--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 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 1-8038
------------------------
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 04-2648081
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TWO TOWER CENTER, 20TH FLOOR, EAST BRUNSWICK, NJ 08816
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 247-4822
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
---------------------------- -----------------------------------------
Common Stock, $.10 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
5% Convertible Subordinated Notes Due 2004
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the Common Shares held by nonaffiliates of the
Registrant as of February 23, 2001: 97,757,756 was approximately $1,074,358.
Common Shares outstanding at February 23, 2001: 98,338,411
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement with
respect to the Annual Meeting of Shareholders were incorporated by reference in
the Company's 10K.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
KEY ENERGY SERVICES, INC.
INDEX
PART I.
Item 1. Business.................................................... 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements in this document that relate to matters that are not
historical facts are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. When used in this document and the documents incorporated by reference,
words such as "anticipate," "believe," "expect," "plan," "intend," "estimate,"
"project," "will," "could," "may," "predict" and similar expressions are
intended to identify forward-looking statements. Further events and actual
results may differ materially from the results set forth in or implied in the
forward-looking statements. Factors that might cause such a difference include:
- fluctuations in world-wide prices and demand for oil and natural gas;
- fluctuations in level of oil and natural gas exploration and development
activities;
- fluctuations in the demand for well servicing, contract drilling and
ancillary oilfield services;
- the existence of competitors, technological changes and developments in
the industry;
- the existence of operating risks inherent in the well servicing, contract
drilling and ancillary oilfield services; and
- general economic conditions, the existence of regulatory uncertainties,
and the possibility of political instability in any of the countries in
which Key does business, in addition to other matters discussed under
"Part II--Item 7--Management's Discussion and Analysis of Results of
Operations and Financial Condition."
PART I
ITEM 1. BUSINESS.
THE COMPANY
Key Energy Services, Inc. (the "Company" or "Key"), is the largest onshore,
rig-based well servicing contractor in the world, with approximately 1,400 well
service rigs and 1,200 fluid hauling and other oilfield vehicles as of June 30,
2000. Key provides a complete range of well services to major and independent
oil and natural gas production companies, including: rig-based well maintenance,
workover, completion, and recompletion services (including horizontal
recompletions); oilfield trucking services; and ancillary oilfield services. Key
conducts well servicing operations onshore the continental United States in the
following regions: Gulf Coast (including South Texas, Central Gulf Coast of
Texas and South Louisiana), Permian Basin of West Texas and Eastern New Mexico,
Mid-Continent (including the Anadarko, Hugoton and Arkoma Basins and ArkLaTex
region), Four Corners (including the San Juan, Piceance, Uinta, and Paradox
Basins), Eastern (including the Appalachian, Michigan and Illinois Basins),
Rocky Mountains (including the Denver-Julesberg, Powder River, Wind River, Green
River and Williston Basins), and California (the San Joaquin Basin), and
internationally in Argentina and Ontario, Canada. Key is also a leading onshore
drilling contractor, with 73 land drilling rigs as of June 30, 2000. Key
conducts land drilling operations in a number of major domestic producing
basins, as well as in Argentina and in Ontario, Canada. Key also produces and
develops oil and natural gas reserves in the Permian Basin region and Texas
Panhandle.
Key's principal executive offices are located at Two Tower Center, 20th
Floor, East Brunswick, New Jersey 08816. Key's phone number is (732) 247-4822
and website address is www.keyenergy.com.
BUSINESS STRATEGY
Key has built its leadership position through the consolidation of smaller,
less viable competitors. This consolidation, together with a continuing decline
in the number of available domestic well service rigs due to attrition,
cannibalization and transfers outside of the United States, has given Key the
opportunity to
3
capitalize on improved market conditions which existed during fiscal 2000. Key
has focused on maximizing results by reducing debt, building strong customer
alliances, refurbishing rigs and related equipment, and training personnel to
maintain a qualified and safe employee base.
REDUCING DEBT. Over the past fiscal year, Key has significantly reduced
debt and strengthened its balance sheet. At June 30, 2000, Key's long-term
funded debt net of cash (net funded debt) was approximately $534,816,000 and its
net funded debt to capitalization was approximately 58% as compared to
approximately $656,194,000 and 69%, respectively, at June 30, 1999. Key expects
to be able to continue to reduce debt from available cash flow from operations
and from anticipated interest savings resulting from prior and future debt
reductions and future debt refinancings.
BUILDING STRONG CUSTOMER ALLIANCES. Key seeks to maximize customer
satisfaction by offering a broad range of equipment and services in conjunction
with highly trained and motivated employees. As a result, Key is able to offer
proactive solutions for most of the situations encountered at the wellsite. Key
ensures consistent high standards of quality and customer satisfaction by
continually evaluating its performance. Key maintains strong alliances with
several major oil and natural gas production companies as well as several
independent oil and natural gas production companies and believes that such
alliances improve the stability of demand for its oilfield services.
REFURBISHING RIGS AND RELATED EQUIPMENT. Key intends to continue actively
refurbishing its rigs and related equipment to maximize the utilization of its
rig fleet. The increase in cash flow, both from operations and from anticipated
interest savings from reduced levels of debt, combined with the increased
revolver availability, has provided ample liquidity and resources necessary to
make the capital expenditures to refurbish such equipment.
TRAINING AND DEVELOPING EMPLOYEES. Key has, and will continue to, devote
significant resources to the training and professional development of its
employees with a special emphasis on safety. Key currently has two training
centers in Texas and one training center in California to improve its employees'
understanding of operating and safety procedures. Key recognizes the
historically high turn-over rate in the industry and is committed to offering
compensation, benefits and incentive programs for its employees that are
attractive and competitive in its industry, in order to ensure a steady stream
of qualified, safe personnel to provide quality service to its customers.
MAJOR DEVELOPMENTS DURING FISCAL 2000
INDUSTRY RECOVERY
During the fourth quarter of calendar year 1997, an imbalance began to
develop in the supply and the demand for crude oil. Reduced demand was fueled by
the Asian recession and two consecutive unusually warm winters in North America.
The supply of crude oil increased as a result of increased production quotas by
the Organization of Petroleum Exporting Countries ("OPEC") and renewed
production by Iraq. The resulting excess supply of crude oil caused significant
declines in crude oil prices during calendar year 1998 and the first quarter of
calendar year 1999. Crude oil prices averaged $14 to $15 per barrel during
calendar year 1998 compared to $20 to $21 per barrel during calendar year 1997
and reached a 12-year low of below $11.00 per barrel in December 1998. Natural
gas prices were also lower during the second half of calendar year 1998 as
unusually warm winters in North America during calendar years 1997 and 1998
resulted in weaker demand with prices reaching a low of approximately $1.60 per
Mcf in early calendar year 1999. Reduced prices for crude oil and natural gas
led to a sharp decline in the demand for oilfield services as oil and natural
gas companies significantly reduced capital spending for exploration,
development and production activities well into calendar year 1999. Key's
operations were significantly impacted by the downturn in the industry
throughout fiscal 1999, and, in response to this downturn, Key reduced operating
and administrative costs and delayed capital spending.
4
In March 1999, OPEC and other non-OPEC oil-producing countries,
substantially reduced production to a point which, together with improving
demand for oil, caused crude oil prices to recover significantly through the
spring and summer of 1999. In addition, these oil producing countries agreed to
production quotas to be adjusted based on demand in order to keep crude oil
prices in the range of $22 to $28 per barrel. The successful implementation and
subsequent adherence to these quotas, along with improving demand, have led to
increased crude oil prices during fiscal 2000 with WTI Cushing prices averaging
$25.97 per barrel during such period. In addition, domestic natural gas prices
increased significantly due to increased demand during that period with Nymex
Henry Hub prices averaging $3.04 per Mcf during such period.
This increase in commodity prices led to an increase in the demand for Key's
services and equipment during fiscal 2000 as Key's customers increased their
exploration and development activities in Key's primary market areas. This
increase in demand resulted in sequential increases in cash flow and net income
in each quarter of fiscal 2000 over the immediately preceding quarter while
revenues increased sequentially in three of the four quarters during that
period. Key expects demand for its services to remain at or above current levels
as long as commodity prices remain at or near their current levels.
The level of Key's revenues, cash flows, losses and earnings are
substantially dependent upon, and affected by, the level of domestic and
international oil and gas exploration and development activity (see Part
II--Item 7--Management's Discussion and Analysis of Results of Operations and
Financial Condition).
DEBT REDUCTION
During fiscal 2000, Key significantly reduced its long-term debt and
strengthened its balance sheet. At June 30, 2000, Key's net funded debt was
approximately $534,816,000 and its net funded debt to capitalization was
approximately 59% as compared to approximately $656,194,000 and 69%,
respectively, at June 30, 1999. Proceeds from the Equity Offering (defined
below), the Production Payment (defined below) and exercises of options and
warrants, and cash flow from operations were used to accomplish this reduction
in net funded debt (see Part II--Item 7--Management's Discussion and Analysis of
Results of Operations and Financial Condition--Long-Term Debt).
EQUITY OFFERING
On June 30, 2000, Key closed the public offering of 11,000,000 shares of
common stock at $9.625 per share, or approximately $106 million (the "Equity
Offering"). Net proceeds from the Equity Offering were approximately $101
million, approximately $25.3 million of which was used to immediately repay a
portion of Key's senior credit facility term loans (approximately $23 million
for the Tranche A term loan and approximately $2.3 million for the Tranche B
term loan) and $65 million of which was subsequently used to repay a portion of
the senior credit facility revolver. After these repayments, the Tranche A term
loan had been paid in full, the Tranche B term loan had been reduced to
approximately $174 million, and the revolver had been reduced to approximately
$28 million. The remainder of the net proceeds were used to retire other
long-term debt. As a result of the Equity Offering, total shares outstanding as
of June 30, 2000 were approximately 96.8 million, an increase of approximately
12.8% over the amount outstanding immediately prior to the Equity Offering (see
Note 10 to Consolidated Financial Statements--Stockholders' Equity).
VOLUMETRIC PRODUCTION PAYMENT
In March 2000, Key sold a part of its future oil and natural gas production
from Odessa Exploration Incorporated ("Odessa Exploration"), its wholly owned
subsidiary, for gross proceeds of $20 million pursuant to an agreement under
which the purchaser is entitled to receive a share of the production from
certain oil and natural gas properties in amounts ranging from 3,500 to 10,000
barrels of oil and 58,800 to
5
122,100 Mmbtu of natural gas per month over a six year period ending February
2006. The total volume of the forward sale is approximately 486,000 barrels of
oil and 6.135 million Mmbtus of natural gas. The transaction is referred to
elsewhere in this report as the "Production Payment."
DESCRIPTION OF BUSINESS SEGMENTS
Key operates in three business segments which are well servicing, contract
drilling and oil and natural gas production. Our operations are conducted both
domestically and in Argentina and Canada. The following is a description of each
of these business segments (for financial information regarding these business
segments, see Note 15 to Consolidated Financial Statements--Business Segment
Information).
WELL SERVICING
Key provides a full range of well services, including rig-based services,
oilfield trucking services and ancillary oilfield services, necessary to
maintain and workover oil and natural gas producing wells. Rig-based services
include: maintenance of existing wells, workovers of existing wells, completion
of newly drilled wells, recompletion of existing wells (including horizontal
recompletions) and plugging and abandonment of wells at the end of their useful
lives.
WELL SERVICE RIGS
Key's well service rig fleet performs four major rig services to oil and
natural gas operators.
MAINTENANCE SERVICES. Key estimates that there are approximately 600,000
producing oil wells and approximately 300,000 producing natural gas wells in the
United States. Key provides the well service rigs, equipment and crews for
maintenance services, which are performed on both oil and natural gas wells, but
which are more commonly required on oil wells. While some oil wells in the
United States flow oil to the surface without mechanical assistance, most
require pumping or some other method of artificial lift. Oil wells that require
pumping characteristically require more maintenance than flowing wells due to
the operation of the mechanical pumping equipment installed. Few natural gas
wells have mechanical pumping systems in the wellbore, and, as a result,
maintenance work on natural gas wells is less frequent.
Maintenance services are required throughout the life of most producing
natural gas and oil wells to ensure efficient and continuous operation. These
services consist of routine mechanical repairs necessary to maintain production
from the well, such as repairing inoperable pumping equipment in an oil well or
replacing defective tubing in a natural gas well, and removing debris such as
sand and paraffin from the well. Other services include pulling the rods,
tubing, pumps and other downhole equipment out of the wellbore to identify and
repair a production problem.
Maintenance services are often performed on a series of wells in proximity
to each other and typically require less than 48 hours per well to complete. The
general demand for maintenance services is closely related to the total number
of producing oil and natural gas wells in a geographic market, and maintenance
services are generally the most stable type of well service activity. The
average cost of a maintenance job typically ranges between $800 and $1,500,
excluding the costs of parts, services and other vendors at the wellsite.
WORKOVER SERVICES. In addition to periodic maintenance, producing oil and
natural gas wells occasionally require major repairs or modifications, called
"workovers". Workover services are performed to enhance the current production
of existing wells. Such services include extensions of existing wells to drain
new formations either through deepening wellbores to new zones or through
drilling of horizontal lateral wellbores to improve reservoir drainage patterns.
In less extensive workovers, Key's rigs are used to seal off depleted zones in
existing wellbores and access previously bypassed productive zones. Key's
workover rigs are also used to convert former producing wells to injection wells
through which water or carbon dioxide is then pumped into the formation for
enhanced recovery operations. Other workover services include: major
6
subsurface repairs such as casing repair or replacement, recovery of tubing and
removal of foreign objects in the wellbore, repairing downhole equipment
failures, plugging back the bottom of a well to reduce the amount of water being
produced with the oil and natural gas, cleaning out and recompleting a well if
production has declined, and repairing leaks in the tubing and casing. These
extensive workover operations are normally performed by a well service rig with
a workover package, which may include rotary drilling equipment, mud pumps, mud
tanks and blowout preventers depending upon the particular type of workover
operation. Most of Key's well service rigs are designed for and can be equipped
to perform complex workover operations.
Workover services are more complex and time consuming than routine
maintenance operations and consequently may last from a few days to several
weeks. These services are almost exclusively performed by well service rigs. The
average cost of a workover project typically ranges between $5,000 and $50,000,
excluding the costs of parts, services and other vendors at the wellsite, and is
usually less expensive than drilling a new well.
The demand for workover services is more sensitive to expectations relating
to, and changes in, oil and natural gas prices than the demand for maintenance
services. As oil and natural gas prices increase, the level of workover activity
tends to increase as operators seek to increase production by enhancing the
efficiency of their wells at higher commodity prices with correspondingly higher
rates of return.
COMPLETION SERVICES. Key's completion services prepare a newly drilled
natural gas or oil well for production. The completion process may involve
selectively perforating the well casing to access producing zones, stimulating
and testing these zones and installing downhole equipment. Key typically
provides a well service rig and may also provide other equipment such as a
workover package, to assist in the completion process. Producers use well
service rigs to complete their wells because the rigs have specialized
equipment, properly trained employees and the experience necessary to perform
these services. However, during periods of weak drilling rig demand, drilling
contractors may compete with service rigs for completion work.
The completion process typically requires a few days to several weeks,
depending on the nature and type of the completion, and generally requires
additional auxiliary equipment that can be provided for an additional fee. The
demand for well completion services is directly related to drilling activity
levels, which are highly sensitive to expectations relating to, and changes in,
oil and natural gas prices. As the number of newly drilled wells decreases, the
number of completion jobs correspondingly decreases. The average cost of a
completion typically ranges between $5,000 and $50,000, excluding the costs of
parts, services and other vendors at the wellsite.
PLUGGING AND ABANDONMENT SERVICES. Well service rigs and workover equipment
are also used in the process of permanently closing oil and natural gas wells at
the end of their productive lives. Plugging and abandonment work can be
performed with a well servicing rig along with wireline and cementing equipment.
The services generally include the sale or disposal of equipment salvaged from
the well as part of the compensation received and require compliance with state
regulatory requirements. The demand for oil and natural gas does not
significantly affect the demand for plugging and abandonment services, as well
operators are required by state regulations to plug a well that it is no longer
productive. The need for these services is also driven by lease, and/or operator
policy requirements.
OILFIELD TRUCKING
Key provides liquid/vacuum truck services and fluid transportation and
disposal services for operators whose wells produce saltwater and other fluids,
in addition to oil and natural gas. These trucks are also utilized in connection
with drilling and workover projects, which tend to produce and use large amounts
of various oilfield fluids. Key also owns a number of salt water disposal wells.
In addition, Key provides haul/ equipment trucks that are used to move large
pieces of equipment from one wellsite to the next.
7
ANCILLARY OILFIELD SERVICES
Key provides ancillary oilfield services, which include among others: hot
oiling; wireline; frac tank rentals; well site construction; roustabout
services; fishing and other tool rentals; supplying blowout preventers (BOPs);
and foam units and air drilling services. Demand and pricing for these services
are generally related to demand for Key's well service and drilling rigs.
CONTRACT DRILLING
Key provides contract drilling services to major oil companies and
independent oil producers onshore the continental United States in the Permian
Basin, the Four Corners region, Michigan, the Northeast, and the Rocky Mountains
and internationally in Argentina and Ontario, Canada. Drilling services are
primarily provided under standard dayrate, footage or turnkey contracts.
Drilling rigs vary in size and capability and may include specialized equipment.
The majority of Key's drilling rigs are equipped with mechanical power systems
and have depth ratings ranging from 4,500 feet to 20,000 feet for an average of
approximately 8,700 feet.
OIL AND NATURAL GAS PRODUCTION
Key is engaged in the production of oil and natural gas in the Permian Basin
and Panhandle regions of West Texas through Odessa Exploration. Odessa
Exploration manages interests in oil and natural gas producing properties for
its own account and for drilling partnerships which it sponsors. Odessa
Exploration operates oil and natural gas wells on behalf of over 250 working
interest owners as well as for its own account.
FOREIGN OPERATIONS
Key also operates each of its business segments discussed above in Argentina
and Ontario, Canada. Key's foreign operations currently own 24 well servicing
rigs, 45 oilfield trucks and seven drilling rigs in Argentina and one well
servicing rig, two oilfield trucks and three drilling rigs in Ontario, Canada.
CUSTOMERS
Key's customers include major oil and natural gas production companies,
foreign national oil and natural gas production companies and independent oil
and gas production companies. No single customer in fiscal 2000 accounted for
10% or more of Key's consolidated revenues.
COMPETITION AND OTHER EXTERNAL FACTORS
Despite the significant consolidation in the domestic well servicing
industry, there are several smaller companies that compete in Key's well
servicing markets. Nonetheless, Key believes that its performance, equipment,
safety, pricing, and availability of equipment to meet customer needs and
availability of experienced, skilled personnel is superior to that of its
competitors.
In the well servicing markets, an important competitive factor in
establishing and maintaining long-term customer relationships is having an
experienced, skilled and well-trained work force. In recent years, many of Key's
larger customers have placed increased emphasis on the safety records and
quality of the crews, equipment and services provided by their contractors. Key
has, and will continue to devote substantial resources toward employee safety
and training programs. Many of Key's competitors, particularly small
contractors, have not undertaken similar training programs for their employees.
Management believes that Key's safety record and reputation for quality
equipment and service are among the best in the industry.
Key competes with other regional and national oil and natural gas drilling
contractors, some of which have larger rig fleets with greater average depth
capabilities and a few that have better capital resources
8
than Key. Management believes that the drilling industry is less consolidated
than the well servicing industry, resulting in a drilling market that is more
price competitive. Nonetheless, Key believes that it is competitive in terms of
drilling performance, equipment, safety, pricing, availability of equipment to
meet customer needs and availability of experienced, skilled personnel in those
regions in which it operates.
The need for oilfield services fluctuates, in part, in relation to the
demand for oil and natural gas. As demand for those commodities increases,
service and maintenance requirements increase as oil and natural gas producers
attempt to maximize the producing efficiency of their wells in a higher priced
environment.
EMPLOYEES
As of June 30, 2000, Key employed approximately 7,436 persons (approximately
7,374 in oilfield and drilling services, nine in oil and natural gas production
and 53 in corporate). Key's employees are not represented by a labor union and
are not covered by collective bargaining agreements. Key has not experienced
work stoppages associated with labor disputes or grievances and consider its
relations with its employees to be satisfactory.
ENVIRONMENTAL REGULATIONS
Key's oilfield service operations, oil and natural gas production and
drilling activities are subject to various local, state and federal laws and
regulations intended to protect the environment. Key's operations routinely
involve the handling of waste materials, some of which are classified as
hazardous substances. Consequently, the regulations applicable to Key's
operations include those with respect to containment, disposal and controlling
the discharge of any hazardous oilfield waste and other non-hazardous waste
material into the environment, requiring removal and cleanup under certain
circumstances, or otherwise relating to the protection of the environment. Laws
and regulations protecting the environment have become more stringent in recent
years, and may in certain circumstances impose "strict liability," rendering a
party liable for environmental damage without regard to negligence or fault on
the part of such party. Such laws and regulations may expose us to liability for
the conduct of, or conditions caused by, others, or for Key's acts, which were
in compliance with all applicable laws at the times such acts were performed.
Cleanup costs and other damages arising as a result of environmental laws, and
costs associated with changes in environmental laws and regulations could be
substantial and could have a material adverse effect on Key's financial
condition. From time to time, claims have been made and litigation has been
brought against Key under such laws. However, the costs incurred in connection
with such claims and other costs of environmental compliance have not had any
material adverse effect on Key's operations or financial statements in the past,
and management is not currently aware of any situation or condition that it
believes is likely to have any such material adverse effect in the future.
Management believes that it conducts Key's operations in substantial compliance
with all material federal, state and local regulations as they relate to the
environment. Although Key has incurred certain costs in complying with
environmental laws and regulations, such amounts have not been material to Key's
financial results during the past three fiscal years.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, this Registration has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
KEY ENERGY SERVICES, INC.
(Registrant)
Dated: February 27, 2001 By: /s/ FRANCIS D. JOHN
---------------------------------------------
Francis D. John
CHAIRMAN OF THE BOARD, PRESIDENT,
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 and on the dates indicated.
Dated: February 27, 2001 By: /s/ FRANCIS D. JOHN
---------------------------------------------
Francis D. John
CHAIRMAN OF THE BOARD, PRESIDENT,
AND CHIEF EXECUTIVE OFFICER
Dated: February 27, 2001 By: /s/ THOMAS K. GRUNDMAN
---------------------------------------------
Thomas K. Grundman
CHIEF FINANCIAL OFFICER
AND CHIEF ACCOUNTING OFFICER
Dated: February 27, 2001 By: /s/ MORTON WOLKOWITZ
---------------------------------------------
Morton Wolkowitz
DIRECTOR
Dated: February 27, 2001 By: /s/ DAVID J. BREAZZANO
---------------------------------------------
David J. Breazzano
DIRECTOR
Dated: February 27, 2001 By: /s/ WILLIAM MANLY
---------------------------------------------
William Manly
DIRECTOR
Dated: February 27, 2001 By: /s/ KEVIN P. COLLINS
---------------------------------------------
Kevin P. Collins
DIRECTOR
Dated: February 27, 2001 By: /s/ W. PHILLIP MARCUM
---------------------------------------------
W. Phillip Marcum
DIRECTOR
Dated: February 27, 2001 By: /s/ WILLIAM D. FERTIG
---------------------------------------------
William D. Fertig
DIRECTOR
10