ITEM 1. BUSINESS
Huffy Corporation, an Ohio corporation, and its subsidiaries (collectively called "Huffy" or the "Company") are engaged in the design, manufacture and sale of Consumer Products and the furnishing of Services for Retail. The Company's executive offices are located in Miamisburg, Ohio and its principal business offices and/or manufacturing facilities are located in San Diego, California, Farmington, Missouri, Southaven, Mississippi, Miamisburg, Ohio, Camp Hill and Harrisburg, Pennsylvania, Sussex, Wisconsin, and Whites Cross, Cork, Ireland.
The general development of business within each business segment (Consumer Products and Services for Retail) is discussed in more detail below. See also Part IV herein for financial information relating to each such business segment.
CONSUMER PRODUCTS
Huffy Bicycle Company, Huffy Sports Company, Royce Union Bicycle Company, and True Temper Hardware Company comprise the Consumer Products segment of the Company. Principal products within this business segment include bicycles, basketball backboards and related products, and lawn and garden tools. Sales of bicycles represented 42.7 percent, 44.4 percent, and 43.2 percent of consolidated revenues of the Company for the years ended December 31, 1998, 1997, and 1996. Sales of basketball backboards, poles, goals and related products represented 12.1 percent, 13.2 percent, and 12.7 percent of consolidated revenues of the Company for the years ended December 31, 1998, 1997, and 1996. Sales of lawn and garden tools represented 17.4 percent, 16.4 percent, and 17.6 percent of consolidated revenues of the Company for the years ended December 31, 1998, 1997, and 1996. Although to date the export business is not significant, the companies in the Consumer Products segment participate in various foreign markets and are actively involved in expanding export volume. On April 21, 1997, Huffy sold the assets of Gerry Baby Products Company and Gerry Wood Products Company to Evenflo Company, Inc.
a. PRODUCTS, MARKETING AND DISTRIBUTION
Huffy Bicycle Company: The Huffy(R) bicycle brand is the largest selling brand of bicycles sold in the United States. Huffy(R) bicycles are both produced by Huffy Bicycle Company, a division of the Company, whose manufacturing facilities are located in Southaven, Mississippi and Farmington, Missouri, and imported from Mexico, Taiwan and China. While imports account for a substantial quantity of Huffy(R) bicycles, Huffy Bicycle Company remains the largest U.S. manufacturer of bicycles. Included in the Huffy(R) bicycle line are adult all purpose bicycles; adult all terrain bicycles; a series of innovative boys' and girls' 20" bicycles; a series of popular children's 12" and 16" sidewalk bicycles; and tricycles. In addition, in 1996, the Company purchased the Rebike business which produces a line of recumbent style bicycles and in December, 1997, the Company acquired the assets of Royce Union Bicycle
Company, Inc. which holds a leading market position in the growing sporting goods distribution channel. Huffy(R) bicycles are extensively advertised and are sold predominantly through national and regional high volume retailers, a distribution network accounting for approximately 75 percent of all bicycles sold in the United States. Approximately 90 percent of Huffy Bicycle Company's bicycles are sold under the Huffy(R) brand name with the balance being sold under private label brands.
Huffy Sports Company: Huffy Sports Company, a division of the Company located in Sussex, Wisconsin, is the leading supplier of basketball backboards, poles, goals, and related products and juvenile indoor portable basketball units for use at home. In 1997, the Company purchased the business and assets of Sure Shot(TM)/Hydra-Rib(TM) which produces basketball units for institutional and in-arena use. Huffy Sports Company products, many of which bear the logo of the National Basketball Association ("NBA") as well as the Huffy Sports(R) trademark, are sold predominately through national and regional high volume retailers in the United States.
True Temper Hardware Company: True Temper Hardware Company, a wholly-owned subsidiary of the Company, is headquartered in Camp Hill, Pennsylvania. True Temper Hardware Company is a leading supplier of non-powered lawn and garden tools and snow tools; products include long-handled shovels, hoes, forks, wheelbarrows, snow shovels, and rakes for use in the home and in agricultural, industrial and commercial businesses. In 1994, True Temper Hardware Company discontinued manufacturing spreaders and pruning tools and sold the assets used to produce such products, including its Anderson, South Carolina manufacturing facility. Manufacturing facilities are located in Camp Hill and Harrisburg, Pennsylvania and Pettisville, Ohio. True Temper Hardware Company also owns four sawmill facilities located in Indiana, New York, Pennsylvania, and Vermont. In addition, True Temper Limited, an Irish Corporation and a wholly-owned subsidiary of the Company, has offices and a manufacturing facility in Whites Cross, Cork, Ireland. True Temper Hardware products are sold both directly, and through wholesale distributors, to national and regional high volume retailers and hardware stores. Over 88 percent of True Temper Hardware's products are sold under the True Temper(R) and Jackson(R) names; the remainder are sold under other names or under private labels. In 1998, True Temper Hardware Company acquired the stock of Lantz Manufacturing Company which manufactures consumer leaf rakes, snow shovels, lawn edging and splash blocks. In 1996, True Temper acquired the Meaford wheelbarrow product line, solidifying True Temper Hardware Company's position as the manufacturer of the largest selling brand of wheelbarrows in North America. During 1994 and 1995, the Company substantially completed a plan to restructure the True Temper lawn and garden tool business to address inefficiencies in the manufacturing process and to improve future profitability of True Temper Hardware Company.
b. SUPPLIERS
Basic materials such as raw steel, steel and aluminum tubing, plastic, wood, fabric, resins, ash timber, and welding materials used in the manufacturing operations are purchased primarily from domestic sources. Alternate sources are available for all critical products and components, but the sudden loss of any major supplier could, on a temporary basis, cause a negative effect on the segment's operations.
c. PATENTS, TRADEMARKS AND LICENSES
The patents, trademarks (including the registered trademarks "Huffy", "Huffy Sports", "Royce Union", "True Temper" and "Jackson"), licenses (including the license to use the NBA logo) and other proprietary rights of the companies in this segment are deemed important to the Company. Generally, the NBA license has five year terms which are renegotiated upon termination. The
loss by the Company of its rights under any individual patent, trademark (other than "Huffy" or "True Temper"), license or other proprietary right used by this segment would not have a material adverse effect on the Company or the segment. The Company's patents, by law, have a limited life, and patent rights expire periodically. The loss of the registered trademark "Huffy" or "True Temper" could have a material adverse effect on the Company and this segment. The Company has no reason to believe that anyone has rights to either the "Huffy" or "True Temper" trademarks for the products for which the Company uses such trademarks.
d. SEASONALITY AND INVENTORY
Due to the relatively short lapse of time between placement of orders for products and shipments, the Company normally does not consider its backlog of orders as significant to this business segment. Because of rapid delivery requirements of their customers, the companies in this segment maintain significant quantities of inventories of finished goods to meet their customers' requirements. Sales of bicycles are seasonal in that sales tend to be higher in the Spring and Fall of each year. Basketball products tend to have varying degrees of seasonality, none of which are significant to the operations of the Company. Sales of lawn and garden products and snow tools tend to be higher in the Spring and Winter of each year, respectively.
e. COMPETITION AND CUSTOMERS
In the high volume retailer bicycle business, Huffy Bicycle Company has numerous competitors in the United States market, one of which is a major competitor. Although importers in the aggregate provide significant competition, currently, two importers are major competitors. Even though competition among domestic manufacturers and importers of bicycles is intense, Huffy Bicycle Company believes it is cost competitive in the high volume retailer bicycle market and maintains its position through continued efforts to improve manufacturing efficiency and product value. Huffy Bicycle Company's ability to provide its customers with low cost, innovative new products has enabled it to maintain its market position despite the marketing efforts of domestic competitors and competitors from Taiwan, China, and other nations. Huffy Sports Company has several competitors, one of which is currently a major competitor. Huffy Sports Company maintains its competitive position by offering its customers high quality, innovative products at competitive prices and by supporting its products with outstanding customer service. True Temper Hardware Company has numerous competitors in the United States and Canada, two of which are currently major competitors. True Temper Hardware Company believes it remains competitive by offering its customers in the residential, agricultural, industrial, and commercial markets competitively priced, high quality, innovative products. The loss by the Consumer Products segment of either of its two largest customers could result in a material adverse effect on the segment.
SERVICES FOR RETAIL
Huffy Service First, Inc. ("HSF") and Washington Inventory Service ("WIS") each provide certain services to retailers. Inventory, assembly, repair and merchandising services provided by WIS and HSF to their customers represented 27.8 percent, 26.0 percent, and 26.5 percent, of consolidated revenues of the Company for the years ended December 31, 1998, 1997, and 1996.
a. PRODUCTS, MARKETING AND DISTRIBUTION
Huffy Service First: HSF, a wholly-owned subsidiary of the Company, headquartered in Miamisburg, Ohio, serves the needs of major retailers in 50 states, Puerto Rico and the Virgin Islands by providing in-store and
in-home assembly and repair, and in-store display services for a variety of products, including, among other things, bicycles, barbeque grills, physical fitness equipment, lawnmowers, and furniture. HSF is the only assembly service business of this kind available to high volume retailers on a nationwide basis. HSF also offers merchandising services (product resets and periodic maintenance of displays) to manufacturers who supply high volume retailers.
Washington Inventory Service: WIS, a wholly-owned subsidiary of the Company, headquartered in San Diego, California, provides physical inventory services on a nationwide basis to meet the financial reporting and inventory control requirements of high volume retailers, drug stores, home centers, sporting goods stores, specialty stores and grocery stores. In 1998, WIS began providing its inventory services to retailers in Brazil. Also in 1998, WIS acquired the assets of Inventory Auditors, Inc. to provide expanded service coverage to national retailers.
b. SEASONALITY
The demand for services provided by this business segment is seasonal in that assembly service demand is generally strongest in Spring and at the Winter holiday season, and inventory service demand is generally strongest in the first three calendar quarters of the year.
c. COMPETITION AND CUSTOMERS
Although WIS has numerous competitors in the United States market, only one is a major competitor. HSF has numerous competitors in the United States market, none of which is a major national competitor in the in-store and in-home assembly service business and six of which are major competitors in the merchandising services business. WIS and HSF believe they remain competitive due to their nationwide network of operations, competitive pricing and full service. The loss by the Services for Retail Segment of either of its two largest customers could result in a material adverse effect on the segment.
Sales to two customers aggregated over ten percent or more of the Company's consolidated revenues from each such customer for the year ended December 31, 1998, and the loss of either one of these customers could have a material adverse effect on the Company and its subsidiaries as a whole.
The number of persons employed full-time by the Company (excluding seasonal employees in the Services for Retail Segment) as of December 31, 1998, was 3,702 (1,623 employed by the Consumer Products Segment and 2,051 employed by the Services for Retail Segment).
ITEM 2.
ITEM 2. PROPERTIES: Location and general character of the principal plants and other materially important physical properties of the Company as of January 1, 1999.
(1) Subject to two consecutive options to renew for additional terms of five years each.
(2) The City of Farmington, Missouri financed the acquisition of the premises through the issuance of Industrial Development Revenue Bonds (Huffy Corporation Project) Series 1994 in the aggregate principal amount of $20,000,000 and leased the premises to the Company. The Company has an option to purchase during the term or at expiration of the lease.
(3) Subject to an option to purchase during the term of or at the expiration of the lease, and if the option is not exercised at the expiration of the lease, the Company automatically receives an extension of the term for up to 12 months or until the property is sold, whichever time period is shorter.
(4) Subject to one option to renew for an additional term of five years.
(5) Subject to one option to renew for an additional term of five years and an option to purchase.
(6) Subject to an option to purchase during the term of or at the expiration of the lease.
There are no encumbrances on the Harrisburg, Pennsylvania, and Whites Cross, Cork, Ireland properties which are owned. All of the Company's facilities are in good condition and are considered suitable for the purposes for which they are used. The Camp Hill, Pennsylvania manufacturing facility normally operates on a two full shift basis, with third shift operations scheduled as needed to meet seasonal production requirements. The Southaven, Mississippi, Farmington, Missouri, and Harrisburg, Pennsylvania manufacturing facilities normally operate on a two full shift basis. The Whites Cross, Cork, Ireland and Sussex, Wisconsin manufacturing facilities normally operate on a one full shift basis, with second shift operations scheduled as needed at the Sussex, Wisconsin facility.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party, nor is its property subject, to any material pending legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The market information and other related security holder matters pertaining to the Common Stock of the Company set forth in Exhibit 13 under (i) the captions entitled Common Stock and Shareholder Information, and (ii) notes 7 and 8 (Preferred Stock, and Common Stock and Common Stock Plans) to the consolidated financial statements, are contained in the Company's Annual Report to Shareholders for the year ended December 31, 1998, and are hereby incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected unaudited financial data for each of the last five calendar years set forth in Exhibit 13 under the caption entitled Five-Year Financial and Operating Review (Unaudited) is contained in the Company's Annual Report to Shareholders for the fiscal year ended December 31, 1998, and is hereby incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Discussion and analysis of financial condition and results of operations set forth in Exhibit 13 under the caption entitled Management's Discussion and Analysis of Financial Conditions and Results of Operations and note 6 (Lines of Credit and Long-Term Obligations) to the consolidated financial statements, are contained in the Company's Annual Report to Shareholders for the year ended December 31, 1998, and are hereby incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial information set forth in Exhibit 13 under the captions entitled Independent Auditor's Report and Consolidated Balance Sheets, Consolidated Statements of Operation, Consolidated Statements of Cash Flows, Consolidated Statements of Shareholders' Equity, and Notes to Consolidated Financial Statements, is contained in the Company's Annual Report to Shareholders for the year ended December 31, 1998, and is hereby incorporated herein by reference. See also the information contained in Item 14 of Part IV of this Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
The name, age and background information for each of the Company's Directors is set forth in the section entitled ELECTION OF DIRECTORS and the table therein contained in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders, and is hereby incorporated herein by reference.
EXECUTIVE OFFICERS OF THE COMPANY
The Executive Officers are elected annually to their respective positions, effective at the April meeting of the Board of Directors. The Executive Officers of the Company at February 1, 1999, were as follows:
Prior to being elected Vice President-Human Resources and Organization Development, Mr. Davis was Vice President-Human Resources and Organization Development of Triangle Wire and Cable, Inc. and Vice President Administration of Ocean View Capital, Inc. Prior to being elected Vice President - Finance, Chief Financial Officer and Treasurer in 1998, Mr. Frederick was Vice President - - Finance and Chief Financial Officer. Prior to being elected Chairman, President and Chief Executive Officer in 1997, Mr. Graber was President and Chief Operating Officer since 1996; prior thereto, Mr. Graber was President of Worldwide Household Products Group and Group Vice President of The Black and Decker Corporation from 1994. Prior to being elected Vice President - General Counsel and Secretary in 1994, Ms. Michaud was Vice President - General Counsel and Assistant Secretary of the Company.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information on executive compensation set forth in the section entitled EXECUTIVE COMPENSATION and the tables therein, is contained in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders, and is hereby incorporated herein by reference. Notwithstanding anything to the contrary set forth herein or in any of the Company's previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Form 10-K, the section entitled REPORT OF COMPENSATION COMMITTEE and the
Performance Graphs which are set forth in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders are not deemed to be incorporated by reference in this Form 10-K.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares of Common Stock of the Company beneficially owned by each Director and by all Directors and Officers as a group as of January 2, 1999, set forth in the section entitled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, and the table therein, is contained in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders, and is hereby incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information on certain transactions with management set forth in the section entitled CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS is contained in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders, and is hereby incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS
(1) The following Consolidated Financial Statements of the Company included in the Company's Annual Report to Shareholders are incorporated by reference as part of this Report at Item 8 hereof:
Consolidated Balance Sheets as of December 31, 1998, and 1997.
Consolidated Statements of Operations for the years ended December 31, 1998, 1997, and 1996.
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997, and 1996.
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1998, 1997, and 1996.
Notes to Consolidated Financial Statements.
The Annual Report to Shareholders for the year ended December 31, 1998, is not deemed to be filed as part of this Report, with the exception of the items incorporated by reference in Items 1, 5, 6, 7 and 8 of this Report and those financial statements and notes thereto listed above.
(2) The Accountants' Report on Consolidated Financial Statements and the following Financial Statement Schedule of the Company is included as part of this Report at Item 8 hereof:
Schedule II. Valuation and Qualifying Accounts - years ended December 31, 1998, 1997, and 1996.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(3) The exhibits shown in "Index to Exhibits" are filed as a part of this Report.
(b) REPORTS ON FORM 8-K
During the fiscal quarter ended December 31, 1998, the Company filed no report on Form 8-K.
SIGNATURES
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.
HUFFY CORPORATION
By /s/ Don R. Graber --------------------------------- Don R. Graber Date: February 11, 1999 Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) and Director
Pursuant to the requirements of the Securities 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.
/s/ Thomas A. Frederick - --------------------------------- Date: February 11, 1999 Thomas A. Frederick Vice President - Finance, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Timothy G. Howard - --------------------------------- Date: February 11, 1999 Timothy G. Howard Vice President - Controller (Principal Accounting Officer)
/s/ William A. Huffman - --------------------------------- Date: February 11, 1999 William A. Huffman, Director
/s/ Linda B. Keene - --------------------------------- Date: February 11, 1999 Linda B. Keene, Director
/s/ Jack D. Michaels - --------------------------------- Date: February 11, 1999 Jack D. Michaels, Director
/s/ Donald K. Miller - --------------------------------- Date: February 11, 1999 Donald K. Miller, Director
/s/ James F. Robeson - --------------------------------- Date: February 11, 1999 James F. Robeson, Director
- --------------------------------- Patrick W. Rooney, Director
/s/ Thomas C. Sullivan - --------------------------------- Date: February 11, 1999 Thomas C. Sullivan, Director
/s/ Joseph P. Viviano - --------------------------------- Date: February 11, 1999 Joseph P. Viviano, Director
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors, Huffy Corporation:
Under date of February 4, 1999, we reported on the consolidated balance sheets of Huffy Corporation and subsidiaries as of December 31, 1998, and 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998, as contained in the 1998 Annual Report to Shareholders. These consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the year 1998. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule as listed in Part IV, Item 14(a)(2) of Form 10-K. The financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
Cincinnati, Ohio /s/ KPMG LLP February 4, 1999 --------------------------- KPMG LLP
INDEPENDENT AUDITORS' CONSENT
The Board of Directors, Huffy Corporation:
We consent to the incorporation by reference in the Registration Statements, and the Prospectuses constituting part thereof, of (i) the Form S-8 Registration Statement (No. 333-62903) pertaining to the Master Deferred Compensation Plan; (ii) the Form S-8 Registration Statement (No. 333-52095) pertaining to the 1998 Director Stock Option Plan, the 1998 Key Employee Stock Plan, and the 1998 Restricted Share Plan; (iii) the Form S-8 Registration Statement (No. 333-52077) pertaining to the 1998 Key Employee Non-Qualified Stock Plan (iv) the Form S-8 Registration Statement (No. 33-25487) pertaining to the 1988 Stock Option Plan and Restricted Share Plan; (v) the Form S-8 Registration Statement (No. 33-25143) pertaining to the 1987 Director Stock Option Plan; (vi) the Form S-8 Registration Statement (Nos. 33-28811 and 33-42724) pertaining to the 1989 Employee Stock Purchase Plan; (vii) the Form S-8 Registration Statement (No. 33-44571) pertaining to five company savings plans and (viii) the Form S-8 Registration Statement (No. 33-60900) pertaining to the W.I.S. Savings Plan of our report dated February 4, 1999, relating to the consolidated balance sheets of Huffy Corporation and subsidiaries as of December 31, 1998 and 1997 and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998, which report appears in the 1998 Annual Report to Shareholders, which is incorporated by reference in the Company's 1998 Annual Report on Form 10-K and our report dated February 4, 1999, relating to the financial statement schedule for each of the years in the three-year period ended December 31, 1998, which report appears in the Company's 1998 Annual Report on Form 10-K.
Cincinnati, Ohio /s/ KPMG LLP February 4, 1999 --------------------------- KPMG LLP
HUFFY CORPORATION CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (DOLLAR AMOUNTS IN THOUSANDS)
Note: Represents accounts written off, less recoveries for allowance for doubtful accounts. Represents inventory written off, less scrap value for inventory obsolescence.
[1] Represents net restructure charge for personnel reductions and the negotiation of a concessionary labor contract.
INDEX TO EXHIBITS
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1998.
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1998.
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1998.
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1998.
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1998.
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1998.