<PAGE> 1
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997; or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
______________.
Commission file number 0-20713
ENTREMED, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-1959440
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
9610 Medical Center Drive; Rockville, Maryland 20850; (301) 217-9858
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
- ------------------- -------------------
<S> <C>
Common NASDAQ
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title and 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 Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained to
the best of the registrant's knowledge in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. Yes [X] No [ ]
The aggregate market value of voting stock held by non-affiliates of
the Registrant, as of April 27, 1998, was approximately $130,561,500 (based upon
the closing price for shares of the Registrant's Common Stock as reported by the
NASDAQ Market for the last trading date prior to that date).
The number of shares outstanding of the Registrant's Common Stock as of
April 27, 1998 was 12,399,788.
<PAGE> 2
ENTREMED, INC.
PART III.
<TABLE>
<CAPTION>
<S> <C> <C>
Item 10. Directors and Executive Officers of the Registrant...........................................3
Item 11. Executive Compensation.......................................................................6
Item 12. Security Ownership of Certain Beneficial Owners and Management..............................10
Item 13. Certain Relationships and Related Transactions..............................................12
Signatures ............................................................................................13
</TABLE>
2
<PAGE> 3
Part III to Registrant's Form 10-K for the year ended December 31, 1997 is
amended and restated as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions of the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
John W. Holaday, Ph.D. (1) 52 Chairman of the Board, President, Chief Executive Officer
and Director
Edward R. Gubish, Ph.D. 49 Senior Vice President, Research and Development
R. Nelson Campbell 33 Chief Financial Officer
John C. Thomas, Jr. 44 Secretary/Treasurer
Donald S. Brooks (2) 62 Director
Samuel R. Dunlap, Jr. (1)(2) 48 Executive Advisor and Director
Lee F. Meier (2)(3) 50 Director
Mark C.M. Randall (3) 35 Director
Wendell M. Starke (1) 55 Director
</TABLE>
- -----------
(1) Member of Executive Committee; (2) Member of Compensation Committee;
(3) Member of Audit Committee
John W. Holaday, Ph.D. is a co-founder of the Company and has served as
its President and Chief Executive Officer and a director since August 1992 and
its Chairman of the Board since November 1995. Prior thereto, from May 1989 to
August 1992, he was a co-founder of Medicis Pharmaceutical Corp. where he served
as Scientific Director, Senior Vice President for Research and Development and
director. Dr. Holaday also serves as a director for CytImmune Sciences, Inc., a
privately held research diagnostics company. From 1968 to 1989, he served at the
Walter Reed Army Institute of Research, where he founded the Neuropharmacology
Branch in 1980. He serves as an officer and fellow in several biomedical
societies and has authored and edited numerous scientific articles in journals
and books. His current academic positions include
3
<PAGE> 4
Associate Professor of Anesthesiology and Critical Care Medicine and Senior
Lecturer in Medicine at The Johns Hopkins University of Medicine, Baltimore,
Maryland; Adjunct Professor of Pharmacology and Psychiatry at the Uniformed
Services University School of Medicine, Bethesda, Maryland; and Clinical
Assistant Professor of Surgery at the University of Connecticut Health Center,
Farmington, Connecticut.
Edward R. Gubish, Ph.D. has served as Senior Vice President of Research
and Development since January 1997, prior to that he served as Vice President -
Regulatory and Clinical Development of the Company since November 1995 and has
been employed by the Company since October 1993. From 1990 to September 1993,
Dr. Gubish served as senior director of Regulatory Affairs for Baker Norton
Pharmaceuticals (IVAX) and Fujisawa Pharmaceuticals. From 1986 to 1990, Dr.
Gubish served as Chief of Regulatory Affairs for the AIDS Division at the
National Institutes of Health and as a scientific and administrative contact for
sponsors of new biological products and IND submissions for the Center for
Drugs and Biologics at the FDA.
R. Nelson Campbell has served as Chief Financial Officer since January
1997. From November 1991 to June 1996, Mr. Campbell was employed by
OsteoArthritis Sciences, Inc., a venture capital financed drug discovery company
where he was a co-founder and served as Vice President of Business Development
and Treasurer. From 1986 to 1991, he was with the international investment
banking firms of Merrill Lynch Capital Markets, Nomura Securities International
and lastly Daiwa America Securities, Inc., where he was engaged in corporate
finance and merger transactions.
John C. Thomas, Jr. has served as Secretary/Treasurer since January
1997 and served part-time as Chief Financial Officer of the Company from its
inception in September 1991 until January 1997. Mr. Thomas has also served as
the Chief Financial Officer of several other companies, including MEDigital,
Inc., a private medical technology company since August 1996, Credit Depot
Corporation, a public company engaged in loan financing (from August 1990 to
March 1993 and from January 1995 until April 1996), Tapistron International,
Inc., a public company engaged in the development of technology for the textile
industry (from August 1991 until July 1995), and Sealite Sciences, a private
biotechnology company (from June 1991 to March 1993). Mr. Thomas is a certified
public accountant.
Donald S. Brooks has been a director of the Company since April 1996.
Since July 1993, Mr. Brooks has been a practicing attorney with the law firm
Carella Byrne Bain Gilfillan Cecchi Stewart & Olstein, Roseland, New Jersey,
which represents the Company on certain matters. Prior thereto, Mr. Brooks was
employed by Merck & Co., Inc. for 27 years, most recently, from 1986 to 1993, as
Senior Counsel. From 1980 to 1985, Mr. Brooks served as a U.S. employer delegate
to the Chemical Industries Committee, International Labor Organization in
Geneva, Switzerland.
Samuel R. Dunlap, Jr. has served as an Executive Advisor and a director
to the Company since August 1992. Mr. Dunlap also has (i) served as Chairman of
Dunlap & Partners, Ltd., a financial consulting firm in Atlanta, Georgia, since
October 1988, (ii) served as a director of Credit Depot Corporation, of which he
was a founder, since December 1986, (iii) served as Vice
4
<PAGE> 5
President of MEDigital, Inc. since August 1996, (iv) from 1992 through 1996
served as a director to First Pacific Networks, Inc., a publicly-held
telecommunications company, (v) served as a director and a consultant of Golf
Training Systems, Inc., a public company, from August 1994 until December 1995
and (vi) served as a director from July 1991 until February 1994 and an
Executive Advisor from July 1991 until November 1994 of Tapistron International,
Inc. From April 1986 until December 1988, Mr. Dunlap served as Executive Vice
President and director of CytRx Corporation, a publicly-held pharmaceutical
company of which he was a founder. Mr. Dunlap also served as Executive Vice
President of Elan Pharmaceutical Research Corp., a publicly-held company, from
August 1982 to December 1983 and President and a director of such entity from
January 1984 to January 1985.
Lee F. Meier has been a director of the Company since July 1997. Mr.
Meier has over twenty years of experience in the equipment financing industry.
He has been affiliated with US Leasing Corporation, The Chemical Bank of New
York and Steiner Financial Corporation, a privately held, tax motivated lessor.
Since 1984 Mr. Meier has served as founder and managing director of Meier
Mitchell & Company, an investment banking firm specializing in providing
innovative debt and lease financing products. Meier Mitchell & Company targets
clients in the biotechnology and electronics industries and has arranged or
provided well over $1 billion in financing to both private and public companies
in these sectors.
Mark C.M. Randall has been a director of the Company since April 1996.
Since 1985, Mr. Randall has been associated with Sarasin International
Securities Limited, London, England, a wholly-owned subsidiary of Bank Sarasin &
Cie, a private bank based in Switzerland, where he has been Director since 1994.
Wendell M. Starke has been a director of the Company since April 1994.
Mr. Starke is a Chartered Financial Analyst and a Chartered Investment
Counselor. Mr. Starke was President of INVESCO Capital Management, Inc. from
1979 to 1991. In 1992, he became Chairman of INVESCO, Inc., the parent company
of INVESCO Capital Management and other INVESCO money management subsidiaries in
the United States. Mr. Starke also serves as a member of the Board and as Global
Chief Investment Officer of AMVESCAP, PLC. the London-based parent company of
the worldwide INVESCO organization.
The Company's Board of Directors is divided into three classes, as
nearly equal in number as reasonably possible. Messrs. Brooks and Meier serve in
a class whose terms expire at the Company's 1998 Annual Meeting; Messrs. Dunlap
and Randall serve in a class whose terms expire at the Company's 1999 Annual
Meeting; and Messrs. Holaday and Starke serve in a class whose terms expire at
the Company's 2000 Annual Meeting.
5
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to the Chief Executive Officer and
to executive officers whose annual compensation exceeded $100,000 for fiscal
1997 (collectively, the "named executive officers") for services during the
fiscal years ended December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
SECURITIES
UNDERLYING ALL OTHER
SALARY BONUS OPTIONS/SARs COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (NO.) ($)
<S> <C> <C> <C> <C> <C>
John W. Holaday, Ph.D. 1997 275,000 - 260,000 18,883(1)
Chairman, President and 1996 250,000 80,000 105,000 18,221(1)
Chief Executive Officer 1995 200,000 100,000 270,001 18,369(1)
Edward R. Gubish, Ph.D. 1997 165,000 50,000 100,000 6,332(2)
Vice President, Regulatory 1996 140,000 42,000 75,000 5,670(2)
and Clinical Development 1995 126,600 10,750 70,000 5,818(2)
R. Nelson Campbell 1997 133,718 25,000 50,000 1,301(2)
Chief Financial Officer 1996 - - - -
1995 - - - -
Leo Einck, Ph.D. 1997 105,105 - - 6,332(2)
Vice President, 1996 100,100 21,500 20,000 5,670(2)
Extramural Programs 1995 91,000 10,750 10,000 5,818(2)
John C. Thomas, Jr. 1997 120,000 25,000 50,000 -
Secretary/Treasurer 1996 96,880 21,500 38,000 -
1995 48,220 3,170 6,667 5,818(2)
</TABLE>
(1) $12,551 of such amount represents the premiums paid by the Company with
respect to a split-dollar life insurance policy on the life of Dr.
Holaday. Premiums paid by the Company on such policy are treated as
non-interest bearing advances to the insured for the policy. The
initial proceeds of any death benefit are required to be used to repay
the indebtedness, and the balance of the insurance proceeds are payable
as designated by the insured. See "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements". The remaining amount
represents group health insurance premiums paid on behalf of such
officer.
(2) Includes group health insurance premiums paid on behalf of such
officer.
6
<PAGE> 7
The following table sets forth certain information with respect to
individual grants of stock options and warrants made during the fiscal year
ended December 31, 1997 to each of the named executive officers.
OPTION/SARS GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARs APPRECIATION FOR OPTION
OPTIONS/ GRANTED TO EXERCISE OF TERM(1)
SARs EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/sh) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
John W. Holaday, Ph.D. 10,000 1.16% 12.00 07/01/07 195,467 311,249
250,000 29.02% 10.00 11/20/07 4,072,238 6,484,355
Edward R. Gubish, Ph.D. 100,000 11.61% 10.00 11/20/07 1,628,895 2,593,742
R. Nelson Campbell 50,000 5.80% 10.00 11/20/07 814,448 1,296,871
Leo Einck, Ph.D. - - - - - -
John C. Thomas, Jr. 50,000 5.80% 10.00 11/20/07 814,448 1,296,871
</TABLE>
(1) Calculated by multiplying the exercise price by the annual appreciation
rate shown (as prescribed by S.E.C. rules and compounded for the term
of the options), subtracting the exercise price per share and
multiplying the gain per share by the number of shares covered by the
options. These amounts are not intended to forecast possible future
appreciation, if any, of the price of the Company's Shares. The actual
value realized upon exercise of the options to purchase Company Shares
will depend on the fair market value of the Company's Shares on the
date of exercise.
7
<PAGE> 8
The following table sets forth information concerning all option
holdings for the fiscal year ended December 31, 1997 for each of the named
executive officers. None of the named executive officers exercised options
during 1997.
AGGREGATED OPTION/SARs EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/VALUE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C>
John W. Holaday, Ph.D. 437,502/116,667 2,200,320/350,002
Edward R. Gubish, Ph.D. 149,166/135,834 510,622/244,379
R. Nelson Campbell 50,000/75,000 20,313/60,938
Leo Einck, Ph.D. 70,000/33,334 320,000/122,504
John C. Thomas, Jr. 149,835/56,500 1,031,576/60,938
</TABLE>
(1) Calculated by multiplying the number of unexercised options outstanding
at December 31, 1997 by the difference between the fair market value of
the Company's Shares at December 31, 1997 ($11.625) and the option
exercise price.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
In April 1996, effective as of January 1, 1996, the Company entered
into a three-year employment agreement with John W. Holaday, Ph. D., Chairman
and Chief Executive Officer of the Company. The agreement provides for an annual
base salary of $250,000 per year. The Company may terminate the agreement
without cause and, upon such termination, Dr. Holaday will be entitled to
receive his base salary through the end of the initial term of the agreement
(subject to an offset for salary received from subsequent employment). The
agreement contains confidentiality and non-competition provisions.
The Company maintains a $2,000,000 split-dollar life insurance policy
on the life of Dr. Holaday at an annual cost of approximately $12,551. Premiums
paid by the Company on such policy are treated as non-interest bearing advances
to the insured for the policy. The initial proceeds of any death benefit are
required to be used to repay the indebtedness, and the balance of the insurance
proceeds are payable as designated by the insured.
Each of the Company's employees has entered into a Proprietary
Information and Invention Assignment Agreement providing, among other things,
that such employee will not disclose any confidential information or trade
secrets in any unauthorized manner and that all inventions of such officer
relating to the Company's current or anticipated business during the term of
employment become the Company's property.
8
<PAGE> 9
In the event of certain transactions, including those which may result
a change in control, as defined under the Company's 1996 Plan, unvested
installments of options to purchase Shares of the Company may become immediately
exercisable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's executive
officers, directors and persons who beneficially own more than 10% of a
registered class of the Company's equity securities to file with the S.E.C.
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Such executive officers, directors,
and greater than 10% beneficial owners are required by S.E.C. regulation to
furnish the Company with copies of all Section 16(a) forms filed by such
reporting persons.
Based solely on the Company's review of such forms furnished to the
Company and written representation from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and greater than 10% beneficial owners were complied with.
9
<PAGE> 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 27, 1998 (except as
otherwise footnoted below), certain information concerning stock ownership of
all persons known by the Company to own beneficially more than 5% of the Shares,
each director or director nominee, each executive officer named under "Executive
Compensation" and all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
AMONG AND NATURE OF PERCENTAGE OF
NAME OF STOCKHOLDER(1) BENEFICIAL OWNERSHIP(1) OUTSTANDING CLASS
<S> <C> <C>
John W. Holaday, Ph.D. 1,144,734 (2) 9.01%
Carl R. Alving, M. D. 635,235 (3) 5.12%
Donald S. Brooks 51,001 (4) *
R. Nelson Campbell 50,000 (5) *
Bart Chernow, M. D. 689,917 (6) 5.56%
Samuel R. Dunlap, Jr. 410,235 (7) 3.30%
Edward R. Gubish, Ph. D. 150,166 (8) 1.20%
Lee F. Meier 50,334 (9) *
Mark C. M. Randall 56,667 (10) *
Wendell M. Starke 292,336 (11) 2.36%
John C. Thomas, Jr. 151,667 (12) 1.22%
Bristol-Myers Squibb Company 874,999 7.06%
P. O. Box 4000
Princeton, New Jersey 08543
D. H. Blair Investment Banking Corp. 1,000,000 (13) 8.06%
44 Wall Street
New York, New York 10005
All executive officers and directors of the 2,357,141 (14) 18.11%
Company as a group (10 persons)
</TABLE>
*Less than 1%
(1) Beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally means the
power to vote and/or to dispose of the securities regardless of any
economic interest therein.
(2) Includes 437,502 shares issuable upon exercise of options and warrants
which are exercisable within 60 days and 126,666 shares held by a
limited partnership of which Dr. Holaday is the general partner. Does
not include 304,167 shares issuable upon exercise of options not
exercisable within 60 days.
(3) Includes 15,002 shares issuable upon exercise of options which are
exercisable within 60 days.
10
<PAGE> 11
(4) Includes 51,001 shares issuable upon exercise of options which are
exercisable within 60 days.
(5) Consists of 50,000 shares issuable upon exercise of options which are
exercisable within 60 days. Does not include 75,000 shares issuable
upon exercise of options not exercisable within 60 days.
(6) Includes 21,002 shares issuable upon exercise of options which are
exercisable within 60 days.
(7) Includes 409,334 shares issuable upon exercise of options and warrants
which are exercisable within 60 days. Does not include 33,334 shares
issuable upon exercise of options not exercisable within 60 days.
(8) Includes 149,166 shares issuable upon exercise of options which are
exercisable within 60 days. Does not include 135,834 shares issuable
upon exercise of options not exercisable within 60 days.
(9) Includes 17,000 shares issuable upon exercise of options which are
exercisable within 60 days and 33,334 shares issuable upon exercise of
warrants which are exercisable within 60 days held by an entity the
general partner of which is an entity in which Mr. Meier serves as
Managing Director.
(10) Includes 56,667 shares issuable upon exercise of options which are
exercisable within 60 days. Does not include 13,334 shares issuable
upon exercise of options not exercisable within 60 days.
(11) Includes 102,551 shares issuable upon exercise of options and warrants
which are exercisable within 60 days. Does not include 40,761 shares
owned by various family members of Mr. Starke, as to which Mr. Starke
disclaims beneficial ownership.
(12) Includes 149,835 shares issuable upon exercise of options and warrants
which are exercisable within 60 days. Does not include 56,500 shares
issuable upon exercise of options not exercisable within 60 days.
(13) Based on a Form 13-G filed by Mr. J. Morton Davis and D. H. Blair
Investment Banking Corp. ("Blair") filed on February 3, 1998. Excludes
21,600 shares held by Mrs. Rosalind Davidowitz, Mr. Davis' wife, which
Mr. Davis disclaims beneficial ownership. Mr. Davis is deemed to
beneficially own the 1,000,000 shares held by D. H. Blair Investment
Banking Corporation. Also excludes an aggregate of 528,240 shares owned
by Steve Gorlin and June Gorlin, Mr. Gorlin's former wife, which are
pledged to Blair and J. Morton Davis to secure obligations owed by Mr.
Gorlin to Blair. Such shares may be voted by Mr. Gorlin until such time
as a default occurs under the Gorlin Pledge or the underlying
obligation.
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<PAGE> 12
(14) Includes 1,452,824 shares issuable upon exercise of options and
warrants which are exercisable within 60 days. Does not include 618,169
shares issuable upon exercise of options not exercisable within 60
days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a three year consulting agreement with Samuel
R. Dunlap, Jr. commencing January 1, 1996 that provides for annual payments of
$90,000.
In May 1996 effective August 1995, the Company entered into a
termination agreement with Steve Gorlin, a co-founder and former director of the
Company, superceding a previous consulting agreement with Mr. Gorlin, that
provides for annual payments of $90,000 per year for a three year period.
Leon E. Rosenberg, M.D., a director of the Company until March 3, 1998,
was the Senior Vice President, Scientific Affairs of Bristol-Myers Squibb
Company. In December 1995, the Company and Bristol-Myers Squibb entered into a
collaboration to develop and commercialize certain antiangiogenesis
therapeutics. Pursuant to this collaboration, Bristol-Myers Squibb paid to the
Company during fiscal 1997 an aggregate of approximately $3,670,000 in research
funding and reimbursements for certain clinical trials and certain research and
development and know-how.
Donald S. Brooks, a director of the Company, is of counsel to the law
firm Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart & Olstein, which provides
certain legal services to the Company. During fiscal 1997, the Company paid
legal fees to Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart & Olstein
approximately $160,000, respectively.
Wendell M. Starke, a director of the Company, is the Chairman of
INVESCO, Inc. and serves as a member of the Board and Global Chief Investment
Officer of AMVESCAP, the London-based parent company of the worldwide INVESCO
organization. During fiscal 1997, the Company paid approximately $101,000 in
1997 for investment advisory services.
In April 1995, the Company entered into a sale/leaseback transaction
with respect to certain of its equipment with MMC/GATX Partnership No. 1
("MMC/GATX"). The general partner of MMC/GATX is Meier Mitchell & Company, an
entity in which Lee F. Meier, a director nominee, is the founder and Managing
Director. During fiscal 1997, the Company paid lease payments to MMC/GATX in the
amount of approximately $148,000 and in 1997 purchased the leased equipment for
a total of $263,000.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John W. Holaday Chairman of the Board and April 30, 1998
- ----------------------------- Chief Executive Officer
John W. Holaday, Ph. D. (principal executive officer)
/s/ R. Nelson Campbell Chief Financial Officer April 30, 1998
- ----------------------------- (principal financial and
R. Nelson Campbell accounting officer)
/s/ John C. Thomas, Jr. Secretary/Treasurer April 30, 1998
- -----------------------------
John C. Thomas, Jr.
/s/ Donald S. Brooks Director April 30, 1998
- -----------------------------
Donald S. Brooks
/s/ Samuel R. Dunlap, Jr. Director April 30, 1998
- -----------------------------
Samuel R. Dunlap, Jr.
/s/ Lee F. Meier Director April 30, 1998
- -----------------------------
Lee F. Meier
/s/ Mark C. M. Randall Director April 30, 1998
- -----------------------------
Mark C. M. Randall
/s/ Wendell M. Starke Director April 30, 1998
- -----------------------------
Wendell M. Starke
</TABLE>
13
