SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended OCTOBER 2, 1999
Commission file number: 1-5256
----------------------------
V. F. CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1180120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NORTH CAROLINA 27408
(Address of principal executive offices)
(336) 547-6000
(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____
On October 30, 1999, there were 118,117,536 shares of Common Stock outstanding.
VF CORPORATION
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Statements of Income -
Three months and nine months ended October 2, 1999 and
October 3, 1998............................................. 3
Consolidated Balance Sheets - October 2, 1999,
January 2, 1999 and October 3, 1998......................... 4
Consolidated Statements of Cash Flows -
Nine months ended October 2, 1999 and
October 3, 1998............................................. 5
Notes to Consolidated Financial Statements.................. 6
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............................... 13
VF CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
OCTOBER 2 OCTOBER 3 OCTOBER 2 OCTOBER 3
1999 1998 1999 1998
----------- ----------- ----------- -----------
NET SALES $ 1,464,856 $ 1,458,780 $ 4,187,930 $ 4,135,304
COSTS AND OPERATING EXPENSES
Cost of products sold 961,943 944,672 2,755,612 2,712,015
Marketing, administrative
and general expenses 313,532 304,464 938,269 912,903
Other operating expense 3,038 3,180 9,044 4,940
----------- ----------- ----------- -----------
1,278,513 1,252,316 3,702,925 3,629,858
----------- ----------- ----------- -----------
OPERATING INCOME 186,343 206,464 485,005 505,446
OTHER INCOME (EXPENSE)
Interest income 1,299 1,772 4,526 5,031
Interest expense (18,787) (15,975) (53,831) (46,570)
Miscellaneous, net 368 687 1,272 1,194
----------- ----------- ----------- -----------
(17,120) (13,516) (48,033) (40,345)
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 169,223 192,948 436,972 465,101
INCOME TAXES 65,327 73,333 167,928 180,599
----------- ----------- ----------- -----------
NET INCOME $ 103,896 $ 119,615 $ 269,044 $ 284,502
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE
Basic $ 0.87 $ 0.98 $ 2.22 $ 2.31
Diluted 0.85 0.96 2.19 2.26
CASH DIVIDENDS PER COMMON SHARE $ 0.21 $ 0.20 $ 0.63 $ 0.60
VF CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
OCTOBER 2 JANUARY 2 OCTOBER 3
1999 1999 1998
----------- ----------- -----------
ASSETS
CURRENT ASSETS
Cash and equivalents $ 81,783 $ 63,208 $ 65,185
Accounts receivable, less allowances:
October 2 - $54,498; Jan 2 - $52,011;
October 3 - $50,268 829,239 705,734 828,979
Inventories:
Finished products 616,425 552,729 538,391
Work in process 198,479 185,929 199,869
Materials and supplies 190,359 215,349 178,377
----------- ----------- -----------
1,005,263 954,007 916,637
Other current assets 155,701 125,203 151,509
----------- ----------- -----------
Total current assets 2,071,986 1,848,152 1,962,310
PROPERTY, PLANT AND EQUIPMENT 1,789,059 1,711,131 1,676,487
Less accumulated depreciation 987,431 935,040 917,476
----------- ----------- -----------
801,628 776,091 759,011
INTANGIBLE ASSETS 998,020 951,562 942,906
OTHER ASSETS 310,702 260,861 232,305
----------- ----------- -----------
$ 4,182,336 $ 3,836,666 $ 3,896,532
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 462,083 $ 244,910 $ 233,715
Current portion of long-term debt 583 969 844
Accounts payable 333,998 341,126 353,735
Accrued liabilities 486,889 446,001 572,255
----------- ----------- -----------
Total current liabilities 1,283,553 1,033,006 1,160,549
LONG-TERM DEBT 523,057 521,657 518,574
OTHER LIABILITIES 186,069 181,750 166,528
REDEEMABLE PREFERRED STOCK 52,270 54,344 54,891
DEFERRED CONTRIBUTIONS TO EMPLOYEE
STOCK OWNERSHIP PLAN (15,780) (20,399) (21,859)
----------- ----------- -----------
36,490 33,945 33,032
COMMON SHAREHOLDERS' EQUITY
Common Stock 117,918 119,466 120,149
Additional paid-in capital 830,665 801,511 792,551
Accumulated other comprehensive income (59,784) (25,639) (30,006)
Retained earnings 1,264,368 1,170,970 1,135,155
----------- ----------- -----------
Total common shareholders' equity 2,153,167 2,066,308 2,017,849
----------- ----------- -----------
$ 4,182,336 $ 3,836,666 $ 3,896,532
=========== =========== ===========
VF CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS ENDED
--------------------------
OCTOBER 2 OCTOBER 3
1999 1998
--------- ---------
OPERATIONS
Net income $ 269,044 $ 284,502
Adjustments to reconcile net income to
cash provided by operations:
Depreciation 100,540 97,480
Amortization of intangible assets 24,890 24,277
Other, net (22,763) 380
Changes in current assets and liabilities:
Accounts receivable (108,129) (172,099)
Inventories 18,579 (32,312)
Accounts payable (22,954) 6,615
Other, net (2,426) 59,021
--------- ---------
Cash provided by operations 256,781 267,864
INVESTMENTS
Capital expenditures (126,425) (146,306)
Business acquisitions (156,197) (250,785)
Other, net (11,115) 19,223
--------- ---------
Cash invested (293,737) (377,868)
FINANCING
Increase in short-term borrowings 203,409 191,165
Proceeds from long-term debt 1,032 1,000
Payment of long-term debt (1,979) (620)
Purchase of Common Stock (97,478) (105,045)
Cash dividends paid (77,745) (75,578)
Proceeds from issuance of stock 24,963 38,950
Other, net 3,329 1,223
--------- ---------
Cash provided by financing 55,531 51,095
--------- ---------
NET CHANGE IN CASH AND EQUIVALENTS 18,575 (58,909)
CASH AND EQUIVALENTS - BEGINNING OF YEAR 63,208 124,094
--------- ---------
CASH AND EQUIVALENTS - END OF PERIOD $ 81,783 $ 65,185
========= =========
VF CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine months ended
October 2, 1999 are not necessarily indicative of results that may be expected
for the year ending January 1, 2000. For further information, refer to the
consolidated financial statements and notes included in the Company's Annual
Report on Form 10-K for the year ended January 2, 1999.
NOTE B - ACQUISITIONS
During the third quarter of 1999, the Company acquired certain operating assets
of its former licensees for the Wrangler and Lee brands in Argentina. The
Company also acquired a group of companies that own exclusive rights to
manufacture and market the UFO brand, the leading jeans brand in Argentina.
During the first quarter of 1999, the Company acquired a majority interest in
the business of its former licensee for the Wrangler and JanSport brands in
Chile, Peru and Bolivia. The Company also acquired the operating assets of
Fibrotek Industries, Inc. and the common stock of Todd Uniform, Inc. and of
Horace Small Holdings Corporation. These acquisitions, costing $160.0 million in
total, have been accounted for as purchases, and accordingly, operating results
have been included in the financial statements from the dates of acquisition.
The net assets of these companies are included based on preliminary allocations
of the purchase prices, with approximately $69 million representing intangible
assets to be amortized over periods ranging from 20 to 40 years. Final asset and
liability valuations are not expected to have a material effect on the financial
statements.
The following pro forma results of operations assume that these businesses had
been acquired at the beginning of 1998 (in thousands, except per share amounts):
Third Quarter Nine Months
------------------------------ --------------------------------
1999 1998 1999 1998
----------- ------------ ------------- -------------
Net sales $1,470,311 $ 1,519,820 $ 4,251,342 $ 4,315,672
Net income 101,694 118,411 265,899 280,233
Earnings per common share:
Basic $0.85 $0.97 $2.19 $2.28
Diluted 0.83 0.95 2.16 2.23
NOTE C - BUSINESS SEGMENT INFORMATION
Third Quarter Nine Months
------------------------------ ---------------------------------
1999 1998 1999 1998
------------ ------------ ------------- --------------
(In thousands)
Net sales:
Apparel $ 1,107,285 $ 1,124,164 $ 3,252,169 $ 3,262,515
All Other 357,571 334,616 935,761 872,789
------------ ------------ ------------- --------------
Consolidated net sales $ 1,464,856 $ 1,458,780 $ 4,187,930 $ 4,135,304
============ ============ ============= ==============
Segment profit:
Apparel $ 166,902 $ 197,089 $ 472,628 $ 514,615
All Other 43,866 41,513 108,773 90,834
------------ ------------ ------------- --------------
Total segment profit 210,768 238,602 581,401 605,449
Interest, net (17,488) (14,203) (49,305) (41,539)
Amortization of intangible assets (8,209) (8,162) (24,890) (24,277)
Corporate and other expenses (15,848) (23,289) (70,234) (74,532)
------------ ------------ ------------- --------------
Consolidated income before income taxes $ 169,223 $ 192,948 $ 436,972 $ 465,101
============ ============ ============= ==============
NOTE D - EARNINGS PER SHARE
Earnings per share are computed as follows (in thousands, except per share
amounts):
Third Quarter Nine Months
------------------------------ --------------------------------
1999 1998 1999 1998
------------ ------------ ------------- -------------
Basic earnings per share:
Net income $ 103,896 $ 119,615 $ 269,044 $ 284,502
Less Preferred Stock dividends and
redemption premium 1,536 1,366 5,218 4,505
------------ ------------ ------------- -------------
Net income available for Common Stock $ 102,360 $ 118,249 $ 263,826 $ 279,997
============ ============ ============= =============
Weighted average Common
Stock outstanding 118,229 120,843 119,013 121,083
============ ============ ============= =============
Basic earnings per share $0.87 $0.98 $2.22 $2.31
============ ============ ============= =============
Diluted earnings per share:
Net income $ 103,896 $ 119,615 $ 269,044 $ 284,502
Increased ESOP expense if Preferred Stock
were converted to Common Stock 265 290 795 869
------------ ------------ ------------- -------------
Net income available for Common Stock
and dilutive securities $ 103,631 $ 119,325 $ 268,249 $ 283,633
============ ============ ============= =============
Weighted average Common Stock outstanding 118,229 120,843 119,013 121,083
Additional Common Stock resulting from
dilutive securities:
Preferred Stock 2,709 2,845 2,742 2,867
Stock options and other 769 1,137 970 1,476
------------ ------------ ------------- -------------
Weighted average Common Stock and
dilutive securities outstanding 121,707 124,825 122,725 125,426
============ ============ ============= =============
Diluted earnings per share $0.85 $0.96 $2.19 $2.26
============ ============ ============= =============
Outstanding options to purchase 3.7 million shares of Common Stock have been
excluded from the computation of diluted earnings per share for the three and
nine months of 1999 because the option exercise prices were greater than the
average market price of the Common Stock.
NOTE E - COMPREHENSIVE INCOME
Comprehensive income consists of net income from operations, plus certain
changes in assets and liabilities that are not included in net income but are
instead reported within a separate component of shareholders' equity under
generally accepted accounting principles. The Company's comprehensive income was
as follows (in thousands):
Third Quarter Nine Months
------------------------------- -------------------------------
1999 1998 1999 1998
------------- ------------ ------------- ------------
Net income as reported $ 103,896 $ 119,615 $ 269,044 $ 284,502
Other comprehensive income:
Foreign currency translation adjustments,
net of income taxes 1,255 9,516 (34,145) 6,104
------------- ------------ ------------- ------------
Comprehensive income $ 105,151 $ 129,131 $ 234,899 $ 290,606
============= ============ ============= ============
The significant change in foreign currency translation adjustments in the nine
months of 1999 is due to the strengthening of the U.S. dollar in relation to the
currencies of most European countries where the Company has operations.
NOTE F - CAPITAL
At October 2, 1999, January 2, 1999 and October 3, 1998, there were 118,207,536,
119,699,000 and 120,377,085 shares outstanding, respectively. Common shares
outstanding are net of shares held in treasury of 19,426,952 at October 2, 1999,
17,134,370 at January 2, 1999 and 16,188,094 at October 3, 1998. In addition,
289,969, 232,899 and 228,825 shares of VF Common Stock held in trust for
deferred compensation plans are treated as treasury stock for financial
accounting purposes at each of the respective dates above.
There are 25,000,000 authorized shares of Preferred Stock, $1 par value. Of
these shares, 2,000,000 were designated as Series A, of which none have been
issued, and 2,105,263 shares were designated and issued as 6.75% Series B
Preferred Stock, of which 1,692,956 shares were outstanding at October 2, 1999,
1,760,119 at January 2, 1999 and 1,777,857 at October 3, 1998.
NOTE G - REVOLVING CREDIT AGREEMENT
On July 15, 1999, the Company entered into a new $750.0 million unsecured
revolving credit agreement, which replaces the prior agreement that was
scheduled to expire in October 1999. The new credit agreement expires on July
15, 2004.
VF CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated sales increased slightly for the third quarter and 1% for the nine
months ended October 2, 1999, compared with the comparable periods of 1998.
Sales in the Company's "growth" category businesses - - jeanswear, domestic
intimate apparel, workwear and daypacks, where investments are focused to
achieve sales increases - - advanced by $44 million or 4% for the 1999 quarter
and $153 million or 5% for the nine month period, including acquisitions for
both periods.
Domestic jeanswear sales increased 1% for the quarter and declined 1% for the
nine month period. Strong performance in the Company's mass channel jeanswear
business was offset by weakness in mid-tier department store business, which is
primarily in the Lee brand. International jeans sales declined by 7% for the
quarter due to slowing demand for denim in Europe. International jeans sales
increased 6% for the nine month period due primarily to acquisitions that
anniversaried in the third quarter of 1999.
Domestic intimate apparel sales were flat for the quarter and advanced 3% for
the nine month period, with continuing growth in the Vassarette brand. Workwear
sales advanced in 1999, due to businesses acquired.
Sales in the Company's "maintenance" category businesses - - knitwear,
international intimates, playwear and swimwear, where efforts are focused on
increased profitability - - declined by $38 million or 12% for the third quarter
and $100 million or 12% for the nine month period due to declines in knitwear
sales and the elimination of unprofitable playwear product lines.
Gross margins were 34.3% of sales in the quarter and 34.2% in the nine months,
compared with 35.2% and 34.4% in the 1998 periods. Gross margins improved in
most businesses due to the continuing shift to lower cost sourcing, lower raw
material costs and improved operating efficiencies. However, this improvement
was offset by lower gross margins in the domestic Lee business and in European
jeanswear due principally to lower than anticipated volumes and the resulting
impact in expense absorption in product cost and operating expenses, and the
need to reduce inventory levels closer to demand. In addition, the nine month
results of 1999 include the cost of closing the Jantzen women's sportswear
business.
Marketing, administrative and general expenses were 21.4% of sales during the
quarter and 22.4% in the nine months, compared with 20.9% and 22.1% in the 1998
periods. The increases in marketing, administrative and general expenses for the
1999 periods relate to an increased investment in technology related to the
Company's common systems implementation initiative and expense levels at
recently acquired companies being higher than VF historical levels. These
increases were partially offset by lower advertising spending.
Other operating expense includes amortization of intangible asset and net
royalty income. For the nine months in 1999, amortization of intangible assets
increased due to the recent acquisitions, and royalty income declined from the
conversion of certain formerly licensed businesses to owned operations.
Net interest expense increased in 1999 due to higher short-term borrowings. The
increase in short-term borrowings since the end of 1998 relates to higher
seasonal working capital requirements and to the 1999 business acquisitions.
FINANCIAL CONDITION AND LIQUIDITY
The financial condition of the Company is reflected in the following:
October 2 January 2 October 3
1999 1999 1998
---- ---- ----
(Dollars in millions)
Working capital $788.4 $815.1 $801.8
Current ratio 1.6 to 1 1.8 to 1 1.7 to 1
Debt to total capital 31.4% 27.1% 27.2%
Accounts receivable balances are higher than at the end of 1998 due to seasonal
sales patterns.
Inventories at recently acquired companies are higher than historic VF levels.
Excluding these inventories at acquired companies, levels at the end of the
third quarter of 1999 are lower than the comparable period of 1998, but higher
than year-end 1998 due to seasonal sales patterns.
Intangible assets increased during 1999 due to businesses acquired during the
first nine months of the year.
During the first nine months of 1999, the Company repurchased 2,290,000 shares
of its Common Stock in open market transactions for a total cost of $97.5
million. On July 20, 1999, the Board of Directors authorized the Company to
purchase up to an additional 10.0 million shares. At October 2, 1999, there were
9.7 million shares remaining under the existing authorization.
The Company is exposed to a variety of market risks in the ordinary course of
business, including the effects of changes in interest rates and foreign
currency exchange rates. The Company regularly assesses these potential risks
and has policies and procedures to manage these risks. The Company's exposure to
these market risks is not material.
YEAR 2000 READINESS STATEMENT
The Year 2000 issue relates to computer systems that will not properly recognize
date-sensitive information when the year changes to 2000. A Year 2000 issue that
is not properly addressed could result in a system failure or miscalculations.
While the Company's products are not directly affected by the Year 2000 problem,
its computer systems and equipment, as well as the systems and equipment of its
vendors, service providers and customers, may be affected.
Senior management of the Company established a task force to address Year 2000
issues and has regularly reviewed its progress with the Board of Directors. The
task force activities have related to four broad business categories: (1)
infrastructure; (2) applications software; (3) processors embedded in machinery
and equipment used in the Company's manufacturing, distribution and
administrative operations; and (4) significant third party vendors, service
providers and customers. Actions common to evaluation of Year 2000 issues in
each of these business categories include:
* Inventorying all date-sensitive systems and equipment
* Assessing compliance and assigning priorities to items
identified as not being compliant
* Repairing or replacing items identified as not being compliant
* Testing converted systems and equipment
The following describes the current status in each of these areas.
Page 4
INFRASTRUCTURE: This category relates to mainframe, personal computer and
network hardware, as well as operating system software. Hardware and related
operating systems are compliant, and the testing phase is complete as of October
30, 1999.
APPLICATIONS SOFTWARE: This refers to computer software programs, whether
internally developed or purchased from outside parties. All such software
systems are compliant at October 30, 1999. All critical applications have been
tested, and no significant issues were detected in the testing.
PROCESSORS: The Company has completed the inventory and assessment of all
processors embedded in the Company's critical manufacturing, distribution and
administrative equipment. All noncompliant hardware or software has been
remediated, upgraded or replaced. Critical equipment containing embedded
processors has been tested as changes have been implemented.
THIRD PARTIES: The Company has initiated formal communications with all of its
significant vendors, service providers and financial institutions to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. All of the Company's significant vendors,
service providers and financial institutions have responded to the Company. Of
those that have responded, 97% of the Company's significant vendors and service
providers and 99% of the financial institutions have indicated that they are
either compliant or expected to be compliant by October 30, 1999. The remainder
has indicated that they will be compliant by the end of 1999. The communication
and evaluation process is ongoing.
In addition, contingency plans to mitigate the possible disruption of business
operations were developed as the testing phase and third party assessments were
being completed. Based on our contingency planning efforts, we have identified
suppliers that appear to be at risk of noncompliance. Responsive actions include
accelerating purchases of supplies, accelerating production of inventory and
arranging for alternative suppliers to reduce this risk. The Company's
contingency plans also include additional staffing levels to provide
around-the-clock support and to test critical systems immediately after the Year
2000 rollover on January 1. Contingency plans are substantially complete at
October 30, 1999 but will continue to be evaluated and modified as additional
information becomes available.
The Company believes that all internal systems are currently compliant.
However, it is possible that all Year 2000 problems may not have been
identified or corrected or that third parties with which the Company has
significant relationships will not resolve all of their Year 2000 issues. The
Company expects that the most reasonably likely Year 2000 worst case scenario
is that its manufacturing infrastructure would not be able to provide an
uninterrupted flow of product due to suppliers' systems failures or disruptions
in utility or government services. The Company conducts business with numerous
vendors and has numerous manufacturing facilities around the world. However,
the Company believes that significant interruptions of normal operations are
unlikely and, in any event, would likely be short-term in nature. Nevertheless,
if there were serious systems failures by the Company or its third party
relationships, they could have a material adverse effect on the Company's
financial position or results of operations.
The estimated total cost of resolving the Year 2000 issues, including internal
personnel and outside vendors and consultants, is approximately $27 million over
the period 1997 through 1999, of which $26 million has been spent through
October 2, 1999. These costs are being expensed as incurred.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included herein are "forward-looking statements" within the
meaning of the federal securities laws. This includes any statements concerning
plans and objectives of management relating to the Company's operations or
economic performance, and assumptions related thereto. In addition, the Company
and its representatives may from time to time make other oral or written
statements that are also forward-looking statements.
These forward-looking statements are made based on management's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Management cautions that forward-looking
statements are not guarantees and that actual results could differ materially
from those expressed or implied in the forward-looking statements.
Important factors that could cause the actual results of operations or financial
condition of the Company to differ include, but are not necessarily limited to,
the overall level of consumer spending for apparel; changes in trends in the
segments of the market in which the Company competes; the financial strength of
the retail industry; actions of competitors that may impact the Company's
business; the Company's ability, and the ability of its suppliers and customers,
to adequately address the Year 2000 computer issue; and the impact of unforeseen
economic changes in the markets where the Company competes, such as changes in
interest rates, currency exchange rates, inflation rates, recession, and other
external economic and political factors over which the Company has no control.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 10(A) - 1996 Stock Compensation Plan
(Incorporated by reference to Exhibit 4.1 of
Post-Effective Amendment No. 1 to Form S-8
Registration No. 333-84193)
Exhibit 10(B) - Revolving Credit Agreement, dated
July 15, 1999
Exhibit 27 - Financial data schedule as of October 2,
1999
(b) Reports on Form 8-K - There were no reports on Form
8-K filed for the three months ended October 2, 1999.
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.
V.F. CORPORATION
(Registrant)
By: /s/ Robert K. Shearer
Robert K. Shearer
Vice President - Finance
(Chief Financial Officer)
Date: November 15, 1999
By: /s/ Peter E. Keene
Peter E. Keene
Vice President - Controller
(Chief Accounting Officer)