<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                 (X) Annual Report Pursuant to Section 13 or 15(d)
                      of the Securities and Exchange Act of
                     1934 For the Fiscal Year Ended June 30,
                                      1999
                                       OR
            ( ) Transition Report Pursuant to Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934

                          Commission file number 0-4090

                       ANALYSTS INTERNATIONAL CORPORATION



Minnesota                                               41-0905408
(State of Incorporation)                                (IRS Identification No.)

3601 West 76th Street,  Minneapolis, Minnesota          55435
(Address of Principal Executive Office)                 (Zip Code)

Registrant's telephone number, including area code:     612/835-5900

Securities registered pursuant to
Section 12 (b) of the Act:                              NONE

Securities registered pursuant to
Section 12 (g) of the Act:               Common Stock, par value $.10 per share
                                         Common Share Purchase Rights

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 Yes   X     No
     ----       -----

Indicate 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.
Yes    X     No
     ----       -----

The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the registrant as of August 31, 1999 was $274,648,000 based
upon the closing price as reported by Nasdaq.

As of August 31, 1999 there were 22,557,691 shares of the registrant's common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Incorporated by reference are (i) portions of the annual report to shareholders
for the year ended June 30, 1999 (Parts I and II) and (ii) proxy statement dated
September 13, 1999 (Part III).


<PAGE>

                                     PART I

ITEM 1. BUSINESS

     Analysts International Corporation ("Analysts International" or the
"Company") provides a full range of computer software services to computer
users, computer manufacturers and software developers throughout the United
States and in Canada and the United Kingdom. Over 90% of the Company's revenues
are from services provided to its existing customer base, which consists
primarily of Fortune 500 companies. This high percentage of repeat business
reflects the Company's emphasis on customer satisfaction and development of
long-term relationships with customers who have an ongoing need for the services
which the Company provides.

     Analysts International offers its clients a full range of software service
offerings, sometimes referred to by others in the industry as "solutions,"
including custom software development under Company project management, Year
2000 assessment and remediation services, supplemental IT and software
engineering staffing, maintenance of legacy systems, help desk services and
single source staffing of programmers and other software professionals through
the Company's Managed Services Group. The Company's projects involve nearly
every type and manufacture of computers and all of the major operating systems.
Examples of the types of projects in which the Company was involved in during
the fiscal year are highlighted in detail in the Company's 1999 Annual Report.

     Analysts International's largest customer is U S West Inc., which is
headquartered in Denver and provides telecommunication services to over 25
million customers in 14 states as well as domestic and international cable and
telephone, wireless communications, directory and information services. The
Company is U S West's single source for supplemental staffing for U S West's
IT/software engineering needs.

                                       2
<PAGE>

     To meet these needs, and to facilitate its management of over 1,000
computer programmers and other technical personnel it has on assignment at U S
West, the Managed Services Group of the Company fills requirements, manages
assigned personnel and provides time record keeping/billing services through
proprietary software developed specifically for this service offering. The
Company's initial three-year contract expired May 31, 1998. The current
contract was extended through March 31, 2000. Revenues from services provided
to U. S. West, were approximately 23%, 22% and 22% of total revenues during the
last three fiscal years, respectively, and are expected to be approximately the
same percentage for fiscal 2000. Loss of this business would have a material
adverse effect on the Company.

     The Company has expanded the Managed Services Group offering to other
clients, including Chevron Information Technology Company (Chevron Corporation's
technology subsidiary), Salt River Project (the nation's third largest public
power utility), and Motorola's Semi-Conductor Products Sector. These Managed
Services Group customers use the Company as their sole source for supplemental
IT/software engineering staffing.

     Analysts International provided services through 30 of its branch offices
during the year to various divisions of International Business Machines
Corporation (IBM), its second largest customer, as a national service provider
under IBM's National Procurement initiative.

     The Company's contract with IBM expires December 31, 2000, subject to IBM's
right to cancel for convenience on 30 days' written notice. IBM's National
Procurement initiative requires the Company and the other participating vendors
to accept lower hourly rates in return for the opportunity to do a greater
volume of business with IBM. There can be no assurance, however, that volume
will offset lower rates. IBM business under the national contract

                                        3
<PAGE>

accounted for about 16% to 21% of revenues in each of the last three fiscal
years, and loss of this business would have a material adverse effect on the
Company.

     Analysts International provides its services to a wide range of industries.
Its fiscal 1999 revenues were derived from services rendered to customers in the
following industry groups:

<TABLE>
<CAPTION>
                                                          Approximate Percent
Industry Group                                              FY 1999 Revenues
-----------------------------------------------------------------------------
<S>                                                       <C>
         Telecommunications                                           24.8%
         Electronics                                                  18.9%
         Services                                                     13.6%
         Manufacturing                                                 7.8%
         Oil and Chemical                                              6.9%
         Financial                                                     6.4%
         Merchandising                                                 4.7%
         Insurance                                                     3.8%
         Government                                                    2.2%
         Health Care                                                   1.9%
         Food                                                          1.8%
         Power and Utility                                             1.7%
         Transportation                                                 .8%
         Other                                                         4.7%
</TABLE>


                                        4
<PAGE>

     Analysts International provided services to more than 900 clients during
the fiscal year. Consistent with its practices in prior years, the Company
rendered these services almost exclusively on a time and materials hourly rate
basis under which invoices for services rendered were submitted no less
frequently than monthly with payment due generally net 30 days.

ORGANIZATION AND MARKETING

     Analysts International provides its software services through its branch
and field offices, assigned on a geographical basis to one of five regions. Each
branch office is staffed with technical personnel and is managed by a branch
manager, who has primary responsibility for the administration, personnel and
recruiting, customer relations and profitability of the branch. The branch
manager has broad authority to conduct the operation of the branch, subject to
adherence to corporate policies. In general, field offices are established to
support specific projects for one or more specific customers at locations not
served by a local branch office and are managed by a branch within the same
geographical region. A field office may become a branch office when the volume
of business and the prospects for additional business justify the additional
location expenses associated with branch office status.

     During the fiscal year, the Company maintained branch offices in the
following locations: Atlanta, Austin, Boca Raton, Chicago, Cincinnati/Dayton,
Cleveland, Columbus (Ohio), Dallas, Danbury, Denver, Des Moines, Detroit,
Houston, Indianapolis, Kansas City, Iselin (New Jersey), Lexington (Kentucky),
Los Angeles, Minneapolis, New York City, Omaha, Phoenix, Portland,
Raleigh/Durham, Rochester (Minnesota), Rochester (New York), St. Louis, San
Francisco, Seattle, Silicon Valley, Tampa, Toronto, Canada and Tulsa. Analysts
International utilizes its own direct sales force to sell its services. At the
end of the fiscal year, the Company's sales staff totaled 110 in number. The
ability to recruit and hire experienced technical personnel

                                       5
<PAGE>

with backgrounds and experience suitable for customer requirements is an
important factor in the Company's business, and each branch office employs at
least one full time recruiter. At the end of the fiscal year, the Company's
recruiting staff totaled 125 in number.

COMPETITION

     Analysts International competes with software consulting divisions of
several large companies (including DEC, Andersen Consulting, IBM, Olsten, Volt
and Manpower) on a national basis. These organizations and their software
consulting divisions are substantially larger than the Company in terms of sales
volume and personnel and have substantially greater financial resources.

     The Company also competes with other national software services companies
such as Computer Task Group, CGA, Keane Inc., and Computer Horizons.

     The Company's branches compete in their local market areas with numerous
regional and locally-based software services firms. Most of these competitors
are approximately the same size as or smaller than the Company's local branch,
although in certain market areas they are larger than the Company's local
branch.

     The Company believes its total staff and sales volume are larger than most
of the national, regional and local software services companies, but in some
market areas certain of these competitors may be larger. Although there are no
comprehensive industry statistics available, the Company believes it is among
the ten largest national software services companies in the United States.

     Principal competitive factors in the software services business include
technical expertise, responsiveness to customers' needs, reputation and
credibility, and hourly rates. Analysts International believes it is competitive
in these respects.

                                        6
<PAGE>

PERSONNEL

     Analysts International has approximately 4,900 personnel. Of these,
approximately 4,100 are systems analysts, computer programmers and other
technical personnel whose services are billable to clients. Several years of
programming experience is generally a prerequisite to employment with the
Company.

     Maintaining the present volume of the Company's business and its continued
growth depend to a significant extent on its ability to attract and retain
qualified technical personnel. Such personnel are in great demand. Although the
Company has been able to attract and retain qualified technical personnel and
believes its personnel relations are satisfactory, there can be no assurance the
Company will be able to continue to attract and retain such personnel. Its
inability to do so would have a material adverse effect on the registrant's
business.

OTHER MATTERS

     Analysts International was incorporated under Minnesota law on March 29,
1966. Its principal office is identified in response to Item 2 below. Raw
materials, seasonality, compliance with environmental protection laws, and
patents, trademarks, licenses, franchises or other concessions are not material
to an understanding of the Company's business. No portion of the Company's
business is subject to renegotiation of profits at the election of the
government. Backlog is not material because nearly all of the Company's
contracts for services, including contracts with the government (which are not
material), are terminable by either the customer or the Company on notice of 30
days or less.

                                        7
<PAGE>

CAUTIONARY STATEMENT UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

     Statements included in this document may be "forward-looking statements"
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and of Section 21F of the Securities Exchange Act of 1934, as amended.
Additional oral or written forward-looking statements may be made by the Company
from time to time, and such statements may be included in documents that are
filed with the Securities and Exchange Commission. Words such as "believes,"
"intends," "possible," "expects," "estimates," "anticipates," or "plans" and
similar expressions are intended to identify forward-looking statements.

     Forward-looking statements are based on expectations and assumptions, and
they involve risks and uncertainties which could cause results or outcomes to
differ materially from expectations. Among the risks and uncertainties important
to the Company's business are the continued need of current and prospective
customers for the Company's services, competition, the availability of qualified
professional staff, and the Company's ability to increase rates as labor and
operating costs increase. There may be other factors, such as general economic
conditions which affect businesses generally, which may cause results to vary
from expectations.

ITEM 2. PROPERTIES

     Analysts International's principal executive offices and the
Minneapolis, Minnesota branch offices are located at 3601 West 76th Street,
Minneapolis, Minnesota 55435, in a 154,000 square foot office building which
it owns. All branch offices and field offices (except for the Minneapolis
branch office) are held under leases with varying expiration dates ranging
from 30 days to 9 years. See Note I of Notes to Consolidated Financial
Statements at page 24 of the Company's 1999 Annual Report to Shareholders.

                                        8
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     There are no pending legal proceedings to which the Company is a party to
or which any of its property is subject, other than ordinary routine litigation
incidental to the business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's shareholders during the
fourth quarter of fiscal 1999.

                                        9
<PAGE>

                                EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
Name                Age  Title
----                ---  -----
<S>                 <C>  <C>
Frederick W. Lang   74   Chairman and Chief Executive Officer since 1989;
                         President and Chief Executive Officer from 1966-1989;
                         Treasurer from 1987-1989.


Victor C. Benda     68   President and Chief Operating Officer since 1989;
                         Executive Vice President from 1983 to 1989; Senior Vice
                         President from 1980 to 1983; Vice President from 1967
                         to 1980.


Sarah P. Spiess     58   Executive Vice President since 1996; Senior Vice
                         President during 1996; Vice President and General
                         Manager of Southern Region from 1992 to 1996; Manager
                         of Minneapolis Branch
                         1979 to 1992.


Thomas R. Mahler    53   Secretary since 1979; General Counsel since 1982.


Gerald M. McGrath   60   Chief Financial Officer since 1996; Treasurer since
                         1989; Vice President, Finance since 1988; Assistant
                         Treasurer from 1976 to 1989; Controller from 1966 to
                         1989.
</TABLE>


Terms of office expire October 15, 1999.

                                       10
<PAGE>

                                     PART II

The following portions of the Company's annual report to shareholders
for the fiscal year ended June 30, 1999 are incorporated by reference in
response to Items 5, 6, 7 and 8 as follows:

<TABLE>
<CAPTION>
Items in Form 10-K   Caption or Section and Page in Annual Report
------------------   --------------------------------------------
<S>                  <C>                                            <C>
       5             Market Price Ranges on Common Stock            25

       6             Five-Year Summary                              26

       7             Management's Discussion and Analysis           16-17

       8             Financial Highlights and Statements            1 and 18-26
</TABLE>

(See Index to Consolidated Financial Statements and Schedules set forth in Item
14 of this Form 10-K.)


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

       There have been no disagreements with or changes in the Company's
independent auditors within the past 24 months.

                                       11
<PAGE>

                                    PART III

       The information regarding executive officers required by Item 10 is set
forth under the caption "Executive Officers" in Part I of this Form 10-K. Other
information called for in Part III, including information regarding directors
(Item 10), executive compensation (Item 11) and security ownership of certain
beneficial owners and management (Item 12), is set forth in the Company's
definitive proxy statement for the annual meeting of shareholders to be held
October 27, 1999, filed pursuant to Regulation 14A, as follows:

<TABLE>
<CAPTION>
Items in Form 10-K     Caption and Page in Definitive Proxy Statement
------------------     ----------------------------------------------
<S>                    <C>                                            <C>
       10              Election of Directors                          2-5
       11              Board Committees and Compensation and
                        Executive Compensation                        2-4, 11-15
       12              Election of Directors and Principal
                        Shareholders                                   2-5, 18
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 1999:

a.     No director, executive officer, nominee for election as a director,
       holder of more than five percent of the Company's common stock or members
       of the immediate family of any of the foregoing persons had any direct or
       indirect material interest in any transaction or series of transactions
       to which the Company was a party and in which the amount exceeded
       $60,000, nor is any such transaction proposed;

                                       12
<PAGE>

b.     The Company was not a party with any entity in which any of the Company's
       directors or nominees for election as directors was an executive officer,
       held more than a 10% equity interest, was a member of or of counsel to
       (in the case of a law firm) or was a partner or executive officer (in the
       case of an investment banking firm), in any transaction involving
       payments of more than five percent of the gross revenues of either the
       Company or such entity, nor is any such transaction proposed; and

c.     No director, executive officer or nominee for election as a director or
       (i) any member of the immediate family of any of the foregoing, (ii) any
       corporation or beneficial holder of ten percent or more of any class of
       equity securities, or (iii) any trust or other estate in which such
       person served as a trustee or in a similar capacity was indebted to the
       Company in excess of $60,000.

Subparagraph d. of this Item is not applicable.

                                       13
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS
         ON FORM 8-K

a.1    CONSOLIDATED FINANCIAL STATEMENTS

       The consolidated financial statements of Analysts International
       Corporation and its subsidiary and the related independent auditors'
       report are included on the following pages of its annual report to
       shareholders for the fiscal year ended June 30, 1999:

<TABLE>
<CAPTION>
                                                                                    Pages in Annual Report
                                                                                    ----------------------
       <S>                                                                          <C>
       Consolidated Balance Sheets at June 30, 1999 and 1998                                   18

       Consolidated Statements of Income for each of the
       three years in the period ended June 30, 1999                                           19

       Consolidated Statements of Cash Flows for each of the
       three years in the period ended June 30, 1999                                           20

       Consolidated Statements of Shareholders' Equity for
       each of the three years in the period ended June 30, 1999                               21

       Notes to Consolidated Financial Statements                                           22-24

       Independent Auditors' Report                                                            25

a.2    CONSOLIDATED FINANCIAL STATEMENT SCHEDULES                                       Page Herein
                                                                                        ----------
       Independent Auditors' Report on Schedule                                                18

       Schedule II.  Valuation and Qualifying Accounts                                         19

</TABLE>

       Other consolidated financial statement schedules are omitted because they
are not required or the information is presented in the consolidated financial
statements or notes thereto.

                                       14
<PAGE>

a.3   EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number                                                           Exhibit Page
--------------                                                           ------------
<S>     <C>                                                              <C>
 3-a    Articles of Incorporation, as amended (Exhibit 3-a to Annual
        Report on Form 10-K for fiscal year 1988, Commission File No.
        0-4090, incorporated by reference).

 3-b    Restated Bylaws (Exhibit 3-b to Annual Report on Form 10-K for
        fiscal year 1988, Commission File No. 0-4090, incorporated by
        reference).

 3-c    Amendment to Articles of Incorporation to increase authorized
        shares to 40 million (Exhibit A to Definitive Proxy Statement
        dated September 5, 1996, Commission File No. 0-4090,
        incorporated by reference).

 3-d    Amendment to Articles of Incorporation to increase authorized
        shares to 60 million (Exhibit 3-d to Annual Report on Form 10-K
        for fiscal year 1998, Commission File No. 0-0409, incorporated
        by reference).

 3-e    Amendment to Articles of Incorporation to increase authorized
        shares to 120 million (Exhibit A to Definitive Proxy Statement
        dated September 8, 1998, Commission File No. 0409, incorporated
        by reference).

 4-a    Specimen Common Stock Certificate for Non-Employee Directors
        (Exhibit 4(a) to Annual Report on Form 10-K for fiscal year
        1989, Commission File No. 0-4090, incorporated by reference).

 4-b    Rights Agreement dated as of June 16, 1989 between Analysts
        International Corporation and Norwest Bank Minnesota, N.A., as
        Rights Agent which includes the form of Rights Certificate and
        Summary of Rights (Exhibit A to the Registrant's Form 8-A dated
        June 16, 1989, Commission File No. 0-4090, incorporated by
        reference).

 4-c    First Amendment to Rights Agreement dated as of May 8,1990
        between Analysts International Corporation and Norwest Bank
        Minnesota, N.A. as Rights Agent (Exhibit 4(c) to Annual Report
        on Form 10-K for fiscal year 1991, Commission File No. 0-4090,
        incorporated by reference).

                                       15
<PAGE>

a.3   EXHIBITS (con't)

<CAPTION>
Exhibit Number                                                           Exhibit Page
--------------                                                           ------------
<S>     <C>                                                              <C>
 4-d    Second Amendment to Rights Agreement dated as of April 30, 1996
        between Analysts International Corporation and Norwest Bank
        Minnesota as Rights Agent (Exhibit 4(d) to Annual Report on Form
        10-K for fiscal year 1996, Commission File No. 0-4090,
        incorporated by reference).

 4-e    Restated Rights Agreement dated as of June 16, 1989 and restated
        as of April 16, 1998 between Analysts International Corporation
        and Norwest Bank Minnesota, N.A. as Rights Agent (Exhibit 4-e to
        Annual Report on Form 10-K for fiscal year 1998, Commission File
        No. 0-4090, incorporated by reference).

 10-a   Senior Executive Retirement Plan (Exhibit 10-e to Annual Report
        on Form 10-K for fiscal year 1984, Commission File No. 0-4090,
        incorporated by reference).

 10-b   Deferred Compensation Plan (Exhibit 10-g to Annual Report on
        Form 10-K for fiscal year 1984, Commission File No. 0-4090,
        incorporated by reference).

 10-c   1985 Incentive Stock Option Plan (Exhibit 10(d) to Annual Report
        on Form 10-K for fiscal year 1991, Commission File No. 0-4090,
        incorporated by reference).

 10-d   1994 Stock Option Plan (Exhibit A to Definitive Proxy Statement
        dated September 6, 1994 for registrant's 1994 Annual Meeting of
        Shareholders, Commission File No. 0-4090, incorporated by
        reference).

 10-e   1996 Stock Option Plan for Non-employee Directors (Exhibit B to
        Definitive Proxy Statement dated September 5, 1996, Commission
        File No. 0-4090, incorporated by reference).

 10-f   1999 Stock Option Plan (Exhibit A to Definitive Proxy Statement
        dated September 13, 1999, Commission File No. 0-4090, incorporated
        by reference).

 11     Calculations of Earnings Per Share.

 13     1999 Annual Report to Shareholders.

 21     Subsidiaries of Registrant.

 23     Independent Auditors' Consent.

                                       16
<PAGE>

 24     Powers of Attorney.

 27     Financial Data Schedule

</TABLE>

b.  REPORTS ON FORM 8-K

    There were no reports on Form 8-K for the three months ended June 30, 1999.


                                       17
<PAGE>

                    INDEPENDENT AUDITORS' REPORT ON SCHEDULE





Shareholders and Board of Directors
Analysts International Corporation
Minneapolis, Minnesota

We have audited the consolidated financial statements of Analysts International
Corporation and its subsidiary as of June 30, 1999 and 1998, and for each of the
three years in the period ended June 30, 1999, and have issued our report
thereon dated August 16, 1999; such consolidated financial statements and report
are included in your 1999 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedule of Analysts International Corporation and subsidiary, listed
in Item 14 a.2. This consolidated financial statement schedule is the
responsibility of Analysts International Corporation's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
this consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
August 16, 1999

                                       18
<PAGE>


                       ANALYSTS INTERNATIONAL CORPORATION

                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                             Balance at            Charged to         Deductions           Balance
                                              beginning             costs and             net of            at end
                                              of period              expenses         recoveries         of period
                                             ----------            ----------         ----------         ---------
Description
-----------
<S>                                          <C>                   <C>                <C>                <C>
Allowance for doubtful accounts:

Year ended June 30, 1999                       $750,000              $989,000           $889,000          $850,000

Year ended June 30, 1998                        550,000               502,000            302,000           750,000

Year ended June 30, 1997                        500,000               322,000            272,000           550,000

</TABLE>

                                       19
<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.

                                             ANALYSTS INTERNATIONAL CORPORATION

                                             BY  /s/ F.W. Lang
                                                ---------------------------
DATE September 28, 1999                         F. W. Lang, Chairman
     ------------------

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 and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                    Title                             Date
---------
<S>                      <C>                                              <C>
/s/     F. W. Lang          Chairman & Chief Executive Officer
------------------------     (Principal Executive Officer)
        F.W. Lang

/s/     G. M. McGrath        Vice President, Finance and Treasurer
------------------------ (Principal Finance and Accounting Officer)
        G. M. McGrath

/s/     V. C. Benda        President and Chief Operating Officer
------------------------
        V. C. Benda*
                                                                          September 28, 1999
/s/     W. K. Drake
------------------------                 Director
        W. K. Drake*

/s/     M. A. Loftus
------------------------                 Director
        M. A. Loftus*

/s/     E. M. Mahoney
------------------------                 Director
        E. M. Mahoney*

/s/     R. L. Prince
------------------------                 Director
        R. L. Prince*
</TABLE>

*F.W. Lang, by signing his name hereto, hereby signs this form 10-K on behalf of
the persons indicated pursuant to powers of attorney filed herewith.


                              /s/ F. W. Lang
                              --------------------
                              F. W. Lang, Chairman


                                       20
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number
----------------------------------------------------------------------
<S>                  <C>

      11             Calculations of Earnings Per Share.

      13             1999 Annual Report to Shareholders.

      21             Subsidiaries of Registrant.

      23             Independent Auditors' Consent.

      24             Powers of Attorney.

      27             Financial Data Schedule.

</TABLE>

For a list of exhibits incorporated by reference and not filed with this Form
10-K, see Item 14 a.3 at pages 15-16 of this Form 10-K.

                                       21