AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2005

(MARK ONE)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

06902

(ZIP CODE)

(203) 358-8000

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether 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 whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of August 5, 2005, 17,163,329 shares of Common Stock, 1,096,622 shares of Series I Preferred Stock and 10,984,971 shares of Series J Preferred Stock were outstanding.

1

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

(Unaudited)

        The Company's business activities are organized into two business segments, educational and commercial. The educational segment relates to instructional teaching aids and materials, which are distributed to educational institutions principally in North America, for kindergarten through grade 12 classes, and for nursing school and emergency medical instructors. Products in the educational segment are marketed primarily through catalogs. The growth potential of the educational segment is directly related to school enrollments and the strength of government funding of education. The commercial segment relates to agricultural products, sterile sampling containers and systems, materials for nursing home activities and novelty and gift products. Products in the commercial segment are marketed through catalogs nationwide and through a worldwide dealer network covering more than 60 countries. Market growth in the commercial segment is principally impacted by the general economic conditions of world agriculture, the increasing size of the aged population, as well as increasing global awareness of food and water quality standards. The Company evaluates the performance of these segments based on segment net sales and gross profit.

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(Unaudited)

        The following table presents segment information for the three and six months ended June 30 (in thousands):

        Other costs of sales primarily include freight costs incurred in the procurement of inventories and shipment of customer orders not allocable to a particular segment.

        The following table presents segment identifiable asset information as of June 30, 2005, December 31, 2004 and June 30, 2004 (in thousands):

        Educational assets include $13.6 million, $13.7 million and $11.4 million of goodwill at June 30, 2005, December 31, 2004 and June 30, 2004, respectively.

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        This discussion and analysis of financial condition and results of operations reviews the results of operations of the Company, on a consolidated basis, for the three and six months ended June 30, 2005 as compared to the three and six months ended June 30, 2004. This discussion and analysis of financial condition and results of operations has been derived from, and should be read in conjunction with, the unaudited Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements contained herein.

        The Company is a leading manufacturer and global distributor of educational, health, medical technology and agricultural products, primarily offered through more than 45 separate catalogs.

        The following is a summary of key events for the three and six months ended June 30, 2005:

        A key strength of the Company's business is its ability to generate cash consistently. The Board of Directors and management use cash generated as a measure of the Company's performance. The Company uses the cash generated from operations to strengthen the balance sheet, including making investments and reducing liabilities such as pension and debt, paying dividends on its preferred stock and completing prudent acquisition opportunities. The Company's management believes that examining the ability to generate cash provides investors with additional insight into the Company's performance.

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        The following table sets forth selected financial data (i) as a percentage of net sales for the three and six months ended June 30, 2005 and 2004 and (ii) the percentage change in dollars in those reported items from the comparable period in 2004:

     *      Not meaningful.

1. "EBITDA," which is considered a non-GAAP financial measure, is defined as earnings before income taxes, interest expense, other income and expense, depreciation and amortization. A non-GAAP financial measure is a numerical measure of a company's historical or future financial performance, financial position or cash flows that either excludes or includes amounts that are normally included or excluded in a comparable measure calculated and presented under GAAP. EBITDA is not presented as an alternative measure of operating results (such as earnings from operations or net earnings) or cash flow from operations, as determined in accordance with GAAP, but is presented because the Company's management believes it is a widely accepted indicator of the Company's current financial performance and ability to incur and service debt. EBITDA does not give effect to cash used for debt service requirements and thus does not reflect funds available for dividends, reinvestment or other discretionary uses. In addition, EBITDA as presented herein may not be comparable to similarly titled measures reported by other companies. The following table provides a reconciliation of net earnings to EBITDA for the three and six months ended June 30 (in thousands):

        The Company is subject to seasonal influences with peak levels occurring in the second and third quarters of the fiscal year primarily due to increased educational shipments coinciding with the start of new school years in the Fall. As a result, the Company recognizes approximately 75% of its annual net earnings in the second and third quarters of its fiscal year. Inventory levels increase in March through June in anticipation of the peak shipping season. The majority of shipments are made between June and August and the majority of cash receipts are collected from August through October.

        Quarterly results may also be materially affected by the timing of acquisitions, the timing and magnitude of costs related to such acquisitions, variations in costs of products sold, the mix of products sold and general economic conditions. Results for any quarter are not indicative of the results for any subsequent fiscal quarter or for a full fiscal year.

        Net sales for the second quarter of 2005 increased 12.5% to $50.2 million from $44.6 million for the comparable period in 2004. The growth in net sales for the second quarter of 2005 is primarily attributable to organic growth of approximately 9.2% and the inclusion of an additional $1.5 million of net sales from the CPR Prompt and Ginsberg acquisitions which were completed in the third quarter of 2004. Net sales in the educational segment, totaling $42.5 million, increased 13.7% in the second quarter of 2005 from $37.4 million in the comparable period in 2004. Excluding the net sales from CPR Prompt and Ginsberg, educational net sales for the second quarter of 2005 increased 9.7% from the second quarter of 2004. The commercial segment recorded net sales of $7.7 million in the second quarter of 2005 as compared to $7.2 million in the second quarter of 2004, thereby increasing 6.3%.

        Gross profit for the second quarter of 2005 increased 14.4% to $19.2 million from $16.8 million for the comparable period in 2004. The increase in gross profit for the second quarter of 2005 is primarily attributable to the 12.5% increase in net sales including the additional gross profit of $.6 million contributed by CPR Prompt and Ginsberg. The gross profit margin of 38.4% in the second quarter of 2005 increased from the 37.7% gross profit margin in the comparable period in 2004. The educational segment gross profit for the second quarter of 2005 increased 13.1% to $16.8 million from $14.9 million for the comparable period in 2004. The educational segment gross profit margin decreased slightly to 39.6% in the second quarter of 2005 from 39.8% for the comparable period in 2004. The commercial segment gross profit for the second quarter of 2005 increased 6.7% to $3.1 million from $2.9 million for the comparable period in 2004. The commercial segment gross profit margin of 40.5% for the second quarter of 2005 remained consistent with the commercial segment gross profit margin in the comparable period in 2004.

        Selling and administrative expenses for the second quarter of 2005 increased 7.2% to $11.2 million from $10.4 million in the comparable period in 2004. As a percent of net sales, selling and administrative expenses amounted to 22.2% for the second quarter of 2005, as compared to 23.3% in the second quarter of 2004. Expenses included in this total include advertising and catalog costs, warehouse and shipping activities, customer service and general administrative functions. Selling and administrative expenses for the second quarter of 2005 were impacted by the following: (i) increase in salaries and wages of $.4 million, or 6.1%, as a result of increases in annual employee compensation and the number of employees; (ii) increase in advertising expenses of $.1 million; and (iii) increase in group health care costs by 16.2% to $1.0 million.

        The Company recorded $.2 million and $.1 million in compensation expense for the second quarters of 2005 and 2004, respectively, related to grants of stock options to certain employees and directors.

        The Company incurred expenses of $.2 million to Geneve for certain administrative services for each of the second quarters of 2005 and 2004.

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        The Company's credit agreements assessed interest at a weighted average rate of 4.8%, 4.1% and 3.3% at June 30, 2005, December 31, 2004 and June 30, 2004, respectively.

        Aristotle and its qualifying domestic subsidiaries are included in the Federal income tax return and certain state income tax returns of Geneve. The provision for income taxes for the Company is determined on a separate return basis in accordance with the terms of a tax sharing agreement with Geneve, and payments for current Federal and certain state income taxes are made to Geneve.

        The income tax provision for the second quarter of 2005 was $3.0 million compared to $2.4 million for the comparable period in 2004. These tax provisions reflect effective tax rates of 38.6% and 38.8% for the second quarters of 2005 and 2004, respectively. For the second quarters of 2005 and 2004, the difference between the Federal statutory income tax rate of 35% and the effective income tax rate results principally from foreign and state income taxes. Approximately $2.2 million of the income tax provision for the second quarter of 2005 relates to the current utilization of the Company's Federal net operating tax loss carryforwards, compared to approximately $1.8 million in the second quarter of 2004. Although the reported earnings for the second quarters of 2005 and 2004 are shown after-tax, approximately $2.2 million and $1.8 million, respectively, of cash from operations was retained in the Company primarily as a result of the current utilization of these Federal net operating tax loss carryforwards. Except for Federal alternative minimum tax obligations arising from limitations on the utilization of Federal net operating tax loss carryforwards in 2005 and future years, the Company anticipates that the utilization of the available Federal net operating tax loss carryforwards to offset future Federal taxable income will result in the Company not having to use its cash resources to pay Federal income taxes for through 2006.

        At June 30, 2005, the Condensed Consolidated Balance Sheet contains a net deferred tax asset of $16.6 million, net of a valuation allowance of $7.7 million. Substantially all of the net deferred tax asset relates to Federal net operating tax loss carryforwards, which were recognized in applying purchase accounting to the merger with Nasco International, Inc. on June 17, 2002 (the "Merger"). The valuation allowance has been established primarily to reflect the estimate of Federal net operating tax loss carryforwards that are expected to expire unutilized. There were no changes to the valuation allowance during the second quarters of 2005 and 2004.

        Net sales for the six months ended June 30, 2005 increased 9.9% to $91.9 million from $83.6 million for the comparable period in 2004. The growth in net sales for the six months ended June 30, 2005 is primarily attributable to organic growth of approximately 6.6% and the inclusion of an additional $2.8 million of net sales from the CPR Prompt and Ginsberg acquisitions which were completed in the third quarter of 2004. Net sales in the educational segment, totaling $76.4 million, increased 11.7% in the six months ended June 30, 2005 from $68.5 million in the comparable period in 2004. Excluding the net sales from CPR Prompt and Ginsberg, educational net sales for the six months ended June 30, 2005 increased 7.5% from the comparable period in 2004. The commercial segment recorded net sales of $15.5 million in the six months ended June 30, 2005 as compared to $15.1 million in the six months ended June 30, 2004.

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        Gross profit for the six months ended June 30, 2005 increased 10.3% to $35.3 million from $32.0 million for the comparable period in 2004. The increase in gross profit for the six months ended June 30, 2005 is primarily attributable to the 9.9% increase in net sales including the additional gross profit of $1.2 million contributed by CPR Prompt and Ginsberg. The gross profit margin of 38.4% for the six months ended June 30, 2005 remained consistent with the gross profit margin in the comparable period in 2004. The educational segment gross profit for the six months ended June 30, 2005 increased 10.2% to $30.9 million from $28.1 million for the comparable period in 2004. The educational segment gross profit margin decreased to 40.5% in the six months ended June 30, 2005 from 41.0% for the comparable period in 2004. The decrease in the educational segment gross profit margin in the second quarter of 2005 is primarily due to a shift in sales mix and increased fuel costs supporting product distribution. The commercial segment gross profit for the six months ended June 30, 2005 increased 4.2% to $6.0 million from $5.8 million for the comparable period in 2004. The commercial segment yielded a gross profit margin of 38.9% in the six months ended June 30, 2005, as compared to 38.1% in the comparable period in 2004. The increase in the commercial segment gross profit margin is primarily due to a shift in sales mix.

        Selling and administrative expenses for the six months ended June 30, 2005 increased 7.4% to $21.8 million from $20.3 million in the comparable period in 2004. As a percent of net sales, selling and administrative expenses amounted to 23.7% for the six months ended June 30, 2005, as compared to 24.3% in the comparable period in 2004. Expenses included in this total include advertising and catalog costs, warehouse and shipping activities, customer service and general administrative functions. Selling and administrative expenses for the six months ended June 30, 2005 were impacted by the following: (i) increase in salaries and wages of $.7 million, or 5.7%, as a result of increases in annual employee compensation and the number of employees; (ii) increase in advertising expenses of $.2 million; and (iii) increase in group health care costs by 27.2% to $2.0 million.

        The Company recorded $.3 million and $.2 million in compensation expense for the six months ended June 30, 2005 and 2004, respectively, related to grants of stock options to certain employees and directors.

        The Company incurred expenses of $.4 million to Geneve for certain administrative services for each of the six months ended June 30, 2005 and 2004.

        The Company's credit agreements assessed interest at a weighted average rate of 4.8%, 4.1% and 3.3% at June 30, 2005, December 31, 2004 and June 30, 2004, respectively.

        Aristotle and its qualifying domestic subsidiaries are included in the Federal income tax return and certain state income tax returns of Geneve. The provision for income taxes for the Company is determined on a separate return basis in accordance with the terms of a tax sharing agreement with Geneve, and payments for current Federal and certain state income taxes are made to Geneve.

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        The income tax provision for the six months ended June 30, 2005 was $5.0 million compared to $4.3 million for the comparable period in 2004. These tax provisions reflect effective tax rates of 38.7% and 38.8% for the six months ended June 30, 2005 and 2004, respectively. For the six months ended June 30, 2005 and 2004, the difference between the Federal statutory income tax rate of 35% and the effective income tax rate results principally from foreign and state income taxes. Approximately $3.8 million of the income tax provision for the six months ended June 30, 2005 relates to the current utilization of the Company's Federal net operating tax loss carryforwards, compared to approximately $3.3 million in the six months ended June 30, 2004. Although the reported earnings for the six months ended June 30, 2005 and 2004 are shown after-tax, approximately $3.8 million and $3.3 million, respectively, of cash from operations was retained in the Company primarily as a result of the current utilization of these Federal net operating tax loss carryforwards. Except for Federal alternative minimum tax obligations arising from limitations on the utilization of Federal net operating tax loss carryforwards in 2005 and future years, the Company anticipates that the utilization of the available Federal net operating tax loss carryforwards to offset future Federal taxable income will result in the Company not having to use its cash resources to pay Federal income taxes through 2006.

        At June 30, 2005, the Condensed Consolidated Balance Sheet contains a net deferred tax asset of $16.6 million, net of a valuation allowance of $7.7 million. Substantially all of the net deferred tax asset relates to Federal net operating tax loss carryforwards, which were recognized in applying purchase accounting to the Merger. The valuation allowance has been established primarily to reflect the estimate of Federal net operating tax loss carryforwards that are expected to expire unutilized. There were no changes to the valuation allowance during the six months ended June 30, 2005 and 2004.

        At June 30, 2005, the Company had working capital of $62.1 million, increasing from $53.4 million at December 31, 2004. At June 30, 2004, the Company had working capital of $48.6 million. Cash and cash equivalents increased slightly in the six months ended June 30, 2005, ending the period at $2.2 million. Cash and cash equivalents decreased $1.1 million in the six months ended June 30, 2004, ending the period at $4.5 million. This decrease in the use of cash and cash equivalents during the six months ended June 30, 2005 as compared to the same period in 2004 is primarily due to the following activities:

The changes in current assets and liabilities are typical for the first six months of the fiscal year as the Company is preparing for its peak business cycle, which occurs during the second and third quarters of the fiscal year. For more information on the seasonality of the Company's business, please refer to the "Fluctuations in Quarterly Results of Operations" section above.

Capital expenditures to replace and upgrade existing capital equipment and install new equipment and fixtures to provide additional operating efficiencies totaled $.7 million and $.8 million in the six months ended June 30, 2005 and 2004, respectively.

During the six months ended June 30, 2005, the Company invested $1.7 million in an investment limited partnership, the general partner of which is an affiliate of the Company. The assets of the limited partnership are managed exclusively by a non-affiliate of the Company (see Note 7 of the Notes Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q). No such investments were made during the six months ended June 30, 2004. The Company had investments of $5.9 million at June 30, 2005, as compared to none at June 30, 2004.

15

The Company paid dividends of $4.3 million in each of the six months ended June 30, 2005 and 2004 on its Series I Preferred Stock and Series J Preferred Stock.

        On October 15, 2003, the Company entered into a five-year, non-amortizing, $45.0 million Revolving Credit Facility. The Revolving Credit Facility provides the Company with seasonal working capital, letters of credit and funds for appropriate acquisitions of businesses similar in nature to the Company's current business segments. This debt carries a variable rate of interest that is based on Prime or LIBOR rates plus applicable margins. At June 30, 2005, the weighted average interest rate on this debt was 4.6%. The Revolving Credit Facility currently has a committed weighted average rate of interest (including applicable margins) of approximately 5.1%. Such rate commitments expire on various dates through November 7, 2005. The Company's Revolving Credit Facility is collateralized by certain accounts receivable, inventories and property, plant and equipment, and shares of a certain subsidiary's capital stock outstanding and ownership interests of certain of the Company's limited liability subsidiaries. The Revolving Credit Facility contains various financial and operating covenants, including, among other things, requirements to maintain certain financial ratios and restrictions on additional indebtedness, common stock dividend payments, capital disposals and intercompany management fees. The Company was in compliance with all financial covenants as of June 30, 2005.

        In 2005, capital expenditures to replace and upgrade existing equipment and install new equipment and fixtures to provide additional operating efficiencies are expected to approximate $1.7 million.

        Capital resources in the future are expected to be used for the development of catalogs and product lines, to acquire additional businesses and for other investing activities. The Company anticipates that there will be sufficient financial resources to meet projected working capital and other cash requirements for at least the next twelve months. Management of the Company believes it has sufficient capacity to maintain current operations and support a sustained level of future growth.

        Inflation has had and is expected to have only a minor effect on the Company's operating results and its sources of liquidity.

        The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and notes thereto. Actual results could differ from those estimates. The Company believes the following accounting policies affect the more significant judgments and estimates used in the preparation of the Condensed Consolidated Financial Statements:

        Prepaid Catalog Costs and Amortization - The Company accumulates all direct costs, less vendor rebates, incurred in the development, production and circulation of catalogs on the Condensed Consolidated Balance Sheets until the related catalog is mailed, at which time such catalog costs are amortized into selling and administrative expense over the estimated sales realization cycle of one year, using the straight-line method.

        Deferred Income Taxes - At June 30, 2005, the Condensed Consolidated Balance Sheet contains a net deferred tax asset of approximately $16.6 million, net of a valuation allowance of approximately $7.7 million, related primarily to Federal net operating tax loss carryforwards. The realizability of this asset is dependent upon the Company's generation of sufficient levels of future taxable income and the ability to retain its Federal net operating tax loss carryforward position. Events may limit the use of all or a portion of these Federal net operating tax loss carryforwards, thus potentially resulting in a higher tax liability for the Company in the future. The net deferred tax asset, including the valuation allowance, at June 30, 2005 is subject to future adjustment based upon changes in management's evaluation of the realizability of the deferred tax asset.

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        Goodwill - The Company evaluates goodwill for impairment at least annually, or more frequently if events or circumstances indicate that the assets may be impaired, by applying a fair value based test and, if impairment occurs, the amount of impaired goodwill is written off immediately. The Company evaluates goodwill for impairment based on the expected future cash flows or earnings projections. Goodwill is deemed impaired if the estimated discounted cash flows or earnings projections do not substantiate the carrying value. The estimation of such amounts requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and selection of an appropriate discount rate, as applicable. The use of different assumptions would increase or decrease discounted future operating cash flows or earnings projections and could, therefore, change the impairment determination. The Company evaluated its goodwill at December 31, 2004, and determined that there was no impairment of goodwill.

        In calculating net periodic benefit cost and the related benefit obligation, the Company is required to select certain actuarial assumptions. These assumptions include discount rate, expected return on plan assets and rate of compensation increase. The discount rate assumptions reflect the prevailing market rates for long-term, high-quality, fixed-income debt instruments that, if the obligation was settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due. The Company uses long-term historical actual return experience with consideration of the expected investment mix of the plan's assets, as well as future estimates of long-term investment returns, to develop its assumptions of the expected return on plan assets. The rate of compensation increase is based on historical experience and the Company's long-term plans for such increases.

        Revenues - Customarily applying FOB-shipping point terms, the Company recognizes revenue upon shipment of products to its customers, which corresponds to the time when risk of ownership transfers. The point of shipment is typically from one of the Company's distribution centers or, on occasion, a vendor's location as a drop shipment. All drop shipment sales are recorded at gross selling price.

        The Company's financial instruments include cash and cash equivalents, investments, accounts receivable, accounts payable, accrued liabilities and debt. As described below, credit risk and interest rate risk are the primary sources of market risk in the Company's accounts receivable and debt.

        Credit Risk: The Company provides credit in the normal course of business to its customers, which are primarily educational institutions or distributors. No single customer accounted for more than 10% of the Company's sales in the six months ended June 30, 2005 and 2004. The Company performs ongoing credit evaluations of its customers, maintains allowances for potential credit losses and generally does not require collateral to support its accounts receivable balances.

        Interest Rate Risk: Changes in interest rates can potentially impact the Company's profitability and its ability to realize assets and satisfy liabilities. Interest rate risk is resident primarily in debt, which typically has variable interest rates based on Prime or LIBOR rates. Assuming no other change in financial structure, an increase of 1% in the Company's variable interest rate for debt would decrease pre-tax earnings for 2005 by approximately $.3 million. This amount is determined by considering the impact of a 1% increase in interest on the average debt estimated to be outstanding in 2005.

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        The Company's debt as of June 30, 2005 is as follows (in millions, except percentage data):

        The fair market value of debt equals the face amount of debt outstanding because the underlying rate of interest on substantially all of the Company's debt is variable based upon Prime or LIBOR rates.

        The President and Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of the end of the period covered by this Report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the President and Chief Financial Officer, as appropriate, and allow timely decisions regarding required disclosure.

        There have not been any changes in the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

        The Company believes that this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those projected or suggested in such forward-looking statements. The Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors including, but not limited to, the following: (i) the ability of the Company to obtain financing and additional capital to fund its business strategy on acceptable terms, if at all; (ii) the ability of the Company on a timely basis to find, prudently negotiate and consummate additional acquisitions; (iii) the ability of the Company to manage any to-be acquired businesses; (iv) there is not an active trading market for the Company's securities and the stock prices thereof are highly volatile, due in part to the relatively small percentage of the Company's securities which is not held by the Company's majority stockholder and members of the Company's Board of Directors and/or management; (v) the ability of the Company to retain and utilize its Federal net operating tax loss carryforward position; and (vi) other factors identified in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, "Forward-Looking Statements," contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. As a result, the Company's future development efforts involve a high degree of risk. For further information, please see the Company's filings with the SEC, including its Forms 10-K, 10-Q and 8-K.

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        The following exhibits are filed as part of this report:

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        Pursuant to the requirements 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.

                                                                                                                                            Date: August 11, 2005

                                                                                                                                            /s/ Steven B. Lapin

                                                                                                                                            Steven B. Lapin

                                                                                                                                            President and Chief Operating Officer

                                                                                                                                            (Principal Executive Officer)

                                                                                                                                            Date: August 11, 2005

                                                                                                                                            /s/ Dean T. Johnson

                                                                                                                                            Dean T. Johnson

                                                                                                                                            Vice President and Chief Financial Officer

                                                                                                                                            (Principal Financial and Accounting Officer)

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