CAPSTEAD MORTGAGE CORP - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO ______________

COMMISSION FILE NUMBER: 1-8896

CAPSTEAD MORTGAGE CORPORATION
(Exact name of Registrant as specified in its Charter)

MARYLAND 75-2027937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

8401 NORTH CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TX 75225
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (214) 874-2323

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
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: [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 126-2 of the Act). YES X NO
----- -----

AT MARCH 6, 2003 THE AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK HELD BY
NONAFFILIATES WAS $126,705,000.

NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 6, 2003: 13,965,489

DOCUMENTS INCORPORATED BY REFERENCE:

(1) PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 2002 ARE INCORPORATED BY REFERENCE INTO PARTS II AND
IV.

(2) PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT, ISSUED IN
CONNECTION WITH THE 2003 ANNUAL MEETING OF STOCKHOLDERS OF THE
REGISTRANT, ARE INCORPORATED BY REFERENCE INTO PART III.

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CAPSTEAD MORTGAGE CORPORATION

2002 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I

PART I

ITEM 1. BUSINESS.

Capstead Mortgage Corporation ("Capstead," the "Company" or the "Registrant")
was incorporated on April 15, 1985 in Maryland and commenced operations in
September 1985. Capstead operates as a real estate investment trust ("REIT")
earning income from investing in real estate-related assets on a leveraged basis
and other investment strategies. These investments currently include, but are
not limited to, single-family residential adjustable-rate mortgage securities
("ARM") issued by government-sponsored entities, either Fannie Mae, Freddie Mac
or Ginnie Mae ("Agency Securities"). Capstead has also made limited investments
in credit-sensitive commercial mortgage assets and in 2002 made its first direct
investment in real estate. The Company continues to evaluate suitable real
estate-related investments, which may include more credit-sensitive assets that
can earn attractive returns due largely to a higher risk of default and reduced
liquidity compared to Agency Securities. Capstead believes that such
investments, when combined with the prudent use of leverage, can provide
attractive returns over the long term with less sensitivity to changes in
interest rates.

Capstead's investment portfolios declined during 2002 and 2001 primarily because
of relatively high levels of mortgage prepayments and a lack of suitable
investment opportunities. Consequently, Capstead has returned a significant
portion of its equity capital to its common stockholders the last two years. To
the extent proceeds of runoff or asset sales are not reinvested, or cannot be
reinvested, at a rate of return at least equal to the rate previously earned on
that capital, earnings may decline. The future size and composition of
Capstead's investment portfolios will depend on market conditions, including
levels of mortgage prepayments and the availability on a timely basis of
suitable investments at attractive pricing.

For further discussion of the Company's business and financial condition, see
the Registrant's Annual Report to Stockholders for the year ended December 31,
2002 on pages 30 through 36.

EFFECTS OF INTEREST RATE CHANGES AND INTEREST RATE SENSITIVITY

For discussion of effects of interest rate changes on the Company, see the
Registrant's Annual Report to Stockholders for the year ended December 31, 2002
on pages 41 through 43.

RISKS ASSOCIATED WITH CREDIT-SENSITIVE INVESTMENTS

For discussion of risks associated with credit-sensitive investments, see the
Registrant's Annual Report to Stockholders for the year ended December 31, 2002
on pages 43 and 44.

RISKS ASSOCIATED WITH OWNING REAL ESTATE

For discussion of risks associated with owning real estate, see the Registrant's
Annual Report to Stockholders for the year ended December 31, 2002 on pages 44
through 46.

OTHER INVESTMENT STRATEGIES

The Company may enter into other short- or long-term investment strategies as
the opportunities arise.

COMPETITION

In purchasing real estate-related assets, the Company competes with others in
the real estate and banking industries including REITs, savings banks,
commercial banks, mortgage and investment bankers, conduits, insurance
companies, other lenders, other real estate investors and mutual funds.

1

REGULATION AND RELATED MATTERS

Ownership of real estate subjects the Company to various federal, state and
local regulatory requirements. For further discussion, see the Registrant's
Annual Report to Stockholders for the year ended December 31, 2002 on pages 44
through 46.

EMPLOYEES

As of December 31, 2002, the Company had 15 full-time employees.

TAX STATUS

As used herein, "Capstead REIT" refers to Capstead and the entities that are
consolidated with Capstead for federal income tax purposes. Capstead REIT has
elected to be taxed as a REIT for federal income tax purposes and intends to
continue to do so. As a result of this election, Capstead REIT will not be taxed
at the corporate level on taxable income distributed to stockholders, provided
that certain requirements concerning the nature and composition of its income
and assets are met and that at least 90% of its REIT taxable income is
distributed.

If Capstead REIT fails to qualify as a REIT in any taxable year, it would be
subject to federal income tax at regular corporate rates and would not receive a
deduction for dividends paid to stockholders. If this were the case, the amount
of after-tax earnings available for distribution to stockholders would decrease
substantially.

As long as Capstead REIT qualifies as a REIT, it will generally be taxable only
on its undistributed taxable income. Distributions out of current or accumulated
earnings and profits will be taxed to stockholders as ordinary income or capital
gain, as the case may be. Distributions in excess of Capstead REIT's accumulated
and current earnings and profits will constitute a non-taxable return of capital
to the stockholders (except insofar as such distributions exceed the cost basis
of the shares of stock) resulting in a corresponding reduction in the cost basis
of the shares of stock.

Distributions by the Company will not be eligible for the dividends received
deduction for corporations. Should the Company incur losses, stockholders will
not be entitled to include such losses in their individual income tax returns.
The Company notifies its stockholders of the proportion of distributions made
during the taxable year that constitutes ordinary income, return of capital or
capital gains. For the last five years, 100% of the preferred stock
distributions were characterized as ordinary income. For information regarding
the characterization of common dividend distributions for the last five years,
see the Registrants' Annual Report to Stockholders for the year ended December
31, 2002 on page 36.

Capstead REIT realized substantial capital losses on the sale of mortgage assets
in 1998 and 2000. The resulting unused capital loss carryforwards of $328
million as of December 31, 2002, will in all likelihood eliminate the potential
for capital gain distributions through the year 2005 when these carryforwards
expire.

All taxable income of Capstead Inc. (which held the mortgage banking operations
prior to their sale in December 1998) and its subsidiary, is subject to federal
and state income taxes, where applicable. These non-REIT subsidiaries had net
operating loss carryforwards of $6.1 million as of December 31, 2002 and
sufficient alternative minimum tax credit carryforwards to offset the payment of
federal income taxes on

2

$5.2 million of future taxable income, if any, earned by these subsidiaries. In
addition, Capstead may find it advantageous to elect non-REIT subsidiary status
for certain of its qualified REIT subsidiaries which would not have
carryforwards available to offset the payment of federal income taxes on future
taxable income, if any, earned by these subsidiaries. Capstead REIT's taxable
income will include earnings of its non-REIT subsidiaries only upon payment to
Capstead REIT by distribution of such earnings, and only if these distributions
are made out of current earnings and profits.

The foregoing is general in character. Reference should be made to pertinent
Internal Revenue Code sections and the Regulations issued thereunder for a
comprehensive statement of applicable federal income tax consequences.

AVAILABLE INFORMATION

Capstead files reports (Forms 8-Ks, 10-Ks and 10-Qs) and other information
(including proxy and registration statements) electronically with the Securities
and Exchange Commission ("SEC"). The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers like Capstead that file electronically
with the SEC. Press releases issued by the Company, recent annual reports to
stockholders and links to other information filed with the SEC are available at
Capstead's website (http://www.capstead.com) free of charge. Additionally,
interested parties may read and copy any materials filed with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room is available by
calling 1-800-SEC-0330.

ITEM 2. PROPERTIES.

The Company's headquarters are located in Dallas, Texas in an office leased by
the Company. As of December 31, 2002 the Company owned six independent senior
living facilities located in five states. For further information, see the
Registrant's Annual Report to Stockholders for the year ended December 31, 2002
on pages 34 and 35.

ITEM 3. LEGAL PROCEEDINGS.

During 1998, twenty-four purported class action lawsuits were filed against the
Company and certain of its officers alleging, among other things, that the
defendants violated federal securities laws by publicly issuing false and
misleading statements and omitting disclosure of material adverse information
regarding the Company's business. In March 1999 these actions were consolidated
and in July 2000 the court appointed a lead plaintiff group. An amended
complaint was filed in October 2000. The amended complaint claims that as a
result of alleged improper actions, the market prices of the Company's equity
securities were artificially inflated during the period between April 17, 1997
and June 26, 1998. The amended complaint seeks monetary damages in an
undetermined amount. In February 2001 the Company responded to this amended
complaint with a motion to dismiss all allegations against the Company and the
named officers. In April 2001 the plaintiffs responded to the Company's motion
to dismiss and the Company filed its reply to the plaintiffs' response in May
2001. On February 6, 2003 the court entered an order stating that it will issue
a decision on the motion to dismiss no later than March 7, 2003. The Company
believes it has meritorious defenses to the claims and intends to vigorously
defend the actions. Based on available information, management believes the
resolution of these suits will not have a material adverse effect on the
financial position of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

3

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The information required by this item regarding the market price of, dividends
on, and number of holders of the Registrant's common shares is included in the
Registrant's Annual Report to Stockholders for the year ended December 31, 2002
on page 28 under the caption "Note 18 - Market and Dividend Information," and is
incorporated herein by reference, pursuant to General Instruction G(2).

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this item is included in the Registrant's Annual
Report to Stockholders for the five years ended December 31, 2002 on page 29
under the caption "Selected Financial Data," and is incorporated herein by
reference, pursuant to General Instruction G(2).

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 2002 on pages 30 through
48 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and is incorporated herein by reference,
pursuant to General Instruction G(2).

ITEM 7.a. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS.

The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 2002 on pages 30 through
48 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and is incorporated herein by reference,
pursuant to General Instruction G(2).

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 2002 on pages 3 through
28, and is incorporated herein by reference, pursuant to General Instruction
G(2).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this item is included in the Registrant's 2003
definitive Proxy Statement on pages 4 through 6 under the captions "Election of
Directors," on page 9 under the caption "Executive Officers," and on page 19
under the caption "Compliance with Section 16(a) of the Securities Exchange Act
of 1934," all of which are incorporated herein by reference pursuant to General
Instruction G(3).

4

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is included in the Registrant's 2003
definitive Proxy Statement on pages 10 and 11 under the caption "Executive
Compensation," which is incorporated herein by reference pursuant to General
Instruction G(3).

ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS.

The information required by this item is included in the Registrant's 2003
definitive Proxy Statement on page 12 under the caption "Equity Compensation
Plans" and pages 18 and 19 under the caption "Security Ownership of Management
and Certain Beneficial Owners," which is incorporated herein by reference
pursuant to General Instruction G(3).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is included in the Registrant's 2003
definitive Proxy Statement on page 20 under the caption "Certain Relationships
and Related Transactions," which is incorporated herein by reference pursuant to
General Instruction G(3).

ITEM 14. DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer ("CEO") and Executive Vice President - Finance ("CFO"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective as of December 31, 2002. There have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to December 31, 2002.

5

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Documents filed as part of this report:

1. The following consolidated financial statements of the
Company, included in the 2002 Annual Report to Stockholders,
are incorporated herein by reference:

2. Financial Statement Schedules - All schedules for which provision
is made in the applicable accounting regulation of the Securities
and Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been omitted.

* Incorporated herein by reference from the Company's Annual Report
to Stockholders for the year ended December 31, 2002, filed
herewith as Exhibit 13.

3. Exhibits:

EXHIBIT
NUMBER

1.1 Underwriting Agreement dated November 26, 2001 by and between
Fortress and Bear, Stearns & Co. Inc. to sell 1,000,000 shares
Capstead common stock held by Fortress(4)

1.2 Sales Agreement dated August 20, 2001 by and between Capstead
and RCG Equity Finance, a division of Ramius Securities, LLC,
for the issuance of up to 875,000 common shares and 1,000,000
Series B preferred shares(6)

3.1 Charter, including Articles of Incorporation, Articles
Supplementary for each series of preferred stock and all other
amendments to such Articles of Incorporation(5)

3.2 Amended and Restated Bylaws(4)

10.01 1990 Directors' Stock Option Plan(1)

10.02 1994 Flexible Long-Term Incentive Plan, as amended (7)

10.03 1994 Capstead Inc. Restricted Stock Plan(2)

10.04 Deferred Compensation Plan(2)

10.05 1996 Incentive Bonus Plan, as amended(5)

6

PART IV
ITEM 15. -- CONTINUED

3. Exhibits (continued):

EXHIBIT
NUMBER
------

10.06 1997 Flexible Long Term Incentive Plan(3)

10.07 Management Contract between Capstead and Fortress, as
amended(7)

12 Computation of ratio of earnings to combined fixed charges and
preferred stock dividends*

13 Portions of the Company's Annual Report to Stockholders for
the year ended December 31, 2002*

21 List of subsidiaries of the Company*

23 Consent of Ernst & Young LLP, Independent Auditors*

99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002*

(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-40017) dated April 29, 1991

(2) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994

(3) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 1997

(4) Incorporated by reference to the Company's Registration
Statement on Form S-3 (No. 333-63358) dated June 19, 2001

(5) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2001

(6) Incorporated by reference to the Company's Registration
Statement on Form S-3 (No. 333-68424) dated August 27, 2001

(7) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001

* Filed herewith

(b) Reports on Form 8-K:

Current Report on Form 8-K dated February 6, 2003 to furnish the
Company's press release announcing fourth quarter results, record date
for annual meeting and accelerated common dividend schedule for 2003.

(c) Exhibits - The response to this section of ITEM 15 is submitted as a
separate section of this report.

(d) Financial Statement Schedules - The response to this section of ITEM 15
is submitted as a separate section of this report.

7

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

CAPSTEAD MORTGAGE CORPORATION
REGISTRANT

Date: March 7, 2003 By: /s/ WESLEY R. EDENS
--------------------------------------
Wesley R. Edens
Chairman and Chief Executive Officer

Date: March 7, 2003 By: /s/ ANDREW F. JACOBS
--------------------------------------
Andrew F. Jacobs
Executive Vice President - Finance

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated below and on the dates indicated.

/s/ WESLEY R. EDENS Chairman, Chief Executive March 7, 2003
- -------------------------------------- Officer and Director
(Wesley R. Edens)

/s/ ANDREW F. JACOBS Executive Vice President - March 7, 2003
- -------------------------------------- Finance
(Andrew F. Jacobs)

/s/ ROBERT I. KAUFFMAN Director March 7, 2003
- --------------------------------------
(Robert I. Kauffman)

/s/ PAUL M. LOW Director March 7, 2003
- --------------------------------------
(Paul M. Low)

/s/ MICHAEL G. O'NEIL Director March 7, 2003
- --------------------------------------
(Michael G. O'Neil)

/s/ HOWARD RUBIN Director March 7, 2003
- --------------------------------------
(Howard Rubin)

/s/ MARK S. WHITING Director March 7, 2003
- --------------------------------------
(Mark S. Whiting)

8

CERTIFICATIONS

I, Wesley R. Edens, certify that:

1. I have reviewed this annual report on Form 10-K of Capstead Mortgage
Corporation;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date");
and

c) presented in this annual 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:

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
annual 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: March 7, 2003 By: /s/ WESLEY R. EDENS
-------------------------------------
Wesley R. Edens
Chairman and Chief Executive Officer

9

CERTIFICATIONS

I, Andrew F. Jacobs, certify that:

1. I have reviewed this annual report on Form 10-K of Capstead Mortgage
Corporation;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date");
and

c) presented in this annual 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:

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
annual 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: March 7, 2003 By: /s/ ANDREW F. JACOBS
----------------------------------
Andrew F. Jacobs
Executive Vice President - Finance

10

INDEX TO EXHIBITS

(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-40017) dated April 29, 1991

(2) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994

(3) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 1997

(4) Incorporated by reference to the Company's Registration
Statement on Form S-3 (No. 333-63358) dated June 19, 2001

(5) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2001

(6) Incorporated by reference to the Company's Registration
Statement on Form S-3 (No. 333-68424) dated August 27, 2001

(7) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001

* Filed herewith