California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Six Month Period Ended June 30, 2003 Commission File Number 33-79220
33-56377
CALIFORNIA PETROLEUM TRANSPORT CORPORATION
(exact name of Registrant as specified in its charter)
Delaware 04-3232976
(State of incorporation) (I.R.S. Employer
Identification No.)
Suite 4350, One International Place, Boston, Massachusetts 02110-2624
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (617) 951-7690
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
Number of shares outstanding of each class of Registrant's Common Stock as of
July 31, 2003 Common, $1.00 par value...............................1,000 shares
California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
Index
Part I Financial Information
Item 1 Financial Statements
Review Report of Independent Accountants
Unaudited Condensed Statements of Operations and Retained Earnings -
Three and Six Month Periods Ended June 30, 2003 and 2002
Unaudited Condensed Balance Sheets - June 30, 2003 and December 31,
2002
Unaudited Condensed Statements of Cash Flows - Three and Six Month
Periods Ended June 30, 2003 and 2002
Unaudited Notes to Condensed Financial Statements
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3 Quantitative and Qualitative Disclosures about Market Risk
Item 4 Controls and Procedures
Part II Other Information
Item 1 Legal Proceedings
Item 6 Exhibits and Reports on Form 8-K
Signatures
Omitted items are not applicable
California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Review Report of Independent Accountants
TO THE BOARD OF DIRECTORS AND STOCKHOLDER OF CALIFORNIA PETROLEUM TRANSPORT
CORPORATION
We have reviewed the accompanying condensed balance sheet of California
Petroleum Transport Corporation as of June 30, 2003, and the related condensed
statements of operations and retained earnings for the three month and six month
periods ended June 30, 2003 and 2002, and the condensed statements of cash flows
for the six month periods ended June 30, 2003 and 2002. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet of California Petroleum
Transport Corporation as at December 31, 2002, and the related statements of
operations and retained earnings, and cash flows for the year then ended, not
presented herein, and in our report dated March 28, 2003, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of December
31, 2002, is fairly stated, in all material respects, in relation to balance
sheet from which it has been derived.
Ernst & Young
Chartered Accountants
Douglas, Isle of Man
August 4, 2003
California Petroleum Transport Corporation
Condensed Statements of Operations and Retained Earnings
(Unaudited)
(in thousands of US$)
3 month period 6 month period
ended ended
June 30 June 30
2003 2002 2003 2002
Revenue
Interest income 3,001 3,305 6,178 6,890
Fees reimbursed by related parties 51 3 56 19
- --------------------------------------------------------------------------------
Net operating revenues 3,052 3,308 6,234 6,909
- --------------------------------------------------------------------------------
Expenses
General and administrative
expenses (51) (3) (56) (19)
Amortisation of debt issue costs (64) (64) (128) (128)
Interest expense (2,937) (3,241) (6,050) (6,762)
- --------------------------------------------------------------------------------
(3,052) (3,308) (6,234) (6,909)
- --------------------------------------------------------------------------------
Net income - - - -
Retained earnings, beginning of period - - - -
- --------------------------------------------------------------------------------
Retained earnings, end of period - - - -
================================================================================
See notes to the condensed financial statements (unaudited).
California Petroleum Transport Corporation
Condensed Balance Sheets (Unaudited)
(in thousands of US$)
June 30, 2003 December
31, 2002
(See note 1)
ASSETS
Current assets:
Cash and cash equivalents 1 1
Current portion of serial loans
receivable 12,950 18,160
Interest receivable 2,911 3,322
Other current assets 14 15
- --------------------------------------------------------------------------------
Total current assets 15,876 21,498
Serial loans receivable, less current
portion 10,016 22,882
Term loans receivable 116,862 116,818
Deferred charges and other long-term
assets 1,292 1,420
- -------------------------------------------------------------------------------
Total assets 144,046 162,618
================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accrued interest 2,911 3,322
Current portion of serial
mortgage notes 12,950 18,160
Other current liabilities 14 15
- --------------------------------------------------------------------------------
Total current liabilities 15,875 21,497
Serial mortgage notes, less
current portion 10,270 23,220
Term mortgage notes 117,900 117,900
- --------------------------------------------------------------------------------
Total liabilities 144,045 162,617
Stockholder's equity
Common stock, $1 par value; 1,000
shares authorised, issued and
outstanding 1 1
- --------------------------------------------------------------------------------
Total liabilities and
stockholder's equity 144,046 162,618
================================================================================
See notes to the condensed financial statements (unaudited).
California Petroleum Transport Corporation
Condensed Statements of Cash Flows
(Unaudited)
(in thousands of US$)
6 month period ended June 30,
2003 2002
Cash flows from operating activities
Net income - -
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortisation of deferred debt
issue costs 128 128
Amortisation of issue discount on
loan receivable (128) (128)
Changes in operating assets and
liabilities:
Decrease in interest receivable 411 379
Decrease (increase) in other 1 (2)
current assets
Decrease in accrued interest (411) (379)
(Decrease) increase in other
current liabilities (1) 2
- --------------------------------------------------------------------------------
Net cash provided by operating
activities - -
- --------------------------------------------------------------------------------
Investing Activities
Collections on serial loans
receivable 18,160 18,160
- --------------------------------------------------------------------------------
Net cash provided by investing
activities 18,160 18,160
- --------------------------------------------------------------------------------
Financing Activities
Repayments of serial mortgage
notes (18,160) (18,160)
- --------------------------------------------------------------------------------
Net cash used in financing
activities (18,160) (18,160)
- --------------------------------------------------------------------------------
Net increase in cash and cash
equivalents - -
Cash and cash equivalents at beginning
of period 1 1
- --------------------------------------------------------------------------------
Cash and cash equivalents at end of
period 1 1
================================================================================
Supplemental disclosure of cash flow
information:
Interest paid 6,589 7,269
================================================================================
See notes to the condensed financial statements (unaudited).
California Petroleum Transport Corporation Quarterly report on Form 10-Q Six
month period ended June 30, 2003
Notes to the condensed financial statements (unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
California Petroleum Transport Corporation (the "Company" or "California
Petroleum"), which is incorporated in Delaware, is a special purpose
corporation that has been organized solely for the purpose of issuing, as
agent on behalf of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited and CalPetro
Tankers (IOM) Limited (each an "Owner" and, together the "Owners"), the
Serial Mortgage Notes and the Term Mortgage Notes (together, "the Notes")
as full recourse obligations of the Company and loaning the proceeds of the
sale of the Notes to the Owners to facilitate the funding of the
acquisition of four vessels (the "Vessels") by the Owners from Chevron
Transport Corporation (the "Initial Charterer"). All the shares of
California Petroleum are held by The California Trust, a Massachusetts
charitable lead trust formed by JH Holdings, a Massachusetts corporation,
for the benefit of certain charitable institutions in Massachusetts.
The Owners have chartered the Vessels to the Initial Charterer under
bareboat charters that are expected to provide sufficient payments to cover
the Owners' obligations under the loans from the Company. The Initial
Charterer can terminate a charter at specified dates prior to the
expiration of the charter, provided it notify the Owner at least 12 months
prior to such termination and make a Termination Payment. The Owners' only
source of funds with respect to the loans from the Company is payments from
the Initial Charterer, including Termination Payments. The Owners do not
have any other source of capital for payment of the loans.
The Company's only source of funds with respect to the Notes are payments
of principal and interest on the loans to the Owners. The Company does not
have any other source of capital for payment of the Notes.
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America ("GAAP").
These statements reflect the net proceeds from the sale of the Term
Mortgage Notes together with the net proceeds from sale of the Serial
Mortgage Notes having been applied by way of long-term loans to the Owners
to fund the acquisition of the Vessels from the Initial Charterer.
Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The principal accounting policies used in
the preparation of these financial statements are set out below.
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by GAAP for complete financial
statements.
These financial statements should be read in conjunction with the audited
financial statements and accompanying notes included in the Company 's
Annual Report on Form 10-K for the year ended December 31, 2002.
2. PRINCIPAL ACCOUNTING POLICIES
(a) Revenue and expense recognition
Interest receivable on the Serial Loans and on the Term Loans is accrued on
a daily basis. Interest payable on the Serial Mortgage Notes and on the
Term Mortgage Notes is accrued on a daily basis. The Owners reimburse the
Company for general and administrative expenses incurred on their behalf.
(b) Deferred charges
Deferred charges represent the capitalization of debt issue costs. These
costs are amortized over the term of the Notes to which they relate.
(c) Reporting currency
The reporting and functional currency is United States dollars.
(d) Cash and cash equivalents
For the purpose of the statement of cash flows, all demand and time
deposits and highly liquid, low risk investments with original maturities
of three months or less are considered equivalent to cash.
(e) Use of estimates
The preparation of financial statements in accordance with GAAP requires
the Company to make estimates and assumptions in determining the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities on the dates of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
3. SERIAL LOANS
The principal balances of the Serial Loans earn interest at rates ranging
from 7.57% to 7.62% and mature over a remaining three-year period beginning
April 1, 2004. The loans are reported net of the related discounts, which
are amortised over the term of the loans.
4. TERM LOANS
The principal balances of the Term Loans earn interest at a rate of 8.52%
per annum and are to be repaid over a twelve-year period beginning April 1,
2004. The loans are reported net of the related discounts, which are
amortised over the term of the loans.
5. SERIAL MORTGAGE NOTES
The Serial Mortgage Notes bear interest at rates ranging from 7.57% to
7.62% through maturity. The Notes mature over a remaining three-year period
beginning April 1, 2004. Interest is payable semi-annually.
6. TERM MORTGAGE NOTES
The Term Mortgages Notes bear interest at a rate of 8.52% per annum.
Principal is repayable on the Term Mortgage Notes in accordance with a
twelve-year sinking fund schedule commencing April 1, 2004. Interest is
payable semi-annually.
California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Organization and history
California Petroleum Transport Corporation was incorporated under the laws
of the state of Delaware on May 18, 1994. The Company is a special purpose
corporation that has been organized solely for the purpose of issuing as
agent Serial Mortgage Notes and Term Mortgage Notes as full recourse
obligations of the Company and loaning the proceeds of the sale of the
Notes to the Owners. The Serial Mortgage Notes and the Term Mortgage Notes
were issued on April 5, 1995.
Liquidity and Capital Resources
California Petroleum is a passive entity, and its activities are limited to
collecting cash from the Owners and making repayments on the Notes.
California Petroleum has no source of liquidity and no capital resources
other than the cash receipts attributable to the Loans.
Critical Accounting Policies
California Petroleum's principal accounting policies are described in Note
2 to the financial statements included in Item 1 of this Form 10-Q. The
most critical accounting policies include:
o Revenue and expense recognition
o Accounting for deferred charges
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(a) Quantitative information about market risk
Quantitative information about market risk instruments at June 30, 2003 is
as follows:
i) Serial Loans
The outstanding principal balances of the Serial Loans earn interest at
rates ranging from 7.57% to 7.62% and mature over a remaining three-year
period beginning April 1, 2004. The loans are reported net of the related
discounts, which are amortised over the term of the loans.
The outstanding Serial Loans have the following characteristics:
Maturity date Interest rate Principal amount
($ 000's)
April 1, 2004 7.57% 12,950
April 1, 2005 7.60% 7,740
April 1, 2006 7.62% 2,530
-----------------------------------------------------------------------------
Total 23,220
-----------------------------------------------------------------------------
ii) Term Loans
The principal balances of the Term Loans earn interest at a rate of 8.52%
per annum and are to be repaid over a twelve-year period beginning April 1,
2004. The loans are reported net of the related discounts, which are
amortized over the term of the loans.
The table below provides the final principal payments on the Term Loans if
none of the Initial Charters is terminated and if all of the Initial
Charters are terminated on the earliest termination dates.
Scheduled payment date No initial All initial
charters charters
terminated terminated
($000's) ($000's)
April 1, 2004 3,355 1,700
April 1, 2005 6,542 3,480
April 1, 2006 9,526 5,320
April 1, 2007 10,942 6,340
April 1, 2008 10,942 6,880
April 1, 2009 10,942 7,470
April 1, 2010 10,942 8,110
April 1, 2011 10,942 8,800
April 1, 2012 10,942 9,540
April 1, 2013 10,942 10,360
April 1, 2014 10,942 11,240
April 1, 2015 10,941 38,660
-----------------------------------------------------------------------------
Total 117,900 117,900
-----------------------------------------------------------------------------
iii) Serial Mortgage Notes
The Serial Mortgage Notes bear interest at rates ranging from 7.57% to
7.62% through maturity. The Notes mature over a remaining three-year period
beginning April 1, 2004. Interest is payable semi-annually. The outstanding
Serial Mortgage Notes have the following characteristics:
Maturity date Interest rate Principal amount
($ 000's)
April 1, 2004 7.57% 12,950
April 1, 2005 7.60% 7,740
April 1, 2006 7.62% 2,530
-----------------------------------------------------------------------------
Total 23,220
-----------------------------------------------------------------------------
iv) Term Mortgage Notes
The Term Mortgage Notes bear interest at a rate of 8.52% per annum.
Principal is repayable on the Term Mortgage Notes in accordance with a
twelve-year sinking fund schedule commencing April 1, 2004. Interest is
payable semi-annually.
The table below provides the scheduled sinking fund redemption amounts and
final principal payments on the Term Mortgage Notes if none of the Initial
Charters is terminated and if all of the Initial Charters are terminated on
the earliest termination dates.
Scheduled payment date No initial All initial
charters charters
terminated terminated
($000's) ($000's)
April 1, 2004 3,355 1,700
April 1, 2005 6,542 3,480
April 1, 2006 9,526 5,320
April 1, 2007 10,942 6,340
April 1, 2008 10,942 6,880
April 1, 2009 10,942 7,470
April 1, 2010 10,942 8,110
April 1, 2011 10,942 8,800
April 1, 2012 10,942 9,540
April 1, 2013 10,942 10,360
April 1, 2014 10,942 11,240
April 1, 2015 10,941 38,660
-----------------------------------------------------------------------------
Total 117,900 117,900
-----------------------------------------------------------------------------
(b) Qualitative information about market risk
The Company was organized solely for the purpose of issuing, as agent on
behalf of the Owners, the Term Mortgage Notes and Serial Mortgage Notes as
obligations of California Petroleum and loaning the proceeds of the sale of
the Notes to the Owners to facilitate the funding of the acquisition of the
Vessels from Chevron Transport Corporation.
ITEM 4 - CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's manager Frontline Ltd, including the Company's President and
Treasurer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the President and Treasurer concluded
that the Company's disclosure controls and procedures are effective in
alerting them timely to material information relating to the Company
required to be included in the Company's periodic Securities and Exchange
Commission ("SEC") filings.
(b) Changes in internal controls
There have been no significant changes in our internal controls or in other
factors that could have significantly affected those controls subsequent to
the date of our most recent evaluation of internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not party to any legal proceedings the results of which
could, in the opinion of management, have a material adverse effect upon
the Company.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 31.1 Certification of Principal Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Principal Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification Pursuant to 18 USC Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
b. Reports on Form 8-K
The Company has not filed any current reports on Form 8-K with the SEC
during the current quarter of the fiscal period covered by this report.
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.
CALIFORNIA PETROLEUM
TRANSPORT CORPORATION
Registrant
\Nancy D Smith\
---------------
August 4, 2003
Nancy D Smith
California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Nancy D Smith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of California Petroleum
Transport Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary 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 on 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 registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant 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 registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: August 4, 2003
/s/ Nancy D. Smith
- -----------------------
Nancy D. Smith
President
California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, R Douglas Donaldson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of California Petroleum
Transport Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary 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 on 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 registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant 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 registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting;
Date: August 4, 2003
/s/ R. Douglas Donaldson
- ------------------------
R. Douglas Donaldson
Treasurer
California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
Six month period ended June 30, 2003
Exhibit 32.1
CERTIFICATIONS UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the
undersigned certifies that this periodic report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in this periodic report fairly represents, in all
material respects, the financial condition and results of operations of
California Petroleum Transport Corporation.
This certification is made solely for purpose of 18 U.S.C. Section 1350, and not
for any other purpose.
/s/ Nancy D. Smith
----------------------
Nancy D. Smith
President
/s/ R. Douglas Donaldson
------------------------
R. Douglas Donaldson
Treasurer
Date: August 4, 2003
02089.0006 #421118