Notes to Consolidated Financial Statements

(16) Commitments, Contingencies and Related Party Transactions
During the fall of 1999, 16 putative securities class action lawsuits were filed against the Company, certain of its directors and officers and the Company's underwriters in its January 1999 common stock offering. The suits have been consolidated and the court has appointed lead plaintiffs as well as lead and liaison counsel for the plaintiffs.

The consolidated amended complaint alleges violations of Section 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder on behalf of purchasers of the Company's common stock during the period October 1, 1998 through August 12, 1999. Plaintiffs generally allege that the defendants made false and misleading statements and failed to disclose allegedly material information in the prospectus relating to the January 1999 common stock offering and in certain of the Company's other public filings and announcements. The plaintiffs also allege that these allegedly false and misleading statements and omissions permitted the Chairman of the Company to sell Company common stock during the class period at inflated market prices. The plaintiffs seek remedies including certification of the putative class, unspecified damages, attorneys' fees and costs, rescission to the extent any members of the class still hold the Company's common stock, and such other relief as the court may deem proper. By February 25, 2000, the Company expects to move to dismiss the complaint.

This action is in its earliest stages and the outcome of the action and costs of defending it cannot be predicted at this time. The Company believes that the claims are without merit and intends to defend itself vigorously.

The Company was notified in September 1994 that a suit was brought by a competitor regarding the Company's acquisition of certain corporations in Mexico. The former owners of these corporations have agreed to indemnify the Company should an unfavorable outcome result. There has been no significant activity regarding this suit since 1996, and the Company assumes it has been abandoned. Unless there are new developments, the Company will no longer report on this suit.

The Company is a party to certain other legal proceedings in the ordinary course of its business but does not regard any such proceedings as material. As of October 31, 1999, the Company had advanced approximately $1,205, including accrued interest, to fund premiums on a split-dollar, "second-to-die" life insurance policy on behalf of the Company's Chairman, Mr. Frank B. Stewart, Jr., and Mrs. Stewart. The advances are collateralized by the assignment of other insurance policies and the pledge of Class A Common Stock of the Company. In 1992, the Company agreed to continue to advance such premiums for a twelve-year period and will be repaid at the earliest of (a) the surrender of the policy, (b) the deaths of Mr. and Mrs. Stewart, or (c) 60 days following payment in full of all premiums on the policy.

The Company has noncancellable operating leases, primarily for land and buildings, that expire over the next one to 24 years, except for five leases that expire between 2032 and 2072. Rent expense under these leases was $8,042, $7,805 and $6,025 for the years ended October 31, 1999, 1998 and 1997, respectively. The Company's future minimum lease payments as of October 31, 1999 are $7,755, $6,378, $5,492, $4,642, $3,930 and $39,428 for the years ending October 31, 2000, 2001, 2002, 2003, 2004 and later years, respectively. Additionally, the Company has entered into non-compete agreements with prior owners of acquired subsidiaries that expire through 2012. The Company's future non-compete payments as of October 31, 1999 for the same periods are $7,345, $6,949, $6,302, $5,634, $4,452 and $8,987, respectively.

The Company leases office space from an affiliated company. Rental payments were approximately $534, $636, and $602 for the years ended October 31, 1999, 1998, and 1997, respectively.