10-Q/A 1 e10-qa.txt BURLINGTON RESOURCES INC. - DATED MARCH 31, 2000 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A No. 1 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9971 BURLINGTON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 91-1413284 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5051 Westheimer, Suite 1400, Houston, Texas 77056 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 624-9500 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding ----- ----------- Common Stock, par value $.01 per share, as of March 31, 2000 215,289,195 2 -------------------------------------------------------------------------------- Burlington Resources Inc. (the "Company") is filing this amendment to its quarterly report on Form 10-Q for the first quarter of 2000 in order to restate the Financial Statements and revise the Management's Discussion and Analysis of Financial Condition and Results of Operations. The Company discovered an accounting error that resulted in a $26 million overstatement of revenues for the fourth quarter of 1998. The net effect, after adjusting for income tax of $9 million, is a $17 million increase in net loss from $321 million to $338 million for the year ended December 31, 1998 and a $17 million reduction in stockholders' equity at December 31, 1998 and 1999 and March 31, 2000. See Note 5 of Notes to Consolidated Financial Statements. -------------------------------------------------------------------------------- 3 PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements BURLINGTON RESOURCES INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

FIRST QUARTER --------------------- 2000 1999 -------- -------- (In Millions, Except per Share Amounts) Revenues .................................... $ 652 $ 436 -------- -------- Costs and Expenses Production Taxes ........................... 33 19 Production and Processing .................. 118 115 Depreciation, Depletion and Amortization ... 180 156 Exploration Costs .......................... 95 54 Administrative ............................. 39 38 -------- -------- Total Costs and Expenses .................... 465 382 -------- -------- Operating Income ............................ 187 54 Interest Expense ............................ 50 53 Other Income - Net .......................... -- 4 -------- -------- Income Before Income Taxes .................. 137 5 Income Tax Expense .......................... 60 5 -------- -------- Net Income .................................. $ 77 $ -- ======== ======== Basic Earnings per Common Share ............. $ .36 $ -- ======== ======== Diluted Earnings per Common Share ........... $ .35 $ -- ======== ========

See accompanying Notes to Consolidated Financial Statements. 3 4 BURLINGTON RESOURCES INC. CONSOLIDATED BALANCE SHEET (UNAUDITED)

March 31, 2000 December 31, (Restated) 1999 ------------ ------------ (In Millions, Except Share Data) ASSETS Current Assets Cash and Cash Equivalents .......................................... $ -- $ 89 Accounts Receivable ................................................ 467 473 Inventories ........................................................ 56 53 Other Current Assets ............................................... 30 26 ------------ ------------ 553 641 ------------ ------------ Oil & Gas Properties (Successful Efforts Method) ..................... 12,948 12,834 Other Properties ..................................................... 943 935 ------------ ------------ 13,891 13,769 Accumulated Depreciation, Depletion and Amortization ............... 7,602 7,412 ------------ ------------ Properties - Net ................................................. 6,289 6,357 ------------ ------------ Deferred Income Taxes ................................................ 23 32 ------------ ------------ Other Assets ......................................................... 121 135 ------------ ------------ Total Assets ................................................... $ 6,986 $ 7,165 ============ ============ LIABILITIES Current Liabilities Accounts Payable ................................................... $ 381 $ 449 Taxes Payable ...................................................... 62 93 Accrued Interest ................................................... 44 36 Other Current Liabilities .......................................... 46 19 Current Maturities of Long-term Debt ............................... -- 51 ------------ ------------ 533 648 ------------ ------------ Long-term Debt ....................................................... 2,651 2,769 ------------ ------------ Deferred Income Taxes ................................................ 142 96 ------------ ------------ Other Liabilities and Deferred Credits ............................... 409 423 ------------ ------------ Put Options on Common Stock .......................................... 3 -- ------------ ------------ Commitments and Contingent Liabilities STOCKHOLDERS' EQUITY Preferred Stock, Par Value $.01 Per Share (Authorized 75,000,000 Shares; One Share Issued) .................. -- -- Common Stock, Par Value $.01 Per Share (Authorized 325,000,000 Shares; Issued 241,188,770 Shares) ........ 2 2 Paid-in Capital ...................................................... 3,961 3,966 Retained Earnings .................................................... 375 328 Deferred Compensation - Restricted Stock ............................. (9) (3) Accumulated Other Comprehensive Loss ................................. (53) (54) Cost of Treasury Stock (25,899,575 and 25,219,025 Shares for 2000 and 1999, respectively).. (1,028) (1,010) ------------ ------------ Stockholders' Equity ................................................. 3,248 3,229 ------------ ------------ Total Liabilities and Stockholders' Equity ..................... $ 6,986 $ 7,165 ============ ============

See accompanying Notes to Consolidated Financial Statements. 4 5 BURLINGTON RESOURCES INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

FIRST QUARTER --------------------- 2000 1999 ------ ------ (In Millions) Cash Flows From Operating Activities Net Income ............................................... $ 77 $ - Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities Depreciation, Depletion and Amortization ................ 180 156 Deferred Income Taxes ................................... 55 (5) Exploration Costs ....................................... 95 54 Working Capital Changes Accounts Receivable ..................................... 6 74 Inventories ............................................. (3) 1 Other Current Assets .................................... (4) (6) Accounts Payable ........................................ (68) (41) Taxes Payable ........................................... (31) (5) Accrued Interest ........................................ 8 22 Other Current Liabilities ............................... 27 1 Other ..................................................... (27) (15) ------ ------ Net Cash Provided By Operating Activities ............. 315 236 ------ ------ Cash Flows From Investing Activities Additions to Properties ................................... (226) (243) Other ..................................................... 16 (12) ------ ------ Net Cash Used In Investing Activities ................. (210) (255) ------ ------ Cash Flows From Financing Activities Proceeds from Long-term Debt .............................. -- 496 Reduction in Long-term Debt ............................... (169) (191) Dividends Paid ............................................ -- (24) Common Stock Purchases .................................... (35) (9) Other ..................................................... 10 (5) ------ ------ Net Cash Provided By (Used In) Financing Activities ... (194) 267 ------ ------ Effect of Exchange Rate Changes on Cash and Cash Equivalents................................................ -- -- ------ ------ Increase (Decrease) in Cash and Cash Equivalents ............ (89) 248 Cash and Cash Equivalents Beginning of Year ......................................... 89 -- ------ ------ End of Period .............................................. $ -- $ 248 ====== ======

See accompanying Notes to Consolidated Financial Statements. 5 6 BURLINGTON RESOURCES INC. Notes TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The 1999 Annual Report, as amended, of Burlington Resources Inc. (the "Company") includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q ("Quarterly Report"). The financial statements for the periods presented herein are unaudited, condensed and do not contain all information required by generally accepted accounting principles to be included in a full set of financial statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations have been included. All such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. The consolidated financial statements include certain reclassifications that were made to conform to current presentation. Amounts related to 1999 include the business activities of Poco Petroleums Ltd. which was acquired in November 1999 and accounted for as a pooling of interests. Basic earnings per common share ("EPS") is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. The weighted average number of common shares outstanding for computing basic EPS was 216 million for the first quarter of 2000 and 1999, respectively. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The weighted average number of common shares outstanding for computing diluted EPS, including dilutive stock options, was 216 million and 217 million for the first quarter of 2000 and 1999, respectively. No adjustments were made to reported net income in the computation of EPS. EPS discussions within this document are in reference to basic EPS. Comprehensive income consists of net income and foreign currency translation adjustments. Foreign currency translation adjustments were $1 million and $12 million resulting in comprehensive income of $78 million and $12 million for the first quarter of 2000 and 1999, respectively. 2. COMMITMENTS AND CONTINGENT LIABILITIES The Company is involved in several proceedings challenging the payment of royalties for its crude oil and natural gas production. On November 20, 1997, the Company and numerous other defendants entered into a settlement agreement in a lawsuit styled as The McMahon Foundation, et al. v. Amerada Hess Corporation, et al. This lawsuit is a proposed class action consisting of both working interest owners and royalty owners against numerous defendants, all of which are oil companies and/or purchasers of oil from oil companies, including Burlington Resources Oil & Gas Company, formerly known as Meridian Oil Inc. ("BROG") and The Louisiana Land and Exploration Company ("LL&E"). The plaintiffs allege that the defendants conspired to fix, depress, stabilize and maintain at artificially low levels the prices paid for oil by, among other things, setting their posted prices at arbitrary levels below competitive market prices. Cases involving similar allegations have been filed in federal courts in other states. On January 14, 1998, the United States Judicial Panel on Multidistrict Litigation issued an order consolidating these cases and 6 7 transferring the McMahon case to the United States District Court for the Southern District of Texas in Corpus Christi (In Re Lease Oil Antitrust Litigation, MDL No. 1206). The Company and other defendants have entered into a Settlement Agreement which received preliminary approval by the Court on October 28, 1998. Following an evidentiary hearing, the Court issued a final order dated September 10, 1999 finding that class certification was appropriate and that the Settlement Agreement was fair, adequate and reasonable. The Court further ordered the dismissal of all claims against the Company and other designated defendants. Several appeals have been filed and are pending. The Company is also involved in several governmental proceedings relating to the payment of royalties. Various administrative proceedings are pending before the Minerals Management Service ("MMS") of the United States Department of the Interior with respect to the proper valuation of oil and gas produced on federal and Indian lands for purposes of paying royalties on production sold by BROG to its affiliate, Burlington Resources Trading Inc. ("BRTI"), or gathered by its affiliate, Burlington Resources Gathering Inc. In general, these proceedings stem from regular MMS audits of the Company's royalty payments over various periods of time and involve the interpretation of the relevant federal regulations. In late February 1998, the Company and numerous other oil and gas companies received a complaint filed in the United States District Court for the Eastern District of Texas in Lufkin in a lawsuit styled as United States of America ex rel. J. Benjamin Johnson, Jr., et al. v. Shell Oil Company, et al. alleging violations of the civil False Claims Act. The United States has intervened in this lawsuit as to some of the defendants, including the Company, and has filed a separate complaint. This suit alleges that the Company underpaid royalties for crude oil produced on federal and Indian lands through the use of below-market posted prices in the sale of oil from BROG to BRTI. The suit alleges that royalties paid by BROG based on these posted prices were lower than the royalties allegedly required to be paid under federal regulations, and that the forms filed by BROG with the MMS reporting the royalties paid were false, thereby violating the civil False Claims Act. The Company and others have also received document subpoenas and other inquiries from the Department of Justice relating to the payment of royalties to the federal government for natural gas production. These requests and inquiries have been made in the context of one or more other False Claims Act cases brought by individuals which remain under seal and are now being investigated by the Civil Division of the Department of Justice. The Company has responded and continues to respond to these requests and inquiries, but the Company does not know what action, if any, the Department of Justice will take with regard to these other cases. If the government chooses not to intervene and pursue these cases, the individuals who initially brought these cases are free to pursue them in return for a share, if any, of any final settlement or judgment. In addition, the Company has been advised that it is a target of a criminal investigation by the United States Attorney for the District of Wyoming into the alleged underpayment of oil and gas royalties. The United States Attorney for the District of Wyoming has also inquired into certain historical oil and gas accounting and financial reporting practices of the Company. The Company has responded to numerous grand jury document subpoenas in connection with the investigation and is otherwise cooperating with the investigation. Management cannot predict when the investigation will be completed or its ultimate outcome. In April 1999, the court unsealed and the Company was served with the petition in the False Claims Act lawsuits styled United States of America ex rel. Jack J. Grynberg v. Burlington Resources Oil & Gas Company, et al. and United States of America ex rel. Jack J. Grynberg v. The Louisiana Land and Exploration Company, et al., filed in the United States District Court of the District of Wyoming (the "Grynberg lawsuits"). In both cases the United States Department of Justice declined to intervene following its investigation, resulting in these claims being pursued by Grynberg individually. Grynberg 7 8 has filed seventy similar suits against more than three hundred defendants. On October 10, 1999, the Judicial Panel on Multidistrict Litigation consolidated sixty-six of the Grynberg False Claims Act lawsuits, including the referenced suits against the Company, and transferred all cases to the United States District Court for the District of Wyoming. The Grynberg lawsuits generally allege that the Company and other defendants improperly measured and otherwise undervalued natural gas in connection with the payment of royalties on production from federal and Indian lands. Motions to dismiss have been filed by the Company and numerous other defendants and are pending before the Court. On March 28, 2000, the United States District Court for the Eastern District of Texas, Lufkin Division, ordered that the First Amended Complaint in the case of United States ex rel. M. Glenn Osterhoudt, III v. Amerada Hess, et al. and the Second Amended Complaint in the case of United States of America ex rel. Harrold E. (Gene) Wright v Agip Petroleum Company, et al. be unsealed and served upon defendants, including the Company. In these lawsuits, the plaintiffs have alleged violations of the civil False Claims Act. Plaintiffs contend that defendants underpaid royalties on natural gas and natural gas liquids produced on federal and Indian lands through the use of below-market prices, improper deductions, improper measurement techniques and transactions with affiliated companies. The United States has elected to intervene in these cases as to some of the defendants, including the Company, but has not at this time filed or served upon the Company a separate complaint. Based on the Company's present understanding of the various governmental and False Claims Act proceedings described above, the Company believes that it has substantial defenses to these claims and intends to vigorously assert such defenses. However, in the event that the Company is found to have violated the civil False Claims Act or is indicted or convicted on criminal charges, the Company could be subject to a variety of sanctions, including treble damages, substantial monetary fines, civil and/or criminal penalties and a temporary suspension from entering into future federal mineral leases and other federal contracts for a defined period of time. While the ultimate outcome and impact on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material adverse effect on the consolidated financial position of the Company, although results of operations and cash flow could be significantly impacted in the reporting periods in which such matters are resolved. In addition to the foregoing, the Company and its subsidiaries are named defendants in numerous other lawsuits and named parties in numerous governmental and other proceedings arising in the ordinary course of business. While the outcome of these other lawsuits and proceedings cannot be predicted with certainty, management believes these matters, other than the above-described proceedings, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. 3. COMMODITY HEDGING ACTIVITIES In order to mitigate the impact of market price fluctuations, the Company utilizes options and other financial instruments to sell forward and hedge future crude oil and natural gas production. Changes in the market value of these contracts and premiums paid for option contracts are deferred until the gain or loss is recognized on the hedged commodity. If the contract is not a hedge, changes in market value are recorded currently. To qualify as a hedge, these transactions must be designated as a hedge and changes in their fair value must correlate with changes in the price of anticipated future production such that the Company's exposure to the effects of commodity price changes is reduced. These hedging instruments are measured for effectiveness on an enterprise basis both at the inception of the contract and 8 9 on an ongoing basis. If these instruments are terminated prior to maturity, resulting gains or losses continue to be deferred until the hedged item is recognized in income. As of March 31, 2000, the Company had an unrecognized opportunity loss related to the market value of its oil and gas hedges of approximately $155 million for production in years 2000 through 2005. The unrecognized loss represents the difference between hedged prices and market prices on hedged volumes of the commodity at March 31, 2000. Gains or losses resulting from these transactions are included in revenue as the related physical production is delivered. 4. SEGMENT AND GEOGRAPHIC INFORMATION The Company's reportable segments are North America and International. Both segments are engaged principally in the exploration, development, production and marketing of oil and gas. The North America segment is responsible for the Company's operations in the U.S.A. and Canada and the International segment is responsible for all operations outside that geographical region. The accounting policies for the segments are the same as those for the consolidated financial statements. There are no significant intersegment sales or transfers. The following tables present information about reported segment operations.

First Quarter 2000 ------------------------------------------------- North America International Total ------------- ------------- ------------- (In Millions) Revenues ..................... $597 $55 $652 Operating income ............. 207 25 232 Additions to properties ...... $195 $26 $221

First Quarter 1999 ------------------------------------------------- North America International Total ------------- ------------- ------------- (In Millions) Revenues ..................... $407 $ 29 $436 Operating income (loss) ...... 118 (22) 96 Additions to properties ...... $163 $ 68 $231

The following is a reconciliation of segment operating income to consolidated income before income taxes.

First Quarter --------------------- 2000 1999 -------- -------- (In Millions) Total operating income for reportable segments ..... $232 $96 Corporate expenses ................................. 45 42 Interest expense ................................... 50 53 Other income - net ................................. -- 4 ---- ---- Consolidated income before income taxes ........... $137 $ 5 ==== ====

9 10 The following is a reconciliation of segment additions to oil and gas properties to consolidated amounts.

First Quarter --------------------- 2000 1999 -------- -------- (In Millions) Total additions to properties for reportable segments ...... $ 221 $ 231 Administrative expenditures ................................ 5 12 -------- -------- Consolidated additions to properties ....................... $ 226 $ 243 ======== ========

The following is revenue by geographic location.

First Quarter --------------------- 2000 1999 -------- -------- (In Millions) USA ........................................................ $ 471 $ 316 Canada ..................................................... 126 91 Other international ........................................ 55 29 -------- -------- Consolidated revenues ...................................... $ 652 $ 436 ======== ========

5. RESTATEMENT The Company discovered an accounting error that resulted in a $26 million ($17 million net of tax) overstatement of revenues for the fourth quarter of 1998. The net effect, after adjusting for income tax of $9 million, is a $17 million increase in net loss from $321 million to $338 million for the year ended December 31, 1998 and a $17 million reduction in stockholders' equity at December 31, 1998 and 1999 and March 31, 2000. As a result, the Company has restated its 1998 consolidated financial statements. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition and Liquidity The total long-term debt to capital ratio at March 31, 2000 and December 31, 1999 was 45 percent and 47 percent, respectively. During the first quarter, commercial paper and credit facility notes of $169 million were repaid. The Company has unused credit commitments in the form of revolving facilities ("revolvers") as of March 31, 2000. A portion of these revolvers is available to cover debt due within one year, therefore, commercial paper, credit facility notes and fixed-rate debt due within one year are classified as long-term debt. In addition, the Company has the capacity to issue $1 billion of securities under a shelf registration statement filed with the Securities and Exchange Commission. The revolvers are comprised of agreements for $600 million, $400 million and $340 million. The $600 million revolver expires in February 2003 and the $400 million and $340 million credit facilities expire in March 2001 unless renewed by mutual consent. The Company has the option to convert the outstanding balance on the $340 million revolver to a one year term note at expiration of the agreement. 10 11 In July 1998, the Company's Board of Directors approved the repurchase of up to two million shares of its Common Stock. During the first quarter of 2000, the Company repurchased 1,215,000 shares of its Common Stock for $35 million. Since December 1988, the Company has repurchased approximately 33 million shares. In conjunction with the Company's stock repurchase program, the Company sold put options ("options") during 2000. The options entitle the holders, upon exercise on the expiration dates, to sell shares of BR Common Stock to the Company at specified prices. Alternatively, the Company retains the ability to settle the options in cash. As of March 31, 2000, 100,000 options remained outstanding with an average strike price of $28.56 and expiration dates through June 2000. Net cash provided by operating activities for the first three months of 2000 was $315 million compared to $236 million in 1999. The increase was primarily due to higher operating income partially offset by working capital and other changes. Operating income was higher principally as a result of higher commodity prices. The Company and its subsidiaries are named defendants in numerous lawsuits and named parties in numerous governmental and other proceedings arising in the ordinary course of business. While the outcome of lawsuits and other proceedings cannot be predicted with certainty, management believes these matters will not have a material adverse effect on the consolidated financial position of the Company, although results of operations and cash flows could be significantly impacted in the reporting periods in which such matters are resolved. The Company has certain other commitments and uncertainties related to its normal operations. Management believes that there are no other commitments or uncertainties that will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. Capital Expenditures Capital expenditures for the first three months of 2000 totaled $226 million compared to $243 million in 1999. Capital expenditures, excluding proved property acquisitions, are currently projected to be between $800 and $900 million for all of 2000 and are expected to be primarily for the development and exploration of oil and gas properties and plant and pipeline expenditures. Capital expenditures will be funded from internal cash flows, supplemented, if needed, by external financing. Dividends On April 19, 2000, the Board of Directors declared a quarterly common stock cash dividend of $.1375 per share, payable July 5, 2000. Results of Operations - First Quarter 2000 Compared to First Quarter 1999 The Company reported net income of $77 million or $.36 per share for the first quarter of 2000 compared to a net loss of $57 thousand or $0 per share in 1999. Operating income for the first quarter of 2000 was $187 million compared to $54 million in 1999. Revenues were $652 million for the first quarter of 2000 compared to $436 million for the first quarter of 1999. Natural gas sales prices increased 27 percent to $2.32 per MCF which increased revenues $93 million. Natural gas sales volumes increased 5 percent to 2,121 MMCF per day which increased revenues $22 million. Average oil sales prices increased 110 percent to $23.36 per barrel which increased revenues $101 million. Oil sales volumes decreased 4 percent to 90.6 MBbls per day which decreased revenues $2 million. Gas sales volumes 11 12 increased due to East Irish Sea production beginning in the third quarter of 1999. Oil sales volumes decreased primarily due to natural declines in the Mid-Continent and North Sea areas. Costs and expenses were $465 million for the first quarter of 2000 compared to $382 million in 1999. The increase was primarily due to a $41 million increase in exploration costs, a $24 million increase in depreciation, depletion and amortization ("DD&A") and a $14 million increase in production taxes. Exploration costs increased primarily due to higher dry hole expense of $30 million and higher geological and geophysical expenses of $12 million. DD&A increased primarily due to a higher unit rate and higher production volumes resulting in increased expenses of $14 million and $7 million, respectively. Production taxes increased primarily due to higher oil and gas revenues. Interest expense was $50 million for the first quarter of 2000 compared to $53 million in 1999. The decrease was primarily due to lower outstanding commercial paper borrowings in 2000. Other income - net was $333 thousand in the first quarter of 2000 compared to $4 million in 1999. The decrease was primarily due to foreign exchange transactions. Income tax expense for the first quarter of 2000 was $60 million or a rate of 44 percent compared to an expense of $5 million or a rate of 101 percent in 1999. The increase in income tax expense was primarily a result of higher pretax income. Forward-looking Statements This Quarterly Report contains projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect the Company's current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors. A discussion of these factors is included in the Company's 1999 Form 10-K, as amended. 12 13 Pursuant to the requirements of Section 13 or 15(d) 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. BURLINGTON RESOURCES INC. (Registrant) By /s/ John E. Hagale -------------------------------- John E. Hagale Executive Vice President and Chief Financial Officer By /s/ Philip W. Cook -------------------------------- Philip W. Cook Vice President, Controller and Chief Accounting Officer Date: August 11, 2000 13