- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: February 28, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-2733 AZTEC MANUFACTURING CO. (Exact name of registrant as specified in its charter) TEXAS 75-0948250 (State of incorporation) (I.R.S. Employer Identification Number) 400 North Tarrant Crowley, Texas 76036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 297-4361 Securities registered pursuant to section 12(b) of the act: Title of Each Class Name of Exchange on Which Registered ------------------- ------------------------------------ Common Stock, $1.00 par value New York Stock Exchange Securities registered pursuant to section 12(g) of the act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ --- Indicate 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. [X] The aggregate market value of Common Stock held by non-affiliates on May 10, 1999, was approximately $43,027,000. As of May 10, 1999, there were 4,741,270 shares of Aztec Manufacturing Co. Common Stock $1.00 par value outstanding. Documents Incorporated By Reference Part I, Part II and Part IV incorporate certain information by reference from the Registrant's Annual Report to Shareholders for the year ended February 28, 1999. Part III incorporates information by reference from the Proxy Statement for the 1999 Annual Meeting of Shareholders of Registrant. - --------------------------------------------------------------------------------
PART I Item 1. Business Aztec Manufacturing Co. ("Aztec" or the "Company") was incorporated under the laws of the state of Texas on March 26, 1956. Aztec, through its subsidiaries, operates under two segments which are primarily in the United States. These segments are (i) Manufactured Products and (ii) Services, which are discussed further below. Aztec started in 1956 as an oil field-related company servicing oil field supply companies and steel mills. The Company was located in Fort Worth, Texas, but subsequently moved to Crowley, Texas. In 1965, Aztec diversified into the galvanizing industry and opened its first location in Crowley, Texas. Oil field operations were expanded with the opening of its Houston facility in 1967. Galvanizing operations were expanded with the formation of Aztec Industries in Jackson, Mississippi in 1969, the opening of a galvanizing facility in Houston in 1975, the acquisition of Automatic Processing in Moss Point, Mississippi and the formation of Aztec Mfg. Co. - Waskom in Waskom, Texas in 1986. Aztec acquired Parks Machine in 1986, a job shop screw machine facility, located in Crowley, Texas. Aztec closed its Houston Tubing facility in 1989 due to the depressed domestic oil industry. Aztec acquired Rig-A-Lite Partnership, LTD. in Houston, Texas, in March 1990 and The Calvert Company located in Jackson, Mississippi, in September 1990. Aztec closed and liquidated Parks Machine in November 1992, due to the low level of oil field activity. Aztec added to its electrical companies with the acquisition of Atkinson Industries, Inc., in March 1993. Gulf Coast Galvanizing, Inc., located in Citronelle, Alabama, was acquired in January 1994. Aztec completed and opened in November 1994 a new galvanizing facility near Phoenix in Goodyear, Arizona. Arkansas Galvanizing, Inc., located in Prairie Grove, Arkansas, was acquired in February 1996. The Company made three acquisitions in fiscal 1998. Hobson Galvanizing, Inc. located in Belle Chase, Louisiana was acquired in March 1997, and International Galvanizers, Inc. located in Beaumont, Texas was acquired in December 1997. Drilling Rig Electrical Systems, Inc. (DRES-CO), located in Houston, Texas was acquired and added to the Company's Manufactured Products Segment in February 1998. The Company now operates two distinct segments, Manufactured Products and Services. The Manufactured Products Segment is made up of four electrical companies and the tubular products operations. The Services Segment is made up of our ten hot dip galvanizing facilities servicing the steel fabrication industry. A three-year summary of sales, operating profit and identifiable assets by industry segment is included in Note 10 of Notes To Consolidated Financial Statements on page 30 of the Registrant's 1999 Annual Report to Shareholders. Such information is hereby incorporated by reference. Aztec provides manufacturing of products and services in the following areas: Manufactured Products Segment This segment includes Rig-A-Lite Partnership, LTD, DRES-CO, The Calvert Company, Atkinson Industries, Inc. and our tubular products business. Rig-A-Lite manufactures and assembles lighting fixtures for hostile and hazardous environments in the industrial market. DRES-CO designs, furnishes and contracts the installation of electrical systems for oil field drilling rigs, drilling barges, and other drilling equipment used for the production of oil and natural gas. DRES-CO operates in conjunction with Rig-A-Lite, utilizing their lighting products. Also in this segment is The Calvert Company which designs, manufactures and installs electrical bus duct systems for the power generation industry. A bus duct consists of insulated power conductors housed in a metal enclosure. Individual pieces of bus duct are arranged in a variety of physical configurations that may be required to distribute electrical power to or from a generator, transformer, switching device or other electrical apparatus. Bus duct systems that can be provided are non-segregated phase, segregated phase and isolated phase styles with numerous amperage and voltage ratings. Atkinson, located in Pittsburg, Kansas, manufactures factory-fabricated electrical power centers and assemblies for the industrial and power generation industries. Aztec also processes and provides tubular products to the extent of upsetting, threading, testing and heat treating and also manufactures pup joints. The principal market for Aztec's tubular products is the oil industry, with distribution through supply houses, steel mills and other 2
manufacturers in the metal fittings industry. The market for Aztec's Manufactured Products Segment is highly competitive and consists of a few large national companies, as well as numerous small independents. Competition is based primarily on product quality, range of product line, price and service. The Company believes that it can compete favorably with regard to each of these factors. Copper, aluminum and steel are the primary raw materials used in this segment and are readily available. This segment's products are sold through manufacturers' representatives and its internal sales force. This segment is not dependent on any single customer or limited number of customers for sales, and the loss of any single customer would not have a material adverse effect on consolidated revenues. Backlog of orders was approximately $18,214,000 at February 28, 1999, $19,936,000 at February 28, 1998, and $10,945,000 at February 28, 1997. All of the year end 1999 backlog will be delivered in the next 18 months. Orders included in the backlog are represented by contracts and purchase orders that the Company believes to be firm. Total employment in this segment is 320 persons. Services Segment Custom hot-dip galvanizing service is provided for industries handling fabricated metal products. This process provides corrosion protection of fabricated steel for extended periods up to 50 years. Galvanizing is a highly competitive business. Aztec competes with other independent galvanizing companies, captive galvanizing facilities operated by manufacturers, and alternate forms of corrosion protection such as paint. Market conditions and pricing are, therefore, highly competitive. Aztec is limited to some extent in its galvanizing market to areas within a close proximity of its existing locations, due to freight cost. Zinc, the principal raw material used in the galvanizing process, is readily available but has volatile pricing. Aztec has a broad customer base in galvanizing. No one customer represented as much as 10 percent of consolidated revenues. The backlog of galvanizing orders generally is nominal due to the short time requirement involved in the process. Total employment in this segment is 316 persons. General The Company does not have a material portion of business that may be subject to renegotiations of profits or termination of contracts or subcontracts at the election of the government. There were no material amounts spent on research and development activities during the preceding three fiscal years. Environmental The Company complies, in all material respects, with the relevant legislation and regulations affecting its operations and the discharge of waste material. To date, the Company has not expended any material amounts to comply with such regulations and management does not currently anticipate that future compliance will have a material adverse effect on the consolidated financial position or results of operations of the Company. Forward-Looking Statements This Report contains, and from time to time the Company or certain of its representatives may make, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are generally identified by the use of words such as "anticipate," "expect," "estimate," "intend," "should," "may," "believe," and terms with similar meanings. Although the Company believes that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations, and the related statements, like all statements that look to the future are inherently subject to risks, uncertainties, and other factors, many of which are not under the Company's control and may not even be predictable. Those risks, uncertainties, and other factors could cause the actual results to differ materially from these in the forward-looking statements. Those risks, uncertainties, and factors include, but are not limited to, many of the matters described in this Report: change in demand, prices and raw material cost, including zinc which is used in the hot dip galvanizing process; changes in the economic conditions of the various markets the Company serves, foreign and domestic, including the market price for oil and natural gas; acquisition opportunities, adequate financing, and experienced management employees to implement the Company's growth strategy; and customer demand and response to products and services offered by the Company. The Company 3
expressly disclaims any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. Executive Officers of the Registrant <TABLE> <CAPTION> Business Experience for Past Name Age Five Years; Position or Office with Registrant Held Since - --------------- --- ------------------------------------------------------ ---------- <S> <C> <C> <C> L. C. Martin 73 Chairman and Chief Executive Officer 1958 David H. Dingus 51 President and Chief Operating Officer 1998 President and Chief Executive Officer of Reedrill Corp 1989-1998 Dana L. Perry 50 Vice President of Finance, Chief Financial Officer 1992 and Assistant Secretary 1977 Fred L. Wright, Jr. 58 Senior Vice President/Services Segment 1992 </TABLE> Each executive officer was elected by the Board of Directors to hold office until the next Annual Meeting or until his successor is elected. There are no family relationships between Executive Officers of the Registrant. Item 2. Properties The following table sets forth information about the Company's principal facilities owned on February 28, 1999: <TABLE> <CAPTION> Buildings/ Location Land/Acres Sq. Footage Segment/Occupant - -------- ---------- ----------- ---------------- <S> <C> <C> <C> Crowley, Texas 152.0 7,772 Corporate Office 25,600 Services 193,245 Manufactured Products Houston, Texas 8.7 25,800 Services 37.0 36,000 Manufactured Products 5.4 67,440 Manufactured Products 1.8 6,500 Manufactured Products Waskom, Texas 10.6 30,400 Services Moss Point, Mississippi 13.5 16,000 Services Jackson, Mississippi 5.6 22,800 Services 5.1 36,160 Manufactured Products Pittsburg, Kansas 15.3 86,000 Manufactured Products Citronelle, Alabama 10.8 33,960 Services Goodyear, Arizona 11.75 36,750 Services Prairie Grove, Arkansas 11.5 34,000 Services Belle Chasse, Louisiana 9.5 34,000 Services Beaumont, Texas 12.9 33,700 Services </TABLE> 4
Item 3. Legal Proceedings Environmental Proceedings In the course of its galvanizing operations, the Company is subject to occasional governmental proceedings and orders pertaining to noise, air emissions, and water discharges into the environment. The Company has complied with such proceedings and orders without any materially adverse effect on its business. The registrant is not a party to, nor is its property the subject of, any material pending legal proceedings. The registrant is involved in ordinary routine litigation incidental to business. For additional information relating to contingencies, see Note 11 of Notes To Consolidated Financial Statements on page 31 of the Registrant's 1999 Annual Report to Shareholders, which is Exhibit 13 to this Form 10-K. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted during the fourth quarter of the fiscal year ended February 28, 1999, to a vote of security holders through the solicitation of proxies or otherwise. 5
PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The common stock, $1.00 par value, of Registrant ("common stock") is traded on the New York Stock Exchange. The Company was listed on the New York Stock Exchange and started trading on March 20, 1997. Prior to that date, the Company's stock traded on the NASDAQ National Market. Information called for by Item 201 of Regulation S-K is contained under the caption "Stock Prices and Dividends Per Share" on the inside back cover of Registrant's 1999 Annual Report to Shareholders. That inside back cover is hereby incorporated by reference. Effective January 7, 1999, the Board of Directors approved a stock rights plan, which authorized and declared a dividend distribution of one right for each share of common stock outstanding at the close of business on February 4, 1999. The rights are exercisable at an initial exercise price of $60, subject to certain adjustments as defined in the agreement, if a person or group acquires 15% or more of the Company's common stock or announces a tender offer that would result in ownership of 15% or more of the common stock alternatively, the rights may be redeemed at one cent per right at any time before a 15% position has been acquired. The rights expire on January 7, 2009. The approximate number of holders of record of common stock of Registrant at May 10, 1999 was 980. Item 6. Selected Financial Data The information contained under the caption "Selected Financial Information" on page 1 of Registrant's 1999 Annual Report to Shareholders is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 14, 15, 16, 17 and 18 of Registrant's 1999 Annual Report to Shareholders is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk relating to the Company's operations results primarily from changes in interest rates and commodity prices. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes and is not a party to any leveraged derivatives. The Company manages its exposures to changes in interest rates by optimizing the use of variable and fixed rate debt. The Company had approximately $17.7 million of variable rate borrowings at February 28,1999. In February 1999 the Company entered into an interest rate protection agreement with its lender to modify the interest characteristics on approximately $9.9 million of debt from a variable rate to a fixed rate. The Company manages its exposures to commodity prices, primarily zinc used in its Services Segment, by utilizing contracts with its zinc suppliers that include protective caps to guard against rising commodity prices. Management believes these contractual agreements ensure adequate supplies and guard against exposure to commodity price swings. 6
Item 8. Financial Statements and Supplementary Data The consolidated balance sheets of Aztec Manufacturing Co. as of February 28, 1999 and February 28, 1998, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended February 28, 1999, and the report of independent auditors and the information required by Item 302 of Regulation of S-K are on pages 19 through 32 of Registrant's 1999 Annual Report to Shareholders and are incorporated herein by reference. Item 9. Disagreements on Accounting and Financial Disclosure No changes in accountants or disagreements with accountants on accounting and/or financial disclosure have arisen. 7
PART III Item 10. Directors and Executive Officers The information required by this item with regard to executive officers is included in Part I, Item 1 of this report under the heading "Executive Officers of the Registrant." The other information required by this item is incorporated herein by reference to the Registrant's Proxy Statement for the 1999 Annual Meeting of Shareholders. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the Registrant's Proxy Statement for the 1999 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated herein by reference to the Registrant's Proxy Statement for the 1999 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to the Registrant's Proxy Statement for the 1999 Annual Meeting of Shareholders. 8
PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Financial Statements The following financial statements and report of independent auditors incorporated herein by reference to pages 19 through 32 of Registrant's 1999 Annual Report to Shareholders. <TABLE> <CAPTION> Page numbers of 1999 Annual Report to Shareholders --------------------------- <S> <C> Consolidated Balance Sheets as of February 28, 1999 and February 28, 1998 19 Consolidated Statements of Income for the years ended 20 February 28, 1999, February 28, 1998, and February 28, 1997 Consolidated Statements of Shareholders' Equity for the years ended 20 February 28, 1999, February 28, 1998, and February 28, 1997 Consolidated Statements of Cash Flows for the years ended 21 February 28, 1999, February 28, 1998, and February 28, 1997 Notes to Consolidated Financial Statements 22-32 Report of Independent Auditors 32 </TABLE> 2. Financial Statement Schedules All schedules and compliance information have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and the notes thereto. 3. Exhibits The following exhibits are filed as a part of this report: 3(i) - Articles of Incorporation, and all amendments thereto (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1981). 3c - Bylaws adopted by the Board of Directors of Registrant on May 11, 1999.* 10a - 1982 Incentive Stock Option Plan of Registrant (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 29, 1984). 10b - Employees Benefit Plan and Trust of Aztec Manufacturing Co. (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1985). 10c - Amendment No. 1 to the Employees Benefit Plan and Trust of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10c of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1987). 10d - 1986 Incentive Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1986). 9
10e - Change In Control Agreement between Registrant and Mr. L. C. Martin dated March 1, 1986 (incorporated by reference to Exhibit 10e of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1987). 10f - Amendment No. 1 dated May 15, 1992 to the Change in Control Agreement dated April 25, 1986.* 10g - 1988 Nonstatutory Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10g of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 29, 1988). 10h - 1991 Incentive Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10h of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1991). 10i - 1991 Nonstatutory Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10i of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1991). 10j - Buy-Sell and Termination Agreement between Registrant and Mr. L.C. Martin dated January 27, 1994 (incorporated by reference to Exhibit 10j of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1994). 10k - 1998 Incentive Stock Option plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10k of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). 10l - 1998 Nonstatutory Stock Option plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10l of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). 10m - 1997 Nonstatutory Stock Option Grants of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10m of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). 13 - Annual Report to Shareholders for the fiscal year ended February 28, 1999; provided however, only parts of such report as are specifically incorporated by reference into this Form 10-K shall be deemed part of this Form 10-K*. 21 - Subsidiaries of Registrant*. 23 - Consent of Ernst & Young LLP*. 24 - Power of Attorney*. - ------------------- *Filed herewith. (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the fiscal year ended February 28, 1999. 10
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AZTEC MANUFACTURING CO. (Registrant) Date: 5/25/99 By: /s/ L.C. Martin -------------------------- --------------------------------- L. C. Martin, 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 Registrant and in the capacities and on the dates indicated. /s/ L.C. Martin /s/ Dana L. Perry - --------------------------------- ------------------------------------- L. C. Martin, Principal Executive Dana L. Perry, Principal Accounting Officer and Director Officer, Principal Financial Officer, and Director David H. Dingus* /s/ Sam Rosen - --------------------------------- ------------------------------------- David H. Dingus, President, Sam Rosen, Director Chief Operating Officer and Director Robert H. Johnson* R. J. Schumacher* - --------------------------------- ------------------------------------- Robert H. Johnson, Director R. J. Schumacher, Director Martin C. Bowen* Dr. H. Kirk Downey* - --------------------------------- ------------------------------------- Martin C. Bowen, Director Dr. H. Kirk Downey, Director W.C. Walker* Kevern R. Joyce* - --------------------------------- ------------------------------------- W.C. Walker, Director Kevern R. Joyce, Director /s/ L.C. Martin - --------------------------------- L. C. Martin, Attorney-in-Fact 11
EXHIBIT INDEX <TABLE> <CAPTION> Sequentially Exhibit Description Numbered Page ------- ----------- ------------- <S> <C> <C> 3(i) Articles of Incorporation, and all amendments thereto (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year February 28, 1981). ------------- 3c Bylaws adopted by the Board of Directors of registrant on May 11, 1999.* ------------- 10a 1982 Incentive Stock Option Plan of Registrant (incorporated by reference to the Annual Report of Form 10-K filed by Registrant for the fiscal year ended February 29, 1984). ------------- 10b Employees Benefit Plan and Trust of Aztec Manufacturing Co. (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1985). ------------- 10c Amendment No. 1 to the Employees Benefit Plan and Trust of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10c of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1987). ------------- 10d 1986 Incentive Stock Option Plan of Registrant (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1986). ------------- 10e Change in Control Agreement between Registrant and Mr. L.C. Martin dated March 1, 1986 (incorporated by reference to Exhibit 10e of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 29, 1987). ------------- 10f Amendment No. 1 dated May 15, 1992 to the Change in Control Agreement dated April 25, 1986.* ------------- 10h 1991 Incentive Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10h of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1991). ------------- 10i 1991 Nonstatutory Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10i of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1991). ------------- 10j Buy-Sell and Termination Agreement between Registrant and Mr. L.C. Martin dated January 27, 1994 (incorporated by reference to Exhibit 10j of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1994). ------------- </TABLE> 12
<TABLE> <CAPTION> Sequentially Exhibit Description Numbered Page ------- ----------- ------------- <S> <C> <C> 10k 1998 Incentive Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10k of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). ------------- 10l 1998 Nonstatutory Stock Option Plan of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10l of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). ------------- 10m 1997 Nonstatutory Stock Option Grants of Aztec Manufacturing Co. (incorporated by reference to Exhibit 10m of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). ------------- 13 Annual Report to Shareholders for the fiscal year ended February 28, 1999; provided however, only parts of such report as are specifically incorporated by reference into this Form 10-K shall be deemed part of this Form 10-K.* ------------- 21 Subsidiaries of Registrant.* ------------- 23 Consent of Ernst & Young LLP.* ------------- 24 Power of Attorney.* ------------- </TABLE> - ------------------- *Filed herewith 13