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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[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
Commission file number 000-24711
EBS Litigation, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 13-3989964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
90 Park Avenue
New York, New York 10016
(Address of principal executive offices)
(212) 682-7474
(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 [ ]
At November 1, 2002 there were 10,000,000 Class A Membership Units outstanding
and no Class B Membership Units outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EBS LITIGATION, L.L.C.
Statements of Operations
For the Three and Nine Month Periods
Ended September 30, 2002 and 2001
For the three months For the nine months
ended September 30, ended September 30,
2002 2001 2002 2001
(unaudited) (unaudited) (unaudited) (unaudited)
Income:
Defendant payment income $ 97,500 $ -- $ 210,626 $ --
Interest 3,106 10,770 10,503 43,951
-------- --------- --------- ---------
Total income 100,606 10,770 221,129 43,951
======== ========= ========= =========
Expenses:
Legal and accounting fees 49,068 93,148 480,938 284,300
Insurance 17,657 17,919 52,368 52,630
Transfer agent and
settlement administration fees 9,500 9,500 28,500 28,500
Manager fees 11,963 6,325 27,036 20,695
Other 1,057 495 3,165 1,895
-------- --------- --------- ---------
Total expenses 89,245 127,387 592,007 388,020
-------- --------- --------- ---------
Net income (loss) $ 11,361 $(116,617) $(370,878) $(344,069)
======== ========= ========= =========
Net income (loss) per unit - basic and
diluted $ 001 $ (.012) $ (.037) $ (.034)
======== ========= ========= =========
The accompanying notes are an integral part of these financial statements.
2
EBS LITIGATION, L.L.C.
Balance Sheets
September 30, 2002 and December 31, 2001
September 30, December 31,
2002 2001
(unaudited)
Assets
Cash and cash equivalents
Available for general operations $ 901,039 $1,209,813
Prepaid expenses 187 51,397
Interest receivable 957 2,084
---------- ----------
Total assets $ 902,183 $1,263,294
========== ==========
Liabilities
Accounts payable $ 12,519 $ --
---------- ----------
Accrued expenses 145,121 147,873
---------- ----------
Total liabilities 157,640 147,873
---------- ----------
Members' equity
Membership Units (Class A - 10,000,000 authorized, issued and
outstanding at September 30, 2002 and December 31, 2001)
Retained earnings 744,543 1,115,421
---------- ----------
Total members' equity 744,543 1,115,421
---------- ----------
Total liabilities and members' equity $ 902,183 $1,263,294
========== ==========
The accompanying notes are an integral part of these financial statements.
3
EBS LITIGATION, L.L.C.
Statements of Changes in Members' Equity
For the Periods Ended
September 30, 2002 and December 31, 2001
Class A
Membership Retained
Units Earnings Total
Balance, January 1, 2001 10,000,000 $1,507,175 $1,507,175
Net loss - (391,754) (391,754)
---------- ---------- ----------
Balance, December 31, 2001 10,000,000 1,115,421 1,115,421
Net loss (unaudited) - (370,878) (370,878)
---------- ---------- ----------
Balance, September 30, 2002
(unaudited) 10,000,000 744,543 744,543
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
EBS LITIGATION, L.L.C.
Statements of Cash Flows
For the Nine Months Ended
September 30, 2002 and 2001
For the nine months ended
September 30,
2002 2001
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (370,878) $ (344,069)
Reconciliation of net income to cash flows used in
operating activities:
Decrease in prepaid expenses 51,210 52,630
Decrease in miscellaneous receivables -- 5,000
Decrease in interest receivable 1,127 4,253
Increase in accounts payable 12,519 --
(Decrease) increase in accrued expenses (2,752) $ 32,862
---------- ----------
Cash flows used in operating activities (308,774) (249,324)
---------- ----------
Net decrease in cash and cash equivalents (308,774) (249,324)
Cash and cash equivalents at beginning of period 1,209,813 1,545,066
---------- ----------
Cash and cash equivalents at end of period $ 901,039 $1,295,742
========== ==========
The accompanying notes are an integral part of these financial statements.
5
EBS Litigation, L.L.C.
Notes to Financial Statements
September 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------
1. Description of Business
EBS Litigation, L.L.C. (the "Company") is governed by a Members Agreement,
dated as of September 25, 1997 (the "Members Agreement"). Pursuant to the
Members Agreement, the Company's purposes are to (a) prosecute, settle
and/or liquidate the Unresolved Avoidance Claims relating to the
distribution by Edison Brothers Stores, Inc. ("Edison") of approximately
4.4 million shares of common stock of Dave & Busters, Inc. to holders of
Edison common stock in the form of a dividend and all related transactions
(the "Unresolved Avoidance Claims"), (b) receive, and administer the cash
proceeds of the Unresolved Avoidance Claims, and (c) distribute the net
proceeds to the appropriate holders of Membership Units (the "Members") in
accordance with the Members Agreement.
2. Summary of Significant Accounting Policies
This summary of significant accounting policies is presented to assist in
evaluating the Company's financial statements included in this report.
These policies conform to accounting principles generally accepted in the
United States of America. The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires that management make estimates and assumptions
which impact the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Adjustments are of a normal and recurring
nature. Actual results could differ from those estimates.
Basis of Presentation
These financial statements include the accounts of the Company for the
periods from January 1, 2001 through December 31, 2001, January 1, 2001
through September 30, 2001 (unaudited), January 1, 2002 through
September 30, 2002 (unaudited), July 1, 2001 through September 30, 2001
(unaudited), and July 1, 2002 through September 30, 2002 (unaudited).
Cash and Cash Equivalents
Cash and Cash Equivalents consist of amounts held in an account in the
Company's name at a highly-rated financial institution, whose funds are
invested in an institutional money market fund investing solely in direct
obligations of the United States Government.
The Company's cash and cash equivalents represent the sum of the aggregate
Dave and Busters, Inc. Spinoff Settlement Proceeds and the L.L.C. Funding
Amount less funds used for general operations. Any amounts not used in
general operations will be made available for future distributions to Class
A Membership Unit holders.
Accrued Expenses
Accrued expenses include amounts payable to service providers and other
vendors. Amounts are payable within one year.
Defendant Payment Income
Defendant payment income is determined on an accrual basis and represents
settlements with individual defendants of Avoidance Claims during the
period.
Interest
Interest income is determined on the accrual basis. Interest receivable is
due to be received within one year.
Expenses
All expenses of the Company are recorded on the accrual basis of
accounting.
6
EBS Litigation, L.L.C.
Notes to Financial Statements
September 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------
Income Taxes
The Company is not subject to income taxes. Instead, the Members report
their distributive share of the Company's profits and losses on their
respective income tax returns.
3. Members' Equity
On September 25, 1997, Edison transferred its rights, title and interest in
the Unresolved Avoidance Claims. In addition, as of September 25, 1997,
Edison was obligated to provide cash funding to the Company of $2.0 million
(the "LLC Funding Amount"), which was subsequently paid to the Company on
October 16, 1997. Such transfer and funding were in exchange for 10,000,000
Class B Membership Units of the Company, which represented all of the
outstanding Membership Units of the Company. On December 12, 1997, in
accordance with the Company's Members Agreement and the Plan of
Reorganization, Edison exchanged 9,064,140 Class B Membership Units for
9,064,140 Class A Membership Units of the Company and simultaneously
distributed such Class A Membership Units to holders of Allowed General
Unsecured Claims (as defined in the Plan).
During 1998, Edison exchanged 936,138 Class B Membership Units for 936,138
Class A Membership Units of the Company and simultaneously distributed such
Class A units to holders of Allowed General Unsecured Claims.
During 1998, the Company distributed $13.7 million to holders of Class A
Membership Units. In addition, $0.8 million was retained for holders of the
Class A Membership Units that were distributed in December 1998.
Also during 1998, certain Class A Membership Unit holders returned 278
Class A Membership Units to Edison as such Membership Units had been
distributed in error. The distribution proceeds relating to these returned
Membership Units are included in retained earnings and were made available
for future distributions to holders of Class A Membership Units. At
December 31, 1999, Edison has no Class B Membership Units outstanding.
On February 1, 1999, the Company distributed the $0.8 million of reserved
amounts of D&B Spinoff Settlement Proceeds (as defined in the Plan) to the
holders of the Class A Membership Units that were distributed in November
and December 1998. This represents the entire amount of funds reserved for
future holders of Class A Membership Units.
The Company has not made any distributions to holders of Class A Membership
units since February 1, 1999.
4. Receipt of Settlement Proceeds
On June 10 and July 2, 2002, the Company settled with two members of the
Class (D&B stock is held by approximately 2,500 different individuals and
entities, collectively referred to as "the Class.") As a result of the
settlements, the Company collected approximately $113,126 and $97,500,
respectively for a total of $210,626. There can be no assurances that other
members of the Class will settle or what the terms of any other potential
settlements may be.
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion and analysis of the financial condition
and results of operations of the Company as of and for the years ended
December 31, 2001, 2000, 1999 and 1998 and as of and for the periods ended
December 31, 1997, January 1, 2001 through September 30, 2001 (unaudited),
January 1, 2002 through September 30, 2002 (unaudited), July 1, 2001 through
September 30, 2001 (unaudited), and July 1, 2002 through September 30, 2002
(unaudited), and of certain factors that may affect the Company's prospective
financial condition and results of operations. The following should be read in
conjunction with the Company's Financial Statements and Notes thereto included
elsewhere herein and included in the Company's Annual Report and Form 10-K for
the year ended December 31, 2001. This discussion contains certain
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from the results expressed in, or implied
by, such statements.
Results of Operations/Overview
The Company, which was formed pursuant to the Amended Joint Plan of
Reorganization Under Chapter 11 of the U.S. Bankruptcy Code filed by the Debtors
(the "Plan") and the Members Agreement, is a limited purpose entity organized
solely for the purposes of (a) prosecuting, settling and/or liquidating the
Unresolved Avoidance Claims, (b) receiving and administering the proceeds from
the Unresolved Avoidance Claims (the "Avoidance Claim Proceeds"), and (c)
distributing the net Avoidance Claim Proceeds to holders of the Company's Class
A Membership Units pursuant to the terms of the Members Agreement. The Company
commenced its activities on September 25, 1997.
On October 16, 1997, the Company received the L.L.C. Funding Amount of
$2 million. The Company recognizes income from amounts received from the
prosecution, settlement and liquidation of the Unresolved Avoidance Claims. To
date, the Company has only received settlement amounts. During the period ended
December 31, 1997, the Company received approximately $10.0 million in D&B
Spinoff Settlement Proceeds. The D&B Spinoff Settlement Period was to initially
expire on October 27, 1997, at which time the Company had received approximately
$7.8 million in D&B Spinoff Settlement Proceeds. However, many defendants were
not able to accept the D&B Spinoff Settlement by the initial deadline for
reasons including, without limitation, (a) the time lag attendant to the
transmission of settlement-related documents from record holders to their
beneficial holders, and (b) the desire of certain D&B Spinoff Stockholders to
consult with counsel or other advisors prior to participating in the D&B Spinoff
Settlement. The Manager therefore decided that an extension of the D&B Spinoff
Settlement Period was in the best interests of the Company. The extension
permitted the recovery of additional D&B Settlement Proceeds of approximately
$2.2 million between October 27, 1997 and December 31, 1997, approximately $5.0
million for the year ended December 31, 1998 and none for the years ended
December 31, 2001, 2000 and 1999. During the nine months ended Septemeber 30,
2002, the Company recognized additional defendant payment revenue in the amount
of $210,626. The Company expects to recognize defendant payment revenue in
future periods as the Unresolved Avoidance Claims are prosecuted, settled
further, or both. However, there can be no assurance that the Company will
recognize any further defendant payment income.
The Company also recognizes income from interest earned on Avoidance
Claim Proceeds. The Company invests Avoidance Claim Proceeds in a money market
fund investing solely in direct obligations of the United States Government. The
Members Agreement permits all funds received by the Company to be temporarily
invested in United States treasury bills and notes with maturities of 12 months
or less, institutional money market funds, and demand or time deposits with U.S.
federal or state commercial banks having primary capital of not less than $500
million. During the years ended December 31, 2001, 2000, 1999 and 1998, and the
period ended December 31, 1997, the Company recognized approximately $50,000,
$101,000, $92,000, $388,000 and $106,000 of interest income, respectively.
During the nine month periods ended September 30, 2002 and 2001, the Company
recognized approximately $10,503 and $43,951 of interest income, respectively.
The amount of interest income recognized by the Company in future periods will
be dependent on, among other things, (1) fluctuations in interest rates, (2) the
amounts and timing of any Avoidance Claims Proceeds received in the future, (3)
the amounts and timing of any distributions to holders of Class A Membership
Units, and (4) the amount and timing of the Company's expenses.
The Company's expenses consist primarily of fees payable to the
Company's lawyers and accountants, insurance expenses, the Transfer Agent and
the Manager. The Company had expenses of approximately $442,000,
8
$489,000, $299,000, $671,000 and $176,000 for the years ended December 31, 2001,
2000, 1999 and 1998, and the period ended December 31, 1997, respectively.
During the nine month periods ended September 30, 2002 and 2001, the Company had
expenses of approximately $592,007 and $388,020, respectively. These expenses
are expected to fluctuate in future periods primarily based on activity in any
period in the D & B Spinoff Litigation.
The Company and EBS Pension, L.L.C. (another limited liability company
formed pursuant to the Plan) have agreed to indemnify the Debtors (as defined in
the Plan) and their present or former officers, directors and employees from and
against any losses, claims, damages or liabilities by reason of any actions
arising from or relating to the Company and any actions taken or proceeding
commenced by the Company (other than with respect to any Unresolved Avoidance
Claims that the Company may have against such persons other than in their
capacities as officers, directors or employees of the Debtors). Indemnification
must first be sought from any applicable officers' and directors' insurance
policy, and then from the $1.5 million reserve established by EBS Pension L.L.C.
Although to date there has not been any indemnification claim, there can be no
assurance such a claim will not be made in the future. All liabilities of the
Company, including the foregoing indemnification obligations, will be satisfied
from the Company's assets.
At December 31, 2001, 2000, 1999, 1998 and 1997, the Company had cash
and cash equivalents of approximately $1.2 million, $1.5 million, $1.9 million,
$3.0 million and $12.0 million, respectively. At September 30, 2002, the Company
had cash and cash equivalents of approximately $0.9 million. During 2001, the
Company made no distributions to holders of Class A Membership Units. The
Company made no distributions during the nine month period ending September 30,
2002. The amount and timing of any future distributions of Avoidance Claim
Proceeds will be determined by the Manager in accordance with the term of the
Members Agreement. There can be no assurance as to the amount (if any) of any
further distributions that will be made.
The Company's lawyers completed third-party discovery, including
depositions of former officers and directors of Edison, and third-party
discovery closed on March 31, 2000, pursuant to court order. On or about March
29, 2000, the Class Representatives (D&B Stock is held by approximately 2,500
different individuals and entities (the "Class") The Class includes Barclays
Global Investors, N.A., Greentree Partners, and Greenway Partners, which are
referred to herein as the "Class Representatives.") filed a third-party
complaint against former directors of Edison (the "Edison Third-party
Defendants"), former and current directors of Dave & Busters, Inc. and against
Dave & Busters, Inc. (the "D&B Third-party Defendants" and collectively with
Edison Third Party Defendants, the "Third-party Defendants"). The complaint
purports to allege claims for breach of fiduciary duties, aiding and abetting
breaches of fiduciary duties, and for contribution or "subrogation." Because
these claims might have implicated the indemnification provisions described
above, the claims were reviewed in detail by the Company's lawyers, and found to
be without substantial merit. While there can be no assurances of the Company's
success, the Company intends to oppose joinder of these claims in the D & B
Spin-off Litigation (as defined in the Plan).
In June 2000, the Third-party Defendants each filed a motion to dismiss
the third-party complaints against them ("Motions to Dismiss"). The Company
filed a joinder in those Motions to Dismiss. On August 21, 2000, the Court held
a hearing on the Motions to Dismiss and other matters. By Order dated as of
August 28, 2000, the Court granted the Motions to Dismiss in part, and denied
them in part. The Court dismissed the breach of fiduciary duty claims and the
related claims for aiding and abetting breach of fiduciary duty, finding the
claims, if any, barred by the statute of limitations. However, the Court denied
the Motion to Dismiss the purported contribution and/or "subrogation" claim.
Because of certain inconsistencies in the Court's rulings, the Third-party
Defendants moved for clarification, reconsideration, or in the alternative,
interlocutory (immediate) appeal ("Motions for Reconsideration"). The Company
filed a limited joinder in those Motions for Reconsideration, and the Class
filed its opposition. The Court has not set a date for deciding these Motions
for Reconsideration.
In July 2000, the Class Representatives also filed a Motion to Amend
the Order Certifying the Defendant Class ("Motion to Amend"). In this Motion to
Amend, the Class Representatives seek to add absent class members as named class
representatives. The Company opposed this Motion to Amend on the grounds that:
(i) the Class Representatives should not have been represented by Class Counsel
in the Motion to Amend against absent class members; (ii) there was no showing
of need to add named class representatives; and (iii) the adding of certain
absent class members as named class representatives could create unnecessary
conflicts for the Company's lawyers to the substantial prejudice of the Company.
Two of the proposed named class representatives, Mellon Bank and Boston
9
Safe Deposit, related entities, filed substantive objections to the Motion to
Amend on similar grounds. On August 21, 2000, the Court heard argument on the
issues presented by the Motion to Amend and took the matter under advisement.
The Court has not indicated when it will rule on the Motion to Amend.
In September 2000, the Company filed a motion with the United States
Bankruptcy Court, District of Delaware (the "Bankruptcy Court") to reopen the
bankruptcy case of Edison Brothers Stores, Inc. for the limited purpose of
extending the term of the Company. Section 1.4 of the Company's Members
Agreement limits the Company's existence to three years subject to extension(s)
approved by the Bankruptcy Court for good cause shown. Therefore, the Company's
existence was set to expire on September 26, 2000 unless extended by the
Bankruptcy Court. In its motion, the Company argued that the Company's members
would be best served by permitting the Company to remain a going concern. The
Bankruptcy Court granted the Company's motion to extend the existence of the
Company for an additional two-year term.
On January 22 and 23, 2002, the D&B Spinoff Litigation was tried before
Judge Robinson in the United States District Court for the district of Delaware.
It is anticipated that the Court will decide the case at some point in calendar
year 2002. The Company continues to prosecute the D&B Spinoff Litigation
vigorously, and to pursue the maximum available recoveries. While there can be
no assurances as to the Company's ultimate total recovery given the
uncertainties associated with litigation, at this juncture it is estimated that
such recoveries will exceed the costs of further prosecuting the D&B Spinoff
Litigation.
In June and July 2002, the Company settled with two members of the
Class. As a result of the settlements the Company collected approximately
$210,626. There can be no assurances that other members of the Class will settle
or what the terms of any other potential settlements may be.
In September 2002, the Company filed a motion with the Bankruptcy Court
to reopen the bankruptcy case of Edison Brothers Stores, Inc. for the limited
purpose of extending the term of the Company. As mentioned above, Section 1.4 of
the Company's Members Agreement originally limited the Company's existence to
three years subject to extension(s) approved by the Bankruptcy Court for good
cause shown. In September 2000, the Bankruptcy Court granted the Company's
motion to extend the existence of the Company for an additional two-year term.
The Bankruptcy Court granted the Company's motion to extend the term of
existence for an additional two-year term.
The Company is classified as a partnership for federal income tax
purposes and, therefore, does not pay taxes. Instead, the Members pay taxes on
their proportionate share of the Company's income.
Quarterly Results
Nine Months Ended September 30, 2002 Compared to the Nine Months Ended
September 30, 2001
Total income for the nine months ended September 30, 2002 and 2001,
were $221,129 and $43,951, respectively. This increase is due primarily to the
collection of the settlement proceeds mentioned above.
Total expenses increased for the nine months ended September 30, 2002,
as compared to the nine months ended September 30, 2001 by $203,987 due
primarily to an increase in legal and accounting fees due to the increase in
litigation activity during the period and efforts to resolve settlement issues.
Item 4 Controls and Procedures
The Company maintains a set of disclosure controls and procedures
designed to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Securities and Exchange Act of 1934
is recorded, processed, summarized and reported with the time periods specified
in the Securities and Exchange Commission rules and forms. Within the 90-day
period prior to filing of this report, an evaluation was carried out under the
supervision and with the participation of the Company's management of the
effectiveness of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management has concluded that the Company's disclosure
controls and procedures are effective.
10
Subsequent to the date of their evaluation, there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Other than the D&B Spinoff Litigation referenced elsewhere herein, the
Company is not involved in any legal proceedings.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits Description
-------- -----------
2.1* Amended Joint Plan of Reorganization of
Edison Brothers Stores, Inc.
3.1* EBS Litigation, L.L.C. Certificate of Formation
3.2* EBS Litigation, L.L.C. Membership Agreement
* Incorporated by reference to the same numbered exhibit filed with the
Registrant's Registration Statement on Form 10 originally filed with
the SEC on July 29, 1998 (SEC File No. 000-24711).
(b) Reports on Form 8-K
On August 14, 2002, the Company filed a current report on
Form 8-K under Item 9 (Regulation FD Disclosure) providing
for the Company's Manager's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
12
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.
EBS LITIGATION, L.L.C.
/s/ Peter N. Wang
----------------------------------------
Peter N. Wang, Manager
Date: November 14, 2002
13
CERTIFICATIONS
I, Peter N. Wang, as Manager of EBS Litigation, L.L.C., hereby certify that, :
1. I have reviewed this quarterly report on Form 10-Q of EBS Litigation,
L.L.C.;
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. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and 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;
5. 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
functions):
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
14
6. I have indicated in this quarterly 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: November 14, 2002
/s/ Peter N. Wang
-------------------------
Peter N. Wang, Manager