SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________.
COMMISSION FILE NUMBER 1-8254
THACKERAY CORPORATION
---------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-2446697
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
350 FIFTH AVENUE, SUITE 2723, NEW YORK, NEW YORK 10118
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 564-3393
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.10 PAR VALUE
[COVER PAGE 1 OF 2 PAGES]
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 (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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy materials or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES [ ] NO [X].
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of June 30, 2003
computed by reference to the last average bid and asked price of the
registrant's Common Stock on the OTC Bulletin Board on such date $3,609,721.
Number of shares of the registrant's Common Stock outstanding as of March 29,
2004: 5,107,401
DOCUMENTS INCORPORATED BY REFERENCE
1. Certain portions of the registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 2003 (the "Annual Report") are incorporated
by reference into Parts I and II of this report.
2. Certain portions of the registrant's definitive Proxy Statement to be filed
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended, in connection with the Annual Meeting of Stockholders of the
registrant to be held on May 25, 2004 are incorporated by reference into
Part III of this report.
[COVER PAGE 2 OF 2 PAGES]
2
PART I
FORWARD LOOKING INFORMATION
- ---------------------------
This Annual Report contains "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements are based upon management's expectations, estimates,
projections and assumptions. Words such as "expects", "anticipates", "intends",
"plans", "believes", "estimates", and variations of such words and similar
expressions are intended to identify such forward looking statements which
include, but are not limited to, projections of capital expenditures, earnings,
income taxes payable, financing and capital infusions. These forward looking
statements are subject to risks and uncertainties which could cause the
Company's actual results or performance to differ materially from those
expressed or implied in such statements. These risks and uncertainties include,
but are not limited to the following: obtaining additional financing to fund
future operating requirements, general risks affecting the real estate industry,
including the need to enter into new leases or renew leases on unfavorable terms
to generate rental revenues, competition for tenants from other owners of retail
properties, competition from other retailers, successful operations by and the
financial condition of tenants, particularly major tenants, adverse changes in
Orlando, Florida and national economic and market conditions, ability to achieve
financial requirements necessary for extension of the Partnership's credit
agreement beyond January 2, 2005 and access to and adequacy of financing to
complete the Company's Festival Bay project in Orlando, Florida. Any further
terrorist attacks or armed conflicts may directly impact the Company's
properties or such attacks or conflicts may cause consumer spending to decrease
or result in increased volatility in the United States financial markets. Any of
these occurrences could have a material adverse impact on the Company.
Item 1. Business
GENERAL DEVELOPMENT OF BUSINESS
Thackeray Corporation ("Thackeray" or the "Company") is a Delaware
corporation which holds an investment in a real estate partnership, as well as
real estate for investment.
DESCRIPTION OF BUSINESS
Thackeray's business is the management of its real estate
investments. The Company does not presently intend to acquire additional real
estate assets. For information with respect to Thackeray's real estate, see
Notes 1 and 2 to the Consolidated Financial Statements included in the Annual
Report, which Notes are incorporated herein by reference.
In 1996, the Company and affiliates of Belz Enterprises ("Belz")
entered into an Agreement of Limited Partnership of BT Orlando Limited
Partnership (the "Partnership"). Pursuant to this agreement, the Company agreed
to contribute approximately 140 acres of its Orlando, Florida property to the
Joint Venture (JV) Partnership. The JV is in the process of developing,
constructing and leasing an approximately 925,000 square foot retail and
entertainment shopping center complex - Festival Bay - on the property which is
to consist of 655,000 sq.ft. of anchor and other perimeter tenants and 270,000
sq.ft of interior small stores. The Company has a 35% general partner interest
in the Partnership and will also participate in the cash flow, sales proceeds
and refinancing proceeds from the operation, financing and disposition of such
project. The agreement also contains certain buy-sell provisions among the
3
partners. The Company and Belz also entered into a letter agreement in 1996
regarding the development of the remaining approximately 78 acres of the
Company's Orlando, Florida property. Pursuant to this letter agreement , the
parties agreed to form a new partnership to develop 22.5 acres of such property
as commercial property and 55.5 acres thereof as multi-family residential
property. The Company and Belz, or one of its affiliates, will be 50% owners and
general partners of such partnership, and the Company will be entitled to
certain preferential distributions.
In September 1999, the Company's real estate Partnership closed $40
million of construction financing and simultaneously the Company deeded 140
acres of its Orlando, Florida acreage to the Partnership and also pledged its
remaining contiguous 78 acres as additional collateral to secure the
construction loan.
Development efforts largely were completed mid - 2003 and leasing
efforts for the project are on-going. A 20 screen Cinemark theatre opened in
December 1999, a Bass Pro 163,000 sq.ft. anchor store opened in June 2000, and a
50,000 sq.ft. Van's Skate Park opened in January 2002. Leases for approximately
60% of the mall have been executed as of December 31, 2003. Both Cinemark and
Bass Pro experienced increases in volume in 2003 over 2002 while Van's activity
remained relatively flat.
The $40 million construction loan was refinanced in October 2001 and
additional financing was obtained by the real estate Partnership as part of a
$104.3 million third party facility. In connection with the financing, the
partnership agreement was materially revised and amended to provide for certain
adjustments to the economic rights and obligations of the partners. In
accordance with the August 2001 revision to the partnership agreement, the
Company contributed $1.75 million to the Partnership capital and Belz
contributed $12.1 million. In addition to the $12.1 million, Belz contributed
$9.3 million through December 31, 2001, which is entitled to a 9% annual,
cumulative, uncompounded preferential return and is senior to all prior
Partnership investments of the Company and Belz, which investments are not
entitled to a preferential return subsequent to July 2001.
The Partnership experienced a slow down in rental activity by
mid-year 2001, which worsened in the wake of the September 11 terrorist attacks.
Orlando tourism was adversely effected and theme park attendance and hotel
occupancy rates dropped substantially and have yet to return to pre 9/11 levels.
Visitors to the Orlando area (per Global Insight, Inc.) increased by
approximately 2.5% in 2003 as compared with 2002 while theme park attendance was
flat for the period (per Amusement Business Trade Association). However,
according to the Florida Retail Federation, its Florida Retail Index halted its
descent in mid year 2003 and turned around with positive results for three
consecutive quarters through the first quarter of 2004. The Orlando region is
the second highest regional component of the Index. Proof of the retail growth
is the 12.9% increase in sales tax collections for January 2004 as compared with
January 2003.
Pursuant to an August 2001 letter agreement by the partners
concerning the future development by the partners of the approximately 78 acres
owned by Thackeray which are contiguous to the 140 Festival Bay acres, the
partners were to agree upon conceptual construction plans, an overall
development plan and a development budget for the 78 acres on or before June 30,
2003. In the absence of such an agreement between the parties, the August 2001
letter agreement automatically terminated. June 30, 2003 passed without such a
4
mutual understanding, thereby voiding the agreement and any rights Thackeray's
partners may have had to the contiguous 78 acres.
The Partnership was in default of provisions of its credit agreement
as amended which required certain annualized operating income and small store
lease levels be achieved by October 2003. The lenders under the credit agreement
and the mezzanine lender waived such defaults and an amendment to such
provisions was agreed to in January 2004. The amendment extends the maturity
date of the credit agreement and that of the mezzanine loan from October 1, 2004
to January 2, 2005, but provides for an additional extension of one year to
January 2, 2006 if, by November 30, 2004, the Partnership is receiving monthly
base rent from signed leases of $800,000 and has achieved an 80% occupancy rate
from tenants open for business. The Partnership is unlikely to satisfy both of
the November 30, 2004 requirements.
Indebtedness
- ------------
The Company has no outstanding borrowings.
General
- -------
As of December 31, 2003, the Company had two employees.
Item 2. Properties
----------
For additional information with respect to the Company's investments
in real estate and to its lease obligations, see Notes 1, 2 and 5 to the
Consolidated Financial Statements included in the Annual Report, which Notes are
incorporated herein by reference.
Thackeray's executive offices are located at 350 Fifth Avenue, New
York, New York 10118. Future minimum rent payments are $24,000 for the year
2004, and $2,000 for the year 2005.
Item 3. Legal Proceedings
-----------------
There are no legal proceedings currently pending against the Company
or its subsidiary.
Item 4. Submission of Matters to a Vote of Stockholders
-----------------------------------------------
During the quarter ended December 31, 2003, no matters were submitted
to a vote of stockholders through the solicitation of proxies or otherwise.
5
PART II
Item 5. Market for Registrant's Common Stock, Related Stockholder Matters and
Issuer Purchases of Equity Securities
-------------------------------------
Reference is made to the information set forth in the section
entitled "Market for Thackeray's Common Stock and Related Stockholder Matters"
in the Annual Report, which section is incorporated herein by reference.
Item 6. Selected Financial Data
-----------------------
Reference is made to the information set forth in the section
entitled "Selected Financial Data" in the Annual Report, which section is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------
Reference is made to the information set forth in the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Annual Report, which section is incorporated
herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable.
Item 8. Financial Statements and Supplementary Data
------------------------------------------
Reference is made to the information set forth in the following
sections of the Annual Report, which sections are incorporated herein by
reference:
1. Report of Independent Public Accountants - Lazar Levine &
Felix LLP.
2. Report of Independent Public Accountants - Arthur Andersen
LLP.
3. Consolidated Balance Sheets -- December 31, 2003 and 2002.
4. Consolidated Statements of Operations and Comprehensive
Income for the years ended December 31, 2003, 2002 and
2001.
5. Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001.
6. Notes to Consolidated Financial Statements -- December 31,
2003, 2002 and 2001.
6
Item 9. Change in and Disagreements with Accountants on Accounting and
Financial Disclosure
--------------------
Not applicable.
Item 9A. Controls and Procedures.
-----------------------
(a) The Company's management evaluated, with the participation of the
Company's principal executive and principal financial officers, the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as of December 31, 2003. Based on their
evaluation, the Company's principal executive and principal financial officers
concluded that the Company's disclosure controls and procedures were effective
as of December 31, 2003.
(b) There has been no change in the Company's internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the Company's fiscal quarter ended December
31, 2003, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Reference is made to the information to be set forth in the section
entitled "Election of Directors" in the definitive proxy statement involving the
election of directors in connection with the Annual Meeting of Stockholders of
the Company to be held on May 25, 2004 (the "Proxy Statement"), which section
(other than the Audit Committee Report) is incorporated herein by reference. The
Proxy Statement will be filed with the Securities and Exchange Commission not
later than 120 days after December 31, 2003 pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended.
The Company has adopted a Code of Ethics that applies to its Chief
Executive Officer, Chief Financial Officer and other senior officers.
Item 11. Executive Compensation
----------------------
Reference is made to the information to be set forth in the section
entitled "Election of Directors" in the Proxy Statement, which section (other
than the Audit Committee Report) is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
---------------------------
Reference is made to the information to be set forth in the sections
entitled "Ownership of Voting Securities" and "Election of Directors - Security
Ownership of Management" in the Proxy Statement, which sections (other than the
Audit Committee Report) are incorporated herein by reference.
7
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Reference is made to the information to be set forth in the section
entitled "Election of Directors - Compensation and Interest of Management in
Certain Transactions" in the Proxy Statement, which section (other than the
Audit Committee Report) is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
--------------------------------------
Reference is made to the information to be set forth in the section
entitled "Selection of Independent Public Accountants" in the Proxy Statement,
which section is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a)(1) and (2) - The response to this portion of Item 15 is submitted
as a separate section of this report entitled "List of Financial Statements and
Financial Statement Schedules."
(3) - Exhibits:
3(a)(i) - Certificate of Incorporation of the Company. (1)
3(a)(ii) - Certificate of Designation of $4.15 Cumulative Preferred
Stock. (2)
3(a)(iii) - Amendment to Certificate of Incorporation of the Company.
(3)
3(b) - By-Laws of the Company. (1)
10(a) - Amended and Restated Agreement of Limited Partnership of
BT Orlando Limited Partnership, dated August 1, 2001,
among BEF, Inc., Brennand-Paige Industries, Inc., BT
Partnership and EST Orlando, Ltd. (4)
10(b) - Number 2 Partnership Letter Agreement, dated August 1,
2001, between the Company and Belz Investco G.P. (5)
10(c) - Ratification of Agreement dated August 1, 2001. (5)
11 - Statement re Computation of Per Share Data.*
13 - The Company's 2003 Annual Report to Stockholders.*
8
14 - The Company's Code of Ethics for the Chief Executive
Officer, Chief Financial Officer and other Senior
Officers.*
21 - Subsidiaries of the Company.*
31.1 - Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 - Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 - Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2 - Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
- --------------------------------
* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement
on Form S-14 (SEC File No. 2-73435).
(2) Incorporated by reference to the Company's Registration Statement
on Form S-11 (SEC File No. 2-84299).
(3) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
(4) Incorporated by reference to the Company's quarterly report on
Form 10-Q for the quarterly period ended September 30, 2001.
(5) Incorporated by reference to the Company's annual report on Form
10-K for the year ended December 31, 2001.
(b) - During the quarter ended December 31, 2003, the Company filed
one report on Form 8-K on November 12, 2003.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 29, 2004
THACKERAY CORPORATION
(Registrant)
By: /s/ Martin J. Rabinowitz
------------------------------------
Name: Martin J. Rabinowitz
Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s Martin J. Rabinowitz Chairman of the Board, March 29, 2004
- ------------------------- President and Director
Martin J. Rabinowitz (Principal Executive Officer)
/s/ Jules Ross Vice President, Finance, Treasurer, March 29, 2004
- ------------------------- Secretary and Director (Principal
Jules Ross Financial and Accounting Officer)
/s/ Ronald D. Rothberg Director March 29, 2004
- -------------------------
Ronald D. Rothberg
10
Form 10-K -- Items 15(a)(1) and (2)
THACKERAY CORPORATION
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Thackeray Corporation,
included in the Annual Report to Stockholders for the year ended December 31,
2003, are incorporated by reference in Item 8 of this report.
1. Report of Independent Public Accountants - Lazar Levine &
Felix LLP.
2. Report of Independent Public Accountants - Arthur Andersen
LLP.
3. Consolidated Balance Sheets -- December 31, 2003 and 2002.
4. Consolidated Statements of Operations and Comprehensive
Income for the years ended December 31, 2003, 2002 and
2001.
5. Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001.
6. Notes to Consolidated Financial Statements - December 31,
2003, 2002 and 2001.
The following financial statement schedules of Thackeray Corporation are filed
herewith:
Report of Independent Public Accountants - Lazar Levine & Felix LLP
on Financial Statement Schedules
Report of Independent Public Accountants - Arthur Andersen LLP on
Financial Statement Schedules
Schedule III - Real Estate and Accumulated Depreciation (Thackeray
Corporation)
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of Thackeray Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Thackeray
Corporation's 2003 Annual Report to Stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated March 12, 2004. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedules listed in the List of Financial Statements and
Financial Statement Schedules are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements
taken as a whole.
Lazar Levine & Felix LLP
New York, New York
March 12, 2004
12
THE FOLLOWING AUDIT REPORT OF ARTHUR ANDERSEN LLP ("ARTHUR ANDERSEN") IS A COPY
OF THE ORIGINAL REPORT DATED APRIL 9, 2002 PREVIOUSLY ISSUED BY ARTHUR ANDERSEN
IN CONNECTION WITH THE AUDIT OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS
INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FROM 10-K FOR THE YEAR ENDED DECEMBER
31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN AS THEY
HAVE CEASED OPERATIONS. THE COMPANY IS INCLUDING THIS COPY OF THE ARTHUR
ANDERSEN AUDIT REPORT PURSUANT TO RULE 2-02(E) OF REGULATION S-X UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of Thackeray Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Thackeray
Corporation's 2001 Annual Report to Stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated April 9, 2002. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedules listed in the List of Financial Statements and
Financial Statement Schedules are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements
taken as a whole.
Arthur Andersen LLP
New York, New York
April 9, 2002
13
Thackeray Corporation and Subsidiary
Real Estate and Accumulated Depreciation
For the years ended December 31, 2003, 2002 and 2001
Schedule III
Gross Life on which
amount depreciation
Cost at which in latest
capitalized carried income
Initial cost subsequent to at close Accumulated Date of Date statement is
Description Encumbrances to the Company acquisition of period depreciation construction acquired computed
- ----------- ------------ -------------- ----------- --------- ------------ ------------ -------- --------
78 Acres of
unimproved land,
Orlando, Florida (A) $1,860,000 $ 0 $1,860,000 $ 0 N/A 1981 N/A
========== === ========== ===
2003 2002 2001
---- ---- ----
Balance at Beginning
of period $1,860,000 $1,860,000 $1,860,000
Cost of real estate
deeded to real estate
partnership - 0 0
Cost of real estate
sold - 0 0
- -
Balance at End of
period $1,860,000 $1,860,000 $1,860,000
========== ========== ==========
Federal tax basis is
the same as book basis. (A)
(A) The property is pledged as collateral for the $12.8 million portion of the
credit agreement of BT Orlando Limited Partnership.
14
EXHIBIT INDEX
TO
THACKERAY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2003
Exhibit No. Description of Document
- ----------- -----------------------
3(a)(i) -- Certificate of Incorporation of the Company. (1)
3(a)(ii) -- Certificate of Designation of $4.15 Cumulative Preferred
Stock.(2)
3(a)(iii) -- Amendment to Certificate of Incorporation of the Company. (3)
3(b) -- By-laws of the Company. (1)
10(a) -- Amended and Restated Agreement of Limited Partnership of BT
Orlando Limited Partnership, dated August 1, 2001, among BEF,
Inc., Brennand-Paige Industries, Inc., BT Partnership and EST
Orlando, Ltd. (4)
10(b) -- Number 2 Partnership Letter Agreement, dated August 1, 2001,
between the Company and Belz Investco G.P. (5)
10(c) -- Ratification of Agreement dated August 1, 2001. (5)
11 -- Statement re Computation of Per Share Data.*
13 -- The Company's 2003 Annual Report to Stockholders.*
14 -- The Company's Code of Ethics for the Chief Executive Officer,
Chief Financial Officer and other Senior Officers.*
21 -- Subsidiaries of the Company.*
31.1 -- Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
15
31.2 -- Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
32.1 -- Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*
32.2 -- Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*
- -------------------------
* Filed herewith
(1) Incorporated by reference to the Company's Registration
Statement on Form S-14 (SEC File No. 2-73435).
(2) Incorporated by reference to the Company's Registration
Statement on Form S-11 (SEC File No. 2-84299).
(3) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001.
(4) Incorporated by reference to the company's quarterly report
on Form 10-Q for the quarterly period ended September 30,
2001.
(5) Incorporated by reference to the Company's annual report on
Form 10-K for the year ended December 31, 2001.
16