ITEM 1. Business
General
The Great Atlantic & Pacific Tea Company, Inc. ("A&P" or the "Company") is engaged in the retail food business. The Company operates approximately 1,173 stores averaging 32,300 square feet per store. On the basis of reported sales for fiscal 1993, the Company believes that it had the seventh largest sales volume of any retail food chain in the United States and the largest market share in metropolitan New York and Detroit and in the Province of Ontario, the Company's largest single markets in the United States and Canada.
Operating under the trade names A&P, Super Fresh, Family Mart, Farmer Jack, Kohl's, Waldbaum's, Food Emporium, Food Mart, Food Bazaar, Miracle Food Mart, Sav-A-Center, Ultra Mart, Futurestore, Dominion and Compass Foods, the Company sells groceries, meats, fresh produce and other items commonly offered in supermarkets. In addition, many stores have bakery, delicatessen, fresh fish and cheese departments. National, regional and local brands are sold as well as private label merchandise and generic (non- branded) products. In support of its retail operations, the Company also operates two coffee roasting plants, two bakeries, one delicatessen food kitchen, an ice cream plant and (through a joint venture) a dairy. The products processed in these facilities are sold under the Company's own brand names which include A&P, Eight O'Clock, Bokar, Royale, Jane Parker, Wesley's Quaker Maid, Master Choice, and America's Choice. All products produced by A&P's food processing operations are sold in Company stores. A&P also sells its coffee and ice cream products to unaffiliated retail outlets outside of its marketing areas.
Building upon a broad base of A&P supermarkets, the Company has expanded and diversified within the retail food business through the acquisition of other supermarket chains and the development of several alternative store types. The Company now operates its stores with merchandise, pricing and identities tailored to appeal to different segments of the market, including buyers seeking gourmet and ethnic foods, unusual produce, a wide variety of premium quality private label goods and health and beauty aids along with the array of traditional grocery products.
Modernization of Facilities
A&P is engaged in a continuing program of modernizing its corporate operations and retail stores. During fiscal 1993, the Company expended approximately $267 million for capital projects. The Company's plans for fiscal 1994 anticipate capital expenditures of approximately $340 million which include the opening of 35 new stores and the remodeling or expansion of 120 stores. As usual, the Company is currently developing plans for additional stores to be opened in the following fiscal year.
Sources of Supply
The Company obtains the merchandise sold in its stores from a variety of suppliers located primarily in the United States and Canada. The Company has long-standing and satisfactory relations with its suppliers.
The Company maintains processing facilities which produce coffee, deli products and certain baked goods. The ingredients for coffee products are purchased principally from Brazilian and Central American sources. Other ingredients are obtained from domestic suppliers.
Employees
As of the close of fiscal 1993, the Company had approximately 94,000 employees, of which 68% were employed on a part-time basis. Approximately 89% of the Company's employees are covered by union contracts.
During fiscal year 1993, a labor strike caused a 14-week closure of 63 Miracle Food Mart and Ultra Mart stores in Ontario, Canada. Under Ontario law, the Company could not hire replacement workers and, therefore, the stores were closed for business. The strike was resolved and stores re- opened on February 25, 1994. The new Miracle Food Mart labor agreement ended a competitive cost disadvantage that the Miracle Food Mart stores have labored under since their acquisition.
Competition
The supermarket business is highly competitive throughout the marketing areas served by the Company and is generally characterized by low profit margins on sales with earnings primarily dependent upon rapid inventory turnover, careful cost controls and the ability to achieve high sales volume. The Company competes for sales and store locations with a number of national and regional chains as well as with many independent and cooperative stores and markets.
Foreign Operations
The information required is contained in the 1993 Annual Report to Shareholders on pages 24 and 25 and is herein incorporated by reference.
ITEM 2.
ITEM 2. Properties
At February 26, 1994, the Company operated 1,173 retail stores. Approximately 7% of the Company's stores are owned, while the remainder are leased. The stores are geographically located as follows:
New England States: Connecticut............. 64 Maine................... 2 Massachusetts........... 31 New Hampshire........... 1 Rhode Island............ 4 Vermont................. 3 --- Total................. 105
Middle Atlantic States: District of Columbia.... 1 Delaware................ 9 Maryland................ 52 New Jersey.............. 120 New York................ 203 Pennsylvania............ 51 --- Total................. 436
Mid-Western States: Michigan................ 105 Wisconsin............... 58 --- Total................. 163
Southern States: Alabama................. 10 Florida................. 3 Georgia................. 63 Kentucky................ 3 Louisiana............... 36 Mississippi............. 7 North Carolina.......... 34 South Carolina.......... 13 Virginia................ 54 West Virginia........... 8 --- Total................. 231
Total United States... 935
Ontario, Canada........... 238 ----- Total Stores.......... 1,173 =====
The total area of all retail stores is approximately 38 million square feet averaging 32,300 square feet per store. The stores built by the Company over the past several years and those planned for fiscal 1994, generally range in size from 30,000 to 65,000 square feet, of which approximately 68% is utilized as selling area.
The Company operates two coffee roasting plants, two bakeries, one delicatessen food kitchen, an ice cream plant and (through a joint venture) a dairy in the United States and Canada. In addition, the Company maintains warehouses which service its store network.
The net book value of real estate pledged as collateral for all mortgage loans amounted to approximately $82 million as of February 26, 1994.
ITEM 3.
ITEM 3. Legal Proceedings
The information required is contained in the 1993 Annual Report to Shareholders on page 24 and is herein incorporated by reference.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of fiscal 1993.
PART II
ITEM 5.
ITEM 5. Market for the Registrant's Common Stock and Related Security Holder Matters
The information required is contained in the 1993 Annual Report to Shareholders on pages 29, 31 and 33 and is herein incorporated by reference.
ITEM 6.
ITEM 6. Selected Financial Data
The information required is contained on page 31 of the 1993 Annual Report to Shareholders and is herein incorporated by reference.
ITEM 7.
ITEM 7. Management's Discussion and Analysis
The information required is contained in the 1993 Annual Report to Shareholders on pages 17, 18 and 19 and is herein incorporated by reference.
ITEM 8.
ITEM 8. Financial Statements and Supplementary Data
(a) Financial Statements: The financial statements required to be filed hereunder are described in Part IV, Item 14 of this report. Except for the pages included herein by reference, the Company's 1993 Annual Report to Shareholders is not deemed to be filed as part of this report.
(b) Selected Quarterly Financial Data: The information required is contained on page 29 of the 1993 Annual Report to Shareholders and is herein incorporated by reference.
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
ITEMS 10 and 11. Directors and Executive Officers of the Registrant and Executive Compensation
Executive Officers of the Company
Name Age Current Position
James Wood.......... 64 Chairman of the Board and Chief Executive Officer Fred Corrado........ 54 Vice Chairman of the Board, Chief Financial Officer and Treasurer Christian W.E. Haub 29 President and Chief Operating Officer Michael J. Larkin... 52 Executive Vice President - Operations Peter J. O'Gorman... 55 Executive Vice President - Development and Strategic Planning Gerald L. Good...... 51 Senior Vice President - Chairman, The Great Atlantic and Pacific Tea Company, Limited, Canada George Graham....... 44 Senior Vice President, Chief Merchandising Officer J. Wayne Harris..... 55 Senior Vice President - Northeast Operations Ivan K. Szathmary... 57 Senior Vice President and Chief Services Officer Robert G. Ulrich.... 59 Senior Vice President and General Counsel Ernest H. Berthold.. 63 Vice President and Assistant to the Chief Executive Officer
Corporate officers of the Company are elected annually and serve at the pleasure of the Board of Directors; each of the executive officers is a corporate officer.
Mr. Wood was elected Chairman of the Board and Chief Executive Officer on April 29, 1980. From December 1988 to December 1993 and at other prior times he also served as President. He is Chairman of the Executive Committee and is an ex officio member of the Finance and Retirement Benefits Committees of the Board.
Mr. Corrado was elected to the Board of Directors of the Company on December 4, 1990 and as Vice Chairman of the Board on October 6, 1992. Prior to becoming Vice Chairman, he was Executive Vice President. He has served as Chief Financial Officer since joining the Company in January 1987. He also served as Treasurer of the Company in 1987 and was re-elected Treasurer on April 18, 1989.
Mr. Haub was elected President of the Company on December 7, 1993. He has served as a director since December 3, 1991 and is a member of the Finance Committee. During the past 5 years and prior to assuming his present position he served as Corporate Vice President and Assistant to the Executive Vice President, Development and Strategic Planning, and prior to joining the Company in 1991, Mr. Haub was a partner in the investment banking firm, Global Reach, to which he had come from the investment banking firm of Dillon Read & Co., Inc. in New York City. Prior thereto, in 1989 he received his MBA from the University of Economics in Vienna, Austria and between 1985 and 1989 he was a member of the Supervisory Board of LOWA Warenhandel Gesellschaft mbH, an affiliate of Tengelmann.
Mr. Larkin was elected Executive Vice President - Operations in March 1990. Prior thereto, he was Senior Vice President - East Coast Operations, and subsequently, he has also served as Executive Vice President and Chief Operating Officer.
Mr. O'Gorman was elected Executive Vice President - Development and Strategic Planning in 1991. During the past five years and prior to assuming his present position, he was successively Senior Vice President - Development and Marketing and Executive Vice President - Development.
Mr. Good was elected Senior Vice President in March 1992. During the past five years and prior to assuming his present position as Chairman, The Great Atlantic and Pacific Tea Company, Limited, Canada in the Fall of 1992, he served as Senior Vice President - Field Administration and as Vice President - - - Chief Administrative Officer. Prior to returning to the Company in October 1990, he had been President, International Business Interiors, Inc.
Mr. Graham was elected Senior Vice President - Chief Merchandising Officer in March 1990. During the past five years and prior to assuming his present position he was successively Vice President Merchandising, Metro Group and President, Metro Group.
Mr. Harris was elected Senior Vice President - Northeast Operations in October 1993. Prior to assuming his present position, he was Corporate Vice President - Operations. During the past five years and prior to joining the Company in September 1992, he was Group President, Cincinnati/Dayton marketing area of the Kroger Company.
Dr. Szathmary was elected Senior Vice President and Chief Services Officer in July 1986.
Mr. Ulrich was elected Senior Vice President and General Counsel of the Company in April 1981.
Mr. Berthold was elected Vice President and Assistant to the Chief Executive Officer on July 12, 1988.
In addition to the listed officers, Messrs. James W. Rowe, age 69, and James L. Madden, age 65, were executive officers during fiscal year 1993.
Mr. Rowe retired from the Board of Directors effective July 13, 1993, where he last served as Vice Chairman of the Executive Committee of the Board. During the past five years, Mr. Rowe also had served as Vice Chairman of the Board and Assistant to the Chief Executive Officer.
Mr. Madden was elected Senior Vice President - Operations in March 1990. Immediately prior thereto, he was Senior Vice President - Canadian, Midwest and Southern Operations. He retired at the end of fiscal year 1993.
The Company has filed with the Commission since the close of its fiscal year ended February 26, 1994 a definitive proxy statement pursuant to Regulation 14A, involving the election of directors. Accordingly, the information required in Items 10 and 11, except as provided above, appears on pages 1 through 12 and is incorporated by reference from the proxy statement.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information required is contained in the Company's 1994 definitive proxy statement on pages 1 and 5 and is herein incorporated by reference.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions
The information required is contained in the Company's 1994 definitive proxy statement on pages 1 and 6 and is herein incorporated by reference.
PART IV
ITEM 14.
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report
1) Financial Statements: The financial statements required by Item 8 are included in the fiscal 1993 Annual Report to Shareholders. The following required items, appearing on pages 20 through 30 of the 1993 Annual Report to Shareholders, are herein incorporated by reference:
Statements of Consolidated Operations Statements of Consolidated Shareholders' Equity Consolidated Balance Sheets Statements of Consolidated Cash Flows Notes to Consolidated Financial Statements Independent Auditors' Report
2) Financial Statement Schedules: Page I) Marketable Securities - Other Investments 9 V) Property, Plant and Equipment 10-11 VI) Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment 12-13 IX) Short-Term Borrowings 14 X) Supplementary Income Statement Information 15
Independent Auditors' Report 16
All other schedules are omitted because they are not required or do not apply, or the information is included elsewhere in the financial statements or notes thereto.
3) Exhibits:
Exhibit Incorporation by reference Numbers Description (If applicable)
2) Not Applicable 3) Articles of Incorporation and By-Laws a) Articles of Incorporation Exhibit 3)a) to Form 10-K as amended through for fiscal year ended July 1987 February 27, 1988 b) By-Laws as amended through Exhibit 3)b) to Form 10-K March 1989 for fiscal year ended February 25, 1989
4) Instruments defining the Exhibit A to Form 10-Q rights of security holders, for the quarter ended including indentures August 27, 1977; and Registration Statement No. 33-14624 on Form S-3 filed May 29, 1987
9) Not Applicable
10) Material Contracts a) Compensation Agreements Exhibit 10)b) to Form 10-K for the Five Named for the fiscal years ended Executive Officers February 25, 1989, February 24, 1990 and February 29, 1992 and attached
b) Supplemental Executive Exhibit 10)b) to Form 10-K Retirement Plan, amended for the fiscal year ended and restated February 27, 1993
Exhibit Incorporation by reference Numbers Description (If applicable)
c) 1975 Stock Option Plan, Exhibit 10) to Form 10-K as amended for the fiscal year ended February 23, 1985
d) 1984 Stock Option Plan, Exhibit 10)e) to Form 10-K as amended for the fiscal year ended February 23, 1991
11) Not Applicable
12) Not Applicable
13) 1993 Annual Report to Shareholders
18) Not Applicable
21) Subsidiaries of Registrant
22) Not Applicable
23) Independent Auditors' Consent
24) Not Applicable
27) Not Applicable
28) Not Applicable
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the fiscal year ended February 26, 1994.
SCHEDULE I
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
MARKETABLE SECURITIES - OTHER INVESTMENTS
FOR THE FISCAL YEAR ENDED FEBRUARY 26, 1994
Amount at which each portfolio of equity security issues and each Number of other security shares or Market value of issue carried Name of issuer units-principal Cost of each issue at in the and title of amount of bonds issue balance balance sheet each issue and notes ($000) sheet date ($000)
Isosceles PLC units 1,364,102 units -0- (1) -0- (1) -0- (1)
- - ----------------------------------------------------------------------------
FOR THE FISCAL YEAR ENDED FEBRUARY 27, 1993
Isosceles PLC units 1,364,102 units -0- (1) -0- (1) -0- (1)
Notes: (1) During fiscal 1992, the Company recorded a provision for potential loss on its total investment in Isosceles PLC.
SCHEDULE V THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
PROPERTY, PLANT & EQUIPMENT (Dollars in thousands)
BALANCE AT OTHER BALANCE BEGINNING ADDITIONS RETIREMENTS CHARGES/ AT END OF PERIOD AT COST OR SALES (DEDUCTIONS) OF PERIOD
For The Fiscal Year Ended February 26, 1994:
Land $96,491 $11,779 $(738) $(628)(2) $106,904 Buildings 229,658 24,828 (608) 3,435(1,2,3) 257,313 Equipment and leasehold improvements 2,117,898 222,786 (80,232) (75,172)(1,2,3) 2,185,280 --------- ------- ------- ------- --------- Subtotal 2,444,047 259,393 (81,578) (72,365) 2,549,497 Capitalized leased property: Equipment 7,865 - (4,504) - 3,361 Real property 288,954 2,037 (27,590) (7,245)(2) 256,156 ---------- -------- -------- -------- --------- Total $2,740,866 $261,430$(113,672) $(79,610) $2,809,014 ========== ======== ========= ======== ==========
For The Fiscal Year Ended February 27, 1993:
Land $88,718 $8,808 $(355) $(680) (2) $96,491 Buildings 226,734 8,463 (2,160) (3,379) (1,2) 229,658 Equipment and leasehold improvements 1,999,908 234,867 (56,620) (60,257) (1,2) 2,117,898 --------- ------- ------- ------- ---------
Subtotal 2,315,360 252,138 (59,135) (64,316) 2,444,047
Capitalized leased property: Equipment 15,288 - (7,423) - 7,865 Real property 303,848 - (9,090) (5,804) (2) 288,954 ---------- -------- -------- -------- ---------- Total $2,634,496 $252,138 $(75,648) $(70,120) $2,740,866 ========== ======== ======== ======== ==========
Notes: (1) Includes write-off of fully depreciated assets. (2) Includes effect of foreign currency translation. (3) Includes reclassification of beginning balance from equipment to buildings.
SCHEDULE V (continued)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
PROPERTY, PLANT & EQUIPMENT (Dollars in thousands)
BALANCE AT ADDITIONS OTHER BALANCE BEGINNING AT RETIREMENTS CHARGES/ AT END OF PERIOD COST OR SALES (DEDUCTIONS) OF PERIOD
For The Fiscal Year Ended February 29, 1992:
Land $89,289 $1,330 $(1,565) $(336)(2) $88,718 Buildings 220,087 11,061 (523) (3,891)(1,2) 226,734 Equipment and leasehold improvements 1,928,040 144,727 (27,016) (45,843)(1,2) 1,999,908 --------- ------- ------- ------- --------- Subtotal 2,237,416 157,118 (29,104) (50,070) 2,315,360 Capitalized leased property: Equipment 17,033 - (1,745) - 15,288 Real property 302,574 11,091 (7,119) (2,698)(2) 303,848 ---------- -------- -------- ------- ---------- Total $2,557,023 $168,209 $(37,968) $(52,768) $2,634,496 ========== ======== ======== ======== ==========
Notes: (1) Includes write-off of fully depreciated assets. (2) Includes effect of foreign currency translation.
SCHEDULE VI
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT & EQUIPMENT (Dollars in thousands)
BALANCE ADDITIONS AT CHARGED OTHER BALANCE BEGINNING TO RETIREMENTS CHARGES/ AT END OF PERIOD EXPENSE OR SALES (DEDUCTIONS) OF PERIOD
For The Fiscal Year Ended February 26, 1994:
Buildings $56,757 $8,985 $(428) $(1,363)(1,2) $63,951 Equipment and leasehold improvements 824,485 204,960 (58,560) (50,084)(1,2) 920,801 ---------- ------- ------- ------- --------- Subtotal 881,242 213,945 (58,988) (51,447) 984,752
Capitalized leased property: Equipment 6,295 945 (4,504) - 2,736 Real property 149,185 14,724 (27,021) (2,895)(2) 133,993 ---------- -------- -------- -------- ---------- Total $1,036,722 $229,614 $(90,513) $(54,342) $1,121,481 ========== ======== ======== ======== ==========
For The Fiscal Year Ended February 27, 1993:
Buildings $49,945 $8,367 $(431) $(1,124)(1,2) $56,757 Equipment and leasehold improvements 703,929 197,638 (31,674) (45,408)(1,2) 824,485 ------- ------- ------- ------- --------- Subtotal 753,874 206,005 (32,105) (46,532) 881,242
Capitalized leased property: Equipment 11,869 1,849 (7,423) - 6,295 Real property 143,973 15,669 (8,313) (2,144)(2) 149,185 -------- ------- ------- ------- --------- Total $909,716 $223,523 $(47,841) $(48,676) $1,036,722 ======== ======== ======== ======== ==========
Notes: (1) Includes write-off of fully depreciated assets. (2) Includes effect of foreign currency translation. SCHEDULE VI (continued)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT & EQUIPMENT (Dollars in thousands)
BALANCE ADDITIONS AT CHARGED OTHER BALANCE BEGINNING TO RETIREMENTS CHARGES/ AT END OF PERIOD EXPENSE OR SALES (DEDUCTIONS) OF PERIOD
For The Fiscal Year Ended February 29, 1992:
Buildings $43,476 $8,307 $(470) $(1,368)(1,2) $49,945 Equipment and leasehold improvements 569,417 193,754 (19,659) (39,583)(1,2) 703,929 -------- ------- ------- ------- --------- Subtotal 612,893 202,061 (20,129) (40,951) 753,874
Capitalized leased property: Equipment 10,287 3,327 (1,745) - 11,869 Real property 135,594 16,374 (7,092) (903)(2) 143,973 -------- -------- -------- -------- -------- Total $758,774 $221,762 $(28,966) $(41,854) $909,716 ======== ======== ======== ======== ========
Notes: (1) Includes write-off of fully depreciated assets. (2) Includes effect of foreign currency translation.
SCHEDULE IX
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
SHORT-TERM BORROWINGS (Dollars in thousands)
MAXIMUM AVERAGE WEIGHTED CATEGORY OF WEIGHTED AMOUNT AMOUNT AVERAGE AGGREGATE BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST SHORT-TERM AT END INTEREST DURING DURING RATE DURING BORROWINGS OF PERIOD RATE THE PERIOD THE PERIOD THE PERIOD
For The Fiscal Year Ended Feb. 26, 1994: Bank Borrowings $70,681 3.6% $110,000 $10,000 3.4%
For the Fiscal Year Ended Feb. 27, 1993: Bank Borrowings $ - - $74,000 $18,000 3.5%
For The Fiscal Year Ended Feb. 29, 1992: Bank Borrowings $50,000 4.2% $83,786 $36,965 5.5%
SCHEDULE X
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND SUBSIDIARY COMPANIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION (Dollars in thousands)
CHARGED TO COSTS AND EXPENSES (1)
FISCAL YEARS ENDED FEBRUARY FEBRUARY FEBRUARY 26, 1994 27, 1993 29, 1992
Advertising ......................... $163,105 $156,741 $185,654
Depreciation and amortization........ $235,910 $228,976 $224,641
(1) Items other than those shown are omitted because they do not exceed one percent of total sales and revenues.
INDEPENDENT AUDITORS' REPORT
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.:
We have audited the consolidated financial statements of The Great Atlantic & Pacific Tea Company, Inc. and its subsidiary companies as of February 26, 1994 and February 27, 1993, and for each of the three fiscal years in the period ended February 26, 1994, and have issued our report thereon dated April 28, 1994; such financial statements and report are included in your 1993 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedules of The Great Atlantic & Pacific Tea Company, Inc. and its subsidiary companies, listed in Item 14(a)(2). These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche
April 28, 1994
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.
The Great Atlantic & Pacific Tea Company, Inc. (registrant)
Date May 17, 1994 By: /s/ Fred Corrado (Signature) Fred Corrado Vice Chairman of the Board, Chief Financial Officer and Treasurer
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 in the capacities and as of the date indicated.
/s/ James Wood Chairman of the Board, James Wood Chief Executive Officer and Director
/s/ Fred Corrado Vice Chairman of the Board, Fred Corrado Chief Financial Officer, Treasurer and Director
/s/ Rosemarie Baumeister Director Rosemarie Baumeister
/s/ Christopher F. Edley Director Christopher F. Edley
/s/ Christian W.E. Haub Director Christian W.E. Haub
/s/ Helga Haub Director Helga Haub
/s/Barbara Barnes Hauptfuhrer Director Barbara Barnes Hauptfuhrer
/s/ Paul C. Nagel, Jr. Director Paul C. Nagel, Jr.
/s/ Eckart C. Siess Director Eckart C. Siess
/s/ Fritz Teelen Director Fritz Teelen
/s/ R.L. "Sam" Wetzel Director R.L. "Sam" Wetzel
The above-named persons signed this report on behalf of the registrant on May 17, 1994.
/s/Kenneth A. Uhl Vice President, Controller May 17, 1994 Kenneth A. Uhl Date
EXHIBIT INDEX
3) Incorporated by reference
4) Incorporated by reference
10)a) Incorporated by reference and attached
13) Attached
21) Attached
23) Attached