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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH
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CAROLINA, INC.
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(Exact name of registrant as specified in its charter)
State of South Carolina 57-0738665
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (803) 733-3456
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Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock,
$5.00 per value
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 [ ]
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 be 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. [ ]
Aggregate market value of Voting and Non-voting Common Stock held by
non-affiliates of Registrant: $150,142,484. (The aggregate market value of
shares of Registrant's voting Common Stock has been calculated based on the
quoted price of those shares on March 8, 2002. There is no market or any quoted
prices for Registrant's Non-voting Common Stock, and the aggregate market value
of those shares has been calculated based on their estimated value on March 8,
2002.
As of March 8, 2002, there were 896,832 outstanding shares of the Registrant's
Voting Common Stock, $5.00 par value per share, and 36,409 outstanding shares of
its Non-Voting Common Stock, $5.00 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 2001, are incorporated by reference into Part
II.
(2) Portions of the Registrant's definitive Proxy Statement dated March 25,
2002, for the Annual Meeting of Shareholders to be held April 24, 2002, are
incorporated by reference into Part III.
PART I.
Item 1. BUSINESS
General. First Citizens Bancorporation of South Carolina, Inc.
("Bancorporation" or "Registrant") was incorporated under the laws of South
Carolina during 1982. It owns all of the outstanding stock of its two banking
subsidiaries, First-Citizens Bank and Trust Company of South Carolina ("FCB")
and The Exchange Bank of South Carolina, Inc. ("Exchange").
FCB was formed in 1969 as the resulting bank from the merger of
Citizens Bank (which was organized during 1936 as Anderson Brothers Bank) and
The Commercial Bank and Trust Company (which was organized during 1913 as
Homestead Bank). At December 31, 2001, FCB operated 145 banking offices in 94
communities located throughout South Carolina.
Exchange was organized in 1932 as The Exchange Bank of Kingstree and
was acquired by Bancorporation during 1999. It provides banking services through
four offices located in Williamsburg and Georgetown Counties in South Carolina.
Bancorporation also is the parent company of FCB/SC Capital Trust I
("FCB/SC"), a Delaware business trust which was organized during 1998 for the
sole purpose of issuing and selling $50,000,000 aggregate liquidation amount of
8.25% capital securities. The net proceeds from such sale, together with the
proceeds from FCB/SC's issuance of its common securities to Bancorporation, were
invested in a like aggregate face amount of Bancorporation's 8.25% junior
deferrable interest subordinated debentures which mature on March 15, 2028. The
capital securities and the junior subordinated debentures are subject to
optional redemption at any time on or after March 15, 2008. Bancorporation has
entered into a guaranty agreement which, when taken together with its
obligations under the trust agreement under which FCB/SC exists, the junior
subordinated debentures, and the indenture under which the debentures were
issued, provides a full and unconditional guarantee on a subordinated basis by
Bancorporation of FCB/SC's payment of distributions and other payments on the
capital securities.
Bancorporation's executive offices are located at 1230 Main Street,
Columbia, South Carolina 29201, and its telephone number is (803) 733-2659.
Bancorporation's principal assets are its investments in and
receivables from its two banking subsidiaries and its investment securities
portfolio. Its primary sources of income are dividends from its banking
subsidiaries and interest income on its investment securities portfolio. Certain
laws and regulations restrict the ability of FCB and Exchange to transfer funds
to Bancorporation in the form of cash dividends or loans.
Services. FCB and Exchange provide a full range of banking and
financial services to individuals, small- and medium-sized businesses and
governmental units located in their banking markets, including regular and
interest checking accounts, money market, savings and time deposit accounts,
personal and business loans, trust services, and a variety of other services
incidental to commercial banking. Wateree Enterprises, Inc., a subsidiary of
FCB, through its subsidiary, Wateree Life Insurance Company, issues credit life
and accident and health insurance. Wateree Agency, Inc., another subsidiary of
Wateree Enterprises, Inc., acts as agent for the sale of insurance to FCB's
customers.
As further discussed below, during 2000, Bancorporation became a
financial holding company, a designation that allows Bancorporation to offer
financial products and services that a bank holding company may not provide
without that designation.
Employees. At December 31, 2001, Bancorporation and its subsidiaries
employed a full-time staff of 1,297 and a part-time staff of 254 for a total of
1,551 employees.
Supervision and Regulation. Bancorporation is subject to the
jurisdiction of the Board of Governors of the Federal Reserve System (the "FRB")
under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). Under
the BHC Act, Bancorporation is subject to supervision and examination by, and
the regulations and reporting requirements of, the FRB, and its activities are
limited to those permitted to financial holding companies. Bancorporation is
required to obtain the prior approval of the FRB before it may acquire direct or
indirect control of more than 5% of the outstanding voting stock, or
substantially all of the assets of, any other bank or bank holding company.
Additionally, the BHC Act prohibits Bancorporation from acquiring ownership or
control of more than 5% of the outstanding voting stock of any company engaged
in an activity that is not permitted for financial holding companies.
Bank holding companies are required to serve as a source of financial
strength for their depository institution subsidiaries, and, if their depository
institution subsidiaries become undercapitalized, bank holding companies may be
required, subject to certain limits, to guarantee compliance by those
subsidiaries with capital restoration plans filed with their regulators.
During 2000, Bancorporation declared itself to be a financial holding
company under the provisions of the BHC Act as it was amended by the federal
Gramm-Leach-Bliley Act enacted in 1999 (the "GLB Act"). The GLB Act dramatically
changed various federal laws governing the banking, securities, and insurance
industries. The economic effects of the GLB Act on the banking industry, and
competitive conditions in the financial services industry generally, may be
profound. The GLB Act may expand opportunities for Bancorporation to provide
other services and obtain other revenues in the future, and also may present new
competitive challenges.
As a financial holding company under the BHC Act, Bancorporation may
offer financial products and services in addition to those permissible for a
bank holding company that is not also a financial holding company, some of which
(including certain types of insurance underwriting) may be offered only through
a direct non-bank subsidiary of Bancorporation rather than through a bank
subsidiary or a subsidiary of a bank subsidiary. To continue to be eligible to
offer these expanded products and services, Bancorporation must continue to be
"well capitalized" and "well managed" under federal banking regulations. Also,
Bancorporation's performance of its obligations under the federal Community
Reinvestment Act must be deemed to be satisfactory, on a continuing basis, for
new financial products and services to be offered.
The internal affairs of Bancorporation, including the rights of its
shareholders, are governed by South Carolina law and by its Articles of
Incorporation and Bylaws. Bancorporation files periodic reports under the
Securities Exchange Act of 1934 and is subject to the jurisdiction of the
Securities and Exchange Commission.
As insured, state-chartered banks that are not members of the Federal
Reserve System, FCB and Exchange each is subject to supervision and examination
by, and the regulations and reporting requirements of, the South Carolina State
Board of Financial Institutions (the "SC Board") and the Federal Deposit
Insurance Corporation. Absent approval of the FDIC, they are prohibited from
engaging as principal in activities that are not permitted for national banks,
and they are prohibited from acquiring or retaining any equity investment of a
type not permitted for national banks.
As subsidiaries of Bancorporation, FCB and Exchange are subject to
restrictions under federal law on the amount of, and their ability to enter
into, transactions with, or investments in the securities of, Bancorporation and
certain other affiliated entities. Though they are not members of the Federal
Reserve System, FCB and Exchange are subject to the FRB's reserve requirements
applicable to all banks, and their businesses are significantly influenced by
the fiscal policies of the FRB. The actions and policy directives of the FRB
determine to a significant degree FCB's and Exchange's cost and the availability
of funds and the rates of interest charged on their loans and paid on their
deposits.
The FDIC, SC Board and FRB have broad powers to enforce laws and
regulations applicable to Bancorporation, FCB and Exchange, and to require
corrective action of conditions affecting the safety and soundness of FCB and
Exchange. Among others, these powers include cease and desist orders, the
imposition of civil penalties and the removal of officers and directors.
Statistical Data. Certain statistical disclosures for bank holding
companies required by Guide 3 are included in the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 5 through 26 of Bancorporation's 2001 Annual Report to Shareholders which
is incorporated herein by reference in Item 7 of this Report.
Competition. FCB and Exchange (collectively, the "Banks") compete in
their local markets throughout the state with other depository institutions and
various other companies or firms that engage in similar activities. The Banks
compete for deposits with other commercial banks, savings banks and credit
unions and with the issuers of commercial paper and other securities, such as
shares in money market funds. In making loans, the Banks compete with other
commercial banks, savings banks, credit unions, consumer finance companies,
leasing companies and other lenders. In addition, competition for personal and
corporate trust services is offered by insurance companies, other businesses and
individuals.
Changes in state and federal laws to permit interstate banking has
increased competition in the Banks' local markets. A number of large bank
holding companies located in other states and having consolidated resources
greater than those of Bancorporation including the largest in the Southeastern
United States) have acquired banks located in South Carolina with which the Bank
competes in its local markets.
Item 2. PROPERTIES
Bancorporation owns in fee simple one piece of property having a book value at
December 31, 2001 of $56,314. To the limited extent necessary, it occupies space
owned by FCB. Bancorporation's and FCB's principal office is located at 1230
Main Street in Columbia, South Carolina.
The "Banks" own in fee simple 202 properties having a book value at December 31,
2001 of $41,596,294 which are used for its main office, branch office locations,
associated parking lots for customers and employees, or housing other
operational units of the "banks". In addition, the "banks" lease 37 properties,
substantially all of which are used for branch office locations and associated
parking lots for customers and employees. All of these leases are for relatively
long terms or include renewal options considered by management of the "banks" to
be adequate. Rental expense paid for these properties in 2001 was approximately
$906,000, which was offset by $1,015,000 in rental income.
The properties leased and owned are all generally considered adequate for the
"banks" purposes; however, there is a continuing program of modernization,
expansion, and the occasional replacement of facilities. Maintenance and repairs
are not significant items of expense in the "banks" operations. Items of a
capital nature are added to the property accounts, and, at such time as they are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the related accounts and the resulting gains or losses are
reflected in income.
For information concerning Bancorporation's commitments under current leasing
arrangements, see Note 7 to Bancorporation's Consolidated Financial Statements.
Item 3. LEGAL PROCEEDINGS
Neither Bancorporation nor FCB or Exchange are a party to, nor is any of their
property the subject of, any material or other pending legal proceeding, other
than ordinary routine proceedings incidental to their businesses.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is incorporated herein by reference to the
section entitled "Market and Dividend Information Regarding Common and Preferred
Stock" on page 1 of the Registrant's 2001 Annual Report to Shareholders.
Item 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference to the
section entitled "Summary of Operations" on page 6 of the Registrant's 2001
Annual Report to Shareholders.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item is incorporated herein by reference to the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 5 through 26 of the Registrant's 2001 Annual
Report to Shareholders.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference to the
financial statements and supplementary data set forth on pages 28 through 50 of
the Registrant's 2001 Annual Report to Shareholders.
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 under the captions "Section 16(a) Beneficial Ownership Reporting
Compliance", "PROPOSAL 1: ELECTION OF DIRECTORS", and "Executive Officers", on
pages 6 through 7 and 10 of Registrant's definitive Proxy Statement, dated March
25, 2002, for its Annual Meeting of Shareholders to be held April 24, 2002, is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information under the captions "Directors Fees", "Compensation Committee
Interlocks and Insider Participation", "Executive Compensation", "Pension Plan"
and "Employment Contracts, Termination of Employment, and
Change-in-Control Arrangements" on pages 7, 9 and 11 through 12 of Registrant's
definitive Proxy Statement dated March 25, 2002, for its Annual Meeting of
Shareholders to be held April 24, 2002, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Beneficial Ownership of Securities" on pages
2 through 5 of Registrants's definitive Proxy Statement dated March 25, 2002,
for its Annual Meeting of Shareholders to be held April 24, 2002, is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the captions "Compensation Committee Interlocks and
Insider Participation" and "Transactions with Related Parties", on pages 9 and
13 through 14 of Registrant's definitive Proxy Statement dated March 25, 2002,
for its Annual Meeting of Shareholders to be held April 24, 2002, is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements:
The following consolidated financial statements of First Citizens
Bancorporation of South Carolina, Inc. and subsidiaries included on pages 28
through 50 of Registrant's 2001 Annual Report to Shareholders are
incorporated by reference in Item 8.
Report of Independent Accountants
Consolidated Statements of Condition
Consolidated Statements of Income
Consolidated Statements of Changes in Stockholders' Equity and
Comprehensive Income
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted as the required information is either inapplicable
or is presented in the consolidated financial statements of the Registrant
and its subsidiaries or Notes thereto incorporated herein by reference.
(3) The following exhibits are either attached hereto or incorporated by
reference:
3.1 Articles of Incorporation of the Registrant as amended (incorporated
herein by reference to Exhibit 3.1 of the Registrant's 1994 Annual Report on
Form 10-K).
3.3 Bylaws of the Registrant as amended (filed herewith).
4.1 Amended and Restated Trust Agreement of FCB/SC Capital Trust I
(incorporated herein by reference to Exhibit 4.1 of Registrant's
Registration Statement No. 333-60319 filed with the SEC on July 31, 1998).
4.2 Form of Guaranty Agreement (incorporated herein by reference to Exhibit
4.2 of Registrant's registration Statement No.333-60319 filed with the SEC
on July 31, 1998).
4.3 Junior Subordinated Indenture between Registrant and Bankers Trust
Company, as Debenture Trustee (incorporated herein by reference to Exhibit
4.3 of Registrant's Registration Statement No. 333-60319 filed with the SEC
on July 31, 1998).
4.4 Form of Certificate evidencing Capital Securities (incorporated herein
by reference to Exhibit 4.5 in the Registrant's Registration Statement No.
333-60319 filed with the SEC on July 31, 1998).
4.5 Form of Junior Subordinated Debenture (incorporated herein by reference
to Exhibit 4.6 in the Registrant's Registration Statement No. 333-60319
filed with the SEC on July 31, 1998).
*10.1 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and Jim B.
Apple (incorporated herein by reference to Exhibit 10.4 in the Registrant's
1998 Annual Report on From 10-K).
*10.2 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and Jay C.
Case (incorporated herein by reference to Exhibit 10.5 in the Registrant's
1998 Annual Report on From 10-K).
*10.3 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and
Charles S. McLaurin, III (incorporated herein by reference to Exhibit 10.6
in the Registrant's 1998 Annual Report on From 10-K).
*10.4 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and Peter
M. Bristow (incorporated herein by reference to Exhibit 10.7 in the
Registrant's 1998 Annual Report on From 10-K).
*10.5 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and David
Barnett (filed herewith).
10.6 Deferred Compensation Plan of First-Citizens Bank and Trust Company of
South Carolina (filed herewith).
13. Registrant's 2001 Annual Report to Shareholders (filed herewith).
21. Subsidiaries of the Registrant (filed herewith).
**99. Registrant's Definitive Proxy Statement for the Annual Meeting to be
held April 24, 2002.
*Denotes a management contract or compensatory plan or arrangement in which
an executive officer or director of Registrant participates.
**Pursuant to Rule 12b-23(a)(3), this exhibit is not being refiled.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three month period ended
December 31, 2001.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: 03/26/2002 FIRST CITIZENS BANCORPORATION
---------- OF SOUTH CAROLINA, INC.
(Registrant)
By: /s/ CRAIG L. NIX
-----------------------------------
Craig L. Nix,
Executive Vice President/CFO
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 and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ FRANK B. HOLDING Vice Chairman of the Board 03/26/2002
- ------------------------------- ----------
Frank B. Holding
/s/ JIM B. APPLE Chairman/Chief Executive Officer 03/26/2002
- ------------------------------- ----------
Jim B. Apple
/s/ PETER BRISTOW President/Chief Operating Officer 03/26/2002
- ------------------------------- ----------
Peter Bristow
/s/ RICHARD W. BLACKMON Director 03/26/2002
- ------------------------------- ----------
Richard W. Blackmon
Director
- ------------------------------- ----------
George H. Broadrick
/s/ DR. WALTER C. COTTINGHAM Director 03/26/2002
- ------------------------------- ----------
Dr. Walter C. Cottingham
/s/ DAVID E. DUKES Director 03/26/2002
- ------------------------------- ----------
David E. Dukes
/s/ WILLIAM E. HANCOCK, III Director 03/26/2002
- ------------------------------- ----------
William E. Hancock, III
/s/ ROBERT B. HAYNES Director 03/26/2002
- ------------------------------- ----------
Robert B. Haynes
/s/ WYCLIFFE E. HAYNES Director 03/26/2002
- ------------------------------- ----------
Wycliffe E. Haynes
/s/ LEWIS M. HENDERSON Director 03/26/2002
- ------------------------------- ----------
Lewis M. Henderson
/s/ DAN H. JORDAN Director 03/26/2002
- ------------------------------- ----------
Dan H. Jordan
/s/ N. WELCH MORRISETTE, JR. Director 03/26/2002
- ------------------------------- ----------
N. Welch Morrisette, Jr.
/s/ E. PERRY PALMER Director 03/26/2002
- ------------------------------- ----------
E. Perry Palmer
/s/ WILLIAM E. SELLERS Director 03/26/2002
- ------------------------------- ----------
William E. Sellers
/s/ HENRY F. SHERRILL Director 03/26/2002
- ------------------------------- ----------
Henry F. Sherrill
/s/ CARMEN H. AMES Director 03/26/2002
- ------------------------------- ----------
Carmen H. Ames
/s/ CHARLES S. MCLAURIN Director 03/26/2002
- ------------------------------- ----------
Charles S. McLaurin
/s/ CRAIG L. NIX Executive Vice President 03/26/2002
- ------------------------------- Chief Financial Officer ----------
Craig L. Nix
FORM 10-K
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
3.1 Articles of Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 of the Registrant's 1994 Annual Report on Form
10-K).
3.3 Bylaws of the Registrant as amended (files herewith).
4.1 Amended and Restated Trust Agreement of FCB/SC Capital Trust I
(incorporated herein by reference to Exhibit 4.1 of Registrant's
Registration Statement No. 333-60319 filed with the SEC on July 31, 1998).
4.2 Form of Guaranty Agreement (incorporated herein by reference to Exhibit
4.2 of Registrant's registration Statement No. 333-60319 filed with the SEC
on July 31, 1998).
4.3 Junior Subordinated Indenture between Registrant and Bankers Trust
Company, as Debenture Trustee (incorporated herein by reference to Exhibit
4.3 of Registrant's Registration Statement No. 333-60319 filed with the SEC
on July 31, 1998).
4.4 Form of Certificate evidencing Capital Securities (incorporated herein
by reference to Exhibit 4.5 in the Registrant's Registration Statement No.
333-60319 filed with the SEC on July 31, 1998).
4.5 Form of Junior Subordinated Debenture (incorporated herein by reference
to Exhibit 4.6 in the Registrant's Registration Statement No. 333-60319
filed with the SEC on July 31, 1998).
*10.1 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and Jim B.
Apple (incorporated herein by reference to Exhibit 10.4 in the Registrant's
1998 Annual Report on From 10-K).
*10.2 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and Jay C.
Case (incorporated herein by reference to Exhibit 10.5 in the Registrant's
1998 Annual Report on From 10-K).
*10.3 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and
Charles S. McLaurin, III (incorporated herein by reference to Exhibit in the
Registrant's 1998 Annual Report on From 10-K).
*10.4 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank and Peter
M. Bristow (incorporated herein by reference to Exhibit 10.7 in the
Registrant's 1998 Annual Report on From 10-K).
*10.5 Employee Death Benefit and Post-Retirement Nncompetition and
Consultation Agreement, dated December 31, 1998 between the Bank and David
Barnett (filed herewith).
10.6 Deferred Compensation Plan of First-Citizens Bank and Trust Company of
South Carolina (filed herewith).
13. Registrant's 2001 Annual Report to Shareholders (filed herewith)
21. Subsidiaries of Registrant (filed herewith)
**99. Registrant's Definitive Proxy Statement for the Annual Meeting to be
held April 24, 2002.
*Denotes a management contract or compensatory plan or arrangement n which
an executive officer of director of Registrant participates.
**Pursuant to Rule 12b-23(a)(3), this exhibit is not being refiles.
(b) Reports on Form 8-K:
No reports on Form 8-K were files during the three month period ended
December 31, 2001.