<PAGE> 1
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2) and 0-11.
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
Commission file number : 33-67312
FIRST ALLIANCE CORPORATION
(exact name of registrant as specified in its charter)
Kentucky 61-1242009
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
2285 Executive Drive, Suite 308
Lexington, KY 40505 606-299-7656
(Address of principal executive offices) (Telephone number)
Payment of Filing Fee (Check the aprpropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount previously paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed
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<PAGE> 2
FIRST ALLIANCE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Thursday, June 8, 2000 at 10:30 a.m.
To the Shareholders of :
FIRST ALLIANCE CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of First
Alliance Corporation, (the "Company"), will be held Thursday, June 8,
2000 at 10:30 a.m. at the Ramada Inn, 2143 N. Broadway, Lexington,
Kentucky, 40516 for the following purposes:
1. To elect eight directors of the Company to serve for one year and
until their successors are elected and qualified;
2. To appoint Kerber, Eck & Braeckel LLP as independent auditors for
the next fiscal year; and
3. To consider and act upon such other business as may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on April 30, 2000 as
the record date for determination of shareholders entitled to notice of and
to vote at the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY SO THAT YOUR VOTE CAN
BE RECORDED. IF YOU ARE PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST ALLIANCE CORPORATION
Thomas I. Evans
Secretary
Dated: April 30, 2000
Lexington, Kentucky
YOUR VOTE IS IMPORTANT!
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR ENCLOSED PROXY, WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
First Alliance Corporation
2285 Executive Drive, Suite 308
Lexington, Kentucky 40505
<PAGE> 3
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies to
be used at the Annual Shareholders Meeting (Annual Meeting) of First Alliance
Corporation (the "Company"), a Kentucky corporation to be held on Thursday,
June 8, 2000 at 10:30 a.m. at the Ramada Inn, 2143 N. Broadway, Lexington,
Kentucky, 40516.
This proxy statement is being sent to each holder of record of the outstanding
shares of no par value common stock of the Company (the "Common Stock"), as
of April 30, 2000, in order to furnish each shareholder information relating
to the business to be transacted at the meeting.
This proxy statement and the enclosed proxy are being mailed to shareholders
of the Company on or about May 12, 2000. The Company will bear the cost of
soliciting proxies from its shareholders. If necessary, officers and regular
employees of the Company may by telephone, telegram or personal interview,
request the return of proxies.
VOTING
The enclosed Proxy is solicited by and on behalf of the Board of Directors.
If you are unable to attend the meeting on June 8, 2000, please complete the
enclosed proxy and return it to us so that your shares will be represented.
When the enclosed Proxy is duly executed and returned in advance of the
meeting, and is not revoked, the shares represented thereby will be voted in
accordance with the authority contained therein. Any shareholder giving a
proxy may revoke such proxy at any time before it is voted by delivering to
the Secretary of the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by attending the meeting and voting in person.
If a proxy fails to specify how it is to be voted, it will be voted at the
discretion of the Chairman of the Board.
OUTSTANDING VOTING SECURITIES
On April 30, 2000, the Company had issued and outstanding 5,676,510 shares of
no par value common stock. No other voting securities of the Company are
outstanding. The holders of such shares are entitled to one vote per share
except in the election of directors for which the shareholder has cumulative
voting rights pursuant to the Kentucky Business Corporation Act. Cumulative
voting rights for the election of directors means that each shareholder's
total number of votes is determined by multiplying the number of shares held
by the number of directors being elected. For example, a shareholder who
owns 1,000 common shares would have total cumulative votes of 8,000
determined by multiplying the 1,000 common shares by 8, the number of
directors being elected pursuant to this solicitation. The total number of
shares is located on the proxy card above the shareholder's name and address.
The shareholder has the right to vote proratably for all directors by checking
the box labeled "FOR", withhold authority to vote by checking the box labeled
"WITHHOLD AUTHORITY" or vote a specific number of shares for each director by
checking the box labeled "Special Allocation" and entering the number of
shares voted on the line next to the director's name. NOTE: If shares voted
by "Special Allocation" exceed total votes available to the shareholder, the
proxy is spoiled and none of the votes can be recorded.
Shareholders of record as of April 30, 2000, are entitled to notice of and to
vote at the meeting.
ANNUAL REPORT
A 1999 Annual Report to Shareholders of the Company has been furnished to the
Company's shareholders along with this proxy statement. The Annual Report in
itself is not to be regarded as proxy soliciting material or as a
communication by means of which any solicitation is to be made.
<PAGE> 4
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth information as of April 30, 2000, regarding
ownership of Common Stock of the Company by the only persons known by the
Company to own beneficially more than 5% thereof:
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class (1)
Common Stock Michael N. Fink 553,000 (4) 9.74%
1121 Chetford Drive
Lexington, KY 40509
Common Stock Scott J. Engebritson 427,500 (2) 7.53%
4500 Sussex
Columbia, MO 65203
Common Stock Chris J. Haas 400,000 (3)(4) 7.05%
1188 Sheffield Place
Lexington, KY 40509
(1) Based on 5,676,510 shares of the Company's common stock outstanding as
of March 31, 1998.
(2) The shares are held in trust for two children and a nephew of Mr.
Engebritson, who is the trustee.
(3) Mr. Haas has two adult children who each own 50,000 shares. Mr. Haas
disclaims any beneficial ownership of such shares.
(4) These shares are owned jointly with spouse.
The following table shows with respect to each of the directors and nominees
of the Company and with respect to all executive officers and directors of
the Company as a group: (i) the total number of shares of all classes of
stock of the Company beneficially owned as of April 30, 2000 and the nature
of such ownership; and (ii) the percent of the issued and outstanding shares
of stock so owned as of the same date:
Name and Amount and
Address of Nature of Percent
Beneficial Beneficial of
Title of Class Owner Ownership Class Age Director Since
Common Stock Michael N. 500,000 9.74% 42 1993
Fink (2)(3)
Scott J. 427,500 7.53% 40 1993
Engebritson (1)
Chris J. 400,000 7.05% 53 1993
Haas (2)(6)
Thomas I. Evans - 0.00% 34 -
Jimmy Dan Conner 30,000 0.53% 44 1993
Denzel E. 75,000 1.32% 60 1993
("Denny") Crum
(4)
James M. 30,000 0.53% 52 1993
Everett (5)
Charles Hamilton 70,000 1.23% 71 1993
Ronda S. Paul 30,000 0.53% 54 1993
All Officers and
Directors as a
group (8 people) 1,622,500 28.58%
(1) The shares are held in trust for two children and a nephew of Mr.
Engebritson, who is the trustee.
(2) These shares are owned jointly with spouse.
(3) Includes 10,000 shares purchased for each of three children pursuant to
the Uniform Gift to Minors Act.
(4) Includes 5,000 shares purchased for a minor son pursuant to the Uniform
Gift to Minors Act.
(5) These shares are held jointly with adult daughter.
(6) Mr. Haas has two adult children who each own 50,000 shares. Mr. Haas
disclaims any beneficial ownership of such shares.
<PAGE> 5
THE BOARD OF DIRECTORS
In accordance with the laws of Kentucky and the Articles of Incorporation and
the Bylaws of the Company, as amended, the Company is managed by its
executive officers under the direction of the Board of Directors. The Board
elects executive officers, evaluates their performance, works with management
in establishing business objectives, and considers other fundamental
corporate matters, such as the issuance of stock or other securities, the
purchase or sale of a business, and other significant corporate business
transactions. The Board of Directors of the Company is composed of eight (8)
directors, two of whom also serve as officers.
Directors' Fees
Directors who are not officers of the Company each receive an annual retainer
of $1,000 and $250 per company (First Alliance Corporation and subsidiaries)
for each Board of Directors' meeting attended. Additionally, Directors
receive $100 for each committee meeting held on days other than regularly
scheduled Board of Directors meetings. Officers of the Company do not
receive additional compensation for attendance at Board of Directors'
meetings.
Cash Compensation
-----------------------------------------
Annual Retainer
Name Fees ($) Meeting Fees ($)
- --------------------------------------------------------------------
Daniel D. Briscoe(1) 1,000 1,600
Jimmy Dan Conner 1,000 1,650
Denzel E. Crum 1,000 2,150
James M. Everett 1,000 2,500
Charles Hamilton 1,000 2,800
Ronda S. Paul 1,000 3,000
(1) On October 10, 1999, Daniel D. Briscoe resigned from the Board of
Directors for personal reasons.
Meetings and Committees of the Members of the Board of Directors
During 1999, there were four regular meetings of the Board of Directors and
one telephonic meeting. The Board has established Audit, Compensation, and
Investment Committees. The Audit Committee members are Ronda S. Paul and
James M. Everett. The Audit Committee recommends engagement of the
independent auditors and considers the fee arrangement of the audit.
The Compensation Committee members are Jimmy Dan Conner and Charles Hamilton.
The purpose of the Compensation Committed is to establish and execute
compensation policies for the executives of the Company and award any
performance bonuses.
The Investment Committee members are Jimmy Dan Conner and Denzel E. ("Denny")
Crum. The Investment Committee reviews investments bought, sold and held to
assure that the Company is adhering to established investment policies. The
Investment Committee also recommends the appointment of independent
investment advisors.
Each director of the Company participated in at least 75% of the total number
of meetings of the Board of Directors and the committees on which such
director served.
<PAGE> 6
ELECTION OF DIRECTORS
At the annual meeting of shareholders of the Company, eight (8) directors are
to be elected, each director will hold office until the next annual meeting
and until his successor is elected and qualified. The persons named in the
proxy intend to vote the proxies as designated for the nominees listed below.
Should any of the nominees listed below become unable or unwilling to accept
nomination or election, it is intended, in the absence of contrary
specifications, that the proxies will be voted for the balance of those named
and for a substitute nominee or nominees; however, management now knows of no
reason to anticipate such an occurrence. All of the nominees have consented
to be named as nominees and to serve as directors if elected. The eight
nominees receiving the highest number of votes will be elected to serve as
directors. The following individuals are nominees for the election of
directors:
SCOTT J. ENGEBRITSON: Mr. Engebritson serves as Vice-Chairman of the Board of
Directors. Mr. Engebritson is also Chairman of Mid-American Alliance
Corporation of Jefferson City, Missouri. Mr. Engebritson has twenty-two
years of experience in the insurance industry. From 1978 to 1984, he was
associated with Liberty American Corporation and Liberty American Assurance
Corporation as Regional Director of Sales and Director of Customer Services.
In December of 1984, Mr. Engebritson became affiliated with United Trust,
Inc., an Illinois insurance holding company, where he served as Regional
Director of Sales, Agency Director and Assistant to the President. In December
of 1987, Mr. Engebritson assisted in the organization of United Income, Inc.,
an Ohio insurance holding company, where he served as President and a Director
of United Income, Inc. and United Security Assurance Company, United Income's
insurance subsidiary, through February of 1993. He has been listed in Who's
Who in Life Insurance since 1988.
MICHAEL N. FINK: Mr. Fink serves as Chairman, President and Director of the
Company. Mr. Fink also serves as Chairman of First American Capital
Corporation of Topeka, Kansas. Mr. Fink has nineteen years of experience in
the insurance industry, primarily in sales management. From 1981 to 1984,
Mr. Fink was an agent, District Director, and Regional Director with Liberty
American Assurance Company in Lincoln, Nebraska. In 1984, Mr. Fink
transferred to an affiliated company, Future Security Life, in Austin, Texas,
where he served as Regional Director and Agency Director until 1988. In
March of 1988, Mr. Fink became affiliated with United Income, Inc. and United
Security Assurance Company as Agency Director and Assistant to the President.
He ended his affiliation with these companies in June of 1993.
THOMAS I. EVANS. Mr. Evans serves as Secretary and Treasurer of the Company.
Mr. Evans has fourteen years of experience in the insurance industry primarily
in financial and administrative roles. Mr. Evans also serves as Assistant
Secretary/Treasurer of Mid-American Alliance Corporation of Jefferson City,
Missouri. From 1986 through 1991, Mr. Evans worked for Franklin Life
Insurance Company of Springfield, Illinois in the financial reporting
division. From 1991 through 1993, Mr. Evans was an accountant for United
Trust Group, Inc. From 1993 to 1994, Mr. Evans was Controller of Systemax,
Corporation before leaving in 1994 to join First Alliance Corporation. Mr.
Evans has a Bachelor of Arts degree in Accountancy from the University of
Illinois at Springfield and is a member of the American Institute of
Certified Public Accountants.
JIMMY DAN CONNER: Director. President of Old Colony Insurance Service, Inc.,
an independent insurance agency. Involved in Crusade for Children and Boy
Scouts of America. Sales Manager of Allied Foods, Atlanta, Georgia 1982-1983
and Torbitt & Castleman Co. in Buckner, Kentucky 1977-1982. Professional
basketball player with the Kentucky Colonels of the American Basketball
Association 1976-1977. Captain of the University of Kentucky basketball team,
All American Honorable Mention and Academic All American in 1975. Kentucky Mr.
Basketball 1971. Business Administration major at the University of Kentucky.
DENZEL E. ("DENNY") CRUM: Director. Head basketball coach at the University
of Louisville since 1971. On the Board of Directors of the National
Association of Basketball Coaches (NABC). The Sporting News 1986 "Coach of
the Year." The Lexington Herald Leader's 1990 "Sportsman of the Decade."
1994 Naismith Basketball Hall of Fame Inductee. Numerous other Kentucky and
national coaching awards. BA in Physical Education from UCLA where he played
basketball for John Wooden.
JAMES M. EVERETT: Director. Director, Kentucky Council Area Development
Districts. Member of Governor's Earthquake Hazards and Safety Technical
Advisory Panel (GEHSTAP) since 1983. On the Board of Directors of
Kentuckians for Better Transportation (KBT). Member of the Governor's Local
Issues Conference Planning Committee. Fulton County Judge-Executive 1982-1992.
B.S. in Vocational Agriculture and M.S. in Horticulture from Murray State
University.
CHARLES HAMILTON: Director. Owns and operates numerous interests in real
estate, agri-business and agriculture. Director of Bullitt County Farm
Bureau for last 24 years. Vice President and Director of Bullitt County Bank.
Former Kentucky Commissioner of Agriculture and past Chairman of the
Governor's Task Force on Agriculture. Past member of the Kentucky State Fair
Board. Recipient of the 1992 Distinguished Services Award from the Kentucky
Association of Conservation Districts. 1980 and 1991 recipient of the
Kentucky Pork Producers Association Outstanding Service Award. B.S. in
Agriculture from the University of Kentucky.
<PAGE> 7
RONDA S. PAUL: Ms. Paul serves as General Counsel and Director for the
Company. Attorney. Director of the Kentucky Division of Securities from
1982 through 1991. Attorney for the Kentucky Department of Banking and
Securities 1980-1981. On the faculty of the College of Business and
Economics at the University of Kentucky 1971-1978. PhD in finance and
accounting from Purdue University and JD from the University of Kentucky.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires the Company's directors and
executive officers and any person beneficially owning more than ten percent
(10%) of the CLass A Stock to file certain reports of ownership and changes in
ownership of the Class A Stock with the Securities and Exchange Commission
("SEC"). Based soley on its review of reports filed with the SEC, the Company
believes that all filing requirements applicable to its directors, executive
officers, and ten percent (10%) beneficial owners were satisfied during 1999.
CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
The Company has contracted with First American Capital Corporation ("FACC")
of Topeka, Kansas to provide underwriting and accounting services for FACC
and its subsidiary, First Life America Corporation ("FLAC"). Under the terms
of the management agreement, FACC pays fees based on a percentage of
delivered premiums of FLAC. The percentages are five and one half percent
(5.5%) for first year premiums; four percent (4%) of second year premiums;
three percent (3%) of third year premiums; two percent (2%) of fourth year
premiums and one percent (1%) for years six through ten for ten year policies
and one-half percent (.5%) in years six through twenty for twenty year
policies. Pursuant to the agreement, FACC incurred $816 of management fees
during 1999. The Company will own approximately 9.9% of the FACC's
outstanding common shares after conversion of preferred stock to common
stock.
EXECUTIVE COMPENSATION
The following table sets forth amounts earned by executive officers as
compensation over the past three years:
Annual Compensation
Other
Name and Incentive Annual
Principal Position Year Salary ($) Compensation($) Compensation($)(1)
- ------------------------------------------------------------------------------
Chris J. Haas(2) 1999 81,128 106,766 7,200
Chairman/Secretary
Treasurer/Director 1998 78,888 62,121 7,200
1997 77,250 32,481 7,200
Scott J. Engebritson 1999 81,128 86,664 7,200
Vice-Chairman
/Director 1998 78,888 62,121 7,200
1997 77,250 32,481 7,200
Michael N. Fink 1999 81,128 111,184 7,200
President/Director
1998 78,888 75,512 7,200
1997 77,250 39,453 7,200
(1) Amounts paid for auto allowance.
(2) On March 28, 2000, the Board of Directors voted to terminate Mr. Haas as
Chairman, Secretary and Treasurer, without recourse, and elected Mr.
Thomas I. Evans as Secretary/Treasurer.
COMPENSATION COMMITTEE REPORT
The overall ability of the Company to meet its desired business objectives is
dependent on the retention of qualified executives. To achieve this
objective, the Company has structured its executive compensation system to
offer competitive base salaries and other compensation, which includes
incentive compensation.
<PAGE> 8
The Compensation Committee reviews and approves the compensation of the
Chief Executive Officer and each of the other executive officers and makes
appropriate recommendations to the Board of Directors with respect thereto on
the basis of factors, including qualifications, level of responsibility and
individual performance. These factors are not assigned relative weight, and
the compensation is not determined by a formula. Rather, compensation is
negotiated and determined on an individual basis, giving due consideration to
the Company's unique needs and the perceived value of the officers' services
to the Company. Although the Committee has not conducted a formal review,
compensation ranges are believed to be below median levels for the level of
expertise of the executive officers.
Executive Contracts
The executives, consisting of Messrs. Engebritson, Fink and Haas (the
"Executives"), entered into employment agreements effective November 1, 1995.
The initial term of the agreements was four years. During 1999, the Board of
Directors extended the contracts until the completion of the marketing of
First Alliance Insurance Company's initial product referred to as the
"Alliance 2000". On March 8, 2000, the Board of Directors voted to terminate
Mr. Haas's employment agreement without cause. The compensation provided
under the agreements is as follows:
Base Salary
The annual base compensation of Messrs. Fink and Haas is $82,945 and Mr.
Engebritson's base compensation is $55,297. Base compensation is increased
annually on the anniversary of the agreements based on the Consumer Price
Index Labor Component as of the month preceding the anniversary.
Incentive Compensation
Each Executive receives incentive compensation based on a percentage of
monthly first year delivered premiums of life insurance (excluding annuity
premiums) of the initial product of First Alliance Insurance Company known as
the "Alliance 2000". Additionally, each Executive will receive a percentage
of renewal life insurance premiums on the "Alliance 2000". Renewal premiums
are defined as premiums paid on policies renewing on the first and subsequent
policy anniversaries. At any time, the Board of Directors can review and
renegotiate the incentive compensation if it is unanimously agreed that the
payment of incentive compensation is resulting in economic detriment to the
Company.
Other Benefits Under the Agreements
Under the agreement, the Executives are provided $7,200 of annual auto
allowances, $500,000 of term life insurance at the Company's expense,
disability insurance, and an annual physical examination. The Company will
only pay standard risk life insurance premiums on the term life policies.
Any additional substandard premiums will be paid at the Executive's expense.
The Executives can participate in any deferred compensation, pension, other
retirement income programs; and stock option plans applicable to executive
- -level employees of the Company as approved by the Board of Directors. At
this time, none of these programs have been developed.
Bonus Compensation
The employment agreements contain provisions for bonuses other than
incentive compensation subject to approval by the Board of Directors.
Long-Term Compensation
The Company currently does not have any long-term compensation plans in place
for its executive officers.
<PAGE> 9
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
reappointed Kerber, Eck & Braeckel LLP as independent auditors to audit the
financial statements of the Company and its subsidiaries for the current
fiscal year.
Relationship with Independent Public Accountants
Kerber, Eck & Braeckel LLP served as the Company's independent auditors for
the fiscal years ended December 31, 1999 amd 1998. In serving its primary
function as outside auditors for the Company, Kerber, Eck & Braeckel LLP
performed the following audit services: examination of annual financial
statements for the Company and First Alliance Insurance Company and review of
the Company's Form 10-K filed with the Securities and Exchange Commission.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THE SHAREHOLDERS
VOTE "FOR" THE RATIFICATION OF KERBER, ECK & BRAECKEL LLP AS INDEPENDENT
AUDITORS.
OTHER MATTERS TO COME BEFORE THE MEETING
The management does not intend to bring any other business before the meeting
of the Company's shareholders and has no reason to believe that any will be
presented to the meeting. If, however, any other business should properly be
presented to the meeting, the proxies named in the enclosed form of proxy
will vote the proxies in accordance with their best judgment.
SHAREHOLDER'S PROPOSALS FOR 1999 MEETING
Proposals of stockholders intended to be presented at the 2001 Annual Meeting
of Stockholders must be received by the Company at its principal office in
Lexington, Kentucky not later than January 31, 2001 for inclusion in the
proxy statement for that meeting. At the time the proposal is submitted, the
proposing shareholder shall be a record or beneficial owner of at least one
(1) percent of securities entitled to be voted on the proposal at the meeting
and have held such securities for at least one year, and shall continue to
own such securities through the date on which the meeting is held.
AVAILABILITY OF REPORT ON FORM 10-K
The Company has filed its 1999 Annual Report on Form 10-K with the Securities
and Exchange Commission. A copy of the report may be obtained without charge
by any shareholder. Requests for copies of the report should be sent to
Thomas Evans, First Alliance Corporation, 2285 Executive Drive, Suite 308,
Lexington, KY 40505.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST ALLIANCE CORPORATION
Dated: April 30, 2000 Thomas I. Evans, Secretary
