<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                    FORM 10-Q

For Quarter Ended     April 30, 1999      Commission File Number    1-8777
                  -----------------------                       ----------------

                             VIRCO MFG. CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                      95-1613718
     -------------------------------                      -------------------
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)

          2027 Harpers Way, Torrance, CA                      90501
     ------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:        (310) 533-0474
                                                       ----------------------

                                    No change
--------------------------------------------------------------------------------
              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   [ ]


        The number of shares outstanding of each of the issuer's classes of
common stock, as of June 7, 1999.

                 Common Stock                     9,492,611 Shares


<PAGE>   2

                             VIRCO MFG. CORPORATION

                                      INDEX

Part I. Financial Information

    Item 1.    Financial Statements (unaudited)

               Condensed consolidated balance sheets - April 30, 1999 and
               January 31, 1999

               Condensed consolidated statements of operations - Three months
               ended April 30, 1999 and 1998.

               Condensed consolidated statements of cash flows - Three months
               ended April 30, 1999 and 1998.

               Notes to condensed consolidated financial statements - April 30,
               1999.

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

Part II.       Other Information

    Item 4.    Submission of matters to a vote of Security Holders.

    Item 6.    Exhibits and Reports on Form 8-K

    Signatures



                                       2
<PAGE>   3

                                     PART 1


Item 1. Financial Statements

                             VIRCO MFG. CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)



 (Dollar amounts in thousands)

<TABLE>
<CAPTION>
      ASSETS                                     4/30/99        1/31/99
                                                ---------      ---------
<S>                                             <C>            <C>
Current assets
   Cash                                         $   1,047      $   1,086

   Accounts and notes receivable                   21,777         30,973
     Less allowance for doubtful accounts            (313)          (200)
                                                ---------      ---------
     Net accounts and notes receivable             21,464         30,773

   Inventories (Note 2)
     Finished goods                                46,285         32,211
     Work in process                                9,278          6,713
     Raw materials and supplies                     9,716          9,544
                                                ---------      ---------
     Total inventories                             65,279         48,468

   Income taxes receivable                          1,261             --
   Prepaid expenses and deferred income tax         2,187          2,181
                                                ---------      ---------
Total current assets                               91,238         82,508


Property, plant & equipment
     Cost                                         107,993        100,035
     Less accumulated depreciation                (42,950)       (40,715)
                                                ---------      ---------
     Net property, plant & equipment               65,043         59,320

Other assets                                       10,207          9,552
                                                ---------      ---------
Total assets                                    $ 166,488      $ 151,380
                                                =========      =========
</TABLE>



See notes to condensed consolidated financial statements.



                                       3
<PAGE>   4

                     VIRCO MFG. CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)


 (Dollar amounts in thousands)

<TABLE>
<CAPTION>
      LIABILITIES AND STOCKHOLDERS' EQUITY                            4/30/99        1/31/99
                                                                     ---------      ---------
<S>                                                                  <C>            <C>
Current liabilities
   Checks released but not yet cleared bank                          $   5,330      $   4,670
   Accounts payable                                                     10,728         14,398
   Accrued compensation and employee benefits                            6,957          9,156
   Current maturities on long-term debt                                  2,353          2,354
   Other current liabilities                                             3,887          4,525
                                                                     ---------      ---------
Total current liabilities                                               29,255         35,103

Non-current liabilities
   Long term debt (less current portion)                                42,203         21,344
   Other non-current liabilities                                         9,103          4,346
                                                                     ---------      ---------
Total non-current liabilities                                           51,306         25,690

Deferred income taxes                                                    1,664          1,664

Stockholders' equity
   Preferred stock:
     Authorized 3,000,000 shares, $.01 par value; none issued or
     outstanding                                                            --             --
   Common stock:
     Authorized 25,000,000 shares, $.01 par value; 9,961,537
     shares issued at 4/30/99 and 9,945,014 shares issued at
     1/31/99                                                               100            100
   Additional paid-in capital                                           68,430         68,361
   Retained earnings                                                    24,767         26,928
   Less treasury stock at cost (468,426 shares at 4/30/99 and
   301,087 shares at 1/31/99)                                           (8,531)        (5,814)
   Less unearned ESOP shares                                               (97)          (246)
     Less accumulated comprehensive loss                                  (406)          (406)
                                                                     ---------      ---------
Total stockholders' equity                                              84,263         88,923
                                                                     ---------      ---------
Total liabilities and stockholders' equity                           $ 166,488      $ 151,380
                                                                     =========      =========
</TABLE>


See notes to condensed consolidated financial statements.



                                       4
<PAGE>   5

                     VIRCO MFG. CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               Unaudited (Note 1)



(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                       3 Months Ended
                                                       --------------
                                                    4/30/99       4/30/98
                                                    --------      --------
<S>                                                 <C>           <C>
Net sales                                           $ 37,479      $ 44,938
Cost of goods sold                                    26,118        30,263
                                                    --------      --------
Gross profit                                          11,361        14,675

Selling, general and administrative expense           14,055        13,012
Provision for doubtful accounts                          116           139
Interest expense                                         411           250
                                                    --------      --------
                                                      14,582        13,401
                                                    --------      --------

(Loss) income before income taxes                     (3,221)        1,274
Income taxes (benefit) expense                        (1,256)          484
                                                    --------      --------
Net (loss) income                                   $ (1,965)     $    790
                                                    ========      ========

Net (loss) income per share - basic and diluted     $   (.20)     $    .08


Dividend declared
     Cash (per share)                               $    .02      $    .02
</TABLE>



See notes to condensed consolidated financial statements.



                                       5

<PAGE>   6

                     VIRCO MFG. CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                               Unaudited (Note 1)

<TABLE>
<CAPTION>
(Dollar amounts in thousands)                                         3 Months Ended
                                                                      --------------

                                                                    4/30/99      4/30/98
                                                                   --------      --------
<S>                                                                <C>           <C>
Operating activities
   Net (loss) income                                               $ (1,965)     $    790
   Adjustments to reconcile net (loss) income to net cash used
   in operating activities:
   Depreciation                                                       2,235         1,697
   Provision for doubtful accounts                                      116           139
   Changes in assets and liabilities:
     Accounts and notes receivable                                    9,193         2,586
     Inventories                                                    (16,811)      (12,766)
     Prepaid expenses and other current assets                           (6)         (189)
     Income taxes receivable/payable                                 (2,065)          382
     Other assets                                                       (55)          (55)
     Accounts payable and accrued expenses                           (5,044)         (388)
                                                                   --------      --------

Net cash used in operating activities                               (14,402)       (7,804)

Investing activities
   Capital expenditures                                              (7,957)       (2,974)
   Net investment in life insurance                                    (601)         (760)
                                                                   --------      --------

Net cash used in investing activities                                (8,558)       (3,734)

Financing activities
   Issuance of long-term debt                                        25,933        11,597
   Repayment of long-term debt                                         (317)         (185)
   Purchase of treasury stock                                        (2,652)           --
   Payment of cash dividend                                            (196)         (179)
   Issuance of common stocks                                              4            33
   Loans to ESOP                                                        149            17
                                                                   --------      --------

Net cash provided by financing activities                            22,921        11,283
                                                                   --------      --------

Net change in cash                                                      (39)         (255)
Cash at beginning of quarter                                          1,086         1,221
                                                                   --------      --------
Cash at end of quarter                                             $  1,047      $    966
                                                                   ========      ========
</TABLE>


See notes to condensed consolidated financial statements.



                                       6
<PAGE>   7

                     VIRCO MFG. CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        April 30, 1999 and April 30, 1998


Note 1:    The accompanying unaudited condensed consolidated financial
           statements have been prepared in accordance with generally accepted
           accounting principles for interim financial information and with the
           instructions to Form 10-Q and Article 10 of Regulation S-X.
           Accordingly, they do not include all of the information and footnotes
           required by generally accepted accounting principles for complete
           financial statements. In the opinion of management, all adjustments
           (consisting of normal recurring accruals) considered necessary for a
           fair presentation have been included. Operating results for the three
           month period ended April 30, 1999 are not necessarily indicative of
           the results that may be expected for the year ended January 31, 2000.
           The balance sheet at January 31, 1999 has been derived from the
           audited financial statements at that date but does not include all of
           the information and footnotes required by generally accepted
           accounting principles for complete financial statements. For
           further information, refer to the consolidated financial statements
           and footnotes thereto included in the Company's annual report on Form
           10-K for the year ended January 31, 1999.

Note 2.    Inventory

           Year end financial statements reflect inventories verified by
           physical counts with the material content valued by the LIFO method.
           At this interim date, there has been no physical verification of
           inventory quantities. Cost of sales is recorded at current cost. The
           effect of penetrating LIFO layers is not recorded at interim dates
           unless the reduction in inventory is expected to be permanent. No
           such adjustment has been made for the period ended April 30, 1999.
           Management continually monitors production costs, material costs and
           inventory levels to determine that interim inventories are fairly
           stated.

Note 3.    Income Taxes

           Income taxes for the three month period ended April 30, 1999 were
           computed using the effective tax rate estimated to be applicable for
           the full fiscal year, which is subject to ongoing review and
           evaluation by management.

Note 4.    Significant Accounting Policies

           The weighted-average number of shares used in the computation of net
           loss per share was 9,619,141 for the quarter ended April 30, 1999.
           The weighted average number of shares used in the computation of
           basic net income per share and diluted net income per share were
           9,821,825 and 10,113,794 for the quarter ended April 30, 1998,
           respectively. Per share and weighted-average share amounts for the
           quarter ended April 30, 1998 have been restated to reflect a 10%
           stock dividend payable on September 30, 1998 to stockholders of
           record as of September 4, 1998.



                                       7
<PAGE>   8

           In 1998, the Company adopted SFAS No.130 "Reporting Comprehensive
           Income." The Statement established standards for the reporting and
           display of comprehensive income, which comprises certain specific
           items previously reported directly in stockholders' equity.
           Comprehensive income includes net (loss) income and minimum pension
           liability adjustments. Comprehensive (loss) income was ($1,965,000)
           and $790,000 for the quarter ended April 30, 1999, and April 30,
           1998, respectively.

           In 1998, the Company adopted Financial Accounting Standards No. 131
           ("SFAS 131"), "Disclosures about Segments of an Enterprise and
           Related Information: SFAS 131 provides accounting guidance for
           reporting and requires such enterprises to report selected
           information about operating segments in interim financial reports.
           The statement uses a "management approach" to identify operating
           segments and provides specific criteria for operating segments. The
           adoption of this SFAS has no impact on the way the Company reports or
           has reported its financial statements.

           In 1999, the Company adopted the AICPA issued SOP 98-1, Accounting
           for the costs of computer software developed for or obtained for
           internal-use. The SOP requires the capitalization of certain costs
           incurred after the date of adoption in connection with developing or
           obtaining software for internal-use. The Company has historically
           been capitalizing costs associated with software developed for its
           own use. The adoption of this SOP 98-1 has no impact on the way the
           Company reports or has reported its financial statements.

           In June 1998, the Financial Accounting Standards Board issued
           Statement of Financial Accounting Standards No. 133, " Accounting for
           Derivative Instruments and Hedging Activities" (SFAS 133"). SFAS 133
           establishes accounting and reporting standards for derivative
           instruments, including certain derivative instruments embedded in
           other contracts, and hedging activities. SFAS 133 is effective for
           the Company for all fiscal quarters of fiscal years beginning
           February 1, 2001. The adoption of this SFAS has no impact on the way
           the Company reports or has reported its financial statements.



                                       8
<PAGE>   9

                             VIRCO MFG. CORPORATION

                                Other Information



       Item 4.  Submission of matters to a vote of Security Holders

                None

       Item 6.  Exhibits and Reports on Form 8-K

                None




                                       9
<PAGE>   10

                             VIRCO MFG. CORPORATION


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

Results of Operations:

For the first quarter of 1999, the Company had a net loss of $1,965,000 on sales
of $37,479,000 compared to a net income of $790,000 on sales of $44,938,000 in
the same period last year.

Sales for the first quarter decreased $7,459,000 compared to the same period
last year. While sales declined, incoming orders were approximately level. The
combination of stable incoming orders combined with decreased shipments resulted
in an increase in backlog approximately $7,500,000. The significant increase in
backlog reflects two trends, which intensify the effect of the seasonal nature
of the Company's business. First, incoming orders have increased for educational
customers. These sales have historically been seasonal in nature and have become
more so as the Company's educational customers increasingly demand those
shipments be made in summer months. These increasingly seasonal educational
orders have replaced less seasonal shipments to the Company's commercial
customers. Sales and orders to commercial markets declined as a result of the
continuing implementation of the Company's strategic decision to reduce sales to
mass merchandisers which provide little gross margin to the Company. The Company
continue to believe that its long-term interests will be served by avoiding this
low-margin commodity business and emphasize higher margin products.

Gross profits for the quarter ended April 30, 1999, as a percent of sales,
decreased by 2% compared to the same period last year. The decrease in gross
profit is attributable to reduced levels of production due to reduced sales
combined with increased spending related to the start up of the new
manufacturing facility, partially offset by slightly reduced material costs.

Selling, general and administrative expense for the quarter ended April 30, 1999
increased by $1,043,000 compared to the same period last year. The increase in
S, G &A was due to additional selling costs, product development expenses and
information technology expenses relating to the implementation of a SAP
Enterprise Resource Planning System. In the same quarter last year, the Company
had incurred a one time $300,000 gain resulting from the final resolution of the
Company's dispute over pricing on deliveries made to the GSA.

Interest expense increased by $161,000 due to a higher average borrowing balance
for the quarter ended April 30, 1999 compared to the same period last year. The
increase in borrowings was attributable to an increase in capital spending on
the Conway, Arkansas facility expansion, an increase in spending to repurchase
common shares and an increase in cash used in operating activities.

Financial Condition:

As a result of low shipments in the first quarter, accounts and notes receivable
decreased by approximately $9,193,000 compared to year-end. In anticipation of
strong summer shipments, inventory increased by nearly $16,811,000 compared to
year-end. The increase in inventory during the first quarter of 1999, which was
greater than the increase in inventory in the comparable quarter last year,
primarily due to a decrease in shipments in the first quarter this year. This
increase in inventory was financed through the credit facility with Wells Fargo
Bank.

Capital spending for the quarter ended April 30, 1999 was $7,957,000 compared to
$2,974,000 for the same period last year. The $4,983,000 increase in capital
spending was primarily related to the Conway, Arkansas



                                       10
<PAGE>   11

facility expansion and SAP project. The Company believes that its investments in
infrastructure and information systems will ultimately deliver improved
operating efficiency. For further discussions on these two projects, please
refer to the Company's 1998 Annual Report. These capital investments and the
ongoing capital expenditures are being financed through credit facilities
established with Wells Fargo Bank and GECC. At April 30, 1999, the Company has
approximately $6,557,000 available under its credit facility with Wells Fargo
Bank. Beginning May 1, 1999 through October 31, 1999, the credit facility with
Wells Fargo Bank is expanded to $60,000,000 from $50,000,000.

Net cash used in operating activities for the first quarter ended April 30, 1999
was $14,402,000 compared to $7,804,000 for the same period last year. The
increase in cash used in operating activities was due to a decrease in net
income, an increase in inventory, a decrease in accounts payable and accrued
expenses, partially offset by reduced accounts receivable and an income taxes
benefit.

In April 1998, the Board of Directors approved a stock buyback program giving
authorization to buy back up to $5,000,000 common stock. The amount authorized
was subsequently increased to $14,000,000. As of April 30, 1999, the Company has
repurchased approximately 426,061 shares at a cost of approximately $7,901,000.
The Company intends to continue buying back shares of common stock as long as
the Company believes the shares are undervalued and operating cashflows and
borrowing capacity under the Wells Fargo line allow.

On February 23, 1999, the Company's Board of Directors authorized a $.02 per
share cash dividend, payable on April 30, 1999 to stockholders on record as of
March 31, 1999. For the quarter ended April 30, 1999, the Company paid $196,000
in cash dividends.

The Company believes that cashflows from operations, together with the Company's
unused borrowing capacity with Wells Fargo Bank will be sufficient to fund the
Company's debt service requirements, capital expenditures and working capital
needs.

Year 2000 Compliance

The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software of embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, manufacture product, or engage in similar normal
business activities.

The Company completed an assessment of its primary information systems in early
1997. The Company's legacy mainframe system would require modifications to be
year 2000 compliant. The cost of these modifications was estimated to be
approximately $200,000. As part of this assessment, the Company reviewed various
software packages that would be Year 2000 compliant and improve our information
system capabilities. After extended review, the Company determined that the
benefits attainable by implementing an enterprise resource planning system
justified the additional cost of acquiring and implementing such a system.

In August 1997, the Board of Directors approved the implementation of a SAP
Enterprise Resource Planning System. This implementation was started in October
1997 and Virco contracted with Hewlett Packard and SAP to provide hardware,
software and consulting services related to this implementation. The hardware,
software and operating systems selected were determined to be year 2000
compliant prior to beginning the implementation. Subsequent to year-end, on
March 1, 1999 the Company went live on the SAP system for all



                                       11
<PAGE>   12

required modules except for payroll, which was converted in April 1999. As of
April 30, 1999 the Company has expended approximately $9,500,000 on the
implementation in addition to dedicating considerable management time and effort
to this project. The assessment of the local area networks, which were installed
as part of the SAP project, is approximately 90% complete. Remediation is
approximately 70% complete, while testing and implementation are approximately
15% complete.

The Company's primary information systems do not have any significant interfaces
with third party vendors. The Company does have remote access with financial
institutions, credit institutions and other parties. The Company has queried the
financial institutions and is not aware of any related Year 2000 issue, which
would materially affect the Company.

In addition to the primary information systems, the Company is dependent on
computer-controlled production and manufacturing equipment. Assessment of the
equipment is approximately 95% complete. Remediation is approximately 80%
complete, while testing and implementation are approximately 50% complete. The
Company expects to complete these efforts by the fall of 1999.

The Company has queried significant suppliers and vendors that do not share
information systems with the Company (external agents). To date, the Company is
not aware of any external agent with a Year 2000 issue that would materially
impact the Company's results of operations, liquidity, of capital resources.
However, the Company has no means of ensuring that external agents will be Year
2000 ready. The inability of external agents to complete their Year 2000
resolution process in a timely fashion could materially impact the Company. The
effect of non-compliance by external agents is not determinable.

The Company has not queried customers to determine whether they are Year 2000
ready. The Company does not have any one significant customer upon which it is
dependent.

With regard to the Company's product line, the Company manufactures furniture,
including furniture designed for computers. There is no software or hardware
embedded in the furniture. Accordingly, the Company believes that there is no
Year 2000 exposure for any products it has sold.

The Company will utilize both internal and external resources to reprogram,
replace, test and implement the software and operating equipment for the Year
2000. The total cost of the Year 2000 project is estimated at $10,000,000. This
includes costs to implement the SAP Enterprise Resource Planning System, which
is expected to significantly enhance the Company's operating capabilities. This
expenditure is being financed with lease financing through GE Capital and
operating cash flows. The projected costs and the date on which the Company
believes it will complete the Year 2000 issues are based on management's best
estimates. There can be no guarantee that these estimates will be achieved and
actual results could differ from those anticipated. Specific factors that might
cause such differences include but are not limited to, the availability and cost
of personnel and the need to modify or replace hardware, software, communication
or manufacturing equipment.

Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company has
not yet completed all necessary phases of the Year 2000 program. In the event
that the Company does not complete any additional phases, the Company could be
unable to manufacture certain products, which are dependent upon automated
production equipment. The Company sells a significant amount of furniture to
publicly funded facilities. While no one customer is significant to the Company,
if a large government agency which funds educational institutions were to have
Year 2000 issues which affected school funding, the Company could incur a
material loss of sales and cash flow. In addition, disruptions in the economy
generally resulting from Year 2000 issues could also materially adversely affect
the



                                       12
<PAGE>   13

Company. The Company could be subject to litigation related to computer systems
failure. The amount of potential liability and lost revenue cannot be reasonably
estimated at this time. The Company does not have a contingency plan in the
event it does not complete all phases of the Year 2000 program. The Company
plans to continually evaluate the status of completion of the program and
prepare a contingency plan if it becomes apparent that the program will not be
completed on a timely basis.

Forward-Looking Statements

From time to time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing, including those contained
herein. Such forward-looking statements may be included in, without limitation,
reports to stockholders, press releases; oral statements made with the approval
of an authorized executive officer of the Company and filings with the
Securities and Exchange Commission. The words or phrases "anticipates,"
"expects," "will continue," "estimates," "projects," or similar expressions are
intended to identify "forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The results contemplated by
the Company's forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to vary materially from
anticipated results, including without limitation, material costs, demand for
the Company's products, and competitive conditions affecting selling prices and
margins, capital costs and general economic conditions. Such risks and
uncertainties are discussed in more detail in the Company's Annual Report on
Form 10-K for the year ended January 31, 1999.

The Company's forward-looking statements represent its judgment only on the
dates such statements were made. By making any forward-looking statements, the
Company assumes no duty to update them to reflect new, changed or unanticipated
events or circumstances.



                                       13
<PAGE>   14

                             VIRCO MFG. CORPORATION

         Exhibit (11) - Statement Re: Computation of Earnings Per Share



<TABLE>
<CAPTION>
                                                    1999              1998
                                                 -----------      -----------
                                                      Three Months Ended
                                                      ------------------
                                                           April 30
                                                           --------
<S>                                              <C>              <C>

Diluted Earnings Per Share

Average Shares Outstanding                         9,619,141        9,821,825

Net effect of dilutive stock options - based
on the treasury stock method using average
market price.                                             --          291,969
                                                 -----------      -----------
Totals                                             9,619,141       10,113,794
                                                 ===========      ===========

Net (Loss) Income                                $(1,965,000)     $   790,000
                                                 ===========      ===========

Per Share Amount                                 $      (.20)     $       .08
                                                 ===========      ===========
</TABLE>



Weighted average shares outstanding for the three months ended April 30, 1998
are adjusted for 10% stock dividend declared August 11, 1998. For the quarter
ended April 30, 1999, 179,503 shares of common stock equivalents were not
included in the denominator to calculate earning per share since the Company has
a loss in this quarter and including these shares would have been anti-dilutive.



                                       14

<PAGE>   15

                             VIRCO MFG. CORPORATION

                                   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.


                                        VIRCO MFG. CORPORATION




Date:     June 15, 1999                 By:  /s/ ROBERT E. DOSE
      ------------------------               -----------------------------------
                                             Robert E. Dose
                                             Vice President - Finance



Date:     June 15, 1999                 By:  /s/ BASSEY YAU
      ------------------------               -----------------------------------
                                             Bassey Yau
                                             Corporate Controller



                                       15