<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-K
 
(Mark One)
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934
 
For the fiscal year ended December 31, 1998
 
                                       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: 0-26002
 
               PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
Delaware                                              13-3702808
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(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)
 
One New York Plaza, 13th Floor, New York, NY    10292
--------------------------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)
 
Registrant's telephone number, including area code: (212) 778-7866
 
Securities registered pursuant to Section 12(b) of the Act:
                                   None
--------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
                         Units of Limited Partnership Interest
--------------------------------------------------------------------------------
                                 (Title of class)
 
   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 CK No __
 
   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  ]
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
   Agreement of Limited Partnership of the Registrant, dated March 19, 1993,
included as part of Registration Statement on Form S-1 (File No. 33-59828) filed
with the Securities and Exchange Commission March 19, 1993 pursuant to Rule
424(b) of the Securities Act of 1933, and amended and restated as of May 6,
1993, is incorporated by reference into Part IV of this Annual Report on Form
10-K
 
   Annual Report to Limited Partners for the year ended December 31, 1998 is
incorporated by reference into Parts II and IV of this Annual Report on Form
10-K
 
                                Index to exhibits can be found on pages 7 and 8.
<PAGE>
               PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.
                            (a limited partnership)
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I                                                                                         PAGE
<S>        <C>                                                                                <C>
Item  1    Business.........................................................................    3
Item  2    Properties.......................................................................    3
Item  3    Legal Proceedings................................................................    3
Item  4    Submission of Matters to a Vote of Limited Partners..............................    4
 
PART II
Item  5    Market for the Registrant's Units and Related Limited Partner Matters............    4
Item  6    Selected Financial Data..........................................................    4
Item  7    Management's Discussion and Analysis of Financial Condition and Results of
             Operations.....................................................................    4
Item 7A    Quantitative and Qualitative Disclosures About Market Risk.......................    4
Item  8    Financial Statements and Supplementary Data......................................    4
Item  9    Changes in and Disagreements with Accountants on Accounting and Financial
             Disclosure.....................................................................    4
 
PART III
Item 10    Directors and Executive Officers of the Registrant...............................    4
Item 11    Executive Compensation...........................................................    6
Item 12    Security Ownership of Certain Beneficial Owners and Management...................    6
Item 13    Certain Relationships and Related Transactions...................................    6
 
PART IV
Item 14    Exhibits, Financial Statement Schedules and Reports on Form 8-K..................    7
           Financial Statements and Financial Statement Schedules...........................    7
           Exhibits.........................................................................    7
           Reports on Form 8-K..............................................................    8
SIGNATURES..................................................................................    9
</TABLE>
                                       2
<PAGE>
                                     PART I
 
Item 1. Business
 
General
 
   Prudential Securities Aggressive Growth Fund L.P. (the 'Registrant'), a
Delaware limited partnership, was formed on February 17, 1993 and will terminate
on December 31, 2013 unless terminated sooner under the provisions of the
Amended and Restated Agreement of Limited Partnership (the 'Partnership
Agreement'). The Registrant was formed to engage in the speculative trading of a
portfolio consisting primarily of commodity futures, forward and options
contracts. On August 2, 1993, the Registrant completed its initial offering with
sales of 102,383 units of limited partnership interest and 1,500 units of
general partnership interest (collectively, 'Units') which resulted in net
proceeds to the Registrant of $10,180,534. The Registrant continued to offer
Units on a monthly basis until the continuous offering was terminated on January
31, 1995. Additional contributions raised through the continuous offering
resulted in additional net proceeds to the Registrant of $9,988,243. The
Registrant's fiscal year for book and tax purposes ends on December 31.
 
   Since October 1, 1997, trading decisions for the Registrant are made by Eagle
Trading Systems, Inc. ('Eagle') and Welton Investment Corporation, independent
commodity trading managers. Eagle replaced Sjo, Inc. ('Sjo') as a trading
manager effective October 1, 1997. Eagle receives management fees at the same
rate as did Sjo (a monthly fee on traded assets equal to a 2% annual rate). In
addition, Eagle earns a quarterly incentive fee equal to 23% of New High Net
Trading Profits (as defined in the Advisory Agreement among the Registrant, the
General Partner and Eagle) as compared to a monthly incentive fee of 15% paid to
Sjo. The General Partner retains the authority to override trading instructions
that violate the Registrant's trading policies.
 
   The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.
 
General Partner
 
   The general partner of the Registrant is Prudential Securities Futures
Management Inc. (the 'General Partner') which is a wholly owned subsidiary of
Prudential Securities Incorporated ('PSI'), which in turn is a wholly owned
subsidiary of Prudential Securities Group Inc. ('PSGI'). PSI was the principal
underwriter of the limited partnership units and is the commodity broker of the
Registrant. The General Partner is required to maintain at least a 1% interest
in the Registrant as long as it is acting as the Registrant's general partner.
 
Competition
 
   The General Partner and its affiliates have formed and may continue to form
various entities to engage in the speculative trading of futures, forward and
options contracts which, in part, have certain of the same investment policies
as the Registrant.
 
   The Registrant is a closed-ended fund which solicited the sale of additional
Units on a monthly basis until the continuous offering was terminated and does
not intend to solicit the sale of additional Units in the future. As such, the
Registrant does not compete with other entities to attract new fund
participants. However, to the extent that the trading managers recommend similar
or identical trades to the Registrant and other accounts which they manage, the
Registrant may compete with those accounts for the execution of the same or
similar trades.
 
Employees
 
   The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partner and its affiliates pursuant
to the Partnership Agreement as further discussed in Notes A, C and D to the
Registrant's annual report to limited partners for the year ended December 31,
1998 ('Registrant's 1998 Annual Report') which is filed as an exhibit hereto.
 
Item 2. Properties
 
   The Registrant does not own or lease any property.
 
Item 3. Legal Proceedings
 
   There are no material legal proceedings pending by or against the Registrant
or the General Partner.
 
                                       3
<PAGE>
Item 4. Submission of Matters to a Vote of Limited Partners
 
   None
 
                                    PART II
 
Item 5. Market for the Registrant's Units and Related Limited Partner Matters
 
   A significant secondary market for the Units has not developed, and it is not
expected that one will develop in the future. There are also certain
restrictions set forth in the Partnership Agreement limiting the ability of a
partner to transfer Units. However, the Partnership Agreement provides that a
partner may redeem Units as of the last business day of any full calendar
quarter at the then current net asset value per Unit. Consequently, holders of
Units may not be able to liquidate their investment in the event of an emergency
or for any other reason.
 
   There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement. No distributions have been made since inception and no
distributions are anticipated in the future.
 
   As of April 27, 1999, there were 419 holders of record owning 49,744.806
Units which include 499 units of general partnership interest.
 
Item 6. Selected Financial Data
 
   The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 10 of the Registrant's 1998
Annual Report which is filed as an exhibit hereto.
 
<TABLE>
<CAPTION>
                                                                   Year ended December 31,
                                             --------------------------------------------------------------------
                                                1998          1997          1996          1995           1994
                                             ----------    ----------    ----------    -----------    -----------
<S>                                          <C>           <C>           <C>           <C>            <C>
Total revenue (including interest)........   $1,585,452    $  805,913    $1,652,534    $ 5,188,212    $   113,883
                                             ----------    ----------    ----------    -----------    -----------
                                             ----------    ----------    ----------    -----------    -----------
Net income (loss).........................   $  749,207    $ (201,966)   $  399,782    $ 3,349,952    $(2,055,849)
                                             ----------    ----------    ----------    -----------    -----------
                                             ----------    ----------    ----------    -----------    -----------
Net income (loss) per weighted average
  Unit....................................   $    12.46    $    (2.44)   $     3.40    $     20.98    $    (10.38)
                                             ----------    ----------    ----------    -----------    -----------
                                             ----------    ----------    ----------    -----------    -----------
Total assets..............................   $5,956,724    $6,978,978    $9,754,335    $13,023,589    $13,757,176
                                             ----------    ----------    ----------    -----------    -----------
                                             ----------    ----------    ----------    -----------    -----------
Net asset value per Unit..................   $   107.26    $    94.83    $    97.07    $     89.97    $     69.47
                                             ----------    ----------    ----------    -----------    -----------
                                             ----------    ----------    ----------    -----------    -----------
</TABLE>
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
 
   This information is incorporated by reference to pages 11 through 13 of the
Registrant's 1998 Annual Report which is filed as an exhibit hereto.
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
   Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.
 
Item 8. Financial Statements and Supplementary Data
 
   The financial statements are incorporated by reference to pages 2 through 10
of the Registrant's 1998 Annual Report which is filed as an exhibit hereto.
 
   Supplementary data specified by Item 302 of Regulation S-K (selected
quarterly financial data) is not applicable.
 
Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure
 
   None.
 
                                    PART III
 
Item 10. Directors and Executive Officers of the Registrant
 
   There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partner.
 
                                       4
 <PAGE>
<PAGE>
   The General Partner's directors and executive officers, and any persons
holding more than 10% of the Registrant's Units ('Ten Percent Owners') are
required to report their initial ownership of such Units and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4, or 5. Such executive officers, directors and Ten Percent Owners are required
by Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 and 5 they file. All of these filing requirements were
satisfied on a timely basis (except Tamara B. Wright, who did not file Form 3 in
a timely manner upon becoming a director, but has subsequently filed and is now
current in all filings). In making these disclosures, the Registrant has relied
solely on written representations of the General Partner's directors and
executive officers or copies of the reports that they have filed with the
Securities and Exchange Commission during and with respect to its most recent
fiscal year.
 
   The directors and executive officers of Prudential Securities Futures
Management Inc. and their positions with respect to the Registrant are as
follows:
 
     Name                       Position
Joseph A. Filicetti             President and Director
Eleanor L. Thomas               Executive Vice President and Director
Barbara J. Brooks               Chief Financial Officer
Steven Carlino                  Vice President, Chief Accounting Officer and
                                  Treasurer
A. Laurence Norton, Jr.         Director
Guy S. Scarpaci                 Director
Tamara B. Wright                Senior Vice President and Director
 
JOSEPH A. FILICETTI, age 36, is the President and a Director of Prudential
Securities Futures Management Inc. He had been a Vice President of Prudential
Securities Futures Management Inc. and Seaport Futures Management, Inc. from
October 1998 to March 1999. In April 1999, Mr. Filicetti was named to his
current positions at Prudential Securities Futures Management Inc. and became an
Executive Vice President and Director of Seaport Futures Management, Inc. Prior
to joining PSI, Mr. Filicetti was with Rotella Capital Management as Director of
Sales and Marketing from 1996 through October 1998, and was with Merrill Lynch
as a market maker trading bonds from 1992 to 1996.
 
ELEANOR L. THOMAS, age 44, is an Executive Vice President and Director of
Prudential Securities Futures Management Inc. She had been a Vice President of
Prudential Securities Futures Management Inc. and Seaport Futures Management,
Inc. since April 1993 and a First Vice President from October 1998 to March
1999. In April 1999, Ms. Thomas was named President and Director of Seaport
Futures Management, Inc. She is primarily responsible for origination, asset
allocation, and due dilligence for the managed futures group within PSI. She is
also a First Vice President of PSI. Prior to joining PSI in March 1993, she was
with MC Baldwin Financial Company from June 1990 through February 1993 and
Arthur Anderson & Co. from 1986 through May 1990. Ms. Thomas is a certified
public accountant.
 
BARBARA J. BROOKS, age 50, is the Chief Financial Officer of Prudential
Securities Futures Management Inc. She is a Senior Vice President of PSI. She is
also the Chief Financial Officer of Seaport Futures Management, Inc. and serves
in various capacities for other affiliated companies. She has held several
positions within PSI since April 1983. Ms. Brooks is a certified public
accountant.
 
STEVEN CARLINO, age 35, is a Vice President and Treasurer of Prudential
Securities Futures Management Inc. He is a First Vice President of PSI. He is
also a Vice President and Treasurer of Seaport Futures Management, Inc. and
serves in various capacities for other affiliated companies. Prior to joining
PSI in October 1992, he was with Ernst & Young for six years. Mr. Carlino is a
certified public accountant.
 
A. LAURENCE NORTON, JR., age 60, is a Director of Prudential Securities Futures
Management Inc. He is an Executive Vice President of PSI and, since March 1994,
has been the head of the International and Futures Divisions of PSI. He is also
a Director of Seaport Futures Management, Inc. From October 1991 to March 1994,
he held the position of Executive Director of Retail Development and Retail
Strategies at PSI. Prior to joining PSI in 1991, Mr. Norton was a Senior Vice
President and Branch Manager of Shearson Lehman Brothers.
 
                                       5
<PAGE>
GUY S. SCARPACI, age 52, is a Director of Prudential Securities Futures
Management Inc. He is a First Vice President of the Futures Division of PSI. He
is also a Director of Seaport Futures Management, Inc. Mr. Scarpaci has been
employed by PSI in positions of increasing responsibility since August 1974.
 
TAMARA B. WRIGHT, age 40, is a Director and a Senior Vice President of
Prudential Securities Futures Management Inc. She is a Senior Vice President and
Chief Administrative Officer for the International and Futures Divisions of PSI.
She is also a Director and a Senior Vice President of Seaport Futures
Management, Inc. and serves in various capacities for other affiliated
companies. Prior to joining PSI in July 1988, she was a manager with Price
Waterhouse.
 
   During the fourth quarter of 1998, Steven Carlino replaced Barbara J. Brooks
as Treasurer of Prudential Securities Futures Management Inc. Additionally,
during December 1998, Tamara B. Wright was elected as a Senior Vice President
and Director of Prudential Securities Futures Management Inc. On March 26, 1999,
Thomas M. Lane, Jr. resigned as President and Director of Prudential Securities
Futures Management Inc. During April 1999, Joseph A. Filicetti was named
President and Director and Eleanor L. Thomas became an Executive Vice President
and Director of Prudential Securities Futures Management Inc.
 
   There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.
 
Item 11. Executive Compensation
 
   The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for their
services. Certain officers and directors of the General Partner receive
compensation from affiliates of the General Partner, not from the Registrant,
for services performed for various affiliated entities, which may include
services performed for the Registrant; however, the General Partner believes
that any compensation attributable to services performed for the Registrant is
immaterial. (See also Item 13, 'Certain Relationships and Related Transactions,'
for information regarding compensation to the General Partner.)
 
Item 12. Security Ownership of Certain Beneficial Owners and Management
 
   As of April 27, 1999, no director or officer of the General Partner owns
directly or beneficially any interest in the voting securities of the General
Partner.
 
   As of April 27, 1999, no director or officer of the General Partner owns
directly or beneficially any of the Units issued by the Registrant.
 
   As of April 27, 1999, the following limited partner beneficially owns at
least five percent of the outstanding limited partnership units of the
Registrant:
 
<TABLE>
<CAPTION>
        Title                 Name and Address of            Amount and Nature of      Percent of
      of Class                  Beneficial Owner             Beneficial Ownership        Class
---------------------    ------------------------------    ------------------------    ----------
<S>                      <C>                               <C>                         <C>
Units of limited         Thomas H. Baize and               2,550 units of limited           5%
partnership interest     Barbara S. Baize Living Trust     partnership interest
                         3219 West Autumn Circle
                         Sugarland, TX 77479-2627
</TABLE>
 
Item 13. Certain Relationships and Related Transactions
 
   The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the General
Partner.
 
   Reference is made to Notes A, C and D to the financial statements of the
Registrant's 1998 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.
 
                                       6
<PAGE>
                                    PART IV
 
<TABLE>
<CAPTION>
                                                                                             Page in
                                                                                          Annual Report
<S>  <C> <C>    <C>                                                                       <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
 
(a)    1. Financial Statements and Report of Independent Accountants (incorporated by
          reference to the Registrant's 1998 Annual Report which is filed as an
          exhibit hereto)
 
          Report of Independent Accountants                                                     2
 
          Financial Statements:
 
          Statements of Financial Condition--December 31, 1998 and 1997                         3
 
          Statements of Operations--Three years ended December 31, 1998                         4
 
          Statements of Changes in Partners' Capital--Three years ended December 31,
          1998                                                                                  4
 
          Notes to Financial Statements                                                         5
 
       2. Financial Statement Schedules
 
          All schedules have been omitted because they are not applicable or the
          required information is included in the financial statements or notes
          thereto
 
       3. Exhibits
 
          Description:
 
            3.1-- Agreement of Limited Partnership of the Registrant, dated March 19,
                 1993, as amended and restated as of May 6, 1993 (incorporated by
                 reference to Exhibit A to Amendment No. 1 to Registrant's
                 Registration Statement on Form S-1, File No. 33-59828, dated May 7,
                 1993)
 
           10.1-- Escrow Agreement, dated May 13, 1993, among the Registrant,
                 Prudential Securities Futures Management Inc., Prudential Securities
                 Incorporated and Bankers Trust Company (incorporated by reference to
                 Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for
                 the period ended June 30, 1993)
 
           10.2-- Brokerage Agreement, dated as of August 2, 1993, between the
                 Registrant and Prudential Securities Incorporated (incorporated by
                 reference to Exhibit 10.2 of the Registrant's Quarterly Report on
                 Form 10-Q for the period ended June 30, 1993)
 
           10.3-- Advisory Agreement dated May 13, 1993 among the Registrant,
                 Prudential Securities Futures Management Inc., Sjo, Inc. and Colorado
                 Commodities Management Corporation (incorporated by reference to
                 Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for
                 the period ended June 30, 1993)
 
           10.4-- Representation Agreement concerning the Registration Statement and
                 the Prospectus dated May 13, 1993 among the Registrant, Prudential
                 Securities Futures Management Inc., Prudential Securities
                 Incorporated, Sjo, Inc. and Colorado Commodities Management
                 Corporation (incorporated by reference to Exhibit 10.4 of the
                 Registrant's Quarterly Report on Form 10-Q for the period ended June
                 30, 1993)
</TABLE>
                                       7

<PAGE>
<TABLE>
<S>  <C>  <C>    <C>                                                                     <C>
           10.5-- Net Worth Agreement, dated as of May 13, 1993, between Prudential
                 Securities Futures Management Inc. and Prudential Securities Group
                 Inc. (incorporated by reference to Exhibit 10.5 of the Registrant's
                 Quarterly Report on Form 10-Q for the period ended June 30, 1993)
 
           10.6-- Promissory Note, dated August 2, 1993, issued by Prudential
                 Securities Group Inc. (incorporated by reference to Exhibit 10.6 of
                 the Registrant's Quarterly Report on Form 10-Q for the period ended
                 June 30, 1993)
 
           10.7-- Form of Secured Demand Note Collateral Agreement, dated August 2,
                 1993, between Prudential Securities Futures Management Inc. and
                 Prudential Securities Group Inc. (incorporated by reference to
                 Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q for
                 the period ended June 30, 1993)
 
           10.8-- Advisory Agreement, dated April 5, 1994, among the Registrant,
                 Prudential Securities Futures Management Inc. and Welton Investment
                 Corporation (formerly known as Welton Investment Systems Corporation)
                 (incorporated by reference to Exhibit 10.8 of the Registrant's
                 Quarterly Report on Form 10-Q for the period ended March 31, 1994)
 
           10.9-- Form of Foreign Currency Addendum to Brokerage Agreement between the
                 Registrant and Prudential Securities Incorporated (incorporated by
                 reference to Exhibit 10.9 to the Registrant's Quarterly Report on
                 Form 10-Q for the period ended March 31, 1996)
 
          10.10-- Advisory Agreement, dated October 1, 1997, among the Registrant,
                 Prudential Securities Futures Management Inc. and Eagle Trading
                 Systems, Inc. (incorporated by reference to Exhibit 10.10 of the
                 Registrant's Quarterly Report on Form 10-Q for the period ended
                 September 30, 1997)
 
           13.1-- Registrant's 1998 Annual Report (With the exception of the
                 information and data incorporated by reference in Items 7 and 8 of
                 this Annual Report on Form 10-K, no other information or data
                 appearing in the Registrant's 1998 Annual Report is to be deemed
                 filed as part of this report) (filed herewith)
 
           27.1-- Financial Data Schedule (filed herewith)
 
(b)       Reports on Form 8-K
 
          No reports on Form 8-K were filed during the last quarter of the period
          covered by this report
</TABLE>
 
                                       8
<PAGE>
                                   SIGNATURES
 
   Pursuant to the requirements of Section 13 or 15(d) 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.
 
Prudential Securities Aggressive Growth Fund L.P.
 
By: Prudential Securities Futures Management Inc.
    A Delaware Corporation, General Partner
 
     By: /s/ Steven Carlino                           Date: May 3, 1999
     --------------------------------------------
     Steven Carlino
     Vice President, Chief Accounting Officer and Treasurer
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partner) and on
the dates indicated.
 
By: Prudential Securities Futures Management Inc.
    A Delaware Corporation, General Partner
 
    By: /s/ Joseph A. Filicetti                         Date: May 3, 1999
    ----------------------------------------------
    Joseph A. Filicetti
    President and Director
 
     By: /s/ Eleanor L. Thomas                          Date: May 3, 1999
     ---------------------------------------------
     Eleanor L. Thomas
     Executive Vice President and Director
 
     By: /s/ Barbara J. Brooks                          Date: May 3, 1999
     ---------------------------------------------
     Barbara J. Brooks
     Chief Financial Officer
 
     By: /s/ Steven Carlino                             Date: May 3, 1999
     ---------------------------------------------
     Steven Carlino
     Vice President and Treasurer
 
     By:                                                Date:
     ---------------------------------------------
     A. Laurence Norton, Jr.
     Director
 
     By: /s/ Guy S. Scarpaci                            Date: May 3, 1999
     ---------------------------------------------
     Guy S. Scarpaci
     Director
 
     By:                                                Date:
     ---------------------------------------------
     Tamara B. Wright
     Senior Vice President and Director
 
                                       9