<PAGE>

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

                                   FORM 10-Q

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

               For the quarterly period ended December 31, 1999

                                      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 0-22018

                          CELESTIAL SEASONINGS,  INC.
            (Exact name of Registrant as specified in its charter)


                 Delaware                           84-1097571

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

                 4600 Sleepytime Drive, Boulder CO 80301-3292
         (Address of principal executive offices, including zip code)

                                (303) 530-5300
             (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 [ ]

As of January 21, 2000 the Registrant had 8,392,745 shares of Common Stock,
$0.01 Par Value, outstanding. This report on Form 10-Q contains 14 pages.
--------------------------------------------------------------------------------
<PAGE>

                          CELESTIAL SEASONINGS, INC.


                                     INDEX
                                     -----


Part I - Financial Information
------------------------------

<TABLE>
<CAPTION>
                                                                                        Page(s)
                                                                                        -------
<S>                                                                                     <C>
     Item 1.   Financial Statements

               Unaudited consolidated income statements                                        3

               Unaudited consolidated balance sheets                                           4

               Unaudited consolidated statements of cash flows                                 5

               Notes to unaudited consolidated financial statements                          6-8

     Item 2.   Management's Discussion and Analysis of Financial Condition and              9-12
               Results of Operations


Part II - Other Information
---------------------------

     Item 1.   Legal Proceedings                                                              13


     Item 6.   Exhibits and Reports on Form 8-K                                               13


     Signatures                                                                               14
</TABLE>

                                       2
<PAGE>

                          CELESTIAL SEASONINGS, INC.
                        CONSOLIDATED INCOME STATEMENTS
                   (in thousands, except per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                           December 31,
                                                       --------------------
                                                         1999        1998
                                                       --------     -------
<S>                                                    <C>          <C>
Case volume                                               1,783       1,896
                                                       ========     =======

Net sales                                              $ 35,653     $37,662

Cost of goods sold                                       12,622      14,003
                                                       --------     -------
   Gross profit                                          23,031      23,659

Operating expenses:
   Selling and marketing                                 15,218      17,244
   General and administrative                             1,716       1,694
   Amortization of intangibles                              294         311
                                                       --------     -------
          Total operating expenses                       17,228      19,249

Operating income                                          5,803       4,410

Interest expense                                            194         242
                                                       --------     -------

Income before income taxes                                5,609       4,168

Income taxes                                              2,075       1,563
                                                       --------     -------

Net income                                             $  3,534     $ 2,605
                                                       ========     =======

Earnings per share-basic:
   Net income per common share                         $   0.42     $  0.31
                                                       ========     =======

   Weighted average common shares                         8,358       8,307
                                                       ========     =======

Earnings per share-assuming dilution:
   Net income per common share                         $   0.40     $  0.30
                                                       ========     =======

   Weighted average common shares                         8,810       8,771
                                                       ========     =======
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                          CELESTIAL SEASONINGS, INC.
                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)
                                  (unaudited)

                                    ASSETS

<TABLE>
<CAPTION>
                                                                          December 31,      September 30,
                                                                              1999               1999
                                                                         ------------       ------------
<S>                                                                      <C>                <C>
Current assets:
  Cash and cash equivalents                                              $     1,995         $       637
  Accounts receivable, net of allowance for doubtful                          23,150              16,885
     accounts (Dec. - $375, Sept. - $727)
  Inventory                                                                    9,626              10,721
  Deferred income taxes                                                        2,576               3,461
  Prepaid income taxes                                                             -                 524
  Other current assets                                                         3,200               2,568
                                                                         -----------         -----------
     Total current assets                                                     40,547              34,796

Property, plant and equipment, net                                            24,110              23,540
Intangible assets, net                                                        11,926              12,078
Goodwill, net                                                                  5,520               5,590
Deferred income taxes                                                            292                 291
Other assets                                                                   4,822               4,552
                                                                         -----------         -----------

Total assets                                                             $    87,217         $    80,847
                                                                         ===========         ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                       $     8,519         $     6,587
  Accrued liabilities and wages                                                9,992               8,883
  Accrued income taxes                                                           638                   -
  Accrued interest payable                                                        84                  59
  Current portion of long-term debt                                              392                 375
                                                                         -----------         -----------
     Total current liabilities                                                19,625              15,904

Long-term debt                                                                 9,395              10,455

Commitments and contingencies

Stockholders' equity:
   Common stock, $.01 par value - authorized 15,000,000 shares:
   Dec. - issued 8,385,375 shares, outstanding 8,367,575 shares;
   Sept. - issued 8,369,135 shares, outstanding 8,351,335 shares                  84                  84
  Capital surplus                                                             35,865              35,691
  Retained earnings                                                           22,423              18,888
  Treasury stock, 17,800 shares of common stock at cost                         (175)               (175)
                                                                         -----------         -----------
     Total stockholders' equity                                               58,197              54,488
                                                                         -----------         -----------
Total liabilities and stockholders' equity                               $    87,217         $    80,847
                                                                         ===========         ===========
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                          CELESTIAL SEASONINGS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                    December 31,
                                                                                         ---------------------------------
                                                                                             1999                  1998
                                                                                         ------------         ------------
<S>                                                                                      <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                             $      3,534            $   2,605
  Adjustments to reconcile net income to net cash
    Provided by operating activities:
    Depreciation                                                                                  625                  430
    Amortization of intangibles                                                                   294                  311
    Amortization of financing fees                                                                 52                   52
    Deferred income taxes                                                                         884                 (149)
    Gain on sale of asset                                                                          (3)                (100)
  Changes in operating assets and liabilities:
    Accounts receivable                                                                        (6,265)              (3,988)
    Inventory                                                                                   1,095                3,981
    Prepaid and other current expenses                                                           (632)              (1,487)
    Accounts payable                                                                            1,932               (1,561)
    Accrued liabilities and wages                                                               1,109                 (585)
    Accrued income taxes                                                                        1,162                1,708
    Accrued interest payable                                                                       25                   32
                                                                                         ------------         ------------
Net cash provided by operating activities                                                       3,812                1,249
                                                                                         ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of assets                                                                      3                  148
  Capital expenditures                                                                         (1,195)                 (44)
  Increase in intangible assets                                                                   (71)                 (26)
  Increase in other assets                                                                       (322)                 (65)
                                                                                         ------------         ------------
Net cash (used in) provided by investing activities                                            (1,585)                  13
                                                                                         ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from common stock issuance                                                             174                   71
  Reduction in long-term debt, net                                                             (1,043)              (3,098)
                                                                                         ------------         ------------
Net cash used in financing activities                                                            (869)              (3,027)
                                                                                         ------------         ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            1,358               (1,765)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                  637                2,533
                                                                                         ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                               $      1,995         $        768
                                                                                         ============         ============

CASH PAID FOR INTEREST                                                                   $        110         $        160
CASH PAID FOR INCOME TAXES                                                               $         29         $          4
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>

                          CELESTIAL SEASONINGS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.   GENERAL

     Basis of Presentation - Each fiscal quarter includes thirteen weeks. The
Company's first fiscal quarter ends on the last Saturday of December. For
presentation purposes, however, the first fiscal quarter is presented as if it
ended on December 31.

     The unaudited consolidated financial statements include the accounts of the
Company and its subsidiaries. Intercompany balances have been eliminated in
consolidation.

     Interim Financial Information - The financial information contained herein
is unaudited but includes all normal and recurring adjustments which, in the
opinion of management, are necessary to present fairly the information set
forth. The unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements which are included in the
Company's Annual Report on Form 10-K/A for the year ended September 30, 1999.
The Company's business is seasonal; therefore, results for interim periods are
not necessarily indicative of results to be expected for the fiscal year of the
Company ending September 30, 2000. The Company believes that this Quarterly
Report filed on Form 10-Q is representative of its financial position, its
results of operations and its cash flows for the periods ended December 31, 1999
and 1998 covered thereby.

     Earnings Per Share - In accordance with Statement of Financial Accounting
Standards No. 128, "Earnings per Share," the increase in weighted average common
shares - assuming dilution is due to the application of the treasury share
method for outstanding stock options. The application of the treasury share
method resulted in an additional 452,000 and 464,000 weighted average shares for
the quarters ended December 31, 1999 and 1998, respectively.

     Comprehensive Income - In June 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income." SFAS 130 requires companies to disclose
comprehensive income and its components. The Company currently has no items of
other comprehensive income and therefore SFAS 130 does not apply.

                                       6
<PAGE>

     Operating Segments - The Company has two reportable segments, which are
segregated by product line: beverages and dietary supplements. The Company's
beverage products are sold in all 50 states and approximately 50 countries,
while its dietary supplement products are primarily sold in the United States.
Other includes corporate general and administrative expense and the Company's
direct retail business. Trade and consumer promotion expenses for specific
product lines are charged directly to operating segments.

<TABLE>
<CAPTION>
                                                             Three months ended
                                                                December 31,
                                                   ---------------------------------------
                                                        1999                        1998
                                                   ------------               ------------
         <S>                                       <C>                        <C>
         Net sales:
               Beverages                           $     32,149               $     31,821
               Dietary supplements                        1,688                      4,601
               Other                                      1,816                      1,240
                                                   ------------               ------------
                     Total net sales               $     35,653               $     37,662
                                                   ============               ============

         Operating income (loss):
               Beverages                           $      8,031               $     10,108
               Dietary supplements                           91                     (3,777)
               Other                                     (2,319)                    (1,921)
                                                   ------------               ------------
                      Total operating income              5,803                      4,410
         Interest expense                                  (194)                      (242)
                                                   ------------               ------------
         Income before income taxes                $      5,609               $      4,168
                                                   ============               ============


                                                    December 31,              September 30,
                                                         1999                     1999
                                                   ------------               ------------
         Assets:
               Beverages                           $     68,335               $     68,784
               Dietary supplements                        3,770                      4,771
               Other                                     15,112                      7,292
                                                   ------------               ------------
                      Total assets                 $     87,217               $     80,847
                                                   ============               ============
</TABLE>


2.       DETAIL OF INVENTORY ACCOUNTS

<TABLE>
<CAPTION>
                                                   December 31,               September 30,
                                                       1999                       1999
                                                   -------------              ------------
         <S>                                       <C>                        <C>
         Raw materials and supplies                $       6,670              $      7,901
         Work in process                                   1,460                     1,626
         Finished goods                                    4,288                     4,117
                                                   -------------              ------------
                                                          12,418                    13,644
         Less inventory reserves                          (2,792)                   (2,923)
                                                   -------------              ------------
         Total                                     $       9,626              $     10,721
                                                   =============              ============
</TABLE>

                                       7
<PAGE>

3.   LEGAL  PROCEEDINGS

     On May 5, 1995, a purported stockholder of the Company filed a lawsuit,
Schwartz v. Celestial Seasonings, Inc. et. al., in the United States District
Court for the District of Colorado (Civil Action Number: 95-K-1045), in
connection with disclosures by the Company concerning the Company's license
agreement with Perrier Group of America, Inc. which was terminated on January 1,
1995. In addition to the Company, the complaint names as defendants certain of
the Company's present and former directors and officers, PaineWebber, Inc.,
Shearson/Lehman Brothers, Inc., and Vestar/Celestial Investment Limited
Partnership. The complaint, which was pled as a class action on behalf of
persons who acquired the Company's common stock from July 12, 1993 through May
18, 1994, sought money damages from the Company and the other defendants for the
class in the amount of their loss on their investment in the Company's common
stock, punitive damages, costs and expenses of the action, and such other relief
as the court may order.

     On November 6, 1995, the federal district court granted a motion by the
 Company and the other defendants to dismiss the case. On September 5, 1997,
 however, the court of appeals reversed the decision of the district court and
 returned the case to the district court for further proceedings. The case was
 certified as a class action.

     On November 4, 1999, the Company reached a settlement with the plaintiff,
 which resulted in a pre-tax charge of $1.2 million during the fourth quarter of
 1999. The settlement is subject to completion of a definitive settlement
 stipulation to be filed in the district court, court approval of the settlement
 and finalization of court proceedings. The Company anticipates that the
 settlement will be finalized in the spring of 2000.

     The Company is also a party to ordinary routine litigation incidental to
 its business. The Company does not expect any of such incidental litigation to
 have a material adverse effect on the Company's results of operations or
 financial condition.

                                       8
<PAGE>

                          CELESTIAL SEASONINGS, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Seasonality

         The Company's business is seasonal and its quarterly results of
operations reflect the results of increased demand for the Company's hot tea
products in the cooler months of the year. The following table sets forth
selected unaudited quarterly consolidated financial and operational data for the
five most recent quarters.

<TABLE>
<CAPTION>
                                                                              Quarter Ended
                                    ---------------------------------------------------------------------------------------------
                                     Fiscal 2000                                     Fiscal 1999
                                    -------------   -----------------------------------------------------------------------------
                                                       Sept. 30          Sept. 30
                                                      after non-        before non-
                                       Dec. 31      recurring items   recurring items      June 30        Mar. 31       Dec. 31
                                    -------------   ---------------   ---------------    -----------    -----------   -----------
                                                                                  (in thousands)
<S>                                 <C>             <C>               <C>                <C>            <C>           <C>
Case sales                               1,783             1,194             1,267           1,229          1,733         1,896
Net sales                            $  35,653       $    19,876       $    24,974       $  20,737      $  31,576     $  37,662
Gross profit                            23,031             5,321            14,426          12,705         21,244        23,659
Operating income (loss)                  5,803            (7,061)            3,244           2,054          4,367         4,410
Operating margin                          16.3%            (35.5)%            12.9%            9.9%          13.8%         11.7%
Net income (loss)                    $   3,534       $    (3,933)      $     1,977       $   1,202      $   2,613     $   2,605
Percent of fiscal year net sales           N/A               N/A              21.7%           18.0%          27.5%         32.8%
</TABLE>

         Quarterly fluctuations in sales volume and operating results are due to
a number of factors, including the timing of trade promotions, advertising and
consumer promotions. Due to the timing and extent of these factors, the impact
on sales volume and operating results can be significant.

         During the fourth quarter of 1999, the Company decided to cease
production of its 30 count dietary supplements product line. In conjunction with
the discontinuance of the 30 count products, the Company decided to offer a
return program to its customers. Accordingly, the Company reversed sales and
cost of sales for the estimated 30 count products still with customers and
recorded a write-down of inventory on hand and expected to be returned. The
estimated sales returns were $5.1 million and the net effect on cost of goods
sold of the estimated returns and inventory write-offs was $4.0 million. The
effect of these non-recurring items is reflected in the table above. The
non-recurring items set forth above also include the cost relating to the
lawsuit settlement previously described.

                                       9
<PAGE>

Results of Operations

         The following table is derived from the Company's unaudited
consolidated income statements for the periods indicated and presents (i) the
results of operations as a percentage of net sales and (ii) the percentage
change in the dollar amounts of each item from the prior period.

<TABLE>
<CAPTION>
                                                                                            Period-to-Period
                                                     Percentage of Net Sales               Increase/(Decrease)
                                                 ---------------------------------      --------------------------
                                                        Three Months Ended                 Three Months Ended
                                                           December 31,                       December 31,
                                                 ---------------------------------      --------------------------
                                                     1999                1998                 1999 to 1998
                                                 -------------       -------------      --------------------------
         <S>                                     <C>                 <C>                <C>
         Net sales                                  100.0%             100.0%                    (5.3)%
         Cost of goods sold                          35.4               37.2                     (9.9)
                                                 --------            -------
         Gross profit                                64.6               62.8                      2.7
         Selling and marketing                       42.7               45.8                    (11.7)
         General and administrative                   4.8                4.5                      1.3
         Amortization of intangibles                  0.8                0.8                     (5.8)
                                                 --------            -------
         Operating income                            16.3               11.7                     31.6
         Interest expense                             0.6                0.6                    (19.8)
                                                 --------            -------
         Income before income taxes                  15.7               11.1                     34.6
         Income taxes                                 5.8                4.2                     32.8
                                                 --------            -------
         Net income                                   9.9%               6.9%                    35.7%
                                                 ========            =======
</TABLE>

Three Months Ended December 31, 1999 Compared to the Three Months Ended
December 31, 1998

         Net sales. Net sales for the three months ended December 31, 1999
decreased 5.3% to $35.7 million from $37.7 million for the comparable period in
fiscal 1999. The decrease in net sales was primarily the result of decreased
sales volume of the Company's dietary supplement products. The Company's dietary
supplement products contributed net sales of approximately $1.6 million during
the first quarter of fiscal 2000, as compared to $4.6 million for the comparable
period in fiscal 1999. Revenues from dietary supplements in fiscal 1999
reflected retailers' initial stocking of the Company's products and, as a
result, were significantly higher than fiscal 2000 revenues. Net sales of the
Company's beverage products increased 1% to $32.1 million from $31.8 million
for the comparable period in fiscal 1999. Beverage revenue was adversely
affected by unusually warm weather in November 1999 and a downward adjustment in
inventories of the Company's products maintained by retailers. Management
believes that, while the adjustment in retailer inventories is largely
completed, revenues in the second quarter of fiscal 2000 could still be
affected.

         Gross profit. Gross profit for the three months ended December 31, 1999
decreased 2.7% to $23.0 million from $23.7 million for the comparable period in
fiscal 1999. The Company's gross profit margin as a percent of net sales
increased to 64.6% from 62.8% in the same quarter last year. The Company
experienced increased margins as a result of better tea product mix, improved
efficiencies in manufacturing, and lower sales of dietary supplements that
generate lower gross margins.

         Selling and marketing expenses. Selling and marketing expenses for the
three months ended December 31, 1999 decreased 11.7% to $15.2 million from $17.2
million for the comparable period in fiscal 1999, and decreased as a percentage
of net sales to 42.7% from 45.8%. The decrease in selling and marketing expenses
was primarily due to lower advertising expenses, much of which related to
dietary supplements last year, offset by increased trade spending on tea which
included funding to build new distribution on tea.

                                       10
<PAGE>

         General and administrative expenses. General and administrative
expenses for the three months ended December 31, 1999 remained consistent with
the comparable period in fiscal 1999.

         Amortization of intangibles. Amortization of intangibles, including
amortization of goodwill and other intangible assets for the three months ended
December 31, 1999, remained consistent with the comparable period in fiscal
1999.

         Operating income. Operating income for the three months ended December
31, 1999, increased 31.6% to $5.8 million from $4.4 million for the comparable
period in fiscal 1999, primarily due to selling and marketing expenses.
Operating income as a percentage of net sales increased to 16.3% from 11.7%.

         Interest expense. Interest expense for the three months ended December
31, 1999 decreased by $48,000 from the comparable period in fiscal 1999.

         Income taxes. Income tax expense for the three months ended December
31, 1999 increased 32.8% from the comparable period in fiscal 1999 due to
increased pre-tax income.

Liquidity and Capital Resources

         The operations of the Company historically have been funded with a
combination of internally generated funds and external borrowings. Other than
funding ongoing operations, the Company's principal uses of funds in the future
will be the development of new or existing beverage, dietary supplement and
other products and the possible acquisition of brands, product lines or other
assets. The Company expects its primary sources of financing for its future
business activities will be funds from operations plus borrowings under credit
facilities. The Company currently believes that funds from operations and funds
expected to be available under the Company's credit facilities are likely to be
sufficient to meet operating and capital requirements unless a significant
acquisition is made.

         Cash and cash equivalents increased $1.4 million for the three months
ended December 31, 1999. Cash provided by operating activities was $3.8 million
for the three months ended December 31, 1999. The Company used cash flow for
investing activities in the amount of $1.6 million, and financing activities
used cash of $869,000 for the three months ended December 31, 1999.

         The Company incurred capital expenditures of approximately $1.2 million
during the three months ended December 31, 1999, primarily for factory and
computer equipment and $71,000 for the design and development of new packaging
artwork. The Company currently anticipates capital expenditures of approximately
$4.5 million in fiscal 2000.

Year 2000 Compliance

         The Company's internal business systems have experienced no material
Year 2000 compliance related problems. In addition, the Company is not aware of
any Year 2000 related issues with any of its customers, suppliers or other third
parties with whom it has business relationships. The Company does not expect any
significant financial statement or operational impact due to Year 2000 related
issues.

Forward Looking Statements

         The statements contained in this Quarterly Report on Form 10-Q which
are not historical facts, including, but not limited to, statements found under
the captions "Results of Operations," "Liquidity and Capital Resources" and
"Year 2000 Compliance" above, are forward-looking statements that involve a
number

                                       11
<PAGE>

of risks and uncertainties. The actual results of the future events described in
such forward-looking statements could differ materially from those stated in
such forward-looking statements. Among the factors that could cause actual
results to differ materially are the risks and uncertainties discussed in this
Quarterly Report, including, without limitation, the portions of such reports
under the captions referenced above, and the uncertainties set forth from time
to time in the Company's filings with the Securities and Exchange Commission,
and other public statements. Such risks and uncertainties include, without
limitation, seasonality, interest in the Company's products, general economic
conditions, consumer trends, consumer and store acceptance of new products,
inventory adjustments by retailers, costs and availability of raw materials and
management information systems, competition, litigation and the effect of
governmental regulation. The Company disclaims any intention or obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.

                                       12
<PAGE>

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

The information in Note 3 to the Unaudited Consolidated Financial Statements
included in Part I is incorporated herein.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a)      Exhibits
         --------

Exhibit No.                              Description
----------                               -----------

  23.1       -   Report of Deloitte & Touche LLP on unaudited consolidated
                 financial statements

(b)      Reports on Form 8-K
         -------------------

         There were no reports on Form 8-K for the quarter ended December 31,
         1999.

                                       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.



                                    CELESTIAL SEASONINGS, INC.
                                    (Registrant)


         February 4, 2000           By: /s/ David I. Rosenthal
                                        ----------------------
                                          David I. Rosenthal

                                          Sr. Director of Finance
                                          (Principal Financial Officer)

                                       14
<PAGE>

                               INDEX TO EXHIBITS


The following exhibits are filed pursuant to Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
                                                                                  Sequentially
                                                                                    Numbered
 Exhibit No.                                   Description                            Pages
 ----------                                    -----------                           ------
 <S>              <C>                                                             <C>
   23.1       -   Report of Deloitte & Touche LLP on unaudited consolidated            16
                  financial statements
</TABLE>

                                       15