SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002.
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OR [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File No. 0-20957
Sun Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey 52-1382541
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
226 Landis Avenue, Vineland, New Jersey 08360
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 691-7700
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Securities registered pursuant to Section 12(b) of the Exchange Act: None
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Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $1.00 par value
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(Title of Class)
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 .
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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 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 X NO .
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The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the closing price of the registrant's Common Stock on
June 28, 2002, was approximately $98.3 million.
As of March 21, 2003, there were issued and outstanding 11,185,561 shares
of the registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Shareholders for the Fiscal Year Ended
December 31, 2002. (Parts I, II and IV)
2. Portions of the Proxy Statement for the 2003 Annual Meeting of
Shareholders. (Part III)
PART I
SUN BANCORP, INC. (THE "COMPANY") MAY FROM TIME TO TIME MAKE WRITTEN OR
ORAL "FORWARD-LOOKING STATEMENTS," INCLUDING STATEMENTS CONTAINED IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THIS
ANNUAL REPORT ON FORM 10-K AND THE EXHIBITS HERETO), IN ITS REPORTS TO
SHAREHOLDERS AND IN OTHER COMMUNICATIONS BY THE COMPANY, WHICH ARE MADE IN GOOD
FAITH BY THE COMPANY PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, SUCH AS
STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS, ESTIMATES AND
INTENTIONS, THAT ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS (SOME
OF WHICH ARE BEYOND THE COMPANY'S CONTROL). THE FOLLOWING FACTORS, AMONG OTHERS,
COULD CAUSE THE COMPANY'S FINANCIAL PERFORMANCE TO DIFFER MATERIALLY FROM THE
PLANS, OBJECTIVES, EXPECTATIONS, ESTIMATES AND INTENTIONS EXPRESSED IN SUCH
FORWARD-LOOKING STATEMENTS: THE STRENGTH OF THE UNITED STATES ECONOMY IN GENERAL
AND THE STRENGTH OF THE LOCAL ECONOMIES IN WHICH THE COMPANY CONDUCTS
OPERATIONS; THE EFFECTS OF, AND CHANGES IN, MONETARY AND FISCAL POLICIES AND
LAWS, INCLUDING INTEREST RATE POLICIES OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM, INFLATION, INTEREST RATE, MARKET AND MONETARY FLUCTUATIONS; THE
TIMELY DEVELOPMENT OF AND ACCEPTANCE OF NEW PRODUCTS AND SERVICES OF THE COMPANY
AND THE PERCEIVED OVERALL VALUE OF THESE PRODUCTS AND SERVICES BY USERS,
INCLUDING THE FEATURES, PRICING AND QUALITY COMPARED TO COMPETITORS' PRODUCTS
AND SERVICES; THE IMPACT OF CHANGES IN FINANCIAL SERVICES' LAWS AND REGULATIONS
(INCLUDING LAWS CONCERNING TAXES, BANKING, SECURITIES AND INSURANCE);
TECHNOLOGICAL CHANGES; ACQUISITIONS; CHANGES IN CONSUMER SPENDING AND SAVING
HABITS; AND THE SUCCESS OF THE COMPANY AT MANAGING THE RISKS INVOLVED IN THE
FOREGOING.
THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF IMPORTANT FACTORS IS NOT
EXCLUSIVE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE ANY FORWARD-LOOKING
STATEMENT, WHETHER WRITTEN OR ORAL, THAT MAY BE MADE FROM TIME TO TIME BY OR ON
BEHALF OF THE COMPANY.
Item 1. Business
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General
The Company, a New Jersey corporation, is a bank holding company
headquartered in Vineland, New Jersey. The Company's principal subsidiary is Sun
National Bank (the "Bank"). At December 31, 2002, the Company had total assets
of $2.1 billion, total deposits of $1.7 billion
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and total shareholders' equity of $145.6 million. Substantially all of the
Company's deposits are federally insured by the Bank Insurance Fund ("BIF"),
which is administered by the Federal Deposit Insurance Corporation ("FDIC"). The
Company's remaining deposits are federally insured by the Savings Association
Insurance Fund ("SAIF"), administered by the FDIC. The Company's principal
business is to serve as a holding company for the Bank. As a registered bank
holding company, the Company is subject to the supervision and regulation of the
Board of Governors of the Federal Reserve System (the "Federal Reserve").
Through the Bank, the Company provides consumer and business banking
services through five Regional Banking Groups and 75 Community Banking Centers
in Southern and Central New Jersey, in the contiguous New Castle County market
in Delaware, and in Philadelphia, Pennsylvania. The Bank offers comprehensive
lending, depository and financial services to its customers and marketplace. The
Bank's lending services to businesses include commercial and industrial loans
and commercial real estate loans. The Bank's commercial deposit services include
checking accounts and cash management products such as electronic banking, sweep
accounts, lockbox services, Internet banking, PC banking and controlled
disbursement services. The Bank's lending services to consumers include
residential mortgage loans, home equity loans and installment loans. The Bank's
consumer services include checking accounts, savings accounts, money market
deposits, certificates of deposit and individual retirement accounts. Through a
third party arrangement, the Bank also offers mutual funds, securities
brokerage, annuities and investment advisory services. The Bank also offers
equipment leasing and SBA loans and is a designated Preferred Lender with the
New Jersey Economic Development Authority.
The Company's website address is www.sunnb.com. The Company's annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and other documents filed by the Company with the Securities and Exchange
Commission are available free of charge on the Company's website under the
Investor Relations menu.
Market Area
The Bank provides a wide variety of financial services through 75 Community
Banking Centers in five Regional Banking Groups that strategically define its
market area. The Bank's Southern Region consists of Atlantic, Cape May,
Cumberland and Salem Counties in southern New Jersey; the Eastern Region
includes Ocean and Monmouth Counties; the Northern Region includes Mercer,
Middlesex, Somerset and Hunterdon Counties in central New Jersey; the Western
Region consists of Burlington, Camden and Gloucester Counties in New Jersey and
Philadelphia, Pennsylvania; and the Delaware Region is New Castle County in
Delaware. Together these counties constitute the Bank's "primary market area."
The Bank's deposit gathering base and lending area is concentrated in the
communities surrounding its offices.
The Bank is headquartered in Cumberland County, New Jersey. The city of
Vineland is approximately 30 miles southeast of Philadelphia, Pennsylvania, and
30 miles southeast of Camden, New Jersey. The Philadelphia International Airport
is approximately 45 minutes from Vineland.
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The central and southern New Jersey areas are among the fastest growing
population areas in New Jersey and have a significant number of retired
residents who have traditionally provided the Bank with a stable source of
deposit funds. The economy of the Bank's primary market area is based upon a
mixture of the agriculture, transportation, manufacturing and tourism trade -
including a substantial casino industry in Atlantic City, New Jersey and support
businesses throughout the Bank's primary market area. These areas are also home
to commuters working in New Jersey suburban areas and in Atlantic City, as well
as in New York and Philadelphia.
Of the Bank's Delaware branches, three are in Wilmington, Delaware which is
approximately 25 miles southwest of Philadelphia, Pennsylvania. The Philadelphia
International Airport is approximately 30 minutes from Wilmington.
In addition to its relatively affluent and steadily increasing population
base, New Castle County, Delaware also contains a very significant and diverse
employment base. Employment is concentrated in the services, manufacturing,
retail trade, finance, insurance and real estate sectors of the economy. The
county contains a disproportionate share of the state's employment and payroll.
Management considers the Bank's strategic positioning to be the
decentralizing of management and authority into five Regional Banking Groups.
Regional teams of experienced managers, lenders and relationship officers from
the Bank's three divisions, Commercial, Small Business and Community Banking,
are headquartered within each region and are empowered with resources and local
decision-making authority. They work together as a team, in partnership with
local Community Banking Centers in the region, to coordinate a high level of
service to local consumer, business, government and institutional customers.
Each Regional Banking Group operates essentially as a local community bank with
a local community focus on serving the specific needs of the local area and
building lasting relationships with customers.
Lending Activities
General. The principal lending activity of the Bank is the origination of
commercial real estate loans, commercial business and industrial loans, home
equity loans, mortgage loans and, to a much lesser extent, installment loans.
Substantially all loans are originated in the Bank's primary market area.
Commercial and Industrial Loans. The Bank originates several types of
commercial, industrial, and small business loans. Included as commercial and
small business loans are short- and long-term business loans, lines of credit,
non-residential mortgage and small business loans and real estate construction
loans. The Bank's Commercial Banking division serves companies with annual
revenue in excess of $5 million and credit needs over $1.5 million. The Bank's
Small Business Banking division serves business with annual revenues of up to $5
million and credit needs up to $1.5 million. The Bank's primary focus is the
origination of commercial loans secured by real estate. The majority of the
Bank's customers for these loans are small- to medium-sized businesses located
in the southern and central parts of New Jersey and New Castle County, Delaware.
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A significant portion of the Bank's commercial and industrial loans are
concentrated in the hospitality, entertainment and leisure industries. Many of
these industries are dependent upon seasonal business and other factors beyond
the control of the industries, such as weather and beach conditions along the
New Jersey seashore. Any significant or prolonged adverse weather or beach
conditions along the New Jersey seashore could have an adverse impact on the
borrowers' ability to repay loans. In addition, because these loans are
concentrated in southern and central New Jersey, a decline in the general
economic conditions of southern or central New Jersey and the impact on
discretionary consumer spending could have a material adverse effect on the
Company's financial condition, results of operations and cash flows.
Commercial Real Estate Loans. Loans secured by commercial properties
generally involve a greater degree of risk than residential mortgage loans and
carry larger loan balances. This increased credit risk is a result of several
factors, including the concentration of principal in a limited number of loans
and borrowers, the effects of general economic conditions on income- producing
properties and the greater difficulty of evaluating and monitoring these types
of loans. A significant portion of the Bank's commercial real estate and
commercial and industrial loan portfolios includes a balloon payment or
repricing feature. A number of factors may affect a borrower's ability to make
or refinance a balloon payment, including without limitation the financial
condition of the borrower at the time, the prevailing local economic conditions,
and the prevailing interest rate environment. There can be no assurance that
borrowers will be able to make or refinance balloon payments when due.
Furthermore, the repayment of loans secured by commercial real estate is
typically dependent upon the successful operation of the related real estate or
commercial project. If the cash flow from the project is reduced, the borrower's
ability to repay the loan may be impaired. This cash flow shortage may result in
the failure to make loan payments. In such cases, the Bank may be compelled to
modify the terms of the loan. In addition, the nature of these loans is such
that they are generally less predictable and more difficult to evaluate and
monitor. As a result, repayment of these loans may be subject to a greater
extent than residential loans to adverse conditions in the real estate market or
economy.
Home Equity Loans. The Bank originates home equity loans, secured by first
or second mortgages owned or being purchased by the loan applicant. Home equity
loans are consumer revolving lines of credit. The interest rate charged on such
loans is usually a floating rate related to the prime lending rate. Home equity
loans may provide for interest only payments for the first two years with
principal payments to begin in the third year. A home equity loan is typically
originated as a fifteen-year note that allows the borrower to draw upon the
approved line of credit during the same period as the note. The Bank generally
requires a loan-to-value ratio in the range of 70% to 80% of the appraised
value, less any outstanding mortgage.
Residential Real Estate Loans. The Bank uses outside loan correspondents to
originate residential mortgages. These loans are originated using the Investor's
underwriting standards, rates and terms, and are approved according to the
Purchaser/Investor's lending policy prior to origination. Prior to closing, the
Bank usually has commitments to sell these loans, at par and without recourse,
in the secondary market. Secondary market sales are generally scheduled to close
shortly after the origination of the loan.
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The majority of the Bank's residential mortgage loans consist of loans
secured by owner- occupied, single-family residences. The Bank's mortgage loan
portfolios consist of both fixed-rate and adjustable-rate loans secured by
various types of collateral as discussed below. Management generally originates
residential mortgage loans in conformity with Federal National Mortgage
Association ("FNMA") standards so that the loans will be eligible for sale in
the secondary market. Management expects to continue offering mortgage loans at
market interest rates, with substantially the same terms and conditions as it
currently offers.
The Bank's residential mortgage loans customarily include due-on-sale
clauses, which are provisions giving the Bank the right to declare a loan
immediately due and payable in the event, among other things, that the borrower
sells or otherwise disposes of the real property serving as security for the
loan. Due-on-sale clauses are an important means of adjusting the rates on the
Bank's fixed-rate mortgage portfolios. The Bank usually exercises its right
under these clauses.
Installment Loans. The Bank also originates installment or consumer loans
secured by a variety of collateral, such as new and used automobiles. At
December 31, 2002, the Bank had $6,151,519 of unsecured installment loans.
Third Party Consumer Portfolio. The Bank has a Modular Housing Portfolio
with $25,623,683 in loans outstanding as of December 31, 2002. This activity is
generated through a third party arrangement, which began in 1990. These loans
are originated using the Bank's underwriting standards, rates and terms and are
approved according to the Bank's policies.
The Bank has a mature portfolio from previous third party relationships
that are no longer active in generating new business. These loans are centered
in manufactured homes, campgrounds and recreational vehicles. At December 31,
2002, the Bank had $3,886,639 of loans outstanding.
Loan Solicitation and Processing. Loan originations are derived from a
number of sources such as loan officers, customers, borrowers and referrals from
real estate brokers, accountants, attorneys and regional advisory boards.
Upon receipt of a loan application, a credit report is ordered and reviewed
to verify specific information relating to the loan applicant's
creditworthiness. For residential mortgage loans, written verifications of
employment and deposit balances are requested by the Bank. The Bank requires
that an appraisal of the real estate intended to secure the proposed loan is
undertaken by a certified independent appraiser approved by the Bank and
licensed by the state. After all of the required information is obtained, a
credit decision is made. Depending on the type, collateral and amount of the
credit request, various levels of approval may be necessary. The Bank has
implemented a Loan Approval Matrix (LAM) which was devised to facilitate the
timely approval of commercial loans in an environment that promotes responsible
use of lending authority by groups of loan and credit officers acting in
concert. In terms of control, the LAM is structured to provide for at least two
signatures for every action.
On an annual basis, the Chief Executive Officer presents to the Board of
Directors the recommended structure of the LAM in terms of the amounts of
lending authority granted to combining levels. On that same occasion, the Chief
Executive Officer also recommends levels of
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lending authority within the matrix for individual loan and credit officers.
Between the annual reviews of lending authorities by the Board of Directors, the
Chief Executive Officer assigns interim lending authorities within the LAM to
individual loan and credit officers and reports his actions to the Board in a
timely fashion.
Levels of individual lending authority are based on the functional
assignment of a loan officer as well as the officer's perceived level of
expertise and areas of experience.
The positions of credit officer (CO) and senior credit officer (SCO) are an
integral feature of the LAM process. CO's and SCO's are granted substantial
levels of authority but do not carry a portfolio. These individuals are
collectively responsible for maintaining the quality and soundness of the Bank's
loan portfolio.
Title insurance policies are generally required on all first mortgage
loans. Hazard insurance coverage is required on all properties securing loans
made by the Bank. Flood insurance is also required, when applicable.
Loan applicants are notified of the credit decision by letter. If the loan
is approved, the loan commitment specifies the terms and conditions of the
proposed loan including the amount, interest rate, amortization term, a brief
description of the required collateral, and the required insurance coverage. The
borrower must provide proof of fire, flood (if applicable) and casualty
insurance on the property serving as collateral, which insurance must be
maintained during the full term of the loan.
Loan Commitments. When a commercial loan is approved, the Bank issues a
written commitment to the loan applicant. The commitment indicates the loan
amount, term and interest rate and is valid for approximately 45 days.
Approximately 90% of the Bank's commitments are accepted or rejected by the
customer before the expiration of the commitment. At December 31, 2002, the Bank
had approximately $215.0 million in commercial loan commitments outstanding.
Credit Risk, Credit Administration and Loan Review. Credit risk represents
the possibility that a customer or counterparty may not perform in accordance
with contractual terms. The Bank incurs credit risk whenever it extends credit
to, or enters into other transactions with, customers. The risks associated with
extensions of credit include general risk, which is inherent in the lending
business, and risk specific to individual borrowers. The credit administration
department is responsible for the overall management of the Bank's credit risk
and the development, application and enforcement of uniform credit policies and
procedures the principal purpose of which is to minimize such risk. One
objective of credit administration is to identify and, to the extent feasible,
diversify extensions of credit by industry concentration, geographic
distribution and the type of borrower. Loan review and other loan monitoring
practices provide a means for management to ascertain whether proper credit,
underwriting and loan documentation policies, procedures and practices are being
followed by the Bank's loan officers and are being applied uniformly. While
management continues to review these and other related functional areas, there
can be no assurance that the steps the Bank has taken to date will be sufficient
to enable it to identify, measure, monitor and control all credit risk.
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Investment Securities Activities
General. The investment policy of the Bank is established by senior
management and approved by the Board of Directors. It is based on asset and
liability management goals and is designed to provide a portfolio of high
quality investments that optimize interest income within acceptable limits of
safety and liquidity. The Bank's investments consist primarily of federal funds,
securities issued or guaranteed by the United States Government or its agencies,
states and political subdivisions and corporate bonds.
Sources of Funds
General. Deposits are the major source of the Bank's funds for lending and
other investment purposes. In addition to deposits, the Bank derives funds from
the amortization, prepayment or sale of loans, maturities or sale of investment
securities, borrowings and operations. Scheduled loan principal repayments are a
relatively stable source of funds, while deposit inflows and outflows and loan
prepayments are significantly influenced by general interest rates and market
conditions.
Deposits. Consumer and commercial deposits are attracted principally from
within the Bank's primary market area through the offering of a broad selection
of deposit instruments including checking, regular savings, money market
deposits, term certificate accounts and individual retirement accounts. Deposit
account terms vary according to the minimum balance required, the time periods
the funds must remain on deposit and the interest rate, among other factors. The
Bank regularly evaluates the internal cost of funds, surveys rates offered by
competing institutions, reviews the Bank's cash flow requirements for lending
and liquidity and executes rate changes when deemed appropriate. The Bank does
not obtain funds through brokers nor does it solicit funds outside the States of
New Jersey, Delaware, or Pennsylvania.
Borrowings. Deposits are the primary source of funds of the Bank's lending
and investment activities and for its general business purposes. The Bank may
obtain advances from the Federal Home Loan Bank (the "FHLB") of New York to
supplement its supply of lendable funds. Such advances must be secured by a
pledge of a portion of the Bank's mortgage-backed securities and first mortgage
loans. The Bank, if the need arises, may also access the Federal Reserve Bank
discount window to supplement its supply of lendable funds and to meet deposit
withdrawal requirements. At December 31, 2002, the Bank had $142.0 million in
secured FHLB advances. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Borrowings" in the Company's 2002 Annual
Report to Shareholders (the "Annual Report").
Repurchase Agreements. The Bank also obtains funds through overnight
repurchase agreements with customers pursuant to which the Bank sells U.S.
Treasury securities to customers under an agreement to repurchase them, at par,
on the next business day. At December 31, 2002, the amount of securities under
agreements to repurchase with customers totaled $61.9 million. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Borrowings" in the Annual Report. For additional information regarding
repurchase agreements, refer to Note 12 of the Notes to Consolidated Financial
Statements included in the Annual Report.
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Cash Management Services
The Bank offers a menu of cash management services designed to meet the
more sophisticated needs of commercial customers and enhance customers' overall
relationships with the Bank. The cash management department offers additional
products and services such as electronic banking, sweep accounts, lockbox
services, Internet banking, PC banking and controlled disbursement services.
Many of these services are provided through third-party vendors with links to
the Bank's data center.
Competition
The Bank faces substantial competition both in attracting deposits and in
lending funds. The States of New Jersey and Delaware and the county of
Philadelphia, Pennsylvania have high densities of financial institutions, many
of which are branches of significantly larger institutions which have greater
financial resources than the Bank, all of which are competitors of the Bank to
varying degrees. In order to compete with the many financial institutions
serving its primary market area, the Bank's strategy is to focus on providing a
superior level of personalized service to local business and individual
customers in local communities through its Regional Banking Groups - as a
springboard to building long-term, profitable relationships with those customers
in its primary market area.
The competition for deposits comes from other insured financial
institutions such as commercial banks, thrift institutions, credit unions, and
multi-state regional and money center banks in the Bank's market area.
Competition for funds also includes a number of insurance products sold by local
agents and investment products such as mutual funds and other securities sold by
local and regional brokers. Loan competition varies depending upon market
conditions and comes from other insured financial institutions such as
commercial banks, thrift institutions, credit unions, multi-state regional and
money center banks, and mortgage-bankers many of whom have far greater resources
than the Bank. Non-bank competition, such as investment brokerage houses, has
intensified in recent years for all banks as non-bank competitors are not
subject to the same regulatory burdens.
Personnel
At December 31, 2002, the Company had 592 full-time and 79 part-time
employees. The Company's employees are not represented by a collective
bargaining group. The Company believes that its relationship with its employees
is good.
SUPERVISION AND REGULATION
Introduction
Bank holding companies and banks are extensively regulated under both
federal and state law. The description of statutory provisions and regulations
applicable to banking institutions and their holding companies set forth in this
Form 10-K does not purport to be a complete description
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of such statutes and regulations and their effects on the Bank and the Company.
The discussion is qualified in its entirety by reference to all particular
statutory or regulatory provisions.
The Company is a legal entity separate and distinct from the Bank.
Accordingly, the right of the Company, and consequently the right of creditors
and shareholders of the Company, to participate in any distribution of the
assets or earnings of the Bank is necessarily subject to the prior claims of
creditors of the Bank, except to the extent that claims of the Company in its
capacity as creditor may be recognized. The principal sources of the Company's
revenue and cash flow are management fees and dividends from the Bank. There are
legal limitations on the extent to which a subsidiary bank can finance or
otherwise supply funds to its parent holding company.
The Company
General. As a registered bank holding company, the Company is regulated
under the Bank Holding Company Act of 1956, as amended ("BHCA") and is subject
to supervision and regular inspection by the Federal Reserve.
Recent Legislation to Curtail Corporate Accounting Irregularities. On July
30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the
"Act"). The Securities and Exchange Commission (the "SEC") has promulgated
certain regulations pursuant to the Act and will continue to propose additional
implementing or clarifying regulations as necessary in furtherance of the Act.
The passage of the Act and the regulations implemented by the SEC subject
publicly-traded companies to additional and more cumbersome reporting
regulations and disclosure. Compliance with the Act and corresponding
regulations may increase the Company's expenses.
Financial Modernization. The Gramm-Leach-Bliley Act ("GLB") permits
qualifying bank holding companies to become financial holding companies and
thereby affiliate with securities firms and insurance companies and engage in
other activities that are financial in nature. GLB defines "financial in nature"
to include securities underwriting, dealing and market making; sponsoring mutual
funds and investment companies; insurance underwriting and agency; merchant
banking activities; and activities that the Federal Reserve Board has determined
to be closely related to banking. A qualifying national bank also may engage,
subject to limitations on investment, in activities that are financial in
nature, other than insurance underwriting, insurance company portfolio
investment, real estate development, and real estate investment, through a
financial subsidiary of the bank. GLB also prohibits new unitary thrift holding
companies from engaging in nonfinancial activities or from affiliating with a
nonfinancial entity.
Capital Requirements. The Federal Reserve has adopted risk-based capital
guidelines for bank holding companies, such as the Company. The required minimum
ratio of total capital to risk-weighted assets (including off-balance sheet
activities, such as standby letters of credit) is 8%. At least half of the total
capital is required to be "Tier 1 capital," consisting principally of common
shareholders' equity, noncumulative perpetual preferred stock and minority
interests in the equity accounts of consolidated subsidiaries, less goodwill.
The remainder ("Tier 2 capital") may consist of a limited amount of subordinated
debt and intermediate-term preferred stock, certain hybrid
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capital instruments and other debt securities, perpetual preferred stock, and a
limited amount of the general loan loss allowance.
In addition to the risk-based capital guidelines, the Federal Reserve
established minimum leverage ratio (Tier 1 capital to average total assets)
guidelines for bank holding companies. These guidelines provide for a minimum
leverage ratio of 3% for those bank holding companies which have the highest
regulatory examination ratings and are not contemplating or experiencing
significant growth or expansion. All other bank holding companies are required
to maintain a leverage ratio of at least 1% to 2% above the 3% stated minimum.
At December 31, 2002, the Company was in compliance with these requirements. The
Bank is also subject to similar capital requirements adopted by the OCC and was
in compliance with such requirements at December 31, 2002. See Note 22 of the
Notes to Consolidated Financial Statements included in the Annual Report.
The risk-based capital standards are required to take adequate account of
interest rate risk, concentration of credit risk and the risks of
non-traditional activities.
State Regulation of Bank Holding Companies. Bank holding companies are
exclusively state chartered corporations and as such are subject to state
regulation. Under ss.375 to Article 48 of the New Jersey Banking Statutes, the
Commissioner of Banking of New Jersey has the right to examine any company which
controls a bank, the cost of which examination may be assessed against and paid
by the company. Such examination may be conducted jointly, concurrently or in
lieu of examinations made by a federal or other state bank regulatory agency. As
a bank holding company located in New Jersey, the Company may acquire a bank or
bank holding company located in any state other than New Jersey, provided,
however, that such acquisition is permitted by applicable law of the United
States or any other state.
Source of Strength Policy. Under Federal Reserve policy, a bank holding
company is expected to serve as a source of financial strength to each of its
subsidiary banks and to commit resources to support each such bank. Consistent
with its "source of strength" policy for subsidiary banks, the Federal Reserve
has stated that, as a matter of prudent banking, a bank holding company
generally should not maintain a rate of cash dividends unless its net income
available to common shareholders has been sufficient to fund fully the
dividends, and the prospective rate of earnings retention appears to be
consistent with the corporation's capital needs, asset quality and overall
financial condition.
The Bank
General. The Bank is subject to supervision and examination by the OCC. In
addition, the Bank is insured by and subject to certain regulations of the FDIC.
The Bank is also subject to various requirements and restrictions under federal
and state law, including requirements to maintain reserves against deposits,
restrictions on the types, amount and terms and conditions of loans that may be
granted and limitations on the types of investments that may be made and the
types of services that may be offered. Various consumer laws and regulations
also affect the operations of the Bank.
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Dividend Restrictions. Dividends from the Bank constitute the principal
source of income to the Company. The Bank is subject to various statutory and
regulatory restrictions on its ability to pay dividends to the Company. Under
such restrictions, the amount available for payment of dividends to the Company
by the Bank totaled $14.7 million at December 31, 2002. In addition, the OCC has
the authority to prohibit the Bank from paying dividends, depending upon the
Bank's financial condition, if such payment is deemed to constitute an unsafe or
unsound practice. The ability of the Bank to pay dividends in the future is
presently, and could be further, influenced by bank regulatory and supervisory
policies.
Affiliate Transaction Restrictions. The Bank is subject to federal laws
that limit the transactions by a subsidiary bank to or on behalf of its parent
company and to or on behalf of any nonbank subsidiaries. Such transactions by a
subsidiary bank to its parent company or to any nonbank subsidiary are limited
to 10% of a bank subsidiary's capital and surplus and, with respect to such
parent company and all such nonbank subsidiaries, to an aggregate of 20% of such
bank subsidiary's capital and surplus. Further, loans and extensions of credit
generally are required to be secured by eligible collateral in specified
amounts. Federal law also prohibits banks from purchasing "low-quality" assets
from affiliates.
Acquisitions. The Bank has the ability, subject to certain restrictions,
including state opt- out provisions, to acquire by acquisition or merger
branches outside its home state. The establishment of new interstate branches is
possible in those states with laws that expressly permit it. Interstate branches
are subject to certain laws of the states in which they are located.
FDIC Insurance Assessments. Substantially all of the deposits of the
Bank are insured by the BIF and the remaining deposits are insured by the SAIF,
all of which are subject to FDIC insurance assessments. The amount of FDIC
assessments paid by individual insured depository institutions is based on their
relative risk as measured by regulatory capital ratios and certain other
factors.
Enforcement Powers of Federal Banking Agencies. Federal banking agencies
possess broad powers to take corrective and other supervisory action as deemed
appropriate for an insured depository institution and its holding company. The
extent of these powers depends on whether the institution in question is
considered "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized." At December
31, 2002, the Bank exceeded the required ratios for classification as "well
capitalized." The classification of depository institutions is primarily for the
purpose of applying the federal banking agencies' prompt corrective action and
other supervisory powers and is not intended to be, and should not be
interpreted as, a representation of the overall financial condition or prospects
of any financial institution.
Under the OCC's prompt corrective action regulations, the OCC is required
to take certain supervisory actions against undercapitalized institutions, the
severity of which depends upon the institution's degree of undercapitalization.
Generally, a bank is considered "well capitalized" if its ratio of total capital
to risk-weighted assets is at least 10%, its ratio of Tier 1 (core) capital to
risk-weighted assets is at least 6%, its ratio of core capital to total assets
is at least 5%, and it is not subject to any order or directive by the OCC to
meet a specific capital level. A bank generally
12
is considered "adequately capitalized" if its ratio of total capital to
risk-weighted assets is at least 8%, its ratio of Tier 1 (core) capital to
risk-weighted assets is at least 4%, and its ratio of core capital to total
assets is at least 4% (3% if the institution receives the highest CAMEL rating).
A bank that has lower ratios of capital is categorized as "undercapitalized,"
"significantly under capitalized," or "critically undercapitalized." Numerous
mandatory supervisory actions become immediately applicable to an
undercapitalized institution, including, but not limited to, increased
monitoring by regulators and restrictions on growth, capital distributions and
expansion.
The OCC's prompt corrective action powers can include, among other things,
requiring an insured depository institution to adopt a capital restoration plan
which cannot be approved unless guaranteed by the institution's parent company;
placing limits on asset growth and restrictions on activities; including
restrictions on transactions with affiliates; restricting the interest rate the
institution may pay on deposits; prohibiting the payment of principal or
interest on subordinated debt; prohibiting the bank from making capital
distributions without prior regulatory approval and, ultimately, appointing a
receiver for the institution. Among other things, only a "well capitalized"
depository institution may accept brokered deposits without prior regulatory
approval and only an "adequately capitalized" depository institution may accept
brokered deposits with prior regulatory approval. The OCC could also take any
one of a number of discretionary supervisory actions, including the issuance of
a capital directive and the replacement of senior executive officers and
directors.
Capital Guidelines. Under the risk-based capital guidelines applicable to
the Company and the Bank, the minimum guideline for the ratio of total capital
to risk-weighted assets (including certain off-balance sheet activities) is
8.00%. At least half of the total capital must be "Tier 1" or core capital,
which primarily includes common shareholders' equity and qualifying preferred
stock, less goodwill and other disallowed intangible assets. "Tier 2" or
supplementary capital includes, among other items, certain cumulative and
limited-life preferred stock, qualifying subordinated debt and the allowance for
credit losses, subject to certain limitations, less required deductions as
prescribed by regulation.
In addition, the federal bank regulators established leverage ratio (Tier 1
capital to total adjusted average assets) guidelines providing for a minimum
leverage ratio of 3% for bank holding companies and banks meeting certain
specified criteria, including that such institutions have the highest regulatory
examination rating and are not contemplating significant growth or expansion.
Institutions not meeting these criteria are expected to maintain a ratio which
exceeds the 3% minimum by at least 100 to 200 basis points. The federal bank
regulatory agencies may, however, set higher capital requirements when
particular circumstances warrant. Under the federal banking laws, failure to
meet the minimum regulatory capital requirements could subject a bank to a
variety of enforcement remedies available to federal bank regulatory agencies.
At December 31, 2002, the Bank's total and Tier 1 risk-based capital ratios
and leverage ratios exceeded the minimum regulatory capital requirements. See
Note 22 of the Notes to Consolidated Financial Statements included in the Annual
Report.
13
Item 2. Properties
- ------------------
The Company operates from its main office in Vineland, New Jersey and 75
community banking centers. The Bank leases its main office and 37 community
banking centers. The remainder of the community banking centers are owned by the
Bank.
Item 3. Legal Proceedings
- -------------------------
The Company or the Bank is periodically involved in various claims and
lawsuits, such as claims to enforce liens, condemnation proceedings on
properties in which the Bank holds security interests, claims involving the
making and servicing of real property loans, and other issues incident to the
Company's and the Bank's business. In the opinion of management, no material
loss is expected from any of such pending claims or lawsuits.
Item 4. Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- -------------------------------------------------------------------------------
The information contained under the caption "Price Range of Common Stock
and Dividends" in the Company's 2002 Annual Report to Shareholders, filed as
Exhibit 13 to this Report (the "Annual Report"), is incorporated herein by
reference.
Item 6. Selected Financial Data
- --------------------------------
The information contained under the caption "Selected Financial Data" in
the Company's Annual Report is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -------------------------------------------------------------------------
The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Gap Analysis" in
the Company's Annual Report is incorporated herein by reference.
14
Item 8. Financial Statements and Supplementary Data
- ----------------------------------------------------
The Consolidated Financial Statements of Sun Bancorp, Inc. and the
Summarized Quarterly Financial Data included in the notes thereto, included in
the Annual Report filed as Exhibit 13, are incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure
- -------------------------------------------------------------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
The information contained under the sections captioned "Additional
Information About Directors and Executive Officers - Section 16(a) Beneficial
Ownership Reporting Compliance" and "Proposal I - Election of Directors" in the
Company's Proxy Statement for its 2003 Annual Meeting of Shareholders (the
"Proxy Statement") is incorporated herein by reference.
Item 11. Executive Compensation
- --------------------------------
The information contained under the section captioned "Director and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
Information required by this item is incorporated herein by reference
to the section captioned "Voting Securities and Principal Holders
Thereof" in the Proxy Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by reference
to the first table under the caption "Proposal I - Election of
Directors" in the Proxy Statement.
(c) Changes in Control
Management of the Registrant knows of no arrangements, including any
pledge by any person of securities of the Registrant, the operation of
which may at a subsequent date result in a change in control of the
Registrant.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
Set forth below is information as of December 31, 2002 with respect to
compensation plans under which equity securities of the Registrant are
authorized for issuance.
15
EQUITY COMPENSATION PLAN INFORMATION
(a) (b) (c)
Number of Weighted- Number of securities
securities to be average exercise remaining available
issued upon price of for future issuance
exercise of outstanding under equity
outstanding options, compensation plans
options, warrants warrants (excluding securities
and rights and rights reflected in column (a))
----------- ----------- ------------------------
Equity compensation plans
approved by shareholders(1).............. 2,610,865 10.69 37,299
Equity compensation plans
not approved by shareholders(2).......... -- -- --
--------- ----- ------
TOTAL................................ 2,610,865 $10.69 37,299
========= ===== ======
- -------------
(1) Plans approved by shareholders include the 1995 Stock Option Plan, the 1997
Stock Option Plan and the 2002 Stock Option Plan.
(2) Not Applicable.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
The information contained under the section captioned "Additional
Information About Directors and Executive Officers - Certain Relationships and
Related Transactions" in the Proxy Statement is incorporated herein by
reference.
Item 14. Controls and Procedures
- ---------------------------------
(a) Evaluation of disclosure controls and procedures. Based on their
evaluation as of a date within 90 days of the filing date of this Annual Report
on Form 10-K, the Registrant's principal executive officer and principal
financial officer have concluded that the Registrant's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
(b) Changes in internal controls. There were no significant changes in the
Registrant's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
16
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) The following documents are filed as a part of this report:
(1) The following consolidated financial statements and the report of
independent auditor of the Registrant included in the
Registrant's Annual Report to Shareholders are incorporated
herein by reference and also in Item 8 hereof.
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31,
2002 and 2001
Consolidated Statements of Income for the Years Ended
December 31, 2002, 2001 and 2000
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements
(2) There are no financial statements schedules that are required to
be included in Part II, Item 8.
(b) During the quarter ended December 31, 2002, there were no Current
Reports on Form 8-K filed.
(c) Exhibits
The following exhibits are filed as part of this report:
3(i) Amended and Restated Certificate of Incorporation of Sun Bancorp,
Inc.(1)
3(ii) Amended and Restated Bylaws of Sun Bancorp, Inc.(2)
10.1 1995 Stock Option Plan(3)
10.2 Amended and Restated 1997 Stock Option Plan(4)
10.3 2002 Stock Option Plan(5)
10.4 Directors Stock Purchase Plan(6)
10.5 Form of Change in Control Severance Agreement(7)
10.6 Severance Agreement between Thomas A. Bracken and Sun National
Bank(7)
11 Computation regarding earnings per share(8)
13 2002 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Consent of Deloitte & Touche LLP
99 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
17
---------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-3 (File No. 333-62223) filed with the SEC on August 25, 1998.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 0-20957).
(3) Incorporated by reference to the Form 10 filed with the SEC on June 28,
1996 (File No. 0-20957).
(4) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 (File No. 0-20957).
(5) Incorporated by reference to Appendix A to the Company's Proxy Statement
for the 2003 Annual Meeting of Shareholders filed with the SEC on April 16,
2002 (File No. 0-20957).
(6) Incorporated by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-8, filed with the SEC on August 1, 1997 (File No.
333-32681).
(7) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 (File No. 0-20957).
(8) Incorporated by reference to Note 21 of the Notes to Consolidated Financial
Statements of the Company included in Exhibit 13 hereto.
18
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 as of March 26, 2003.
SUN BANCORP, INC.
By: /s/ Thomas A. Bracken
-----------------------------------------------
Thomas A. Bracken
President, Chief Executive Officer and Director
(Duly Authorized Representative)
Pursuant to the requirement 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 indicated as of March 26, 2003.
/s/ Bernard A. Brown /s/ Thomas A. Bracken
- ---------------------------------- -------------------------------------
Bernard A. Brown Thomas A. Bracken
Chairman of the Board of Directors President, Chief Executive Officer
and Director
/s/ Ike Brown /s/ Sidney R. Brown
- ---------------------------------- -------------------------------------
Ike Brown Sidney R. Brown
Director Vice Chairman, Secretary and
Treasurer
/s/ Jeffrey S. Brown /s/ Peter Galetto, Jr.
- ---------------------------------- -------------------------------------
Jeffrey S. Brown Peter Galetto, Jr.
Director Director
/s/ Linwood C. Gerber /s/ Douglas J. Heun
- ---------------------------------- -------------------------------------
Linwood C. Gerber Douglas J. Heun
Director Director
/s/ Anne E. Koons /s/ Vito J. Marseglia
- ---------------------------------- -------------------------------------
Anne E. Koons Vito J. Marseglia
Director Director
/s/ Alfonse M. Mattia /s/ George A. Pruitt
- ---------------------------------- -------------------------------------
Alfonse M. Mattia George A. Pruitt
Director Director
/s/ Anthony Russo, III /s/ Edward H. Salmon
- ---------------------------------- -------------------------------------
Anthony Russo, III Edward H. Salmon
Director Director
/s/ John D. Wallace /s/ Dan A. Chila
- ---------------------------------- -------------------------------------
John D. Wallace Dan A. Chila
Director Executive Vice President and Chief
Financial Officer
(Principal Accounting Officer)
19
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
I, Thomas A. Bracken, President and Chief Executive Officer of Sun Bancorp,
Inc. (the "Company"), hereby certify that:
1. I have reviewed the Annual Report on Form 10-K for the year ended December
31, 2002 of the Company;
2. Based on my knowledge, the 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 the report;
3. Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in the report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rule 13a-14(c)) for the Company and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to me by others within the
Company, particularly during the period in which the report is being
prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the
report (the "Evaluation Date"); and
(c) presented in the report my conclusions about the effectiveness of the
disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of Company's board of directors:
(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 officer and I have indicated in the report
whether 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.
Date: March 26, 2003 /s/Thomas A. Bracken
--------------------------------
Thomas A. Bracken, President and
Chief Executive Officer
20
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
I, Dan A. Chila, Executive Vice President and Chief Financial Officer of
Sun Bancorp, Inc. (the "Company"), hereby certify that:
1. I have reviewed the Annual Report on Form 10-K for the year ended December
31, 2002 of the Company;
2. Based on my knowledge, the 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 the report;
3. Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in the report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rule 13a-14(c)) for the Company and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to me by others within the
Company, particularly during the period in which the report is being
prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the
report (the "Evaluation Date"); and
(c) presented in the report my conclusions about the effectiveness of the
disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of Company's board of directors:
(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 officer and I have indicated in the report
whether 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.
Date: March 26, 2003 /s/Dan A. Chila
----------------------------------------
Dan A. Chila, Executive Vice President
and Chief Financial Officer
21