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INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED
ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 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. (X)YES ( )NO
AS OF MARCH 24, 2000, THE AGGREGATE MARKET VALUE OF THE VOTING
STOCK HELD BY NON-AFFILIATES WAS $1,357,608.
AS OF MARCH 24, 2000, THERE WERE 348,599 SHARES OF COMMON
STOCK, $.20 PAR VALUE, OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
HOMASOTE COMPANY 1999 ANNUAL REPORT TO STOCKHOLDERS (PARTS II
AND IV).
PROXY STATEMENT DATED APRIL 12, 2000 TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WITHIN 120 DAYS OF DECEMBER 31,
1999.(PART III).
INDEX TO FORM 10-K
PART I
ITEM 1. BUSINESS
(A) GENERAL BUSINESS DEVELOPMENT
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
(C) NARRATIVE DESCRIPTION OF BUSINESS
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS, AND EXPORT SALES
ITEM 2. PROPERTIES
ITEM 3 LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
SIGNATURES
PART I
ITEM 1. BUSINESS
(A) GENERAL BUSINESS DEVELOPMENT
HOMASOTE COMPANY IS IN THE BUSINESS OF MANUFACTURING
INSULATED WOOD FIBRE BOARD AND POLYISOCYANURATE FOAM
PRODUCTS.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
THE COMPANY OPERATES IN ONLY ONE INDUSTRY SEGMENT, THE
MANUFACTURE AND SALE OF RIGID POLYISOCYANURATE AND
STRUCTURAL INSULATING BUILDING MATERIALS AND
PACKAGING PRODUCTS FOR INDUSTRIAL CUSTOMERS.
(C) NARRATIVE DESCRIPTION OF BUSINESS
(I) PRINCIPAL PRODUCTS AND SERVICES
THE PRINCIPAL PRODUCT OF THE REGISTRANT IS
"HOMASOTE" INSULATING AND BUILDING BOARD
MANUFACTURED IN VARIOUS THICKNESSES, SIZES AND
FINISHES. THE BASIC RAW MATERIAL IS WOOD FIBRE
OBTAINED FROM RECONVERTING CLEAN, FLAT FOLDED
NEWSPAPERS. IT IS COMBINED WITH VARIOUS CHEMICALS
TO PRODUCE RIGID, SIDEWALL AND ROOFING INSULATION
IN VARIOUS SHEET SIZES AND THICKNESSES. THIS
PRODUCT HAS NO ASBESTOS AND NO UREAFORMALDEHYDE
ADDITIVES.
THE PRINCIPAL MARKETS FOR THE REGISTRANT'S PRODUCTS
ARE BUILDING MATERIAL WHOLESALERS AND CONTRACTORS
AND INDUSTRIAL MANUFACTURERS. PRODUCTS ARE
DISTRIBUTED THROUGH WHOLESALERS OF BUILDING
MATERIALS AND INDUSTRIAL MANUFACTURERS. THE
REGISTRANT IS CONTINUING TO BROADEN ITS COVERAGE IN
THE AUTOMOTIVE, GLASS AND STEEL MARKETS.
(II) PRODUCT IMPROVEMENTS AND NEW APPLICATIONS
APPLICATIONS FOR THE USE OF HOMASOTE BOARDS IN
FLOOR AND WALL SYSTEMS FOR SOUND CONTROL ARE
OPENING AVENUES IN THE CUSTOMER BASE. SEE ITEM 7
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" WHICH IS
INCORPORATED HEREIN BY REFERENCE AS PART OF EXHIBIT
13.
(III)RAW MATERIALS
THE COMPANY'S PRIMARY RAW MATERIAL, WASTEPAPER, IS
GENERALLY READILY AVAILABLE FROM TWO SUPPLIERS
WITH WHICH THE COMPANY HAS PURCHASE CONTRACTS THAT
EXPIRE IN 2009.
(IV) PATENTS
THERE ARE NO PATENTS, LICENSES, FRANCHISES OR
CONCESSIONS IMPORTANT TO THE CONDUCT OF THE BUSINESS
OF THE REGISTRANT OR ITS SUBSIDIARY.
(V) SEASONAL BUSINESS
NO MATERIAL PORTION OF THE BUSINESS OF THE
REGISTRANT IS SEASONAL.
(VI) WORKING CAPITAL REQUIREMENTS
THE REGISTRANT BELIEVES THAT ITS OPERATION DOES NOT
REQUIRE ANY UNUSUAL WORKING CAPITAL NEEDS.
AVAILABLE CREDIT FACILITIES AND CASH GENERATED FROM
OPERATIONS ARE SUFFICIENT TO MEET WORKING CAPITAL
REQUIREMENTS. SEE "LIQUIDITY AND CAPITAL RESOURCES"
UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS",
WHICH IS INCORPORATED HEREIN BY REFERENCE AS PART
OF EXHIBIT 13.
(VII)MATERIAL CUSTOMERS
ONE CUSTOMER ACCOUNTED FOR 11% OF THE COMPANY'S
SALES IN 1999 AND 11% OF ACCOUNTS RECEIVABLE AT
DECEMBER 31, 1999.
(VIII) BACKLOG
BACKLOG IS NOT MEANINGFUL SINCE MOST CUSTOMERS
ORDER FOR IMMEDIATE AND PROMPT DELIVERY. A FEW
CUSTOMERS SCHEDULE DELIVERIES SEVERAL WEEKS IN
ADVANCE.
(IX) GOVERNMENT CONTRACTS
NO MATERIAL PORTION OF THE REGISTRANT'S BUSINESS IS
SUBJECT TO RENEGOTIATION OF PROFITS OR TO
TERMINATION OF CONTRACTS BY THE GOVERNMENT.
(X) COMPETITIVE CONDITIONS
HOMASOTE IS A MEDIUM DENSITY FIBER BOARD. IT IS
USED AS AN UNDERLAYMENT, PROVIDING SOUND CONTROL IN
BUILDINGS DIRECTLY UNDER MANY TYPES OF FINISHED
FLOORING (I.E., CARPET, SOLID WOOD, CERAMIC).
HOMASOTE'S STRUCTURAL ABILITY ALLOWS THE BOARD TO
ALSO BE USED AS AN EXCELLENT TACKABLE SUBSTRATE FOR
BULLETIN BOARDS AND WALL PANELS. THE BOARD'S
CHARACTERISTICS ALLOW IT TO BE UTILIZED IN A
VARIETY OF PACKAGING APPLICATIONS. THE 440 SOUND
BARRIER TAKES THE PLACE OF GYPCRETE (POURED
CONCRETE) IN FLOOR SYSTEMS FOR SOUND AND FIRE
CONTROL. HOMEX EXPANSION JOINT AND FORMING BOARD
COMPETES DIRECTLY WITH ASPHALT IMPREGNATED
EXPANSION MATERIALS.
(XI) RESEARCH AND DEVELOPMENT
THE REGISTRANT DEFINES RESEARCH AS THE
EXPERIMENTATION WITH RESPECT TO NEW PRODUCTS OR
DESIGNS. IT DEFINES QUALITY CONTROL AS THE ONGOING
SUPPORT FOR EXISTING PRODUCTS OR DESIGNS. DURING
THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 NO
AMOUNTS WERE SPENT ON RESEARCH AND DEVELOPMENT.
DURING THE YEARS ENDED DECEMBER 31, 1999, 1998 AND
1997 THE REGISTRANT INCURRED QUALITY CONTROL COSTS
OF $84,097, $93,491, AND $90,304, RESPECTIVELY.
(XII)ENVIRONMENTAL PROTECTION
AS OF DECEMBER 31, 1999, COMPLIANCE WITH FEDERAL,
STATE AND LOCAL PROVISIONS WHICH HAVE BEEN ENACTED
OR ADOPTED TO REGULATE THE PROTECTION OF THE
ENVIRONMENT WILL NOT HAVE A MATERIAL EFFECT UPON THE
CAPITAL EXPENDITURES, EARNINGS OR COMPETITIVE
POSITION OF THE REGISTRANT OR ITS SUBSIDIARY. THE
REGISTRANT DOES NOT EXPECT TO MAKE ANY MATERIAL
CAPITAL EXPENDITURES FOR ENVIRONMENTAL CONTROL
FACILITIES FOR ITS CURRENT FISCAL YEAR.
(XIII)NUMBER OF EMPLOYEES
AS OF DECEMBER 31, 1999, THE REGISTRANT EMPLOYED 219
EMPLOYEES, AS COMPARED TO 204 IN 1998.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES
FOREIGN SALES, PRIMARILY IN CANADA, ACCOUNTED FOR
APPROXIMATELY 5%, IN THE YEAR ENDED DECEMBER 31, 1999 AND
6% IN EACH OF THE TWO YEARS ENDED DECEMBER 31, 1998 AND
1997, RESPECTIVELY, OF THE REGISTRANT'S TOTAL SALES. THE
REGISTRANT IS CONTINUING ITS EFFORTS TO EXPAND SALES
WORLDWIDE.
ITEM 2. PROPERTIES
THE REGISTRANT'S PLANT AND MAIN OFFICES ARE LOCATED OFF
LOWER FERRY ROAD, EWING TOWNSHIP, TRENTON, NEW JERSEY.
THE PROPERTY CONSISTS OF APPROXIMATELY 28 ACRES WITH
PRIVATE RAILROAD SIDINGS ENTERING THE SHIPPING AND
MANUFACTURING AREAS. BUILDINGS ARE OF CINDER BLOCK AND
BRICK CONSTRUCTION, WITH A FLOOR AREA OF APPROXIMATELY
600,000 SQUARE FEET, WHICH ARE PROPERLY ARRANGED FOR THE
MANUFACTURE AND FINISHING OF ALL THE REGISTRANT'S
PRODUCTS. THE ENTIRE AREA IS PROTECTED WITH AN ENCLOSURE
OF CYCLONE FENCING AND GUARD HOUSE. ALL MANUFACTURING
OPERATIONS AND THE OFFICE COMPLEX ARE PROTECTED BY FIRE
SPRINKLERS AND ARE MONITORED BY A SECURITY COMPANY FOR
FIRE PROTECTION. ALL PROPERTY IS HELD IN FEE SIMPLE.
THE MANUFACTURING OPERATION RUNS THREE SHIFTS, FIVE DAYS
A WEEK. OPERATIONAL CAPACITY IS APPROXIMATELY 60% WHILE
THE NEW DRYER SYSTEM CONTINUES TO OPERATE AT A REDUCED
LEVEL (SEE MANAGEMENT'S DISCUSSION AND ANALYSIS).
PRODUCTION SCHEDULING AND ACTIVITY IS DEPENDENT DIRECTLY
UPON THE ECONOMIC CONDITION OF THE HOUSING AND
MANUFACTURING INDUSTRIES.
ITEM 3. LEGAL PROCEEDINGS
AS OF DECEMBER 31, 1999, THERE WAS NO MATERIAL PENDING
LITIGATION AGAINST THE REGISTRANT. HOWEVER, SEE
"MANAGEMENT'S DISCUSSION AND ANALYSIS" RESPECTING CERTAIN
LITIGATION BROUGHT BY THE REGISTRANT AGAINST ITS
INSURANCE CARRIER RESPECTING LOSSES INCURRED AS A RESULT
OF FIRES INVOLVING THE REGISTRANTS NEW DRYER, WHICH
DISCUSSION IS INCORPORATED HEREIN BY REFERENCE AS PART OF
EXHIBIT 13.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NOT APPLICABLE.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
THIS INFORMATION IS INCLUDED IN THE HOMASOTE COMPANY 1999
ANNUAL REPORT TO STOCKHOLDERS. SEE THE TWO YEAR DIVIDEND
AND STOCK PRICE COMPARISON SECTION OF SUCH REPORT
INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 13.
ITEM 6. SELECTED FINANCIAL DATA
SEE CONSOLIDATED FIVE YEAR HIGHLIGHTS SECTION OF THE
HOMASOTE COMPANY 1999 ANNUAL REPORT TO STOCKHOLDERS
INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEE MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION OF THE
HOMASOTE COMPANY 1999 ANNUAL REPORT TO STOCKHOLDERS
INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETING
RISK
IN THE NORMAL COURSE OF BUSINESS, THE COMPANY IS EXPOSED
TO FLUCTUATIONS IN INTEREST RATES AND EQUITY MARKET RISKS
AS THE COMPANY SEEKS DEBT AND EQUITY CAPITAL TO SUSTAIN
ITS OPERATIONS.
THE INFORMATION BELOW SUMMARIZES THE COMPANY'S MARKET
RISK ASSOCIATED WITH ITS DEBT OBLIGATIONS AS OF DECEMBER
31, 1999. FAIR VALUE INCLUDED HEREIN HAS BEEN ESTIMATED
TAKING INTO CONSIDERATION THE NATURE AND TERM OF THE DEBT
INSTRUMENT AND THE PREVAILING ECONOMIC AND MARKET
CONDITIONS AT THE BALANCE SHEET DATE. THE TABLE BELOW
PRESENTS PRINCIPAL CASH FLOWS BY YEAR OF MATURITY BASED
ON THE TERMS OF THE DEBT. THE VARIABLE INTEREST RATE
DISCLOSED REPRESENTS THE RATE AT DECEMBER 31, 1999.
CHANGES IN THE PRIME INTEREST RATE DURING FISCAL 2000
WILL HAVE A POSITIVE OR NEGATIVE EFFECT ON THE COMPANY'S
INTEREST EXPENSE. EACH 1% OF FLUCTUATIONS IN THE PRIME
INTEREST RATE WILL INCREASE OR DECREASE ANNUAL INTEREST
RATE EXPENSE FOR THE COMPANY BY APPROXIMATELY $0 BASED ON
THE DEBT OUTSTANDING AS OF DECEMBER 31, 1999. FURTHER
INFORMATION SPECIFIC TO THE COMPANY'S DEBT IS PRESENTED
IN NOTE 4 TO THE CONSOLIDATED FINANCIAL STATEMENTS.
YEAR OF
ESTIMATED CARRYING MATURITY
DESCRIPTION FAIR VALUE AMOUNT 2000
DEMAND NOTE $ 0 $ 0 ---
INTEREST RATE --- --- 8.25%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SEE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS OF THE HOMASOTE COMPANY
1999 ANNUAL REPORT TO STOCKHOLDERS INCORPORATED HEREIN BY
REFERENCE AS EXHIBIT 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
NONE.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(A) DIRECTORS
A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
INCORPORATED HEREIN BY REFERENCE.
(B) EXECUTIVE OFFICERS
EXPERIENCE
STARTED IN YEARS
IN AT
NAME TITLE (6) POSITION POSITION AGE
- ------------------ --------- -------- -------- ---
IRVING FLICKER CHAIRMAN OF
(1) THE BOARD AND
CHIEF EXECUTIVE
OFFICER 2/16/72 27 85
SHANLEY E. FLICKER VICE CHAIRMAN
(1) OF THE BOARD 1/01/95 4 82
WARREN L. FLICKER PRESIDENT AND
(2) CHIEF OPERATING
OFFICER 1/01/95 4 56
JOSEPH A. BRONSARD EXECUTIVE VICE
(3) PRESIDENT 1/01/95 4 66
JAMES M. REISER VICE PRESIDENT 3/01/99 1 57
(4) AND CHIEF
FINANCIAL
OFFICER
IRENE T. GRAHAM ACTING 11/12/99 78
(5) SECRETARY
(1) IRVING FLICKER AND SHANLEY E. FLICKER ARE BROTHERS.
(2) WARREN L. FLICKER IS THE SON OF IRVING FLICKER.
(3) EMPLOYED BY THE COMPANY SINCE 1968.
(4) EMPLOYED BY THE COMPANY SINCE 1999.
(5) EMPLOYED BY THE COMPANY SINCE 1999, PREVIOUSLY SERVED AS
THE COMPANY'S CORPORATE SECRETARY FROM 1985 TO 1994.
(6) THE OFFICERS MENTIONED ABOVE ARE RE-ELECTED EACH YEAR
BY THE BOARD OF DIRECTORS AT THEIR ANNUAL MEETING.
ITEM 11. EXECUTIVE COMPENSATION
A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
INCORPORATED HEREIN BY REFERENCE.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
INCORPORATED HEREIN BY REFERENCE.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
INCORPORATED HEREIN BY REFERENCE.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(A) (1) FINANCIAL STATEMENTS INCORPORATED HEREIN BY
REFERENCE AS PART OF EXHIBIT 13.
INDEPENDENT AUDITORS' REPORT INCORPORATED HEREIN BY
REFERENCE AS PART OF EXHIBIT 13.
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED
EARNINGS - YEARS ENDED DECEMBER 31, 1999, 1998 AND
1997 INCORPORATED HEREIN BY REFERENCE AS PART OF
EXHIBIT 13.
CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1999 AND
1998 INCORPORATED HEREIN BY REFERENCE AS PART OF
EXHIBIT 13.
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997 INCORPORATED
HEREIN BY REFERENCE AS PART OF EXHIBIT 13.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INCORPORATED HEREIN BY REFERENCE AS PART OF
EXHIBIT 13.
(2) FINANCIAL STATEMENT SCHEDULES
INDEPENDENT AUDITORS' REPORT
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
NO OTHER SCHEDULES ARE REQUIRED.
(3) EXHIBITS
3 ARTICLES OF INCORPORATION AND BYLAWS*
13 HOMASOTE COMPANY 1999 ANNUAL REPORT TO
STOCKHOLDERS
27 FINANCIAL DATA SCHEDULE
(B) REPORT ON FORM 8-K
NO REPORTS ON FORM 8-K WERE FILED IN THE THREE
MONTHS ENDED DECEMBER 31, 1999.
*PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED
THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.
HOMASOTE COMPANY
DATED: MARCH 30, 2000 BY IRVING FLICKER
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE
ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES ON THE
DATE INDICATED.
IRVING FLICKER CHAIRMAN, CEO MARCH 30, 2000
& DIRECTOR
JOSEPH A. BRONSARD EXECUTIVE VICE
PRESIDENT & DIRECTOR MARCH 30, 2000
MICHAEL FLICKER DIRECTOR MARCH 30, 2000
SHANLEY E. FLICKER VICE CHAIRMAN, MARCH 30, 2000
& DIRECTOR
WARREN L. FLICKER PRESIDENT, COO MARCH 30, 2000
& DIRECTOR
PETER N. OUTERBRIDGE DIRECTOR MARCH 30, 2000
JAMES M. REISER VICE PRESIDENT, MARCH 30, 2000
CFO & DIRECTOR
CHARLES A. SABINO DIRECTOR MARCH 30, 2000
NORMAN SHARLIN DIRECTOR MARCH 30, 2000