Appendix A to Item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
Quarter Ended August 31, 2002
Item Number Item Description Amount
5-02(1) Cash and cash items 27,314
5-02(2) Marketable securities -
5-02(3)(a)(1) Notes and accounts receivable-trade 1,061,846
5-02(4) Allowances for doubtful accounts 58,268
5-02(6) Inventory 4,108,560
5-02(9) Total current assets 5,315,603
5-02(13) Property, plant and equipment 10,614,924
5-02(14) Accumulated depreciation 9,682,209
5-02(18) Total assets 6,248,318
5-02(21) Total current liabilities 3,218,671
5-02(22) Bonds, mortgages and similar debt 2,142,675
5-02(28) Preferred stock-mandatory redemption -
5-02(29) Preferred stock-no mandatory redemption -
5-02(30) Common stock 19,382
5-02(31) Other stockholders' equity 2,792,265
5-02(32) Total liabilities and stockholders'
equity 6,248,318
5-03(b)1(a) Net sales of tangible products 3,226,991
5-03(b)1 Total revenues 3,226,991
5-03(b)2(a) Cost of tangible goods sold 2,379,772
5-03(b)2 Total costs and expenses applicable
to sales and revenues 508,196
5-03(b)3 Other costs and expenses 24,995
5-03(b)5 Provision for doubtful accounts
and notes 4,500
5-03(b)8 Interest and amortization of debt
discount 44,060
5-03(b)10 Income before taxes and other items 265,467
5-03(b)11 Income tax benefit -
5-03(b)14 Income from continuing operations 265,467
5-03(b)(15) Discontinued operations -
5-03(b)(17) Extraordinary items -
5-03(b)(18) Cumulative effect-changes in
accounting principles -
5-03(b)19 Net income 265,467
5-03(b)20 Income per share-primary 0.14
5-03(b)20 Income per share-fully diluted 0.14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended August 31, 2002 Commission File No. 0-5131
ART'S-WAY MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-0920725
State of Incorporation I.R.S. Employer Identification No.
Hwy 9 West, Armstrong, Iowa 50514
Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (712) 864-3131
Indicate by check mark whether the 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, and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of September 11, 2002:
1,938,176
Number of Shares
ART'S-WAY MANUFACTURING CO., INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Year To Date
August 31, August 31, August 31, August 31,
2002 2001 2002 2001
NET SALES $3,226,991 $2,615,463 $8,121,504 $8,015,442
COST OF GOODS SOLD 2,379,773 2,102,054 6,062,166 6,391,012
GROSS PROFIT 847,218 513,409 2,059,338 1,624,430
EXPENSES:
Engineering 19,203 33,776 49,840 173,878
Selling 186,594 131,423 438,030 382,616
General and
Administrative 306,899 337,036 1,114,262 1,085,259
Total 512,696 502,235 1,602,132 1,641,753
INCOME (LOSS) FROM
OPERATIONS 334,522 11,174 457,206 (17,323)
OTHER DEDUCTIONS:
Interest expense (44,060) (95,953) (138,874) (325,661)
Other (24,995) (17,064) ( 70,902) (90,003)
Other deductions (69,055) (113,017) (209,776) (415,664)
INCOME (LOSS) BEFORE
INCOME TAXES 265,467 (101,843) 247,430 (432,987)
INCOME TAXES - - - -
NET INCOME (LOSS) $ 265,467 $(101,843) $247,430 $(432,987)
INCOME (LOSS) PER
SHARE (NOTE 2):
Basic $ 0.14 (0.08) $ 0.14 $ (0.34)
Diluted $ 0.14 (0.08) $ 0.14 $ (0.34)
COMMON SHARES AND
EQUIVALENT OUTSTANDING:
Basic 1,938,176 1,298,176 1,765,330 1,273,447
Diluted 1,943,186 1,298,176 1,767,955 1,273,447
See accompanying notes to financial statements.
ART'S-WAY MANUFACTURING CO., INC.
CONDENSED BALANCE SHEETS
August 31, November 30,
2002 2001
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 27,314 $ 4,375
Accounts receivable-customers,
net of allowance for doubtful accounts
of $58,268 and $55,301 in August and November,
respectively 1,003,578 922,168
Inventories 4,108,560 4,690,008
Other current assets 176,151 54,157
Total current assets 5,315,603 5,670,708
PROPERTY, PLANT AND EQUIPMENT,
at cost 10,614,924 10,583,740
Less accumulated depreciation 9,682,209 9,499,347
Net property, plant and equipment 932,715 1,084,393
TOTAL $ 6,248,318 $ 6,755,101
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to bank $ 1,175,935 $ 2,073,704
Current portion of term debt 748,740 962,040
Accounts payable 512,620 984,052
Customer deposits 42,961 64,449
Accrued expenses 738,415 634,306
Total current liabilities 3,218,671 4,718,551
TERM DEBT, excluding current portion 218,000 272,333
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value. Authorized
5,000,000 shares; issued 1,938,176 shares in
August and 1,340,778 shares in November 19,382 13,408
Additional paid-in capital 1,634,954 1,249,611
Retained earnings 1,157,311 909,881
2,811,647 2,172,900
Less cost of common shares in treasury of 0
shares in August, 2002 and 42,602 shares
in November, 2001 - 408,683
Total stockholders' equity 2,811,647 1,764,217
TOTAL $ 6,248,318 $ 6,755,101
See accompanying notes to financial statements.
ART'S-WAY MANUFACTURING CO., INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
NINE MONTHS ENDED
August 31, August 31,
2002 2001
CASH FLOWS FROM OPERATIONS:
Net income (loss) $ 247,430 $ (432,987)
Adjustment to reconcile net income (loss)
to net cash provided by operations:
Depreciation and amortization 182,862 383,458
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (81,410) 59,755
Inventories 581,448 282,447
Sundry (121,994) (124,224)
Increase (Decrease) in:
Accounts payable (471,432) 457,132
Customer deposits (21,488) (6,476)
Accrued expenses 104,109 (308,286)
Total adjustments 172,095 743,806
Net cash provided by operations 419,525 310,819
CASH USED IN INVESTING ACTIVITIES-
Purchases of property, plant and
equipment (31,184) (58,534)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of notes payable
to bank (897,769) (63,344)
Principal payments on term debt (267,633) (270,256)
Proceeds from issuance of common stock
from treasury 53,253 91,705
Proceeds from issuance of common stock 746,747 -
Net cash used in financing
activities (365,402) (241,895)
Net increase in cash 22,939 10,390
Cash at beginning of the period 4,375 4,375
Cash at end of the period $ 27,314 $ 14,765
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 138,874 $ 325,661
Income taxes 4,032 4,276
See accompanying notes to financial statements.
ART'S-WAY MANUFACTURING CO., INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement Presentation
The financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods.
The financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended November 30, 2001.
The results of operations for the third quarter and year to date
ended August 31, 2002 are not necessarily indicative of the results
for the fiscal year ending November 30, 2002.
2. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per common share are computed on the basis of
weighted average number of common shares. Diluted earnings (loss)
per share are computed on the basis of weighted average number of
common shares plus equivalent shares assuming exercise of stock
options.
The difference in shares utilized in calculating basic and diluted
loss per share represents the number of shares issued under the
Company's stock option plans less shares assumed to be purchased
with proceeds from the exercise of the stock options. Due to the
net loss year to date August 31, 2001, and for the quarter ended
August 31, 2001, the anti-dilutive effect of the Company's stock
option plans is not included in the calculation of diluted loss per
share for these periods. The reconciling item between the shares
used in the computation of basic and diluted earnings per share
for the quarter and year to date ended August 31, 2002 is 5,010
and 2,625 equivalent shares, respectively, for the effect of
dilutive stock options.
3. INVENTORIES
Major classes of inventory are: August 31, November 30,
2002 2001
Raw material $ 780,714 $ 749,544
Work-in-process 967,321 1,181,870
Finished goods 2,360,525 2,758,594
Total $ 4,108,560 $ 4,690,008
4. ACCRUED EXPENSES
Major components of accrued expenses are:
August 31, November 30,
2002 2001
Salaries, wages and commissions $ 395,421 $ 294,961
Accrued warranty expense 54,100 67,426
Other 288,894 271,919
Total $ 738,415 $ 634,306
5. LOAN AND CREDIT AGREEMENTS
Line of Credit
The Company has a credit agreement with a lending institution
(lender) that provides for a revolving line of credit (credit
facility) and a term loan. The credit facility allows for
borrowings up to $4,500,000, subject to borrowing base limitations
based on the Company's accounts receivable and inventory, and
allowing for letters of credit in the amount of $100,000. At
August 31, 2002, the Company has borrowed $1,175,935 and has
$100,000 in outstanding letters of credit. At November 30, 2001,
the Company had borrowed $2,073,704 and had $100,000 in outstanding
letters of credit. At August 31, 2002 and November 30, 2001, $642,000
and $68,000 were available for borrowings, respectively. The interest
rate is based on the lender's referenced rate and is variable based
upon certain performance objectives. Under the terms of the agreement,
the Company will not pay more than 4% over the reference rate, nor
less than the reference rate during the term of the agreement. The
outstanding borrowings bear interest at 8.75% at August 31, 2002.
The term loan was for an original principal amount of $1,991,000.
The principal amount is repayable in monthly installments of $23,700
with the remaining balance due on demand.
All loans, advances and other obligations, liabilities and
indebtedness of the Company are secured by all present and
future assets. The Company pays an unused line fee equal to
three-eighths of one percent of the unused portion of the revolving
line of credit.
During 1999, the Company was notified by its lender that the
Company does not fit the lender's customer profile and was
requested to relocate its financing needs.
At November 30, 2000 and 1999, the Company was in default of
a loan covenant, the fixed maturity coverage ratio, of their
credit facility and term loan. The lender notified the Company
that the current loan agreement provided that the lender may, as
a result of any event of default, accelerate the payment of all
obligations. As a result, all term borrowings associated with
this lender had been classified as current. The lender did not
call for the acceleration of the payment of all obligations, but
retained the right to do so at any time.
The initial term of the loan agreement ended on August 31, 2000.
In a letter dated May 26, 2000, the Company was notified that the
lender did not intend to extend the term of the loan agreement
beyond the termination date. Therefore, all of the obligations
outstanding under the credit agreement and term loan amounting to
$4,383,825 at August 31, 2000 were due and payable on August 31,
2000.
During the period between August 31, 2000 and August 31, 2001, the
loan agreement was amended several times to provide for extensions
of various lengths from 30 days to 90 days. On September 1, 2001,
the lender sold the loan to another lending institution (new lender).
Under this arrangement, the Company continued to operate under the
same terms as existed prior to the sale. The new lender granted an
extension from September 1, 2001 through November 15, 2001, but has
not granted an extension beyond this date.
Although there is no documented extension, the new lender has
submitted a financing proposal to the Company in regards to long-term
financing. The final terms of the proposal are currently being
negotiated.
The Company believes a new credit facility will be obtained from the
new lender and that it will be able to meet its obligations under the
new credit agreement when completed, although there are no assurances
of such. If the Company is unable to obtain a new credit agreement,
it will be unable to pay its outstanding balance due upon foreclosure.
A summary of the Company's term debt is as
follows:
August 31, November 30,
2002 2001
Installment term debt payable in
monthly installments of $23,700,
plus interest at four percent over
the bank's national money market
rate (8.75%), secured by the cash,
accounts receivable, inventories
and property, plant and equipment $ 676,470 $ 889,771
State of Iowa Community Development
Block Grant promissory notes at zero
percent interest, maturity 2006, with
quarterly principal payments of $11,111 $ 177,778 $ 211,111
State of Iowa Community Development
Block Grant local participation
promissory notes at 4% interest,
maturity 2006, with quarterly
payments of $7,814 $ 112,492 $ 133,491
Total term debt $ 966,740 $1,234,373
Less current portion of term debt $ 748,740 $ 962,040
Term debt, excluding
current portion $ 218,000 $ 272,333
6. RELATED PARTY TRANSACTION
In February 2002, the Company sold common stock to an existing
shareholder, Mr. J. Ward McConnell, Jr., at estimated fair value.
Proceeds from the sale of common stock were $800,000. Mr. McConnell
has agreed that without prior approval of the Board of Directors,
excluding himself and his son, he will not acquire as much as fifty
percent (50%) of the Company's common stock and will not take the
company private. Immediately after the transaction, Mr. McConnell
was elected as Chairman of the Board of Directors of the Company.
His son, Marc McConnell, is also a Board Member.
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Liquidity and Capital Resources
For the nine months ended August 31, 2002, the Company has funded its
working capital requirements through operations. The capital infusion
by a private investor has allowed for payments on the note payable and
term debt.
The Company continues to operate under the terms and conditions of a
credit agreement that expired November 15, 2001. Under the terms of the
agreement, all cash received by the Company is applied to the bank
indebtedness. Based upon levels of accounts receivable and inventory,
the Company borrows funds necessary to meet current obligations. The
amounts available for borrowing at August 31, 2002 and November 30,
2001, were $642,000 and $68,000, respectively.
The Company is negotiating on terms with a lender in regards to a
proposal for long-term financing. The proposed lender has indicated a
sincere interest in consummating an agreement and the Company believes
a new credit facility will be obtained, although there are no assurances
of such.
Also see footnote 5 of the notes to the condensed financial statements
for a discussion of the Company's credit facility.
As of August 31, 2002, the Company had no material commitments for
capital expenditures.
On February 12, 2002, the Company sold to J. Ward McConnell, Jr. a
private investor, 640,000 shares of common stock for $800,000. The
proceeds were used for the repayment of current obligations and for
the reduction of bank debt. Mr. McConnell has agreed that without
prior approval of the Board of Directors, excluding himself and his
son, he will not acquire as much as fifty percent (50%) of the
Company's common stock and will not take the Company private.
The Company is mindful of the necessity to continue to control its
costs, as it intends to finance its working capital and pay down its
debt through cash from operations. The Company believes that the
infusion of capital from Mr. McConnell will also enable it to
successfully complete negotiations with its lender, although there
can be no assurances that these negotiations will be successfully
concluded.
(b) Results of Operations
Fiscal year 2002 third quarter and year to date sales were 23% and
1%, respectively, higher than for the comparable periods one-year
ago. This increase in sales reflects a stronger demand for our
sugar beet harvesting equipment. Although there is a continuing
weakness in the farm economy, demand for our feed processing and
land maintenance equipment is above expectations and replacement
parts sales remain srong.
Gross profit, as a percent of sales, was 26% for the quarter ended
August 31, 2002, as compared to 20% for the same period in 2001.
Year to date through August 31, 2002, gross profit was 25% compared
to 20% for the prior year. A combination of a favorable product mix
in the current year and sales of distressed inventory at low margins
in the prior year account for the improvement. The sale of distressed
inventory in the prior year served to reduce gross profit by
approximately 2% for both the quarter and year-to-date ended
August 31, 2001.
Operating expenses were comparable to last year. As a percent of
sales, operating expenses were 16% and 19% for the three months
ended August 31, 2002 and 2001, respectively, and 20% year to date
August 31, 2002 and 2001. As a result of cost reduction programs,
engineering expenses decreased by $15,000 for the quarter and
$124,000 year to date compared to the same periods of the previous
year. We currently expect these lower engineering costs to continue
throughout fiscal year 2002. Sales costs increased $55,000 for the
quarter and year to date due to commissions on the higher level of
sales.
Other deductions decreased by $44,000 for the quarter and $206,000
year to date from the previous year. Reduction in bank borrowings
combined with lower prime interest rate and reduced volume in our
financed acccounts receivable resulted in this reduction.
The order backlog as of August 31, 2002 is $1,354,000, compared to
$1,142,000 one year ago. These orders primarily will be delivered
by the end of the fourth quarter of the current fiscal year.
(c) Quantitative and Qualitative Disclosures About Market Risk
The Company does not have any additional market risk exposure other
than what was outlined in the November 30, 2001, 10-K filing.
(d) Critical Accounting Policies
The Company has identified the following accounting policies as
critical to its operations.
Revenue Recognition - Revenue is recognized when risk of ownership
passes to the buyer. This generally occurs when the Company's
product is shipped from its facility to the customer. Products
delivered to dealers on a consignment basis are not recognized in
revenue until the cash is collected from the dealer.
Allowance for Bad Debts - In determining an allowance for
receivables with potential collectibility issues, the Company
considers the age of the receivable, the customer credit history
and the reasons for non-payment.
Inventory Valuation - The Company values its inventory based on
a standard costing system and uses the first in, first out method.
Slow moving inventory is evaluated on a quarterly basis, and is
written down to the Company's estimate of net realizable value. As
the agriculture industry changes, inventory items can become outdated
and the Company evaluates this on a regular basis. If a product is
determined to be outdated, the Company will mark it down to its net
realizable value and attempt to sell it at a discounted price.
Part II - Other Information
ITEM 1. LITIGATION AND CONTINGENCIES
Various legal actions and claims are pending against the Company
consisting of ordinary routine litigation incidental to the
business. In the opinion of management and outside counsel,
appropriate provisions have been made in the accompanying
financial statements for all pending legal actions and other
claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 14, 2002, the Company held a Special Meeting of stockholders
for the purpose of ratifying the sale of 640,000 shares of our common
stock to J. Ward McConnell, Jr. at a price of $1.25 per share.
The following information is submitted:
(a) A special meeting was held on June 14, 2002.
(b) The shareholders voted on a motion to ratify the sale of
640,000 shares of our common stock to J. Ward McConnell, Jr.
at a price of $1.25 per share.
Total number of shares authorized to vote: 1,162,976
Total number of shares voted in favor: 684,772
Total number of shares voted against: 2,078
Total number of abstentions: 1,637
ITEM 6. EXHIBITS
99. Certifications of Financial Statements
SIGNATURES
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.
ART'S-WAY MANUFACTURING CO., INC.
Date October 15, 2002 /s/William T. Green
(William T. Green, Acting Chief Financial Officer)
Date October 15, 2002 /s/John C. Breitung
(John C. Breitung, President)
CERTIFICATION OF FINANCIAL STATEMENTS
Pursuant to 18 U.S.C. 63 1350, the Chief Executive Officer and
the Chief Financial Officer of Art's-Way Manufacturing Co., Inc. (the
"Company"), hereby certify that this Form 10-Q and the financial
statements thereto fully comply with the requirements of Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, and the
information contained in the Form 10-Q and the financial statements
thereto fairly present, in all material respects, the financial
condition and results of operations of the Company.
John C. Breitung William T. Green
Chief Executive Officer Acting Chief Financial Officer
October 15, 2002
Date
OM504758.1
CERTIFICATIONS
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Public Law Number 107-204), the Chief Executive Officer of the
Company certifies that:
1) I have reviewed this report;
2) Based upon my knowledge, this report does not contain any untrue
statement of a material fact, or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3) Based upon my knowledge, the financial statements and other
financial information included in this report fairly present in all
material respects the financial condition, results of operations,
and cash flows of the Company as of, and for, the period presented
in this report;
4) The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Company and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Company and its
consolidated subsidiaries is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the Company's disclosure
controls and procedures within 90 days prior to the filing
date of this report (the "Evaluation Date");
c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5) The Company's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Company's auditors
and the audit committee of the Company board of directors (or
persons performing equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize, and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's internal controls; and
6) The Company's other certifying officers have indicated in this report
whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
John C. Breitung
Chief Executive Officer
October 15, 2002
Date
OM504759.1
CERTIFICATIONS
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Public
Law Number 107-204), the Chief Financial Officer of the Company
certifies that:
1) I have reviewed the report;
2) Based upon my knowledge, this report does not contain any untrue
statement of a material fact, or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3) Based upon my knowledge, the financial statements and other
financial information included in this report fairly present in
all material respects the financial condition, results of operations,
and cash flows of the Company as of, and for, the period presented in
this report;
4) The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company and its consolidated
subsidiaries is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the Company's disclosure controls
and procedures within 90 days prior to the filing date of this
report (the "Evaluation Date");
c) presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The Company's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Company's auditors and the
audit committee of the Company board of directors (or persons
performing equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize, and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company's
internal controls; and
6) The Company's other certifying officers have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
William T. Green
Acting Chief Financial Officer
October 15, 2002
Date
OM504760.1