<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
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 1-6615
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-2594729
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7800 WOODLEY AVENUE
VAN NUYS, CALIFORNIA 91406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 781-4973
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]
----- -----
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LAST PRACTICABLE DATE.
CLASS OF COMMON STOCK OUTSTANDING AT OCTOBER 31, 2000
--------------------- -------------------------------
$.50 PAR VALUE 25,836,313
<PAGE> 2
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Condensed Statements of Income .............................. 1
Consolidated Condensed Balance Sheets..................................... 2
Consolidated Condensed Statements of Cash Flows........................... 3
Consolidated Condensed Statements of Shareholders' Equity................. 4
Notes to Consolidated Condensed Financial Statements...................... 5
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 9
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K.................................... 12
Signatures................................................................... 12
</TABLE>
<PAGE> 3
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ----------------------
2000 1999 2000 1999
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Net Sales .................................. $144,813 $131,430 $476,020 $423,368
Cost of Sales .............................. 114,295 104,476 374,160 333,786
-------- -------- -------- --------
Gross Profit ............................... 30,518 26,954 101,860 89,582
Selling, General and Administrative Expenses 5,010 5,172 15,405 15,539
-------- -------- -------- --------
Income From Operations ..................... 25,508 21,782 86,455 74,043
Non-Operating Income / Expense:
Interest income, net .................... 2,017 1,406 5,597 3,892
Miscellaneous expense, net .............. 1,118 811 3,796 1,960
-------- -------- -------- --------
Income Before Provision for Income Taxes ... 26,407 22,377 88,256 75,975
Provision for Income Taxes ................. 9,176 7,888 30,669 26,781
-------- -------- -------- --------
Net Income ................................. $ 17,231 $ 14,489 $ 57,587 $ 49,194
======== ======== ======== ========
Earnings Per Share - Basic ................. $ 0.67 $ 0.54 $ 2.21 $ 1.82
======== ======== ======== ========
Earnings Per Share - Diluted ............... $ 0.66 $ 0.54 $ 2.19 $ 1.81
======== ======== ======== ========
Dividends Declared Per Share ............... $ 0.10 $ 0.09 $ 0.29 $ 0.26
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
1
<PAGE> 4
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, execpt par value and share data)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 2000 1999
------------ ----------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents .............................. $ 85,746 $ 108,081
Accounts receivable, net ............................... 123,976 107,032
Inventories ............................................ 53,738 39,488
Other current assets ................................... 9,495 9,139
--------- ---------
Total current assets ............................. 272,955 263,740
Property, Plant and Equipment, net ........................ 215,386 163,113
Other Long-term Assets .................................... 30,285 33,615
--------- ---------
Total Assets .............................................. $ 518,626 $ 460,468
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable ....................................... $ 72,178 $ 45,454
Accrued liabilities .................................... 40,755 41,060
Current portion of capitalized leases .................. 333 333
--------- ---------
Total current liabilities ........................ 113,266 86,847
Long-term Liabilities ..................................... 13,277 13,603
Deferred Income Taxes ..................................... 7,469 6,932
Shareholders' Equity
Preferred stock, par value $25.00,
1,000,000 shares authorized, none issued ............ -- --
Common stock, par value $.50,
100,000,000 shares authorized ....................... 12,910 13,227
Accumulated other comprehensive income ................. (15,701) (15,114)
Retained earnings ...................................... 387,405 354,973
--------- ---------
Total shareholders' equity ....................... 384,614 353,086
Total Liabilities and Shareholders' Equity ................ $ 518,626 $ 460,468
========= =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
2
<PAGE> 5
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------
2000 1999
---------- ---------
<S> <C> <C>
Net Cash Provided by Operating Activities ...... $ 74,227 $ 65,532
Cash Flows from Financing Activities:
Repurchases of common stock ................. (18,661) (15,240)
Cash dividends paid ......................... (7,326) (6,773)
Other, net .................................. 477 252
--------- ---------
Net Cash Used in Financing Activities .... (25,510) (21,761)
--------- ---------
Cash Flows from Investing Activities:
Additions to property, plant and equipment .. (72,182) (20,595)
Proceeds from sale of assets ................ 1,130 57
Investment in and advances to joint ventures -- (2,652)
--------- ---------
Net Cash Used in Investing Activities .... (71,052) (23,190)
--------- ---------
Net Increase in Cash and Cash Equivalents ...... (22,335) 20,581
Cash and Cash Equivalents at Beginning of Period 108,081 86,566
--------- ---------
Cash and Cash Equivalents at End of Period ..... $ 85,746 $ 107,147
========= =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
3
<PAGE> 6
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(Dollars in thousand, except share data)
<TABLE>
<CAPTION>
Common Stock
--------------------------- Additional Other
Number of Paid-In Retained Comprehensive
Shares Amount Capital Earnings Income Total
---------- ----------- ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1999 26,454,219 $ 13,227 $ 0 $ 354,973 $ (15,114) $ 353,086
Comprehensive income:
Net income -- -- -- 57,587 -- 57,587
Foreign currency
translation adjustment -- -- -- -- (587) (587)
Comprehensive income -- -- -- -- -- 57,000
Cash dividends declared
($.29/share) -- -- -- (7,533) -- (7,533)
Repurchases of
common stock (683,600) (342) (697) (17,622) -- (18,661)
Stock options exercised,
including related
tax benefit 50,069 25 697 -- -- 722
Balances at
September 30, 2000 25,820,688 $ 12,910 $ 0 $ 387,405 $ (15,701) $ 384,614
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
4
<PAGE> 7
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
1. Nature of Operations
Our principal business is the design and manufacture of motor vehicle parts
and accessories for sale to original equipment manufacturers (OEM) and the
automotive aftermarket, on an integrated one-segment basis. We are one of
the largest suppliers of cast and forged aluminum wheels to the world's
leading automobile and light truck manufacturers, with wheel manufacturing
operations in the United States, Mexico and Hungary. Customers in North
America represent the principal market for our products, with approximately
10% of our products, on an annual basis, being exported to international
customers or delivered to their assembly operations in the United States.
We are in the process of expanding our operations into aluminum suspension
and related underbody components to compliment our OEM aluminum wheel
business. A dedicated manufacturing site has been acquired and expansion of
the existing facility is currently under construction. Senior
manufacturing, engineering and marketing personnel have been hired to
operate the new suspension business. We have won contracts to manufacture
front upper control arm/bracket assemblies for certain 2002, 2003 and 2004
model year vehicles. Initial shipments of these products will begin in the
fall of 2001.
General Motors and Ford represented approximately 87% of our annual sales
in 1999. The loss of all or a substantial portion of our sales to these two
customers would have a significant adverse impact on our financial results
until the lost volume could be replaced. We do not believe this represents
a material risk due to excellent long-term relationships with both,
including multi-year contractual arrangements. We continue the
diversification trends of our customer base with recent announcements of
new wheel contracts with DaimlerChrysler.
The availability and demand for aluminum wheels are subject to
unpredictable factors, such as changes in the general economy, the
automobile industry, the price of gasoline and consumer interest rates. The
raw materials used in producing our products are readily available and are
obtained through numerous suppliers with whom we have established trade
relations.
5
<PAGE> 8
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(UNAUDITED)
2. Presentation of Consolidated Condensed Financial Statements
During interim periods, Superior Industries International, Inc. and its
subsidiaries follow the accounting policies set forth in its Annual Report
to Shareholders and apply appropriate interim financial reporting
standards, as indicated below. Users of financial information produced for
interim periods are encouraged to refer to the notes contained in the 1999
Annual Report to Shareholders when reviewing interim financial results.
Interim financial reporting standards require us to make estimates that are
based on assumptions regarding the outcome of future events and
circumstances not known at that time, including the use of estimated
effective tax rates. Inevitably, some assumptions may not materialize and
unanticipated events and circumstances may occur which vary from those
estimates and such variations may significantly affect our future results.
In our opinion, the accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the Securities and
Exchange Commission's requirements of Form 10-Q and contain all
adjustments, of a normal and recurring nature, which are necessary for a
fair presentation of i) the consolidated condensed statements of income for
the three and nine months ended September 30, 2000 and 1999, ii) the
consolidated condensed balance sheets at September 30, 2000 and December
31, 1999, iii) the consolidated condensed statements of cash flows for the
nine months ended September 30, 2000 and 1999, and iv) the consolidated
condensed statements of shareholders' equity at September 30, 2000 and
December 31, 1999.
3. Earnings Per Share
Basic earnings per share is computed by dividing net income for the period
by the weighted average number of common shares outstanding for the period,
or 25,877,000 and 26,832,000 for the three months ended September 30, 2000
and 1999, respectively, and 26,059,000 and 27,022,000 for the nine months
ended September 30, 2000 and 1999, respectively. For purposes of
calculating "diluted" earnings per share, net income is divided by the
total of the weighted averaged shares outstanding plus the dilutive effect
of our outstanding stock options ("common stock equivalents"), or
26,136,000 and 26,998,000 for the three months ended September 30, 2000 and
1999, respectively, and 26,270,000 and 27,144,000 for the nine months ended
September 30, 2000 and 1999, respectively.
6
<PAGE> 9
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(UNAUDITED)
4. Accounts Receivable
The following is a summary of our consolidated accounts receivable:
(Thousands of dollars)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ----------
<S> <C> <C>
Accounts Receivable:
Trade $ 97,999 $ 86,481
Due from joint venture 9,997 8,764
Other 17,306 13,155
--------- ---------
125,302 108,400
Allowance for Doubtful Accounts (1,326) (1,368)
--------- ---------
$ 123,976 $ 107,032
</TABLE>
5. Inventories
The following is a summary of our consolidated inventories:
(Thousands of dollars)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Raw Materials $17,992 $10,748
Work in Process 10,744 10,908
Finished Goods 25,002 17,832
------- -------
$53,738 $39,488
</TABLE>
7
<PAGE> 10
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(UNAUDITED)
6. Property, Plant and Equipment
Property, plant and equipment, net consists of the following:
(Thousands of dollars)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- -----------
<S> <C> <C>
Land and Buildings $ 53,623 $ 51,180
Machinery and Equipment 315,356 306,641
Leasehold Improvements and Other 5,988 4,472
Construction in Progress 82,060 26,135
--------- ---------
457,027 388,428
Accumulated Depreciation (241,641) (225,315)
--------- ---------
$ 215,386 $ 163,113
</TABLE>
Depreciation expense was $6.9 million and $7.4 million for the three month
periods ended September 30, 2000 and 1999, respectively, and $19.6 million
and $21.6 million for the nine month periods ended September 30, 2000 and
1999, respectively.
7. Contingencies
We are party to various legal and environmental proceedings incidental to
our business. Certain claims, suits and complaints arising in the ordinary
course of business have been filed or are pending against us. Based on
facts now known to us, we believe all such matters are adequately provided
for, covered by insurance or, if not so covered or provided for, are
without merit, or involve such amounts that would not materially adversely
affect our consolidated results of operations and cash flows or financial
position.
8
<PAGE> 11
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Our consolidated net sales for the third quarter of 2000 increased $13.4
million, or 10.2%, to a new third quarter record of $144.8 million from $131.4
million in the third quarter a year ago. OEM net sales increased $15.4 million,
or 12.1%, to $142.4 million compared to $127.0 million in the 1999 period, while
OEM unit shipments for the same period increased 3.4% over the prior year to
2,676,000, also a new third quarter record. OEM sales dollars in the current
period increased at a greater rate than unit shipments due principally to an
increase in average selling prices related to a shift in mix to larger wheels, a
higher pass-through price of aluminum to our customers and to a higher
percentage of chrome plated and polished wheels.
The OEM unit shipment increase of 3.4% over the prior year compares favorably to
the virtually flat North American vehicle production level of passenger cars and
light trucks during the same period, indicating a continued increase in market
share. For the model year 1999, industry-wide aluminum wheel penetration rates
increased to 54% from 51% for the model year 1998, continuing a long-term upward
trend.
Consolidated net sales for the nine months ended September 30, 2000 increased
$52.7 million, or 12.4%, to $476.0 million from $423.4 million a year ago. OEM
net sales increased $62.0 million, or 15.3%, to $467.4 million from $405.4
million in 1999, as unit shipments increased 7.1%. The unit shipment increase
translates to a greater increase in sales dollars because of the higher
pass-through aluminum prices and a higher percentage of chrome plating and
polishing revenues.
Gross profit for the quarter increased to $30.5 million, or 21.1% of net sales,
compared to $26.9 million, or 20.5% of net sales, for the same period a year
ago. For the nine month period ended September 30, 2000, the gross margin
increased to $101.9 million, or 21.4% of net sales from $90.0 million, or 21.2%
of net sales in 1999. The higher gross profit percentage was due principally to
higher capacity utilization rates at certain of our aluminum wheel facilities.
Selling, general and administrative expenses for the third quarter of 2000 were
$5.0 million, or 3.5% of net sales in 2000 compared to $5.2 million, or 3.9% of
net sales in 1999, which indicates a consistent selling, general and
administrative expense trend. For the nine months ended September 30, 2000,
these expenses were $15.4 million or 3.2% of net sales compared to $15.5 million
or 3.7% of net sales in the same period a year ago.
Operating income for the third quarter increased $3.7 million, or 17.1%, to
$25.5 million from $21.8 million in the same period a year ago, due to the
improved gross margin explained above. Accordingly, the operating income margin
for the third quarter of 2000 was 17.6% of sales compared to 16.6% of sales in
the same period in 1999. On a year-to-date basis, operating income was up $12.4
million, or 16.8%, to $86.5 million or 18.2% of net sales, from $74.0 million or
17.5% of net sales a year ago.
9
<PAGE> 12
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Interest income for the third quarter increased to $2.0 million from $1.4
million a year ago, due principally to improved interest rates from a year ago.
For the nine months ended September 30, 2000, interest income was $5.6 million
compared to $3.9 million a year ago. Miscellaneous expense for the third quarter
included start-up expenses associated with both our second wheel manufacturing
plant in Chihuahua, Mexico and with our aluminum automotive components facility
in Heber Springs, Arkansas and pre-tax equity losses related to our fifty
percent owned joint ventures.
As a result of the above, net income for the quarter increased $2.7 million, or
18.9%, to a new third quarter record of $17.2 million, or 11.9% of net sales,
from $14.5 million, or 11.0% of net sales last year. For the nine months ended
September 30, 2000, net income was $57.6 million compared to $49.2 million in
1999. Diluted earnings per share for the third quarter of 2000, also a new third
quarter record, was $0.66, an increase of 22.2% over the $0.54 per diluted share
in the same period a year ago. On a year-to-date basis, diluted earnings per
share was $2.19, an increase of 21.0% over the $1.81 per diluted share in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $74.2 million for the nine months
ended September 30, 2000, compared to $65.5 million for the same period a year
ago. The increase was due principally to the $8.4 million increase in net
income, as the favorable change in working capital components offset the $2.0
million decease in depreciation expense.
Our principal financing activities during the nine months ended September 30,
2000 were to repurchase 683,600 shares of our common stock for $18.7 million and
to pay cash dividends on our common stock totaling $7.3 million. In March 2000,
our Board of Directors approved a 4.0 million share repurchase plan, bringing
the total authorized since September 1995 to 8.0 million shares, of which 4.3
million have now been repurchased. Similar financing activities during the same
period a year ago were for $15.2 million to repurchase common stock and $6.8
million to pay cash dividends.
The principal investing activity during the nine month period ended September
30, 2000 was funding $72.2 million of capital expenditures principally for the
new Chihuahua, Mexico wheel plant, the aluminum automotive components facility
in Heber Springs, Arkansas and capacity expansion projects at two of our
existing wheel plants. Similar investment activities during the same period a
year ago included $20.6 million of capital expenditures.
Working capital and the current ratio were $159.7 million and 2.4:1 versus
$176.9 million and 3.0:1 at September 30, 2000 and December 31, 1999,
respectively, and $173.9 million and 2.9:1, respectively, at September 30, 1999.
Cash and short-term investments as of September 30, 2000 were $85.7 million
compared to $108.1 million at December 31, 1999 and $107.1 million at September
30, 1999. Our cash position is forecasted to be more than sufficient to fund our
working capital and capital investment requirements for the remainder of the
year.
10
<PAGE> 13
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
CURRENCY RISK MANAGEMENT
The Company has foreign operations in Mexico and Hungary, which on occasion
require the transfer of funds denominated in their respective functional
currencies - the Mexican Peso and the German Deutsche Mark. In order to manage
our exposure to fluctuations in foreign currency exchange rates, we will
periodically utilize forward contract trading techniques. At September 30, 2000,
the Company held open foreign currency (Deutsche Mark) forward contracts
totaling $10.4 million with an unrealized net loss of approximately $192,000.
NEW ACCOUNTING STANDARDS
New Accounting Standards - In 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("FAS 133"), requiring that
entities recognize at fair value all derivative instruments as assets and/or
liabilities in the statement of financial position. This statement was amended
in 1999 by Statement No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FAS No. 133" ("FAS 137"), and
implementation of FAS No. 133 was delayed until years beginning after June 15,
2000. In 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities (an amendment of FAS 133)". We will
adopt FAS 133 by January 1, 2001, as required. We are currently assessing the
impact of this statement on the company's result of operations and financial
position.
FORWARD LOOKING STATEMENTS
Some statements included in this filing which are not historical in nature are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward looking statements regarding our future
performance and financial results are subject to certain risks and uncertainties
that could cause actual results to differ materially from those discussed in
such forward looking statements due to a variety of factors including, among
others, changes in the condition of the industry, changes in general economic
conditions and the success of our strategic and operating plans.
11
<PAGE> 14
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
PART II - OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K - There were no reports on Form 8-K filed during the
three months ended September 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Registrant)
Date 11/10/00 /s/ Louis L. Borick
--------- ---------------------------------------------
Louis L. Borick
President and Chairman of the Board
Date 11/10/00 /s/ R. Jeffrey Ornstein
-------- ---------------------------------------------
R. Jeffrey Ornstein
Vice President and CFO
12
