SUBJECT: MEMO from SANTA

TO: ALL Employees

The recent announcement that Donner and Blitzen have elected to take the
early reindeer retirement package has triggered a good deal of concern
about whether they will be replaced, and about other restructuring
decisions at the North Pole.

Streamlining was appropriate in view of the reality that the North Pole no
longer dominates the season's gift distribution business. Home shopping
channels and mail order catalogs have diminished Santa's market share and
he could not sit idly by and permit further erosion of the profit picture.

The reindeer downsizing was made possible through the purchase of a late
model Japanese sled for the CEO's annual trip. Improved productivity from
Dasher and Dancer, who summered at the Harvard Business School, is
anticipated and should take up the slack with no discernible loss of
service. Reduction in reindeer will also lessen airborne environmental
emissions for which the North Pole has been cited and received unfavorable
press. I am pleased to inform you and yours that Rudolph's role will not be
disturbed.

Tradition still counts for something at the North Pole. Management denies,
in the strongest possible language, the earlier leak that Rudolph's nose
got that way not from the cold, but from substance abuse. Calling Rudolph
"a lush who was into the sauce and never did pull his share of the load"
was an unfortunate comment, made by one of Santa's helpers and taken out of
context at a time of year when he is known to be under executive stress.

As a further restructuring, today's global challenges require the North
Pole to continue to look for better, more competitive steps. Effective
immediately, the following economy measures are to take place in the
"Twelve Days of Christmas" subsidiary.

* The partridge will be retained, but the pear tree never turned out to
be the cash crop forecasted. It will be replaced by a plastic hanging
plant, providing considerable savings in maintenance.

* The two turtle doves represent a redundancy that is simply not cost
effective. In addition, their romance during working hours could not
be condoned. The positions are therefore eliminated.

* The three French hens will remain intact. After all, everyone loves
the French.

* The four calling birds were replaced by an automated voice mail
system, with a call waiting option. An analysis is underway to
determine who the birds have been calling, how often, and how long
they talked.

* The five golden rings have been put on hold by the Board of Directors.
Maintaining a portfolio based on one commodity could have negative
implications for institutional investors. Diversification into other
precious metals as well as a mix of T-Bills and high technology stocks
appear to be in order.

* The six geese-a-laying constitutes a luxury which can no longer be
afforded. It has long been felt that the production rate of one egg
per goose per day is an example of the decline in productivity. Three
geese will be let go, and an upgrading in the selection procedure by
personnel will assure management that from now on every goose it gets
will be a good one.

* The seven swans-a-swimming is obviously a number chosen in better
times. The function is primarily decorative. Mechanical swans are on
order. The current swans will be retrained to learn some new strokes
and therefore enhance their outplacement.

* As you know, the eight maids-a-milking concept has been under heavy
scrutiny by the EEOC. A male/female balance in the workforce is being
sought. The more militant maids consider this a dead-end job with no
upward mobility. Automation of the process may permit the maids to try
a-mending, a-mentoring or a-mulching.

* Nine ladies dancing has always been an odd number. This function will
be phased out as these individuals grow older and can no longer do the
steps.

* Ten Lords-a-leaping is overkill. The high cost of Lords plus the
expense of international air travel prompted the Compensation
Committee to suggest replacing this group with ten out-of-work
congressmen. While leaping ability may be somewhat sacrificed, the
savings are significant because we expect an oversupply of unemployed
congressmen this year.

* Eleven pipers piping and twelve drummers drumming is a simple case of
the band getting too big. A substitution with a string quartet, a
cutback on new music and no uniforms will produce savings which will
drop right down to the bottom line.

We can expect a substantial reduction in assorted people, fowl, animals and
other expenses. Though incomplete, studies indicate that stretching
deliveries over twelve days is inefficient. If we can drop ship in one day,
service levels will be improved.

Regarding the lawsuit filed by the attorney's association seeking expansion
to include the legal profession ("thirteen lawyers-a-suing") - action is
pending.

Lastly, it is not beyond consideration that deeper cuts may be necessary in
the future to stay competitive. Should that happen, the Board will request
management to scrutinize the Snow White Division to see if seven dwarfs is
the right number.

Questions should be directed to me.

(Signed) S. Claus
---------------------------------------------------------------------------