FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (MARK ONE) --------- /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 For the quarterly period ended: FEBRUARY 24, 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 0-13099 TRISTAR CORPORATION ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 13-3129318 ------------------------ -------------------- (State or other (I. R. S. Employer jurisdiction of Identification No.) incorporation or organization) 105 S. ST. MARY'S STREET, SUITE 1800, SAN ANTONIO, TEXAS 78205 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (210) 402-2200 -------------- (Registrant's telephone number, including area code) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. ON APRIL 9, 2001, THERE WERE OUTSTANDING 16,789,609 SHARES OF COMMON STOCK, $.01 PAR VALUE, OF THE REGISTRANT. 1 TRISTAR CORPORATION AND SUBSIDIARIES INDEX TO FORM 10-Q

PART I. FINANCIAL INFORMATION PAGE ------------- Item 1. Financial Statements (Unaudited) Consolidated balance sheets--~~November~~February 2524, ~~2000~~2001 and August 26, 2000 3 Consolidated statements of operations--thirteen and twenty-six week periods 5 ended ~~November~~February 2524, ~~2000~~2001 and ~~November~~February 2726, ~~1999~~2000, respectively 5 Consolidated ~~statement~~statements of shareholders' equity --twenty-six ~~thirteen~~week ~~weeks~~period 6 ended ~~November~~February 2524, ~~2000~~2001 6 Consolidated statements of cash flows--~~thirteen~~twenty-six week periods ended 7February ~~November 25~~24, ~~2000~~2001 and ~~November~~February 2726, ~~1999~~2000, respectively 7 Notes to consolidated financial statements--~~November~~February 2524, ~~2000~~2001 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1412 Item 3. Qualitative and Quantitative Disclosure About Market Risk 1617 PART II. OTHER INFORMATION Item 1. Legal Proceedings 18 Item 2. Changes in Securities 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 SIGNATURES 19

2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRISTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

~~NOVEMBER~~FEBRUARY 2524, ~~2000~~2001 AUGUST 26, ~~ASSETS~~ (UNAUDITED) 2000 * ----------------------- --------------------- ASSETS Current assets: Cash ~~...........................................................~~ $ ~~294~~14,000 $ 124,000 Accounts receivable, less allowance for doubtful accounts and discounts and allowances of $~~802~~3,498,000 and $~~852~~4,353,000, respectively ~~....................... 19~~10,~~073~~480,000 1916,~~577~~076,000 Accounts receivable - related parties - net ~~.................... 2~~1,~~414~~694,000 2,311,000 Inventories ~~.................................................... 14~~13,~~701~~737,000 13,482,000 Other current assets ~~........................................... 336~~235,000 340,000 ----------------------- --------------------- Total current assets ~~......................................... 36~~26,~~818~~160,000 3532,~~834~~333,000 ----------------------- --------------------- Property, plant and equipment, less accumulated depreciation of $12,~~121~~449,000 and $11,774,000 ~~.................................~~ 8,~~421~~416,000 8,271,000 ----------------------- --------------------- Other assets: Goodwill, less accumulated amortization of $~~333~~410,000 and $267,000 7,~~919~~174,000 7,986,000 Other assets ~~................................................... 215~~223,000 287,000 ----------------------- --------------------- Total other assets ~~........................................... 8~~7,~~134~~397,000 8,273,000 ----------------------- --------------------- Total assets ~~.....................................................~~ $ 5341,~~373~~973,000 $ 5248,~~378~~877,000 ======================= =====================

* Prepared from audited financial statements for the year ended August 26, 2000 See accompanying notes to unaudited consolidated financial statements. 3 TRISTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED)

~~NOVEMBER~~FEBRUARY 2524, ~~2000~~2001 AUGUST 26, ~~LIABILITIES AND SHAREHOLDERS' EQUITY~~ (UNAUDITED) 2000 * ----------------------- --------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Revolving credit agreement borrowings ~~................................~~ $ 1411,~~877~~872,000 $ 15,167,000 Accounts payable--trade ~~.............................................. 9~~8,~~891~~840,000 8,457,000 Accounts payable--related parties - net ~~..............................~~ 1,~~167~~462,000 1,809,000 Accrued expenses ~~..................................................... 8~~4,~~726~~061,000 84,~~179~~678,000 Current portion of capital lease obligations ~~.........................~~ 9,000 9,000 Current portion of long-term debt ~~....................................~~ 1,~~796~~916,000 1,712,000 Current portion of subordinated debt ~~................................. 945~~1,060,000 945,000 ----------------------- --------------------- Total current liabilities ~~.......................................... 37~~29,~~411~~220,000 3632,~~278~~777,000 Long-term debt, less current portion ~~...................................~~ 1,~~862~~461,000 2,077,000 Subordinated debt, less current portion ~~................................ 2~~1,~~673~~334,000 2,735,000 Obligations under capital leases, less current portion ~~................. 11~~10,000 12,000 ----------------------- --------------------- Total liabilities ~~................................................... 41~~32,~~957~~025,000 4137,~~102~~601,000 ----------------------- --------------------- Commitments and contingencies (Note 56) Shareholders' equity ~~(deficit)~~: Preferred stock, $.05 par value; authorized 1,000,000 shares; Series A, 537,142 shares issued and outstanding ~~....................~~ 3,760,000 3,760,000 Series B, 31,890 shares issued and outstanding ~~....................~~ 1,173,000 1,173,000 Series C, 100,000 ~~respectively,~~ shares issued and outstanding ~~......~~ 6,133,000 6,133,000 Common stock, $.01 par value; authorized 30,000,000 shares; issued and outstanding 16,~~786~~789,~~756~~609 shares and 16,783,909 shares, respectively ~~..............................................~~ 168,000 168,000 Additional paid-in-capital ~~...........................................~~ 14,~~740~~754,000 14,723,000 Accumulated deficit ~~..................................................~~ (1416,~~558~~040,000) (14,681,000) ----------------------- --------------------- Total shareholders' equity ~~......................................... 11~~9,~~416~~948,000 11,276,000 ----------------------- --------------------- Total liabilities and shareholders' equity ~~.............................~~ $ 5341,~~373~~973,000 $ 5248,~~378~~877,000 ======================= =====================

* Prepared from audited financial statements for the year ended August 26, 2000 See accompanying notes to unaudited consolidated financial statements. 4 TRISTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

~~PREFERRED~~THIRTEEN ~~STOCK~~WEEKS ENDED TWENTY-SIX WEEKS ENDED FEBRUARY 24, FEBRUARY 26, FEBRUARY 24, FEBRUARY 26, 2001 2000 2001 2000 --------------- ---------------- ---------------- ----------------~~--------~~ ~~COMMON~~Net ~~STOCK~~sales ~~SERIES~~$ A8,930,000 ~~SERIES~~$ B13,624,000 ~~SERIES~~$ C22,308,000 $ 27,087,000 Cost of sales 6,473,000 9,495,000 15,389,000 18,704,000 --------------- ---------------- ---------------- ---------------- Gross profit 2,457,000 4,129,000 6,919,000 8,383,000 Selling, general and administrative expenses 3,417,000 3,799,000 7,090,000 7,254,000 --------------- ---------------- ---------------- ---------------- ~~NUMBER~~Income ~~NUMBER~~(loss) ~~NUMBER~~from ~~NUMBER~~operations OF(960,000) ~~SHARES~~330,000 ~~AMOUNT~~(171,000) OF1,129,000 ~~SHARES~~Other ~~AMOUNT~~income OF(expense): ~~SHARES~~Interest ~~AMOUNT~~expense OF(524,000) ~~SHARES~~(523,000) ~~AMOUNT~~(1,111,000) (944,000) Other expense 3,000 14,000 48,000 25,000 ---------- -----~~---~~ --------- -------~~---~~ --------- -------~~---~~ --------- -------~~---~~ ~~Balance,~~Income ~~August~~(loss) ~~26,~~before 2000*provision .for ~~16,783,909~~income ~~$168,000~~taxes ~~537~~(1,~~142 $3~~481,~~760,~~000) 31(179,~~890~~000) $(1,~~173~~234,000) ~~100~~210,000 ~~$6,133,000~~Provision ~~Net~~for income ~~................~~taxes ~~Preferred~~- ~~Stock~~- ~~Dividends~~5,000 ~~. Contribution to 401(k) Plan 2~~3,~~847~~000 -- ------------- ---------------- ---------------- ---------------- Net income (loss) (1,481,000) (179,000) (1,239,000) 207,000 --------------- ---------------- ---------------- ---------------- ~~Balance,~~Less: ~~November~~Preferred ~~25,~~stock ~~2000~~dividends 16(178,~~786,756~~000) ~~$168~~(223,000) ~~537~~(356,~~142~~000) $3(434,~~760,~~000) Beneficial conversion feature - (31,~~890~~000) - (372,000) --------------- ---------------- ---------------- ---------------- Net loss applicable to common stock $ (1,~~173~~659,000) ~~100~~$ (433,000) $6 (1,~~133~~595,000) $ (599,000) ========== =====~~===~~ ========= =======~~===~~ ========= =======~~===~~ ========= =======~~===~~ ~~ADDITIONAL~~Loss ~~ACCUMULATED~~per ~~PAID-IN-CAPITAL~~common ~~DEFICIT~~share: ~~---------------~~Basic ~~------------~~$ Balance, August 26, 2000* (.10) $ ~~14,723,000~~(.03) $ (~~14,681,000~~.10) ~~Net~~$ ~~income~~ (.~~...............~~04) ~~243,000~~=============== ~~Preferred~~================ ~~Stock~~================ ~~Dividends~~================ .Diluted $ (~~120,000~~.10) ~~Contribution~~$ ~~to 401~~(k.03) ~~Plan 17,000 --------------- ------------ Balance, November 25, 2000~~ $ ~~14,740,000~~(.10) $ (~~14,558,000~~.04) =============== ================ ================ ================

See accompanying notes to unaudited consolidated financial statements. 5 TRISTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) TWENTY-SIX WEEKS ENDED FEBRUARY 24, 2001

~~THIRTEEN~~PREFERRED ~~WEEKS~~STOCK ~~ENDED~~ ---------------------------- ~~NOVEMBER 25, NOVEMBER 27, 2000 1999~~ ------------ ------------------------------------- ~~CASH~~COMMON ~~FLOWS~~STOCK ~~FROM~~SERIES ~~OPERATING~~A ~~ACTIVITIES~~SERIES ~~Net~~B ~~income~~SERIES ~~.............................................~~C $------------------------- ~~243,000~~-------- $-------- ~~386,000~~-------- ~~Adjustments~~NUMBER toNUMBER ~~reconcile~~NUMBER ~~net~~NUMBER ~~income~~OF toSHARES ~~net~~AMOUNT ~~cash~~OF ~~provided~~SHARES byAMOUNT ~~(used~~OF ~~in)~~SHARES ~~operating~~AMOUNT ~~activities:~~OF ~~Depreciation~~SHARES ~~.........................................~~AMOUNT ~~340,000~~------------ ~~355,000~~------------ ~~Other~~------------ ~~amortization~~------------ ~~costs~~------------ ~~.............................~~------------ ~~105,000~~------------ ~~22,000 Provision for losses on accounts receivable ..........~~ ------------ ~~193~~Balance,~~000~~ ~~Provision~~August ~~for~~26, ~~inventory~~2000* ~~allowances ................... 55~~16,~~000 125~~783,~~000~~909 ~~Issuance of stock in connection with 401(k) plan ..... 17~~$168,000 ~~-- Amortization of warrant valuation .................... 5~~537,~~000~~142 $3,~~000 Amortization of deferred loan costs .................. 63~~760,000 6631,~~000~~890 ~~Change in operating assets and liabilities: Accounts receivable ............................... 504,000 (~~$1,~~959~~173,000) ~~Accounts receivable affiliates .................... (103~~100,000) ~~(117~~$6,~~000) Inventories ....................................... (1~~133,~~274,~~000) ~~(1,611,000)~~Net ~~Other~~loss ~~assets~~Preferred ~~......................................~~Stock ~~(1,000)~~C ~~(220,000)~~Dividends ~~Accounts~~Contribution ~~payable~~to ~~.................................. 1,434,000~~ 401(~~496,000~~k) ~~Accounts~~Plan ~~payable affiliates ....................... (642~~5,~~000)~~700 ~~19,000~~- ~~Accrued expenses .................................. 547,000 649,000~~ ------------ ------------ ~~Net cash provided by (used in) operating activities .. 1,293,000 (2,585,000)~~ ------------ ------------ ~~CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: Capital expenditures ................................... (490,000) (312,000) Investment in business acquisition; net of cash acquired~~ -- ~~(579,000)~~ ------------ ------------ ~~Net cash used in investing activities ................ (490,000) (891,000)~~ ------------ ------------ ~~CASH~~Balance, ~~FLOWS~~Febraury ~~FROM FINANCING ACTIVITIES: Repayment of revolving credit facility ................. (14~~24,~~436,000)~~ (2001 16,~~976~~789,~~000)~~609 ~~Borrowings under revolving credit facility ............. 14~~$168,~~147,~~000 19537,~~086,000~~142 ~~Proceeds from long-term debt ........................... 270~~$3,~~000 547~~760,000 ~~Principal payments under long-term debt ................ (493~~31,~~000)~~890 ~~(365,000) Principal payments on capital leases ................... (~~$1,173,000) ~~(34~~100,000) ~~Issuance of Preferred Stock Series C ................... -- 1~~$6,~~300~~133,000 ~~Payment~~============ of============ ~~issuance~~============ ~~costs~~============ ~~for~~============ ~~Preferred~~============ ~~Stock~~============ ~~Series~~============ CADDITIONAL .ACCUMULATED PAID-IN-CAPITAL ~~(22,000)~~DEFICIT ~~Payment of dividends on Preferred Stock Series C ....... (120,000) (108,000)~~ ------------ -----~~-------~~ ~~Net cash provided by (used in) financing activities .. (633,000) 3,428,000~~ ------------ ----~~--------~~ ~~NET~~Balance, ~~INCREASE~~August ~~(DECREASE)~~26, IN2000* ~~CASH ............................ 170~~$14,723,000 $(4814,681,000) ~~CASH~~Net ATloss ~~BEGINNING~~(1,239,000) OFPreferred ~~PERIOD~~Stock ~~................................~~C ~~124~~Dividends (120,000) 90Contribution to 401(k) Plan 31,000 ----------------- ---------------- ~~CASH~~Balance, ATFebraury ~~END~~24, OF2001 ~~PERIOD ......................................~~ $ ~~294~~14,754,000 $ 42(16,040,000) ================= ================

* Prepared from audited financial statements for the year ended August 26, 2000. See accompanying notes to unaudited consolidated financial statements. 6 TRISTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

~~THIRTEEN~~TWENTY-SIX WEEKS ENDED FEBRUARY 24, FEBRUARY 26, 2001 2000 ------------------- ------------------- ~~NOVEMBER~~CASH 25FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (1,239,000) ~~NOVEMBER~~$ 27207,000 ~~2000~~Adjustments ~~1999~~to reconcile net income/(loss) to net cash provided by operating activities: Depreciation 668,000 788,000 Other amortization costs 177,000 100,000 Provision for losses on accounts receivable 164,000 354,000 Provision for inventory allowances 150,000 58,000 Reduction in LIFO valuation allowance (184,000) -- Issuance of stock in connection with 401(K) 31,000 29,000 Amortization of warrant valuation 10,000 6,000 Amortization of deferred loan costs 83,000 140,000 Change in operating assets and liabilities: Accounts receivable 5,432,000 2,348,000 Accounts receivable affiliates 617,000 (693,000) Inventories (446,000) (721,000) Other assets 58,000 (226,000) Accounts payable 383,000 (1,256,000) Accounts payable affiliates (347,000) (205,000) Accrued expenses (617,000) 410,000 ------------------- ------------------- ~~Basic~~Net ~~EPS:~~cash ~~Net~~provided ~~income~~by operating activities 4,940,000 1,339,000 ------------------- ------------------- CASH FLOWS FROM (~~loss~~USED IN) ~~applicable~~INVESTING toACTIVITIES: ~~common~~Capital ~~stock~~expenditures ~~..............~~(813,000) ~~$ 65~~(565,000) $Investment in business acquisition; net of cash acquired -- (~~166~~441,000) ~~Weighted~~-~~average~~------------------ ~~number~~------------------- ofNet ~~common~~cash ~~shares~~used ~~outstanding~~in ~~......~~investing 16activities (813,~~784,503~~000) 16(1,~~769~~006,~~724~~000) ------------------- ------------------- ~~Basic~~CASH ~~EPS~~FLOWS ~~.....................................................~~FROM $FINANCING --ACTIVITIES: $Repayment ~~(.01)~~of ~~============~~revolving ~~============~~credit ~~Diluted~~facility ~~EPS~~ (143,394,000): ~~Net income~~ (~~loss~~31,248,000) ~~applicable~~Borrowings tounder ~~common~~revolving ~~stock~~credit ~~..............~~facility ~~$ 65~~40,099,000 ~~$ (166~~30,103,000) ~~Weighted~~Proceeds from long-~~average~~term ~~number~~debt of612,000 ~~common~~891,000 ~~shares~~Principal ~~outstanding~~payments ~~......~~under 16long-term debt (1,~~784~~432,~~503~~000) 16(1,~~769~~025,~~724~~000) ~~Add:~~Principal ~~effects~~payments ofon ~~assumed~~capital ~~exercise~~leases (2,000) (65,000) Issuance of ~~options~~Preferred ~~and~~Stock ~~warrants~~Series ~~Exercise~~C -- 1,300,000 Payment of ~~stock~~issuance ~~options~~costs ~~...............................~~for ~~6,867~~Preferred Stock Series C -- ~~Exercise~~(53,000) Payment of ~~warrants~~dividends ~~....................................~~on ~~196~~Preferred Stock Series C (120,~~190~~000) (228,000) -- ----------------- ------------ ~~Weighted~~-~~average~~------ ~~number~~Net ofcash ~~common~~used ~~shares~~in ~~outstanding~~financing ~~plus~~activities ~~shares~~(4,237,000) ~~from~~(325,000) ~~assumed~~------------------- ~~exercise~~------------------- ofNET ~~options~~INCREASE ~~and~~(DECREASE) ~~warrants~~IN ~~....~~CASH 16(110,~~987~~000) 8,~~560~~000 16CASH AT BEGINNING OF PERIOD 124,~~769~~000 90,~~724~~000 ------------------- ------------------- ~~Diluted~~CASH ~~EPS~~AT ~~...................................................~~END OF PERIOD $ --14,000 $ ~~(.01)~~98,000 =================== ===================

Supplemental disclosure of noncash operating, investing and financing activities: 2001 ---- - Reduction of subordinated debt of $895,000 as a result of the FIL settlement agreement in January 2001 (See Note 8 of the Notes to Consolidated Financial Statements for further discussion). See accompanying notes to unaudited consolidated financial statements. 7 TRISTAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FEBRUARY 24, 2001 NOTE 1: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Tristar Corporation ("the Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statement presentation. The accompanying unaudited consolidated financial statements include the accounts of Tristar Corporation and its subsidiaries. Certain prior period amounts have been reclassified to conform to the current year presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the thirteen and twenty-six week periods ended February 24, 2001 are not necessarily indicative of the results that may be expected for the year ending August 25, 2001. NOTE 2: LOSS PER COMMON SHARE A reconciliation of the numerators and denominators of the basic and diluted loss per share computations, as required by SFAS No. 128, is presented below:

~~TRISTAR~~THIRTEEN ~~CORPORATION~~WEEKS ~~(Registrant)~~ENDED ~~Date:~~TWENTY-SIX ~~January~~WEEKS 9ENDED FEBRUARY 24, ~~2001~~FEBRUARY ~~By:~~26, ~~/s/~~FEBRUARY ~~Richard~~24, R.FEBRUARY ~~Howard~~26, 2001 2000 2001 2000 ------------------ ---------------------------------------- ~~RICHARD~~Basic/diluted R.EPS: ~~HOWARD~~Net ~~President~~loss ~~and~~applicable ~~Chief~~to ~~Executive~~common ~~Officer~~stock $ (~~Principal~~1,659,000) ~~Executive~~$ ~~Officer~~(433,000) ~~Date:~~$ ~~January~~(1,595,000) 9$ (599,000) ~~2001~~Weighted-average ~~By:~~number ~~/s/~~of ~~Robert~~common M.shares ~~Viola~~outstanding 16,787,132 16,771,931 16,785,818 16,770,828 ------------------ ---------------------------------------- ~~ROBERT~~Basic/diluted M.EPS ~~VIOLA~~$ ~~Senior~~(.10) ~~Executive~~$ ~~Vice-President~~(.03) ~~and~~$ ~~Chief Financial Officer~~ (~~Principal~~.10) ~~Financial~~$ ~~and Accounting Officer~~(.04) ==========================================================

Options to purchase 1,858,500 shares of common stock and warrants to purchase 2,635,000 shares of common stock were outstanding at February 24, 2001 but were not included in the computation of diluted EPS because the options and warrants would have an anti-dilutive effect. Therefore, dilutive EPS equals basic EPS for the thirteen and twenty-six week periods ended February 24, 2001 and February 26, 2000, as the assumed conversion of convertible preferred stock and the assumed exercise of outstanding options and warrants would have an anti-dilutive effect. NOTE 3: INVENTORIES Inventory is stated at the lower of cost or market. The components of inventory are as follows:

NOTE 4: CREDIT AGREEMENT BORROWINGS In December 1997, the Company entered into a $22,000,000 credit agreement (the "Credit Agreement") with its principal lender. In November 1999, the Credit Agreement was amended and restated to provide for a revolving credit facility (the "Revolving Credit") of $16,000,000 of maximum borrowings with a $4,500,000 sub-limit allocated to support the requirements of Tristar USA (See Note 8 of the Notes to Consolidated Fiancial Statements for further details on Tristar USA acquisition). Such borrowings bear interest, at the Company's election, at the Alternate Base Rate (the higher of the prime rate or the Federal Funds Rate plus .50%) plus 1.00% or the London Interbank Offered Rate (LIBOR) plus 3.50% (although, borrowings based on LIBOR cannot exceed 60% of the total oustanding borrowings under the Revolving Credit). At February 24, 2001, the Revolving Credit bore interest at rates of 9.50% and 9.05%, respectively, in accordance with the above noted interest computations. Borrowings under the Revolving Credit are limited by a formula based on Eligible Accounts Receivable and Inventory, as defined in the agreement. Remaining availability under the line as of February 24, 2001 approximated $21,000 based on the borrowing formula. Commitment fees equal to .50% per annum on the unused portion of the Revolving Credit are payable monthly. The credit agreement contains certain provisions giving the lender the right to accelerate payment of all outstanding amounts in the event of a "material adverse change" as defined. Accordingly, all Revolving Credit amounts are classified as current in the accompanying consolidated balance sheets. All outstanding amounts under the Revolving Credit Agreement are due in December 2002. The Credit Agreement also provides for a $3,400,000 term loan (the "Term Loan") and a $3,500,000 capital expenditure facility (the "Cap Ex Facility"). The Term Loan bears interest, payable monthly, at the Alternate Base Rate (8.5% at February 24, 2001) plus 2.00%. Principal payments on the Term Loan consist of equal monthly principal payments in the amount of $56,667 for 60 months beginning in January 1998. Additionally, 50% of annual excess cash flow, as defined, must be applied to the Term Loan installments in the inverse order of maturity. As of February 24, 2001, the Company had outstanding borrowings under the Term Loan totaling $1,190,000. Borrowings under the Cap Ex Facility are limited to 80% of the cost of new machinery and equipment, limited to annual utilization of $1,500,000. These borrowings also bear interest, payable monthly, at the Alternate Base Rate (8.5% at February 24, 2001) plus 2.00%. Principal payments on the Cap Ex Facility commence one month after the related borrowing in an amount based on a three-year amortization. However, a balloon payment in an amount equal to all outstanding borrowings under the Cap Ex Facility is also due in December 2002. As of February 24, 2001, the Company had outstanding borrowings under the Cap Ex Facility totaling $2,187,000. Principal payments are currently set at the rate of $103,000 per month. 9 Borrowings under the Credit Agreement are collateralized by all of the Company's present and future assets. Restrictive financial covenants including Minimum Tangible Net Worth, Minimum EBITDA, Maximum Loss, Minimum Fixed Charge Coverage, Maximum Leverage and Maximum Capital Expenditures, are set annually. Additional covenants limit borrowings, asset sales and dividends. The Company's lender has agreed to amend the restrictive financial covenants required under its credit agreement for the remainder of the current fiscal year effective beginning with the second quarter ended February 24, 2001. As such, the Company was in compliance for the thirteen-week period ended February 24, 2001. NOTE 5: SUBORDINATED LONG-TERM DEBT Subordinated debt as of February 24, 2001 and August 26, 2000, consists of the following (See Note 8 of the Notes to Consolidated Financial Statements):

NOTE 6: COMMITMENTS AND CONTINGENCIES The Company is subject to ordinary and routine litigation arising out of the conduct of its business. Management believes that the ultimate disposition of these proceedings will not have a material adverse effect on the Company's financial condition. NOTE 7: RELATED PARTY TRANSACTIONS Certain suppliers of fragrance product components and the primary suppliers of cosmetic products are affiliates of the Sheth Group who beneficially own 73% of the Company's outstanding common stock. 10 Related party accounts payable result from the purchase of products from those vendors. Related party accounts receivable result from the sale of products to other affiliates of the Sheth Group. The Company purchases finished goods and fragrance product components from Sheth Group affiliates and other related parties. During the twenty-six week period ended February 24, 2001, and for the comparable period in fiscal 2000, the Company purchased approximately $1,155,000 and $1,520,000, respectively. During the twenty-six week period ended February 24, 2001, and for the comparable period in fiscal 2000, the Company sold products to Sheth Group affiliates in the amounts of approximately $659,000 and $1,417,000, respectively. NOTE 8: PURCHASE OF FRAGRANCE IMPRESSIONS LIMITED On November 15, 1999, the Company and its newly formed wholly owned subsidiary, Tristar USA, Inc., entered into an acquisition agreement dated effective November 1, 1999 to acquire Fragrance Impressions Limited, a Connecticut corporation ("FIL"). FIL, headquartered in Bridgeport, Connecticut, markets and distributes designer alternative fragrances, cosmetics and bath and body products. Under the terms of the acquisition agreement, FIL was merged into Tristar USA which purchased all of the issued and outstanding common stock of FIL for $350,000 in cash, $3,050,000 in promissory notes ("Notes"), and options to purchase up to 100,000 shares of the Company's common stock at $5.82 per share which were valued at approximately $307,000 utilizing the Black Scholes Method. In January 2001, the Company and the FIL selling shareholders agreed to reduce the amount due on promissory notes to $1,804,000 in full settlement of all post closing adjustment provisions pursuant to the acquisition agreement. The resulting adjustment was recorded as a reduction of goodwill. Among other things, the FIL settlement agreement provided that approximately $227,000 would be settled by the return of certain finished goods inventory. Simultaneous with the execution of the FIL settlement agreement, the Company terminated and settled an employment agreement with a senior executive resulting in a one time charge amounting to $210,000 which was recorded in the thirteen week period ended February 24, 2001. In connection with the FIL acquisition, the Company assumed and entered into other notes payable with key employees and consultants for change in control and other liabilities amounting to $1,498,000. Cash used to finance this transaction was derived from the sale of 21,667 shares of Series C Preferred Stock in October 1999 (See Note 9 of the Notes to Consolidated Financial Statements). The consideration paid by Tristar USA was arrived at through negotiations between the Company, Tristar USA, and FIL and was based on a variety of issues, including without limitation, earnings and revenue, the value of goodwill and the nature of alternative designer fragrance, cosmetic and bath and body industry. The acquisition of FIL has been treated as a purchase acquisition for accounting purposes. Accordingly, net assets acquired have been adjusted to fair value as appropriate. The excess of the purchase price over the related fair value of net assets acquired of approximately $7.5 million has been recorded as goodwill to be amortized on a straight line basis over 20 years. The following represents supplemental consolidated pro-forma information for the twenty-six weeks period ended February 26, 2000, respectively, assuming the FIL acquisition had occurred at the beginning of such period: 2000 (unaudited) ----------- Net Sales 27,652,000 Net loss applicable to common stock (720,000) Net Loss per share $ (.04) 11 NOTE 9: PREFERRED STOCK The holders of the Company's Series A and B Preferred Stock are entitled to receive cumulative dividends of $.315 per share and $2.03 per share, respectively. To date, no dividends have been paid on the Series A and B Preferred Stock except those paid in connection with the sale of the Company's wholly owned Mexican subsidiary and settlement of outstanding receivable balances due from related parties, both of which resulted in the redemption of a portion of such Series A and B Preferred shares and payment of the applicable dividends in arrears. Dividends accumulated on the Series A and B Preferred Stock for the thirteen week periods ended February 24, 2001 and February 26, 2000 of approximately $58,000 and $103,000, and for the twenty-six week periods ended February 24, 2001 and February 26, 2000 of $116,000 and $206,000, have been reflected as additional net loss applicable to common stock. Cumulative dividends in arrears on the Series A and B Preferred Stock totaled approximately $953,000 at February 24, 2001. The Company does not have any plans to pay any cash dividends on the Common or the Series A and B Preferred Stock in the foreseeable future. Further, payments of such dividends are subject to restrictions imposed by the Company's lender in connection with the existing Credit Agreement. The holders of the Series C Preferred Stock are entitled to receive a cumulative cash dividend of $4.80 per share annually. The Series C Preferred Stock has full voting rights based on the number of common shares into which it is convertible and is voted together with the Common Stock as one class. The holders of the Series C Preferred Stock are entitled to receive a liquidation preference equal to $60 per share plus interest thereon from the date of issue until redemption or conversion at a compound rate of 20% per year. Dividends of $120,000 and $228,000 were paid on the Series C Preferred Stock during the twenty-six week periods ended February 24, 2001 and February 26, 2000, respectively. Cumulative dividends in arrears on Series C Preferred Stock totaled $120,000 at February 24, 2001 and were reflected as additional net loss applicable to common stock. The Company plans to pay such dividends within the current fiscal year. NOTE 10: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition, which provides guidance on the recognition and disclosure of revenues. Adoption of SAB No. 101 is required by the fourth quarter of fiscal 2001. The Company is in the process of evaluating the effect adoption of SAB No. 101 will have on the Company's consolidated financial position and results of operations. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This document contains certain statements that are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this document, including without limitation statements that use terminology such as "anticipate", "believe," "continue," "estimate," "expect," "intend," "may,", "plan," "predict," "should," "will," and similar expressions, are forward-looking statements. These forward-looking statements include, among other things, the Company's business strategy and expectations concerning the Company's market position, future operations, margins, profitability, liquidity and capital resources, expenditures for capital projects and attempts to reduce costs. Although the Company believes that the assumptions upon which the forward-looking statements contained in this document are based are reasonable, any of the assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. All phases of the operations of the Company involve risks and uncertainties, many of which are outside the control of the Company and any one of which, or a combination of which, could materially affect the results of the Company's operations 12 and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially depending on a variety of factors including, but not limited to, the timing and extent of changes in fragrance components, fragrance and cosmetic prices and underlying demand and availability of fragrance components; changes in the cost or availability of means of transporting products; execution of planned capital projects; adverse changes in the credit ratings assigned to the Company's trade credit; the extent of the Company's success in developing and marketing new product lines; state and federal environmental, economic, safety and other policies and regulations, and changes therein, and any legal or regulatory delays or other factors beyond the Company's control; adverse rulings, judgments, or settlements in litigation or other legal matters; actions of customers and competitors; economic conditions affecting the areas in which the Company's products are marketed; political developments in foreign countries; and the conditions of the capital markets and equity markets during the periods covered by the forward-looking statements. Many of the factors are described in greater detail in other of the Company's filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. The Company undertakes no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. RESULTS OF OPERATIONS FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED FEBRUARY 24, 2001 AND FEBRUARY 26, 2000 For the thirteen week period ended February 24, 2001, the Company recorded a consolidated net loss of $1,481,000, a decline of $1,302,000, compared to a consolidated net loss of $179,000 for the thirteen week period ended February 26, 2000. The decline relates primarily to reduced gross profit associated with lower net sales and a lower profit margin reflective of an unfavorable sales mix, the one time cost of terminating an employment agreement with a senior executive, offset somewhat by lower selling, general and administrative expenses. After giving effect to preferred stock dividends and the cost of accumulated beneficial conversion feature, the Company recorded net loss applicable to common stock of $1,659,000 and $433,000 or $.10 and $.03 per diluted share for the thirteen week periods ended February 24, 2001 and February 26, 2000, respectively. For the twenty-six week period ended February 24, 2001, the Company recorded a consolidated net loss of $1,239,000 compared to consolidated net income of $207,000 for the comparable period in 2000. The decline in the current period was mainly attributable to reduced gross profit relating to the lower net sales achievement, the one time cost of terminating an employment agreement with a senior executive, increase in interest expense associated with a higher level of borrowings and higher interest rates, offset somewhat by lower selling, general and administrative expenses. After giving effect to preferred stock dividends and the cost of accumulated beneficial conversion feature, the Company recorded a consolidated net loss applicable to common stock of $1,595,000 or $.10 per diluted share and $599,000 or $.04 per diluted share for the related twenty-six week periods ended February 24, 2001 and February 26, 2000, respectively. NET SALES Net sales were $8,930,000 for the thirteen week period ended February 24, 2001, a 34% decrease versus net sales of $13,624,000 for the comparable period in fiscal 2000. The decrease in the thirteen week period ended February 24, 2001 was experienced across all selling divisions and reflective of disappointing calendar 2000 year end retail sales to consumers, which negatively impacted many consumer goods distributors, global economic uncertainty, continued weakness in the Latin America and U.S. wholesale markets and lower sales to related parties. The decline in net sales for the twenty-six week period ended February 24, 2001 was primarily due to volume decreases in Latin America and U.S. wholesale markets in the Royal Selections fragrance line and the combined U.S. chain, specialty chain, and mass merchandising channel in the Regal and Euro Collection lines. This decline was partially offset by volume increases in the U.S. wholesale markets in the 13 new Royal Selection Crown II Series and Premiere Editions fragrance lines, U.S. chain, specialty chain and mass merchandising channel in the Euro Garden Collection line and Apple cosmetic pencils in the U.S. wholesale market as well as volume increases in the FIL brand acquired in fiscal year 2000 (See Note 8 of the Notes to Consolidated Financial Statements). The Company, in conjunction with its majority shareholders (the Sheth Group), has developed an aggressive global distribution expansion, designed to significantly increase its market penetration outside the Western Hemisphere. The successful implementation of this plan is expected to substantially increase sales volume beginning with the second half of fiscal year 2001 and onward. However, management makes no assurances that such sales increases will occur. NET SALES - CHANNELS OF DISTRIBUTION The Company markets and distributes products to wholesalers, distributors, chain stores, mass merchandisers and independent retail channels in various markets throughout North and South America. For the thirteen and twenty-six week periods ended February 24, 2001, the company experienced weak demand in all sales divisions including related party sales compared to the prior year periods. Disappointing holiday consumer purchases impacted the Company's replenishment sales in the U.S. retail distribution channel while economic uncertainty and regional turmoil in South America continued to negatively impact sales in the Latin America and U.S. wholesale markets. NET SALES - RELATED PARTIES In the thirteen and twenty-six week periods ended February 24, 2001, sales to affiliates of the Sheth Group were $206,000 and $659,000 compared with $756,000 and $1,417,000 for the same periods in fiscal 2000. PRODUCTS PURCHASED FROM RELATED PARTIES The Company purchases finished goods and fragrance components from Sheth Group affiliates and other related parties. During the twenty-six week period ended February 24, 2001, and for the comparable period in fiscal 2000, the Company purchased $1,155,000 and $1,520,000, respectively. GROSS PROFIT The Company's gross profit for the thirteen week periods ended February 24, 2001 and February 26, 2000 was $2,457,000 or 27.5% of sales and $4,129,000 or 30.3% of sales, respectively. The decline in the Company's gross profit related mainly to a lower net sales achievement and a lower profit margin reflective of an unfavorable sales mix primarily in the higher margin retail distribution segment. For the twenty-six weeks ended February 24, 2001 and February 26, 2000, the Company's gross profit was $6,919,000, or 31% of sales and $8,383,000, or 30.9% of sales, respectively. Although the gross margin percentage improved slightly, the Company's gross profit for the twenty-six week periods declined primarily due to the reduction in net sales. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses ("SG&A") for the thirteen week period ended February 24, 2001 were $3,417,000, a decrease of 10% versus $3,799,000 for the comparable period ended February 26, 2000. For the twenty-six week periods ended February 24, 2001 and February 26, 2000, SG&A was $7,090,000 and $7,254,000, respectively or a decrease of 2.3%. The decrease in SG&A in the thirteen week period related to the lower level of variable selling expenses and to restructuring of business processes and expense levels together with staff realignment. As a percentage of sales, SG&A was 31.8% and 26.8% for the twenty-six week periods ended February 24, 2001 and February 26, 2000, respectively, reflective of the lower net sales achievement. 14 NON-OPERATING INCOME OR EXPENSE Interest expense was flat in the current fiscal period but increased by $167,000 for the twenty-six week period ended February 24, 2001 when compared to the comparable prior year period. This increase related to higher revolving credit balances on average, higher revolving credit interest rates and interest on subordinated notes payable to the FIL selling shareholders. LIQUIDITY AND CAPITAL RESOURCES The Company believes the lines of credit, together with cash generated by operations should provide sufficient cash to meet the requirements of the Company for fiscal 2001. OPERATING ACTIVITIES -------------------- Operations in the twenty-six week period ended February 24, 2001, provided $4,940,000 in cash primarily due to decreases in accounts receivable offset by decreases in accrued expenses and increases in inventory. Accounts receivable decreased mainly due to collection of outstanding balances relating to the high level of sales in the fourth quarter of fiscal 2000 coupled with disappointing sales achievement to-date in fiscal 2001. Inventory increased mainly as a result of the underachievement of sales versus planned production during the current period. The decrease in accrued expenses is largely attributable to lower payroll related costs in this twenty-six week period relative to the high level of production and sales activity in the fourth quarter of fiscal 2000. In addition, accrued expenses decreased due to lower commissions and cooperative advertising expenses relating to the sales experienced in fiscal 2001. INVESTING ACTIVITIES -------------------- Capital expenditures during the twenty-six week period were $813,000, consisting primarily of investments in production related machinery and equipment, facilities related items, computer equipment and costs associated with the current construction of a new distribution facility. Capital expenditures in fiscal 2001 are expected to be significantly higher than fiscal 2000 with the increase primarily being attributable to the construction of the new distribution facility. Construction is substantially complete and will be funded by the Company in the third quarter. The Company anticipates a cost approximating $2 million for this new facility. The Company's lender has agreed to finance $1.5 million for the building construction. Additionally, the Company has expended approximately $270,000 in land preparation costs in connection with this project and expects to finance the remaining equipment costs through the Company's Cap Ex Facility and third party capital leases. FINANCING ACTIVITIES -------------------- During the twenty-six week period ended February 24, 2001, net cash used by financing activities amounted to $4,237,000, consisting mainly of payments exceeding borrowings under the revolving credit and long-term debt agreements of $4,115,000 coupled with dividends paid in the amount of $120,000 on the Series C Preferred Stock. In December 1997, the Company entered into a $22,000,000 credit agreement (the "Credit Agreement") with its principal lender. In November 1999, the Credit Agreement was amended and restated to provide for a revolving credit facility (the "Revolving Credit") of $16,000,000 of maximum borrowings; with a $4,500,000 sub-limit allocated to support the requirements of Tristar USA (See Note 8 of the Notes to Consolidated Fiancial Statements for further details on Tristar USA acquisition). Borrowings under the Revolving Credit are limited by a formula based on Eligible Accounts Receivable and Inventory, as defined in the agreement. Remaining availability under the line as of February 24, 2001 approximated $21,000 based on the borrowing formula. Commitment fees equal to .50% per annum on the unused portion of the Revolving Credit are payable monthly. The credit agreement contains certain provisions giving the lender the right to accelerate payment of all outstanding amounts in the event of a "material 15 adverse change" as defined. Accordingly, all Revolving Credit amounts are classified as current in the accompanying consolidated balance sheets. All outstanding amounts under the Revolving Credit Agreement are due in December 2002. The Credit Agreement also provides for a $3,400,000 term loan (the "Term Loan") and a $3,500,000 capital expenditure facility (the "Cap Ex Facility"). As of February 24, 2001, the Company had outstanding borrowings under the Term Loan totaling $1,190,000 and under the Cap Ex Facility totaling $2,187,000. Borrowings under the Credit Agreement are collateralized by all of the Company's present and future assets. The Company's lender has agreed to amend the restrictive financial covenants required under its credit agreement. As such, the Company was in compliance for the thirteen week period ended February 24, 2001. The holders of the Company's Series A and B Preferred Stock are entitled to receive cumulative dividends of $.315 per share and $2.03 per share, respectively. Dividends accumulated on the Series A and B Preferred Stock for the thirteen week periods ended February 24, 2001 and February 26, 2000 of approximately $58,000 and $103,000, and for the twenty-six week periods ended February 24, 2001 and February 26, 2000 of $116,000 and 206,000, have been reflected as additional net loss applicable to common stock. Cumulative dividends in arrears on the Series A and B Preferred Stock totaled approximately $953,000 at February 24, 2001. The Company does not have any plans to pay any cash dividends on the Common or the Series A and B Preferred Stock in the foreseeable future. Further, payments of such dividends are subject to restrictions imposed by the Company's lender in connection with the existing Credit Agreement. The holders of the Series C Preferred Stock are entitled to receive a cumulative cash dividend of $4.80 per share annually. As well, liquidation preference equal to $60 per share plus interest thereon from the date of issue until redemption or conversion at a compound rate of 20% per year is provided for. Dividends of $120,000 and $228,000 were paid on the Series C Preferred Stock during the twenty-six week periods ended February 24, 2001 and February 26, 2000, respectively. Cumulative dividends in arrears on Series C Preferred Stock totaled $120,000 at February 24, 2001 and was reflected as additional net loss applicable to common stock. The Company plans to pay such dividends within the current fiscal year. In January 2001, the Company and the FIL selling shareholders agreed to reduce the amount due on promissory notes to $1,804,000 in full settlement of all post closing adjustment provisions pursuant to the acquisition agreement. The resulting adjustment was recorded as a reduction of goodwill. Among other things, the FIL settlement agreement provided that approximately $227,000 would be settled by the return of certain finished goods inventory. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition, which provides guidance on the recognition and disclosure of revenues. Adoption of SAB No. 101 is required by the fourth quarter of fiscal 2001. The Company is in the process of evaluating the effect adoption of SAB No. 101 will have on the Company's consolidated financial position and results of operations. 16 ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK Market risk represents the risk of loss that may occur due to adverse changes in financial market prices, including interest rate risk and foreign currency exchange risk, and the effect they may have on the financial position, results of operation or cash flow of the Company. The Company's short-term and long-term debt at February 24, 2001 bears interest at variable rates (See Note 4 of the Notes to Consolidated Financial Statements). A one percentage point increase in the effective interest rate on the debt based on amounts outstanding at February 24, 2001 would result in an approximate $180,000 reduction in annual pretax earnings. This estimate assumes no change in the volume or composition of the short-term and long-term debt as of February 24, 2001. The Company's direct exports comprise approximately 31% of net sales for the twenty-six week period ended February 24, 2001. In addition, certain U.S. based customers ultimately distribute the Company's products into foreign countries. As a result, the Company has exposure to risk associated with the decrease in value of foreign currencies. Although the risk cannot be quantified, any significant decrease in value of the currency of foreign countries where the Company's products are distributed could have a material adverse effect on the Company's sales and results of operations. In the twenty-six week period ended February 24, 2001, two customers accounted for approximately 15% and 10% of the Company's net sales. The loss of a single or a few customers may have a material adverse effect on the Company's business. 17 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 6 of the Notes to the Consolidated Financial Statements. ITEM 2. CHANGES IN SECURITIES Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS a.) The Annual Meeting of Stockholders was held on January 18, 2001. b.) The following directors were elected to serve until the next Annual Meeting of Stockholders or until their successors have been elected and qualified: Richard P. Rifenburgh Viren S. Sheth Richard R. Howard B.J. Harid Robert A. Lerman c.) (1) The directors listed in item 4 b) above were elected by the following votes:

(2) Of the 17,889,998 shares voting at the meeting, 17,889,998 voted for the ratification of the apointment of the firm PricewaterhouseCoopers LLP as the Company's independent public accountants for fiscal 2001. The number of shares that voted against such ratification was zero and the holders of 206 shares abstained from voting on this matter. ITEM 5. OTHER INFORMATION Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Not Applicable. 18 SIGNATURES Pursuant to the requirements 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. TRISTAR CORPORATION (Registrant) Date: April 9, 2001 By: /s/ Richard R. Howard -------------- -------------------------------------- RICHARD R. HOWARD President and Chief Executive Officer (Principal Executive Officer) Date: April 9, 2001 By: /s/ Robert M. Viola -------------- -------------------------------------- ROBERT M. VIOLA Senior Executive Vice-President and Chief Financial Officer (Principal Financial and Accounting Officer) 19

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