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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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: 333-53603-01
GPC CAPITAL CORP. II
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2952404
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 Pleasant Valley Road
York, Pennsylvania
----------------------------------------
(Address of principal executive offices)
17402
----------
(zip code)
(717) 849-8500
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act: None
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), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, Yes [ ] No [X].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
As of the date hereof, 1,000 shares of the registrant's common stock, par value
$.01 per share, are outstanding.
There is no established public trading market for the registrant's common stock,
par value $.01 per share. The aggregate market value of the voting securities
held by non-affiliates of the registrant as of February 15, 2004 was $-0-. As of
February 15, 2004, all of the outstanding common stock, par value $.01 per
share, of the registrant was owned by Graham Packaging Holdings Company, a
Pennsylvania limited partnership.
The Registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and is therefore filing this Form with the reduced disclosure
format permitted by General Instruction I(2).
- ---------------
DOCUMENTS INCORPORATED BY REFERENCE
None.
1
GPC CAPITAL CORP. II
INDEX
Page
Number
PART I........................................................................3
Item 1. Business...........................................................3
Item 2. Properties.........................................................4
Item 3. Legal Proceedings..................................................4
Item 4. Submission of Matters to a Vote of Security Holders................4
PART II.......................................................................5
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters............................................................5
Item 6. Selected Financial Data............................................5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.........6
Item 8. Financial Statements and Supplementary Data........................7
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure..............................................14
Item 9A. Controls and Procedures...........................................14
PART III.....................................................................15
Item 10. Directors and Executive Officers of the Registrant................15
Item 11. Executive Compensation............................................15
Item 12. Security Ownership of Certain Beneficial Owners and Management....15
Item 13. Certain Relationships and Related Transactions....................15
PART IV......................................................................16
Item 14. Principal Accountant Fees and Services............................16
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form
8-K...............................................................16
2
PART I
Item 1. Business
Unless the context otherwise requires, all references herein to the
"Company," with respect to periods prior to the recapitalization described below
(the "Recapitalization"), refer to the business historically conducted by Graham
Packaging Holdings Company ("Holdings") (which served as the operating entity
for the business prior to the Recapitalization) and one of its predecessors
(Graham Container Corporation), together with Holdings' subsidiaries and certain
affiliates, and, with respect to periods subsequent to the Recapitalization,
refer to Holdings and its subsidiaries. Since the Recapitalization, Graham
Packaging Company, L.P. (the "Operating Company") has been a wholly owned
subsidiary of Holdings. GPC Capital Corp. II is a wholly owned subsidiary of
Holdings. All references to the "Recapitalization" herein shall mean the
collective reference to the Recapitalization of Holdings and related
transactions as described under "The Recapitalization" below, including the
initial borrowings and the related uses of proceeds. References to "Continuing
Graham Entities" herein refer to Graham Packaging Corporation ("Graham GP
Corp."), Graham Family Growth Partnership or affiliates thereof or other
entities controlled by Donald C. Graham and his family, and references to
"Graham Entities" refer to the Continuing Graham Entities, Graham Engineering
Corporation ("Graham Engineering") and Donald C. Graham and/or certain entities
controlled by Mr. Graham and his family. All references to "Management" herein
shall mean the management of the Company at the time in question, unless the
context indicates otherwise. In addition, unless otherwise indicated, all
sources for all industry data and statistics contained herein are estimates
contained in or derived from internal or industry sources believed by the
Company to be reliable.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Annual Report on Form
10-K, including statements regarding the future financial position, economic
performance and results of operations of the Company (as defined above), as well
as the Company's business strategy, budgets and projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or similar terminology.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, expectations may prove to have been
incorrect. Important factors that could cause actual results to differ
materially from the Company's expectations include, without limitation, those
discussed in "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." All forward-looking statements
attributable to the Company, or persons acting on its behalf, are expressly
qualified in their entirety by the cautionary statements set forth in this
paragraph.
General
GPC Capital Corp. II ("CapCo II") was incorporated in Delaware in
January 1998. CapCo II is a wholly owned subsidiary of Holdings, which was
formed in 1989. CapCo II's sole purpose is to act as co-obligor with Holdings of
the Senior Discount Notes (as defined below under "The Recapitalization") and as
co-guarantor with Holdings under the Senior Credit Agreement (as defined below
under "The Recapitalization"). CapCo II has only nominal assets, does not
conduct any operations and did not receive any of the proceeds of the offering
of the Senior Discount Notes.
The principal executive offices of CapCo II are located at 2401
Pleasant Valley Road, York, Pennsylvania 17402, telephone (717) 849-8500.
The Recapitalization
The recapitalization (the "Recapitalization") of Holdings was
consummated on February 2, 1998 pursuant to an Agreement and Plan of
Recapitalization, Redemption and Purchase, dated as of December 18, 1997 (the
"Recapitalization Agreement"), by and among (i) Holdings, (ii) the Graham
Entities, and (iii) BMP/Graham Holdings Corporation, a Delaware corporation
("Investor LP") formed by Blackstone Capital Partners III Merchant Banking Fund
L.P., and BCP/Graham Holdings L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of Investor LP ("Investor GP").
3
In 1998, as part of the Recapitalization, Holdings and CapCo II
(together with Holdings, the "Holdings Issuers"), consummated an offering of
$169.0 million aggregate principal amount at maturity of their 10 3/4% Senior
Discount Notes Due 2009, Series B (the "Senior Discount Notes").
CapCo II is co-obligor with Holdings of the Senior Discount Notes and
co-guarantor with Holdings under a senior credit agreement entered into on
February 14, 2003 among the Operating Company, Holdings, GPC Capital Corp. I and
a syndicate of lenders (the "Senior Credit Agreement").
Employees
As of December 31, 2003, CapCo II had no employees.
Environmental Matters
There are no material environmental matters which relate to compliance
by CapCo II with Federal, State and local environmental provisions.
Intellectual Property
CapCo II does not own any property which is considered intellectual
property.
Item 2. Properties
CapCo II does not own or lease any properties.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Omitted under the reduced disclosure format permitted by General
Instruction I(2)(c) of Form 10-K.
4
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
All of CapCo II's common stock, par value $.01 per share ("common
stock"), is owned by Holdings, whose address is 2401 Pleasant Valley Road, York,
Pennsylvania 17402. There is no established public trading market for CapCo II's
common stock.
In 1998, CapCo II issued 1,000 shares of common stock to Holdings in a
transaction exempt from registration under the Securities Act pursuant to
Section 4(2) of the Securities Act.
As indicated under Item 1, "Business -- The Recapitalization," upon the
Closing of the Recapitalization in 1998, the Holdings Issuers consummated an
offering of $169.0 million aggregate principal amount at maturity of their 10
3/4% Senior Discount Notes due 2009, Series B.
No dividends were paid to the holder of CapCo II's common stock in
2003.
Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends and other distributions to Holdings, as
described in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
Item 6. Selected Financial Data
None.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
None.
Liquidity and Capital Resources
In 1998, Holdings and CapCo II, as co-obligor, issued $100.6 million
gross proceeds of Senior Discount Notes Due 2009 ($169.0 million aggregate
principal amount at maturity).
The Senior Discount Notes mature on January 15, 2009, with cash
interest payable semi-annually beginning July 15, 2003 at 10.75%.
The Operating Company's Senior Credit Agreement currently consists of a
term loan to the Operating Company with an initial term loan commitment totaling
$570.0 million and a revolving loan facility to the Operating Company totaling
$150.0 million. The obligations of the Operating Company under the Senior Credit
Agreement are guaranteed by Holdings and certain other subsidiaries of Holdings.
The term loan is payable in quarterly installments and requires payments of $4.0
million in 2004, $20.0 million in 2005, $45.0 million in 2006, $45.0 million in
2007, $200.0 million in 2008, $200.0 million in 2009 and $54.0 million in 2010.
The Operating Company expects to fund scheduled debt repayments from cash from
operations and unused lines of credit. The revolving loan facility expires on
the earlier of February 14, 2008 and the term loan maturity date.
The Senior Credit Agreement contains a number of significant covenants
that, among other things, restrict the Company's ability to dispose of assets,
repay other indebtedness, incur additional indebtedness, pay dividends, prepay
subordinated indebtedness, incur liens, make capital expenditures, investments
or acquisitions, engage in mergers or consolidations, engage in transactions
with affiliates and otherwise restrict the Company's activities. Substantially
all of the Operating Company's domestic tangible and intangible assets are
pledged as collateral pursuant to the terms of the Senior Credit Agreement.
5
Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends or other distributions to Holdings;
provided that, subject to certain limitations, the Operating Company may pay
dividends or other distributions to Holdings:
o in respect of overhead, tax liabilities, legal, accounting and
other professional fees and expenses;
o to fund purchases and redemptions of equity interests of Holdings
or Investor LP held by then present or former officers or
employees of Holdings, the Operating Company or their
Subsidiaries (as defined) or by any employee stock ownership plan
upon such person's death, disability, retirement or termination
of employment or other circumstances with certain annual dollar
limitations; and
o to finance the payment of cash interest payments on the Senior
Discount Notes or any notes issued pursuant to a refinancing of
the Senior Discount Notes.
CapCo II has no source of liquidity.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
6
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
Number
Statement regarding omission of independent auditors' report..................8
Financial Statements..........................................................9
Balance Sheets at December 31, 2003 and 2002...............................9
Statements of Operations for the years ended December 31, 2003, 2002
and 2001..................................................................10
Statements of Shareholder's Equity for the years ended December 31, 2003,
2002 and 2001.............................................................11
Statements of Cash Flows for the years ended December 31, 2003, 2002 and
2001......................................................................12
Notes to Financial Statements.............................................13
7
Report of independent auditors omitted pursuant to Rule 3-11 of Regulation S-X.
8
GPC CAPITAL CORP. II
BALANCE SHEETS
December 31,
------------
2003 2002
---- ----
(In thousands)
Total assets --- ---
Commitments and contingent liabilities --- ---
Total liabilities --- ---
Total shareholder's equity --- ---
See accompanying notes to financial statements.
9
GPC CAPITAL CORP. II
STATEMENTS OF OPERATIONS
Year Ended December 31,
-----------------------
2003 2002 2001
---- ---- ----
(In thousands)
Net sales --- --- ---
Operating income --- --- ---
Interest expense, net --- --- ---
Net income --- --- ---
See accompanying notes to financial statements.
10
GPC CAPITAL CORP. II
STATEMENTS OF SHAREHOLDER'S EQUITY
(In thousands)
Balance at January 1, 2001 ---
Balance at December 31, 2001 ---
Balance at December 31, 2002 ---
Balance at December 31, 2003 ---
See accompanying notes to financial statements.
11
GPC CAPITAL CORP. II
STATEMENTS OF CASH FLOWS
Year Ended December 31,
-----------------------
2003 2002 2001
---- ---- ----
(In thousands)
Operating activities --- --- ---
Investing activities --- --- ---
Financing activities --- --- ---
See accompanying notes to financial statements.
12
GPC CAPITAL CORP. II
NOTES TO FINANCIAL STATEMENTS
December 31, 2003
1. Basis of Presentation
GPC Capital Corp. II is a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership formerly known as Graham
Packaging Company ("Holdings"). The sole purpose of GPC Capital Corp. II is to
act as co-obligor with Holdings of the Senior Discount Notes and as co-guarantor
with Holdings under the Senior Credit Agreement (as defined herein). GPC Capital
Corp. II has only nominal assets, does not conduct any operations and did not
receive any of the proceeds of the offering of the Senior Discount Notes.
2. Debt Arrangements
In 1998, Holdings and GPC Capital Corp. II, as co-obligor, issued
$100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169.0 million
aggregate principal amount at maturity) (the "Senior Discount Notes). The Senior
Discount Notes mature on January 15, 2009, with cash interest payable
semi-annually beginning July 15, 2003 at 10.75%.
On February 14, 2003 Graham Packaging Company, L.P. (the "Operating
Company"), Holdings, GPC Capital Corp. I and a syndicate of lenders entered into
a senior credit agreement (the "Senior Credit Agreement"). The Senior Credit
Agreement currently consists of a term loan to the Operating Company with an
initial term loan commitment totaling $570.0 million and a revolving loan
facility to the Operating Company totaling $150.0 million. The obligations of
the Operating Company under the Senior Credit Agreement are guaranteed by
Holdings and certain other subsidiaries of Holdings. The term loan is payable in
quarterly installments and requires payments of $4.0 million in 2004, $20.0
million in 2005, $45.0 million in 2006, $45.0 million in 2007, $200.0 million in
2008, $200.0 million in 2009 and $54.0 million in 2010. The revolving loan
facility expires on the earlier of February 14, 2008 and the term loan maturity
date. On February 25, 2004 the Senior Credit Agreement was amended to permit an
interest rate coupon reduction on the Company's term loan. Interest is payable
at (a) the "Alternate Base Rate" (the higher of the Prime Rate or the Federal
Funds Rate plus 0.50%) plus a margin ranging from 1.50% to 2.75%; or (b) the
"Eurodollar Rate" (the applicable interest rate offered to banks in the London
interbank eurocurrency market) plus a margin ranging from 2.50% to 3.75%. A
commitment fee of 0.50% is due on the unused portion of the revolving loan
commitment. In addition, the Senior Credit Agreement contains certain
affirmative and negative covenants as to the operations and financial condition
of the Company, as well as certain restrictions on the payment of dividends and
other distributions to Holdings. As of December 31, 2003 the Company was in
compliance with all covenants.
13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company's principal executive officer and principal financial
officer, after evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 15d-14(c)) as of the end of the period covered by this
report, have concluded that as of such date the Company's disclosure
controls and procedures were adequate and effective to ensure that
material information relating to GPC Capital Corp. II would be made
known to them by others within the company.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls
or in other factors that could significantly affect GPC Capital Corp.
II's disclosure controls and procedures subsequent to the date of
their evaluation, nor were there any significant deficiencies or
material weaknesses in GPC Capital Corp. II's internal controls. As a
result, no corrective actions were required or undertaken.
14
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted under the reduced disclosure format permitted by General
Instruction I(2)(c) of Form 10-K.
Item 11. Executive Compensation
Omitted under the reduced disclosure format permitted by General
Instruction I(2)(c) of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted under the reduced disclosure format permitted by General
Instruction I(2)(c) of Form 10-K.
Item 13. Certain Relationships and Related Transactions
Omitted under the reduced disclosure format permitted by General
Instruction I(2)(c) of Form 10-K.
15
PART IV
Item 14. Principal Accountant Fees and Services
Pursuant to Rule 3-11 of Regulation S-X, since CapCo II is an inactive
registrant, it is not required to have its financial statements audited. As a
result, CapCo II has not engaged independent accountants to perform audit
services for it in the past two fiscal years, so it has not been billed for fees
in connection with audit or audit-related services in the last two fiscal years.
Furthermore, CapCo II has not retained any accountants to perform any tax or
other services for it in the past two fiscal years, and as a result it also has
not been billed for fees by any accountant for tax or other services during that
time.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following Financial Statement Schedules are included herein:
None.
All other schedules are not submitted because they are not applicable
or not required or because the required information is included in the
financial statements or the notes thereto.
(b) The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 -- Certificate of Incorporation of GPC Capital Corp. II
(incorporated herein by reference to Exhibit 3.7 to the
Registration Statement on Form S-4 filed by the Company on May
26, 1998 (File No. 333-53603-01)).
3.2 -- By-Laws of GPC Capital Corp. II (incorporated herein by
reference to Exhibit 3.8 to the Registration Statement on Form
S-4 filed by the Company on May 26, 1998 (File No.
333-53603-01)).
10.1 -- Credit Agreement dated as of February 14, 2003 among Graham
Packaging Holdings Company, Graham Packaging Company, L.P., GPC
Capital Corp. I, the lending institutions identified in the
Credit Agreement and the agents identified in the Credit
Agreement (incorporated herein by reference to Exhibit 10.1 to
the Annual Report on Form 10-K filed by Graham Packaging
Holdings Company for the fiscal year ended December 31, 2002 on
February 25, 2003 (File No. 333-53603-03)).
10.2 -- First Amendment and Consent to Credit Agreement dated as of
May 13, 2003 (incorporated herein by reference to Exhibit 10.2
to the Registration Statement on Form S-4 filed by Graham
Packaging Holdings Company on July 25, 2003 (File No.
333-107369-01)).
10.3 -- Form of Second Amendment to Credit Agreement dated as of February
25, 2004.
10.4 -- Indenture dated as of February 2, 1998 among Graham Packaging
Holdings Company and GPC Capital Corp. II and The Bank of New
York, as Trustee, relating to the Senior Discount Notes Due 2009
of Graham Packaging Holdings Company and GPC Capital Corp. II
(incorporated herein by reference to Exhibit 4.7 to the
Registration Statement on Form S-4 filed by the Company on May
26, 1998 (File No. 333-53603-01)).
10.5 -- Registration Rights Agreement by and among Graham Packaging
Company, L.P., GPC Capital Corp. II, Graham Capital Corporation,
Graham Family Growth Partnership, BCP/Graham Holdings L.L.C.,
BMP/Graham Holdings Corporation and the other parties named
therein (incorporated herein by reference to Exhibit 10.6 to the
Registration Statement on Form S-4 filed by the Company on July
13, 1998 (File No. 333-53603-01)).
16
Exhibit
Number Description of Exhibit
------ ----------------------
10.6 -- Stockholders' Agreement dated as of February 2, 1998 among
Blackstone Capital Partners III Merchant Banking Fund L.P.,
Blackstone Offshore Capital Partners III L.P., Blackstone Family
Investment Partnership III, L.P., BMP/Graham Holdings
Corporation, Graham Packaging Holdings Company, GPC Capital Corp.
II and BT Investment Partners, Inc. (incorporated herein by
reference to Exhibit 10.10 to the Registration Statement on Form
S-4 filed by the Company on July 13, 1998 (File No.
333-53603-01)).
24 -- Power of Attorney.
31.1 -- Certification required by Rule 15d - 14(a).
31.2 -- Certification required by Rule 15d - 14(a).
32.1 -- Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 -- Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(c) Reports on Form 8-K
No Reports on Form 8-K were required to be filed during the quarter
ended December 31, 2003.
17
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.
Dated: March 25, 2004
GPC CAPITAL CORP. II
(Registrant)
By: /s/ John E. Hamilton
Name: John E. Hamilton
Title: Vice President, Secretary and Assistant
Treasurer and Director
(chief accounting officer and duly
authorized officer)
18
POWER OF ATTORNEY
We, the undersigned officers and directors of GPC Capital Corp. II, do
hereby constitute and appoint Philip R. Yates and John E. Hamilton, or either of
them, our true and lawful attorneys and agents, to sign for us, or any of us, in
our names in the capacities indicated below, any and all amendments to this
report, and to cause the same to be filed with the Securities and Exchange
Commission, granting to said attorneys, and each of them, full power and
authority to do and perform any act and thing necessary or appropriate to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present, and we do hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on the 25th day of March, 2004 by the following
persons on behalf of the registrant and in the capacities indicated, with
respect to GPC Capital Corp. II:
Signature Title
--------- -----
/s/ Philip R. Yates President, Treasurer and Assistant Secretary
Philip R. Yates And Director (Principal Executive Officer)
/s/ John E. Hamilton Vice President, Secretary and Assistant
John E. Hamilton Treasurer and Director (Principal Financial
Officer and Principal Accounting Officer)
/s/ Chinh E. Chu Vice President and Director
Chinh E. Chu
/s/ David A. Stonehill Vice President and Director
David A. Stonehill
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report to security holders covering the registrant's last
fiscal year has been sent to security holders. No proxy statement, form of proxy
or other proxy soliciting material has been sent to more than 10 of the
registrant's security holders with respect to any annual or other meeting of
security holders.
19