1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from_____to_____. Commission File No. 1-13783 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN 1800 West Loop South, Suite 500 Houston, Texas 77027 B. Name and issuer of the securities held pursuant to the plan and the address of its principal executive office: INTEGRATED ELECTRICAL SERVICES, INC. 1800 West Loop South, Suite 500 Houston, Texas 77027
2 The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 28, 2000 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN By: /s/ Kent M. Edwards ------------------------------------ Kent M. Edwards Vice President, Human Resources and Administration and a member of the Administrative Committee
3 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN Financial Statements As of December 31, 1999 Together With Auditors' Report
4 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN TABLE OF CONTENTS Report of Independent Public Accountants................................................................................2 Financial Statements- Statement of Net Assets Available for Benefits as of December 31, 1999...............................................3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1999.......................4 Notes to Financial Statements...........................................................................................5 Supplemental Schedules- Schedule I--Schedule of Assets Held for Investment Purposes as of December 31, 1999.................................10 Schedule II--Schedule of Nonexempt Transactions for the Year Ended December 31, 1999................................11 -1-
5 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan: We have audited the accompanying statement of net assets available for benefits of the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan (the Plan) as of December 31, 1999, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements and the supplemental schedules referred to below are the responsibility of the Administrative Committee. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Administrative Committee, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1999, and nonexempt transactions for the year ended December 31, 1999, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Houston, Texas June 28, 2000 -2-
6 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999 ASSETS: Investments, at fair value $ 59,646,766 Accrued income 24,642 Contributions receivable- Employee 873,764 Employer 165,948 ------------- Total assets 60,711,120 LIABILITIES: Accrued liabilities 41,851 Excess contributions payable 270,574 ------------- Total liabilities 312,425 ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 60,398,695 ============= The accompanying notes are an integral part of this statement. -3-
7 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ 2,848,415 Net appreciation (depreciation) in fair value of investments- Common/collective trust funds 1,566,812 Mutual funds 4,763,710 Integrated Electrical Services, Inc., common stock (932,562) ------------ Total investment income 8,246,375 ------------ Contributions- Employee 10,114,307 Employer 1,884,876 Rollovers 600,403 ------------ 12,599,586 ------------ Transfers from other plans (Note 4) 42,828,127 ------------ Total additions 63,674,088 ------------ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals 2,876,625 Excess contributions 270,574 Administrative expenses 128,194 ------------ Total deductions 3,275,393 ------------ Net increase 60,398,695 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year -- ------------ End of year $ 60,398,695 ============ The accompanying notes are an integral part of this statement. -4-
8 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN: The following description of the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information about the Plan's provisions. General The Plan is a defined contribution plan established by Integrated Electrical Services, Inc. (the "Company"), on January 1, 1999. The Plan was established under the provisions of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), which includes a qualified deferred arrangement as described in Section 401(k) of the Code, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company, as Plan administrator, established an administrative committee (the "Administrative Committee"). The Administrative Committee is responsible for the general administration of the Plan. The Administrative Committee is given all powers necessary to enable it to carry out its duties including, but not limited to, the power to interpret the Plan. Trustee American Industries Trust Company, a subsidiary of Hand Benefits & Trust, Inc. (the "Trustee"), is the trustee of the Plan. The trustee holds, controls, manages, invests and ultimately distributes the assets of the Plan to participants. Trustee fees and administrative costs, excluding participant loan fees, incurred during 1999 were paid either by the Company or through unallocated forfeitures within the Plan. Participant loan fees were paid by the participants requesting the loan. Eligibility All employees excluding members of a collective bargaining unit, nonresident aliens, leased employees and employees of an affiliate of the Company who are not participating in the Plan are eligible to participate in the Plan on the January 1, April 1, July 1 or October 1 immediately following the later of the date on which he or she completes one year of service with at least 1,000 hours of service or attains age 21. Effective January 1, 2000, the Plan was amended to reduce the eligibility length of service from one year to six months. Rollovers Rollover contributions are allowed by the Plan and may be made by any eligible employee. -5-
9 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Contributions Eligible employees may contribute an amount up to 15 percent of his or her compensation as defined. Effective January 1, 2000, the Plan was amended to increase the deferral limit to 20 percent. The Company will make matching contributions based on a percentage, if any, as determined each Plan year by the Company. During 1999, the Company made matching contributions equal to 25 percent of the first 6 percent of each participant's contribution. The Plan allows the Company to make a "true-up" matching contribution at its sole discretion at the end of a Plan year for eligible participants in an amount which, when aggregated with the Company contributions made during the year, will produce aggregate matching contributions equal to the percentage established by the Company. Participant Accounts Each participant's account is credited with the participant's contributions, the Company's matching contributions and the participant's share of earnings, losses and any appreciation or depreciation of the funds invested. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Loans Participants may borrow from their before-tax contribution accounts a minimum of $1,000 to a maximum equal to the lesser of (a) $50,000 minus any outstanding loan balance(s) in the last 12 months or (b) 50 percent of their vested account balances. No more than one loan is allowed per account at any given time. Interest rates are established by the Administrative Committee. Loans must be repaid within five years. Principal and interest are repaid through after-tax payroll deductions. Investment Options The Plan allows for participant transactions on any January 1, April 1, July 1 and October 1 with respect to (a) the transfer of funds from one investment alternative to another, (b) changes in the contribution level, and (c) changes in the investment of new contributions. Participants may cease their deferrals at the beginning of any payroll period with proper notice. The Plan provides for contributions to be invested by the Trustee among the Company's common stock, five mutual funds and five common/collective trust funds in accordance with participant investment elections and the provisions of the trust agreement. The Trustee utilizes the American Industries Composite Employee Benefit Trust - Federal Communication Group, a common/collective trust fund, to invest assets of the Plan pending investment into the directed funds. Vesting Participants are 100 percent vested in their contributions, rollover contributions and earnings thereon. Participants vest in their Company matching contributions, and earnings thereon, as follows: Vested Completed Years of Service Percentage -------------------------- ---------- Less than 3 0% 3 or more 100 -6-
10 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Forfeitures Forfeitures result from termination of employment before full vesting has occurred. Forfeitures are first used to pay the Plan's ordinary and necessary administrative expenses. Remaining forfeitures are used to reduce the Company matching contributions. Withdrawals Once age 59-1/2 is attained, a participant may withdraw some or all of the vested amounts in his or her account. If the participant is younger than 59-1/2, he or she may withdraw some or all of the vested amounts in his or her account, excluding earnings thereon, only in the event of financial hardship. Upon retirement, termination of employment, death or permanent disability, participants or their beneficiaries may choose among monthly installments, a life annuity, a joint and 50 percent or 100 percent survivor annuity, a life annuity with a guaranteed payment period of five, 10, 15 or 20 years or a lump sum equal to the vested value of their accounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting The Trustee provides statements, prepared on a cash basis of accounting, to the Company. Adjustments have been made to convert the statements to an accrual basis for reporting purposes. Withdrawals are recorded when paid. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates. Investment Valuation and Gains (Losses) on Investments Investments are reported at market value. Mutual funds and the Company's common stock are valued based upon quoted market prices. The common/collective trust funds, which are fully benefit-responsive, are valued at cost which approximates market value. Participant loans are valued at cost, which approximates market value. Realized gains (losses) on the sale of investments and unrealized appreciation (depreciation) in the market value of investments are shown as net appreciation (depreciation) in market value of investments in the statement of changes in net assets available for benefits. -7-
11 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. INVESTMENTS: The following presents investments that represent 5 percent or more of the Plan's net assets: American Growth Fund of America $ 9,939,496 American Industries Composite Employee Benefit Trust- Benefit Trust Equity Index 500 Fund 9,172,467 Short-Term Income Fund 4,896,189 SMART Aggressive Fund 3,214,384 SMART Moderate Fund 3,781,500 Fidelity Advisor Equity Income Fund 3,446,056 Janus Worldwide Fund 9,207,173 MFS Capital Opportunities 6,554,785 4. TRANSFERS FROM OTHER PLANS: During 1999, account balances of employees of various acquired companies who had participated in plans sponsored by the acquired companies were transferred to the Plan. Transfers from the acquired companies' plans totaled $42,828,127. 5. RISKS AND UNCERTAINTIES: The Plan provides for various investments in common/collective funds, mutual funds and the Company's common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. 6. TAX STATUS: The Plan has not received a determination from the Internal Revenue Service stating that the Plan is designed in accordance with the applicable sections of the Code. However, the Administrative Committee believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and that the Plan was qualified and the related trust was tax-exempt as of December 31, 1999. 7. PRIORITIES UPON TERMINATION: Under the terms of the Plan, the Company has the right at any time to terminate the Plan. Upon termination of the Plan, the Trustee will adjust the benefits of all participants in accordance with the regulations and rulings of the Internal Revenue Service. After all such adjustments have been made, all participants become fully vested in the resulting balances of their accounts. The Trustee would then commence distribution as directed by the Administrative Committee. 8. NONEXEMPT TRANSACTIONS: As reported on Schedule II, certain Plan contributions were not remitted to the trust within the time frame specified by the Department of Labor's Regulation 29 CFR 2510.3-102, thus constituting nonexempt transactions between the Plan and the Company for the year ended December 31, 1999. -8-
12 INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 9. RELATED-PARTY TRANSACTIONS: Certain Plan investments are units of common/collective trust funds managed and distributed by American Industries Trust Company. American Industries Trust Company is the trustee for the Plan; therefore, these transactions qualify as party-in-interest transactions. -9-
13 SCHEDULE I INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999 Principal Amount or Number Current Identity of Issue/Description of Investment of Shares Cost Value ------------------------------------------- ------------- ---- ------------- American Growth Fund of America* 341,095 (a) $ 9,939,496 American Industries Composite Employee Benefit Trust- Benefit Trust Equity Index 500 Fund* 596,674 (a) 9,172,467 Federal Communication Group 1,222,355 (a) 1,222,355 Short-Term Income Fund* 4,896,189 (a) 4,896,189 SMART Aggressive Fund* 256,479 (a) 3,214,384 SMART Conservative Fund* 134,194 (a) 1,580,744 SMART Moderate Fund* 302,924 (a) 3,781,500 Fidelity Advisor Equity Income Fund 132,134 (a) 3,446,056 Fidelity Advisor Government Investment Portfolio 313,269 (a) 2,866,407 Fidelity Money Market Fund 243 (a) 243 Integrated Electrical Services, Inc., common stock* 203,474 (a) 2,047,559 Janus Worldwide Fund 120,465 (a) 9,207,173 MFS Capital Opportunities 311,984 (a) 6,554,785 Participant loans* (interest rates ranging from 8.000% to 10.711%) $ 1,717,408 1,717,408 ------------- Total assets held for investment purposes $ 59,646,766 ============= *Identified party in interest. (a)Cost omitted for participant-directed investments. -10-
14 SCHEDULE II INTEGRATED ELECTRICAL SERVICES, INC. 401(k) RETIREMENT SAVINGS PLAN SCHEDULE OF NONEXEMPT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999 Relationship to Plan, Employer or Description of Transactions, Interest Identity of Party Other Party Including Maturity Date, Amount Incurred Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan - ---------------------- -------------- ---------------------------------------------------- ----------- -------- Integrated Electrical Employer Services, Inc. Lending of monies from the Plan to the employer (contributions not timely remitted to the Plan) as follows- Deemed loan dated February 20, 1999, maturity March 2, 1999, with interest at 16.36% per month $ 79,693 $ 4,206 Deemed loan dated February 20, 1999, maturity March 17, 1999, with interest at 16.36% per month 3,113 411 Deemed loan dated February 20, 1999, maturity April 6, 1999, with interest at 16.36% per month 20,496 4,867 Deemed loan dated March 20, 1999, maturity April 6, 1999, with interest at 16.36% per month 105,501 9,465 Deemed loan dated March 20, 1999, maturity April 15, 1999, with interest at 16.36% per month 8,883 1,219 Deemed loan dated April 23, 1999, maturity April 27, 1999, with interest at 8.04% per month 1,161 12 Deemed loan dated March 20, 1999, maturity May 27, 1999, with interest at 16.36% per month 1,646 591 Deemed loan dated May 22, 1999, maturity May 27, 1999, with interest at 1.06% per month 47,274 81 Deemed loan dated May 22, 1999, maturity June 4, 1999, with interest at 7.58% per month 11,669 383 Deemed loan dated April 23, 1999, maturity June 11, 1999, with interest at 8.04% per month 18,992 2,494 Deemed loan dated May 22, 1999, maturity June 11, 1999, with interest at 7.58% per month 21,567 1,090 Deemed loan dated June 22, 1999, maturity June 24, 1999, with interest at 7.58% per month 604 3 Deemed loan dated May 22, 1999, maturity July 2, 1999, with interest at 7.58% per month 12,772 1,323 -11-
15 SCHEDULE II Continued Relationship to Plan, Employer or Description of Transactions, Interest Identity of Party Other Party Including Maturity Date, Amount Incurred Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan - ---------------------- -------------- ---------------------------------------------------- ----------- -------- Deemed loan dated June 22, 1999, maturity July 2, 1999, with interest at 7.58% per month $ 13,406 $ 339 Deemed loan dated June 22, 1999, maturity July 16, 1999, with interest at 7.58% per month 3,856 234 Deemed loan dated June 22, 1999, maturity July 22, 1999, with interest at 7.58% per month 1,230 93 Deemed loan dated June 22, 1999, maturity July 30, 1999, with interest at 7.58% per month 12,249 1,176 Deemed loan dated July 23, 1999, maturity August 14, 1999, with interest at 4.59% per month 2,797 91 Deemed loan dated June 22, 1999, maturity September 1, 1999, with interest at 7.58% per month 2,376 426 Deemed loan dated July 23, 1999, maturity September 1, 1999, with interest at 7.58% per month 4,276 418 Deemed loan dated August 21, 1999, maturity September 1, 1999, with interest at 3.21% per month 17,314 204 Deemed loan dated June 22, 1999, maturity September 15, 1999, with interest at 7.58% per month 1,230 264 Deemed loan dated August 21, 1999, maturity September 15, 1999, with interest at 3.21% per month 7,563 202 Deemed loan dated September 23, 1999, maturity September 24, 1999, with interest at 3.21% per month 1,023 1 Deemed loan dated June 22, 1999, maturity October 2, 1999, with interest at 8.74% per month 489 141 Deemed loan dated September 23, 1999, maturity October 2, 1999, with interest at 8.74% per month 763 19 Deemed loan dated May 22, 1999, maturity October 14, 1999, with interest at 8.74% per month 1,444 590 Deemed loan dated June 22, 1999, maturity October 14, 1999, with interest at 8.74% per month 496 159 Deemed loan dated July 23, 1999, maturity October 14, 1999, with interest at 8.74% per month 1,326 314 -12-
16 SCHEDULE II Continued Relationship to Plan, Employer or Description of Transactions, Interest Identity of Party Other Party Including Maturity Date, Amount Incurred Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan - ---------------------- -------------- ---------------------------------------------------- ----------- -------- Deemed loan dated August 21, 1999, maturity October 14, 1999, with interest at 8.74% per month $ 8,220 $ 1,251 Deemed loan dated September 23, 1999, maturity October 14, 1999, with interest at 8.74% per month 1,598 95 Deemed loan dated August 21, 1999, maturity October 18, 1999, with interest at 8.74% per month 6,939 1,135 Deemed loan dated September 23, 1999, maturity October 18, 1999, with interest at 8.74% per month 61 4 Deemed loan dated October 22, 1999, maturity November 1, 1999, with interest at 14.56% per month 2,119 100 Deemed loan dated August 21, 1999, maturity November 3, 1999, with interest at 14.56% per month 2,933 1,019 Deemed loan dated October 22, 1999, maturity November 8, 1999, with interest at 14.56% per month 2,428 194 Deemed loan dated November 20, 1999, maturity November 23, 1999, with interest at 14.56% per month 34,555 503 Deemed loan dated November 20, 1999, maturity December 7, 1999, with interest at 15.27% per month 7,336 614 Deemed loan dated June 22, 1999, maturity December 15, 1999, with interest at 15.27% per month 1,518 1,316 Deemed loan dated July 23, 1999, maturity December 15, 1999, with interest at 15.27% per month 1,392 994 Deemed loan dated August 21, 1999, maturity December 15, 1999, with interest at 15.27% per month 6,027 3,444 Deemed loan dated September 23, 1999, maturity December 15, 1999, with interest at 15.27% per month 1,469 601 Deemed loan dated November 20, 1999, maturity December 15, 1999, with interest at 15.27% per month 11,655 1,435 Deemed loan dated November 20, 1999, maturity December 23, 1999, with interest at 15.27% per month 3,452 561 Deemed loan dated December 22, 1999, maturity December 23, 1999, with interest at 15.27% per month 80,344 396 Deemed loan dated November 20, 1999, maturity January 4, 2000, with interest at 15.27% per month 2,429 491 -13-
17 SCHEDULE II Continued Relationship to Plan, Employer or Description of Transactions, Interest Identity of Party Other Party Including Maturity Date, Amount Incurred Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan - ---------------------- -------------- ---------------------------------------------------- ----------- -------- Deemed loan dated December 22, 1999, maturity January 4, 2000, with interest at 15.27% per month $ 4,141 $ 184 Deemed loan dated December 22, 1999, maturity January 10, 2000, with interest at 15.27% per month 6,574 291 Deemed loan dated November 20, 1999, maturity January 21, 2000, with interest at 15.27% per month 1,754 354 Deemed loan dated December 22, 1999, maturity January 21, 2000, with interest at 15.27% per month 1,079 48 Deemed loan dated July 23, 1999, maturity January 31, 2000, with interest at 15.27% per month 1,053 835 Deemed loan dated August 21, 1999, maturity January 31, 2000, with interest at 15.27% per month 1,063 691 Deemed loan dated October 22, 1999, maturity January 31, 2000, with interest at 15.27% per month 2,043 704 Deemed loan dated December 22, 1999, maturity January 31, 2000, with interest at 15.27% per month 5,757 255 Deemed loan dated March 20, 1999, maturity February 4, 2000, with interest at 15.27% per month 1,320 1,861 Deemed loan dated December 22, 1999, maturity February 4, 2000, with interest at 15.27% per month 1,017 46 --------- $ 50,238(a) ========= (a)Interest of $50,238 was allocated to affected participants subsequent to Plan year-end. -14-
18 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Consent of Independent Public Accountants
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 28, 2000, included in this Form 11-K, into the previously filed registration statement of Integrated Electrical Services, Inc. on Form S-8 (File No. 333-67113). ARTHUR ANDERSEN LLP Houston, Texas June 28, 2000