<PAGE>

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

                                   FORM 10-QSB
Mark One

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

      For the quarterly period ended      September 30, 1999
                                     ---------------------------

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to __________

                       Commission File Number: 000-25227

                         Capitol City Bancshares, Inc.
                     ------------------------------------

       (Exact name of small business issuer as specified in its charter)

          Georgia                                    58-2452995
----------------------------                ----------------------------
(State or other jurisdiction of                    (IRS Employer
incorporation or organization)                   Identification No.)

                  562 Lee Street, S.W., Atlanta, Georgia 30310
          --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (404) 752-6067
                    ----------------------------------------
                           (Issuer's telephone number)

                                       N/A
           ---------------------------------------------------------

   (Former name, former address and former fiscal year, if changed since last
                                     report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
    -------          -------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes              No
    -------         -------

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 1, 1999:  532,088.

Transitional Small Business Disclosure Format (Check One)  Yes        No   X
                                                               -----     ------

<PAGE>

                                      INDEX


                                                                           Page
                                                                           ----
Part I.  Financial Information
         ---------------------


Item 1.       Consolidated Financial Statements (unaudited)

                  Consolidated Balance Sheet
                    as of September 30, 1999...............................3

                  Consolidated Statements of Income and
                    Comprehensive Income (Loss) for the Three and Nine
                    Months Ended September 30, 1999 and 1998...............4

                  Consolidated Statements of Cash Flows For The
                    Nine Months Ended September 30, 1999 and 1998..........5

                  Notes to Consolidated Financial Statements...............6

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................7-12


Part II  Other Information

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

Signatures................................................................14


<PAGE>

                         PART I - FINANCIAL INFORMATION
                              FINANCIAL STATEMENTS

                  CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                    Assets
                    ------
<S>                                                                               <C>
Cash and due from banks                                                           $     2,643,599
Federal funds sold                                                                        585,000
Securities available-for-sale, at fair value                                           17,796,276

Loans                                                                                  30,290,015
Less allowance for loan losses                                                            207,852
                                                                                  ----------------
          Loans, net                                                                   30,082,163
                                                                                  ----------------

Premises and equipment                                                                  2,558,883
Other assets                                                                              673,230
                                                                                  ----------------

          Total assets                                                            $    54,339,151
                                                                                  ================


                   Liabilities and Stockholders' Equity
                   ------------------------------------

Deposits
    Demand                                                                        $    13,252,933
    Interest-bearing demand                                                             6,525,821
    Savings                                                                             3,578,825
    Time                                                                               24,504,836
                                                                                  ----------------
          Total deposits                                                               47,862,415
Note payable                                                                              115,475
Other liabilities                                                                         293,704
                                                                                  ----------------
          Total liabilities                                                            48,271,594
                                                                                  ----------------

Commitments and contingent liabilities

Stockholders' equity
    Common stock, par value $6; 5,000,000 shares authorized;
      532,088 shares issued and outstanding                                             3,192,528
    Capital surplus                                                                     2,128,352
    Retained earnings                                                                   1,097,650
    Accumulated other comprehensive loss                                                 (350,973)
                                                                                  ----------------
          Total stockholders' equity                                                    6,067,557
                                                                                  ----------------

          Total liabilities and stockholders' equity                              $    54,339,151
                                                                                  ================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                       3
<PAGE>

                  CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                          Three Months Ended                Nine Months Ended
                                                                             September 30,                     September 30,
                                                                   ------------------------------     ------------------------------


                                                                        1999           1998               1999            1998
                                                                   -------------    -------------     -------------    -------------


Interest income
<S>                                                                <C>               <C>               <C>             <C>

    Loans                                                          $     799,293     $    544,000      $  2,088,301    $   1,486,000
    Taxable securities                                                   126,501          195,000           460,166          566,000
    Nontaxable securities                                                 97,000           59,000           273,000          152,000
    Federal funds sold                                                    15,839           20,000            85,382          113,000
                                                                   -------------    -------------     -------------    -------------
              Total interest income                                    1,038,633          818,000         2,906,849        2,317,000

Interest expense                                                         384,206          307,000         1,109,382          867,000
                                                                   -------------    -------------     -------------    -------------

              Net interest income                                        654,427          511,000         1,797,467        1,450,000
Provision for loan losses                                                 55,000           23,000           115,000           88,000
                                                                   -------------    -------------     -------------    -------------
              Net interest income after provision for loan losses        599,427          488,000         1,682,467        1,362,000
                                                                   -------------    -------------     -------------    -------------

Other income
    Service charges on deposit accounts                                  326,189          238,000           869,953          698,000
    Other operating income                                                42,445           34,000           106,349          135,000
    Gain on sale of securities available-for-sale                              -            7,000                 -            7,000
                                                                   -------------    -------------     -------------    -------------
              Total other income                                         368,634          279,000           976,302          840,000
                                                                   -------------    -------------     -------------    -------------

Other expenses
    Salaries and employee benefits                                       343,915          278,000           981,898          803,000
    Occupancy and equipment expenses                                     104,051          113,000           267,091          219,000
    Other operating expenses                                             259,786          208,000           818,218          603,000
                                                                   -------------    -------------     -------------    -------------
              Total other expenses                                       707,752          599,000         2,067,207        1,625,000
                                                                   -------------    -------------     -------------    -------------
              Net income before income taxes                             260,309          168,000           591,562          577,000
Income tax expense                                                        71,875           81,000           119,360          192,000
                                                                   -------------    -------------     -------------    -------------

              Net income                                                 188,434           87,000           472,202          385,000

Other comprehensive income (loss)
    Unrealized gains (losses) on securities available-for-sale
       arising during period, net of tax                                 (87,920)         301,780          (453,557)         321,969
                                                                   -------------    -------------     -------------    -------------

    Comprehensive income                                           $     100,514    $     388,780     $      18,645    $     706,969
                                                                   =============    =============     =============    =============

Basic and diluted income per common share                          $        0.35    $        0.16     $        0.89    $        0.72
                                                                   =============    =============     =============    =============

Weighted average shares outstanding (basic and diluted)                  532,088          532,088           532,088          532,088
                                                                   =============    =============     =============    =============

Cash dividends per share of common stock                           $           -    $           -     $           -    $           -
                                                                   =============    =============     =============    =============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                       4
<PAGE>

                  CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                1999                1998
                                                                        ----------------       ----------------
OPERATING ACTIVITIES
<S>                                                                      <C>                  <C>
    Net income                                                           $       472,202       $        385,000
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                                             134,806                103,000
        Provision for loan losses                                                115,000                 88,000
        Other operating activities                                                43,388                (61,000)
                                                                        ----------------       ----------------

              Net cash provided by operating activities                          765,396                515,000
                                                                        ----------------       ----------------

INVESTING ACTIVITIES
    Purchases of securities available-for-sale                                (6,642,549)            (3,729,000)
    Proceeds from sale of securities available-for-sale                                -              2,056,000
    Proceeds from maturities of securities available-for-sale                  5,895,943                 30,000
    Net (increase) decrease in Federal funds sold                              2,741,000               (572,000)
    Net increase in loans                                                     (8,551,571)            (5,646,000)
    Purchase of premises and equipment                                          (210,565)            (1,062,000)
                                                                        ----------------       ----------------

              Net cash used in investing activities                           (6,767,742)            (8,923,000)
                                                                        ----------------       ----------------

FINANCING ACTIVITIES
    Net increase in deposits                                                   6,509,726              8,268,000
                                                                        ----------------       ----------------

              Net cash provided by financing activities                        6,509,726              8,268,000
                                                                        ----------------       ----------------

Net increase (decrease) in cash and due from banks                               507,380               (140,000)

Cash and due from banks, beginning of period                                   2,136,219              1,914,000
                                                                        ----------------       ----------------

Cash and due from banks, end of period                                  $      2,643,599       $      1,774,000
                                                                        ================       ================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.



                                       5
<PAGE>

                  CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1. BASIS OF PRESENTATION

        The consolidated financial information included herein is unaudited;
        however, such information reflects all adjustments (consisting solely of
        normal recurring adjustments) which are, in the opinion of management,
        necessary for a fair statement of results for the interim periods.

        The results of operations for the three and nine month periods ended
        September 30, 1999 are not necessarily indicative of the results to be
        expected for the full year.


NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS

        In June 1998, the Financial Accounting Standards Board issued SFAS No.
        133, "Accounting for Derivative Instruments and Hedging Activities". The
        effective date of this statement has been deferred by SFAS No. 137 until
        fiscal years beginning after June 15, 2000. However, the statement
        permits early adoption as of the beginning of any fiscal quarter after
        its issuance. The Company expects to adopt this statement effective
        January 1, 2001. SFAS No. 133 requires the Company to recognize all
        derivatives as either assets or liabilities in the balance sheet at fair
        value. For derivatives that are not designated as hedges, the gain or
        loss must be recognized in earnings in the period of change. For
        derivatives that are designated as hedges, changes in the fair value of
        the hedged assets, liabilities, or firm commitments must be recognized
        in earnings or recognized in other comprehensive income until the hedged
        item is recognized in earnings, depending on the nature of the hedge.
        The ineffective portion of a derivative's change in fair value must be
        recognized in earnings immediately. Management has not yet determined
        what effect the adoption of SFAS No. 133 will have on the Company's
        earnings or financial position.

        There are no other recent accounting pronouncements that have had, or
        are expected to have, a material effect on the Company's financial
        statements.



                                       6
<PAGE>

                  CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY

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


Forward-Looking Statements

This quarterly report contains certain forward-looking statements which are
based on certain assumptions and describe future plans, strategies, and our
expectations.  These forward-looking statements are generally identified by use
of the words "believe," "expect," "intend," "anticipate," "estimate," "project,"
or similar expressions.  Our ability to predict results or the actual effect of
future plans or strategies is inherently uncertain.  Factors which could have a
material adverse effect on our operations include, but are not limited to,
changes in interest rates, general economic conditions, legislation and
regulation, monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board, the quality or
composition of our loan or investment portfolios, demand for loan products,
deposit flows, competition, demand for financial services in our market area,
and accounting principles and guidelines.  You should consider these risks and
uncertainties in evaluating forward-looking statements and should not place
undue reliance on such statements.  We will not publicly release the result of
any revisions which may be made to any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.

The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements.

FINANCIAL CONDITION

Total assets have increased from $47.8 million to $54.3 million, or 13.6% for
the nine months ended September 30, 1999.  The growth was funded by an increase
in total deposits of $6.5 million for the same period.  The increase in total
assets for the nine months ended September 30, 1999 consisted primarily of an
increase of $507,000 in cash and due from banks, and an increase of $8.3 million
in gross loans.  Federal funds sold decreased during the nine month period by
$2.7 million.  The loan to deposit ratio at September 30, 1999 was 63% compared
to 53% at December 31, 1998.

Total equity increased during the nine months ended September 30, 1999 by
$19,000.  The net increase consists of net income for the period of $472,000
less unrealized losses recognized on securities available-for-sale totaling
$453,000.  The decrease in the value of the securities portfolio reflects the
change in the bond market in 1999.

                                       7

<PAGE>

LIQUIDITY

Liquidity management involves the matching of the cash flow requirements of
customer withdrawals of funds and the funding of loan originations, and the
ability of the Company's subsidiary bank to meet those requirements.  Management
monitors and maintains appropriate levels of liquidity so that maturities of
assets and deposit growth are such that adequate funds are provided to meet
estimated customer withdrawals and loan requests.

At September 30, 1999, the Bank's liquidity was more than adequate in relation
to regulatory guidelines and internal target ratios.  The liquidity ratio was
32% at September 30, 1999.

REGULATORY CAPITAL REQUIREMENTS

Banking regulations require the Company and Bank to maintain minimum capital
levels in relation to assets.  At September 30, 1999, the Company and Bank's
capital ratios were considered adequate based on regulatory minimum capital
requirements.  The minimum capital requirements and the actual capital ratios
for the Company at September 30, 1999 are as follows:

                                                   Regulatory
                                       Actual      Requirement

         Leverage Capital Ratio        11.66%         4.00%
         Risk-Based Capital Ratios
          Core Capital                 17.00%         4.00%
          Total Capital                17.55%         8.00%

Management is not aware of any other current recommendations by the regulatory
authorities, events or trends, which, if they were to be implemented, would have
a material effect on the Company's liquidity, capital resources, or operations.

RESULTS OF OPERATIONS

Net Interest Income.  Net interest income increased by $143,000 and $347,000 for
the quarter and nine month period ended September 30, 1999, respectively,
compared to the same period in 1998.  The increase in net interest income for
both periods ended September 30, 1999 is attributable to an increase in earning
assets, which increased by $8,268,000 from September 30, 1998.  During this same
period, total deposits increased by $9,452,000, or 24.6%.  The increase in net
interest income is based on the spread between rates earned on interest earning
assets and rates paid on interest bearing liabilities.

The net interest margin was 5.11% and 5.20% at September 30, 1999 and December
31, 1998, respectively.  The slight decrease in the net interest margin is
partly attributable to the increase in interest-bearing liabilities.

                                       8
<PAGE>

Provision for Loan Losses.  The provision for loan losses is based on
management's evaluation of the economic environment, the history of charged off
loans and recoveries, size and composition of the loan portfolio, nonperforming
and past due loans, and other aspects of the loan portfolio.  Management reviews
the allowance for loan loss on a quarterly basis and makes provisions as
necessary.  A provision of $115,000 was made during the nine month period ending
September 30, 1999 based upon this evaluation process as compared to $88,000 for
the nine months ended September 30, 1998.  The allowance for loan loss as a
percentage of total loans was 0.69% at September 30, 1999 compared to 1.36% at
December 31, 1998.  Management believes the allowance for loan loss at September
30, 1999 is adequate to meet any potential losses in the loan portfolio.

The increase in the provision for loan losses and the decrease in the percentage
of the allowance to total loans is due to the increase in net charge-offs for
the nine month period of $155,000 as compared to 1998, as shown below.  Also
shown below is a decrease in nonaccrual loans of $56,000 which is directly
related to the increase in net charge-offs.

At September 30, 1999 and December 31, 1998, nonaccrual, past due, and
restructured loans were as follows:

                                                     September 30,  December 31,
                                                         1999           1998
                                                     -------------  ------------
                                                       (Dollars in thousands)

          Total nonaccruing loans                            $   -         $  56
          Loans contractually past due ninety days
            or more as to interest or principal
            payments and still accruing                         45             9
          Restructured loans                                     -             -

It is the policy of the Company to discontinue the accrual of interest income
when, in the opinion of management, collection of such interest becomes
doubtful.  This status is accorded such interest when (1) there is a significant
deterioration in the financial condition of the borrower and full repayment of
principal and interest is not expected and (2) the principal or interest is more
than ninety days past due, unless the loan is both well-secured and in the
process of collection.  Accrual of interest on such loans is resumed when, in
management's judgment, the collection of interest and principal becomes
probable.

Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity, or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.

                                       9
<PAGE>

Information regarding the allowance for loan loss data through September 30,
1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                            September 30,
                                                                     -------------------------
                                                                         1999          1998
                                                                     -----------   -----------
                                                                       (Dollars in thousands)


 <S>                                                                 <C>           <C>
Average amount of loans outstanding                                  $    21,391   $    18,324
                                                                     ===========   ===========

Balance of allowance for loan losses at beginning of period          $       300   $       272
                                                                     -----------   -----------
Loans charged off
   Commercial and financial                                                  (31)            -
   Real estate                                                               (53)            -
   Installment                                                              (185)         (129)
                                                                     -----------   -----------
                                                                            (269)         (129)
                                                                     -----------   -----------
Loans recovered
   Commercial and financial                                                    9             1
   Real estate                                                                 -             -
   Installment                                                                53            76
                                                                     -----------   -----------
                                                                              62            77
                                                                     -----------   -----------

Net charge-offs                                                             (207)          (52)
                                                                     -----------   -----------

Additions to allowance charged to operations during period                   115            88
                                                                     -----------   -----------

Balance of allowance for loan losses at end of period                        208           308
                                                                     ===========   ===========

Ratio of net loans charged-off during the
   period to average loans outstanding                                     (.97)%        (.28)%
                                                                     ===========   ===========
</TABLE>


Other Income.  Other income increased by $90,000 and $136,000 for the quarter
and nine months ended September 30, 1999, respectively, compared to the same
periods in 1998.  The single most significant difference was an increase in
service charges on deposit accounts of $88,000 and  $172,000 for the quarter and
nine month periods, respectively.

Other Expenses.  Other expenses increased by $109,000 and $442,000 for the
quarter and nine month periods ended September 30, 1999 as compared to the same
periods in 1998.  The increases in 1999 consist of $66,000 and $179,000 in
salaries and employee benefits; $27,000 and $84,000 in occupancy and equipment
expenses; and $16,000 and $179,000 in other operating expenses for the quarter
and nine month periods ended September 30, 1999 as compared to 1998,
respectively.  The increase in salaries and employee benefits represents normal
increases in salaries and the staffing of an additional branch opened December
1998.  At September 30, 1999, the number of full-time equivalent employees was
35 compared to 34 at September 30, 1998.

                                       10
<PAGE>

The increase in occupancy and equipment expenses is due to the opening of the
new branch location in December 1998.  In addition, depreciation expense has
increased with the increase in technology equipment.

Included in other operating expenses was $54,000 of expenses incurred at the
holding company level.  The majority of this amount, or $32,000, represents the
immediate write-off of organization costs in accordance with the new accounting
statement of position 98-5.  Prior to the adoption of SOP 98-5, this amount
would have been written off over 60 months.  There were no other significant
increases in individual amounts as compared to the same period in 1998.  The two
largest items included in other operating expenses are EDP expenses and security
expenses totaling $162,000 and $96,000, respectively.  Other increases were
directly related to the growth in loans and deposits.

Net Income.  Net income decreased by $87,000 for the nine months ended September
30, 1999 as compared to the same period in 1998.  As discussed earlier, the
primary variance over 1998 is the adoption of SOP 98-5 and the increase in
personnel expenses and other expenses.

Year 2000 Disclosures

In accordance with sound management policy and directives from various
regulatory agencies, the Company began the Year 2000 review of hardware and
software in 1997.  The review included not only computer and information systems
but heating, air conditioning, alarms, vaults, elevators and other office
equipment, and was completed in 1998.  The Company engaged Malgeri and
Associates of Marietta, Georgia to develop a plan to be Year 2000 compliant.
The plan identifies items that were not Year 2000 compliant and categorized
items as either mission critical or not mission critical.  All mission critical
items that were noncompliant were slated for upgrade or replacement.

Mission critical items are those that allow us to process deposits and
withdrawals to deposit accounts and payments or draws to loan accounts, and the
ability to maintain accurate customer account information.  Items that are not
mission critical do not affect customer accounts or are easily replaced with
less technical items.

Upon the conclusion of this review, it was determined that the loan program
software, teller software, item processing equipment and software would need
replacement and that the Bank's core system, "Caption," provided by Intercept
would need upgrading.  The "Caption" system has been upgraded by Intercept
installing PC Bank Pac, a Y2K compliant system.  The item processing equipment
was replaced in June 1999 with Year 2000 compliant hardware and software.  To
interface with the Intercept system, a Windows NT Network was installed, a loan
software program, "CoPilot" was installed, and a new teller system was installed
in August 1998.

A testing phase on the PC Bank Pac system has been substantially completed.  The
Company participated in User Group Proxy testing.  The Company and independent
third parties have reviewed the results of these tests and have not identified
any areas of significant concern.

                                       11
<PAGE>

The Company has contacted and remains in discussion with suppliers, large loan
customers, and large depositors regarding their Year 2000 readiness.  Management
does not currently expect any Year 2000 issue to have a material impact on the
condition of the Company.

Through December 31, 1998, the Company had incurred approximately $225,000 in
costs related to the Year 2000 issue.  The majority of this cost was spent
replacing hardware and software and consulting fees.  The old equipment was sold
or written off and the resulting effect of the change in depreciation is not
material.  This equipment would have been replaced in the normal course of
business regardless of the Year 2000 issue.  Other items were directly expensed
and did not have a material impact on the financial condition of the Company.

The Company has budgeted for an additional $100,000 in costs to complete the
Company's Year 2000 Project, primarily the replacement of the proof machine in
June 1999.

In the normal course of business, the Company manages many types of risks.
Because the risks associated with the Year 2000 issue are unique, the Company
has adjusted its risk management process and its contingency plans to consider
the most probable Year 2000 effects.  Although it is not possible to predict
what failures may occur, the Company believes that planning, communication, and
coordination will mitigate potential material disruption.

A formal contingency plan has been completed including backup plans for all
mission critical systems.  This includes emergency response teams and offsite
recovery centers.  Testing and training are ongoing.

                                       12
<PAGE>

                           PART II - Other Information


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

     (a) Exhibits.

         27. Financial Data Schedule.

     (b) Reports on Form 8-K.

         None.

                                       13
<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                    CAPITOL CITY BANCSHARES, INC.
                                            (Registrant)
                                    -----------------------------



Date:   11-12-99                    /s/ George G. Andrews
       ----------------------       --------------------------------------------
                                    George G. Andrews
                                    President and Director



Date:   11-12-99                    /s/ Kevin M. Sharpe
       ----------------------       --------------------------------------------
                                    Kevin M. Sharpe
                                    Vice President and
                                    Chief Financial Officer

                                       14