SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR THE TRANSITION PERIOD FROM __________ TO
__________
Commission file number 0-8874
Amber Resources Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0750506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
475 17th Street, Suite 1400
Denver, Colorado 80202
(Address of principal (Zip Code)
executive offices)
(303)293-9133
(Registrant's telephone number, including area code)
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
4,666,185 shares of common stock $.0625 par value were outstanding as of
November 12, 2002.
Form 10-Q
1st Qtr.
FY 2003
INDEX
PART I FINANCIAL INFORMATION PAGE NO.
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets
September 30, 2002 (unaudited)
and June 30, 2002 ................................... 1
Statements of Operations and
Accumulated Deficit for the Three
Months Ended September 30, 2002
and 2001 (unaudited) ................................ 2
Statements of Cash Flows:
For the Three Months Ended September 30, 2002
and 2001 (unaudited)................................. 3
Notes to Financial Statements (unaudited) ................ 4
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS ....................................... 6
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. 8
ITEM 4. Controls and Procedures.................................... 8
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings......................................... 8
ITEM 2. Changes in Securities..................................... 9
ITEM 3. Defaults upon Senior Securities........................... 9
ITEM 4. Submission of Matters to a Vote of
Security Holders....................................... 9
ITEM 5. Other Information......................................... 9
ITEM 6. Exhibits and Reports on Form 8-K.......................... 9
The terms "Amber", "Company", "we", "our", and "us" refer to Amber Resources
Company unless the context suggests otherwise.
i
AMBER RESOURCES COMPANY
BALANCE SHEETS
- -----------------------------------------------------------------------------
September 30, June 30,
2002 2002
------------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash $ 461 $ 681
----------- -----------
Total current assets 461 681
----------- -----------
Undeveloped offshore California properties 5,006,276 5,006,276
----------- -----------
$ 5,006,737 $ 5,006,957
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,800 $ 2,912
----------- -----------
Total current liabilities 2,800 2,912
----------- -----------
Stockholders' Equity:
Preferred stock, $.10 par value;
authorized 5,000,000 shares of Class A
convertible preferred stock, none issued - -
Common stock, $.0625 par value;
authorized 25,000,000 shares, issued 4,666,185
shares at September 30, 2002 and June 30, 2002 291,637 291,637
Additional paid-in capital 5,755,232 5,755,232
Accumulated deficit (669,463) (644,329)
Advance to parent (373,469) (398,495)
----------- -----------
Total stockholders' equity 5,003,937 5,004,045
----------- -----------
Commitments
$ 5,006,737 $ 5,006,957
----------- -----------
See accompanying notes to consolidated financial statements.
1
AMBER RESOURCES COMPANY
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
- -----------------------------------------------------------------------------
Three Months Ended
September 30, September 30,
2002 2001
------------- -------------
Revenue:
Gain on sale of oil and gas properties $ - $ 6,163
---------- ----------
Total revenue - 6,163
Operating expenses:
Exploration expenses - 16,979
General and administrative, including
$25,000 in 2002 and 2001 to parent 25,134 31,378
---------- ----------
Total operating expenses 25,134 48,357
---------- ----------
Net loss (25,134) (42,194)
Accumulated deficit at
beginning of the year (644,329) (568,224)
---------- ----------
Accumulated deficit at
end of the period $ (669,463) $ (610,418)
========== ==========
Basic loss per share $ (0.01) $ (0.01)
========== ==========
Weighted average number of common
shares outstanding 4,666,185 4,666,185
========== ==========
See accompanying notes to consolidated financial statements.
2
AMBER RESOURCES COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
- -----------------------------------------------------------------------------
Three Months Ended
September 30, September 30,
------------- -------------
2002 2001
Cash flows operating activities:
Net loss $ (25,134) $ (42,194)
Adjustments to reconcile net loss to cash
used in operating activities:
Gain on sale of oil and gas properties - (6,163)
Net changes in operating assets and operating
liabilities:
Decrease in trade accounts receivable - 7,855
Increase (decrease) in accounts payable trade (112) 13,218
--------- ---------
Net cash used in operating activities (25,246) (27,284)
--------- ---------
Cash flows from financing activities-
Changes in accounts receivable from and
accounts payable to parent 25,026 16,397
--------- ---------
Net decrease in cash (220) (10,887)
--------- ---------
Cash at beginning of period 681 14,992
--------- ---------
Cash at end of period $ 461 $ 4,105
========= =========
See accompanying notes to consolidated financial statements.
3
AMBER RESOURCES COMPANY
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three Months Ended September 30, 2002 and 2001
(Unaudited)
- ----------------------------------------------------------------------------
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, in accordance with those
rules, do not include all the information and notes required by generally
accepted accounting principles for complete financial statements. As a
result, these unaudited financial statements should be read in conjunction
with Amber Resources Company's ("the Company") audited financial statements
and notes thereto filed with the Company's most recent annual report on Form
10-K. In the opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair presentation of the
financial position of the Company and the results of its operations have been
included. Operating results for interim periods are not necessarily
indicative of the results that may be expected for the complete fiscal year.
For a more complete understanding of the Company's operations and financial
position, reference is made to the financial statements of the Company, and
related notes thereto, filed with the Company's annual report on Form 10-K for
the year ended June 30, 2002, previously filed with the Securities and
Exchange Commission.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include oil and gas reserves, oil and
gas properties, income taxes, derivatives, contingencies and litigation.
Actual results could differ from these estimates.
Liquidity
The Company has incurred losses from operations over the past several
years coupled with significant deficiencies in cash flow from operations for
the same period. As of September 30, 2002, the Company had a working capital
deficit of $2,339. These factors, among others, may indicate that without
increased cash flow from operations, sale of oil and gas properties or
additional financing the Company may not be able to meet its obligations in a
timely manner. The Company believes that it could sell its undeveloped
properties or obtain additional financing, however, there can be no assurance
that such financing would be available in a timely fashion or on acceptable
terms.
4
AMBER RESOURCES COMPANY
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three Months Ended September 30, 2002 and 2001
(Unaudited)
- ----------------------------------------------------------------------------
(2) Recently Issued Accounting Standards and Pronouncements
Statement 145, Recission of FASB Statements No. 4, 44 and 64, Amendment
of FASB Statement No. 13, and Technical Corrections (SFAS No. 145) was issued
in April 2002. This statement rescinds SFAS No. 4, Reporting Gains and Losses
from Extinguishment of Debt, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of income taxes. As a result, the criteria in APB 30
will now be used to classify those gains and losses. Any gain or loss on the
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria in APB 30 for classification
as an extraordinary item shall be reclassified. The provisions of this
Statement are effective for fiscal years beginning after January 1, 2003. The
Company does not believe this statement will have a material impact to the
Financial Statements.
Statement 146, Accounting for Exit or Disposal Activities (SFAS No. 146),
was issued in June 2002. SFAS No. 146 addresses significant issues regarding
the recognition, measurement and reporting of disposal activities, including
restructuring activities that are currently accounted in EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Activity." SFAS No.
146 will be effective in January 2003. The Company is currently assessing the
impact of SFAS No. 146.
(3) Unproved Undeveloped Offshore California Properties
The Company has ownership interests ranging from 87% to 6.97% in three
unproved undeveloped offshore California oil and gas properties with aggregate
carrying values of $5,006,000 on September 30, 2002 and June 30, 2002. These
property interests are located in proximity to existing producing federal
offshore units near Santa Barbara, California and represent the right to
explore for, develop and produce oil and gas from offshore federal lease
units. Preliminary exploration efforts on these properties have occurred and
the existence of substantial quantities of hydrocarbons has been indicated.
The recovery of the Company's investment in these properties will require
extensive exploration and development activities (and costs) that cannot
proceed without certain regulatory approvals that have been delayed and is
subject to other substantial risks and uncertainties.
Based on the preliminary indicated levels of hydrocarbons present from
drilling operations conducted in the past, the Company believes the fair value
of its property interests are in excess of their carrying value at September
30, 2002 and June 30, 2002 and that no impairment in the carrying value has
occurred. Should the required regulatory approvals not be obtained or plans
for exploration and development of the properties not continue, the carrying
value of the properties would likely be impaired and written off.
5
ITEM 2. MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Forward Looking Statements
The statements contained in this report which are not historical fact are
"forward looking statements" that involve various important risks,
uncertainties and other factors which could cause the Company's actual results
to differ materially from those expressed in such forward looking statements.
These factors include, without limitation, the risks and factors set forth
below as well as other risks previously disclosed in the Company's annual
report on Form 10-K.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company's financial condition and
results of operations were based upon the consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses. Our significant accounting
policies are described in Note 1 to our consolidated financial statements
filed in Form 10-K for June 30, 2002. In response to SEC Release No. 33-8040,
"Cautionary Advise Regarding Disclosure About Critical Accounting Policies,"
we have identified certain of these policies as being of particular importance
to the portrayal of our financial position and results of operations and which
require the application of significant judgment by management. These are
discussed in Form 10-K for June 30, 2002. We analyze our estimates, including
those related to oil and gas reserves, bad debts, oil and gas properties,
marketable securities, income taxes, derivatives, contingencies and
litigation, and base our estimates on historical experience and various other
assumptions that we believe reasonable under the circumstances. Actual
results may differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies affect our
more significant judgments and estimates used in the preparation of the
Company's financial statements.
Recently Issued Accounting Standards and Pronouncements
Statement 145, Recission of FASB Statements No. 4, 44 and 64, Amendment
of FASB Statement No. 13, and Technical Corrections (SFAS No. 145) was issued
in April 2002. This statement rescinds SFAS No. 4, Reporting Gains and Losses
from Extinguishment of Debt, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of income taxes. As a result, the criteria in APB 30
will now be used to classify those gains and losses. Any gain or loss on the
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria in APB 30 for classification
as an extraordinary item shall be reclassified. The provisions of this
Statement are effective for fiscal years beginning after January 1, 2003. The
Company does not believe this statement will have a material impact to the
Financial Statements.
6
Statement 146, Accounting for Exit or Disposal Activities (SFAS No. 146),
was issued in June 2002. SFAS No. 146 addresses significant issues regarding
the recognition, measurement and reporting of disposal activities, including
restructuring activities that are currently accounted in EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Activity." SFAS No.
146 will be effective in January 2003. The Company is currently assessing the
impact of SFAS No. 146.
Background
Amber Resources Company ("Amber", "the Company") was incorporated in
January, 1978, and is principally engaged in acquiring, exploring and
developing oil and gas properties. We own interests in undeveloped oil and
gas properties offshore California, near Santa Barbara.
Liquidity and Capital Resources.
At September 30, 2002, we had a working capital deficit of $2,339
compared to a working capital deficit of $2,231 at June 30, 2002. Our current
liabilities include normal trade debt.
We do not currently have a credit facility with any bank and we have not
determined the amount, if any, that we could borrow against our existing
properties.
We believe that proceeds from the sale of properties, the repayment of
advances from our parent, and other sources of funds will be adequate to fund
our operating expenses and satisfy our other current liabilities over the next
year or longer.
Unproved Undeveloped Offshore California Properties
We have ownership interests ranging from 87% to 6.97% in three unproved
undeveloped offshore California oil and gas properties with aggregate carrying
values of $5,006,000 on September 30, 2002 and June 30, 2002. These property
interests are located in proximity to existing producing federal offshore
units near Santa Barbara, California and represent the right to explore for,
develop and produce oil and gas from offshore federal lease units. Preliminary
exploration efforts on these properties have occurred and the existence of
substantial quantities of hydrocarbons has been indicated. The recovery of
our investment in these properties will require extensive exploration and
development activities (and costs) that cannot proceed without certain
regulatory approvals that have been delayed and is subject to other
substantial risks and uncertainties.
Results of Operations
Net loss. We reported net losses of $25,134 and $42,194 for the three
months ended September 30, 2002 and 2001.
As we sold all of our producing properties to our parent on July 1, 2001,
the only revenue during the two three month periods was $6,163 of gain
recognized on the sale of the properties for the period ended September 30,
2001. Also, because of the sale of the properties, there were no lease
operating expenses or depletion. During the three months ended September 30,
2001, exploration expenses were $16,979 and zero in the 2002 period. General
and administrative expenses were $25,134 and $31,378 for the periods ended
September 30, 2002 and 2001, respectively. The majority of the expense in
both periods is a management fee of $25,000 paid to our parent.
7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market
rates and prices, such as foreign currency exchange and interest rates and
commodity prices. We do not use financial instruments to any degree to manage
foreign currency exchange and interest rate risks and do not hold or issue
financial instruments to any degree for trading purposes. All of our revenue
and related receivables are payable in U.S. dollars.
ITEM 4. Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation and our
disclosure controls and procedures within 90 days of the filing date of this
quarterly report, and, based upon their evaluation, our principal executive
officer and principal financial officer have concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
On January 9, 2002, Amber and several other plaintiffs filed a lawsuit in
the United States Court of Federal Claims in Washington, D.C. alleging that
the U.S. Government has materially breached the terms of forty undeveloped
federal leases, some of which are part of Amber's Offshore California
properties. The Complaint is based on allegations by the collective
plaintiffs that the United States has materially breached the terms of certain
of their Offshore California leases by attempting to deviate significantly
from the procedures and standards that were in effect when the leases were
entered into, and by failing to carry out its own obligations relating to
those leases in a timely and fair manner. More specifically, the plaintiffs
have alleged that the judicial determination in the California v. Norton case
that a 1990 amendment to the Coastal Zone Management Act required the
Government to make a consistency determination prior to granting lease
suspension requests in 1999 constitutes a material change in the procedures
and standards that were in effect when the leases were issued. The plaintiffs
have also alleged that the United States has failed to afford them the timely
and fair review of their lease suspension requests which has resulted in
significant, continuing and material delays to their exploratory and
development operations. The forty undeveloped leases are located in the
Offshore Santa Maria Basin off the coast of Santa Barbara and San Luis Obispo
counties, and in the Santa Barbara Channel off Santa Barbara and Ventura
counties. None of these leases is currently impaired, but in the event that
there is some future adverse ruling by the California Coastal Commission under
the Coastal Zone Management Act and Amber decides not to appeal such ruling to
the Secretary of Commerce, or the Secretary of Commerce either refuses to hear
Amber's appeal of any such ruling or ultimately makes a determination adverse
to Amber, it is likely that some or all of these leases would become impaired
and written off at that time. In addition, it should be noted that Amber's
pending litigation against the United States is predicated on the ruling of
the lower court in California v. Norton. The United States has appealed the
decision of the lower court to the 9th Circuit Court of Appeals. In the event
that the United States is not successful in its appeal(s) of the lower court's
8
decision in the Norton case and the pending litigation with Amber is not
settled, it would be necessary for Amber to reevaluate whether the leases
should be considered impaired at that time. As the ruling in the Norton case
currently stands, the United States has been ordered to make a consistency
determination under the Coastal Zone Management Act, but the leases are still
valid. If through the appellate process the leases are found not to be valid
for some reason, or if the United States is finally ordered to make a
consistency determination and either does not do so or finds that development
is inconsistent with the Coastal Zone Management Act, it would appear that the
leases would become impaired even though Amber would undoubtedly proceed with
its litigation. It is also possible that other events could occur during the
appellate process that would cause the leases to become impaired, and Amber
will continuously evaluate those factors as they occur.
ITEM 2. Changes in Securities. None.
ITEM 3. Defaults Upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None
ITEM 5. Other Information. None
ITEM 6. Exhibits and Reports on Form 8-K.
Exhibits: None
Reports on Form 8-K: None.
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.
AMBER RESOURCES COMPANY
(Registrant)
Date: November 13, 2002 /s/Roger A. Parker
-----------------------------------
Roger A. Parker
President\CEO
/s/Kevin K. Nanke
-----------------------------------
Kevin K. Nanke, Chief Financial
Officer and Treasurer
CERTIFICATIONS PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Roger A. Parker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Amber Resources
Company;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
10
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant'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 registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 13, 2002 /s/ Roger A. Parker
-----------------------------------
Name: Roger A. Parker
Title: Chief Executive Officer
I, Kevin K. Nanke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Amber Resources
Company;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
11
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant'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 registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 13, 2002 /s/ Kevin K. Nanke
------------------------------------
Name: Kevin K. Nanke
Title: Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER OF
AMBER RESOURCES COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350
We certify that, to the best of our knowledge, the Quarterly Report on
Form 10-Q of Amber Resources Company for the period ending September 30,
2002:
(1) complies with the requirements of Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of Delta
Petroleum Corporation.
/s/ Roger A. Parker /s/ Kevin K. Nanke
- ---------------------------- ---------------------------------
Roger A. Parker Kevin K. Nanke
Chief Executive Officer Chief Financial Officer
November 13, 2002 November 13, 2002
12