The SIP Committee is pleased to announce that effective January 1, 2000, Fidelity Investments will provide recordkeeping and investment services for our SIP/401(k) plan, with continued in-house support provided by the SIP Committee and SIP Administrators. The current SIP/401(k) plan investment options-or very similar investment options-will continue to be offered along with numerous additional investment options and expanded services that offer more flexibility for plan participants. Enhancements to plan provisions will include:

* Lower total administrative costs
* Wider variety of investment choices
* 24-hour toll free account and investment information
* Ability to direct your investments over the telephone or via the Internet
* Ability to transfer your investments on a daily basis
* Faster loan and withdrawal processing
* On-line access to your account information
* "Fidelity's Stages", a quarterly personal finance magazine
* More extensive education & workshops

Throughout the remainder of the year, you will receive in-depth information from Fidelity and the SIP Office regarding the approaching changes. Also, lunch-hour meetings will be offered to discuss the plan changes and answer any questions you may have. The SIP administrators will be working closely with Fidelity to ensure a continuation of the current services provided to all participants in addition to the services provided by Fidelity.

As Vice President & Chief Investment Officer and SIP Committee Chairman, Alex Cudzewicz explains, "Over the years, we've evaluated using outside services, but the size at which investment services companies offer the combination of attractively low fees for plan administration and a broad range of services to individual plan participants. With the Fidelity program, we're able to lower overall administration costs, enhance the services available to plan participants, and continue to provide in-house support."

The selection of Fidelity Investments is the result of an 18-month process. The goal of the SIP Committee was to enhance the plan at the same or lower cost while offering a wider range of investment options and daily valuation. The process included investigating the great diversity in services that are now offered by investment companies, obtaining formal bids, evaluating bidders, on-site visits, and negotiating plan details. Founded in 1946, Fidelity has grown to become the country's largest privately held investment manager, with more than $750 billion in assets under management.


NEW SERVICES TO BE AVAILABLE BY EARLY MARCH - TRANSITION TO AFFECT SOME DEADLINES, FUNDS, AND ACCOUNT ACTIVITY

Over the next four months, Fidelity and the SIP Office will be preparing procedures and testing files to transfer account and participant data. It will take approximately 4 months to complete this work so that assets can be transferred to Fidelity on December 31, 1999.

The actual conversion period will begin on January 1, 2000, and end in early March. During this time, the SIP Office will prepare year-end statements and tax-reporting information. Once this data has been audited and accounts verified, the actual transfer of individual account data will begin. To ensure a smooth conversion of accurate data, it will be necessary to eliminate or freeze account activity during this period (with the exception of depositing payroll deductions and loan payments). (Details on deadlines for investment changes, withdrawals, etc. prior to conversion will be discussed later in this issue). From these deadlines until the transfer is completed in early March, fund transfers, withdrawals, etc. cannot be accommodated under any circumstances. It will be your responsibility to ensure that any desired activities are accomplished by the applicable deadline.


INVESTMENT FUNDS INTO WHICH ASSETS WILL BE TRANSFERRED JANUARY 1

On December 31, 1999, assets in the plan's current investment funds will be transferred to funds available through Fidelity. Most of the funds are identical or nearly identical to the funds currently included in the SIP\401(k) plan. Two funds - the International and the Aggressive Growth funds-do not have parallel matches in the Fidelity program, so they will instead be transferred to similar funds. (These two funds only represent 8% of plan assets.) Assets will need to remain in these two funds until the end of the conversion process (early March). Once the conversion is complete, you can then continue to keep your investments in these funds or select other choices from the expanded list of options. The deadline for making changes between the currently available funds is Monday, December 20, 1999. On December 31, 1999, the money in each of the current investment funds (where applicable) will be transferred to the new funds.

Following are the plan's current funds and the corresponding into which assets will be transferred on January 1, 2000:

Current Fund to Corresponding Fund:

Stable Asset to Stable Value Fund (Fidelity managed)

Vanguard S&P 500 Index to Fidelity U.S. Equity (S&P 500) Index

Fidelity Magellan to Fidelity Magellan

International Fund to Fidelity Diversified International Fund

PIMCO Total Return Bond Fund to PIMCO Total Return Bond Fund

Aggressive Growth Fund to Fidelity Aggressive Growth

OVERVIEW OF NEW PLAN SERVICES AND ACCOUNT INFORMATION

Once the conversion is complete (schedule for early March), plan participants will be able to use the new services.

Contacts for Account Service
After the conversion, participants will be able to use Fidelity's 24-hour telephone services and Internet website to access account information, conduct all business related to their accounts (investment changes, loans, etc.), and obtain information. Later this year, you will be receiving detailed information on how to contact Fidelity and arrange any account transactions via the telephone and Internet website. The expanded flexibility includes the ability to request a transfer of funds in your existing account, among the various investment options available, on any business day.

Although you are encouraged to contact Fidelity directly, either by telephone or through their Internet website, the SIP Office will continue to be available to assist you.

Statements
Starting with the 1st quarter of 2000, the quarterly statements will be mailed by Fidelity to your home address of record with Sargent & Lundy. As mentioned earlier, participants will also be able to access their account balance information at any time through Fidelity's telephone and Internet account information services.

The quarterly statements for the Cash Balance Plan, which is unrelated to the Savings Investment Plan, will continue to be distributed by S&L (through the SIP Office).

Plan Expenses
Currently, plan administration costs do not show up as line items on the quarterly account statements. Rather, these costs are deducted from the investment return each month. With the new program, plan expenses will be paid in two ways since there will be two general types of costs for plan administration.

Fidelity plan administration costs will be paid from the expense ratio included in each mutual fund. There will be no additional participant fee charged by Fidelity for the services that they provide. In-house\SIP administration costs will now appear as a separate "line item" on each quarterly statement. This cost is a flat amount for each participant who has a total account balance of more than $1,000. The SIP Committee anticipates the cost for the first to be $65 per participant, which will be applied as a monthly charge of approximately $5.40 to the total account of each participant.

ACCOUNT TRANSACTION DEADLINES IN PREPARATION FOR CONVERSION

Following are the key deadlines for account transactions prior to the conversion:

Fund Transfers - December 20, 1999 will be the last date to request a transfer or rebalance of your account until the transition is complete (early March). Participants in any of the three Asset Allocation Mixes will remain invested in the funds of the mix selected, but there will be no further automatic rebalancing of the account after December 31. Please note that you will not be able to transfer funds during the transition period regardless of changes in the market. If you are uncomfortable with this, you should consider transferring funds no later than December 20, 1999.

Withdrawals - There will be no partial withdrawal checks issued after December 1. You will need to determine any withdrawal amount you will need between December 1 and March 1, and request the withdrawal by November 19, 1999. (The transition period will not affect retiree quarterly payments through the Periodic Payment Program.)

New Loans - December 1 will be the last day for issuing loan checks. You need to request a loan by November 19. You will need to pay off any existing loan no later than November 10 to be eligible for a new loan on December 1.

Payroll Deductions - During the conversion period (January and February) there will be no changes made to payroll deductions for the first four paychecks of next year. If you have reached the $10,000 401(k) maximum by the end of December, your 401(k) deduction will have been reinstated before the payroll file is sent to Fidelity in early January. All other payroll changes, either the percentage of deduction or investment elections of those new deductions, must be entered by the SIP Office no later than December 30 (the last business day of the year).

Enrollments - The date enroll in the plan before the conversion period will be December 15 for the December 23 paycheck. Enrollments after that date will not take effect until the March 10 paycheck.

Loan Payments by Check - Non full-time employees will continue to send their monthly loan payments to the SIP Office.

Key 1999 Dates & Deadlines
Dates to keep in mind before the conversion freeze on account activity:

Mid-October - Transition brochure mailed to all participants

Oct. 25 - Nov. 5 - Meetings with Fidelity representatives

Mid-November - Investment education kit mailed to all participants

Nov. 19 - Last date to request a withdrawal or new loan for December 1. The next opportunity will be March 1.

Nov. 30 - Last date to request termination of your SIP account (non-S&L employees). The check would be issued in mid-December

Dec. 10 - Last date to make after-tax lump sum contributions for 1999

Dec. 15 - Last date to enroll in the plan

Dec. 20 - Last date request interfund transfer or rebalancing of your account

Dec. 30 - Last date to change your percentage of deduction or deduction investment for January and February paychecks


OVERVIEW OF NEW INVESTMENT OPTIONS

The investment options currently available in the plan will be greatly expanded. As advance information, a list of the full selection of choices is included. Detailed information will be provided during the next several months. As a brief overview, the selection of options is organized into the following four groups:

Basic Mutual Fund Investments This group is similar in concept to the selection of specific funds included in the current SIP plan and includes the various funds into which current assets will be transferred on January 1, 2000. Our current selection contains 6 funds; the new selection contains 12 funds.

Asset Allocation Investments This group offers funds that are a mix of investments similar in concept to the Asset Allocation choices offered under the current plan. The current three choices will be replaced with 9 options (5 Fidelity Freedom Funds and 4 Vanguard LifeStrategy Funds).

Expanded Mutual Fund Options Fidelity's services also includes 154 other funds at no additional charge to the plan or individual participants. This group provides numerous choices for those participants who would like to shop among extensive, diverse options. The choices encompass 61 Fidelity funds and 94 non-Fidelity FundsNet funds.

Fidelity BrokerageLink Account Participants can invest their SIP account in over 3,300 additional stock and bond mutual funds and individual stocks and bonds. Users of this service will be charged additional fees.