Edgar Filing: FAB INDUSTRIES INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(AMENDMENT NO. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 1, 2001 Commission file number 1-5901

FAB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware 13-2581181
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

200 Madison Avenue, New York, NY 10016
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 212-592-2700

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------

Common Stock, $.20 par value American Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: Share Purchase
Rights

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, 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 [_]

The aggregate market value at March 20, 2002 of shares of the
registrant's common stock, $.20 par value (based upon the closing price per
share of such stock on the Composite Tape for issues listed on the American
Stock Exchange), held by non-affiliates of the registrant was approximately
$65,500,000. Solely for the purposes of this calculation, shares held by
directors and executive officers of the registrant and members of their
respective immediate families sharing the same household have been excluded.
Such exclusion should not be deemed a determination or an admission by the
registrant that such individuals are, in fact, affiliates of the registrant.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: At March 20, 2002,
there were outstanding 5,206,980 shares of common stock, $.20 par value.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K
of Fab Industries, Inc. (the "Company") amends and restates in their entirety
Items 10, 11, 12 and 13 of Part III.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

DIRECTORS

The Board of Directors of the Company is divided into three classes.
The directors of each class are elected by the holders of common stock, par
value $0.20 per share ("Common Stock"), at the annual meeting of stockholders in
the year in which the term of such class expires and will serve thereafter for
three years. The following table sets forth certain information with respect to
each director.

PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE COMPANY OFFICE(1) SINCE
---- --- ----------------- -----

Class II - Term will expire at the 2002 Annual Meeting of Stockholders:

Lawrence H. Bober 77 Retired, Vice Chairman of 1979
the Board, First New York
Bank for Business and
First New York Business
Bank Corp.(2)

Martin B. Bernstein 68 Chief Executive Officer of 1998
Ponderosa Fibres of
America, Inc.(3)

Steven Myers 53 President, Chief Operating 2001
Officer and Secretary of
the Company.(4)

Class III - Term expires at the 2003 Annual Meeting of Stockholders:

Samson Bitensky 82 Chairman of the Board of 1966
Directors and Chief
Executive Officer of the
Company.(5)

Frank S. Greenberg 71 Retired, Chairman of the 1998
Board of Directors and
Chief Executive Officer,
Burlington Industries,
Inc.(6)

PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE COMPANY OFFICE(1) SINCE
---- --- ----------------- -----

Class I - Term expires at the 2004 Annual Meeting of Stockholders:

Susan B. Lerner 46 Corporate Counsel of the 1997
Company.(7)

Richard Marlin 68 Attorney, member of the 1995
law firm of Kramer Levin
Naftalis & Frankel LLP.(8)

------------------------
(1) Unless otherwise indicated, the directors' principal occupations have been
their respective principal occupation for at least five years.

(2) Mr. Lawrence H. Bober is a retired Vice Chairman of the Board of First New
York Business Bank Corp. ("FNYBBC") and of First New York Bank for Business
(formerly, The First Women's Bank), a commercial bank and wholly-owned
subsidiary of FNYBBC, where he served from January 1988 until January 1991.
Prior to 1988 and for more than five years, Mr. Bober was a Senior Vice
President of Manufacturers Hanover Trust Company, a commercial bank.

(3) Mr. Martin B. Bernstein is Chief Executive Officer of Ponderosa Fibres of
America, Inc. ("PFAI"). PFAI is a member of a limited liability company or
a stockholder of a corporation that are partners of two partnerships which
have been reorganized under Chapter XI in fiscal 1999. PFAI filed a Chapter
XI proceeding in May of 2001. Thereafter, its assets were sold and it has
ceased operations. Proceedings are still pending. Mr. Bernstein is a member
of the Board of Directors of Empire Insurance Company and Allcity Insurance
Company.

(4) Mr. Steven Myers served as Co-President and Chief Operating Officer of the
Company from May 1997 through July 2001. In August 2001, Mr. Myers became
President of the Company upon the retirement of Stanley August and also
maintained the position of Chief Operating Officer. In March 2002, Mr.
Myers became Secretary of the Company. Mr. Myers served as Vice President
of the Company from May 1988 to May 1997. He served as Vice President of
Sales of the Company for more than five years prior to May 1988. Mr. Myers
is the son-in-law of Mr. Bitensky, Chairman of the Board of Directors and
Chief Executive Officer of the Company.

(5) Mr. Samson Bitensky was one of the Company's founders in 1966 and has
served as Chairman of the Board of Directors and Chief Executive Officer of
the Company since such time. Mr. Bitensky also served as President of the
Company from 1970 until May 1, 1997.

(6) Mr. Frank S. Greenberg is a retired Chairman of the Board and Chief
Executive Officer of Burlington Industries, Inc., where he served from
October 1986 until February 1998.

(7) Ms. Susan B. Lerner has served as Corporate Counsel of the Company since
1995, as Assistant Secretary of the Company from May 1997 until May 2001
and as Secretary of the Company from May 2001 until March 2002. From 1993
to 1995, she was president of the Company's Raval Lace Division. Ms. Lerner
is the daughter of Mr. Bitensky, Chairman of the Board of Directors and
Chief Executive Officer of the Company.

(8) Since 1979, Mr. Richard Marlin has been a member of the law firm of Kramer
Levin Naftalis & Frankel LLP ("Kramer Levin"). The Company retained Kramer
Levin to render legal services from 1995 to 2001.

EXECUTIVE OFFICERS

The following table sets forth certain information concerning the
executive officers of the Company as of the date hereof.

NAME AGE POSITIONS AND OFFICES
---- --- --------------------------------------

Samson Bitensky 82 Chairman of the Board of Directors and
Chief Executive Officer.

Steven Myers 53 President and Chief Operating Officer.

David A. Miller 64 Vice President-Finance, Treasurer and Chief
Financial Officer.(1)

Jerry Deese 50 Vice President-Controller of Plant
Operations.(2)

Sam Hiatt 54 Vice President-Sales.(3)

Mark J. Goldberg 53 Vice President.(4)

Bruce Chroback 40 Assistant Treasurer and Controller.(5)

Each of the Company's executive officers serves at the pleasure of the
Board of Directors and until his or her successor is duly elected and qualified.

------------------------
(1) Mr. David A. Miller has been employed by the Company since 1966 and has
served as Controller from 1973 until December 7, 1995, as Vice President -
Finance and Treasurer since December 7, 1995, and as Chief Financial
Officer since May 1, 1997.

(2) Mr. Jerry Deese has been employed by the Company in various senior
administrative and managerial capacities since 1978. Mr. Deese served as
Divisional Controller from 1994 until 1998 and has served as Vice
President-Controller of Plant Operations since May 12, 1998.

(3) Mr. Sam Hiatt has been employed by the Company since 1978 and previously
had various management responsibilities in the warp knit area. He has
served as Vice President-Sales since May 12, 1998.

(4) Mr. Mark J. Goldberg has been employed by the Company in various financing
and operational capacities since 1983. He was the Director of Corporate
Planning from 1999 until 2001 and he has served as Vice President since May
3, 2001.

(5) Mr. Bruce Chroback, a C.P.A., has been employed by the Company since 1996
and has held various senior financial positions with the Company. He has
served as Assistant Treasurer and Controller since May 3, 2001.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of the Common Stock
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission ("SEC"). Directors, executive officers
and greater than ten percent stockholders are required by SEC regulations to
furnish the Company with copies of all Forms 3, 4 and 5 that they file.

The Company believes that all of its directors, executive officers, and
greater than ten percent beneficial owners complied with all filing requirements
applicable to them in the fiscal year 2001.

ITEM 11. EXECUTIVE COMPENSATION.

The Summary Compensation Table shown below sets forth certain
information concerning the annual and long-term compensation for services in all
capacities to the Company for the 2001, 2000 and 1999 fiscal years of those
persons (the "named executive officers") who were (i) the Chief Executive
Officer during fiscal 2001 and (ii) the other four most highly-compensated
executive officers of the Company at the fiscal year ended December 1, 2001.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-------------------

NAME AND ALL OTHER COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS ($) ($)(2)
------------------ ---- ------------ ------------ ----------------------

Samson Bitensky 2001 320,832 -- 6,145
Chairman of the Board of 2000 350,000 -- 6,425
Directors and Chief Executive 1999 350,000 -- 4,483
Officer

Stanley August 2001 152,000 -- 2,412
Retired Co-President and 2000 230,000 -- 7,049
Chief Operating Officer 1999 230,000 -- 4,483

Steven Myers 2001 222,500 -- 7,435
President and Chief Operating 2000 230,000 -- 6,919
Officer 1999 227,500 -- 4,483

Sam Hiatt 2001 204,167 -- 7,409
Vice President-Sales 2000 210,000 -- 6,841
1999 206,667 -- 4,483

Jerry Deese 2001 134,167 20,000 5,714
Vice President, 2000 124,500 25,000 5,063
Controller of Plant Operations 1999 118,250 20,000 3,259

------------------------
(1) Includes compensation deferred pursuant to the Company's qualified 401K
Money Option Savings Plan.

(2) Represents the amount of the Company's contribution under its Executive
Retirement Plan for Messrs. Bitensky, Myers and Hiatt and the Fab
Industries, Inc. Profit Sharing Plan for Mr. Deese and the amount
contributed by the Company to its Employee Stock Ownership Plan for shares
allocated during each year to the account of the applicable officer.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Company did not make any individual grants of stock options or
stock appreciation rights during fiscal 2001 to the named executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES

The table below sets forth certain information at December 1, 2001 with
respect to unexercised options to purchase shares of Common Stock held by the
named executive officers of the Company.

SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED IN THE
ACQUIRED ON VALUE REALIZED UNDERLYING UNEXERCISED OPTIONS MONEY OPTIONS AT FISCAL
NAME EXERCISE (#) ($) AT FISCAL YEAR-END (#) YEAR-END ($) (1)
---- ------------ -------------- ------------------------------ ---------------------------
Exercisable Unexercisable Exercisable Unexercisable

Stanley August -- -- -- -- -- --
Steven Myers -- -- 4,000 16,000 7,350 29,400
Sam Hiatt -- -- 1,600 2,400 -- --
Jerry Deese -- -- 4,400 7,600 735 2,940

------------------------
(1) Based on the closing sale price on the AMEX of the Company's Common Stock
on November 29, 2001 of $12.90 per share.

COMPENSATION OF DIRECTORS

During fiscal 2001, the Company paid fees to the following directors
who were not employees of the Company: $15,000 to Mr. Bober; and $10,000 each to
Messrs. Bernstein, Greenberg and Marlin. No additional fee was paid for service
on committees of the Board of Directors. Additionally, during fiscal 2001,
non-employee directors were granted options to purchase Common Stock under the
Company's 1997 Stock Incentive Plan. These options will expire ten years after
the date of grant. The table below summarizes the options granted to
non-employee directors to date.

DIRECTOR DATE OF GRANT NUMBER OF SHARES EXERCISE PRICE
-------- ------------- ---------------- --------------

Martin B. Bernstein 10/27/99 2,000 $ 13.00
05/03/01 2,000 $ 12.75

Lawrence H. Bober 10/27/99 2,000 $ 13.00
05/03/01 2,000 $ 12.75

Frank S. Greenberg 10/27/99 2,000 $ 13.00
05/03/01 2,000 $ 12.75

Richard Marlin 10/27/99 2,000 $ 13.00
05/03/01 2,000 $ 12.75

EMPLOYMENT AGREEMENT

The Company has only one employment agreement with a named executive
officer. Mr. Bitensky entered into an employment agreement with the Company
effective April 1, 1993, pursuant to which he is to perform the duties of its
Chief Executive Officer. The agreement provided it would expire on March 31,
1998, subject to automatic successive one year renewals unless either party
terminates on notice given not less than six months prior to the then expiration
date. The current expiration date is March 2003. The agreement provides for an
annual base salary of $350,000, or such greater amount as the Board of Directors
may from time to time determine, and incentive compensation if the Company's
annual pre-tax income exceeds $10,000,000 equal to 3% of the Company's annual
pre-tax income up to $11,000,000 and 4% of such pre-tax income in excess of
$11,000,000.

In the event of disability as defined in the employment agreement, compensation
at the above rate is payable for the first year, and at one-half such rate for
the second year of such disability. Upon termination of full-time employment
other than by the Company for cause, Mr. Bitensky will be retained to provide
advisory and consulting services for a period of five years for a fee of
$250,000 per annum. In the event of the death of Mr. Bitensky while employed or
providing consulting services, an amount equal to the average one year total
annual compensation paid to Mr. Bitensky, based upon the three most recent
full-time employment years, is payable to his beneficiaries over a five-year
period.

In the event of Mr. Bitensky's death while employed or within two years
after termination of employment, the agreement provides an option to Mr.
Bitensky's estate, exercisable during the period of six months after the
appointment of Mr. Bitensky's personal representative, to sell to the Company
such number of shares of Common Stock as may be purchased with an amount equal
to (i) the lesser of (A) $7,000,000 or (B) 10% of the Company's net worth at the
end of the fiscal year immediately prior to Mr. Bitensky's death, plus (ii) such
amount as may be purchased with the proceeds of life insurance which the Company
may purchase from time to time on Mr. Bitensky's life. Currently, the Company
maintains several life insurance policies on Mr. Bitensky's life providing for
the payment of an aggregate of $3,000,000 for such purpose. The purchase price
of shares purchased pursuant to the option is the market price per share
increased by an amount, if any, equal to one-half of the difference between the
average market price per share and the book value per share.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of March 20, 2002
(except as noted below) as to the shares of Common Stock beneficially owned by
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the outstanding Common Stock.

NAME AND ADDRESS NUMBER OF SHARES BENEFICIALLY
OF BENEFICIAL OWNER OWNED(1) PERCENT OF CLASS
------------------- -------- ----------------

Samson Bitensky(2) 1,488,242(3) 28.58%
c/o Fab Industries, Inc.
200 Madison Avenue
New York, New York 10016

Private Capital Management, L.P., 1,011,004(4) 19.42%
Bruce S. Sherman and
Gregg J. Powers(4)
8889 Pelican Bay Blvd.
Naples, Florida 34108

Royce & Associates, Inc., 525,032(5) 10.08%
Royce Management Company and
Charles M. Royce(5)
1414 Avenue of the Americas
New York, New York 10019

NAME AND ADDRESS NUMBER OF SHARES BENEFICIALLY
OF BENEFICIAL OWNER OWNED(1) PERCENT OF CLASS
------------------- -------- ----------------

Dimensional Fund Advisors Inc.(6) 349,081(6) 6.70%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

Grace & White, Inc.(7) 284,300(7) 5.46%
515 Madison Ave
New York, New York 10016

------------------------
(1) Except as otherwise indicated below, each of the persons listed in the
table owns the shares of Common Stock opposite his or its name and has sole
voting and dispositive power with respect to such shares of Common Stock.

(2) Under the rules and regulations of the SEC, Mr. Bitensky may be deemed a
"control person" of the Company.

(3) Includes 74,000 shares of Common Stock owned by the Halina and Samson
Bitensky Foundation, Inc., 89,996 shares of Common Stock owned by Mr.
Bitensky's spouse and 921 shares allocated to Mr. Bitensky pursuant to the
Fab Industries, Inc. Employee Stock Ownership Plan (the "ESOP"). Mr.
Bitensky disclaims beneficial ownership of the shares owned by his spouse
and by the Halina and Samson Bitensky Foundation, Inc. and does not have
dispositive power with respect to the ESOP shares.

(4) Bruce S. Sherman is Chief Executive Officer of Private Capital Management,
L.P., a Florida limited partnership ("PCM"), and exercises shared voting
and dispositive power with respect to 1,011,004 shares of Common Stock held
by PCM on behalf of its clients. Gregg J. Powers is President of PCM and
exercises shared voting and dispositive power with respect to 1,013,004
shares of Common Stock held by PCM on behalf of its clients. Messrs.
Sherman and Powers disclaim beneficial ownership for the shares held by
PCM's clients and disclaim the existence of a group. This information is
derived from PCM's Schedule 13G, as amended, filed with the Commission on
February 15, 2002.

(5) Royce & Associates, Inc., a New York corporation ("Royce"), beneficially
owns and has sole voting power and sole dispositive power with respect to
525,032 shares of Common Stock. This information is derived from Royce's
Schedule 13G, as amended, filed with the Commission on February 8, 2002.

(6) Dimensional Fund Advisors Inc., a Delaware corporation ("Dimensional") and
an investment advisor registered under Section 203 of the Investment
Advisers Act of 1940, furnishes investment advice to four investment
companies registered under the Investment Advisers Act of 1940 and serves
as investment manager to certain other investment vehicles, including
commingled group trusts and separate accounts. In its role as investment
advisor or manager, Dimensional possesses voting and/or investment power
over the shares of Common Stock that are owned by these investment
companies and investment vehicles. Dimensional disclaims beneficial
ownership of all such shares. This information is derived from
Dimensional's Schedule 13G, as amended, filed with the Commission on
January 30, 2002.

(7) Grace & White, Inc., a New York corporation ("Grace") and an investment
advisor registered under Section 203 of the Investment Advisers Act of
1940, beneficially owns and has sole dispositive power with respect to
284,300 shares of Common Stock shown in the table above. Grace has sole
voting power with respect to 62,000 shares of Common Stock shown in the
table above. This information is derived from Grace's Schedule 13G, as
amended, filed with the Commission on January 21, 2002.

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table sets forth certain information as of March 20, 2002
as to the shares of Common Stock beneficially owned by the Company's directors,
the named executive officers and the directors and executive officers of the
Company as a group.

SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON THE RECORD PERCENT OF OUTSTANDING COMMON
NAME OF BENEFICIAL OWNER DATE (1) STOCK
------------------------ -------------------------------- -----------------------------

Samson Bitensky 1,488,242(2) 28.58%
Martin B. Bernstein 3,000(3) *
Lawrence H. Bober 2,332(3) *
Frank S. Greenberg 2,500(3) *
Susan B. Lerner 64,514(3) 1.24%

Richard Marlin 2,500(3) *
Steven Myers 80,888(4) 1.55%
Stanley August 32,620 *
Sam Hiatt 3,155(5) *
Jerry Deese 5,488(6) *
All directors and executive officers
as a group (13 persons) 1,696,292(7) 32.40%

------------------------
* Less than 1%

(1) Except as otherwise indicated below, and except for 921 shares allocated to
Mr. Bitensky, 1,555 shares allocated to Mr. Hiatt, 888 shares allocated to
Mr. Deese, 1,654 shares allocated to Mr. Myers and 810 shares allocated to
Ms. Lerner pursuant to the Company's Employee Stock Ownership Plan, each of
the persons listed in the table owns the shares of Common Stock opposite
his or her name and has sole voting and dispositive power with respect to
the shares of Common Stock indicated as being beneficially owned by him or
her.

(2) See note 3 to the table set forth above under the heading "Security
Ownership of Certain Beneficial Owners" with respect to beneficial
ownership of these shares.

(3) Includes 2,000 shares of Common Stock deemed to be beneficially owned by
reason of the right to acquire such shares within 60 days of March 20,
2002.

(4) Includes (a) 4,000 shares of Common Stock deemed to be beneficially owned
by reason of the right to acquire such shares within 60 days of March 20,
2002 and (b) 48,370 shares of Common Stock owned by Beth B. Myers; 3,332
shares owned by Jessica C. Myers in a custodial account under control of
Beth B. Myers; and 2,000 shares owned by Allison R. Myers in a custodial
account under the control of Beth B. Myers. Beth B. Myers is the daughter
of Mr. Bitensky, Chief Executive Officer of the Company, and the spouse of
Steven Myers, President and Chief Operating Officer of the Company. Jessica
C. Myers and Allison R. Myers are the minor daughters of Mr. and Mrs.
Myers. Mr. Myers disclaims beneficial ownership of the shares owned by his
spouse and minor daughters.

(5) Includes 1,600 shares of Common Stock deemed to be beneficially owned by
reason of the right to acquire such shares within 60 days of March 20,
2002.

(6) Includes 4,400 shares of Common Stock deemed to be beneficially owned by
reason of the right to acquire such shares within 60 days of March 20,
2002.

(7) Includes 28,800 shares of Common Stock deemed to be beneficially owned by
directors and executive officers of the Company by reason of their right to
acquire such shares within 60 days of March 20, 2002. See also notes 1
through 6 above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on our behalf by the undersigned, thereunto duly authorized.

FAB INDUSTRIES, INC.

By: /s/ Samson Bitensky
----------------------------------------
Samson Bitensky,
Chairman of the Board and
Chief Executive Officer

Date: March 27, 2002

We, the undersigned officers and directors of Fab Industries, Inc.,
hereby severally constitute Samson Bitensky and Steven E. Myers and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, any
and all amendments to this Amendment No. 1 on Form 10-K/A to the Annual Report
on Form 10-K, and generally do all such things in our name and behalf in such
capacities to enable Fab Industries, Inc. to comply with the applicable
provisions of the Securities Exchange Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or either of
them, to any and all such amendments.

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

SIGNATURE DATE CAPACITY IN WHICH SIGNED
--------- ---- ------------------------

/s/ Samson Bitensky March 27, 2002 Chairman of the Board, Chief Executive Officer, and
-----------------------------
Samson Bitensky Director (Principal Executive Officer)

/s/ David A. Miller March 27, 2002 Vice President - Finance, Treasurer and Chief Financial
-----------------------------
David A. Miller Officer (Principal Financial and Accounting Officer)

/s/ Martin B. Bernstein March 27, 2002 Director
-----------------------------
Martin B. Bernstein

SIGNATURE DATE CAPACITY IN WHICH SIGNED
--------- ---- ------------------------

/s/ Lawrence H. Bober March 27, 2002 Director
-----------------------------
Lawrence H. Bober

/s/ Frank S. Greenberg March 27, 2002 Director
-----------------------------
Frank S. Greenberg

/s/ Susan B. Lerner March 27, 2002 Director
-----------------------------
Susan B. Lerner

/s/ Richard Marlin March 27, 2002 Director
-----------------------------
Richard Marlin

/s/ Steven E. Myers March 27, 2002 Director, President and Chief Operating
----------------------------- Officer
Steven E. Myers