of 1934, this Form 10-K/A has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
* Chief Executive Officer, President, April 28, 1998
- ---------------------------------------- Chairman of the Board and Director
Gerald B. Wasserman (Principal Executive Officer)
/s/ RUSSELL J. DAVID Senior Vice-President , Finance April 28, 1998
- ---------------------------------------- (Principal Financial and Accounting Officer)
Russell J. David
* Director April 28, 1998
- ----------------------------------------
Paul M. Chute
* Director April 28, 1998
- ----------------------------------------
Martin S. Davis
* Director April 28, 1998
- ----------------------------------------
James C. Pendergast
* Director April 28, 1998
- ----------------------------------------
Douglas W. Rotatori
*By: /s/ RUSSELL J. DAVID
----------------------------------
Russell J. David
Attorney-in-Fact
</TABLE>
