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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

OR

FOR THE TRANSITION PERIOD FROM: NOT APPLICABLE

COMMISSION FILE NUMBER: 1-14776

HEARST-ARGYLE TELEVISION, INC.

(Exact name of registrant as specified in its charter)

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 twelve 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  

Yes x    No ¨

As of April 30, 2003, the registrant had 92,538,731 shares of common stock outstanding, consisting of 51,240,083 shares of Series A Common Stock, and 41,298,648 shares of Series B Common Stock.

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HEARST-ARGYLE TELEVISION, INC.

Index

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PART I

FINANCIAL INFORMATION

Item 1.    Financial Statements

HEARST-ARGYLE TELEVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

See notes to condensed consolidated financial statements.

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HEARST-ARGYLE TELEVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

See notes to condensed consolidated financial statements.

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HEARST-ARGYLE TELEVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

See notes to condensed consolidated financial statements.

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HEARST-ARGYLE TELEVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See notes to condensed consolidated financial statements.

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HEARST-ARGYLE TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2003

1.    BASIS OF PRESENTATION

General

The condensed consolidated financial statements include the accounts of Hearst-Argyle Television, Inc. (the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2003 and 2002 are not necessarily indicative of the results that may be expected for a full year. Certain reclassifications have been made to the 2002 condensed consolidated financial statements to conform with classifications used as of and for the period ended March 31, 2003.

2.    RECENT ACCOUNTING PRONOUNCEMENTS

In November 2002, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. FIN 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligations undertaken in issuing the guarantee. The initial recognition and measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for financial statements ending after December 15, 2002. The Company adopted the disclosure provisions of FIN 45 on December 31, 2002 and the recognition and measurement provisions on January 1, 2003. The adoption of FIN 45 did not have a material effect on the Company’s consolidated financial statements.

In December 2002, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure (“SFAS 148”). SFAS 148 amends SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS 123”) to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The Black-Scholes option pricing model is commonly used in the fair value based method. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used in reported results. The provisions of SFAS 148 are effective for financial statements for fiscal years and interim periods ending after December 15, 2002. The disclosure provisions of SFAS 148 were adopted by the Company on December 31, 2002. SFAS 148 did not require the Company to change to the fair value based method of accounting for stock-based compensation.

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HEARST-ARGYLE TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2003

3.    STOCK-BASED COMPENSATION

The Company accounts for employee stock-based compensation under APB No. 25, Stock Issued to Employees (“APB 25”) and related interpretations. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. The Company has adopted the disclosure-only provisions of SFAS 123.

The following table details the effect on net income and earnings per share had compensation expense been recorded based on the fair value method under SFAS 123, as amended:

4.    LONG-TERM DEBT

Long-term debt as of March 31, 2003 and December 31, 2002 consisted of the following:

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HEARST-ARGYLE TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2003

5.    EARNINGS PER SHARE

The calculation of basic earnings per share (“EPS”) for each period is based on the weighted average number of common shares outstanding during the period. The calculation of dilutive EPS for each period is based on the weighted average number of common shares outstanding during the period, plus the effect, if any, of dilutive common stock equivalent shares. The following tables set forth a reconciliation between basic and diluted EPS:

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HEARST-ARGYLE TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2003

6.    GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets as of March 31, 2003 and December 31, 2002 consisted of the following:

On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), which requires that goodwill and intangible assets with indefinite useful lives (FCC licenses) no longer be amortized, but instead be assessed for impairment at least annually by applying a fair value-based test. SFAS 142 also requires that intangible assets with determinable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS 144. The Company’s annual amortization expense for intangible assets with determinable useful lives is estimated to be approximately $2.4 to $2.5 million per year.

The Company completed its initial goodwill impairment review during the first quarter of 2002 and its annual goodwill impairment review during the fourth quarter of 2002 using a fair value approach in accordance with SFAS 142 and found no impairment. In addition, no evidence of impairment was found with regard to the Company’s FCC licenses. In 2002, the Company made an adjustment of approximately $0.4 million to the carrying value of goodwill to finalize certain purchase accounting adjustments.

7.    RELATED PARTY TRANSACTIONS

The Hearst Corporation.    As of March 31, 2003, The Hearst Corporation (“Hearst”) owned approximately 37.7% of the Company’s outstanding Series A common stock and 100% of the Company’s Series B common stock, representing in the aggregate approximately 65.5% of the outstanding voting power of the Company’s common stock. During the three months ended March 31, 2003, the Company entered into the following transactions with Hearst or parties related to Hearst:

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HEARST-ARGYLE TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2003

NBC.    In August 2001, the Company contributed its production-and-distribution unit to NBC/Hearst-Argyle Syndication, LLC in exchange for a 20% equity interest in this entity. NBC/Hearst-Argyle Syndication, LLC is a limited liability company formed by NBC Enterprises and the Company to produce and syndicate first-run broadcast and original-for-cable programming. This investment is accounted for under the equity method. The Company’s share of the loss in NBC/Hearst-Argyle Syndication, LLC is included in Equity in loss of affiliates in the accompanying condensed consolidated statements of income. Emerson Coleman, an officer of the Company, is a member of the Board of Directors of NBC/Hearst-Argyle Syndication, LLC, from which he does not receive compensation for his services.

IBS.    In December 1999, the Company invested $20 million of cash in Internet Broadcasting Systems, Inc. (“IBS”) in exchange for an equity interest in IBS. In May 2001, the Company invested an additional $6 million of cash for a total investment of $26 million in IBS. This investment is accounted for under the equity method. The Company’s share of the loss of IBS is included in Equity in loss of affiliates in the accompanying condensed consolidated statements of income. Since January 2001, Harry T. Hawks, Executive Vice President and Chief Financial Officer of the Company, and since October 2002 Terry Mackin, Executive Vice President of the Company, have both served on the Board of Directors of IBS, from which they do not receive compensation for their services. From December 1999 through October 2002, David J. Barrett, President and Chief Executive Officer of the Company, served on the Board of Directors of IBS, from which he did not receive compensation for his services. In addition, IBS also provides hosting services for the Company’s corporate Web site for a nominal amount.

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HEARST-ARGYLE TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2003

ProAct Technologies Corporation.    In the three months ended March 31, 2003, the Company did not receive revenues from ProAct, one of the Company’s equity interest investments (which is accounted for using the cost method). The Company recorded approximately $3.2 million in the three months ended March 31, 2002, relating to advertising sales to ProAct. Since February 2003, Harry T. Hawks, the Company’s Executive Vice President and Chief Financial Officer, has served on the Board of Directors of ProAct, from which he does not receive compensation for his services. From March 2000 through December 2002, Bob Marbut, former Chairman of the Board of Directors and Co-Chief Executive Officer of the Company, served on the Board of Directors of ProAct, from which he did not receive compensation for his services.

J.P. Morgan Chase Bank.    The lead agent bank under the Company’s $750 million credit facility entered into in April 1999 is J.P. Morgan Chase Bank (“Chase”). The credit facility matures on April 12, 2004, and borrowings thereunder bear interest at an applicable margin that varies based on the Company’s ratio of total debt to operating cash flow. The Company is required to pay an annual commitment fee based on the unused portion of the credit facility. Frank A. Bennack, Jr., a Director of the Company, is also a Director of Chase.

Argyle Communications, Inc.    The Company had a consulting agreement with Argyle Communications, Inc. (“ACI”) through December 31, 2002 for the services of Bob Marbut, the Company’s former non-executive Chairman of its Board of Directors, in connection with his rendering advice and his participation in strategic planning and other similar services. The Company made payments of approximately $0.1 million in the three months ended March 31, 2002 in connection with the consulting agreement with ACI. Mr. Marbut is the sole stockholder of ACI.

Small Business Television.    The Company utilizes Small Business Television’s (“SBTV”) services to provide television stations with additional revenue through the marketing and sale of commercial time to smaller businesses that do not traditionally use television advertising due to costs. In both the three months ended March 31, 2003 and 2002, these sales generated revenues of approximately $0.2 million, of which approximately $0.1 million was distributed to SBTV and approximately $0.1 million was distributed to the Company. Mr. Dean Conomikes, the owner of SBTV, is the son of John J. Conomikes, a member of the Company’s Board of Directors.

Other Related Parties.    In the ordinary course of business, the Company enters into transactions with other related parties, none of which were significant to the Company’s financial results during the three months ended March 31, 2003 and 2002.

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HEARST-ARGYLE TELEVISION, INC.

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Hearst-Argyle Television, Inc. and subsidiaries (the “Company”) owns and operates 24 network-affiliated television stations and provides management services to two network-affiliated and one independent television stations and two radio stations (collectively the “Managed Stations”) in exchange for a management fee. See Note 7 of the condensed consolidated financial statements. The results of operations for the three months ended March 31, 2003 and 2002 include: (i) the results of the Company’s 24 television stations which were owned for the entire periods presented and (ii) the management fees earned by the Company from the Managed Stations for the entire periods presented.

Three Months Ended March 31, 2003

Compared to Three Months Ended March 31, 2002

Total revenues.    Total revenues includes: (i) cash and barter advertising revenues, net of agency and national representatives’ commissions, (ii) network compensation and (iii) other revenues, which represented less than 3.0% of total revenues. Total revenues in the three months ended March 31, 2003 were $149.3 million, as compared to $154.9 million in the three months ended March 31, 2002, a decrease of $5.6 million or 3.6%. This decrease was primarily attributable to the following factors:

Salaries, benefits and other operating costs.    Salaries, benefits and other operating costs were $79.8 million in the three months ended March 31, 2003, as compared to $79.3 million in the three months ended March 31, 2002, an increase of $0.5 million or 0.6%. This increase was primarily due to (i) an increase in insurance costs and (ii) an increase in pension expense; partially offset by (iii) a decrease of $2.4 million in bad debt expense.

Amortization of program rights.    Amortization of program rights was $16.1 million in the three months ended March 31, 2003, as compared to $14.9 million in the three months ended March 31, 2002, an increase of $1.2 million or 8.1%. This increase was primarily due to new strategic program rights acquisitions at the Company’s television stations in the Sacramento, California and Winston-Salem/Greensboro, North Carolina markets.

Depreciation and amortization.    Depreciation and amortization was $11.0 million in the three months ended March 31, 2003, as compared to $10.4 million in the three months ended March 31, 2002, an increase of $0.6 million or 5.8%. Depreciation expense was $10.3 million in the three months ended March 31, 2003, as compared to $10.4 million in the three months ended March 31, 2002, a decrease of $0.1 million or 1.0%. Amortization was $0.6 million in the three months ended March 31, 2003, as compared to $0.03 million in the three months ended March 31, 2002, an increase of $0.57 million, principally resulting from amortization of network affiliation agreement intangible assets. The Company estimates its amortization expense for definite-lived intangible assets (which includes network affiliation agreements) to be $2.5 million for the year ended December 31, 2003. See Note 6 of the condensed consolidated financial statements.

Corporate, general and administrative expenses.    Corporate, general and administrative expenses were $4.9 million in the three months ended March 31, 2003, as compared to $3.8 million in the three months ended March 31, 2002, an increase of $1.1 million or 28.9%. This increase was primarily due to: (i) an increase in director and officer liability insurance premiums; and (ii) an increase in professional fees.

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HEARST-ARGYLE TELEVISION, INC.

Operating income.    Operating income was $37.5 million in the three months ended March 31, 2003, as compared to $46.4 million in the three months ended March 31, 2002, a decrease of $8.9 million or 19.2%. This net decrease in the operating income was due to the items discussed above.

Interest expense, net.    Interest expense, net of interest income, was $17.4 million in the three months ended March 31, 2003, as compared to $18.4 million in the three months ended March 31, 2002, a decrease of $1.0 million or 5.4%. This decrease in interest expense, net, was primarily due to a lower outstanding debt balance in the first quarter of 2003 than in the first quarter of 2002. The Company’s outstanding debt balance as of March 31, 2003 was approximately $944.5 million, as compared to approximately $1.1 billion as of March 31, 2002. See Note 4 of the condensed consolidated financial statements.

Dividends on redeemable convertible preferred securities.    Dividends on redeemable convertible preferred securities were $3.75 million in both the three months ended March 31, 2003 and 2002. The dividends are accrued in connection with the private placement of redeemable convertible preferred securities in the amount of $200 million by a consolidated subsidiary trust of the Company, in December 2001. The dividend payments are tax-deductible by the Company. The net proceeds of $194.8 million (after payment of issuance costs of $5.2 million) from the private placement were utilized by the Company to reduce outstanding borrowings under the credit facility.

Equity in loss of affiliates.    Equity in loss of affiliates was approximately $0.1 million in the three months ended March 31, 2003, as compared to $1.1 million in the three months ended March 31, 2002, a decrease of $1.0 million or 90.9%. This decrease was primarily due to the improved operating results of the operating entities related to Internet Broadcasting Systems, Inc. (“IBS”). Equity in loss of affiliates represents the Company’s equity interests in the financial results of its unconsolidated affiliates, which included (i) entities related to IBS and (ii) NBC/Hearst-Argyle Syndication, LLC in the three months ended March 31, 2003 and 2002.

Income taxes.    Income tax expense was $6.2 million in the three months ended March 31, 2003, as compared to $8.9 million in the three months ended March 31, 2002, a decrease of $2.7 million or 30.3%. This decrease was primarily due to the decrease in income attributable to the items described above. The effective tax rate was 38.0% in the three months ended March 31, 2003, as compared to 38.4% in the three months ended March 31, 2002. The Company expects its effective tax rate for the year ending December 31, 2003 to be approximately 38.0%. Income tax expense represents federal and state income taxes as calculated on the Company’s income before income taxes.

Net income.    Net income was $10.1 million in the three months ended March 31, 2003, as compared to $14.3 million in the three months ended March 31, 2002, a decrease of $4.2 million or 29.4%. This decrease was due to the items discussed above, primarily a decrease of $8.9 million in operating income, partially offset by a decrease of $1.0 million in interest expense, net, a decrease of $1.0 million in equity loss in affiliates, and a decrease of $2.7 million in income tax expense, in the three months ended March 31, 2003, as compared to the three months ended March 31, 2002.

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HEARST-ARGYLE TELEVISION, INC.

Liquidity and Capital Resources

Operating Activities

Net cash provided by operating activities was $35.4 million in the three months ended March 31, 2003, as compared to $51.4 million in the three months ended March 31, 2002, a decrease of $16.0 million. This decrease was primarily due to (i) the decrease in the Company’s net revenues and net income compared to the same period in 2002, as discussed above under “Total revenues” and “Net income”; (ii) an increase in net cash paid for income taxes; and (iii) changes in working capital, primarily a decrease in accrued liabilities (see “changes in operating assets and liabilities in the accompanying condensed consolidated statements of cash flows). See the accompanying condensed consolidated statements of cash flows for a reconciliation of “net income” to “net cash provided by operating activities.”

Investing Activities

Net cash used in investing activities was $6.1 million in the three months ended March 31, 2003, as compared to $5.9 million in the three months ended March 31, 2002, an increase of $0.2 million or 3.4%. During both periods, the Company’s primary investing activities were equipment purchases related to (i) special projects and towers; (ii) digital conversions, as mandated by the Federal Communications Commission (“FCC”); and (iii) maintenance.

Capital expenditures were $6.1 million and $5.9 million in the three months ended March 31, 2003 and 2002, respectively, and were funded using the Company’s net cash provided by operating activities. For the year ended December 31, 2002, capital expenditures were $25.9 million, including approximately (i) $15.4 million in digital conversion; (ii) $5.4 million in maintenance projects; and (iii) $5.1 million in special projects. For the year ending December 31, 2003, the Company expects to spend approximately $30.0 million in capital expenditures, including approximately (i) $5.0 million in digital projects; (ii) $16.5 million in maintenance projects; and (iii) $8.5 million in special projects. Since 1997 through March 31, 2003, the Company has invested approximately $56.8 million in capital expenditures related to digital conversions. The Company anticipates that it will make additional investments of approximately $13.0 to $16.0 million by December 31, 2004 in order to complete digital conversions for all of its stations, including satellite stations.

Financing Activities

Net cash used in financing activities was $28.0 million in the three months ended March 31, 2003, as compared to $42.4 million in the three months ended March 31, 2002, a decrease of $14.4 million or 34.0%. The Company used cash provided by operating activities to pay down the credit facility in the net amount of $29.0 million in the three months ended March 31, 2003 and $44.0 million in the three months ended March 31, 2002.

The Company’s debt obligations contain certain financial and other covenants and restrictions on the Company. Certain of the financial covenants include credit ratios such as leverage, interest coverage and fixed charges coverage, but such covenants do not include any triggers explicitly tied to the Company’s credit ratings or stock price. The Company is in compliance with all such covenants and restrictions as of March 31, 2003.

On February 27, 2003, a holder of the Company’s Series A Preferred Stock, exercised their right to convert 1,900 shares of Series A Preferred Stock into 89,445 shares of the Company’s Series A Common Stock. On July 29, 2002, a holder of the Company’s Series A Preferred Stock, exercised their right to convert 1,657 shares of Series A Preferred Stock into 79,959 shares of the Company’s Series A Common Stock. As of March 31, 2003, the Company had 7,381 shares outstanding of Series A Preferred Stock and 10,938 shares outstanding of Series B Preferred Stock.

As of March 31, 2003, the Company’s long-term debt obligations were $944.3 million, of which approximately 93.4% matures after 2005. See Note 4 of the condensed consolidated financial statements. Of the Company’s long-term debt obligations as of March 31, 2003, approximately 93% bear interest at a fixed rate and 7% bear interest at a variable rate. The Company’s credit ratings for its long-term debt obligations, respectively, were BBB- by Standard & Poor’s and Baa3 by Moody’s Investors Service, as of March 31, 2003. Such credit ratings are considered to be investment grade.

The Company anticipates that its primary sources of cash, which include current cash balances, cash provided by operating activities, and amounts available under the existing credit facility, will be sufficient to finance the operating and working capital requirements of its stations, the Company’s debt service requirements, anticipated capital expenditures, and other obligations of the Company for both the next 12 months and the foreseeable future thereafter.

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HEARST-ARGYLE TELEVISION, INC.

Forward-Looking Statements

This report includes or incorporates forward-looking statements. The Company has based these forward-looking statements on the Company’s current expectations and projections about future events. Forward-looking statements may be contained in this report, concerning, among other things, trends involving net revenues, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, the Company’s ability to service and refinance its outstanding debt, successful integration of acquired television stations (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets served by the Company, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments, and major world news events. Other matters set forth in this report, or in the documents incorporated herein by reference may also cause actual results in the future to differ materially from those described in the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s credit facility is sensitive to changes in interest rates. As of March 31, 2003, the Company was not involved in any derivative financial instruments. However, the Company may consider certain interest-rate risk strategies in the future.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.    The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report. The Company’s disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on this evaluation, David J. Barrett, the Company’s President and Chief Executive Officer, and Harry T. Hawks, the Company’s Executive Vice President and Chief Financial Officer, have concluded that these controls and procedures are effective.

(b) Changes in internal controls.    There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of Company’s evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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HEARST-ARGYLE TELEVISION, INC.

PART II

OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

    (a) Exhibits:

    (b) Reports on Form 8-K:

On February 7, 2003, the Company filed a Current Report on Form 8-K reporting the issuance of a press release relating to financial results and earnings for the Company’s annual period ended December 31, 2002.

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Hearst-Argyle Television, Inc.

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.

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CERTIFICATIONS

I, David J. Barrett, certify that:

Date: May 2, 2003

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CERTIFICATIONS—(Continued)

I, Harry T. Hawks, certify that:

Date: May 2, 2003

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EXHIBIT INDEX

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