SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ x ] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2001, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 0-19133
FIRST CASH FINANCIAL SERVICES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2237318
------------------------------- ---------------------------------
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
690 East Lamar Blvd., Suite 400
Arlington, Texas 76011
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 460-3947
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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 the voting stock held by non-affiliates
of the registrant, based upon the last reported sales price on the Nasdaq
National Market on March 26, 2002 is $50,634,000.00. As of March 26, 2002,
there were 8,763,687 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
First Cash Financial Services, Inc., a Delaware corporation (the
"Company") hereby amends Items 10, 11, 12 and 13 of its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, as filed with the
Securities and Exchange Commission on March 28, 2002, to add the additional
information contained herein.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The following table lists the directors and executive officers of the
Company as of the date hereof and the capacities in which they serve.
Name Age Position
Phillip E. Powell 51 Chairman of the Board and
Chief Executive Officer
Rick L. Wessel 43 President, Chief Financial Officer,
Secretary, Treasurer and Director
J. Alan Barron 41 President - Pawn Operations
Blake A. Miraglia 34 President - Check Cashing Operations
Tara Schuchmann 44 Director
Richard T. Burke 58 Director
Joe R. Love 63 Director
Phillip E. Powell has served as director since March 1990, served as
president from March 1990 until May 1992, and has served as chief executive
officer since May 1992. Mr. Powell has been engaged in the financial
services business for over 26 years.
Rick L. Wessel has been associated with the Company since February
1992, has served as chief financial officer, secretary and treasurer of the
Company since May 1992, has served as president since May 1998, and has
served as a director since November 1992. Prior to February 1992, Mr.
Wessel was employed by Price Waterhouse LLP for approximately nine years.
Mr. Wessel is a certified public accountant licensed in Texas.
J. Alan Barron joined the Company in January 1994 as its chief
operating officer. Mr. Barron served as the chief operating officer from
January 1994 to May 1998 and has served as the president - pawn operations
since May 1998. Prior to joining the Company, Mr. Barron spent two years as
chief financial officer for a nine-store privately held pawnshop chain.
Prior to his employment as chief financial officer of this privately held
pawnshop chain, Mr. Barron spent five years in the Fort Worth office of
Price Waterhouse LLP.
Blake A. Miraglia joined the Company in June 1998 as the president of
check cashing operations. Prior to joining the Company, Mr. Miraglia was
the president of Miraglia, Inc. from 1992 to May 1998. The Company acquired
Miraglia, Inc. in June 1998.
Tara Schuchmann has served as a director of the Company since June
2001. Ms. Schuchmann is the founder and managing general partner of Tara
Capital Management LP, an investment management and advisory firm. Ms.
Schuchmann has 20 years experience in the financial services industry. Ms.
Schuchmann holds an MBA from the Harvard University Graduate School of
Business Administration.
Richard T. Burke has served as a director of the Company since December
1993. Mr. Burke is the founder and former chief executive officer and
chairman of United HealthCare Corporation. Mr. Burke remains a director of
United HealthCare Corporation, a company engaged in the managed health care
industry, and a number of other private, nonprofit and charitable boards.
From 1977 to 1987, Mr. Burke also served as chief executive officer of
Physicians Health Plan of Minnesota (now MEDICA), the largest client
of United HealthCare Corporation. The securities of United HealthCare
Corporation are registered pursuant to the Exchange Act. Mr. Burke was the
former owner and chief executive officer of the Phoenix Coyotes, a
professional sports franchise of the National Hockey League.
Joe R. Love has served as a director of the Company since December
1991. Mr. Love has served as chairman of CCDC, Inc., a real estate
development firm, since October 1976. Since July 1989, Mr. Love has served
on the board of directors of Phymed, Inc., a public company operating
radiology centers. Mr. Love has served as a director of Atomic Burrito,
Inc., a public company involved in the entertainment industry, since October
1996.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on the reports furnished pursuant to Section 16a-3(e) of
the Exchange Act, all reports as required under Section 16(a) of the
Exchange Act were filed on a timely basis during the year ended December 31,
2001.
Item 11. Executive Compensation
The following table sets forth compensation with respect to the chief
executive officer and other executive officers of the Company who received
total annual salary and bonus for the year ended December 31, 2001 in excess
of $100,000. Also included in the following table is compensation for the
year ended December 31, 2000 and 1999:
Summary Compensation Table
--------------------------
Long-Term
Annual compensation Compensation - Awards
------------------- ---------------------
Securities
Underlying
Name & Principal Fiscal Options/ All Other
Position Year Salary Bonus Warrants (1) Compensation (2)
-------- ---- ------ ----- ------------ ------------
Phillip E. Powell 2001 $ 385,234 $ 300,000 125,000 -
Chairman of the 2000 314,340 60,000 200,000 -
Board and Chief 1999 300,000 - 125,000 -
Executive Officer
Rick L. Wessel 2001 $ 259,890 $ 150,000 65,000 -
President, 2000 223,750 30,000 100,000 -
Chief Financial 1999 173,750 - 50,000 -
Officer, Secretary
and Treasurer
J. Alan Barron 2001 $ 219,781 $ 50,000 25,000 -
President - Pawn 2000 191,250 - 25,000 -
Operations 1999 158,750 - 25,000 -
Blake A. Miraglia 2001 $ 226,099 $ 50,000 25,000 -
President - Check 2000 185,000 - 25,000 -
Cashing Operations 1999 158,750 - 25,000 -
--------------------
(1) See "- Employment Agreements" and "- Stock Options and Warrants" for
a discussion of the terms of long-term compensation awards.
(2) The aggregate amount of other compensation is less than the lesser 10%
or $50,000 of such executive officer's annual compensation.
Employment Agreements
Mr. Powell has entered into an employment agreement with the Company
through December 31, 2006 to serve as the Chief Executive Officer of the
Company; at the discretion of the Board this agreement may be extended for
additional successive periods of one year each on each January 1
anniversary. The agreement provides for: (i) a 2002 base salary of $500,000
with annual minimum increases of 10% or higher increases at the discretion
of the Compensation Committee; (ii) an annual bonus at the discretion of the
Compensation Committee; (iii) certain stock incentives at the discretion of
the Compensation Committee; (iv) certain fringe benefits including club
membership, car, vacation, a term life insurance policy with a beneficiary
designated by Mr. Powell in the amount of $4 million dollars; (v) 3% loans
to exercise certain stock options to purchase common stock of the Company
and tax loans to pay the taxes which result from such exercises; (vi) a
lump-sum severance payment of $1.5 million, which shall be reduced 20% each
year this agreement is extended past 2006; and (vii) reimbursement of
business related expenses. In the event that Mr. Powell's employment is
terminated other than his voluntary termination or termination for good
cause, the Company shall cancel his obligations pursuant to a promissory
note dated December 31, 2000 in the principal amount of $2 million and any
additional loans or advances and shall return all property securing such
loans to Mr. Powell or his designated beneficiary. In addition, Mr. Powell
has agreed not to compete with the Company, not to solicit employees of the
Company, and not to solicit customers of the Company for a period of two
years following his termination.
Mr. Wessel has entered into an employment agreement with the Company
through December 31, 2006 to serve as the President and Chief Financial
Officer of the Company; at the discretion of the Board this agreement may be
extended for additional successive periods of one year each on each January
1 anniversary. The agreement provides for: (i) a 2002 base salary of
$350,000 with annual minimum increases of 10% or higher increases at the
discretion of the Compensation Committee; (ii) an annual bonus at the
discretion of the Compensation Committee; (iii) certain stock incentives at
the discretion of the Compensation Committee; (iv) certain fringe benefits
including club membership, car, vacation, a term life insurance policy with
a beneficiary designated by Mr. Wessel in the amount of $2 million dollars;
(v) 3% loans to exercise certain stock options to purchase common stock of
the Company and tax loans to pay the taxes which result from such exercises;
and (vi) reimbursement of business related expenses. In the event that Mr.
Wessel's employment is terminated other than his voluntary termination or
termination for good cause, the Company shall cancel his obligations
pursuant to a promissory note dated December 31, 2000 in the principal
amount of $1.53 million and any additional loans or advances and shall
return all property securing such loans to Mr. Wessel or his designated
beneficiary. In addition, Mr. Wessel has agreed not to compete with the
Company, not to solicit employees of the Company, and not to solicit
customers of the Company for a period of two years following his
termination.
Stock Options and Warrants
The following table shows stock option and warrant grants made to named
executive officers during the year ended December 31, 2001:
Individual Grants of Stock Option and Warrant Grants Made
During the Year Ended December 31, 2001
---------------------------------------
Potential Realizable
Value at
Percentage Assumed Annual
of Total Rates of Stock
Options Granted to Exercise Price Appreciation
Granted Employees in Price Expiration for Option and
Name (Shares) Each Period (Per Share) Date Warrant Terms (1)
----------------- -------- ------------ ----------- ------------- -------------------
5% 10%
------- -------
Phillip E. Powell 125,000 46.3% $4.00 February 2011 $263,800 $715,800
Rick L. Wessel 65,000 24.1 4.00 February 2011 137,200 372,200
J. Alan Barron 25,000 9.3 4.00 February 2011 52,800 143,200
Blake Miraglia 25,000 9.3 4.00 February 2011 52,800 143,200
-----------------
(1) The actual value, if any, will depend upon the excess of the stock
price over the exercise price on the date of exercise, so that there is no
assurance the value realized will be at or near the present value.
December 31, 2001 Stock Option and Warrant Values
-------------------------------------------------
Number of Unexercised Value of Unexercised
Stock Options and Warrants In-The-Money
Shares at December 31, 2001 Stock Options and Warrants
Acquired on Value (Shares) December 31, 2001 (l)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------- -------- -------- ----------- ------------- ----------- -------------
Phillip E. Powell - - 985,000 (2) - $ 2,017,000 -
Rick L. Wessel - - 365,000 (3) - 662,000 -
J. Alan Barron - - 140,000 (4) - 190,000 -
Blake Miraglia - - 165,000 (5) - 316,000 -
-----------------
(1) Computed based upon the differences between fair market value as of
December 31, 2001 and the aggregate exercise price of the warrant.
(2) Includes warrants to purchase 435,000 shares at prices ranging from
$4.625 to $8.00 per share and options to purchase 550,000 shares at\
prices ranging from $2.00 to $10.00 per share.
(3) Includes warrants to purchase 150,000 shares at a price of $8.00 per
share and options to purchase 215,000 shares at prices ranging from
$2.00 to $10.00 per share.
(4) Includes warrants to purchase 65,000 shares at a price of $8.00 per
share and options to purchase 75,000 shares at prices ranging from
$2.00 to $10.00 per share.
(5) Includes warrants to purchase 65,000 shares at prices ranging from
$2.00 to $12.00 per share and options to purchase 100,000 shares at
prices ranging from $2.00 to $10.00 per share.
Warrants and options held by other directors: On May 8, 2002, other
directors held warrants to purchase 425,000 shares at prices ranging from
$4.625 to $8.00 per share, expiring between January 2011 and February 2013
and options to purchase 100,000 shares at prices ranging from $2.00 to
$10.00 per share, expiring between April 2009 and December 2010.
Warrants and options held by other employees and third parties: On May
8, 2002, other employees and third parties held warrants to purchase 314,750
shares at prices ranging from $4.625 to $12.00 per share, expiring between
February 2003 and February 2013 and options to purchase 215,500 shares at
prices ranging from $4.00 to $12.00 per share, expiring between February
2003 and April 2012.
The Company has not established, nor does it provide for, long-term
incentive plans or defined benefit or actuarial plans. The Company does not
grant any stock appreciation rights.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of
Richard T. Burke, Joe R. Love and Tara Schuchmann, each of which is not
employed by the Company.
Report of the Compensation Committee
Overview
The Compensation Committee of the Board of Directors supervises the
Company's executive compensation. The Company seeks to provide executive
compensation that will support the achievement of the Company's financial
goals while attracting and retaining talented executives and rewarding
superior performance. In performing this function, the Compensation
Committee reviews executive compensation surveys and other available
information and may from time to time consult with independent compensation
consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that are competitive within the pawnshop industry and
other companies of comparable size and complexity. Compensation in any
particular case may vary from any industry average on the basis of annual
and long-term Company performance as well as individual performance. The
Compensation Committee will exercise its discretion to set compensation
where in its judgment external, internal or individual circumstances warrant
it. In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of
cash bonuses and long-term incentive compensation in the form of stock
options and warrants.
Base Salary
Base salary levels for the Company's executive officers are set
generally to be competitive in relation to the salary levels of executive
officers in other companies within the pawn shop industry or other companies
of comparable size, taking into consideration the position's complexity,
responsibility and need for special expertise. In reviewing salaries in
individual cases the Compensation Committee also takes into account
individual experience and performance.
Annual Incentive Compensation
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of pre-tax income targets
established at the beginning of each fiscal year or other significant
corporate objectives. Individual performance is also considered in
determining bonuses.
Long-Term Incentive Compensation
The Company provides long-term incentive compensation through its stock
option plan and the issuance of warrants, which is described elsewhere in
this proxy statement. The number of shares covered by any grant is
generally determined by the then current stock price, subject in certain
circumstances, to vesting requirements. In special cases, however, grants
may be made to reflect increased responsibilities or reward extraordinary
performance.
Chief Executive Officer Compensation
Mr. Powell was elected to the position of chief executive officer in
May 1992. Mr. Powell's salary was increased from $375,000 to $400,000 on
August 20, 2001. Mr. Powell received a bonus in the amount of $300,000
during the year ended December 31, 2001. Mr. Powell received common stock
option grants based upon the overall performance of the Company during the
year ended December 31, 2001.
The overall goal of the Compensation Committee is to insure that
compensation policies are established that are consistent with the Company's
strategic business objectives and that provide incentives for the attainment
of those objectives. This is affected in the context of a compensation
program that includes base pay, annual incentive compensation and stock
ownership.
The Compensation Committee: Richard T. Burke, Joe R. Love and Tara
Schuchmann
Stock Price Performance Graph
The Stock Price Performance Graph set forth below compares the
cumulative total stockholder return on the Common Stock of the Company for
the period from July 31, 1996 through December 31, 2001, with the cumulative
total return on the Nasdaq Composite Index and a peer group index over the
same period (assuming the investment of $100 in the Company's Common Stock,
the Nasdaq Composite Index and the peer group). The peer group selected by
the Company includes the Company, Cash America International, Inc., EZCORP,
Inc., and ACE Cash Express, Inc.
[ PERFORMANCE GRAPH APPEARS HERE ]
FIRST CASH
FINANCIAL SERVICES, INC. PEER GROUP NASDAQ COMPOSITE
------------------------ ---------- ----------------
July 31, 1996 100.00 100.00 100.00
July 31, 1997 126.32 155.90 147.55
July 31, 1998 286.84 230.49 173.65
December 31, 1998 301.33 229.37 206.01
December 31, 1999 173.68 175.22 382.77
December 31, 2000 47.37 80.50 230.23
December 31, 2001 143.16 114.15 182.67
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The table below sets forth information to the best of the Company's
knowledge with respect to the total number of shares of the Company's Common
Stock beneficially owned by each person known to the Company to beneficially
own more than 5% of its Common Stock, each director, each named executive
officer, and the total number of shares of the Company's Common Stock
beneficially owned by all directors and officers as a group, as reported by
each such person, as of May 8, 2001. On that date, there were 8,818,187
shares of voting Common Stock issued and outstanding.
Shares Beneficially
Officers, Directors Owned (2)
and 5% Stockholders (1) Number Percent
----------------------- --------- -----
Richard T. Burke (3) 1,578,000 17.55%
Phillip E. Powell (4) 1,333,102 13.60
Rick L. Wessel (5) 644,662 7.02
Dimensional Fund Advisors, Inc. 598,100 6.78
Joe R. Love (6) 451,500 4.95
J. Alan Barron (7) 319,234 3.56
Blake A. Miraglia (8) 314,855 3.50
Tara Schuchmann (9) 91,000 1.03
All officers and directors
as a group (7 persons) 4,732,353 43.03
------------------------------------
(1) The addresses of the persons shown in the table above who are
directors, named executive officers, or 5% stockholders are as follows: (i)
Dimensional Fund Advisors, Inc., 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401-1038 and (ii) all other persons listed, 690 East Lamar
Boulevard, Suite 400, Arlington, Texas 76011.
(2) Unless otherwise noted, each person has sole voting and investment
power over the shares listed opposite his name, subject to community
property laws where applicable. Beneficial ownership includes both
outstanding shares of Common Stock and shares of Common Stock such person
has the right to acquire within 60 days of May 28, 2002, upon exercise of
outstanding warrants and options.
(3) Includes a warrant to purchase 100,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 25,000 shares at a
price of $8.00 per share to expire in April 2012, and a stock option to
purchase 50,000 shares at a price of $2.00 per share to expire in December
2010. Excludes 10,000 shares of Common Stock owned by Mr. Burke's wife, of
which Mr. Burke disclaims beneficial ownership.
(4) Includes a warrant to purchase 60,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 225,000 shares at a
price of $4.625 per share to expire in January 2011, a warrant to purchase
150,000 shares at a price of $8.00 per share to expire in April 2012, a
stock option to purchase 125,000 shares at a price of $10.00 per share to
expire in April 2009, a stock option to purchase 200,000 shares at a price
of $2.00 per share to expire in December 2010, a stock option to purchase
125,000 shares at a price of $4.00 per share to expire in February 2011, and
a stock option to purchase 100,000 shares at a price of $4.625 per share to
expire in January 2011.
(5) Includes a warrant to purchase 50,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 100,000 shares at a
price of $8.00 per share to expire in April 2012, a stock option to purchase
50,000 shares at a price of $10.00 per share to expire in April 2009, a
stock option to purchase 100,000 shares at a price of $2.00 per share to
expire in December 2010, and a stock option to purchase 65,000 shares at a
price of $4.00 per share to expire in February 2011.
(6) Includes a warrant to purchase 100,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 125,000 shares at a
price of $4.625 per share to expire in January 2011, a warrant to purchase
50,000 shares at a price of $8.00 per share to expire in April 2012, a stock
option to purchase 25,000 shares at a price of $10.00 per share to expire in
April 2009, and 151,500 shares of common stock all of which are beneficially
owned by an affiliate of Mr. Love.
(7) Includes a warrant to purchase 40,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 25,000 shares at a
price of $8.00 per share to expire in April 2012, a stock option to purchase
25,000 shares at a price of $10.00 per share to expire in April 2009, a
stock option to purchase 25,000 shares at a price of $2.00 per share to
expire in December 2010, and a stock option to purchase 25,000 shares at a
price of $4.00 per share to expire in February 2011.
(8) Includes a warrant to purchase 13,459 shares at a price of $2.00 per
share to expire in June 2007, a warrant to purchase 8,823 shares at a price
of $4.00 per share to expire in June 2007, a warrant to purchase 17,086
shares at a price of $4.625 per share to expire in June 2007, a warrant to
purchase 14,357 shares at a price of $10.00 per share to expire in June
2007, a warrant to purchase 11,186 shares at a price of $12.00 per share to
expire in June 2007, a stock option to purchase 25,000 shares at a price of
$10.00 per share to expire in April 2009, a stock option to purchase 25,000
shares at a price of $2.00 per share to expire in December 2010, a stock
option to purchase 25,000 shares at a price of $4.00 per share to expire in
February 2011, and a stock option to purchase 25,000 shares at a price of
$8.00 per share to expire in April 2012.
(9) Includes a stock option to purchase 25,000 shares at a price of $2.00
per share to expire in December 2010, a stock option to purchase 25,000
shares at a price of $8.00 per share to expire in April 2012, and 41,000
shares of common stock all of which are beneficially owned by an affiliate
of Ms. Schuchmann.
Item 13. Certain Relationships and Related Transactions.
In June 1998, in conjunction with the purchase of 11 check cashing
stores, the Company entered into lease agreements relating to one store
location and certain office space located in California. These properties
were partially owned through September 2000 by Mr. Blake Miraglia, an
employee of the Company. Total lease payments made pursuant to these leases
were $130,000 and $239,000 during the fiscal years ended December 31, 2000
and 1999, respectively, which approximated market rates. In addition, the
Company has an outstanding, unsecured note payable due July 5, 2003, bearing
interest at 7%, to Mr. Miraglia, which amounted to $800,000 and $1,281,000
as of December 31, 2001 and 2000, respectively, including accrued interest.
As of December 31, 2001 and 2000, the Company had notes receivable
outstanding from certain of its officers totaling $5,051,000 and $5,826,000,
respectively. These notes are secured by a total of 650,000 shares of
common stock of the Company owned by these individuals, term life insurance
policies, and bear interest at four percent. These notes are due upon the
sale of the underlying shares of common stock.
During the year ended December 31, 2001, Mr. Joe R. Love was issued a
option to purchase 25,000 shares of common stock at an exercise price of
$4.00 per share expiring in December 2010.
In April 1991, the Company adopted a policy prohibiting transactions
with its officers, directors or affiliates, unless approved by a majority of
the disinterested directors and on terms no less favorable to the Company
than could be obtained from an independent third party. The Company
believes that all prior related party transactions were on terms as
favorable as could be obtained from independent third parties.
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.
FIRST CASH FINANCIAL SERVICES, INC.
/s/ PHILLIP E. POWELL
------------------------------------------
Phillip E. Powell, Chief Executive Officer
May 8, 2002
/s/ RICK L. WESSEL
--------------------------------------------
Rick L. Wessel, Principal Accounting Officer
May 8, 2002
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.
Signature Capacity Date
--------- -------- ----
/s/ PHILLIP E. POWELL Chairman of the Board and May 8, 2002
--------------------- Chief Executive Officer
Phillip E. Powell
/s/ RICK L. WESSEL President, Chief Financial May 8, 2002
--------------------- Officer, Secretary and
Rick L. Wessel Treasurer
/s/ JOE R. LOVE Director May 8, 2002
---------------------
Joe R. Love
/s/ RICHARD T. BURKE Director May 8, 2002
---------------------
Richard T. Burke
/s/ TARA SCHUCHMANN Director May 8, 2002
---------------------
Tara Schuchmann