<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   July 3, 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  0-14643
                       ---------------------------------------------------------

                         KENT ELECTRONICS CORPORATION
--------------------------------------------------------------------------------
             Exact name of registrant as specified in its charter)


                 Texas                                    74-1763541
--------------------------------------------------------------------------------
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

   1111 Gillingham Lane, Sugar Land, Texas                  77478
--------------------------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (281) 243-4000
                                                   -----------------------------
      Not applicable
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

          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.

     At August 12, 1999, 27,986,828 shares of common stock, no par value, were
outstanding.
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (In thousands)

<TABLE>
<CAPTION>
                                                          July 3,    April 3,
                                                            1999       1999
                                                        ----------   --------
                                                        (Unaudited)
<S>                                                     <C>          <C>
            ASSETS
CURRENT ASSETS
     Cash and cash equivalents (including temporary
       investments of $108,139 at July 3 and
       $206,919 at April 3)...........................    $105,504   $207,942
     Accounts receivable, less allowance of $1,040
       at July 3 and $991 at April 3..................     140,019    103,364
     Inventories
       Materials and purchased products...............     144,440    118,535
       Work in process................................       3,852      6,349
                                                          --------   --------
                                                           148,292    124,884
     Other............................................      14,964     17,549
                                                          --------   --------
         Total current assets.........................     408,779    453,739

PROPERTY AND EQUIPMENT
     Land.............................................       8,168      8,168
     Buildings........................................      43,910     43,817
     Equipment, furniture and fixtures................     126,576    124,194
     Leasehold improvements...........................       2,711      2,681
                                                          --------   --------
                                                           181,365    178,860
     Less accumulated depreciation and amortization...     (54,496)   (50,496)
                                                          --------   --------
                                                           126,869    128,364

OTHER ASSETS..........................................       7,006      7,095

COST IN EXCESS OF NET ASSETS ACQUIRED,
     less accumulated amortization of $3,653 at
     July 3 and $3,320 at April 3.....................      91,205     15,443
                                                          --------   --------
                                                          $633,859   $604,641
                                                          ========   ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                  Page 2 of 16
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)

<TABLE>
<CAPTION>

                                                       July 3,     April 3,
                                                         1999        1999
                                                      ----------   --------
                                                      (Unaudited)
<S>                                                   <C>          <C>
        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable...............................    $ 66,077   $ 47,149
     Accrued compensation...........................      11,785     13,862
     Other accrued liabilities......................      17,656      6,950
                                                        --------   --------
         Total current liabilities..................      95,518     67,961

LONG-TERM DEBT, less current maturities.............     207,000    207,000

DEFERRED INCOME TAXES...............................       7,998      8,511


STOCKHOLDERS' EQUITY
     Preferred stock, $1 par value per share;
       authorized 2,000,000 shares; none issued.....         ---        ---
     Common stock, no par value; authorized
       60,000,000 shares; 28,033,159 shares issued
       and 27,983,159 shares outstanding at July 3
       and 28,013,375 shares issued and 27,963,375
       shares outstanding at April 3................      63,746     63,553
     Additional paid-in capital.....................     117,583    117,511
     Retained earnings..............................     142,991    141,082
                                                        --------   --------
                                                         324,320    322,146
     Less common stock in treasury - at cost,
       50,000 shares................................        (977)      (977)
                                                        --------   --------
                                                         323,343    321,169
                                                        --------   --------
                                                        $633,859   $604,641
                                                        ========   ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                  Page 3 of 16
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Thirteen Weeks Ended
                                                           --------------------
                                                             July 3,   June 27,
                                                              1999       1998
                                                           ---------   --------
                                                               (Unaudited)
<S>                                                        <C>         <C>
Net sales.....................................              $205,176   $157,057
Cost of sales.................................               173,146    125,969
                                                            --------   --------
  Gross profit................................                32,030     31,088

Selling, general and administrative expenses..                28,091     24,631
                                                            --------   --------
  Operating profit............................                 3,939      6,457
Other income (expense)
  Interest expense............................                (2,578)    (2,574)
  Other - net.................................                 1,782      2,875
                                                            --------   --------
    Earnings before income taxes..............                 3,143      6,758
Income taxes..................................                 1,234      2,650
                                                            --------   --------

    NET EARNINGS..............................              $  1,909   $  4,108
                                                            ========   ========

Earnings per common share:
    Basic.....................................              $    .07   $    .15
                                                            ========   ========
    Diluted...................................              $    .07   $    .15
                                                            ========   ========

Weighted average shares:
    Basic.....................................                27,974     27,213
                                                            ========   ========
    Diluted...................................                28,329     27,912
                                                            ========   ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                  Page 4 of 16
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

<TABLE>
<CAPTION>
                                                          Thirteen Weeks Ended
                                                          --------------------
                                                           July 3,    June 27,
                                                            1999        1998
                                                          ---------   --------
                                                               (Unaudited)
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings......................................    $  1,909   $  4,108
     Adjustments to reconcile net earnings to net
       cash used by operating activities
         Depreciation and amortization.................       4,341      3,501
         Provision for losses on accounts receivable...          49         39
         Loss (gain) on sale of property
           and equipment...............................           3         (5)
         Stock option expense..........................          72         81
         Unrealized gain on trading securities.........         ---        (29)
         Change in assets and liabilities, net of
           effects from business acquisitions
           Accounts receivable.........................     (15,283)    (4,437)
           Inventories.................................      (2,699)    (6,248)
           Other current assets........................       1,616        183
           Other assets................................         160        300
           Accounts payable............................      (3,341)    (4,099)
           Accrued compensation........................      (2,542)    (2,707)
           Other accrued liabilities...................       2,989      2,442
           Income taxes................................         ---     (2,329)
           Deferred income taxes.......................          25         25
           Long-term liabilities.......................         ---        387
                                                           --------   --------
                 Total adjustments.....................     (14,610)   (12,896)
                                                           --------   --------
                 Net cash used by operating
                   activities..........................     (12,701)    (8,788)

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures..............................      (1,675)    (4,315)
     Business acquisitions.............................     (64,000)       ---
     Proceeds from sale of property and equipment......         ---          5
                                                           --------   --------
         Net cash used by investing activities.........     (65,675)    (4,310)
</TABLE>

                                  (Continued)

                                  Page 5 of 16
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

<TABLE>
<CAPTION>
                                                          Thirteen Weeks Ended
                                                          --------------------
                                                           July 3,    June 27,
                                                            1999        1998
                                                          ---------   --------
                                                              (Unaudited)
<S>                                                       <C>         <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Payment on long-term debt of acquired businesses     $ (24,255)  $    ---
     Issuance of common stock..........................         174        892
     Tax effect of common stock issued upon exercise
       of employee stock options.......................          19      3,020
                                                          ---------   --------
         Net cash (used) provided by financing
             activities................................     (24,062)     3,912
                                                          ---------   --------

NET DECREASE IN CASH...................................    (102,438)    (9,186)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.......     207,942    179,907
                                                          ---------   --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD.............   $ 105,504   $170,721
                                                          =========   ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid (received) during the period for:
       Interest........................................   $     ---   $    ---
       Income taxes....................................      (1,217)     1,941
</TABLE>

The accompanying notes are an integral part of these statements.

                                  Page 6 of 16
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Accounting Policies
-------------------

The consolidated balance sheet as of July 3, 1999, and the consolidated
statements of earnings and cash flows for the thirteen week periods ended July
3, 1999 and June 27, 1998, have been prepared by the Company without audit.  In
the opinion of management, the financial statements include all adjustments
necessary for a fair presentation.  All adjustments made were of a normal
recurring nature.  Interim results are not necessarily indications of results
for a full year.  For further financial information, refer to the audited
financial statements of the Company and notes thereto for the fiscal year ended
April 3, 1999, included in the Company's Form 10-K for that period.

Business Acquisitions
---------------------

On April 5, 1999, the Company acquired all the outstanding common stock of
SabreData, Inc. ("SabreData") for a cash purchase price of $31.0 million plus
the assumption of approximately $2.2 million of interest bearing obligations
which were subsequently retired.  SabreData is a Texas based network integrator
with sales of approximately $37.0 million for the year ended December 31, 1998.

On June 3, 1999, the Company acquired certain assets and assumed certain
liabilities of Advacom, Inc. ("Advacom") for a cash purchase price of $33.0
million plus the assumption of approximately $21.8 million of interest bearing
obligations which were retired on the day of closing.  Advacom is a Pennsylvania
based distributor of electronic connectors and passive and electromechanical
components which generated approximately $112.0 million in revenue for the year
ended December 31, 1998.

Cash and Cash Equivalents
-------------------------

Temporary investments may be greater than the cash and cash equivalents balance
because they may be offset by individual bank accounts with a book overdraft
position within the same bank where multiple accounts are maintained.

Earnings Per Share
------------------

Basic earnings per common share is computed using the weighted average number of
shares outstanding. Diluted earnings per common share is computed using the

                                  Page 7 of 16
<PAGE>

weighted average number of shares outstanding adjusted for the incremental
shares attributed to outstanding options to purchase common stock. Incremental
shares of 0.4 million and 0.7 million were used in the calculation of diluted
earnings per common share for the thirteen week periods ended July 3, 1999 and
June 27, 1998, respectively.  The calculation of earnings per share does not
include approximately 4.2 million shares issuable upon conversion of the 4 1/2%
Convertible Subordinated Notes due 2004, because inclusion of such shares would
be antidilutive.


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations
---------------------

Net sales for the thirteen week period ended July 3, 1999 increased $48.1
million, or 30.6%, compared to the same period of the prior year.  Distribution
sales increased 29.5% as a result of the addition of a full quarter of SabreData
sales, one month of Advacom sales, a growing demand for networking products and
services, and a strengthening market for passive components.  Contract
manufacturing revenues increased 33.9% primarily as a result of sales of the
division's expanded manufacturing services to new customers in the network
systems and telecommunications industries and as a result of a recovery of the
semiconductor capital equipment market.

Gross profit increased $0.9 million, or 3.0%, to $32.0 million for the thirteen
weeks compared to the corresponding period a year ago.  As a percentage of
sales, gross profit was 15.6%, down from the 19.8% reported in the comparable
period of the previous year, but up from the 14.9% reported in the quarter ended
April 3, 1999.  The decrease in the gross profit percentage from the prior year
was primarily due to plant and equipment under-utilization in the Company's
contract manufacturing facilities, product mix changes and continued pricing
pressures. The sequential increase in the gross profit percentage primarily
reflects improved utilization of the Company's contract manufacturing facilities
and the impact of the SabreData and Advacom acquisitions.

Selling, general and administrative ("SG&A") expenses increased $3.5 million, or
14.0%, compared to the corresponding period last year.  However, as a percentage
of sales, SG&A expenses decreased to 13.7% from 15.7%, compared to the same
period

                                  Page 8 of 16
<PAGE>

a year ago and 14.4% reported in the quarter ended April 3, 1999.  The increase
in SG&A expenses was primarily due to the acquisitions of SabreData and Advacom
and the expenses necessary to support the Company's existing operations.  The
Company continues to focus on cost containment and expense reduction initiatives
across the Company.

Interest expense consists of interest on the 4 1/2% Convertible Subordinated
Notes due 2004.

Other-net consists principally of interest and dividend income generated by cash
and cash equivalents.  The decrease in interest and dividend income for the
thirteen week period compared to the corresponding period a year ago was
primarily due to lower cash balances resulting from the acquisitions of
SabreData and Advacom during the quarter.

The Company reported net earnings of $1.9 million for the thirteen week period,
compared to net earnings of $4.1 million in the corresponding period a year ago.
The decrease in net earnings from the prior year quarter was primarily due to
the decrease in the gross profit percentage combined with an increase in SG&A
expenses, partially offset by an increase in net sales.

Liquidity and Capital Resources
-------------------------------

Working capital at July 3, 1999 was $313.3 million, a decrease of $72.5 million,
or 18.8%, since April 3, 1999.  The decrease was primarily the result of the
cash expended for the purchase of SabreData and Advacom during the quarter.

The Company's working capital at July 3, 1999 included investments of $108.1
million, a decrease of $98.8 million since April 3, 1999.  The Company's
investment strategy is low-risk and short-term, keeping the funds readily
available to meet capital requirements as they arise in the normal course of
business.  At July 3, 1999, funds were invested in institutional money market
funds, which are compatible with the Company's stated investment strategy.

The Company intends to apply its capital resources to expand its business by
establishing or acquiring similar distribution and manufacturing operations in
geographic areas that are attractive to the Company, by acquiring new facilities
or by enlarging or improving existing facilities.  In addition to the capital
required to purchase existing businesses or to fund start-up operations, the
expansion of the Company's operations at both new and existing locations will

                                  Page 9 of 16
<PAGE>

require greater levels of capital to finance the purchase of additional
equipment, increased levels of inventory and greater accounts receivable.  The
Company believes that current resources, including funds generated from
operations, should be sufficient to meet its current capital requirements.

Year 2000 Statement
-------------------

The Year 2000 Issue results from computer hardware and software systems that
were not designed to distinguish between centuries and may not accommodate some
or all dates beyond the year 1999. Therefore, computer hardware and software
systems will need to be modified prior to the year 2000 in order to remain
functional.

The Company has substantially completed a comprehensive inventory of its
critical systems, equipment and facilities. The Company's business Information
Technology (IT) systems include business applications, computing hardware and
software and related networking equipment and software. Non-IT systems are
primarily embedded technology such as microcontrollers, used in its facilities
and the manufacture or distribution of the Company's products. As part of its
systems inventory process, the Company categorized each of its IT and non-IT
systems as critical, medium, or low priority, based upon the potential impact to
the Company of the failure of such a system to be ready for the year 2000. As a
result of the Company's strategic migration to new application systems that
began in 1995, substantially all of the Company's IT systems use hardware and
software platforms that the vendors have represented to be Year 2000 compliant.
The Company has resolved most Year 2000 Issues with the IT systems of SabreData
and Advacom through integration with the Company's systems and expects the
remaining systems to be compliant or replaced by the end of September 1999.  In
addition, vendors have represented that the majority of the Company's non-IT
systems are Year 2000 compliant.  Nonetheless, for hardware or software which
the Company had categorized as being critical and medium, the Company conducted
testing to verify the vendors' representations. Testing of the Company's IT and
non-IT systems that the Company categorized as critical and medium is
substantially complete.  Many low priority systems will not be tested as their
failure would not be expected to have a material impact on the Company. In
general, the Company expects to resolve any remaining Year 2000 Issues through
planned upgrades or the replacement of its IT and non-IT systems, equipment and
facilities that the Company categorized as critical or medium in priority. While
the total costs of the Company's Year 2000 project are still being evaluated,
the Company estimates that the costs to be incurred in calendar 1999 and 2000
associated with assessing, remediating and testing its IT and non-IT systems
will not exceed $0.5 million. This estimate

                                 Page 10 of 16
<PAGE>

assumes that the Company will not incur significant Year 2000 related costs on
behalf of its suppliers, customers or third parties. It is possible that the
Company may need to reassess its estimate of Year 2000 costs in the event the
Company completes an acquisition of, or makes a material investment in,
substantial facilities or another business entity.

One component of the Company's Year 2000 program is to monitor the Year 2000
readiness efforts of suppliers, service providers and other entities with which
the Company has a business relationship. These assessments of third parties are
nearing completion. Although the Company does not expect the costs of its Year
2000 project to have a material adverse effect on its financial position,
results of operations or cash flows, because the Company is relying, in large
measure, on statements made by such third parties in order to prepare its
assessment of third parties and its estimates of costs, the lack of
responsiveness or accuracy in such third-party statements could materially
affect the assessments and the costs of the Company's Year 2000 project. As a
result, the Company cannot predict the potential consequences if third parties
or their products are not Year 2000 compliant. While the Company believes its
efforts to address the Year 2000 Issues will be successful in avoiding any
material adverse effect on the Company's operations or financial condition, the
most reasonably likely worst case Year 2000 scenario would be the failure of a
group of third-party suppliers to conduct their respective operations after
calendar 1999 such that the Company's ability to maintain, manufacture and
distribute its products and services would be limited for some indeterminate
period of time. In addition to the suppliers of products that the Company
distributes, the Company relies on third-party suppliers of transportation
services, including express delivery services, both in obtaining products for
assembly and manufacturing, and in distributing its products after receiving an
order from a customer. If there were a widespread failure in the ability of such
transportation enterprises to be able to provide services, it would likely cause
temporary financial losses and an inability of the Company to provide products
and services to its customers. Furthermore, some of the products distributed by
the Company are available only from a single source (due to product branding) or
from a limited group of suppliers (due to technical specifications).
Consequently, the failure of such suppliers to be fully prepared for the Year
2000 advent could disrupt the Company's ability to meet customer expectations.

Throughout calendar 1999 and the early part of the year 2000, the Company will
continue to assess its Year 2000 Issues related to its physical plant and
equipment, products, suppliers, and customers. As a part of that assessment, the

                                 Page 11 of 16
<PAGE>

Company is engaged in a contingency planning process integral to its Year 2000
program. The contingency planning phase consists of developing a risk profile of
the Company's critical business processes, and then establishing a plan of
action that the Company may pursue to keep such processes operational in the
event that third parties suffer Year 2000 disruptions. The Company will continue
to monitor the efforts of third parties and public infrastructure to prepare for
the Year 2000, and may modify and adjust its contingency plan throughout the
year as additional information becomes available. In certain cases, especially
the failure of national infrastructure, there may be no practical alternative
course of action available to the Company.

The above disclosure is a "Year 2000 Readiness Disclosure" made with the
intention to comply fully with the Year 2000 Information and Readiness
Disclosure Act of 1998, Pub. L. No. 105-271, 112 Stat. 2386, signed into law
October 19, 1998. All statements made herein shall be construed within the
confines of that Act. To the extent that any reader of the above Year 2000
Readiness Disclosure is other than an investor or potential investor in the
Company's -- or any affiliate's -- equity or debt securities, this disclosure is
made for the sole purpose of communicating or disclosing information aimed at
correcting, helping to correct and/or avoid Year 2000 failures.

Risks Relating to Forward-Looking Statements
--------------------------------------------

The Company is including the following cautionary statements to secure the
protection of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 for all forward-looking statements made by the Company in
this Quarterly Report on Form 10-Q.  Forward-looking statements include, without
limitation, any statement that may predict, forecast, indicate or imply future
results, performance or trends, and may contain the words "expect," "should,"
"will" or words or phrases of similar meaning.  In addition, the forward-looking
statements speak only of the Company's view as of the date the statement was
made, and the Company disclaims any obligation to update any forward-looking
statements to reflect events or circumstances after the date hereof.

Forward-looking statements involve risks and uncertainties which could cause
actual results, performance or trends to differ materially from those expressed
in the forward-looking statements.  The Company believes that all forward-
looking statements made by it have a reasonable basis, but there can be no
assurance that management's expectations, beliefs or projections as expressed in
the forward-looking statements will actually occur or prove to be correct.
Factors that could

                                 Page 12 of 16
<PAGE>

cause actual results to differ materially from those discussed in the forward-
looking statements include, but are not limited to, the factors discussed in the
Company's Annual Report on Form 10-K for the fiscal year ended April 3, 1999.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

In the normal course of business, the Company could be exposed to market risk
from changes in interest rates.  The Company continually monitors exposure to
market risk and, when appropriate, develops strategies to manage this risk.
Management does not use derivative financial instruments for trading or to
speculate on changes in interest rates.  Currently, the Company's interest rate
risk, if any, relates to its 4 1/2% Convertible Subordinated Notes Due 2004.

                          PART II - OTHER INFORMATION

Items 1, 2, 3 and 5 are not applicable and have been omitted.
Item 4.  Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

The Company held its Annual Meeting of Shareholders on July 1, 1999.  At such
meeting, Messrs. Morrie K. Abramson and Alvin L. Zimmerman were elected to serve
as directors of the Company for the next three years. In addition, shareholders
ratified the appointment of Grant Thornton LLP as the Company's independent
public accountants for the fiscal year ending April 1, 2000.

<TABLE>
<CAPTION>
                                                            Votes Against
                                                             or Withheld     Votes     Broker
Proposal                                 Votes For            Authority    Abstained  Non-Votes
----------                             -------------        -------------  ---------  ---------
<S>                                    <C>                  <C>            <C>        <C>

1.  Election of Directors:
    Morrie K. Abramson                 23,958,781               438,383        0          0
    Alvin L. Zimmerman                 23,968,376               428,788        0          0

2.  Approval and ratification
    of the appointment of
    Grant Thornton LLP as the
    Company's independent
    public accountants for the
    fiscal year ending
    April 1, 2000.                     24,301,301               49,508    46,355          0
</TABLE>

                                 Page 13 of 16
<PAGE>

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

     (a)  Exhibits:
          11 - Computation of Earnings Per Share.
          27 - Financial Data Schedule.

     (b)  Reports on Form 8-K:
          Not applicable.

                                 Page 14 of 16
<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.


                                       KENT ELECTRONICS CORPORATION
                                   --------------------------------------
                                              (Registrant)



Date:   August 16, 1999               By: /s/ Morrie K. Abramson
      ---------------------------        ---------------------------------------
                                         Morrie K. Abramson
                                         Chairman of the Board, Chief
                                         Executive Officer and Director
                                         (Principal Executive Officer)



Date:   August 16, 1999               By: /s/ Stephen J. Chapko .
      ---------------------------        ---------------------------------------
                                         Stephen J. Chapko
                                         Executive Vice President, Chief
                                         Financial Officer, Treasurer and
                                         Secretary (Principal Financial
                                         Officer)



Date:   August 16, 1999               By: /s/ David D. Johnsonn
      ---------------------------        ---------------------------------------
                                         David D. Johnson
                                         Vice President, Corporate
                                         Controller (Principal Accounting
                                         Officer)

                                 Page 15 of 16