UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 23, 2003
| | Exact name of registrant as specified | I.R.S. |
| | in its charter, state of incorporation, | Employer |
| Commission | address of principal executive offices, | Identification |
| File Number | Telephone | Number |
| 1-16305 | PUGET ENERGY, INC. | 91-1969407 |
| | A Washington Corporation. | |
| | 10885 - N.E. 4th Street | |
| | Bellevue, Washington 98004-5515 | |
| | (425) 454-6363 | |
| 1-4393 | PUGET SOUND ENERGY, INC. | 91-0374630 |
| | A Washington Corporation | |
| | 10885 - N.E. 4th Street | |
| | Bellevue, Washington 98004-5515. | |
| | (425) 454-6363 | |
ITEM 9. Regulation FD Disclosure
On October 23, 2003 the Company issued the following press release:
Puget Energy reports third quarter earnings
Bellevue, Wash. (October 23, 2003) — Puget Energy (NYSE: PSD) today reported 2003 third-quarter income for common stock of $9.9 million, or 10 cents per share. In the same period a year ago, Puget Energy’s third quarter results were $6.6 million, or 7 cents per share.
Puget Sound Energy (PSE), the regulated utility subsidiary of Puget Energy, reported third-quarter 2003 income for common stock of $8.4 million compared with $2.8 million for the same period in 2002. Utility results were driven primarily by customer growth, improved gas margin and lower interest expense, partially offset by higher variable power costs. InfrastruX Group, the unregulated utility construction services subsidiary of Puget Energy, contributed third-quarter 2003 net income of $1.6 million compared with $3.9 million for the 2002 period.
“PSE continues to enjoy strong customer growth,” said Puget Energy President and CEO Stephen P. Reynolds. “In addition to being pleased with the quarter, I am also pleased with the progress we have made toward meeting our customers’ needs for electricity in the future,” added Reynolds.
PSE announced yesterday that it has agreed with an affiliate of EPCOR Utilities, Inc. to acquire a 137 megawatt share of the Edmonton, Alberta, company’s 275 megawatt Frederickson Power facility near Tacoma, Washington. The natural gas fired plant began commercial operation last year. PSE’s total investment in the plant will be approximately $80 million, which is lower cost than construction of a new plant. The acquisition, subject to approval by the Washington Utilities and Transportation Commission (WUTC), could be completed in the first quarter of 2004.
Factors in Third-quarter 2003 Results:
| • | PSE margins contributed 3 cents per share more to the 2003 third quarter than in the comparable period one year ago, as described in detail below. |
| • | Reduced PSE interest expense of $2.5 million in the third quarter of 2003 contributed 2 cents per share compared with the same period in 2002, a result of investing the net proceeds from a November 2002 common stock sale in PSE to reduce debt and the refinancing of higher cost securities. Over the last 12 months, PSE has reduced its total debt and debt-like instruments by more than $200 million, demonstrating the company’s commitment to improving PSE’s financial strength. |
| • | PSE’s Other Income increased $2.4 million compared with the same period a year ago, adding approximately 2 cents per share. The increase in Other Income is primarily related to lower costs for long-term equity incentive plans and to gains received on corporate owned insurance. |
| • | PSE’s energy sales to its utility customers are seasonal, with the highest volume of sales occurring during the heating season in the first and fourth calendar quarters and the lowest sales during the third quarter. |
| • | Puget Energy sold approximately $115 million of common stock during the fourth quarter 2002, investing the proceeds in PSE. The dilutive impact of these additional shares reduced earnings by 1 cent per share compared with the third quarter one year ago. |
| • | PSE’s common equity ratio was 37.0 percent at September 30, 2003 compared to 32.7 percent at September 30, 2002. PSE is well ahead of the requirement in its July 2002 rate settlement to rebuild its common equity ratio to 39 percent over a 3½- year period, with milestones of 34 percent, 36 percent and 39 percent at the end of 2003, 2004 and 2005 respectively. |
| • | Puget Energy’s unregulated utility construction services subsidiary, InfrastruX Group, continued to be impacted by the effects of weather and softness in spending by its utility customers, contributing income of $1.6 million in the third quarter of 2003 compared with $3.9 million in the third quarter of 2002. InfrastruX Group’s quarterly results reduced Puget Energy’s income by 2 cents per share in the third quarter of 2003 compared with the same period a year ago. |
Utility Electric Margin:
PSE’s pre-tax electric margin was approximately $2.0 million lower in the third quarter 2003 compared with the third quarter in 2002. The reduction in electric margin primarily reflects $5.8 million of excess variable power costs that PSE absorbed under its PCA mechanism in the third quarter of 2003, offset in part by higher sales of electricity, compared with $1.8 million of excess power costs in the third quarter of 2002.
The PCA mechanism allows the company to recover variable power costs on a shared basis with its customers if PSE’s costs vary from a normalized level established in electric rates. All significant variable power-supply costs are included in the PCA mechanism (hydroelectric generation variability, market price variability for purchased power and surplus power sales, natural gas and coal fuel price variability, generation unit forced outage risk and wheeling cost variability).
Under the PCA, PSE’s cumulative maximum pre-tax earnings exposure due to power-supply cost variations over the four year period ending June 30, 2006 is limited to $40 million plus 1 percent of the excess. As previously reported, the Company expects to reach the $40 million cumulative cap under the PCA mechanism by the end of 2003, primarily as a result of below normal hydroelectric conditions in the Pacific Northwest region. PSE’s share of cumulative variable power cost underrecovery under the PCA mechanism, which began on July 1, 2002, was $29.9 million at September 30, 2003.
PSE’s electric margin represents electrical sales to its retail and transportation customers less the cost of generating and purchasing electric energy sold to customers, including transmission costs to bring electric energy to PSE’s service territory.
Utility Gas Margin:
PSE’s pre-tax gas margin was approximately $6.5 million higher in the third quarter of 2003 compared with the third quarter of 2002 reflecting continued customer growth coupled with the impact of the $35 million annual increase in the general gas tariff that went into effect in September 2002.
PSE’s gas margin represents gas sales to its retail and transportation customers less the cost of gas purchased, including costs to bring gas to PSE’s service territory.
2003 Outlook:
The company reaffirmed its current earnings guidance for its regulated utility subsidiary, PSE, in the range of $1.25 to $1.35 per share, assuming normal weather in the fourth quarter. InfrastruX is expected to contribute less than 5 cents per share to Puget Energy’s 2003 earnings. “While I am disappointed with InfrastruX’s performance in this difficult year for the utility construction services sector, management expects that InfrastruX’s earnings will improve in 2004,” added Reynolds.
Conference Call:
Puget Energy will provide additional information regarding its third-quarter 2003 results during a conference call for analysts scheduled at 10 a.m. ET (7 a.m. PT) tomorrow, Friday, October 24, 2003. The call will be broadcast live through a Web cast atwww.pse.comby accessing the Investors section of the Web site. The Web cast will be archived and available for replay following the live call. A tape-recorded replay of the call will be available two hours after completion of the conference on October 24 through midnight (ET) Friday, November 7, 2003 by dialing 1-888-286-8010 and entering the conference identification number at 60405169.
_________________
Certain statements contained in this news release are “forward-looking statements” within the meaning of the federal securities laws. Although Puget Energy and Puget Sound Energy believe that the expectations reflected in such statements are reasonable, there can be no assurance that the expected results will be achieved. For additional information concerning certain assumptions, risks, and uncertainties involved in the forward-looking statements contained herein, please refer to Puget Energy’s reports on file with the SEC.
PUGET ENERGY — SUMMARY INCOME STATEMENT
(In thousands, except per-share amounts)
| Unaudited | | Unaudited |
|---|
| Three months ended 9/301 | | Nine months ended 9/30 |
|---|
|
| |
| |
| | 2003 | | 20022 | | 2003 | | 20022 |
|---|
|
| |
|
| Operating revenues | | | | | | | | | | | | | | |
| Electric | | | $ | 343,470 | | $ | 299,443 | | $ | 1,108,664 | | $ | 978,814 | |
| Gas | | | | 78,171 | | | 65,788 | | | 382,706 | | | 524,663 | |
| Other | | | | 93,926 | | | 93,245 | | | 258,015 | | | 234,878 | |
|
| |
| |
| |
| |
| Total operating revenues | | | | 515,567 | | | 458,476 | | | 1,749,385 | | | 1,738,355 | |
|
| |
| |
| |
| |
| Operating expenses | | |
| Purchased electricity | | | | 174,937 | | | 132,820 | | | 606,972 | | | 442,731 | |
| Purchased gas | | | | 35,469 | | | 31,126 | | | 179,795 | | | 324,444 | |
| Electric generation fuel | | | | 21,252 | | | 16,856 | | | 47,415 | | | 96,716 | |
| Residential exchange | | | | (32,894 | ) | | (26,427 | ) | | (122,550 | ) | | (100,139 | ) |
| Unrealized (gain) loss on derivative instruments | | | | 905 | | | (335 | ) | | 383 | | | (12,083 | ) |
| Utility operations & maintenance | | | | 67,682 | | | 68,933 | | | 211,632 | | | 208,505 | |
| Other operations & maintenance | | | | 81,435 | | | 76,316 | | | 229,072 | | | 193,025 | |
| Depreciation & amortization | | | | 59,159 | | | 57,190 | | | 176,424 | | | 170,495 | |
| Conservation amortization | | | | 9,897 | | | 4,216 | | | 23,914 | | | 9,985 | |
| Taxes other than income taxes | | | | 43,176 | | | 40,928 | | | 147,787 | | | 159,843 | |
| Income taxes | | | | 160 | | | (245 | ) | | 36,358 | | | 34,332 | |
|
| |
| |
| |
| |
| Total operating expenses | | | | 461,178 | | | 401,378 | | | 1,537,202 | | | 1,527,854 | |
|
| |
| |
| |
| |
| Operating income | | | | 54,389 | | | 57,098 | | | 212,183 | | | 210,501 | |
| Other income (net of tax) | | | | 2,663 | | | 230 | | | 5,614 | | | 4,055 | |
|
| |
| |
| |
| |
| Income before interest charges & minority interest | | | | 57,052 | | | 57,328 | | | 217,797 | | | 214,556 | |
| Interest charges | | |
| Interest expense | | | | 44,845 | | | 48,439 | | | 138,491 | | | 147,518 | |
| Mandatorily redeemable securities interest expense4 | | | | 1,048 | | | -- | | | 1,048 | | | -- | |
|
| |
| |
| |
| |
| Total interest charges | | | | 45,893 | | | 48,439 | | | 139,539 | | | 147,518 | |
|
| |
| |
| |
| |
| Minority interest | | | | 156 | | | 377 | | | 106 | | | 679 | |
|
| |
| |
| |
| |
| Net income before cumulative effect of | | |
| accounting change | | | | 11,003 | | | 8,512 | | | 78,152 | | | 66,359 | |
| FAS-143 transition adjustment loss (net of tax) | | | | -- | | | -- | | | 169 | | | -- | |
|
| |
| |
| |
| |
| Net Income | | | | 11,003 | | | 8,512 | | | 77,983 | | | 66,359 | |
| Less preferred stock dividend accruals4 | | | | 1,118 | | | 1,940 | | | 4,779 | | | 5,892 | |
|
| |
| |
| |
| |
| Income for common stock | | | $ | 9,885 | | $ | 6,572 | | $ | 73,204 | | $ | 60,467 | |
|
| |
| |
| |
| |
| Common shares outstanding | | | | 94,125 | | | 87,618 | | | 93,930 | | | 87,388 | |
| Diluted shares outstanding | | | | 94,635 | | | 87,975 | | | 94,440 | | | 87,737 | |
|
| |
| |
| |
| |
| Basic earnings per common share before | | |
| cumulative effect of accounting change | | | $ | 0.10 | | $ | 0.07 | | $ | 0.78 | | $ | 0.69 | |
| Cumulative effect of accounting change | | | | -- | | | -- | | | -- | | | -- | |
|
| |
| |
| |
| |
| Basic earnings per common share | | | $ | 0.10 | | $ | 0.07 | | $ | 0.78 | | $ | 0.69 | |
|
| |
| |
| |
| |
| Diluted earnings per common share before | | |
| cumulative effect of accounting change | | | $ | 0.10 | | $ | 0.07 | | $ | 0.77 | | $ | 0.69 | |
| Cumulative effect of accounting change | | | | -- | | | -- | | | -- | | | -- | |
|
| |
| |
| |
| |
| Diluted earnings per common share3 | | | $ | 0.10 | | $ | 0.07 | | $ | 0.77 | | $ | 0.69 | |
|
| |
| |
| |
| |
| 1 | Partial-year results may not accurately predict full-year performance, as earnings are significantly affected by weather. |
| 2 | Certain amounts previously reported have been reclassified to conform with current year presentations with no effect on net income. |
| 3 | Diluted earnings per common share include the dilutive effect of securities related to employee compensation plans. |
| 4 | Effective July 1, 2003, SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity," requires companies with equity that has characteristics of debt to classify their dividends as interest expense instead of as preferred stock dividends. |
PUGET SOUND ENERGY1 — UTILITY OPERATING DATA
| Three months ended 9/30 | | Nine months ended 9/30 |
|---|
|
| |
| |
| | 2003 | | 2002 | | 2003 | | 2002 |
|---|
|
| |
| |
| Energy sales revenues ($ in thousands; unaudited) | | | | | | | | | | | | | | |
| Electricity | | |
| Residential | | | $ | 114,544 | | $ | 116,022 | | $ | 442,275 | | $ | 468,069 | |
| Commercial | | | | 135,128 | | | 129,394 | | | 411,231 | | | 399,944 | |
| Industrial | | | | 21,465 | | | 22,869 | | | 66,306 | | | 68,084 | |
| Other retail sales2 | | | | 8,175 | | | 3,782 | | | (7,090 | ) | | (15,806 | ) |
|
| |
| |
| |
| |
| Subtotal, retail sales | | | | 279,312 | | | 272,067 | | | 912,722 | | | 920,291 | |
| Transportation2 | | | | 2,618 | | | 4,791 | | | 9,229 | | | 12,873 | |
| Sales to other utilities & marketers | | | | 52,142 | | | 19,841 | | | 161,782 | | | 50,883 | |
| Other3 | | | | 9,398 | | | 2,744 | | | 24,931 | | | (5,233 | ) |
|
| |
| |
| |
| |
| Total electricity sales | | | | 343,470 | | | 299,443 | | | 1,108,664 | | | 978,814 | |
| Gas | | |
| Residential | | | | 41,281 | | | 33,208 | | | 236,672 | | | 315,670 | |
| Commercial | | | | 24,599 | | | 22,252 | | | 108,135 | | | 163,711 | |
| Industrial | | | | 5,996 | | | 4,947 | | | 19,153 | | | 28,381 | |
|
| |
| |
| |
| |
| Subtotal, retail sales | | | | 71,876 | | | 60,407 | | | 363,960 | | | 507,762 | |
| Transportation | | | | 3,643 | | | 3,068 | | | 10,503 | | | 9,024 | |
| Other | | | | 2,652 | | | 2,313 | | | 8,243 | | | 7,877 | |
|
| |
| |
| |
| |
| Total gas sales | | | | 78,171 | | | 65,788 | | | 382,706 | | | 524,663 | |
|
| |
| |
| |
| |
| Total energy sales revenues | | | $ | 421,641 | | $ | 365,231 | | $ | 1,491,370 | | $ | 1,503,477 | |
|
| Energy sales volumes (Unaudited) | | |
| Electricity (in mWh) | | |
| Residential | | | | 1,854,841 | | | 1,803,389 | | | 7,180,292 | | | 7,340,492 | |
| Commercial | | | | 2,058,314 | | | 1,986,181 | | | 6,100,560 | | | 5,979,395 | |
| Industrial | | | | 341,076 | | | 367,484 | | | 1,030,225 | | | 1,062,665 | |
| Other2 | | | | 73,560 | | | 30,009 | | | (186,586 | ) | | (319,042 | ) |
|
| |
| |
| |
| |
| Subtotal, retail sales | | | | 4,327,791 | | | 4,187,063 | | | 14,124,491 | | | 14,063,510 | |
| Transportation2 | | | | 521,252 | | | 730,959 | | | 1,521,366 | | | 1,801,715 | |
| Sales to other utilities & marketers | | | | 1,215,015 | | | 1,026,461 | | | 4,293,359 | | | 2,379,170 | |
|
| |
| |
| |
| |
| Total mWh | | | | 6,064,058 | | | 5,944,483 | | | 19,939,216 | | | 18,244,395 | |
| Gas (in 000's of therms) | | |
| Residential | | | | 42,353 | | | 33,521 | | | 315,033 | | | 337,893 | |
| Commercial | | | | 34,139 | | | 35,530 | | | 177,915 | | | 207,694 | |
| Industrial | | | | 9,458 | | | 9,048 | | | 32,968 | | | 37,992 | |
| Transportation | | | | 46,152 | | | 47,776 | | | 155,284 | | | 151,532 | |
|
| |
| |
| |
| |
| Total gas volumes | | | | 132,102 | | | 125,875 | | | 681,200 | | | 735,111 | |
|
| Margins4 ($ in thousands; unaudited) | | |
| Electric | | | $ | 139,610 | | $ | 141,564 | | $ | 458,536 | | $ | 437,422 | |
| Gas | | | | 33,606 | | | 27,080 | | | 161,400 | | | 149,401 | |
|
| Customers served5 (Unaudited) | | |
| Electricity | | |
| Residential | | | | 856,801 | | | 842,170 | | | 851,994 | | | 838,899 | |
| Commercial | | | | 109,403 | | | 103,538 | | | 108,118 | | | 102,337 | |
| Industrial | | | | 3,947 | | | 3,897 | | | 3,947 | | | 3,929 | |
| Other | | | | 2,084 | | | 1,931 | | | 2,048 | | | 1,891 | |
| Transportation | | | | 16 | | | 15 | | | 16 | | | 15 | |
|
| |
| |
| |
| |
| Total electricity customers | | | | 972,251 | | | 951,551 | | | 966,123 | | | 947,071 | |
| Gas | | |
| Residential | | | | 585,947 | | | 565,585 | | | 580,704 | | | 562,539 | |
| Commercial | | | | 47,488 | | | 46,347 | | | 47,244 | | | 46,407 | |
| Industrial | | | | 2,709 | | | 2,735 | | | 2,721 | | | 2,775 | |
| Transportation | | | | 134 | | | 129 | | | 135 | | | 117 | |
|
| |
| |
| |
| |
| Total gas customers | | | | 636,278 | | | 614,796 | | �� | 630,804 | | | 611,838 | |
|
| Weather(Unaudited) | | |
| Actual heating degree days | | | | 135 | | | 235 | | | 2,832 | | | 3,324 | |
| Normal heating degree days6 | | | | 238 | | | 238 | | | 3,068 | | | 3,068 | |
| 1 | Puget Sound Energy (PSE) is the electric and natural gas utility subsidiary of Puget Energy. |
| 2 | Includes change in unbilled revenues. |
| 3 | Includes Conservation Trust collection and sales of non-core gas supplies. As of the third quarter 2003 the Conservation Trust payments to bondholders are no longer shown as a reduction in revenue but as an expense due to the consolidation of the Conservation Trust onto Puget Sound Energy’s books beginning July 1, 2003. There is no impact on net income. |
| 4 | Electric margin is electric sales to retail and transportation customers less the cost of generating and purchasing electric energy sold to customers, including transmission costs, to bring electric energy to PSE’s service territory. Gas margin is gas sales to retail and transportation customers less the cost of gas purchased, including gas transportation costs, to bring gas to PSE’s service territory. |
| 5 | Quarterly data represents average served during September; Nine months ended data represents average for the nine months ended. |
| 6 | Seattle-Tacoma Airport statistics reported by NOAA which are based on a 30-year average, 1971-2000. |
PUGET ENERGY — SEGMENT RESULTS
(in thousands) |
| Three months ended 9/30/03(Unaudited) | Regulated Utility
Operations | InfrastruX | Other1 | Puget Energy
Total |
|
| Revenues | | | $ | 421,641 | | $ | 93,142 | | $ | 784 | | $ | 515,567 | |
| Depreciation and amortization | | | | 54,881 | | | 4,216 | | | 62 | | | 59,159 | |
| Income taxes | | | | (1,260 | ) | | 1,492 | | | (72 | ) | | 160 | |
| Operating income | | | | 51,081 | | | 3,390 | | | (82 | ) | | 54,389 | |
| Interest charges | | | | 44,178 | | | 1,662 | | | 53 | | | 45,893 | |
| Net income | | | | 9,396 | | | 1,616 | | | (9 | ) | | 11,003 | |
| Goodwill, net | | | | -- | | | 134,692 | | | -- | | | 134,692 | |
| Total assets | | | | 5,104,096 | | | 348,998 | | | 78,337 | | | 5,531,431 | |
|
| Three months ended 9/30/02(Unaudited) | | |
|
| Revenues | | | $ | 365,231 | | $ | 92,373 | | $ | 872 | | $ | 458,476 | |
| Depreciation and amortization | | | | 53,351 | | | 3,784 | | | 55 | | | 57,190 | |
| Income taxes | | | | (3,862 | ) | | 3,564 | | | 53 | | | (245 | ) |
| Operating income | | | | 51,002 | | | 5,871 | | | 225 | | | 57,098 | |
| Interest charges | | | | 46,876 | | | 1,563 | | | -- | | | 48,439 | |
| Net income | | | | 4,335 | | | 3,952 | | | 225 | | | 8,512 | |
|
| Nine months ended 9/30/03(Unaudited) | | |
|
| Revenues | | | $ | 1,491,370 | | $ | 256,162 | | $ | 1,853 | | $ | 1,749,385 | |
| Depreciation and amortization | | | | 164,074 | | | 12,176 | | | 174 | | | 176,424 | |
| Income taxes | | | | 35,528 | | | 964 | | | (134 | ) | | 36,358 | |
| Operating income | | | | 206,856 | | | 5,236 | | | 91 | | | 212,183 | |
| Interest charges | | | | 135,349 | | | 4,119 | | | 71 | | | 139,539 | |
| Net income | | | | 74,939 | | | 1,007 | | | 2,037 | | | 77,983 | |
|
| Nine months ended 9/30/02(Unaudited) | | |
|
| Revenues | | | $ | 1,503,477 | | $ | 229,256 | | $ | 5,622 | | $ | 1,738,355 | |
| Depreciation and amortization | | | | 161,024 | | | 9,308 | | | 163 | | | 170,495 | |
| Income taxes | | | | 26,102 | | | 6,514 | | | 1,716 | | | 34,332 | |
| Operating income | | | | 196,021 | | | 12,034 | | | 2,446 | | | 210,501 | |
| Interest charges | | | | 143,558 | | | 3,960 | | | -- | | | 147,518 | |
| Net income | | | | 56,616 | | | 7,476 | | | 2,267 | | | 66,359 | |
|
| Goodwill at 12/31/02 | | | $ | -- | | $ | 125,555 | | $ | -- | | $ | 125,555 | |
| Total assets at 12/31/02 | | | | 5,208,487 | | | 319,248 | | | 129,756 | | | 5,657,491 | |
|
| 1 | | Includes the non-regulated subsidiaries of Puget Sound Energy and miscellaneous holding company expenses. The principal non-regulated subsidiary of PSE is a real estate development company. |
| PUGET SOUND ENERGY — CAPITALIZATION |
| (In thousands) | (Unaudited)
At September 30,
2003 | At December 31,
2002 |
|
| | Amount | | % | | Amount | | % |
|---|
|
| Short-term debt | | | $ | 9,330 | | 0 | .2% | | $ | 30,340 | | | 0 | .7% |
| Corporation obligated, mandatorily redeemable | | |
| securities of subsidiary trust holding solely | | |
| junior subordinated debentures of the corporation | | | | 280,250 | | 7 | .2% | | | 300,000 | | | 7 | .6% |
| Mandatorily Redeemable Preferred Stock and | | |
| Long-term debt, including current maturities | | | | 2,112,700 | | 54 | .1% | | | 2,136,994 | | | 54 | .1% |
| Preferred Stock | | | | 60,000 | | 1 | .5% | | | 60,000 | | | 1 | .5% |
| Common Equity | | | | 1,443,665 | | 37 | .0% | | | 1,426,121 | | | 36 | .1% |
|
| Total capitalization including short-term debt | | | $ | 3,905,945 | | 100 | .0% | | $ | 3,953,455 | | | 100 | .0% |
|
| PUGET SOUND ENERGY | | |
| Unrestricted cash | | | $ | 17,943 | | | | | $ | 161,475 | | | | |
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| | Corporate Secretary and Chief Accounting Officer |
Date: October 23, 2003
