<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number
0-20514
CORPORATE RENAISSANCE GROUP, INC.
Exact name of Registrant as specified in its charter
Delaware 13-3701354
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1185 Avenue of the Americas 10036
18th Floor (Zip Code)
New York, New York
(Address of principal executive offices)
Registrant's telephone number: (212) 730-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(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. [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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 or any amendment to this Form 10-K.[X]
<PAGE>
The number of shares outstanding of the Registrant's Common Stock is
658,750 (as of December 16, 1999).
The aggregate market value of the voting stock held by non-affiliates
of the Registrant is approximately $5,747,488 (as of December 16, 1999).
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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Forward-Looking Statements
This Report contains, in addition to historical information,
forward-looking statements regarding Corporate Renaissance Group, Inc. (the
"Company"), which represent the Company's expectations or beliefs including,
but not limited to, statements concerning the Company's operations,
performance, financial condition, business strategies and other information.
For this purpose, any statements contained in this Report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," "could," "estimate," or "continue"
or the negative or other variations thereof or comparable terminology are
intended to identify forward-looking statements. The statements by their nature
involve substantial risks and uncertainties, certain of which are beyond the
Company's control, and actual results may differ materially depending on a
variety of important factors, including those described in this Report and the
Company's other filings with the Securities and Exchange Commission (the
"SEC").
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PART I
ITEM 1. BUSINESS
General
The Company is a non-diversified, closed-end management investment
company which has elected to be treated as a special type of investment company
known as a business development company ("BDC") under the Investment Company
Act of 1940 (the "1940 Act") as amended by the Small Business Incentive Act of
1980. The Company's primary investment objective is to achieve long-term
capital appreciation through investments in companies ("Portfolio
Investments"), which the Company believes have viable existing businesses
generating substantial revenues in established markets, but which have recently
completed, are in the process of undergoing or are likely to undergo a
financial restructuring (a "Restructuring") pursuant to bankruptcy or
reorganization proceedings or on a negotiated basis outside of bankruptcy or
reorganization proceedings (a "Reorganized Company") and where, as a result,
the Company can ultimately obtain an equity position (either common or
preferred stock) at a discount from market value for comparable companies that
are not financially troubled. Such investments are not generally available to
the public because they require large financial commitments and, in some cases,
managerial assistance. The Company may make these investments either on its own
or, more likely, jointly with other investors, including investment
partnerships managed or advised by M.D. Sass Investors Services, Inc. (the
"Investment Adviser") and its affiliates. Any investments with affiliates of
the Company will be subject to restrictions under the 1940 Act and conditions
set forth in an exemptive order granted by the SEC. In addition to Portfolio
Investments, the Company may invest in other securities, including securities
of financially distressed companies, where the Company believes that it can
generate capital appreciation by engaging in portfolio trading ("Other
Investments").
The Company has retained the Investment Adviser as the Company's
investment adviser pursuant to a Financial Advisory Agreement (the "Financial
Advisory Agreement") to identify, negotiate, manage and liquidate investments
for the Company. The Company invests only in transactions recommended by the
Investment Adviser. The activities of the Investment Adviser on behalf of the
Company are subject to supervision by the independent directors of the Company.
The Company is deemed to have commenced operations on November 1,
1994, when the Company consummated an initial public offering and a
contemporaneous placement to foreign institutional investors. Since that time,
the Company has made five Portfolio Investments, three of which were sold prior
to September 30, 1999. At September 30, 1999, the Company had two Portfolio
Investments: (a) CVSI, Inc. ("CVSI"), a provider of computer hardware and
software integration services held through CVSI Acquisition Co., LLC, ("CVSI
Acquisition Co.") and (b) Seaman Furniture Company, Inc. ("Seamans"), a New
York based furniture retailer. Such Portfolio Investments are held jointly with
the Investment Adviser and its other affiliates. In November 1999, CVSI
Acquisition Co. sold its interest in CVSI. See "Portfolio Investments". In
addition to Portfolio Investments, the Company has also invested, subject to
applicable restrictions under the 1940 Act, in Other Investments of equity and
debt securities of various companies.
In November 1996, the Company's Board of Directors adopted an open
market share repurchase program, pursuant to which the Company was authorized,
from time to time, to purchase up to an aggregate of 175,000 shares of its
Common Stock in open market transactions. In November 1998, the Company's Board
of Directors increased the number of shares authorized for repurchase under the
Company's open market share repurchase program from 175,000 shares
(substantially all of which had been repurchased at that time) to 350,000
shares. As of September 30, 1999, the Company had repurchased 297,350 shares at
an average cost
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of $6.65 per share, of which 15,750 were retired in fiscal 1997 and
281,600 in fiscal 1999 pursuant to this program. Subsequent to September 30,
1999, no additional shares were purchased.
In May 1998, the Company's Board of Directors determined to explore
other strategic alternatives to enhance stockholder value, given the Company's
continued limited asset base and non-diversified portfolio. Such strategic
alternatives included acquiring an operating company and withdrawing the
Company's election to be treated as a BDC; adopting a plan of liquidation; or
restructuring the Company, possibly in connection with raising additional
capital.
During the period from May 1998 through February 1999, the Company
explored each of these alternatives. Initially, it was determined that given
the Company's then portfolio values, liquidation would not provide sufficient
return to stockholders. In addition, the Company determined that given market
conditions, it was not feasible to raise additional capital. During this
period, the Company evaluated the possible acquisition of four operating
companies. The Board determined that three of these acquisition candidates were
not appropriate; the fourth candidate was sold to another public company.
In February 1999, the Company formed a special committee (the "Special
Committee") consisting of three independent directors, Lawrence W. Leighton,
Edward Lowenthal and Daniel R. Mazziota, for the purpose of evaluating any
further strategic transaction proposals which may be received for the Company.
On March 25, 1999 the Company received an acquisition proposal from a
Management-led group (the "Management Group") consisting of Martin D. Sass (the
Company's Chairman, Chief Executive Officer and a principal stockholder), Hugh
R. Lamle (the Company's Executive Vice President and a principal stockholder)
and Walter Kass and his affiliates ( a principal stockholder of the Company).
The Management Group offered to acquire all of the issued outstanding Common
Stock of the Company by a merger of the Company with an entitiy controlled by
the Management Group. Upon completion of the merger, each share of the
Company's Common Stock other than those held by Messrs. Sass, Lamle, and Kass
would have been converted into $8.00 in cash (the "Management Proposal"). The
Management Proposal was submitted to the Special Committee for evaluation. The
Special Committee retained the services of an investment banking firm to assist
it in the evaluating the Management Proposal.
On May 23, 1999, the Company received a proposal from Chapman Capital
L.L.C. to purchase the outstanding shares of the Common Stock of the Company
for $9.00 per share or, in the alternative, to adopt a plan of liquidation (the
"Chapman Proposal"). The Chapman Proposal was also submitted to the Special
Committee for evaluation.
Prior to the Special Committee's completing its evaluation of the
Management and Chapman Proposals, on June 16, 1999 the Management Group
withdrew the Management Proposal as not representing adequate value to the
Company's stockholders as compared to liquidation, in light of ongoing changes
in the Company's portfolio values.
On June 24, 1999 the Management Group noted that the Company's net
asset value as of June 23, 1999 had increased to $12.21 per share, from $10.17
per share at June 17, 1999, based on pro forma calculations, as a result of a
revaluation of certain portfolio securities. Accordingly, the Management Group
also urged adoption by the Company's plan of liquidation.
At a meeting held on August 3, 1999, the Board of Directors adopted a
Plan of Liquidation (the "Plan"). The Plan was approved by stockholders at a
meeting held on December 1, 1999. Under the Plan, the Company will make a
distribution to stockholders of its cash, following the disposition of its
liquid assets, less anticipated operating and liquidating costs, as well as a
reserve for contingencies, including those
5
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associated with the November 1999 disposition of CVSI, and then transfer the
balance of its assets, which are anticipated to be primarily its remaining
Portfolio Investment in Seamans, to the Corporate Renaissance, Inc. Liquidating
Trust (the "Liquidating Trust"). As the Liquidating Trust disposes of the
asset, it will make one or more liquidating distributions. It is anticipated
that the transfer to the Liquidating Trust and initial distribution to
stockholders (expected to be within a range of $4.75 to $5.00 per share) will
take place in January 2000.
One or more trustees, who will not be compensated and will be persons
affiliated with the Investment Adviser, will manage the affairs of the
Liquidating Trust. In addition, pursuant to an amendment to the Financial
Advisory Agreement, the Investment Adviser will continue to serve as adviser to
the Liquidating Trust with respect to liquidation of its assets. See "Item 11.
Executive Compensation".
The Company was incorporated in Delaware on June 19, 1992. The
Company's executive offices are located at 1185 Avenue of the Americas, 18th
Floor, New York, New York 10036 and its telephone number is (212) 730-2000.
Portfolio Investments
CVSI. In July 1997, the Investment Adviser and certain of its
affiliates, including the Company (collectively, the "Buyer"), purchased a
majority interest (the "OSS Acquisition") in the Open Service Solutions
business unit ("CVSI") of Computervision Corporation ("Computervision"),
through CVSI Acquisition Co. Computervision was a publicly-held software
concern which was a Portfolio Investment. In January 1998, Computervision was
acquired by Parametric Technology Corporation ("Parametric"), a publicly-held
company, in a stock-for-stock transaction. During the fiscal year ended
September 30, 1998, the Company disposed of substantially all of its interest
in Parametric.
CVSI provides computer services to customers of various third party
hardware and software vendors. CVSI's offerings include system hardware and
operating systems services, network design and implementation, systems
integration, and database support and consulting for enterprise-wide systems
and networks. CVSI is a worldwide support organization that is ISO 9000
certified.
In November 1999, CVSI Acquisition Co. sold its 86% holding in CVSI to
4Front Technologies, Inc. for approximately $14.7 million, of which
approximately $877,000 is the Company's share. Under the terms of the
agreement, for a period of one year, a portion of the proceeds received
($5,500,000 of which $328,295 is the Company's proportionate share) may be
returned to the purchaser if certain conditions are not met.
The foregoing information with respect to CVSI has been derived from
information furnished by CVSI.
Seamans. The Company and certain other affiliates of the Investment
Adviser own approximately 50.1% of the issued and outstanding Common Stock of
Seamans (approximately 3.3% of which is owned by the Company). James B. Rubin,
an executive officer and director of the Company, serves as a director of
Seamans.
Seamans believes that it is one of the largest regional specialty
furniture retailers in the northeastern United States in terms of sales and
that it has the leading market position in the greater New York metropolitan
area. Seamans currently operates a chain of 42 stores. Of these, 28 are in the
New York, New Jersey and Connecticut tri-state area, eight are in Philadelphia
metropolitan area and six are in the Cleveland/Akron, Ohio Metropolitan area.
The Company's stores sell a variety of living room, bedroom, dining room and
other home
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furniture and accessories in contemporary, traditional, country and casual
styles. All aspects of Seamans' business are highly competitive.
In December 1997, SFC Merger Company ("Newco"), a Delaware corporation
formed and wholly owned by the Investment Adviser and its affiliates (including
the Company), T. Rowe Price Recovery Fund, L.P. ("Price") and Carl Marks
Management Co., L.P. ("Marks," and collectively with the Investment Adviser and
Price, the "Funds"), acquired through a merger (the "Merger") all of the
outstanding common stock of Seamans (which was then publicly-held) not already
owned by the Funds (the "Public Stock"). Upon consummation of the Merger, Newco
was merged with and into Seamans and each share of Public Stock (other than
dissenting shares) was converted into the right to receive $25.05 in cash and
each existing Seamans stock option was converted into the right to receive
$25.05 in cash per share purchasable thereunder, less the exercise price with
respect thereto, other than certain options of officers of the Company which
were cancelled and reissued as options of equivalent or greater value.
Following the Merger, the Funds received a dividend of approximately
$67.0 million on the shares of Seamans held by them, approximately $2.74
million of which was received by the Company.
On June 23, 1999, certain affiliates of the Investment Adviser
purchased approximately 12.1% of Seamans Common Stock, on a fully diluted
basis, which resulted in a majority ownership stake in Seamans by the
Investment Adviser and its affiliates.
The foregoing information with respect to Seamans has been derived
from information furnished by Seamans.
For further information concerning the Company's Portfolio and Other
Investments, including purchase prices and valuation at September 30, 1999, see
the Financial Statements including the Notes thereto set forth in Item 8 of
this Report.
Employees
The Company has no employees other than its officers.
ITEM 2. PROPERTIES
The Company presently occupies office space in facilities located at
1185 Avenue of the Americas, New York, New York, which space is also occupied
by the Investment Adviser. The cost of all necessary office space is included
in the fees to be paid by the Company to the Investment Adviser under the
Financial Advisory Agreement between the Company and the Investment Adviser.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On December 1, 1999, the Company held a Special Meeting of Stockholders
(the "Special Meeting").
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(b) Not applicable.
(c) At the Special Meeting, the following matters were voted upon:
(i) Approval of the Plan.
With respect to the foregoing matter, 393,533 shares
voted in favor, 0 shares voted against, 1,200 shares
abstained and 219,544 shares did not vote.
(ii) Amendment to the Financial Advisory Agreement.
With respect to the foregoing mater, 557,677 shares
voted in favor, and 6,600 shares voted against. There were no
abstentions or broker non-votes.
8
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) Market Information
The Company's Common Stock is listed on the Nasdaq Small Cap Market
under the symbol CREN. The following table sets forth, for the periods
indicated, the range of high and low prices for the Common Stock as reported by
the Nasdaq Stock Market, Inc. These quotations represent prices between
dealers, do not include retail markups, markdowns or commissions and do not
necessarily represent actual transactions:
Common Stock
------------
High Low
---- ---
Calendar 1997
- -------------
First Quarter $ 8 $ 6-1/2
Second Quarter 6-1/4 4-1/2
Third Quarter 6 5
Fourth Quarter 6 5
Calendar 1998
- -------------
First Quarter 8 5-3/4
Second Quarter 8-1/8 7-1/4
Third Quarter 7-1/8 5-7/8
Fourth Quarter 7-1/8 5-3/4
Calendar 1999
- -------------
First Quarter 7-5/8 6-1/4
Second Quarter 11-1/4 7-3/16
Third Quarter 10-7/8 10
(b) Holders
At December 16, 1999, there were 11 holders of record of the Company's
Common Stock. The Company believes the number of beneficial owners of its
Common Stock is in excess of 300.
(c) Dividends
The Company has not paid any cash dividends since its inception and
the Board of Directors plans to make distributions in the near future in
connection with the Company's plan of liquidation.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
PERIOD FROM
NOVEMBER 1, 1994
YEAR ENDED (COMMENCEMENT OF
YEAR ENDED OR YEAR ENDED OR YEAR ENDED OR OR AT OPERATIONS) TO
AT SEPTEMBER AT SEPTEMBER AT SEPTEMBER SEPTEMBER 30, OR AT
30, 1999 30, 1998 30, 1997 1996 SEPTEMBER 30, 1995
---------------- ----------------- ---------------- ---------------- --------------------
<S> <C> <C> <C> <C> <C>
Operating Data:
Net operating (loss)/gain before
security transactions $(31,467) $568,825 $(164,095) $(471,831) $(821,159)
Net realized gains/(losses) from
portfolio investments $(415,573) --- --- $(1,123,937) $2,593,738
Net realized gains/(losses) from other
investments $452,161 $(333,756) $248,345 $(101,045) $238,526
Change in net unrealized
appreciation/(depreciation) from
portfolio investments $3,391,701 $517,110 $(3,079,438) $(127,394) $127,394
Change in net unrealized
appreciation/(depreciation) from
other investments $164,525 $(689,290) $772,344 $(1,817,064) $4,351,827
Income tax benefit/(expense) arising
from net realized gains and net
unrealized appreciation in
investments $(1,267,298) $51,963 $660,069 $1,065,538 $(2,502,545)
Net increase/(decrease) in net assets
resulting from operations $2,294,049 $114,852 $(1,562,775) $(2,575,733) $3,987,781
Per Share Amounts:
Net Asset Value, beginning of period
$8.40 $8.03 $9.66 $12.36 $10.00
Common Stock offering costs of initial
public offering (1.81)
Net operating loss before security
transactions (.05) .69 (.17) (.50) (.86)
Net realized gains/(losses) from sales
of investments (.06) (.36) .17 (.85) 1.95
Change in net unrealized
appreciation/(depreciation) of
investments held 5.40 (.19) (1.66) (1.35) 3.08
Net gain on treasury stock transactions
(1.38) .23 .03 --- ---
============== =================== ================ ================ ====================
Net Asset Value, end of period $12.31 $8.40 $8.03 $9.66 $12.36
============== =================== ================ ================ ====================
Balance Sheet Data:
Total Assets $9,169,472 $6,946,083 $7,604,762 $10,079,562 $14,542,064
Net Assets $8,106,846 $6,933,759 $7,548,957 $9,236,869 $11,812,602
Total Return Based on:
Stock Price 7.789% (29.69%) (16.88%) (3.75%)
69.07%
Net Asset Value 45.55% 4.619% (16.87%) (21.85%) 23.60%
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's primary source of working capital is proceeds generated
from investment activities. At September 30, 1999, the Company had cash of
$4,118,320 as compared to $4,238,260 at September 30, 1998. The net decrease in
cash was primarily the result of purchases in treasury stock coupled with
proceeds from the liquidation of certain investments during the period.
Results of Operations
Year ended September 30, 1999 ("fiscal 1999") as compared to the Year
ended September 30, 1998 ("fiscal 1998")
During fiscal 1999, the Company had interest income of $171,998 as
compared to interest income of $139,792 in fiscal 1998, reflecting interest
generated on the proceeds of investments liquidated during fiscal 1999. In
fiscal 1999, the Company earned dividend income of $6,706 from one of its Other
Investments compared to $779,606 in fiscal 1998 comprised of a realized
distribution from its Portfolio Investment in Seamans. Also in fiscal 1998, the
Company received $29,845 in investment banking income related to its Portfolio
Investment in CVSI. Operating expenses during fiscal 1999 were $393,459 as
compared to $368,471 in fiscal 1998. This increase is comprised of an increase
in legal, accounting and investment banking fees, offset by a decrease in
financial advisory fees. For fiscal 1999 the Company had a pre-tax operating
loss and a net operating loss of $214,755 and $31,467, respectively, as
compared to a pre-tax operating income and net operating gain for fiscal 1998
of $580,772 and $568,825, respectively. The pre-tax and net income earned in
fiscal 1998 was attributable to the distribution realized during fiscal 1998 on
the Portfolio Investment in Seamans. Since the Company typically does not
purchase securities with the objective of generating investment income, net
operating losses are expected to routinely occur.
During fiscal 1999, the Company had net realized gains from sale of
investments of $36,588 as opposed to net realized loss from sale of investments
of $333,756 during fiscal 1998. For fiscal 1999, the Company had net unrealized
appreciation of investments of $3,556,226, as compared to net unrealized
depreciation of investments of $172,180 in fiscal 1998. For fiscal 1999, the
Company had net realized and unrealized gains on investments of $2,325,516, as
compared to net realized and unrealized losses on investments of $453,973 for
fiscal 1998 and after giving effect to net operating income/(losses), a net
increase in net assets resulting from operations of $2,294,049 in fiscal 1999,
as compared to a net increase in net assets resulting from operations of
$114,852 in fiscal 1998.
Year ended September 30, 1998 ("fiscal 1998") as compared to the Year
ended September 30, 1997 ("fiscal 1997")
During fiscal 1998, the Company had interest income of $139,792 as
compared to interest income of $30,317 in fiscal 1997, reflecting interest
generated on the proceeds of investments liquidated during fiscal 1998. In
fiscal 1998, the Company also realized a distribution of $779,606 from its
Portfolio Investment in Seamans and $29,845 in investment banking was related
to its Portfolio Investment in CVSI. Operating expenses during fiscal 1998 were
$368,471 as compared to $379,456 in fiscal 1997. This decrease is attributable
in large part to a decrease in fees payable pursuant to an investment banking
agreement from $8,333 in the fiscal 1997 period to $0 in fiscal 1998. For
fiscal 1998 the Company had a pre-tax operating
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income and a net operating profit of $580,772 and $568,825, respectively, as
compared to a pre-tax loss and net operating loss for fiscal 1997 of $253,635
and $164,095, respectively. The pre-tax and net income earned in fiscal 1998 was
attributable to the distribution realized during fiscal 1998 on the Portfolio
Investment in Seamans. Since the Company typically does not purchase securities
with the objective of generating investment income, net operating losses are
expected to routinely occur.
During fiscal 1998, the Company had net realized losses from sale of
investments of $333,756 as opposed to net realized gains from sale of
investments of $248,345 during fiscal 1997. For fiscal 1998, the Company had
net unrealized depreciation of investments of $172,180, as compared to net
unrealized depreciation of investments of $2,307,094 in fiscal 1997. For fiscal
1998, the Company had net realized and unrealized losses on investments of
$453,973, as compared to net realized and unrealized losses on investments of
$1,398,680 for fiscal 1997 and after giving effect to net operating losses, an
increase in net assets resulting from operations of $114,852 in fiscal 1998, as
compared to a decrease in net assets resulting from operations of $1,562,775 in
fiscal 1997.
Net Asset Value
At September 30, 1999, the Company had a net asset value of $12.31 per
share of Common Stock, an increase of $3.91 per share from the net asset value
of $8.40 per share of Common Stock at September 30, 1998. Shares outstanding at
September 30, 1999 were 658,750 as compared to 825,150 at September 30, 1998 as
a result of repurchases of 166,400 shares of Common Stock during fiscal 1999
under the Company's open market share repurchase program.
Year 2000
Like other financial and business organizations, the Company could be
adversely affected if the computer system used by the Investment Adviser and
the Company's other service providers do not properly process and calculate
date-related information and data form and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Investment Adviser and the
Company's other service providers have informed the Company that they are
taking steps to address the Year 2000 Problem with respect to the computer
systems that they use. There can be no assurance that these steps will be
sufficient to avoid any adverse impact on the Company as a result of the Year
2000 Problem.
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Item 8. Financial Statements and Supplementary Data
CORPORATE RENAISSANCE GROUP, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditor's Report------------------------------------------------------------------------------F-14
Statements of Assets and Liabilities as of September 30, 1999 and September 30, 1998----------------------F-15
Statements of Operations for the years ended September 30, 1999, September 30, 1998
and September 30, 1997------------------------------------------------------------------------------------F-16
Statements of Changes in Net Assets for the Years ended September 30, 1999,
September 30, 1998 and September 30, 1997-----------------------------------------------------------------F-17
Statements of Cash Flows for the Years ended September 30, 1999, September 30, 1998
and September 30, 1997------------------------------------------------------------------------------------F-18
Schedule of Investments as of September 30, 1999----------------------------------------------------------F-19
Notes to Financial Statements-----------------------------------------------------------------------------F-20
</TABLE>
13
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Report of Independent Auditors
Board of Directors
Corporate Renaissance Group, Inc.
We have audited the accompanying statements of assets and liabilities of
Corporate Renaissance Group, Inc., as of September 30, 1999 and 1998, including
the schedule of investments as of September 30, 1999, and the related statement
of operations for the years ended September 30, 1999, 1998 and 1997, and the
statements of changes in net assets and cash flows for the years ended
September 30, 1999, 1998, and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our audit
procedures included confirmation of securities owned at September 30, 1999 by
correspondence with the custodian and others. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Corporation Renaissance Group,
Inc. at September 30, 1999 and 1998, and the results of its operations for the
years ended September 30, 1999, 1998, and 1997, and changes in net assets and
cash flows for the years ended September 30, 1999, 1998, and 1997 in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
November 30, 1999
14
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CORPORATE RENAISSANCE GROUP, INC.
STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
- ------ ------------------ ------------------
<S> <C> <C>
Investments in securities, at Fair or market value
(cost $1,431,097 and $2,458,725 respectively) $ 5,042,811 $ 2,514,213
Cash 4,118,320 4,238,260
Income taxes receivable -- 183,841
Accrued interest receivable 4,816 5,852
Other assets 3,525 3,917
------------------- -------------------
TOTAL ASSETS 9,169,472 6,946,083
LIABILITIES
Income taxes payable 1,033,079 -
Accounts payable and accrued expenses 29,547 12,324
-------------------
-------------------
TOTAL LIABILITIES 1,062,626 12,324
-------------------
===================
NET ASSETS $ 8,106,846 $ 6,933,759
=================== ===================
NET ASSETS
Common stock (par value $.01 per share, 20,000,000 shares
authorized; 658,750 issued and outstanding at 9/30/99, and
940,350 shares issued and 825,150 outstanding at 9/30/98).
$ 6,588 $ 9,404
Additional paid-in capital 5,842,084 7,690,280
Treasury stock, at cost (115,200 shares at 9/30/98) -- (730,050)
Accumulated income (loss):
Accumulated net operating loss before security
transactions (919,727) (888,260)
Accumulated net realized gains from sale of
investments 947,549 910,961
Net unrealized appreciation of investments 2,230,352 (58,576)
-------------------
-------------------
2,258,174 (35,875)
-------------------
===================
NET ASSETS $ 8,106,846 $ 6,933,759
=================== ===================
Net asset value per share of common stock outstanding $ 12.31 $ 8.40
=================== ===================
</TABLE>
See notes to financial statements
15
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR FOR THE YEAR
SEPTEMBER 30, ENDED SEPTEMBER ENDED SEPTEMBER
1999 30, 1998 30, 1997
------------------- ------------------ -------------------
<S> <C> <C> <C>
Income:
Dividend Income $ 6,706 $ 779,606 $ -
Fee Income -- 29,845 95,504
Interest Income 171,998 139,792 30,317
---------------
---------------- ---------------
Total investment income 178,704 949,243 125,821
---------------- --------------- ---------------
Expenses:
Financial advisory fees 172,244 200,000 200,000
Investment banking fees 39,426 - 8,333
Professional fees 84,342 49,200 49,200
Insurance expense 42,692 47,000 49,250
Board of directors fees 40,000 50,000 50,000
Other operating expenses 14,755 22,271 22,673
---------------
---------------- ---------------
Total expenses 393,459 368,471 379,456
---------------- --------------- ---------------
Operating (loss)/gain before income tax
benefit/(expense) (214,755) 580,772 (253,635)
Income tax benefit/(expense) 183,288 (11,947) 89,540
--------------- ---------------
----------------
NET OPERATING (LOSS)/INCOME BEFORE SECURITY
TRANSACTIONS (31,467) 568,825 (164,095)
---------------- --------------- ---------------
NET REALIZED AND UNREALIZED GAINS/(LOSSES) FROM
INVESTMENTS:
Net realized gains/(losses) from sale of 36,588 (333,756) 248,345
investments
Change in net unrealized appreciation of
investments 3,556,226 (172,180) (2,307,094)
Income tax (expense)/benefit arising from net
realized gains/(losses) and net unrealized
appreciation of investments. (1,267,298) 51,963 660,069
---------------- ---------------
---------------
Net realized and unrealized gains/(losses) on
investments 2,325,516 (453,973) (1,398,680)
---------------- --------------- ---------------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS $ 2,294,049 $ 114,852 $ (1,562,775)
================ =============== ===============
Per share net increase/(decrease) in net assets
resulting from operations $ 3.91 $ 0.37 $ (1.63)
==== ==== ======
</TABLE>
See notes to financial statements
16
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
September 30, 1999 September 30, 1998 September 30, 1997
--------------------- -------------------- --------------------
<S> <C> <C> <C>
CHANGES IN NET ASSETS FROM OPERATIONS:
Net operating (loss)/gain before security
transactions $ (31,467) $ 568,825 $ (164,095)
Net realized gains/(losses) from sale of
investments 36,588 (299,477) 160,673
Change in net unrealized appreciation of
investments 2,288,928 (154,496) (1,559,353)
------------------ -----------------
------------------
Net increase/(decrease) in net assets
resulting from operations 2,294,049 114,852 (1,562,775)
------------------ ------------------ -----------------
CAPITAL STOCK TRANSACTIONS:
Net (decrease) in net assets resulting from
treasury stock purchases (1,120,962) (730,050) (125,137)
------------------ ------------------ -----------------
Net (decrease) in net assets resulting from
capital stock transactions (1,120,962) (730,050) (125,137)
------------------ ------------------ -----------------
NET INCREASE/(DECREASE) IN NET ASSETS
1,173,087 (615,198) (1,687,912)
NET ASSETS
Beginning of period 6,933,759 7,548,957 9,236,869
================== ================== =================
End of period $ 8,106,846 $ 6,933,759 $ 7,548,957
================== ================== =================
</TABLE>
See notes to financial statements
17
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
September 30, 1999 September 30, 1998 September 30, 1997
--------------------- --------------------- --------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase/(decrease) in net assets resulting
from
Operations $ 2,294,049 $ 114,852 $ (1,562,775)
Adjustments to reconcile net
increase/(decrease) in net assets resulting
from operations to net cash (used in)/provided
by operating activities:
Change in net unrealized appreciation of
investments (3,556,226) 172,180 2,307,094
Realized (gains)/losses on sale of (36,588) 333,756 (248,345)
investments
Deferred income tax provision/(benefit) 1,210,941 57,117 (749,609)
(Increase)/decrease in operating assets:
Income taxes receivable 138,533 (231,203) 335,756
Accrued interest receivable 1,036 (4,648) (619)
Other assets 392 80 2,250
Increase/(decrease) in operating liabilities:
Accounts payable and accrued expenses 17,223 (13,636) (5,699)
Deferred fees - (29,845) 29,845
Income taxes payable (132,554) - -
----------------- ----------------- ------------------
Net cash flows (used in)/provided by
operating activities (63,194) 283,801 107,898
----------------- ----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities (184,616) (796,547) (695,298)
Proceeds from sale of securities 1,248,832 2,346,044 1,153,972
Proceeds from recapitalized investment - 2,069,468 -
----------------- ----------------- ------------------
Net cash flows provided by investing
activities 1,064,216 3,618,965 458,674
----------------- ----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (1,120,962) (730,050) (125,137)
----------------- ----------------- ------------------
-----------------
Net cash flows (used in) financing (1,120,962) (730,050) (125,137)
activities
----------------- ----------------- ------------------
Net (decrease)/increase in cash and cash
equivalents (119,940) 3,287,568 441,435
CASH at the beginning of the period 4,238,260 950,692 509,257
================= ================= ==================
CASH at the end of the period $ 4,118,320 $ 4,238,260 $ 950,692
================= ================= ==================
SUPPLEMENTAL DISCLOSURE:
Income Taxes (refunded)/paid $ (132,013) $ 134,070 $ (335,756)
========= ======= =========
</TABLE>
See notes to financial statements
18
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
SCHEDULE OF INVESTMENTS1
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
SHARES OR TYPE OF ISSUE FAIR OR % OF
FACE AND ORIGINAL MARKET NET
VALUE NAME OF ISSUER COST VALUE ASSETS
------------- --------------------------------------------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
Reorganized Companies
---------------------------------------------
Common Stock
---------------------------------------------
632,680 CVSI Acquisition Co., L.L.C23 632,680 632,680 7.8%
33,042 Seaman Furniture - Class C3 612,130 4,136,528 51.0%
---------------------------------------------
Advance
---------------------------------------------
59,687 CVSI Acquisition Co., L.L.C23 59,687 59,687 .7%
-------------- -------------
Total Reorganized Companies 1,304,497 4,828,895
-------------- -------------
Other Investments
---------------------------------------------
Common Stock
---------------------------------------------
261,007 Signet Group Plc 126,600 213,916 2.7%
--------------
-------------
Total Other Investments 126,600 213,916
-------------- -------------
Total Investments $ 1,431,097 $ 5,042,811
============== =============
</TABLE>
- ------------------
1 Notes to Schedule of Investments:
The above investments are non-income producing except for Signet
Group Plc.
2. Represents a beneficial interest in 513,310 shares of CVSI, Inc. and a line
of credit borrowing of $179,057 to CVSI, Inc., which are not considered to
be readily marketable securities. See Note 8.
3 Not considered to be a readily marketable security.
19
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
1. Organization and Operation of the Company
Corporate Renaissance Group, Inc. (the "Company") was incorporated
under the laws of the state of Delaware on June 19, 1992. The Company is a
non-diversified, closed-end investment company which has elected to be treated
as a business development company ("BDC") under the Investment Company Act of
1940, as amended by the Small Business Incentive Act of 1980. The Company
offers investors the opportunity to participate in investments in companies
which the Company believes have viable existing businesses generating
substantial revenues in established markets, and have recently completed or are
in the process of undergoing financial restructuring ("Reorganized Companies")
and where, as a result, the Company can ultimately obtain an equity position at
a discount from market value for comparable companies that are not financially
troubled. The Company's investments are generally not expected to produce
meaningful levels of investment income. It is the Company's objective to select
investment opportunities which the Company believes offer the potential for
substantial capital appreciation.
The Company completed its initial public offering and commenced
operations on November 1, 1994. The Company consummated the initial public
offering (the "Domestic Offering") and an overseas offering (the "Overseas
Placement") of 956,000 shares at $10.00 per share. Pursuant to the Domestic
Offering, 600,000 shares were sold; 356,000 shares were sold in the Overseas
Placement. The net proceeds to the Company of both the Domestic Offering and
Overseas Placement were $7,823,821 after deducting all costs associated with
the registration and offering, resulting in an initial net asset value per
share of $8.18.
On November 25, 1996, the Company's Board of Directors authorized the
implementation of an open market share repurchase program, pursuant to which
the Company, from time to time, may purchase up to an aggregate of 175,000
shares of its common stock in open market transactions. On November 3, 1998,
the Company's Board of Directors increased the number of shares authorized for
repurchase under the Company's open market share repurchase program to 350,000
shares. The purpose of the program is to provide stockholders desiring to sell
their shares with enhanced market liquidity. At the same time, the Company
believes that open-market purchases of its shares at a discount from net asset
value will enhance long-term shareholder value. As of September 30, 1999,
297,350 shares have been repurchased at an average cost of $6.65 per share, of
which 15,750 were retired in fiscal 1997 and 281,600 retired in fiscal 1999.
Subsequent to September 30, 1999, no additional shares were purchased.
In March 1999, the Company received a proposal from a management-led
group to acquire all of the issued and outstanding shares of the Company's
Common Stock not owned by the group for $8.00 per share. In June 1999, the
Company's management group withdrew its offer and recommended the adoption of a
plan of liquidation (the "Plan") in light of ongoing changes in the Company's
portfolio values. On August 3, 1999, the Board of Directors adopted a Plan of
Liquidation ("the Plan"). The Plan was approved by the Stockholders at a
meeting held on December 1, 1999. Under the Plan, the Company will make a
distribution to stockholders of its cash, following the disposition of its
liquid assets, less anticipated operating and liquidation costs, as well as a
reserve for contingencies, including those associated with the November 1999
disposition of CVSI, and then transfer the balance of its assets, which are
anticipated to be primarily its remaining Portfolio Investment in Seamans, to
the Corporate Renaissance, Inc. Liquidating Trust (the "Liquidating Trust"). As
the Liquidating Trust disposes of the asset, it will make one or more
liquidating distributions. It is anticipated that the transfer to the
Liquidating Trust and initial distribution to stockholders
20
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
1. Organization and Operation of the Company (continued)
(expected to be within a range of $4.75 to $5.00 per share) will take place in
January 2000. One or more trustees, who will not be compensated and will be
persons affiliated with the Investment Adviser, will manage the affairs of the
Liquidating Trust. In addition, pursuant to an amendment to the Financial
Advisory Agreement, the Investment Adviser will continue to serve as adviser to
the Liquidating Trust with respect to liquidation of its assets.
2. Significant Accounting Policies
a. Valuation of Securities
The Company's securities which are subject to last-sale reporting are
valued by reference to the market price on a national securities exchange or as
reported on the National Association of Securities Dealers Automated Quotation
("NASDAQ") System. Other unlisted securities are valued at representative "bid"
quotations if held long by the Company and representative "asked" quotations if
held short by the Company. The value of securities for which market quotations
are not readily available and securities as to which the Company believes the
method of valuation set forth above does not fairly reflect market value are
determined by one or more independent third parties selected by the Investment
Adviser.
b. Recognition of Security Transactions and Related Investment
Income
Security transactions are recorded on the date the order to buy or
sell is executed (the trade date). Dividend income is recognized on the
ex-dividend date and interest income is recognized on an accrual basis. The net
realized gains and losses on sales of securities are determined on a first-in,
first-out or specific identification basis.
c. Income Taxes
The Company is not entitled to the special treatment available to
regulated investment companies and is taxed as a regular corporation for
federal and state income tax purposes. The Company has accounted for income
taxes in accordance with FASB Statement No. 109, "Accounting for Income Taxes."
The aggregate cost of securities at September 30, 1999 for federal income tax
purposes and financial reporting purposes was the same.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
21
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
3. Income Taxes
The components of income tax expense/(benefit) on pre-tax income
$3,378,059 in 1999, and pre-tax income $74,836 in 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C> <C>
Federal:
Current $ 10,467 $ (73,217)
Deferred 1,026,520 16,929
--------------- ----------------
State and Local:
Current $ (3,947) $ (23,916)
Deferred 117,695 40,188
--------------- ----------------
Reversal of valuation allowance for
deferred tax asset (66,725) -
--------------- ----------------
Total $ 1,084,010 $ (40,016)
--------------- ----------------
</TABLE>
Deferred income taxes arise from temporary differences between the tax
basis of assets and liabilities and their reported amounts in the financial
statements. For example, unrealized gains or losses on investments are not
recognized for tax purposes until realized and therefore create a temporary
difference. In addition, the Company has federal and state net-operating losses
which also create a temporary difference. During the twelve months ended
September 30, 1999, the Company recorded a deferred tax benefit from operations
of approximately $43,000 to reflect the change in the net operating loss
carryforward for federal and state taxes as of September 30, 1998, and
management's expectation with respect to the realization of this deferred tax
asset at September 30, 1999. As of September 30, 1999 and September 30, 1998,
there is a net deferred tax (payable)/asset of $(1,033,079) and $111,136,
respectively. A valuation allowance in the amount of $0 in 1999 and $66,725 in
1998 has been established to offset a portion of the deferred tax assets which
more likely than not will not provide a future benefit. Based on the Company's
decision to liquidate (See Note 1), the 1998 allowance has been reversed and
recorded as a benefit included in the amount of income tax benefit from
operating income on the statement of operations.
The Company's effective income tax rate and the U.S. federal statutory
rate are substantially the same. The benefit from the graduated federal tax
rate is offset by the state and local tax liability.
4. Financial Advisory and Investment Banking Fees and
Other Transactions with Affiliates and Related Parties
The Company has retained M.D. Sass Investors Services, Inc. (the
"Investment Adviser") as the Company's investment adviser. The Investment
Adviser is a registered investment adviser under the Investment Advisers Act of
1940, as amended. The Investment Adviser is part of a group of affiliated
22
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
4. Financial Advisory and Investment Banking Fees and
Other Transactions with Affiliates and Related Parties (continued)
investment advisers and other affiliated entities comprising the M.D. Sass
organization ("M.D. Sass"). In November 1998, the Company renewed and amended
its Financial Advisory Agreement with the Investment Adviser, pursuant to which
the Investment Adviser will receive a base fee of $170,000 per annum, for
furnishing the Company with administrative services, including necessary
executive, administrative, internal accounting and support services. In
addition to the base fee, the Investment Adviser will receive an incentive fee
for its investment advisory services equal to 20% of the increase in net asset
value of the Company's shares, as defined in the amended Financial Advisory
Agreement. There were no incentive fees earned or payable at September 30,
1999.
5. Board of Directors Fees
The Company pays each of its five independent directors an annual fee
of $8,000 for the directors' services as such.
6. Investment Transactions
As of September 30, 1999 the accumulated unrealized appreciation on
investments was $3,611,714.
7. Concentration of Credit Risk and Off-Balance Sheet Risk
The Company engages in security purchase and sale transactions with
regulated broker-dealers. In connection with these transactions, the Company
may be subject to credit risk in the event the counterparty or the Company's
regulated clearing brokers cannot fulfill their contractual obligations.
The Company's activities with off balance sheet risk include the
writing of traded stock market index options. The Company is subject to market
risk associated with changes in the value of the underlying stock index. As a
writer of options, the Company receives a premium at the outset and then bears
the risk of unfavorable changes in the price of the stock index underlying the
option. There were no written options outstanding at September 30, 1999.
8. Investment in CVSI Acquisiton Co, LLC.
In July 1997, the Investment Adviser and certain of its affiliates,
including the Company (collectively, the "Buyer"), purchased a majority
interest in the Open Service Solutions business unit ("CVSI") of Computervision
Corporation ("Computervision"), through CVSI Acquisition Co., L.L.C., a newly
formed Delaware limited liability company. In the transaction, the Buyer paid
$7.6 million to Computervision for 76% of CVSI's Class A Voting Stock (the
"Class A Stock"). In addition, CVSI paid Computervision $25.0 million in cash
and issued Computervision a $10.0 million subordinated note (the "Subordinated
Note"). Further, Computervision retained its ownership of 24% of CVSI's Class A
Stock and 100% of CVSI's Class B Non-Voting Stock (the "Class B Stock"). The
Buyer also received options to purchase (i) the Class A Stock held by
Computervision should the Buyer retire the Subordinated Note within
23
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
8. Investment in CVSI Acquisiton Co, LLC. (continued)
one year of the transaction and (ii) the Class B Stock for $15.0 million.
Moreover, if CVSI does not achieve certain specified levels of product revenues
and operating margins from Computervision-initiated referrals, CVSI will have
the option to purchase, at a nominal price, some or all of the Class A Stock
held by Computervision. In addition, CVSI Acquisition Co., L.L.C. provided CVSI
with a five year $2.5 million line of credit facility to support short-term
working capital needs of CVSI. Interest is accrued at a floating rate of LIBOR
plus 3%. As of September 30, 1999, CVSI has borrowed $2,500,000 in connection
with this facility and an additional $500,000 was approved on July 27, 1999 by
CVSI Acquisition Co for a total borrowing of $3,000,000. The Company along with
certain of its affiliates contributed capital and an advance to CVSI
Acquisition Co., L.L.C. to satisfy this funding. The Company's proportionate
share of the contribution and advance was $179,057.
In 1997, in connection with the acquisition of CVSI, the Company
received $89,535 of investment banking fees and $35,814 of consulting fees. The
consulting fees were being amortized over a one-year period. The Investment
Advisor and certain of its clients and affiliates who acquired shares of CVSI
also received investment banking and consulting fees.
In November 1999, CVSI Acquisition Co sold its 86% holding in CVSI in
connection with an Acquisition Agreement "the agreement" dated September 21,
1999. Proceeds received in connection with the agreement totalled $14,700,844
of which approximately $877,000 is the Company's share. Under the terms of the
agreement, for a period of one year, a portion of the proceeds received
($5,500,000 of which $328,295 is the Company's proportionate share) may be
returned to the purchaser if certain conditions are not met.
9. Investment in Seaman Furniture Company, Inc.
In August 1997, Seaman Furniture Company, Inc. ("Seamans") entered
into an Agreement and Plan of Merger, as amended on September 4, 1997 (the
"Merger Agreement") with SFC Merger Company ("Newco"), a Delaware corporation
formed and wholly owned by the Investment Adviser and its affiliates (including
the Company), T. Rowe Price Recovery Fund, L.P. ("Price") and Carl Marks
Management Co., L.P. ("Marks," and collectively with the Investment Adviser and
Price, the "Funds"), pursuant to which the Funds will acquire through a merger
(the "Merger") all of the outstanding common stock of Seamans not already owned
by the Funds (the "Public Stock"). Upon consummation of the Merger, Newco
merged with and into Seamans and each share of Public Stock (other than
dissenting shares) was converted into the right to receive $25.05 in cash and
each existing Seamans stock option was converted into the right to receive
$25.05 in cash per share purchasable thereunder, less the exercise price with
respect thereto, other than certain options of officers of the Company which
will be cancelled and reissued as options of equivalent or greater value
following the Merger. Consummation of the Merger took place on December 23,
1997.
24
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
9. Investment in Seaman Furniture Company, Inc. (continued)
Following consummation of the Merger, the Funds owned all of the
outstanding shares of Seamans Common Stock of which approximately 38.0% was
owned by the Investment Adviser and its affiliates, including 3.3% by the
Company. The Funds received a distribution of approximately $67.0 million on
the shares of Seamans held by them, of which approximately 30% represented a
dividend and the balance a distribution in return of capital. Approximately
$2.84 million of this distribution was received by the Company.
On June 23, 1999, certain affiliates of the Investment Adviser
purchased approximately 12.1% of Seamans Common Stock, on a fully diluted
basis, which resulted in a majority ownership stake in Seamans by the
Investment Adviser and its affiliates.
25
<PAGE>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
26
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
Listed below are the name, age and position with the Company of each
of the Company's officers and directors. All directors of the Company are
serving a current term of office which continues until the next annual meeting
of stockholders, and all officers are serving a current term of office which
continues until the next annual meeting of directors.
Name and Age Position with the Company
- ------------ -------------------------
Martin D. Sass (57)* Chairman of the Board, Chief Executive Officer
and Director
Hugh R. Lamle (54)* Executive Vice President and Director
James B. Rubin (45)* Senior Vice President and Director
Martin E. Winter (45) Secretary-Treasurer
Larry Dinkin (55) Director
Thomas M. Garvin (62) Director
Lawrence W. Leighton (65) Director
Edward Lowenthal (55) Director
Daniel R. Mazziota (62) Director
- -------------------------
*Director who is an "Interested Person" within the meaning of the 1940 Act.
The following is a detailed description of the profession and business
background of each officer and director.
MARTIN D. SASS is an executive officer and principal of the Investment
Adviser and various affiliated registered investment advisers and other
entities which comprise the M.D. Sass organization ("M.D. Sass"), founded by
Mr. Sass in 1972. Mr. Sass also serves as a consultant to and a member of the
Partnership Board of Chase & MD Sass Partners ("Chase/MD Sass"), and as
Co-Chairman and Chief Executive Officer of Resurgence Asset Management, L.L.C.
("Resurgence"). Prior to founding M.D. Sass, Mr. Sass was President and
principal shareholder of Neuwirth Management and Research Corp. from 1969 to
1972, where he managed several portfolios and mutual funds. Mr. Sass was also a
security analyst at Argus Research Corp. from 1963 to 1969, where he founded
and directed the Special Situations Department. Mr. Sass holds
27
<PAGE>
a B.S. degree in Accounting from Brooklyn College, and has also studied finance
in graduate programs in New York University and City College of New York.
HUGH R. LAMLE is Executive Vice President and a principal of M.D.
Sass, which he joined in 1974. Mr. Lamle is responsible for the formulation of
fixed income and quantitative investment policy and strategy, directing the
management at M.D. Sass of debt securities portfolios and directing the firm's
new products research efforts. Mr. Lamle also serves as the President and Chief
Investment Officer of Chase/MD Sass and President of Resurgence. He also serves
as a public director of the Finex division of the New York Cotton Exchange, and
a director of Interactive Coupon Marketing, an internet distributor of
incentive coupons under the name of Coolsavings.com. Prior to joining M.D.
Sass, Mr. Lamle in 1972 founded Lenox Capital Management, the investment
management subsidiary of DuPont Glore Forgan, Inc. Mr. Lamle holds a B.A.
degree in Political Science and Economics from Queens College and an M.B.A.
degree in Finance and Investments from Baruch College.
JAMES B. RUBIN is Co-Chairman and Chief Investment Officer of
Resurgence Asset Management, L.L.C. He has managed the investment portfolios of
the firm since their inception in 1989. He has over 20 years of experience in
investing and advising firms in reorganizations and other special situations.
Mr. Rubin currently serves on the Board of Directors of Seaman Furniture
Company, Inc. and Corporate Renaissance Group, Inc. Representative other board
and creditor committee positions include Computervision Corp., Leaseway
Transportation, Coleco Industries, Texas American Bancshares, Spectradyne and
Envirodyne Industries. From 1986 until 1989 Mr. Rubin was the principal of J.B.
Rubin and Company; from 1985 to 1986, Mr. Rubin was a Senior Financial Analyst
with Smith Vasiliou and its affiliates, including the distressed securities
brokerage firm of R.D. Smith & Company, Inc.; Mr. Rubin maintained a consulting
practice from 1983 to 1985; and from 1975 to 1985 was associated with two
privately-held manufacturing firms. Mr. Rubin is a graduate of Cornell
University, with an undergraduate degree in Industrial Engineering. He also
participated in graduate MBA studies in Finance at Cornell and Pace
Universities.
MARTIN E. WINTER is Senior Vice President-Finance of M.D. Sass, having
joined the firm in 1988. He was previously a principal in the Financial
Services Industry and Mergers and Acquisitions Groups of Arthur Young & Company
(predecessor to Ernst & Young LLP) in New York, and he has 23 years of diverse
financial experience. He is a certified public accountant and obtained his B.S.
in Accounting from the Wharton School of the University of Pennsylvania. Mr.
Winter also has a M.A. in Economics from the University of Pennsylvania.
LARRY DINKIN founded and serves as Chairman of Integrated
Environmental Technologies, L.L.C. ("IET"), a company which has developed
systems designed to convert a variety of wastes into glasslike material,
recoverable metals and electricity. Mr. Dinkin joined IET in 1995. In 1985, Mr.
Dinkin founded Marie Callender Retail Foods, where he was the key individual
involved in that company's growth from a startup in 1987 with $2.0 million of
venture capital to a business with over $160.6 million in sales in 1994. He
served as President of Marie Callender until September 1994, when that company
was sold to Conagra for over $150.0 million. Mr. Dinkin has an extensive
background in business startup and management, and has been the key individual
involved in the startup of three successful companies, including Marie
Callender. Mr. Dinkin holds a B.A. degree in Sociology and Anthropology from
the City College of New York.
28
<PAGE>
THOMAS M. GARVIN currently has an industrial partnership with
Ripplewood Holdings L.L.C., an equity investment fund. Through that fund, he
has made direct investments in six leveraged acquisitions over the last three
years in pursuit of a focused strategy in the food industry. He is Chairman and
Chief Executive Officer of the platform company, Edwards Fine Foods. Formerly,
Mr. Garvin served in various executive capacities at Keebler Company, the
second largest U.S. manufacturer and marketer of cookies and crackers, from
1969 to 1993, including those of President and Chief Executive Officer from
1978 to 1993 and Chief Operating Officer from 1976 to 1978. During his tenure
at Keebler Company, the company progressed from a single product biscuit
company to its current position of prominence in the baking and snack
industries. Mr. Garvin holds B.S. and M.B.A. degrees from Loyola University and
is a certified public accountant.
LAWRENCE W. LEIGHTON is a Senior Advisor at Bentley Associates, an
investment bank specializing in private transactions. Mr. Leighton was a
Managing Director of L.M. Capital, an investment banking and buy-out firm, from
September 1994 to January 1996. From January 1994 to December 1994, he also was
Vice Chairman of 21, Inc., a publicly-held company. From January 1989 to
January 1994, Mr. Leighton was President and Chief Executive Officer of UI USA,
the United States merchant bank of Credit Agricole, a large French-based bank.
From 1982 until joining UI USA, Mr. Leighton was Managing Director responsible
for the international mergers and acquisitions activity of Chase Investment
Bank. From 1977 until 1982. Mr. Leighton was a limited partner in the mergers
and acquisitions department of Bear, Stearns & Co. and from 1974 until 1977, he
was Director of Strategic Planning of Norton Simon, Inc. Mr. Leighton is a
graduate of Princeton University with a B.S.E. degree in Engineering and holds
an M.B.A. degree from Harvard Business School.
EDWARD LOWENTHAL is a founder, Director and President of Wellsford
Real Properties, Inc. ("WRP"), an American Stock Exchange listed real estate
company. He was President and a Trustee of Wellsford Residential Property Trust
until it was acquired by Equity Residential Property Trust ("EQR") in 1997. Mr.
Lowenthal serves as a director of United American Energy Corporation, a
developer, owner and operator of energy facilities, a director of Omega
Healthcare, Inc., a healthcare real estate investment trust, and Omega
Worldwide, Inc.; and as a trustee of EQR and Great Lakes Reit. Mr. Lowenthal is
a member of the Board of Governors of the National Association of Real Estate
Investment Trusts. Mr. Lowenthal holds a B.A. degree from Case Western Reserve
University and a J.D. degree from Georgetown University Law Center.
DANIEL R. MAZZIOTA is principal of RSA Executive Search ("RSA"), which
was founded in 1978. RSA specializes in recruitment of key executives and
management personnel in the consumer goods and services, healthcare and
pharmaceutical, finance, electronics and telecommunications industries. In
1967, Mr. Mazziota founded Microwave Power Devices, Inc. ("MPD"), which was
sold to M/A-Com, Inc. in 1981. Mr. Mazziota continued as President of MPD until
1987, when he became Chairman of RSA. Mr. Mazziota also serves as President of
IDM Consulting, which provides business consulting in the high technology
mergers and acquisitions field. Mr. Mazziota holds Bachelors and Masters
degrees in Electrical Engineering from New York Polytechnic Institute.
Indemnification of Directors and Officers
As permitted by Delaware law, the Company's Certificate of
Incorporation contains an article limiting the personal liability of directors.
The Certificate of Incorporation provides that a director of the Company shall
not be personally liable for monetary damages for a breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the
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General Corporation Law of the State of Delaware, which prohibits the unlawful
payment of dividends or the repurchase or redemption of stock, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation also provides that the Company will
indemnify all persons (including officers, directors and employees) whom it is
empowered to indemnify pursuant to the provisions of Section 145 of the
Delaware General Corporation Law (or any similar provision of applicable law at
the time in effect) to the full extent permitted thereby. The foregoing
provisions are subject, however, to Section 17(h) of the 1940 Act which
provides, in part, that neither the Certificate of Incorporation nor the
by-laws of any BDC shall contain a provision which protects or purports to
protect any officer or director of such BDC against any liability to such
company or its security holders to which he would otherwise be subject due to
his willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office. The Company currently
maintains $5.0 million of officer and director liability insurance.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and holders of more than ten percent
of the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and Nasdaq. Such persons
are required to furnish the Company with copies of all Section 16(a) forms they
file. During fiscal 1999, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers and Directors
No cash compensation was paid by the Company to any of its executive
officers during fiscal 1999, fiscal 1998 or fiscal 1997. It is not anticipated
that executive officers will receive direct cash compensation in the
foreseeable future.
During fiscal 1999, each director who was an executive officer of the
Company was compensated for his services at a fee of $8,000 per annum. Each
director is also reimbursed for travel and other out-of-pocket disbursements
actually incurred in the business of the Company. In December 1999, the Board
of Directors of the Company approved additional directors fees of $8,000 to
Lawrence Leighton, $5,000 to Edward Lowenthal, and $5,000 to Daniel Mazziota
for their work performed as Chairman and members of the Special Committee.
Executive officers and directors of the Company are permitted to
retain any compensation received for services to other companies, including
companies in which the Company invests and to which it renders managerial
assistance.
Financial Advisory Agreement and Fees
The Investment Adviser
The Company has retained M.D. Sass Investors Services, Inc. (the
"Investment Adviser") as the Company's investment adviser to identify,
negotiate, manage and liquidate investments for the Company.
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The Investment Adviser is a registered investment adviser under the
Investment Advisers Act of 1940. The Investment Adviser is part of a group of
affiliated investment advisers and other affiliated entities comprising M.D.
Sass. Founded in 1972, M.D. Sass is engaged in investment management for
approximately 100 clients, including pension and profit sharing funds,
municipal employee benefits funds, insurance companies, endowment and
charitable funds, large corporations and wealthy individuals. M.D. Sass
currently has approximately $17 billion in assets under management.
The Investment Adviser and certain other M.D. Sass affiliates
currently serve as general partners of M.D. Sass Re/Enterprise Partners, L.P.
("Re/Enterprise "), M.D. Sass Corporate Resurgence Partners, L.P. ("Resurgence
Partners") and M.D. Sass Re/Enterprise-II, L.P. ("Re/Enterprise-II"), private
limited partnerships which have investment objectives similar to that of the
Company, achieving long-term capital appreciation of its assets by investing
primarily in securities of companies that are experiencing significant
financial or business difficulties.
Re/Enterprise, formed in October 1989, had approximately $124 million
in net assets as of September 30, 1999. Re/Enterprise-II, formed in February
1996, had approximately $25 million in net assets as of the same date.
Resurgence Partners had committed capital of approximately $312 million as of
that date. Re/Enterprise was a member of a group which acquired a controlling
interest in Seamans and assisted Seamans in a Restructuring. Re/Enterprise also
participated in the Restructurings of other companies, including Memorex Telex
Corp., Emerson Radio Corp., Ranger Industries, Inc. (formerly known as Coleco,
Inc.), SPI Holding, Inc., Leaseway Transportation Corp. and Forstmann &
Company, Inc.
In addition to the two Re/Enterprise partnerships, the Investment
Adviser and/or other affiliates of M.D. Sass serve as general partners of a
more aggressive, higher-risk private limited partnership that invests in
financially troubled companies, a fund of funds, a private limited partnership
that utilizes a market-neutral strategy, a private limited partnership that
invests in Middle Eastern securities and the U.S. listed ADR's of such
companies, and other private limited partnerships that invest in municipal and
government securities and distressed real estate that appears to have a
potential for recovery. The Investment Adviser also serves as investment
adviser to two private offshore investment companies pursuing investment
strategies similar to the Re/Enterprise partnerships, Resurgence and the
Company, as well as a corporate pension fund of a Fortune 100 company.
The principals of the Investment Adviser and other affiliates of M.D.
Sass are Martin D. Sass and Hugh R. Lamle, each of whom serves as an officer
and director of the Company. James B. Rubin and Martin E. Winter, officers of
the Investment Adviser and other affiliates of M.D. Sass, serve as officers of
the Company. In addition, Mr. Rubin serves as a director of the Company.
The offices of the Investment Adviser are located at 1185 Avenue of
the Americas, 18th Floor, New York, New York 10036, and its telephone number is
(212) 730-2000.
The Financial Advisory Agreement
The Company is party to a Financial Advisory Agreement with the
Investment Adviser (the "Financial Advisory Agreement"). The Investment
Adviser's duties under the Financial Advisory Agreement include locating,
structuring, acquiring, monitoring and disposing of investments for the
Company. The Company only makes investments recommended by the Investment
Adviser. In addition, the Investment Adviser also provides administrative
services to the Company, including all necessary executive, administrative,
internal accounting and support services and furnishes the Company with
necessary office
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space. The activities of the Investment Adviser on behalf of the Company are
subject to the supervision of the independent Directors of the Company.
Pursuant to the Financial Advisory Agreement, the Investment Adviser
receives a base fee for furnishing the Company with the administrative services
described above. Through October 1999, such base fee was $170,000 per annum.
In addition to the base fee, the Investment Adviser receives an
incentive fee for its investment advisory services equal to 20% of net new
appreciation, if any, in the net asset value of the shares of Common Stock
outstanding, adjusted for all operating expenses, including accruals for any
tax liabilities on income or realized gains from portfolio transactions. A
calculation has been and will continue to be made at the end of each calendar
quarter, with the Investment Adviser receiving 20% of any net new appreciation
occurring during the preceding four calendar quarters. Thus, the fee is
computed and paid on a "rolling quarter" basis.
At any time the incentive fee is to be calculated, if the net asset
value per share previously has reached a level at which an incentive fee was
paid (a "previous high peak"), an additional incentive fee will be paid only on
the incremental appreciation of the shares of Common Stock over the shares' net
asset value after payment of the previous incentive fee at such peak. In no
event will an incentive fee be paid for recoupment of losses. Thus, if the net
asset value of the shares of Common Stock falls below the initial net asset
value, or the previous high peak at which the incentive fee was paid (less the
incentive fee paid at such level), no incentive fee will be due the Investment
Adviser. The Investment Adviser will only be entitled to a further incentive
fee if the net asset value of the shares increases beyond the initial net asset
value, or its net asset value following payment of the incentive fee at the
previous high peak, as the case may be. Notwithstanding the foregoing,
incentive fees payable to the Investment Adviser under the Financial Advisory
Agreement will not exceed the maximum amount which the Investment Adviser is
entitled to receive under the 1940 Act. During fiscal 1999, the Company paid
the Investment Adviser the base fee of $172,244. No incentive fee was accrued
in fiscal 1999 since the Company's net asset value has been below the previous
high peak.
The Investment Adviser bears the expense of maintaining the staff
necessary for performing its obligations under the Financial Advisory Agreement
and all other expenses associated with its duties as Investment Adviser. Other
than fees payable under the Financial Advisory Agreement, the Company bears no
operating expenses other than normal operating expenses such as legal and
auditing fees, taxes and all direct expenses related to an investment including
all investment, legal and accounting expenses.
The Company has retained the Investment Adviser to continue to serve
as the Liquidating Trust's Investment Adviser with respect to liquidation of
the Liquidating Trust's assets. The Financial Advisory Agreement will be
amended to provide that the Investment Advisor will receive an annual fee equal
to two percent of the Liquidating Trust's net asset value payable in the same
manner as the fee under the existing Financial Advisory Agreement and continue
to serve as the Company's Investment Advisor. In addition, upon disposition of
the Company's interest in Seamans the Investment Advisor will receive an
incentive fee equal to 20% of the net realized appreciation from total proceeds
distributed in excess of the previous high water mark of $13.29 per share at
which an incentive fee was paid, payable in the same manner as the fee under
the existing Financial Advisory Agreement. The incentive fee mirrors the
incentive fee in the Financial Advisory Agreement and the two percent fee
replaces the $170,000 per annum currently paid to the Investment Advisor. The
amendment to the Financial Advisory Agreement was approved by the independent
directors and the shareholders of the Company.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of December 15, 1999, the
beneficial ownership of the shares of Common Stock of the Company of (i) each
person known by the Company to beneficially own more than five percent of the
Common Stock, (ii) each director of the Company, (iii) the Company's Chief
Executive Officer and (iv) all executive officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature
of Beneficial Stockholder of Beneficial Percentage of
or Identity of Group(1) Ownership Common Stock
- ----------------------- --------- ------------
<S> <C> <C>
Officers and Directors:
Martin D. Sass 71,300 10.82
Hugh R. Lamle 48,600 7.38
James B. Rubin -0- -0-
Larry Dinkin -0- -0-
Thomas M. Garvin -0- -0-
Lawrence W. Leighton 1,000 *
Edward Lowenthal 3,000 *
Daniel R. Mazziota -0- *
All executive officers and directors
as a group (nine persons) 124,100(2) 18.84
5% or Greater Shareholders:
Walter Kass 118,534(3)(4) 17.99
420 Lexington Avenue
New York, New York
Robert L. Chapman 40,000(3) 6.07
Citicorp Center, 23rd Floor
725 S. Figeuroa Street
Los Angeles, California
</TABLE>
- --------------------
*Less than one percent
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
the Company, 1185 Avenue of the Americas, 18th Floor, New York, NY 10036.
(2) Includes 200 shares of Common Stock held by Martin E. Winter, the
Company's Secretary-Treasurer.
(3) Based on a Schedule 13D filed with the SEC.
(4) Represents 41,634 shares of Common Stock held by Curators Partners, LP.
and 76,900 shares of Common Stock held by certain accounts managed by
Curators Capital Management, Inc.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Item 11. Executive Compensation" with respect to the Financial
Advisory Agreement entered into with the Investment Adviser.
As described in "Item 1. Business," the Company invests from time to
time jointly with affiliates of the Investment Adviser subject to restrictions
under the 1940 Act and conditions set forth in an exemptive order granted by
the SEC.
The Company from time to time also effects securities sales to or
purchases from affiliates of the Investment Adviser pursuant to a plan adopted
in accordance with Rule 17a-7 under the 1940 Act.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(1) Financial Statements
Reference is made to the Index to Financial Statements of
Corporate Renaissance Group, Inc. included in Part II, Item
8, of this Report.
(2) Financial Statement Schedules
All schedules for which provision is made in applicable
regulations of the SEC are not required under the related
instructions, are inapplicable or the required information
has been included in the Financial Statements and therefore
such schedules have been omitted.
(3) Exhibits
Exhibit Description of Exhibit
------- ----------------------
1 Form of Amended and Restated Certificate
of Incorporation(1)
2 By-Laws, as amended (1)
4 Form of Common Stock certificate (1)
10.2 Revised Form of Financial Advisory
Agreement between the Company and M.D. Sass
Investors Services, Inc.(1)
10.3 Amendment to Financial Advisory Agreement (2)
27.1 Financial Data Schedule (SEC use only)
- -------------------------
(1) Previously filed as an Exhibit of the same number to the Company's
Registration Statement on Form N-2 (File No. 33-50424), and
incorporated herein by reference.
(2) Previously filed as an Exhibit D to the Company's definitive Proxy
Statement on Schedule 14A filed with the SEC on November 4, 1999.
(b) Reports on Form 8-K
On November 8, 1999, the Company filed a Current Report on Form 8-K to
disclose the disposition of its interest in CVSI.
(c) Item 601 Exhibits
The exhibits required by Item 601 of Regulation S-K are set forth in
(a)(3) above.
(d) Financial Statement Schedules
The financial statement schedules required by Regulation S-K are set
forth in (a)(2) above.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has caused the report or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized.
CORPORATE RENAISSANCE GROUP, INC.
By: /s/ Martin D. Sass
--------------------------
Martin D. Sass
Chairman of the Board and
Chief Executive Officer
Dated: December 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Martin D. Sass Chairman of the Board, Chief December 29, 1999
- ------------------------------------ Executive Officer and Director
Martin D. Sass (Principal Executive Officer)
/s/ Hugh R. Lamle Executive Vice President December 29, 1999
- ------------------------------------ and Director
Hugh R. Lamle
/s/ James B. Rubin Senior Vice President December 29, 1999
- ------------------------------------ and Director
James B. Rubin
/s/ Martin E. Winter Secretary-Treasurer (Principal December 29, 1999
- ------------------------------------ Financial and Accounting Officer)
Martin E. Winter
/s/ Larry Dinkin Director December 29, 1999
- ------------------------------------
Larry Dinkin
/s/ Thomas M. Garvin Director December 29, 1999
- ------------------------------------
Thomas M. Garvin
/s/ Lawrence W. Leighton Director December 29, 1999
- ------------------------------------
Lawrence W. Leighton
/s/ Edward Lowenthal Director December 29, 1999
- ------------------------------------
Edward Lowenthal
/s/ Daniel R. Mazziota Director December 29, 1999
- ------------------------------------
Daniel R. Mazziota
</TABLE>
36
