<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 10-Q

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

For the quarterly period ended September 30, 2000
                               ------------------
                                       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      1-8884
                        -------------

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

           Delaware                                               16-0837346
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                                One Mason Drive
                                 P.O. Box 460
                        Jamestown, New York 14702-0460
                    --------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                (716) 665-2000
             ----------------------------------------------------
             (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 ______
    ------

Number of shares of Common Stock outstanding as of September 30, 2000:
10,218,299 shares of Class A Common Stock and 3,395,365 shares of Class B Common
Stock.
<PAGE>

                    BUSH INDUSTRIES, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------

<TABLE>
<CAPTION>
                                                         SEPTEMBER 30,        JANUARY 1,
                                                                  2000              2000
                                                         -------------        ----------
                                                            (Unaudited)
                                                                    (In thousands)
<S>                                                      <C>                  <C>
ASSETS
------
Current Assets:
   Cash                                                       $    608          $  2,704
   Accounts receivable                                          30,706            34,585
   Inventories                                                  81,754            55,681
   Prepaid expenses and other current assets                    12,230            11,356
                                                              --------          --------
        Total Current Assets                                   125,298           104,326

Property, Plant and Equipment, Net                             202,821           198,300

Other Assets                                                    25,786            26,955
                                                              --------          --------
TOTAL ASSETS                                                  $353,905          $329,581
                                                              ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
   Accounts payable                                           $ 22,245          $ 22,401
   Income taxes                                                  1,108               585
   Other accrued liabilities                                    33,695            40,389
   Current portion of long-term debt                               430               495
                                                              --------          --------
        Total Current Liabilities                               57,478            63,870

Deferred Income Taxes                                           10,090             8,427
Other Long-term Liabilities                                      7,142             7,940
Long-term Debt                                                 146,634           124,765
                                                              --------          --------
         Total Liabilities                                     221,344           205,002
                                                              --------          --------
Stockholders' Equity:
   Common Stock:
        Class A, $.10 par, 20,000,000 shares authorized,
        10,574,046 and 10,554,456 shares issued                  1,057             1,055

        Class B, $.10 par, 6,000,000 shares authorized,
        3,395,365 shares issued                                    340               340

   Paid-in capital                                              21,016            20,826
   Retained earnings                                           117,234           105,615
   Accumulated other comprehensive income                        2,070             1,733
                                                              --------          --------
                                                               141,717           129,569
Less treasury stock, 355,747 and 81,913 Class A shares          (5,376)           (1,146)
Less notes receivable related to common stock                   (3,780)           (3,844)
                                                              --------          --------
        Total Stockholders' Equity                             132,561           124,579
                                                              --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $353,905          $329,581
                                                              ========          ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>

                    BUSH INDUSTRIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                 ---------------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      THIRTEEN WEEKS ENDED
                                                   --------------------------
                                                   SEPTEMBER 30,   OCTOBER 2,
                                                            2000         1999
                                                   -------------  -----------
                                                  (In thousands, except shares
                                                      and per share data)

<S>                                               <C>             <C>
Net Sales                                            $   107,078  $   107,819

Costs and Expenses:

   Cost of sales                                          71,889       74,720
   Selling, general and administrative                    21,848       25,068
   Interest                                                3,168        2,547
                                                     -----------  -----------
                                                          96,905      102,335

Earnings Before Income Taxes                              10,173        5,484

Income Taxes                                               3,903        2,319
                                                     -----------  -----------

Net Earnings                                         $     6,270  $     3,165
                                                     ===========  ===========

Earnings per Share
   Basic                                             $      0.46  $      0.23
   Diluted                                           $      0.44  $      0.22

Weighted Average Shares Outstanding
   Basic                                              13,610,933   13,879,105
   Diluted                                            14,121,227   14,391,017
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                     BUSH INDUSTRIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                 ---------------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    THIRTY-NINE WEEKS ENDED
                                                   --------------------------
                                                   SEPTEMBER 30,   OCTOBER 2,
                                                            2000         1999
                                                   -------------   ----------
                                                  (In thousands, except shares
                                                      and per share data)

<S>                                               <C>             <C>
Net Sales                                            $   334,112  $   318,277

Costs and Expenses:

   Cost of sales                                         229,130      224,258
   Selling, general and administrative                    73,698       75,315
   Restructuring                                               0        9,672
   Interest                                                8,706        6,809
                                                     -----------  -----------
                                                         311,534      316,054

Earnings Before Income Taxes                              22,578        2,223

Income Taxes                                               8,897        2,197
                                                     -----------  -----------

Net Earnings                                         $    13,681  $        26
                                                     ===========  ===========

Earnings per Share
   Basic                                             $      1.00  $      0.00
   Diluted                                           $      0.96  $      0.00

Weighted Average Shares Outstanding
   Basic                                              13,699,303   13,877,608
   Diluted                                            14,276,919   14,383,085
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                     BUSH INDUSTRIES, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                 THIRTY-NINE WEEKS ENDED
                                                           ----------------------------------
                                                           SEPTEMBER 30,           OCTOBER 2,
                                                                    2000                 1999
                                                           -------------           ----------
                                                                       (In thousands)
<S>                                                        <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
   Net earnings                                                 $ 13,681             $     26
   Adjustment to reconcile:
      Depreciation and amortization                               13,288               10,932
      Deferred income taxes                                        1,174               (3,162)
   Change in assets and liabilities affecting cash flows:
      Accounts receivable                                          3,426               10,063
      Inventories                                                (27,197)               1,724
      Prepaid expenses and other current assets                     (546)                (988)
      Accounts payable                                               979              (16,103)
      Income taxes                                                   568                2,545
      Other accrued liabilities                                   (5,445)               8,936
                                                                --------             --------
         Net cash (used in) provided by operating activities         (72)              13,973
                                                                --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
   Capital expenditures                                          (20,898)             (24,468)
   Increase in other assets                                         (582)                (946)
                                                                --------             --------
      Net cash used in investing activities                      (21,480)             (25,414)
                                                                --------             --------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
   Repayment of long-term debt                                      (389)                (604)
   Proceeds from long-term debt                                   26,094               13,499
   Purchase of Class A stock for treasury                         (4,167)                   0
   Exercise of stock options by employees                            149                   18
   Dividends paid                                                 (2,062)              (2,082)
                                                                --------             --------
      Net cash provided by financing activities                   19,625               10,831
                                                                --------             --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                             (169)                 701
                                                                --------             --------

NET (DECREASE) INCREASE IN CASH                                   (2,096)                  91

CASH AT BEGINNING OF PERIOD                                        2,704                2,236
                                                                --------             --------
CASH AT END OF PERIOD                                           $    608             $  2,327
                                                                ========             ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                    BUSH INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                  Thirty-nine weeks ended September 30, 2000


1.   The accounting policies used in preparing these statements are the same as
     those used in preparing the Company's consolidated financial statements for
     the year ended January 1, 2000. These condensed consolidated financial
     statements should be read in conjunction with the consolidated financial
     statements and notes thereto included in the Company's annual report to
     stockholders for the fiscal year ended January 1, 2000.

     The foregoing financial information reflects all adjustments which are, in
     the opinion of management, of a normal recurring nature and necessary for a
     fair presentation.  The interim results are not necessarily indicative of
     the results which may be expected for a full year.

2.   On February 29, 2000, the Company executed a definitive agreement with
     certain members of the Rohr family to acquire the family's approximately
     49% interest in Rohr-Bush GmbH & Co., a German furniture manufacturer.  The
     transaction closed in October 2000.

3.   During the first quarter of 1999, the Company finalized plans to
     restructure certain of its operations, resulting in non-recurring
     restructuring costs amounting to $9,672,000 being charged to expense in
     1999.  As of January 1, 2000, all components of the restructuring were
     complete and the only liability remaining for the restructuring was
     $1,685,000 for severance to terminated employees.  Cash paid to severed
     employees totaled $1,685,000 in the first half of fiscal year 2000,
     resulting in no liability at the end of the second quarter of fiscal year
     2000.

4.   The following tables set forth total comprehensive income for the 13
     week and 39 week periods indicated below.

<TABLE>
<CAPTION>
                                                       THIRTEEN WEEKS ENDED
                                                   ---------------------------
                                                   SEPTEMBER 30,    OCTOBER 2,
                                                            2000          1999
                                                   -------------    ----------
                                                           (In thousands)
     <S>                                           <C>              <C>
     Net income                                        $6,270           $3,165
     Accumulated other comprehensive loss                (122)            (207)
                                                       ------           ------
     Total comprehensive income                        $6,148           $2,958
                                                       ======           ======
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                   THIRTY-NINE WEEKS ENDED
                                                 ---------------------------
                                                 SEPTEMBER 30,    OCTOBER 2,
                                                          2000          1999
                                                 -------------    ----------
                                                          (In thousands)
     <S>                                         <C>              <C>
     Net income                                        $13,681        $   26
     Accumulated other comprehensive income                337         1,352
                                                       -------        ------
     Total comprehensive income                        $14,018        $1,378
                                                       =======        ======
</TABLE>

5.   Inventories consist of the following:

<TABLE>
<CAPTION>
                                                 SEPTEMBER 30,    JANUARY 1,
                                                          2000          2000
                                                 -------------    ----------
                                                        (In thousands)
     <S>                                         <C>              <C>
     Raw material                                      $20,836       $16,533
     Work in progress                                    5,885         7,077
     Finished goods                                     55,033        32,071
                                                       -------       -------
                                                       $81,754       $55,681
                                                       =======       =======
</TABLE>

6.   Segment Reporting

     The Company operates and manages its business in two reportable industry
     segments; Furniture and Surface Technologies.  Furniture is the design,
     manufacture and sale of both RTA (ready to assemble) and set-up furniture
     for the home and office.  Surface Technologies provides finishing, design,
     and decorating services utilizing "surface technologies" in diverse
     applications.

     The Company evaluates performance of the segments based on earnings before
     income taxes.  For purposes of segment reporting, intercompany sales
     transfers between segments are not material.  The accounting policies of
     the segments are the same as those described and referenced in Note 1.

                                       7
<PAGE>

The following tables set forth reportable segment data for the periods indicated
below.

<TABLE>
<CAPTION>
                                                 THIRTEEN WEEKS ENDED
                                             ----------------------------
                                             SEPTEMBER 30,     OCTOBER 2,
                                                      2000           1999
                                             -------------     ----------
                                                       (In thousands)
<S>                                          <C>               <C>
Net Sales:
   Furniture                                      $ 96,684       $104,311
   Surface Technologies                             10,394          3,508
                                                  --------       --------
   Consolidated Net Sales                         $107,078       $107,819
                                                  ========       ========

Earnings Before Income Taxes:
   Furniture                                      $  7,185       $  5,332
   Surface Technologies                              2,988            152
                                                  --------       --------
   Consolidated Earnings Before Income Taxes      $ 10,173       $  5,484
                                                  ========       ========
</TABLE>


<TABLE>
<CAPTION>
                                                THIRTY-NINE WEEKS ENDED
                                             ----------------------------
                                             SEPTEMBER 30,     OCTOBER 2,
                                                      2000           1999
                                             -------------     ----------
                                                       (In thousands)
<S>                                          <C>               <C>
Net Sales:
   Furniture                                      $314,888       $306,408
   Surface Technologies                             19,224         11,869
                                                  --------       --------
   Consolidated Net Sales                         $334,112       $318,277
                                                  ========       ========

Earnings Before Income Taxes:
   Furniture Without Restructuring                $ 17,947       $ 10,468
   Furniture Restructuring  (Note 3)                     0         (9,672)
   Surface Technologies                              4,631          1,427
                                                  --------       --------
   Consolidated Earnings Before Income Taxes      $ 22,578       $  2,223
                                                  ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                             SEPTEMBER 30,     JANUARY 1,
                                                      2000           2000
                                             -------------     ----------
                                                       (In thousands)
<S>                                          <C>               <C>
Total Assets
   Furniture                                      $335,367       $314,888
   Surface Technologies                             18,538         14,693
                                                  --------       --------
   Consolidated Total Assets                      $353,905       $329,581
                                                  ========       ========
</TABLE>

                                       8
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

     Except for the historical information contained herein, the matters
discussed in this Report on Form 10-Q are forward-looking statements, and are
identified by words such as "may", "will", "should", "expect", "scheduled",
"plan", "intend", "contemplate", "believe", "anticipate", or the negative of
such words or other similar words. Forward looking statements involve risks and
uncertainties, including, but not limited to, economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices, and other factors discussed in the
Company's filings with the Securities and Exchange Commission.

RESULTS OF OPERATIONS:
----------------------

     Third quarter sales for the 13 week period ended September 30, 2000 were
$107,078,000 and sales for the 39 week period ended September 30, 2000 were
$334,112,000. This represents a decrease of $741,000, or approximately 0.7%,
compared to net sales of $107,819,000 for the 13 week period ended October 2,
1999 and a 39 week period increase of $15,835,000, or approximately 5.0%,
compared to net sales of $318,277,000 for the 39 week period ended October 2,
1999. Sales for the quarter ended September 30, 2000 were slightly below those
for the similar period of a year ago due primarily to both a general softening
of the economy, which has created a sluggish retail sales environment, and
inventory adjustments from several of our larger customers, partially offset by
strong sales gains achieved in the surface technologies segment. Sales for the
39 week period ended September 30, 2000 reflect the sales increase obtained in
the first half of fiscal year 2000, which had resulted from new product
placements and improved product sell-through at several key U.S. retail
customers.

     Cost of sales decreased $2,831,000 for the 13 week period ended September
30, 2000, compared to the 13 week period ended October 2, 1999. Cost of sales as
an approximate percentage of net sales decreased by 2.2% from 69.3% in the third
quarter of 1999 to 67.1% in the third quarter of 2000. Cost of sales increased
by $4,872,000 for the 39 week period ended September 30, 2000, compared to the
39 week period ended October 2, 1999. Cost of sales as an approximate percentage
of net sales decreased by 1.9% from 70.5% in the first 39 weeks of 1999 to 68.6%
in the first 39 weeks of 2000. Cost of sales as a percentage of net sales was
favorably impacted by stronger sales volumes and margins in the surface
technologies segment.

     Selling, general and administrative expenses decreased $3,220,000 for the
13 week period ended September 30, 2000, compared to the 13 week period ended
October 2, 1999. For the 39 week period ended September 30, 2000, selling,
general and administrative expenses decreased by $1,617,000, as compared to the
39 week period ended October 2, 1999. Selling, general and administrative
expenses as an approximate percentage of net sales decreased by 2.9% from 23.3%
in the third quarter of 1999 to 20.4% in the third quarter of 2000 and decreased
by 1.6%

                                       9
<PAGE>

from 23.7% in the first 39 weeks of 1999 to 22.1% in the first 39 weeks of 2000.

     Interest expense for the 13 week period ended September 30, 2000 increased
to $3,168,000 (or approximately 3.0% of net sales) from $2,547,000 (or
approximately 2.4% of net sales) for the 13 week period ended October 2, 1999.
Interest expense for the 39 week period ended September 30, 2000 increased to
$8,706,000 (or approximately 2.6% of net sales) from $6,809,000 (or
approximately 2.1% of net sales). The increase in interest expense was primarily
due to both an increase in average debt, primarily related to the Company's
capital expenditures and an increase in average inventory levels, and higher
average interest rates paid on the Company's revolving credit facility.

     The consolidated effective income tax rate for the 13 and 39 week periods
ended September 30, 2000 was 38.4% and 39.4%, respectively. The tax rates for
the comparable periods in 1999 were 42.3% and 98.8%, respectively. The variance
in rates is primarily related to the impact of the lower deferred tax rates
attributable to the 51% owned Rohr-Bush subsidiary.

     During the first quarter of 1999, the Company finalized plans to
restructure certain of its operations, resulting in non-recurring restructuring
costs amounting to $9,672,000 being charged to expense in 1999. As of January 1,
2000, all components of the restructuring were complete and the only liability
remaining for the restructuring was $1,685,000 for severance to terminated
employees. Cash paid to severed employees totaled $1,685,000 in the first half
of fiscal year 2000, resulting in no liability at the end of the second quarter
of fiscal year 2000.

     On February 29, 2000, the Company executed a definitive agreement with
certain members of the Rohr family to acquire the family's approximately 49%
interest in Rohr-Bush GmbH & Co., a German furniture manufacturer. The
transaction closed in October 2000.


LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------

     Working capital at third quarter-end 2000 increased by $27,364,000, as
compared to working capital at year-end 1999. Such increased working capital was
due, in part, to an increase in inventories, put in place to ensure satisfactory
serviceability to the Company's customers and a decrease in other accrued
liabilities, partially offset by a decrease in accounts receivable and cash.
Total assets at third quarter-end 2000 increased $24,324,000 over year-end 1999
primarily as a result of a increase in inventories and property, plant and
equipment, partially offset by decreases in accounts receivable and cash. In
addition, total liabilities increased $16,342,000 at third quarter-end 2000 as
compared to year-end 1999, due mostly to an increase in long-term debt,
partially offset by decreases in current liabilities.

     The Company spent $20,898,000 on capital expenditures during the first
three quarters of 2000, which were financed primarily with increased debt.
Capital expenditures for fiscal year 2000 are currently forecasted to be
approximately $30 to $35 million.

                                       10
<PAGE>

     The Company has a revolving credit facility, initially effective as of June
27, 1997 and as amended, with The Chase Manhattan Bank, Mellon Bank, N.A. and
other lending institutions. The amendments that the Company entered into in 2000
are summarized as follows. The Company entered into a fourth amendment, dated as
of February 29, 2000, that permitted, based on certain financial tests, the
applicable margin to be reduced earlier than provided for in the existing credit
facility, as previously amended. The Company entered into a fifth amendment,
dated as of May 2, 2000, that modified the amount of money the Company can
borrow from an aggregate $175,000,000 to an aggregate $210,000,000.

     The credit facility provides for revolving credit loans, swing line loans
and multi-currency loans, within the parameters described below. The loan is due
June 30, 2003 with a balloon payment of the then remaining principal and any
accrued interest. The Company has classified all of the line of credit as long-
term debt, as there are no required principal payments due within the next 12
months. At the Company's option, borrowings may be effectuated, subject to
certain conditions, on a NYBOR rate, an eurocurrency rate for dollars, an
applicable eurocurrency rate for certain foreign currencies, a money market
rate, or an alternative base rate. Eurocurrency loans bear interest at the then
current applicable LIBOR rate, plus an applicable margin. The applicable margin,
which pertains only to LIBOR and NYBOR rate loans, varies from 0.5% to 1.50%,
depending upon the Company's ability to satisfy certain quarterly financial
tests. In addition, the credit agreement permits the Company to request the
issuance of up to a maximum of $20,000,000 in letters of credit, which issuance
will be deemed part of the $210,000,000 maximum amount of borrowing permitted
under the credit facility.

     The line of credit agreement, as amended, provides for achieving certain
consolidated cash flow coverage and leverage ratios, prescribes minimum
consolidated net worth requirements, limits capital expenditures and new leases
and provides for certain other affirmative and restrictive covenants. The
Company is in compliance with all of these requirements. In addition, the credit
agreement limits the amount of cash dividends that the Company can declare, and
also imposes certain conditions with respect thereto.



IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS:
-----------------------------------------------

     In the first quarter of 2001, the Company plans to adopt Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard, as amended, will require the
Company to recognize all derivative financial instruments on the balance sheet
at fair value with changes in fair value recorded to the statement of operations
or comprehensive income, depending on the nature of the investment. The Company
has not yet determined the effect that this standard will have, if any, on the
Company's consolidated financial position, results of operations and cash flows.

     In September 2000, the Financial Accounting Standards Board issued SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities,"


                                      11
<PAGE>

which replaces SFAS No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." This standard is effective
for transfers occurring after March 31, 2001, with certain disclosure
requirements effective for the year ending December 30, 2000. The Company does
not believe the adoption of this standard will have a significant impact on the
Company's consolidated financial position, results of operations or cash flows.

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC. SAB 101, as
amended, is required to be adopted by the Company no later than the fourth
quarter of fiscal year 2000. Although the Company has not fully assessed the
implications of SAB 101, management does not believe the adoption of SAB 101
will have a significant impact on the Company's consolidated financial position,
results of operations or cash flows.


                                      12
<PAGE>

                        Part II.     OTHER INFORMATION
                        ------------------------------

ITEM 6.   EXHIBITS AND REPORTS ON 8-K
-------   ---------------------------

            (a)  Exhibits:

                 (27) Financial Date Schedule


            (b)  Reports on Form 8-K:

                 None.

                                       13
<PAGE>

                                  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.


                                                  BUSH INDUSTRIES, INC.
                                             -------------------------------
                                                       (Registrant)



Date:  November 8, 2000                 By:  /s/ Robert L. Ayres
      ------------------------               --------------------------------
                                                       (Signature)
                                             Robert L. Ayres
                                             Executive Vice President,
                                             Chief Operating Officer
                                             and Chief Financial Officer

                                       14