ITEM 1. BUSINESS
Introduction
Headquartered in Richmond, Virginia, Cadmus Communications Corporation ("Cadmus" or the "Company") provides integrated graphic communications services to professional publishers, not-for-profit societies and corporations. Cadmus is the largest provider of production services to scientific, technical and medical ("STM") journal publishers in the world, the fourth largest publications printer in North America, and a leading national provider of specialty packaging. The Company also offers commercial printing, fulfillment and distribution services, software duplication, and catalog design and photography.
Cadmus was formed in 1984 through the merger of The William Byrd Press, Incorporated ("Byrd"), a leading regional publications printer in Virginia, and Washburn Graphics, Inc. ("Washburn"), a graphic arts firm based in North Carolina. Since the merger, Cadmus has grown through enhancement of existing products, internal development of new products, and acquisitions. The Company's principal executive offices are located at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226, and its telephone number is (804) 287-5680. The Company's Internet address is http://www.cadmus.com. Unless the context otherwise requires, references herein to Cadmus or the Company shall refer to Cadmus Communications Corporation and its consolidated subsidiaries.
Cadmus has augmented its core printing competency through a series of strategic mergers and acquisitions. Significant acquisitions to date include:
. in fiscal 1986, American Graphics Inc., a company located in Atlanta, Georgia, providing graphic design services, promotional printing and production of point of purchase advertising materials; . in fiscal 1993, the assets of the Waverly Press Division of Waverly, Inc., a division located in Baltimore and Easton, Maryland, engaged in the printing of scientific, technical and medical ("STM") journals; . in fiscal 1996, Lancaster Press, Inc. and its subsidiaries, a Pennsylvania- based producer of STM journals; and . in fiscal 1999, the Mack Printing Group, based in Maryland and Pennsylvania, one of the nation's largest producers of STM journals, directories and soft- cover books.
In fiscal 1999, the Company sold its financial communications product line based in Charlotte, North Carolina to R.R. Donnelley & Sons, Inc. Also in fiscal 1999, the Company sold its Custom Publishing business located in Boston, Massachusetts to a relationship marketing company owned by the former president of Custom Publishing.
During the first quarter of fiscal 2000, the Company adopted a restructuring plan intended to effect planned synergies in connection with its April 1999 acquisition of the Mack Printing Group ("Mack") and to focus the Company's resources on the professional communications and specialty packaging markets. As of June 30, 2000, these actions had taken place:
. the Atlanta-based Cadmus Point of Purchase ("POP") business unit was closed in October 1999; . the work flows of two composition facilities in Lancaster, Pennsylvania were substantially integrated; . the Richmond-based marketing agency was closed in July 1999, and the Charlotte-based agency was sold in September 1999; . corporate functions and overhead were consolidated, including eliminating overhead costs associated with the Marketing Communications Group and eliminating certain overhead within the Professional Communications Group.
Organizational Structure and Product Lines
The Company's organizational structure during fiscal 2000 consisted of two primary business groups: the Professional Communications Group and the Marketing Communications Group.
Professional Communications Group
The Professional Communications Group is comprised of three primary product lines: STM journals, special interest and trade magazines, and books and directories. The Professional Communications Group provides a full range of composition, editorial, prepress, printing, warehousing and distribution services. In addition, this group provides a full complement of digital products and services, including website design and architecture, content management, Internet and compact disc based electronic archiving, electronic peer review and online publishing. The Professional Communications Group generated approximately 74% of the Company's net sales in fiscal 2000.
Marketing Communications Group
The Marketing Communications Group focuses on the creation, production and distribution of graphic communications. Product lines include specialty packaging, commercial printing, fulfillment and distribution services, software duplication, and catalog design and photography. Marketing Communications generated approximately 26% of the Company's net sales in fiscal 2000. . Seasonal Fluctuations
Seasonal fluctuations occur in the overall demand for printing. Printing of both periodicals for the educational and scholarly market and promotional materials tends to decline in the summer months. Consumer publications tend to peak before Christmas and before Easter. Specialty packaging tends to increase prior to the Christmas shopping season and decline during the summer months. All of these factors combine to give Cadmus a seasonal pattern with the months October through June typically stronger than the months July through September.
Raw Materials
The principal raw material used in Cadmus' business is paper. Paper stock inventories are maintained in the Professional Communications Group, where a supply of roll paper stock is required to operate the web presses. The Company's other operations generally purchase paper on a direct order basis for specific jobs with minimal inventory requirements. Cadmus purchases its paper requirements under agreements that guarantee tonnage and provide short-range price protection for three- to six-month intervals. The price of paper charged to customers is subject to adjustment so that, except in rare instances, Cadmus does not have exposure to changes in the cost of paper.
The Company uses a variety of other raw materials including ink, film, offset plates, chemicals and solvents, glue, wire, and subcontracted components. In general, the Company has not experienced any significant difficulty in obtaining raw materials.
Competition
Cadmus competes with a large number of companies, some of which have greater resources and capacity. In recent years, there has been an excess of capacity in the printing industry that has increased competition. Rapid technological change has also brought new competitors to the market-place. The markets served by Cadmus face competition based on a combination of factors including quality, service levels, and price. To lessen exposure to larger competitors with greater resources, Cadmus focuses generally on specialized markets where the Company can achieve market leader status, and where the Company can gain competitive advantages through knowledge of the market and ability to offer high quality, end-to-end solutions to customers.
Employees
Cadmus employs approximately 3,500 persons, approximately 23% of which are currently covered by collective bargaining agreements. Cadmus believes its relationship with its employees is good. In addition, the Company believes that no single collective bargaining agreement is material to the operations taken as a whole.
Regulation
Cadmus operations are subject to federal, state and local environmental laws and regulations relating to, among other things: air emissions; waste generation, handling, management and disposal; wastewater treatment and discharge; and remediation of soil and groundwater contamination. Cadmus believes that it is in substantial compliance with environmental laws and regulations.
Certain Financial Information
Information with respect to Cadmus' sales, operating profits, and financial condition for each of its past five years appears in the "Selected Financial Data" referred to in Item 6 of this Form 10-K.
ITEM 2.
ITEM 2. PROPERTIES
The Company considers all of its properties and the related machinery and equipment contained therein, to be well maintained, in good operating condition, and adequate for its present needs. The Company will expand as necessary for the continued development of its operations. The following table contains information regarding the Company's primary facilities as of June 30, 2000.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal actions that are ordinary and incidental to its business. Additionally, in connection with divestiture actions, the Company guaranteed certain real estate lease obligations through 2003. Accruals for claims or lawsuits have been provided for to the extent that losses are deemed probable and can be reasonably estimated. While the outcome of legal actions cannot be predicted with certainty, management believes the outcome of any of these proceedings, or all of them combined, will not have a materially adverse effect on its consolidated financial position or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Cadmus are elected by the Board of Directors ("Board") of the Company to serve one-year terms. The following table contains information about the executive officers of Cadmus:
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Information in this annual report on Form 10-K relating to Cadmus' future prospects and performance are "forward-looking statements" and, as such, are subject to risks and uncertainties that could cause actual results to differ materially. Potential risks and uncertainties include but are not limited to: (1) the effective execution of the restructuring plan and the successful integration of recent acquisitions, (2) continuing competitive pricing in the markets in which the Company competes, (3) the gain or loss of significant customers or the decrease in demand from existing customers, (4) the ability of the Company to continue to obtain improved efficiencies and lower overall production costs, (5) changes in the Company's product sales mix, (6) the performance of new management and leadership teams in the Company and its divisions, (7) the impact of industry consolidation among key customers, (8) the ability of the Company to operate profitably and effectively with higher levels of indebtedness, and (9) the ability to retain key employees and managers. The information included in this release is representative only on the date hereof, and the Company undertakes no obligation to update any forward-looking statements made.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Cadmus common stock is traded in the over-the-counter market and is quoted through the NASDAQ National Market System under the symbol "CDMS." Information with respect to market prices is presented on page 34 of the 2000 Annual Report and is incorporated herein by reference.
As of August 31, 2000, the approximate number of beneficial holders of Cadmus common stock was 2000, which includes stockholders recorded on security position listings.
On August 25, 2000 Cadmus declared a regular quarterly cash dividend of $.05 per share, payable on September 22, 2000, to shareholders of record as of September 8, 2000. Additional information with respect to dividends declared is presented on page 34 of the 2000 Annual Report and is incorporated herein by reference.
The amount of any future dividends will depend on general business conditions encountered by Cadmus, as well as the financial condition, earnings and capital requirements of Cadmus, and such other factors as the Board of Directors may deem relevant. For additional information regarding restrictions on payment of dividends, see the Notes to Consolidated Financial Statements (Note 7) referenced in Item 8 of this report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information presented under the caption "Selected Financial Data" on page 34 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information presented under the caption "Management's Discussion and Analysis" on pages 35 through 39 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk, see the Notes to Consolidated Financial Statements (Note 7) referenced in Item 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and subsidiaries contained on pages 41 through 57 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
The supplementary data regarding quarterly results presented under the caption "Selected Quarterly Data" on page 40 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Except as otherwise indicated, information called for by the following items under Part III is contained in the Proxy Statement for the Annual Meeting of Cadmus Stockholders ("Proxy Statement") to be mailed to the Stockholders on or about October 9, 2000.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors of the Registrant is contained on pages 6 through 10 and page 25 of the Proxy Statement and is incorporated herein by reference.
Executive Officers
For more information regarding the executive officers of Cadmus, see "Executive Officers of the Registrant" at the end of Part I of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information on Executive Compensation is contained on pages 13 through 22 of the Proxy Statement and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information on Security Ownership of Certain Beneficial Owners and Management is contained on pages 2 through 4 of the Proxy Statement and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information on Certain Relationships and Related Transactions is contained on pages 12 and 13 of the Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The financial statements incorporated by reference into item 8 of this report and the financial statement schedules filed as part of this report are listed in the Index to Financial Statements and Schedules on page 14 hereof.
(b) Reports on Form 8-K
On May 3, 2000, the Company filed a Form 8-K that included the press release regarding fiscal 2000 third quarter financial results, as well as a copy of the prepared remarks made on a conference call to analysts on the same date.
On May 15, 2000, the Company filed a Form 8-K, that included the press release announcing the retirement of C. Stephenson Gillispie, Jr. as chairman, president and chief executive officer and as a director effective June 30, 2000, the appointment of Bruce V. Thomas to replace Mr. Gillispie as president and chief executive officer, and Russell M. Robinson, II, to serve as the nonexecutive chairman of the board.
On August 4, 2000, the Company filed a Form 8-K that included the press release regarding fiscal 2000 fourth quarter and year end financial results, as well as a copy of the prepared remarks made on a conference call to analysts on the same date.
(c) Exhibits
The Exhibits listed in the accompanying "Index of Exhibits" on pages 17 through 20 hereof are filed as a part of this report.
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, as of the 28th day of September, 2000.
CADMUS COMMUNICATIONS CORPORATION
/s/ Bruce V. Thomas -------------------- Bruce V. Thomas President and Chief Executive Officer
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 indicated, as of the 28th day of September 2000.
Signature Title --------- -----
/s/ Bruce V. Thomas President, Chief Executive Officer and Director -------------------- (Principal Executive Officer) Bruce V. Thomas
/s/ David E. Bosher Senior Vice President and Chief Financial Officer -------------------- (Principal Financial and Accounting Officer) David E. Bosher
*/s/ Frank Daniels, III Director ----------------------- Frank Daniels, III
*/s/ G. Waddy Garrett Director --------------------- G. Waddy Garrett
Nathu R. Puri Director ------------------ Nathu R. Puri
*/s/ John C. Purnell, Jr. Director ------------------------ John C. Purnell, Jr.
*/s/ Jerry I. Reitman Director --------------------- Jerry I. Reitman
*/s/ Russell M. Robinson, II Chairman of the Board ---------------------------- Russell M. Robinson, II
John W. Rosenblum Director ---------------------- John W. Rosenblum
*/s/ Wallace Stettinius Director ----------------------- Wallace Stettinius
*/s/ Bruce A. Walker Director --------------------- Bruce A. Walker
*/s/ David G. Wilson Director -------------------- David G. Wilson
*By /s/ Bruce V. Thomas ---------------------- Bruce V. Thomas Attorney-in-fact
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
The Consolidated Balance Sheets of Cadmus Communications Corporation and Subsidiaries as of June 30, 2000 and 1999, and the related Consolidated Statements of Income, Cash Flows, and Shareholders' Equity for each of the three years in the period ended June 30, 2000, including the notes thereto, are included on pages 41 through 57 of the Registrant's 2000 Annual Report to Shareholders and are incorporated herein by reference. With the exception of the information incorporated by reference in numbered items 5, 6, 7 and 8, no other data appearing in the 2000 Annual Report is deemed to be "filed" as part of this 10K. The following additional financial data should be read in conjunction with these consolidated financial statements.
Page ----
Report of Independent Accountants on Schedule II......... 15
Financial Statement Schedules: *
II - Valuation and Qualifying Accounts.................. 16
* All other schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements, including the notes thereto.
Report of Independent Public Accountants on Schedule II
To the Shareholders and Board of Directors of Cadmus Communications Corporation
We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Cadmus Communication Corporation's annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated August 2, 2000. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the accompanying index is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Richmond, Virginia August 2, 2000
SCHEDULE II
CADMUS COMMUNICATIONS CORPORATION VALUATION AND QUALIFYING ACCOUNTS (in thousands)
(A) Uncollectible accounts charged off, net of recoveries. (B) Includes allowance for doubtful accounts purchase accounting adjustments for the fiscal 1998 acquisition of Germersheim, Inc. (C) Includes allowance for doubtful accounts purchase accounting adjustments for the fiscal 1999 acquisition of Mack Printing Company. (D) Includes adjustments for the fiscal 2000 sale of Cadmus Direct Marketing and the shutdown of Cadmus Point of Purchase operations.
(A) Restructuring related charges to the reserve.
INDEX OF EXHIBITS
2.1 Stock Purchase Agreement, dated as of April 1, 1999, by and among Cadmus Communications Corporation, Melham U.S. Inc., Purico (IOM) Limited and Paul F. Mack. (1)
2.2 Note Purchase Agreement, dated as of April 1, 1999, by and among Mack Printing Company, Mack Printing Group, Inc., Science Craftsman Incorporated, Port City Press, Inc., Melham, Inc. and G. S. Mezzanine Partners, L.P., G. S. Mezzanine Partners Offshore, L.P., Stone Street Fund 1997, L.P. and Bridge Street Fund 1997, L.P. (2)
2.3 Asset Purchase Agreement, dated as of February 20, 1999, by and among Washburn Graphics, Inc., Washburn of New York, Inc., Cadmus Communications Corporation and R. R. Donnelley & Sons Company. (3)
The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon request, copies of any schedules and exhibits to the foregoing exhibits that are not filed herewith in accordance with Item 601(b)(2) of Regulation S-K.
3.1 Restated Articles of Incorporation of Cadmus Communications Corporation, as amended. (4)
3.2 Bylaws of Cadmus Communications Corporation, as amended. (5)
4.1 $200,000,000 Credit Agreement dated as of April 1, 1999 among Cadmus Communications Corporation, the Banks listed therein, NationsBank, N.A., as Documentation Agent, First Union National Bank, as Syndication Agent and Wachovia Bank, N.A., as Agent. (6)
4.2 Senior Subordinated Increasing Rate Notes, Series A Indenture dated April 1, 1999, among Cadmus Communications Corporation, Cadmus Journal Services, Inc., Washburn Graphics, Inc., American Graphics, Inc., Expert Graphics, Inc., Cadmus Direct Marketing, Inc., Three Score, Inc., Mack Printing Company, Port City Press, Inc., Mack Printing Group, Inc., Science Craftsman Incorporated, each of the Cadmus Communications Corporation's Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor and Wilmington Trust Company. (7)
4.3 Senior Subordinated Increasing Rate Notes, Series B Indenture dated April 1, 1999, among Cadmus Communications Corporation, Cadmus Journal Services, Inc., Washburn Graphics, Inc., American Graphics, Inc., Expert Graphics, Inc., Cadmus Direct Marketing, Inc., Three Score, Inc., Mack Printing Company, Port City Press, Inc., Mack Printing Group, Inc., Science Craftsman Incorporated, each of the Cadmus Communications Corporation's Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor and Wilmington Trust Company. (8)
4.4 Senior Subordinated Increasing Rate Notes, Series C Indenture dated April 1, 1999, among Cadmus Communications Corporation, Cadmus Journal Services, Inc., Washburn Graphics, Inc., American Graphics, Inc., Expert Graphics, Inc., Cadmus Direct Marketing, Inc., Three Score, Inc., Mack Printing Company, Port City Press, Inc., Mack Printing Group, Inc., Science Craftsman Incorporated, each of the Cadmus Communications Corporation's Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor and Wilmington Trust Company. (9)
4.5 Senior Subordinated Notes due 2009, Series A and Series B Indenture dated June 1, 1999, among Cadmus Communications Corporation, Cadmus Journal Services, Inc., Washburn Graphics, Inc., American Graphics, Inc., Expert Graphics, Inc., Cadmus Direct Marketing, Inc., Three Score, Inc., Mack Printing Company, Port City Press, Inc., Mack Printing Group, Inc., Science Craftsman Incorporated, each of the Cadmus Communications Corporation's Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor and First Union National Bank. (10)
The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon request, copies of those agreements defining the rights of holders of long-term debt of the Company that are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.
10.1 Cadmus Executive Incentive Plan dated November 11, 1997. (11)
10.2 Cadmus Supplemental Executive Retirement Plan, as restated effective July 1, 1992. (12)
10.3 Cadmus 1984 Stock Option Plan. (13)
10.4 Cadmus 1992 Non-Employee Director Stock Compensation Plan. (14)
10.5 Cadmus 1997 Non-Employee Director Stock Compensation Plan. (15)
10.6 Cadmus 1990 Long Term Stock Incentive Plan, as amended effective June 7, 2000, filed herewith.
10.7 Cadmus Deferred Compensation Plan, as amended through February 16, 1996. (16)
10.8 Cadmus Non-Qualified Thrift Plan, as amended through March 26, 1997. (17)
10.10 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and David E. Bosher, filed herewith.
10.11 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Bruce V. Thomas, filed herewith.
10.15 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and David G. Wilson, Jr., filed herewith.
10.17 Purchase and Sale Agreement dated as of October 26, 1999 between the Sellers (named herein), Cadmus Receviables Corp., and Cadmus Communications Corporation. (18)
10.18 Receivables Purchase Agreement dated as of October 26, 1999 among Cadmus Receivables Corp. (as seller), Cadmus Communications Corporation (as Master Servicer), Blue Ridge Asset Funding Corporation (as Purchaser), and Wachovia Bank N.A. (as the Agent). (19)
10.19 Retirement Agreement dated as of May 10, 2000 between Cadmus Communications Corporation and C. Stephenson Gillispie, filed herewith.
10.20 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Wayne B. Luck, filed herewith.
10.21 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Wayne T. Tennent, filed herewith.
10.22 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Bruce G. Willis, filed herewith.
10.23 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Robert A. Sadler, filed herewith.
10.24 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and David J. Hajek, filed herewith.
10.25 Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Gerald P. Lux, Jr., filed herewith.
10.26 Amendment to Cadmus Supplemental Executive Retirement Plan, as restated, effective March 1, 1999, filed herewith.
10.27 Cadmus 1997 Non-Employee Director Stock Compensation Plan amendment, effective February 17, 2000, filed herewith.
13. Portions of the Annual Report to Shareholders for the fiscal year ended June 30, 2000 which are incorporated by reference in this report on Form 10K.
21. Subsidiaries of the Registrant, filed herewith.
23. Consent of Arthur Andersen LLP, filed herewith.
24. Powers of Attorney, filed herewith.
27. Financial Data Schedule, filed herewith.
________________________________ 1. Incorporated by reference to the Company's Current Report on Form 8-K dated April 1, 1999 (Commission File No. 0-12954).
2. Incorporated by reference to the Company's Current Report on Form 8-K dated April 1, 1999 (Commission File No. 0-12954.)
3. Incorporated by reference to the Company's Current Report on Form 8-K dated April 1, 1999 (Commission File No. 0-12954.)
4. Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1993 (Commission File No. 0-12954).
5. Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1997 (Commission File No. 0- 12954).
6. Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999 (Commission File No. 0-12954).
7. Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999 (Commission File No. 0-12954).
8. Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999 (Commission File No. 0-12954).
9. Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999 (Commission File No. 0-12954).
10. Incorporated by reference to the Company's Registration Statement on Form S-4 (Commission File No. 333-83121).
11. Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (Commission File No. 0-12954).
12. Incorporated by reference to the Company's Form SE dated September 25, 1992.
13. Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1985 (Commission File No. 0-12954).
14. Incorporated by reference to the Company's Form SE dated September 25, 1992.
15. Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (Commission File No. 0-12954).
16. Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (Commission File No. 0-12954).
17. Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (Commission File No. 0-12954).
18. Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 31, 1999 (Commission File No. 0- 12954).
19. Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 31, 1999 (Commission File No. 0-12954).
Copies of exhibits listed above may be obtained by writing to David E. Bosher, Senior Vice President and Chief Financial Officer, at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226.