<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 30, 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 0-23298
QLOGIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 33-0537669
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
3545 HARBOR BOULEVARD, COSTA MESA, CALIFORNIA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(714) 438-2200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<TABLE>
<S> <C>
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS)
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 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]
As of June 25, 1997, the aggregate market value of the voting stock held by
non-affiliates was $143,948,327.
As of June 25, 1997, the registrant had 5,864,070 shares of common stock
outstanding.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
executive officers and directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------------------- --- ------------------------------------------------
<S> <C> <C>
Gary E. Liebl(1)............................ 55 Chairman of the Board of Directors
H. K. Desai................................. 51 President, Chief Executive Officer and Director
Thomas R. Anderson.......................... 53 Vice President and Chief Financial Officer
Mark K. Edwards............................. 38 Vice President -- Sales and Corporate Marketing
Lawrence F. Fortmuller, Jr. ................ 48 Vice President and General Manager -- Corporate
Systems Group
Michael R. Manning.......................... 43 Secretary and Treasurer
David Tovey................................. 52 Vice President and General Manager Peripheral
Products Group
James A. Bixby(1)........................... 50 Director
Carol L. Miltner(2)......................... 54 Director
George D. Wells(2).......................... 61 Director
</TABLE>
- ---------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
MR. LIEBL has been Chairman of the Board of Directors of the Company since
QLogic became a separate publicly held corporation in February 1994. Mr. Liebl
currently serves as a director of Smartflex Systems, Inc., a manufacturing
services provider of sophisticated electronic assemblies. Beginning in October
1985, Mr. Liebl held senior management positions, including Chairman of the
Board and Chief Executive Officer, at Cipher Data Products, Inc., a manufacturer
of tape and optical disk drives to the computer industry, until such corporation
was acquired by Archive Corporation in April 1990.
MR. DESAI joined the Company in August 1995 as President and Chief
Technical Officer of QLogic and President of QLogic Foreign Sales Corporation.
He was subsequently promoted to President and Chief Executive Officer and became
a Director in January 1996. From May 1995 to August 1995, he was Vice President,
Engineering (Systems Products) at Western Digital Corporation, a manufacturer of
disk drives. From July 1990 until May 1995, he served as Director of
Engineering, and subsequently Vice President of Engineering at the Company. From
1980 until joining the Company in 1990, Mr. Desai was an Engineering Section
manager at Unisys Corporation, a computer system manufacturer.
MR. ANDERSON joined the Company in July 1993 as Vice President and Chief
Financial Officer. Prior to joining the Company, Mr. Anderson was Executive Vice
President, Chief Operating Officer and Chief Financial Officer of HIARC, a
software startup company. From October 1990 to January 1993, he was corporate
Senior Vice President and Chief Financial Officer of Distributed Logic
Corporation, a manufacturer of tape and disk controllers and computer
subsystems. From June 1982 to April 1990, he held various positions with Cipher
Data Products, Inc., including corporate Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary. Before joining Cipher, Mr. Anderson
held various financial positions with Dataproducts Corporation, Rockwell
International and Arthur Andersen LLP.
MR. EDWARDS joined the Company in October 1996 as Vice President -- Sales
and Corporate Marketing. Prior to joining the Company, Mr. Edwards served as
Vice President -- Sales and Marketing for the Storage Systems Division of Unisys
Corporation, from August 1994 to September 1996, and as Director -- European
Channels from August 1993 through August 1994. Prior to joining Unisys, Mr.
Edwards
2
<PAGE> 3
served as Regional Sales Manager for Zitel Corporation from April 1991 through
August 1993. Prior to joining Zitel, Mr. Edwards held a sales and management
position with Digital Equipment Corporation.
MR. FORTMULLER joined the Company in October 1996 as Vice President and
General Manager -- Computer Systems Group. Prior to joining the Company, Mr.
Fortmuller held various positions with AST Research, Inc., a manufacturer of
microprocessor-based systems, for nine years, including Vice President --
Americas Marketing from September 1995 to October 1996; Vice President and
General Manager -- Server Business Unit from August 1994 through September 1995;
Director of Product Marketing from 1990 through August 1994; and various product
marketing positions. Prior to joining AST Research, Inc., Mr. Fortmuller held
various product marketing positions with Data Card Corporation, MSI Data
Corporation and Litton Industries, Inc.
MR. MANNING joined the Company in June 1993 as Treasurer and Secretary.
Previously, Mr. Manning held various positions at Emulex, including Senior
Director and Treasurer from April 1991 with the additional role of Secretary in
1992. Mr. Manning joined Emulex in July 1983 as Tax Director. Prior to joining
Emulex, Mr. Manning was a Tax Manager at KPMG Peat Marwick LLP, independent
certified public accountants.
MR. TOVEY has served as Vice President and General Manager -- Peripheral
Products Group since October 1996. From April 1994 to October 1996, Mr. Tovey
served as Vice President -- Marketing of the Company. From March 1985 to April
1994, he held various positions in the Disk Products Division of Toshiba America
Information Systems, a computer system and disk drive manufacturer, including
Director of Technology Planning and Vice President -- HDD Marketing. Prior to
1985, Mr. Tovey held various marketing and sales management positions with
Unisys Corporation and engineering positions with Ferranti, Ltd. in the U.K.
MR. BIXBY became a director of the Company in February 1994. He is Vice
President -- Business Development of Rockwell Semiconductor Systems, a producer
of high-performance, mixed-signal integrated circuits. Since 1996, Mr. Bixby has
been an officer of Rockwell Semiconductor. Previously, Mr. Bixby served as an
officer of Brooktree Corporation, most recently as Chairman, President and Chief
Executive Officer, from 1983 until its acquisition by Rockwell Semiconductor in
1996. Before joining Brooktree, Mr. Bixby was Director of Engineering at Spin
Physics, a division of Eastman Kodak Company.
MS. MILTNER became a director of the Company in February 1994. She is
President of Miltner & Associates, a management consultant and seminar firm. Ms.
Miltner also serves as a director of Multiple Zones International. From December
1993 until March 1995, she served as Executive Vice President of Sales and
Marketing of AmeriQuest Technologies, Inc., a subassembler of storage products
and distributor of microcomputer products. From July 1991 to December 1993 she
was President of Motivation by Miltner. From April 1989 to July 1991, she was
Senior Vice President -- Sales of Merisel, a distributor of microcomputer
products. For the previous four years, she was Senior Vice President Sales of
Ingram Micro, Inc. a distributor of computer products.
MR. WELLS became a director of the Company in February 1994. He also
currently serves as a member of the Boards of Directors of Exar Corporation, a
manufacturer of analog and mixed-signal integrated circuits, and Align Rite
Corporation, a manufacturer of photomasks. He was President and Chief Executive
Officer of Exar Corporation, from June 1992 until October 1996. Before joining
Exar, he served as President and Chief Operating Officer of LSI Logic, a
manufacturer of HCMOS and BiCMOS application specific integrated circuits, for
seven years.
3
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three fiscal
years ended March 30, 1997 by the Company's Chief Executive Officer and each
other executive officer of the Company whose aggregate cash compensation for
1997 for services rendered to the Company in all capacities exceeded $100,000
(the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------- LONG-TERM COMPENSATION
OTHER ---------------------------------
NAME AND ANNUAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMP.(1) GRANTS(2) COMPENSATION($)(3)
- ----------------------------- ---- --------- -------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
H. K. Desai 1997 242,505 140,000 -0- 10,000 shs. 7,462
President and CEO(4) 1996 167,009 82,500 -0- 120,000 shs. 5,686
1995 139,534 41,500 -0- 15,000 shs. 3,160
Thomas R. Anderson 1997 151,418 57,000 -0- 5,000 shs. 5,044
V.P. and Chief Financial 1996 147,424 35,000 -0- 6,250 shs. 4,801
Officer 1995 144,544 31,500 -0- 10,000 shs. 4,625
Mark K. Edwards 1997 70,709 35,000 -0- 40,000 shs. 273
V.P. -- Sales and Corporate
Marketing(5)
Michael R. Manning 1997 134,839 35,000 -0- 5,000 shs. 4,363
Treasurer and Secretary 1996 123,221 23,000 -0- 6,500 shs. 4,028
1995 129,664 19,000 -0- 7,000 shs. 4,233
David Tovey 1997 150,767 55,000 -0- 15,000 shs. 4,394
V.P. and General Manager -- 1996 144,777 35,000 -0- 5,000 shs. 3,254
Peripheral Products Group 1995 139,534 41,500 -0- 25,000 shs. 3,160
</TABLE>
- ---------------
(1) Perquisites and other personal benefits did not in the aggregate equal or
exceed the lesser of $50,000 for any named individual or 10% of the total of
annual salary and bonus reported in this table for such person.
(2) The amounts in the table represent shares of the Company's common stock
covered by stock options granted to the named individual under the QLogic
Corporation Stock Awards Plan.
(3) This column includes the Company's matching contributions to the QLogic
Corporation Retirement Savings Plan and group term life insurance premiums
paid with respect to the named executive.
(4) Mr. Desai served as the Company's Vice President of Engineering from
February 1994, when the Company became a separate publicly held corporation,
until his resignation on May 1, 1995. He was rehired on August 4, 1995 as
President and Chief Technical Officer. Mr. Desai was subsequently appointed
as the Company's President and Chief Executive Officer effective January 25,
1996.
(5) Mr. Edwards joined the Company as Vice President -- Sales and Corporate
Marketing on October 1, 1996 at an annual base salary of $145,000.
4
<PAGE> 5
OPTION MATTERS
Option Grants. The following table sets forth information on grants of
stock options pursuant to the QLogic Corporation Stock Awards Plan during the
fiscal year ended March 30, 1997, to the Named Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------------------- ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS OPTIONS
OPTIONS GRANTED TO EXERCISE TERM ($)(4)
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------
NAME (1) FISCAL YEAR (2) ($/SHARE) DATE (3) 5% 10%
- ----------------------------- ---------- --------------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
H. K. Desai.................. 10,000 3.23 9.875 7/1/06 160,853 256,132
Thomas R. Anderson........... 5,000 1.62 9.875 7/1/06 80,427 128,066
Mark K. Edwards.............. 40,000 12.93 12.875 9/30/06 838,881 1,335,777
Michael R. Manning........... 5,000 1.62 9.875 7/1/06 80,427 128,066
10,000 3.23 16.375 10/25/06 266,732 424,725
David Tovey..................
5,000 1.62 9.875 7/1/06 80,427 128,066
</TABLE>
- ---------------
(1) The amounts in the table represent shares of the Company's common stock
covered by stock options granted to the named individual under the QLogic
Corporation Stock Awards Plan. Each option becomes exercisable on a
cumulative basis as to 25% of the option shares one year after the date of
grant and as to an additional 6.25% of the option shares each three month
interval thereafter.
(2) Options to purchase an aggregate of 309,410 shares of common stock were
granted to employees, including the Named Officers, during the fiscal year
ended March 30, 1997.
(3) Options granted have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.
(4) These columns present hypothetical future values of the stock obtainable
upon exercise of the option net of the option's exercise price, assuming
that the market price of the Company's common stock appreciates at a 5% and
10% compound annual rate over the ten year term of the options. The 5% and
10% rates of stock price appreciation are presented as examples pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC")
and do not necessarily reflect management's estimate or projection of the
Company's future stock price performance. The potential realizable values
presented are not intended to indicate the value of the options.
5
<PAGE> 6
Option Exercises. The following table sets forth information concerning
stock options which were exercised during, or held at the end of, fiscal 1997 by
the Named Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR END(#) AT FISCAL YEAR END($)(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- -------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. K. Desai................. -- -- 43,126 86,874 675,954 1,802,636
Thomas R. Anderson.......... -- -- 26,485 14,765 371,035 306,374
Mark K. Edwards............. -- -- -- 40,000 -- 830,000
Michael R. Manning.......... 2,750 40,500 18,218 11,282 218,076 234,102
David Tovey................. -- -- 18,749 26,251 293,930 544,708
</TABLE>
- ---------------
(1) Market value of underlying securities at exercise date or year end, as the
case may be, minus the exercise or base price of "in-the-money" options. The
closing sale price for the Company's common stock as of March 30, 1997 on
the Nasdaq National Market was $20.75.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current Compensation Committee of the Company consists of Mr. Wells and
Ms. Miltner, neither of whom is now, or was at any time during the last
completed fiscal year of the Company, an officer or employee of the Company.
During fiscal year 1997, no executive officer of the Company served as a member
of the Compensation Committee (or its equivalent) or as a director of any entity
whose executive officers served on either the Compensation Committee or the
Board of Directors of the Company.
DIRECTOR'S COMPENSATION
Directors' Fees. For service on the Board of Directors, directors who are
not employees of the Company receive a quarterly retainer of $4,000 plus $1,000
for each meeting of the Board of Directors in excess of five per year, and
reimbursement for travel expenses. The Chairman of the Board of Directors
receives an additional fee of $1,000 per quarter. In addition, the chairmen of
the audit and compensation committees receive an additional quarterly retainer
of $500. Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors. Directors are entitled to
reimbursement for out-of-pocket expenses in connection with attendance at board
and committee meetings.
Stock Options. On January 12, 1994, the Board of Directors of the Company
adopted the QLogic Corporation NonEmployee Director Stock Option Plan (the
"Director Plan") under which shares of common stock of the Company may be issued
pursuant to exercise of stock options granted under the plan to directors who
are not employees of the Company or any of its subsidiaries. The Director Plan
was approved by Emulex prior to the Distribution. In June 1996, the Board
adopted, and in August 1996 the stockholders approved, amendments to the
Director Plan to (i) extend the termination date of the plan by five years to
December 31, 2001, (ii) increase the number of shares of common stock subject to
the Plan by 75,000, (iii) provide for initial grants to new directors of options
to purchase 8,000 shares of common stock and (iv) provide for annual grants to
each non-employee director (other than the Chairman of the Board) of options to
purchase 3,000 shares of common stock, and annual grants to the Chairman of the
Board of options to purchase 5,000 shares of common stock. As so amended, a
total of 200,000 shares of common stock have been reserved for issuance under
the Director Plan. Prior to such amendment, each non-employee director of the
Company had received an automatic grant of an option to purchase 12,500 shares
of Company common stock upon the date on which such director first became an
eligible director.
Under the terms of the Director Plan, as amended, new directors receive an
option grant at fair market value to purchase 8,000 shares of common stock upon
election to the Board, non-employee directors (other than the Chairman of the
Board) receive annual grants of options to purchase 3,000 shares of common
stock,
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<PAGE> 7
and the Chairman of the Board receives annual grants of options to purchase
5,000 shares of common stock. As of June 25, 1997, 45,834 shares of common stock
had been issued upon exercise of stock options granted under the Director Plan,
options for a total of 55,666 shares were outstanding and the remaining 98,500
shares were available for grant. All stock options granted under the Director
Plan have 10-year terms and vest immediately upon grant.
Other Compensation. Gary E. Liebl was paid a total of $87,425 for
consulting services rendered to the Company at the request of the Board of
Directors in fiscal year 1997.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on its review of copies of reporting forms and certifications of the
Company's directors and executive officers, the Company believes that all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its directors and executive officers in the year ended March 30,
1997 were satisfied.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 25, 1997, information regarding
beneficial ownership of the Company's common stock by each director and each
executive officer and by all directors and executive officers of the Company as
a group. As of June 25, 1997, there were no persons known by the Company to own
beneficially more than 5% of the Company's common stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
-------------------
NUMBER PERCENT
------- -------
<S> <C> <C>
Gary E. Liebl(2).......................................................... 15,500 *
H. K. Desai(3)............................................................ 67,938 1.1%
Thomas R. Anderson(4)..................................................... 35,516 *
Mark K. Edwards........................................................... -- *
Lawrence F. Fortmuller, Jr................................................ 1,500 *
Michael R. Manning(5)..................................................... 37,569 *
David Tovey(6)............................................................ 32,049 *
James A. Bixby(7)......................................................... 12,500 *
Carol L. Miltner(8)....................................................... 5,491 *
George D. Wells........................................................... 5,500 *
All Directors and Executive Officers as a group (10 Persons).............. 213,563 3.5%
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of common stock.
(1) Based upon 5,864,070 shares of common stock outstanding, and does not give
effect to the possible issuance of an additional 2,300,000 shares of common
stock pursuant to an underwritten public offering for which the Company has
filed with the SEC a Registration Statement on Form S-3; as of July 28,
1997, such Registration Statement had not been declared effective by the SEC
and the 2,300,000 shares had not been issued. Each named person and all
directors and executive officers as a group are deemed to be the beneficial
owners of shares of common stock that may be acquired within 60 days upon
exercise of stock options. Accordingly, the number of shares and percentages
set forth next to the name of such person and all directors and executive
officers as a group include the shares of common stock issuable upon stock
options exercisable within 60 days. However, the shares of common stock so
issuable upon such exercise by any such person are not included in
calculating the percentage of common stock beneficially owned by any other
stockholder.
(2) Includes 12,500 shares which may be purchased pursuant to stock options
which are currently, or within the next 60 days, will be, exercisable.
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<PAGE> 8
(3) Includes 60,938 shares which may be purchased pursuant to stock options
which are currently, or within the next 60 days, will be, exercisable.
(4) Includes 31,016 shares which may be purchased pursuant to stock options
which are currently, or within the next 60 days, will be, exercisable.
(5) Includes 3,400 shares held for the benefit of Mr. Manning's minor children.
Also includes 20,718 shares which may be purchased pursuant to stock options
which are currently, or within the next 60 days, will be, exercisable.
(6) Includes 23,749 shares which may be purchased pursuant to stock options
which are currently, or within the next 60 days, will be, exercisable.
(7) Consists entirely of shares which may be purchased pursuant to stock options
which are currently, or within the next 60 days will be, exercisable.
(8) Includes 4,166 shares which may be purchased pursuant to stock options which
are currently, or within the next 60 days, will be, exercisable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
8
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Form 10-K
on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 28th day of July, 1997.
QLOGIC CORPORATION
By: /s/ H. K. DESAI
------------------------------------
H. K. Desai
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of QLogic Corporation, do hereby
constitute and appoint H. K. Desai and Thomas R. Anderson, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Exchange Act
of 1934, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Amendment, including specifically,
but without limitation, power and authority to sign any and all further
amendments to the Report on Form 10-K and any and all amendments hereto; and we
do hereby ratify and confirm all that the said attorneys and agents, or either
of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment on Form 10-K/A has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ---------------------
<C> <S> <C>
Director and Chairman of the July 28, 1997
- ---------------------------------------- Board of Directors
Gary E. Liebl
/s/ H. K. DESAI President and Chief Executive July 28, 1997
- ---------------------------------------- Officer (Principal Executive
H. K. Desai Officer)
/s/ THOMAS R. ANDERSON Vice President and Chief July 28, 1997
- ---------------------------------------- Financial Officer
Thomas R. Anderson (Principal Accounting Officer)
/s/ JAMES A. BIXBY Director July 28, 1997
- ----------------------------------------
James A. Bixby
/s/ CAROL L. MILTNER Director July 28, 1997
- ----------------------------------------
Carol L. Miltner
/s/ GEORGE D. WELLS Director July 28, 1997
- ----------------------------------------
George D. Wells
</TABLE>
9
