PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Sequa Corporation and Subsidiaries

Consolidated Statement of Operations

(Amounts in thousands, except per share)

(Unaudited)

For the Six Months
Ended June 30,

For the Three Months
Ended June 30,

2002

2001

2002

2001   

Sales

$812,629 

$878,727 

$415,717 

$448,608 

Costs and expenses

  Cost of sales

679,055 

721,485 

343,392 

366,292 

  Selling, general and
    administrative

 108,946 

 124,411 

  54,977 

  61,794 

 788,001 

 845,896 

 398,369 

 428,086 

Operating income

24,628 

32,831 

17,348 

20,522 

Other income (expense)

  Interest expense

(31,917)

(31,270)

(15,963)

(16,668)

  Interest income

1,726 

2,745 

847 

1,530 

  Equity in (loss) income of
    unconsolidated joint
    ventures

(114)

3 

476 

917 

  Other, net

     978 

  (3,191)

    (124)

  (4,714)

(Loss) income before income taxes

(4,699)

1,118 

2,584 

1,587 

Income tax benefit (provision)

5,300 

(700)

1,100 

(900)

Tax settlement

     -   

  36,000 

     -   

  36,000 

Net income

601 

36,418 

3,684 

36,687 

Preferred dividends

  (1,032)

  (1,032)

    (516)

    (516)

Net (loss) income available to
  common stock

$   (431)

$ 35,386 

$  3,168 

$ 36,171 

Basic (loss) earnings per share

$  (0.04)

$   3.41 

$    .30 

$   3.49 

Diluted (loss) earnings per share

$  (0.04)

$   3.33 

$    .30 

$   3.36 

Dividends declared per share

  Preferred

$   2.50 

$   2.50 

$   1.25 

$   1.25 

The accompanying notes are an integral part of the financial statements.

Note 1.   Basis of presentation  (cont'd)

     The results of operations for the six months ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year.

Note 2.   Restructuring Charges

     Due to the difficult economic climate prevailing in certain of its markets, Sequa has continued the strategic restructuring program initiated in 2001. For the six-month period of 2002, the Consolidated Statement of Operations includes restructuring charges of $2,130,000 representing involuntary termination benefits and voluntary early retirement benefits to be paid outside of Sequa's qualified pension plans covering a total of 41 employees.

     Restructuring charges in the Consolidated Statement of Operations can be summarized by caption and by segment as follows:

(Dollars in thousands)
(Unaudited)

For the Six Months
  Ended June 30,  

For the Three Months
   Ended June 30,   

2002

2001

2002

2001

By caption:

  Cost of Sales

$  301   

$  243   

$  301   

$  243   

  Selling, general and
    administrative

 1,829   

 2,670   

   556   

   470   

       Total

$2,130   

$2,913   

$  857   

$  713   

By segment:

  Aerospace

$  857   

$ -      

$  857   

$ -      

  Other Products

    MEGTEC

448   

-      

-      

-      

    Sequa Can Machinery

-      

2,670   

-      

470   

    After Six

-      

243   

-      

243   

    Corporate

   825   

  -      

  -      

  -      

       Total

$2,130   

$2,913   

$  857   

$  713   

     Sequa's Consolidated Balance Sheet includes accruals relating to the restructuring program of $5,951,000 at June 30, 2002 and $11,340,000 at December 31, 2001. Activity affecting the accruals in the six-month period of 2002 is summarized as follows:

(Thousands of 
Dollars)

(Unaudited)

Balance at December 31, 2001

$11,340

Additional charges incurred

2,130

Cash payments of involuntary termination
  and voluntary early retirement benefits

(6,839

)

Facility shutdown costs

(356

)

Other activity and adjustments

(324

)

(a)

Balance at June 30, 2002

$ 5,951

(a) Primarily relates to a reversal of reserves no longer
    required due to the resolution of cost estimates associated
    with certain employee termination benefits.

     At the end of each quarter, Sequa estimates the effective tax rate expected to be applicable for the full fiscal year. The effective tax rates for the six-month periods of 2002 and 2001 were based upon estimated annual pre-tax earnings and include the effect of a provision for state income and franchise taxes. The 2002 period includes a $1,750,000 valuation allowance on the tax benefit associated with losses at a French subsidiary and the reversal of $1,102,000 of income tax reserves no longer required due to the completion of a tax audit at a foreign unit. The tax provisions for the second quarter periods of 2002 and 2001 represent the difference between the year-to-date tax provisions recorded as of June 30, 2002 and 2001 and the amounts reported for the first quarter periods of 2002 and 2001.

     In the second quarter of 2001, the Internal Revenue Service notified Sequa that a settlement agreement concerning the 1989 restructuring of two subsidiaries was approved. As a result of the settlement, $36,000,000, representing the reversal of reserves no longer required, was recorded as income through a reduction of the income tax provision. The impact of the settlement was to increase basic earnings per share by $3.47 in 2001.

Note 4.   Comprehensive Income

     Comprehensive income for the six and three month periods ended June 30, 2002 and 2001 is as follows:

(Thousands of Dollars)
(Unaudited)

For the Six Months
Ended June 30,

For the Three Months
Ended June 30,

 2002

 2001

   2002

  2001

Net income

$   601 

$36,418 

$ 3,684 

$ 36,687 

Other comprehensive income (loss):

  Foreign currency translation
    adjustments

23,059 

(21,295)

29,102 

(4,195)

  Unrealized (loss) gain on
    marketable securities

(884)

202 

- -    

240 

  Tax benefit (provision)on
    unrealized (loss) gain
    on marketable securities

310 

(71)

- -    

(84)

  Unrealized gain (loss) on cash flow
    hedges

77 

(192)

148 

(22)

  Tax (provision) benefit on
    unrealized gain (loss) on cash
    flow hedges

    (27)

     67 

    (52)

       7 

Comprehensive income

$23,136 

$15,129 

$32,882 

$ 32,633 

Note 5.  (Loss) Earnings Per Share

     Basic (loss) earnings per share for each of the periods have been computed by dividing the net (loss) earnings, after deducting dividends on cumulative convertible preferred stock, by the weighted average number of common shares outstanding during the period. As a result of increased common shares outstanding attributable to the exercise of stock options, quarterly earnings per share are not additive for 2002.

     Diluted (loss) earnings per share reflects the potential dilution that would have occurred if each share of the cumulative convertible preferred stock outstanding was converted into 1.322 shares of Class A common stock and the outstanding "in-the-money" options to purchase shares of Class A common stock were exercised. The conversion of preferred stock into 1.322 shares of Class A common stock was not included in the computation of diluted loss per common share in the 2002 periods because inclusion would have had an anti-dilutive effect.

Note 5.  (Loss) Earnings Per Share  (cont'd)

     The computation of basic and diluted (loss) earnings per share is as follows:

(Thousands of Dollars)

(Unaudited)

For the

For the

Six Months

Three Months

Ended June 30,

Ended June 30,

2002

2001

   2002      2001 

Net income

$   601 

$ 36,418 

$ 3,684 

$36,687 

Less:  Preferred stock dividends

 (1,032)

  (1,032)

  (516)

   (516)

Net (loss) income available to
  common stock - basic

   (431)

  35,386 

 3,168 

 36,171 

Convertible preferred stock
  dividend requirements

   -    

   1,032 

   -    

    516 

Net (loss) income available to
  common stock - diluted

$  (431)

$ 36,418 

$ 3,168 

$36,687 

Weighted average number of common
  shares outstanding - basic

10,393 

10,379 

10,398 

10,379 

Conversion of convertible
  preferred stock

- -    

546 

- -    

546 

Exercise of stock options

      2 

       2 

      3 

      2 

Weighted average number of common
  shares outstanding - diluted

 10,395 

  10,927 

 10,401 

 10,927 

Basic (loss) earnings per share

$ (0.04)

$   3.41 

$   .30 

$  3.49 

Diluted (loss) earnings per share

$ (0.04)

$   3.33 

$   .30 

$  3.36 

Note 9.   Excess of Cost Over Net Assets of Companies Acquired  (cont'd)

     Sequa has completed the first step of the two-step procedure required under SFAS No. 142 to quantify the amount of goodwill impaired. Goodwill impairment is indicated at both the propulsion and automotive reporting units of Atlantic Research Corporation as well as the MEGTEC Systems and After Six units. The total amount of goodwill related to these units at June 30, 2002 was $158,130,000. Sequa is in the process of implementing the second step of SFAS No. 142 and expects that the quantification of the total amount of goodwill impaired will be completed in the third quarter. A significant impairment loss is expected, although not estimateable, and, in accordance with SFAS No. 142, will be recognized as the cumulative effect of a change in accounting principle and will be presented in the Consolidated Statement of Operations, net of related income tax effects, between the captions extraordinary items (if any) and net income (loss).

Note 10.   Derivatives and Financial Instruments

     Gains and losses on short-term forward foreign exchange contracts and derivatives thereof, used by Sequa to manage its exposure to exchange rate fluctuations on certain recognized assets and liabilities denominated in a currency other than the functional currency, are recorded as offsets to the losses and gains reported in earnings upon remeasurement of such assets or liabilities into the functional currency. Gains and losses on short-term forward foreign exchange contracts used to hedge the fair value of certain firm sales commitments with third parties are recognized in earnings, as are losses and gains on the related firm commitment.

     Sequa had forward foreign exchange contracts, and derivatives thereof, outstanding with notional amounts of $65,587,000 and $37,612,000 at June 30, 2002 and December 31, 2001, respectively. The increase in the notional amounts of outstanding forward foreign exchange contracts, and derivatives thereof, is primarily due to the Specialty Chemicals operation maintaining a larger portion of its cash balances in Euros. Sequa has a natural gas swap outstanding with a notional amount of $5,712,000 and $9,139,000 at June 30, 2002 and December 31, 2001, respectively. Other, net in the Consolidated Statement of Operations for the six- and three-month periods of 2002 included $2,250,000 and $489,000, respectively, of gain related to the change in the fair market value of the gas swap. In 2001, Other, net for the six- and three month periods included a $3,168,000 loss related to the change in the fair market value of the gas swap.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
          OPERATIONS AND FINANCIAL CONDITION

Sales

     Overall sales declined 8% in the six months and 7% in the second quarter, driven primarily by a 14% decline in both periods at the large Aerospace segment and by declines at two smaller units of the Other Products segment: Sequa Can Machinery and MEGTEC Systems. These declines were tempered by advances in both periods in the Specialty Chemicals segment and in the six months in the Metal Coating segment. A detailed review of sales for each segment follows.

     Sales in the Aerospace segment declined 14% in both 2002 periods due primarily to the downturn in the commercial aviation market since the September 11, 2001 terrorist attacks. The six-month decline also reflects the absence of $3.1 million of sales from a unit divested on February 28, 2001, while the second quarter of 2002 benefitted from the favorable effect of translating foreign sales into U.S. dollars (approximately $1.7 million). Both periods benefitted from improved U.S. military sales. With the airline industry stalled and airlines experiencing lower passenger revenue miles, the near-term outlook for this unit's businesses remains uncertain. Consequently, management currently anticipates sales through the second half will be lower than the comparable periods of 2001.

     The Propulsion segment posted a 2% sales decline in the six months and 1% decline in the second quarter. Sales of automotive airbag inflators declined 3% in the six months and advanced 5% in the second quarter. In the year-to-date period, improved domestic inflator volumes were offset by a shift in mix to lower priced units. Comparison with the prior year was also affected by the fact that the 2001 six-month period included $1.6 million of energetic component sales to a former equity affiliate, BAG S.p.A. Since the acquisition of this unit in February 2001, these sales are eliminated in consolidation. In the second quarter, the increase in volume of domestic automotive inflator sales was more than sufficient to temper the sales mix shift to lower priced units. Sales of the Italian inflator unit were on par with both prior year periods. Sales of rocket motor propulsion systems were down 1% in the six months and 8% in the second quarter primarily due to a lower level of sales of solid rocket motors used by the military.

     Sales of the Metal Coating segment increased 3% in the year-to-date period, but declined 2% in the second quarter. The inclusion of a former equity affiliate, Midwest Metal Coatings

Sales  (cont'd)

(MMC), which was acquired in June 2001, increased sales by $3.2 million in the six-month period and $1.4 million in the second quarter of 2002. Sales for the six months also benefitted from small increases in both the building products and container markets. The second quarter sales decrease was primarily a reflection of lower sales to the container market, as a customer reopened an in-house coating facility which had been temporarily closed. Building product sales registered a small increase as sales added by MMC were tempered by the downturn in pre-engineered construction.

     Sales of the Specialty Chemicals segment advanced 7% in the six months and 13% in the three months. The advances were driven by three principal factors: the addition of a specialty chemicals marketing unit in June 2001; a strong increase in second-quarter sales of the detergent additive TAED; and the favorable effect of the weakening of the U.S. dollar on the translation of local currency results (approximately $0.3 million in the six months and $1.1 million in the second quarter). Sales of the specialty chemicals marketing units (excluding the contribution from the 2001 acquisition) were lower for the six months due to a recession-induced slowdown in demand, the weak Euro, and the loss of a major manufacturer previously represented by one of the units. In the second quarter, sales of these units began to improve largely due to increasing demand and a stronger Euro.

     Sales of the Other Products segment declined 10% in both the six- and three- months of 2002. At MEGTEC Systems sales declined 5% in the six months and 13% in the second quarter as a sharp sales decline was partially cushioned by the late-2001 acquisition of the roll handling business of Baldwin Technologies Inc., which added approximately $13.6 million and $7.4 million of graphic arts sales to the respective year-to-date and second quarter results. Without this acquisition, sales to the graphic arts market (the unit's largest product line) would have been down by approximately two thirds in both periods, due to very weak market conditions and the overall sales decline would have been 24% in the six months and 32% in the second quarter. In both periods declines in sales to the graphic arts and European emission control markets were partially tempered by advances in emission control and industrial products as well as engineering services in the Americas and Asia. Currently management anticipates that sales to the graphic arts market will continue to be significantly down at least through the end of 2002. Sales of the can machinery unit declined 31% in the six months and 28% in the second quarter. Declines for both periods were primarily due to lower sales of can-forming and

Sales  (cont'd)

decorating equipment, and were largely influenced by the timing of the 2001 sales. Management currently anticipates sales comparisons for the second half of 2002 will improve. The Casco Products unit registered sales increases of 3% for the six months and 5% in the second quarter. The domestic operation was ahead 3% in the six months and down 1% in the second quarter, while the foreign units advanced in both periods, with local currency increases of 4% and 8% and reported U.S. dollar increases of 3% and 12% in the respective six- and three- month periods. Sales of the After Six formalwear unit declined 21% in the six months but advanced 3% in the second quarter. Year to date results reflect a continued sharp drop in demand.

Operating Income

     Overall operating income declined 25% in the six months and 15% in the second quarter of 2002, primarily due to sharp declines in the Aerospace segment and at the MEGTEC Systems unit of the Other Products segment. For the six months, the effect of these declines was tempered by improvements in the Propulsion, Metal Coating and Specialty Chemicals segments and the Sequa Can Machinery unit of the Other Products segment. For the second quarter, improvement in the Propulsion and Specialty Chemicals segment and the Sequa Can Machinery and After Six units of the Other Products segment cushioned the effect of declines at the Aerospace segment and MEGTEC Systems unit of the Other Products segment. Comparisons also benefitted from the absence of goodwill amortization. Goodwill amortization charges of $6.5 million in the six months and $3.3 million in the second quarter of 2001 were as follows:

2001

Segment

Six
Months

Second
Quarter

Aerospace

$ 2,092 

$ 1,044 

Propulsion

2,798 

1,403 

Metal Coating

232 

116 

Specialty Chemicals

482 

249 

Other Products

    898 

    485 

$ 6,501 

$ 3,297 

     Operating income in the Aerospace segment declined 42% in the six months and 37% in the second quarter of 2002. Profits at the Chromalloy Gas Turbine unit's repair and OEM facilities were severely affected in both periods by the impact on the worldwide

Operating Income  (cont'd)

commercial airline market of the September 11 terrorist attacks. The restructuring actions of 2001 and other cost cutting measures instituted after September 11 have tempered the impact on profits of the sharp drop in sales and a margin reduction of three percentage points. The second quarter and six month results include increased inventory provisions, and a $0.9 million restructuring charge. Additional restructuring actions and charges are expected in the third quarter. Both periods benefitted from the absence in 2002 of charges for goodwill amortization. Management currently anticipates that earnings comparisons for the rest of 2002 will continue to be significantly below prior year levels.

     The Propulsion segment recorded a $2.6 million profit in the six months and a $2.8 million profit in the second quarter of 2002. A year ago this segment posted a $0.1 million loss in the six months and a $0.4 million profit in the second quarter. The improvements primarily reflect the absence of goodwill amortization charges in 2002 and improved operating profit in the propulsion systems product line.

     Operating income in the Metal Coating segment advanced 27% in the six months but declined 12% in the second quarter. For the six months the unit primarily benefitted from lower natural gas costs (approximately $1.4 million), higher sales and profitability improvements derived from both ongoing operational improvements and the 2001 restructuring program. In the second quarter lower sales and the absence of profits from a 2001 consulting contract were partially offset by lower natural gas costs (approximately $0.3 million).

     Operating income in the Specialty Chemicals segment increased 7% in the six months and 31% in the second quarter. The advances were primarily the result of improved performance at the detergent chemicals unit and the absence of goodwill amortization, partially tempered by lower profits at the specialty chemicals marketing units, which, while lower in the second quarter, began to improve. Improvements at the detergent chemicals unit derived from higher sales and enhanced operating efficiencies which were partially tempered by the effects of higher raw material costs.

     The Other Products segment reported operating income in both 2002 periods. In both prior year periods the segment posted losses. The MEGTEC unit reported losses in both 2002 periods, generating unfavorable swings of $3.9 million and $1.3 million in

Operating Income  (cont'd)

the six- and three- month periods, respectively. The losses were primarily the result of sharp declines in the graphic arts market and new product start-up costs, mitigated by profits from the roll handling group and the absence of goodwill amortization. The six months of 2002 also included a $0.5 million restructuring charge. Management currently anticipates a weak second half, but significantly improved from the first half. The can machinery unit recorded a small profit for the six months and a small loss for the second quarter of 2002, generating $4.5 million and $1.1 million of favorable swings in operating results compared to the prior year periods. Both periods benefitted from the absence of restructuring charges ($2.7 million and $0.5 million in the 2001 six- and three- month periods, respectively); benefits from the 2001 restructuring program; improved absorption of factory overhead; and a better sales mix. At the Casco automotive products unit, profits increased 18% in the six months and 28% in the three months (off a low prior-year base) due to higher sales overall and improved operating efficiencies at the foreign units. The After Six unit registered significant improvements in both periods primarily due to an improved sales mix and lower costs derived from the 2001 restructuring actions.

Restructuring Charges

     Due to the difficult economic climate prevailing in certain of its markets, Sequa has continued the strategic restructuring program initiated in 2001. For the six-month period of 2002, the Consolidated Statement of Operations includes restructuring charges of $2.1 million representing involuntary termination benefits and voluntary early retirement benefits to be paid outside of Sequa's qualified pension plans covering a total of 41 employees.

Restructuring Charges  (cont'd)

     Restructuring charges in the Consolidated Statement of Operations can be summarized by caption and by segment as follows:

(Dollars in thousands)
(Unaudited)

For the Six Months
  Ended June 30,  

For the Three Months
   Ended June 30,   

2002

2001

2002

2001

By caption:

  Cost of Sales

$  301   

$  243   

$  301   

$  243   

  Selling, general and
    administrative

 1,829   

 2,670   

   556   

   470   

       Total

$2,130   

$2,913   

$  857   

$  713   

By segment:

  Aerospace

$  857   

$ -      

$  857   

$ -      

  Other Products

    MEGTEC

448   

-      

-      

-      

    Sequa Can Machinery

-      

2,670   

-      

470   

    After Six

-      

243   

-      

243   

    Corporate

   825   

  -      

  -      

  -      

       Total

$2,130   

$2,913   

$  857   

$  713   

     The after-tax effect of the 2002 restructuring charges was to reduce basic earnings per share by $0.13 in the six-month period and by $0.05 in the second quarter. The after-tax effect of the 2001 restructuring charges was to reduce basic earnings per share by $0.18 in the six-month period and by $0.04 in the second quarter.

     Sequa's Consolidated Balance Sheet includes accruals relating to the restructuring program of $6.0 million at June 30, 2002 and $11.3 million at December 31, 2001. Activity affecting the accruals in the six-month period of 2002 is summarized as follows:

Interest Expense

     Interest expense increased $0.6 million for the six-month period due to a first quarter increase in average borrowings, as well as a higher first quarter average interest rate. The increased rate resulted from the repayment of lower-rate revolving credit debt using a portion of the proceeds of the $200 million 8 7/8% Senior Notes issued on April 2, 2001.

     Interest expense decreased $0.7 million for the second quarter due to the redemption of $66.4 million of 10.1% medium-term notes that matured in mid-May 2001.

     Interest income decreased $1.0 million for the six-month period and $0.7 million in the second quarter of 2002 primarily due to lower interest rates and the absence of earnings on a portion of the $200 million 8 7/8% Senior Notes issued on April 2, 2001 that had been temporarily invested.

Equity in (Loss) Income of Unconsolidated Joint Ventures

     Sequa has investments in a number of unconsolidated joint ventures, which amounted to $44.7 million at June 30, 2002 and $46.4 million at December 31, 2001. The combination of income and losses of these joint ventures was $0.1 million of losses in the six-month period of 2002, nominal in the six-month period of 2001, $0.5 million of income in the second quarter of 2002 and $0.9 million of income in the second quarter of 2001. The largest of these joint ventures are discussed in the following paragraphs.

     Chromalloy is a partner in joint ventures aimed at strengthening its ties to certain original equipment manufacturers and airline customers as well as ensuring close cooperation with respect to the dissemination of technical specifications and requirements. Sequa's investment in Chromalloy's joint ventures was $42.9 million at June 30, 2002 and $44.5 million at December 31, 2001. At June 30, 2002, Sequa has guaranteed and/or issued letters of credit in the amount of $11.6 million concerning bank lines of credit for certain of these joint ventures.

Environmental Matters

     Sequa's environmental department, under senior management's direction, manages all activities related to Sequa's involvement in environmental clean-up. This department establishes the projected range of expenditures for individual sites with respect to which Sequa may be considered a potentially responsible party under applicable federal or state laws. These projected expenditures, which are reviewed periodically, include: remedial investigation and feasibility studies; outside legal, consulting and remediation project management fees; the projected cost of remediation activities; and site closure and post-remediation monitoring costs. The assessments take into account currently available facts, existing technology, presently enacted laws, past expenditures, and other potentially responsible parties and their probable level of involvement. Outside technical, scientific and legal consulting services are used to support management's assessments of costs at significant individual sites.

     It is Sequa's policy to accrue environmental remediation costs for identified sites when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. At June 30, 2002, the potential exposure for such costs is estimated to range from $17 million to $30 million, and Sequa's Consolidated Balance Sheet includes accruals for remediation costs of $25.3 million. These accruals are at undiscounted amounts and are included in accrued expenses and other noncurrent liabilities. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures.

     With respect to all known environmental liabilities, remediation costs are estimated to be in the range of $8 million to $12 million for 2002 and $5 million to $9 million for 2003. In the six months of 2002, actual remediation expenditures were $5.5 million.

Backlog

     The businesses of Sequa for which backlogs are significant are the Turbine Airfoils, TurboCombustor Technology and Castings units of the Aerospace segment; the solid and liquid rocket motor operations of the Propulsion segment; and the Sequa Can Machinery, MEGTEC Systems and After Six units of the Other Products segment. The aggregate dollar amount of backlog in these units at June 30, 2002 was $211.9 million ($212.4 million at December 31, 2001). All units experienced a decline in backlog, with the exception of Sequa Can Machinery. Sales of the After Six unit are seasonal, with stronger sales in the first six months of the year; accordingly, this unit's backlog is normally higher at December 31 than at any other time of the year.

Forward-Looking Statements

     This document includes forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations, estimates and projections that are subject to risks and uncertainties, including, but not limited to: political, currency, regulatory, competitive and technological developments. Consequently, actual results could differ materially from these forward-looking statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

99.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)

Reports on Form 8-K

Registrant filed a Current Report on Form 8-K dated April 18, 2002 with respect to Registrant's termination of the engagement of Arthur Andersen LLP as the Registrant's independent public accountants and the engagement of Ernst & Young LLP to serve as the Registrant's independent public accountants for the fiscal year 2002 (Items 4 and 7).

Registrant filed a Current Report on Form 8-K dated May 6, 2002 with respect to Registrant's press release concerning first quarter 2002 losses being smaller than previously expected (Items 5 and 7).

Registrant filed a Current Report on Form 8-K dated May 10, 2002 with respect to Registrant's press release concerning additional information provided at the Registrant's annual meeting on its first quarter 2002 results (Items 5 and 7).