<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K/A
(Mark One)
[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 0-26742
----------------
GT BICYCLES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3210830
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 East Dyer Road, Santa Ana,
California 92705
(Address of principal executive offices) (Zip Code)
(714) 481-7100
(Registrant's telephone number, including area code)
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 $.001 per share
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 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 March 17, 1998, the aggregate market value of the Registrant's
Common Stock held by non-affiliates of the Registrant was approximately
$39,724,000 based on the closing sales price of $6.13 per share of Common Stock
as of such date, as reported by The Nasdaq National Market.
As of March 17, 1998, a total of 9,828,801 shares of Registrant's Common
Stock were outstanding.
Documents Incorporated By Reference: None
---------------------
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Michael C. Haynes............... 45 President, Chief Executive Officer and
Director
Charles Cimitile................ 43 Vice President, Finance and Chief
Financial Officer
William K. Duehring............. 41 Chief Operating Officer and Director
Geoffrey S. Rehnert............. 40 Chairman of the Board of Directors
Robert C. Gay .................. 46 Director
Joseph J. Pretlow .............. 30 Director
</TABLE>
Michael C. Haynes has served as the President and Chief Executive
Officer of the Company since July 1996. From 1989 to July 1996, Mr. Haynes
served as the Vice-President, Finance and Chief Financial Officer of the
Company. Mr. Haynes was appointed as a member of the Company's Board of
Directors in November 1993. Prior to joining the Company, Mr. Haynes was a
certified public accountant and a partner in the certified public accounting
firm of Comoglio & Haynes for eight years.
Charles Cimitile has served as Vice-President, Finance and Chief
Financial Officer since December 1996. From August 1995 to November 1996, Mr.
Cimitile served as Executive Vice President and Chief Financial Officer of
Cruise Phone, Inc., a telecommunications company. From April 1986 to July 1995,
Mr. Cimitile served in various capacities with ARC Holdings, Inc. and its
predecessor American Recreation Group, L.P., a designer, marketer and
distributor of bicycles and related parts and accessories, most recently serving
as Secretary, Treasurer and Vice President of Finance from April 1993 to July
1995.
William K. Duehring has served as a director of the Company since June
1997 and has served as Chief Operating Officer of the Company since October
1996. From May 1992 to October 1996, Mr. Duehring served as Vice President,
Product Development of the Company. From January 1987 to May 1992, Mr. Duehring
served in the position of Senior Product Manager of the Company. Prior to
joining the Company, Mr. Duehring worked for Cycles U.S.A. as a product manager
for seven years.
Geoffrey S. Rehnert has served as a director of the Company since
November 1993 and Chairman since July 1996. Mr. Rehnert has been an employee of
Bain Capital since 1984 and a managing director and general partner of Bain
Capital since 1986. Mr. Rehnert also serves on the boards of FTD Corporation
(which is a floral services organization), ICON Health & Fitness, Inc. (which
manufactures and markets home health equipment), Kollmorgen Corp. (which
manufactures specialty motors and associated electronic amplifiers), and
Nutraccutical Inc. (a manufacturer of vitamins, minerals and supplements).
Robert C. Gay has served as a director of the Company since November
1993. Mr. Gay has been a managing director and general partner of Bain Capital,
a private equity firm, since 1989. Mr. Gay also serves on the boards of Alliance
Entertainment Corp. (which distributes music and music-related products), GS
Technologies Corporation (which makes consumable products for the mining
industry) and ICON Health & Fitness Inc.
<PAGE> 3
Joseph J. Pretlow has served as a director of the Company since April
1997. Mr. Pretlow joined Bain Capital in 1992 and has been a principal of Bain
Capital since 1996. Prior to joining Bain Capital, Mr. Pretlow worked in
Investment Banking at Lehman Brothers.
Currently, there are five (5) members of the Board of Directors. The
Company's bylaws provide for a classified Board of Directors consisting of three
classes with one class of directors elected each year for a term extending to
the third succeeding annual meeting after such election. Accordingly, the
directors in Class III, Michael C. Haynes and Joseph J. Pretlow, hold office
until the 1998 annual meeting of stockholders, the director in Class I, Robert
C. Gay, holds office until the 1999 annual meeting of stockholders, and the
directors in Class II, Geoffrey S. Rehnert and William K. Duehring, hold office
until the 2000 annual meeting of stockholders.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation
Committee. The Audit Committee is presently comprised of two (2) directors
selected by the Board of Directors of the Company. The members of the Audit
Committee are Geoffrey S. Rehnert and Robert C. Gay. The Audit Committee is
authorized to handle all matters which it deems appropriate regarding the
Company's independent accountants and to otherwise communicate and act upon
matters relating to the review and audit of the Company's books and records,
including the scope of the annual audit and the accounting methods and systems
to be utilized by the Company. In addition, the Audit Committee also makes
recommendations to the Board of Directors with respect to the selection of the
Company's independent accountants.
The Compensation Committee is presently comprised of two (2) directors
selected by the Board of Directors of the Company. The members of the
Compensation Committee are Geoffrey S. Rehnert and Robert C. Gay. The functions
of the Compensation committee include advising the Board of Directors on officer
and employee compensation. The Board of Directors, based on input from the
Compensation Committee, establishes the annual compensation rates for the
Company's executive officers.
The Company does not have a nominating committee. Instead, the Board of
Directors, as a whole, identifies and screens candidates for membership on the
Company's Board of Directors.
<PAGE> 4
ITEM 11 EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three
fiscal years ended December 31, 1997, by the Company's Chief Executive Officer
and the other most highly compensated executive officers (collectively, the
"Named Executive Officers") whose aggregate salary and bonus exceeded $100,000
for the fiscal year ended December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------- All Other
Name and Principal Position Year Salary($)(1) Bonus($) Compensation($)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael C. Haynes............... 1997 312,000 -- 2,500(3)
President and Chief Executive 1996 260,794 70,000 5,039(3)
Officer 1995 222,533 87,500 7,043(3)
Charles Cimitile (2)............ 1997 175,000 -- 2,500(3)
Chief Financial Officer and 1996 13,461 -- --
Vice President, Finance 1995 -- -- --
William K. Duehring............. 1997 228,000 -- 3,095(4)
Chief Operating Officer 1996 189,702 55,000 5,634(5)
1995 161,558 87,500 7,638(6)
</TABLE>
(1) Includes annual guaranteed salaries pursuant to employment agreements
with the Company for Messrs. Haynes and Duehring of $28,296 and $16,980,
respectively, for each fiscal year. These guaranteed salaries will
terminate on October 31, 1998.
(2) Charles Cimitile, the Company's Vice-President, Finance and Chief
Financial Officer, joined the Company in December 1996. His 1996 salary,
on an annualized basis, was $175,000.
(3) Consists of annual allocated contributions under the Company's qualified
Profit Sharing Plan.
(4) Consists of $2,500 of annual allocated contributions under the
Company's qualified Profit Sharing Plan and $595 for premiums paid for
term life insurance.
(5) Consists of $5,039 of annual allocated contributions under the Company's
qualified Profit Sharing Plan and $595 for premiums paid for term life
insurance.
(6) Consists of $7,043 of annual allocated contributions under the Company's
qualified Profit Sharing Plan and $595 for premiums paid for term life
insurance.
<PAGE> 5
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at Fiscal In-the-Money Options at
Acquired Year-End(#) Fiscal Year-End($)(1)
on Value -------------------------- --------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Haynes -- -- 18,750 56,250 -- --
Charles Cimitile -- -- 15,000 45,000 -- --
William K. Duehring -- -- 12,500 37,500 -- --
</TABLE>
- --------------------
(1) There were no unexercised in-the-money options as of December 31, 1997.
The closing sale price for the Company's Common Stock as of December 31,
1997 on the Nasdaq National Market was $5.94.
EMPLOYMENT AGREEMENTS
The Company has entered into Employment Agreements with Michael C.
Haynes, William K. Duehring and Charles Cimitile. The agreements require each
employee to devote his full business time and his best efforts, business
judgment, skill and knowledge to the advancement of the business and interests
of the Company during the term of the agreements. The agreements provide for an
annual base salary with annual increases and annual bonuses based on the
Company's attainment of certain net income. The agreements for Messrs. Haynes
and Duehring were amended effective as of October 1, 1996 to increase the annual
base salaries thereunder to $312,000 and $228,000, respectively, as a result of
the new positions of Messrs. Haynes and Duehring within the Company. The
agreements for Messrs. Haynes and Duehring have five-year terms ending on
October 31, 1998 and may be terminated by the Company with or without cause as
defined in the agreements. The agreements for Messrs. Haynes and Duehring also
provide for guaranteed severance payments upon any termination of employment and
additional severance payments upon termination of employment without cause or
upon a change in control of the Company. The agreement for Mr. Cimitile has a
three-year term ending on November 30, 1999 and may be terminated by the Company
with or without cause as defined in the agreement. All of the agreements further
contain confidentiality, proprietary rights and dispute resolution provisions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1997, the Company's Board of
Directors established the levels of compensation for the Company's executive
officers. Michael C. Haynes, a director and the President and Chief Executive
Officer of the Company, participated in the deliberations of the Board regarding
executive compensation, but did not participate in proceedings or decisions of
the Board of Directors regarding his own compensation.
DIRECTOR'S FEES
The Company's directors do not receive any cash compensation for service
on the Board of Directors or any committee thereof, but directors may be
reimbursed for certain expenses in connection with attendance at Board and
committee meetings. The Company intends to compensate future independent
directors for their service on the Board and any committee at rates that are
comparable to the compensation paid to independent directors of other similarly
situated companies.
<PAGE> 6
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely upon its review of the copies of reports furnished to the
Company, or written representations that no annual Form 5 reports were required,
the Company believes that all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") applicable to
its directors, officers and any persons holding ten percent (10%) or more of the
Company's Common Stock were made with respect to the Company's fiscal year ended
December 31, 1997.
REPORT OF THE BOARD OF DIRECTORS
The following report is submitted by the Board of Directors with respect
to the executive compensation policies established by the Board of Directors and
compensation paid or awarded to executive officers for the fiscal year ended
December 31, 1997.
Compensation Policies and Objectives. In establishing and evaluating the
effectiveness of compensation programs for executive officers, as well as other
employees of the Company, the Board of Directors is guided by three basic
principles:
o The Company must offer competitive salaries to be able to attract
and retain highly-qualified and experienced executives and other
management personnel.
o Annual executive compensation in excess of base salaries should
be tied to individual and Company performance.
o The financial interests of the Company's executive officers
should be aligned with the financial interests of the
stockholders, primarily through stock option grants which reward
executives for improvements in the market performance of the
Company's Common Stock.
Salaries and Employee Benefits Programs. In order to retain executives
and other key employees, and to be able to attract additional well-qualified
executives when the need arises, the Company strives to offer salaries, and
health care and other employee benefit programs, to its executives and other key
employees that are comparable to those offered to persons with similar skills
and responsibilities by competing businesses in the local geographic area.
In recommending salaries and bonuses for executive officers and other
key employees, the Board of Directors considers both the Company's overall
performance as well as the individual's performance and informally reviews
available information, including information published in secondary sources,
regarding prevailing salaries and compensation programs offered by competing
businesses that are comparable to the Company in terms of size, revenue,
financial performance and industry group.
In order to retain qualified management personnel, the Company has
followed the practice of seeking to promote executives from within the Company
whenever practicable. The Board of Directors believes that this policy enhances
employee morale and provides continuity of management. Typically, modest salary
increases are made in conjunction with such promotions.
Performance-Based Compensation. The Board of Directors believes that the
motivation of executives and key employees increases as the market value of the
Company's Common Stock increases. Nevertheless, the Company provides a merit
bonus in cash or stock options to executives and key employees which is
dependent on the Company's achievements and the direct contributions made by
each executive and other key employees. Accordingly, at the beginning of each
fiscal year, the Company establishes short term and long term plans, and at the
end of the fiscal year, the collective and individual contributions of the
executives to the Company's achievements are evaluated.
<PAGE> 7
In certain instances, bonuses are awarded not only on the basis of the
Company's overall strategic accomplishments, but also on the achievement by an
executive of specific objectives within his or her area of responsibility. For
example, a bonus may be awarded for any executive's efforts in achieving greater
than anticipated cost savings, or completing a new product on target.
Stock Options and Equity-Based Programs. In order to align the financial
interests of executive officers and other key employees with those of the
stockholders, the Company grants stock options to its executive officers and
other key employees on a periodic basis, taking into account the size and terms
of previous grants of equity-based compensation and stock holdings in
determining awards. Stock option grants, in particular, reward executive
officers and other key employees for performance that results in increases in
the market price of the Company's Common Stock, which directly benefit all
stockholders. Moreover, the Board of Directors generally has followed the
practice of granting options on terms which provide that the options become
exercisable in cumulative annual installments, generally over a three to
five-year period. The Board of Directors believes that this feature of the
option grants not only provides an incentive for executive officers to remain in
the employ of the Company, but also makes longer term growth in share prices
important for the executives who receive stock options.
Profit Sharing Plan. All employees who have worked for the Company at
least twelve (12) months are eligible to participate in the profit sharing plan
(the "Plan"). The Company makes annual contributions to the Plan at the
discretion of the Board of Directors. The amount of the profit sharing allocated
to participants is dependent upon their base compensation levels and the length
of time during the fiscal year that they are employed by the Company. Each
eligible participant's allocation of the Company's profit sharing contribution
is deposited into an established individual profit sharing account. Company
contributions deposited into profit sharing accounts for each employee become
fully vested after six years of service or upon retirement, death or disability.
Benefits are generally payable following retirement, disability, death, hardship
or termination of employment. Executive officers participate in the Plan.
THE BOARD OF DIRECTORS
William K. Duehring
Michael C. Haynes
Robert C. Gay
Joseph J. Pretlow
Geoffrey S. Rehnert
Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Form 10-K, in whole or in part, the foregoing Report and the
performance graph on page 8 shall not be incorporated by reference into any
such filings.
<PAGE> 8
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative stockholder
return on the Company's Common Stock with the cumulative total return of the
Nasdaq Non-Financial Index and the Nasdaq Stock Market -- US Index for the
period that commenced October 13, 1995 (the date on which the Company's Common
Stock was first registered under the Exchange Act) and ended on December 31,
1997.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG GT BICYCLES, INC.,
THE NASDAQ NON-FINANCIAL INDEX
AND THE NASDAQ STOCK MARKET -- US INDEX
GTBX
<TABLE>
<CAPTION>
Cumulative Total Return*
-------------------------------------
10/13/95 12/95 12/96 12/97
-------------------------------------
<S> <C> <C> <C> <C> <C>
GT BICYCLES INC. GTBX 100 70 97 45
NASDAQ STOCK MARKET (U.S.) NAS 100 104 128 157
NASDAQ NON-FINANCIAL NNF 100 103 125 147
</TABLE>
- -------------------
* $100 invested on 10/13/95 in stock or index, including reinvestment of
dividends. Fiscal year ending December 31.
<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Set forth below is certain information as of March 17, 1998 regarding
the beneficial ownership of the Company's Common Stock by (i) any person who was
known by the Company to own more than five percent (5%) of the voting securities
of the Company, (ii) all directors and nominees, (iii) each of the Named
Executive Officers identified in the Summary Compensation Table, and (iv) all
current directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership(1) Percent of Class
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Bain Funds(2)............................ 2,230,081 22.7%
c/o Bain Capital
Two Copley Place, 7th Floor
Boston, Massachusetts 02116
Jackson National Life Insurance Company.. 524,505 5.3%
5901 Executive Drive
Lansing, Michigan 48909
Robert C. Gay(3)......................... 2,230,081 22.7%
c/o Bain Capital
Two Copley Place, 7th Floor
Boston, Massachusetts 02116
Geoffrey S. Rehnert(3)................... 2,230,081 22.7%
c/o Bain Capital
Two Copley Place, 7th Floor
Boston, Massachusetts 02116
Joseph J. Pretlow(3)..................... 2,230,081 22.7%
c/o Bain Capital
Two Copley Place, 7th Floor
Boston, Massachusetts 02116
Michael C. Haynes........................ 355,415 3.6%
William K. Duehring(4)................... 278,014 2.8%
Charles Cimitile......................... 15,000 0.2%
All current executive officers and
directors as a group (6 persons)(3)(4) 2,878,510 29.3%
</TABLE>
- ------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options, warrants and convertible notes currently exercisable
or convertible, or exercisable or convertible within 60 days of March
17, 1998, are deemed outstanding for computing the percentage of the
person holding such options but are not deemed outstanding for computing
the percentage of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named
<PAGE> 10
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) Includes (i) 102,388 shares owned by BCIP Associates, (ii) 49,023 shares
owned by BCIP Trust Associates, L.P., (iii) 1,109,328 shares owned by
Bain Capital Fund IV-B, L.P., and (iv) 969,342 shares owned by Bain
Capital Fund IV, L.P.
(3) Includes shares described in Note (2) above. Messrs. Gay, Rehnert and
Pretlow are Directors of the Company. Messrs. Gay and Rehnert are
managing directors of Bain Capital Investors, Inc., the general partner
of Bain Capital Partners IV, L.P., which is the general partner of Bain
Capital Fund IV-B, L.P. and Bain Capital Fund IV, L.P. and are general
partners of BCIP Associates and BCIP Trust Associates, L.P., and
accordingly, may be deemed to beneficially own such shares. Mr. Pretlow
is a principal of Bain Capital Investors, Inc., the management company
for Bain Capital Fund IV-B, L.P. and Bain Capital Fund IV, L.P., and
accordingly, may be deemed to beneficially own such shares. Each of Mr.
Gay, Mr. Rehnert and Mr. Pretlow disclaims beneficial ownership of the
shares held by BCIP Associates, BCIP Trust Associates, L.P., Bain
Capital Fund IV-B, L.P. and Bain Capital Fund IV, L.P., except to the
extent of each of their pecuniary interests therein.
(4) Includes 264,000 shares held in the William K. Duehring Trust, dated
December 6, 1994.
<PAGE> 11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to an agreement between the Company and Bain Capital Fund IV,
L.P., Bain Capital Fund IV-B, L.P., BCIP Associates, BCIP Trust Associates, L.P.
(the "Bain Funds") and certain other stockholders, the Company is obligated to
pay the Bain Funds a management fee not to exceed $100,000 per annum. During
the fiscal year ended December 31, 1997, the Company paid management fees of
$100,000 to the Bain Funds pursuant to this agreement. Messrs. Gay and Rehnert
are managing directors of Bain Capital Investors, Inc., the general partner of
Bain Capital Partners IV, L.P., which is the general partner of Bain Capital
Fund IV-B, L.P. and Bain Capital Fund IV, L.P. and are general partners of BCIP
Associates and BCIP Trust Associates, L.P. Mr. Pretlow is a principal of Bain
Capital Investors, Inc., the management company for Bain Capital Fund IV-B,
L.P. and Bain Capital Fund IV, L.P.
The Company's Riteway Products East, Inc. subsidiary leases an
administrative and distribution facility, located in Cheektowaga, New York, from
various individuals, including Mr. Haynes and certain other employees of the
Company. The lease requires monthly rental payments of $25,255 and expires in
January 2011.
The Company's Riteway Distributors Central, Inc. subsidiary leases an
administrative and distribution facility, located in St. Louis, Missouri, from
various individuals, including Mr. Haynes and certain other employees of the
Company. The lease requires monthly rental payments of $26,670 and expires in
May 2001.
The Company's Riteway Products North Central, Inc. subsidiary leases an
administrative and distribution facility, located in Sheboygan, Wisconsin, from
various individuals, including certain employees of the Company. The lease
requires monthly rental payments of $15,500 and expires in July 2000.
The Company believes that all of the transactions set forth above were
made on terms no less favorable to the Company than could otherwise be obtained
from unaffiliated third parties.
<PAGE> 12
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 30th day of April, 1998.
GT BICYCLES, INC.
By: /s/ Michael C. Haynes
--------------------------------------
Michael C. Haynes,
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Michael C. Haynes President, Chief Executive Officer and April 30, 1998
- --------------------------------- Director (Principal Executive Officer)
Michael C. Haynes
* Vice President, Finance and April 30, 1998
- --------------------------------- Chief Financial Officer
Charles Cimitile (Principal Financial and Principal
Accounting Officer)
* Chief Operating Officer and April 30, 1998
- --------------------------------- Director
William K. Duehring
* Director April 30, 1998
- ---------------------------------
Robert C. Gay
* Director April 30, 1998
- ---------------------------------
Joseph J. Pretlow
* Director April 30, 1998
- ---------------------------------
Geoffrey S. Rehnert
* /s/ Michael C. Haynes
- ---------------------------------
Michael C. Haynes as
Attorney in Fact
</TABLE>
