UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| SECURITIES EXCHANGE ACT OF 1934 |
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| For the Fiscal Year Ended December 31, 2006 |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number 1-9145
ML MACADAMIA ORCHARDS, L.P.
(Exact Name of registrant as specified in its charter)
DELAWARE |
| 99-0248088 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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26-238 Hawaii Belt Road, HILO, HAWAII |
| 96720 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: |
| (808) 969-8057 |
Registrant’s website: |
| www.mlmacadamia.com |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class |
| Name of Each Exchange on Which Registered |
Depositary Units Representing |
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Class A Limited Partners’ Interests |
| New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of 15(d) of the Act.
Yes o No x
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 o
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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to this 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large accelerated filer o Accelerated filer o Non-accelerated filer x
Indicate by check mark whether the Registrant is a shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934. Yes o No x
As of April 11, 2007, 7,500,000 shares of the registrant’s Class A Units were outstanding, and the aggregate market value of such Units held by non-affiliates was $41,925,000 (based on the closing price on that date of $5.59 per Unit).
EXPLANATORY NOTE
This Amendment on Form 10-K/A to the Partnership’s Annual Report in Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on April 16, 2007 is filed to amend and revise the following:
Part II, Item 5. Market for Registrant’s Class A Units and Related Unitholder Matters
Restrictions on Cash Distribution is revised from:
In connection with the Partnership’s Credit Agreement with American AgCredit Capital Markets, cash distributions to partners are restricted unless the Partnership is in compliance with specified terms and conditions of the Credit Agreement, including restrictions on further indebtedness, sales of assets, and maintenance of certain financial ratios. The Partnership was in compliance with the terms and conditions of the Credit Agreement at December 31, 2006 and December 31, 2005.
To:
In connection with the Partnership’s Credit Agreement with American AgCredit Capital Markets, cash distributions to partners are restricted unless the Partnership is in compliance with specified terms and conditions of the Credit Agreement, including restrictions on further indebtedness, sales of assets, and maintenance of certain financial ratios. The credit agreements with American AgCredit, PCA, contain various financial covenants. The Partnership was in compliance with all debt covenants at December 31, 2005. At December 31, 2006 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
Part II, Item. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources the third paragraph is revised from:
The Partnership was in compliance with the terms and conditions of the Credit Agreement at December 31, 2006 and December 31, 2005.
To:
The Partnership was in compliance with all debt covenants at December 31, 2005. At December 31, 2006 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
Notes to Consolidated Financial Statements (7) Short-Term and Long-Term Credit the last paragraph last sentence is revised from:
2
The Partnership was in compliance with all covenants of the Credit Agreement at December 31, 2006 and December 31, 2005.
To:
The Partnership was in compliance with all debt covenants at December 31, 2005. At December 31, 2006 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
In order to preserve the nature and character of the disclosures as originally filed, except to make the revisions described above, no attempt has been made in this Amendment to modify or update disclosures as presented in the Partnership’s Annual Report for events that occurred subsequent to its original filing on April 16, 2007. Accordingly, this Amendment should be read in conjunction with the Partnership’s subsequent filings with the Commission.
3
ITEM 5. MARKET FOR REGISTRANT’S CLASS A UNITS AND
RELATED UNITHOLDER MATTERS
The Partnership’s Class A Depositary Units are listed for trading on the New York Stock Exchange (symbol = NUT). There were 1,010 registered holders of Class A Depositary Units on December 31, 2006.
Distributions declared and high and low sales prices of the Class A Depositary Units, based on New York Stock Exchange daily composite transactions, are shown in the table below:
| Distribution |
| High |
| Low |
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2006: | 4th Quarter |
| $ | 0.050 |
| 6.55 |
| 5.35 |
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| 3rd Quarter |
| 0.050 |
| 5.61 |
| 5.25 |
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| 2nd Quarter |
| 0.050 |
| 5.99 |
| 5.30 |
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| 1st Quarter |
| 0.050 |
| 6.00 |
| 5.65 |
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2005: | 4th Quarter |
| $ | 0.050 |
| 6.09 |
| 5.60 |
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| 3rd Quarter |
| 0.050 |
| 6.19 |
| 5.30 |
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| 2nd Quarter |
| 0.050 |
| 6.19 |
| 5.45 |
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| 1st Quarter |
| 0.050 |
| 6.26 |
| 5.45 |
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Restrictions on Cash Distributions
In connection with the Partnership’s Credit Agreement with American AgCredit Capital Markets, cash distributions to partners are restricted unless the Partnership is in compliance with specified terms and conditions of the Credit Agreement, including restrictions on further indebtedness, sales of assets, and maintenance of certain financial ratios. In connection with the Partnership’s Credit Agreement with American AgCredit Capital Markets, cash distributions to partners are restricted unless the Partnership is in compliance with specified terms and conditions of the Credit Agreement, including restrictions on further indebtedness, sales of assets, and maintenance of certain financial ratios. The credit agreements with American AgCredit, PCA, contain various financial covenants. The Partnership was in compliance with all debt covenants at December 31, 2005. At December 31, 2006 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
4
Net cash provided by operations was $8.2 million in 2006 compared to $1.9 million in 2005. The significant increase of $6.3 million is a result of the payment terms of the nut purchase contracts changing from quarterly to 30 days from date of delivery. Net cash provided by operations was $1.9 million in 2005, an increase of approximately $1.6 million compared to 2004. Net cash provided by operations in 2004 was $368,000.
At December 31, 2006 the Partnership’s working capital was $3.9 million and its current ratio was 2.54 to 1, compared to $3.4 million and 1.59 to 1 in 2005. In 2005 the Partnership’s working capital was $3.4 million and its current ratio 1.59 to 1, compared to $2.9 million and 1.63 to 1 in 2004. In 2004 the Partnership’s working capital was $2.9 million and its current ratio was 1.63 to 1, compared to $4.2 million and 2.55 to 1 in 2003. In 2006 the increase in working capital compared to 2005 was the result of lower cost of goods sold, interest expense, income taxes, higher interest income and other income offset by higher general and administrative costs. In 2005 the increase in working capital compared to 2004 was result of higher revenue and lower general and administrative costs. In 2004 the decrease in working capital compared to 2003 was a result of lower revenue and higher general and administrative costs.
The Partnership was in compliance with all debt covenants at December 31, 2005. At December 31, 2006 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
Capital expenditures in 2006, 2005 and 2004 were $509,000, $83,000, and $172,000, respectively. The increase in 2006 was attributed to the purchase of 21 tree acres of macadamia orchards for $440,000, computers, a vehicle and upgrades to operating machinery. The decrease in 2005 was the result of fewer computer purchases and modifications to farming equipment than 2004. Capital expenditures in 2004 were the result of purchases of expiring leases. Capital expenditures planned for 2007 are about $500,000 and are expected to be financed by way of new equipment leases, either capital or operating leases.
Macadamia nut farming is seasonal, with production peaking late in the fall. However, farming operations continue year round. As a result, additional working capital is required for much of the year. The Partnership meets its working capital needs with cash on hand, and when necessary, through short-term borrowings under a $5.0 million revolving line of credit. The line of credit was obtained on May 2, 2000 and expires May 1, 2008. At December 31, 2006 the Partnership had a cash balance of $3,351,000 and no line of credit drawings outstanding. At December 31, 2005 the Partnership had a cash balance of $378,000 and line of credit drawings outstanding of $2,900,000. The cash balance was $196,000 at the end of 2004, and the line of credit drawings were $2,200,000 at December 31, 2004.
As a Limited Partnership, we expect to pay regular cash distributions to the Partnership’s unit holders if the cash flow from operations, as defined in the Management Agreement, exceeds the operating and capital resource needs of the Partnership, as determined by management. These cash distributions are expected to be paid from operating cash flow and / or other resources. The Partnership has declared and paid cash distributions for 83 consecutive quarters. In December, 2006, the Partnership declared a distribution of $0.05 per Class A unit (a total of $375,000), which was paid February 15, 2007 to the unit holders of record as of December 29, 2006.
It is the opinion of management that the Partnership has adequate cash on hand and borrowing capacity available to meet anticipated working capital needs for operations as presently conducted. The nut purchase contracts require the buyers to make nut payments 30 days after the delivery of the nuts to 15 days after the end of the month in which the nuts were delivered. During certain parts of the year, if payments are not received, as the contracts require, available cash resources could be depleted.
5
ML Macadamia Orchards, L.P.
Notes to Consolidated Financial Statements
(7) SHORT-TERM AND LONG-TERM CREDIT
At December 31, 2006 and 2005, the Partnership’s long-term debt comprises (000’s):
| 2006 |
| 2005 |
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Term debt |
| $ | 1,600 |
| $ | 2,000 |
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Other |
| — |
| 34 |
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| 1,600 |
| 2,034 |
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Current portion |
| 400 |
| 434 |
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| $ | 1,200 |
| $ | 1,600 |
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On May 2, 2000 the Partnership entered into a credit agreement with Pacific Coast Farm Credit Services, ACA (currently American AgCredit Capital Markets) comprised of a $5 million revolving line of credit and a $4 million promissory note.
The line of credit expires on May 1, 2008. Drawings on the line of credit bear interest at the prime lending rate. From and after the first anniversary date, the Partnership is required to pay a facility fee of 0.30% to 0.375% per annum, depending on certain financial ratios on the daily unused portion of credit. The Partnership, at its option, may make prepayments without penalty.
There were no drawings outstanding on the line of credit at December 31, 2006 and drawings outstanding at December 31, 2005 amounted to $2,900,000, with interest at 7.50%.
At December 31, 2006, the outstanding balance on the promissory note amounted to $1.6 million. The note is scheduled to mature in 2010 and bears interest at rates ranging from 6.37% to 7.50%. Principal payments are due annually on May 2 in the amount of $400,000.
The estimated fair values of the Partnership’s financial instrument has been determined by estimated market price of 6.75% in 2005 and 7.00% in 2006 using a life equal to that remaining on the current financial instrument. The Partnership has not considered the lender fees in determining the estimated fair value.
The estimated fair values of the Partnership’s financial instrument are as follows (000’s):
| 2006 |
| 2005 |
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| Carrying |
| Fair |
| Carrying |
| Fair |
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| Amount |
| Value |
| Amount |
| Value |
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Long-term debt |
| $ | 1,600 |
| $ | 1,312 |
| $ | 1,150 |
| $ | 1,004 |
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Of the total $1.6 million in 2006 the long-term debt of $680,000 has a fixed interest rate for one and one-third years. Of the total $2.0 million in 2005 the long—term debt of $850,000 has short-term fixed rates that approximate fair value. The $920,000 and $1,150,000 in 2006 and 2005, respectively, have interest rates that are fixed over the remaining life of the debt.
6
Both the revolving credit loan and the term debt are collateralized by all personal property assets of the Partnership. The credit agreement contains certain restrictions associated with partner distributions, further indebtedness, sales of assets, and maintenance of certain financial minimums. Significant restrictive financial covenants consist of the following:
1. Minimum working capital of $2.5 million.
2. Minimum current ratio of 1.5 to 1.
3. Cumulative cash distributions beginning January 1, 2000 cannot exceed the total of cumulative net cash flow beginning January 1, 2004 plus a base amount of $3.3 million.
4. Minimum tangible net worth of $49.9 million (reduced by the amount of allowed cash distributions over net income).
5. Maximum ratio of funded debt to capitalization of 20%.
6. Minimum debt coverage ratio of 2.5 to 1.
At December 31, 2006, the Partnership’s working capital was $3.9 million and its current ratio 2.54 to 1. The Partnership was in compliance with all debt covenants at December 31, 2005. At December 31, 2006 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
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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.
ML MACADAMIA ORCHARDS, L.P. |
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| (Registrant) |
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| By: ML RESOURCES, INC. |
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| (Managing General Partner) |
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| By: | /s/ Dennis J. Simonis |
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| Dennis J. Simonis |
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| Principal Executive Officer |
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Dated : August 10, 2007 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date set forth above.
ML RESOURCES, INC.
Signature |
| Title | ||
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s/s | Dennis J. Simonis |
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| President and Chief Executive Officer |
| Dennis J. Simonis |
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| Principal Executive Officer |
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| Director |
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s/s | Wayne W. Roumagoux |
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| Chief Financial Officer |
| Wayne W. Roumagoux |
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| (Principal Accounting Officer) |
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s/s | John Kai |
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| Director |
| John Kai |
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s/s | James S. Kendrick |
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| Director |
| James S. Kendrick |
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s/s | E. Alan Kennett |
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| Director |
| E. Alan Kennett |
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s/s | Jeffrey M. Kissel |
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| Director |
| Jeffrey M. Kissel |
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s/s | Dr. David McClain |
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| Director |
| Dr. David McClain |
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8
EXHIBIT INDEX
Exhibit |
| Description |
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2.1 |
| Amended and Restated Agreement and Plan of Merger, effective as of December 18, 1997, between Registrant and C. Brewer Homes, Inc. (a) |
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2.2 |
| Asset Purchase Agreement including Exhibits dated March 14, 2000 (g) |
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3.2 |
| Form of Class A Certificate of Limited Partnership as filed with the Secretary of State of Delaware. (c) |
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3.3 |
| Certificate of Limited Partnership of Registrant as filed with the Secretary of State of Delaware. (c) |
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4.1 |
| Depositary Agreement between Registrant, Manufacturers Hanover Trust Company as Depositary and Mauna Loa Resources Inc. as attorney-in-fact of the limited partners of Registrant. (c) |
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4.2 |
| Form of Depositary Receipt. (c) |
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5.1 |
| Legal Opinion of Counsel dated May 1, 2000 (g) |
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10.2 |
| Macadamia Nut Purchase Contract between Mauna Loa and Registrant dated December 22, 1986. (b) |
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10.3 |
| Macadamia Nut Purchase Contract between Mauna Loa and Registrant dated as of October 1, 1989. (b) |
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10.4 |
| Contribution Agreement among Mauna Loa Orchards, L.P. (“MLO”), Ka’u Agribusiness Co., Inc. (“KACI”), Mauna Kea Agribusiness Co., Inc. (“MKACI”), Mauna Kea Macadamia Orchards, Inc. (“MKMO”) and Mauna Loa dated as of July 1, 1989. (b) |
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10.5 |
| Lease between the Trustees of the Estate of Bernice Pauahi Bishop (“Trustees of the Bishop Estate”) and Mauna Loa. (c) |
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10.6 |
| Lease between KACI and Registrant. (d) |
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10.7 |
| MLO/MLMO Conveyance Agreement between MLO and Registrant dated as of October 1, 1989. (b) |
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10.8 |
| Butcher/MLMO Contribution Agreement between Howard Butcher III (“Butcher”) and Registrant dated as of October 1, 1989. (b) |
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10.9 |
| Farming Lease between KACI and MLO dated as of July 1, 1989. (b) |
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10.11 |
| Farming Lease between MKACI and MLO dated as of July 1, 1989. (b) |
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10.12 |
| Water Agreement, as amended, between KACI and Registrant dated as of October 1, 1989. (b) |
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10.13 |
| Cash Flow Warranty Agreement among KACI, MKACI and Registrant dated as of July 1, 1989. (b) |
9
Exhibit |
| Description |
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10.14 |
| Guarantee Agreement between Mauna Loa and Registrant dated as of October 1, 1989. (b) |
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10.15 |
| Agreement of Indemnification between CBCL and each director of the Managing Partner. (b) |
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10.16 |
| Indemnification Agreement (Title) among Mauna Loa, KACI and MKACI in favor of Registrant. (b) |
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10.17 |
| Indemnification Agreement (Subdivision) among Mauna Loa, KACI and MKACI in favor of Registrant. (b) |
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10.18 |
| Deed between MLO and Registrant relating to 14% undivided interest in 220 tree acres of macadamia orchard properties located in the Keaau area of the island of Hawaii (“Keaau II Orchards”). (b) |
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10.19 |
| Bill of Sale between MLO and Registrant relating to 14% undivided interest in Keaau II Orchards. (b) |
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10.20 |
| Deed between Butcher and Registrant relating to 86% undivided interest in Keaau II Orchards. (b) |
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10.21 |
| Bill of Sale between Butcher and Registrant relating to 86% undivided interest in Keaau II Orchards. (b) |
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10.22 |
| Assignment of Partial Interest in Lease No. 15,020 and consent from MLO to Registrant. (b) |
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10.23 |
| Assignment of Partial Interest in Lease No. 16,859 and consent from MLO to Registrant. (b) |
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10.24 |
| Assignment of Partial Interest in Lease No. 20,397 and consent from MLO to Registrant. (b) |
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10.25 |
| Assignment of Lease from MLO to Registrant relating to Lease from the Trustees of the Bishop Estate. (b) |
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10.26 |
| Assignment from MLO to Registrant relating to certain orchards. (b) |
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10.27 |
| Lease from the Trustees of the Bishop Estate to MLO. (b) |
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10.28 |
| Lease No. 15,020 from the Trustees of the Bishop Estate to MLO. (b) |
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10.29 |
| Form of Amendments to Lease No. 15,020 from the Trustees of the Bishop Estate. (b) |
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10.30 |
| Lease No. 16,859 from the Trustees of the Bishop Estate to the Hawaiian Agricultural Company (a predecessor of KACI). (b) |
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10.31 |
| Form of Amendments to Lease No. 16,859 from the Trustees of the Bishop Estate. (b) |
10
Exhibit |
| Description |
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10.32 |
| Lease No. 20,397 from the Trustees of the Bishop Estate to CBCL. (b) |
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10.33 |
| Form of Amendments to Lease No. 20,397 from the Trustees of the Bishop Estate to CBCL. (b) |
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10.34 |
| Lease from Richard L. Hughes to Mauna Loa. (b) |
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10.35 |
| Lease from the Trustees of the Bishop Estate to Mauna Loa. (b) |
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10.36 |
| Co-ownership and Partition Agreement between KACI and MLO. (b) |
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10.37 |
| Co-ownership and Partition Agreement among Mauna Loa, KACI and MLO.(b) |
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10.38 |
| Co-ownership and Partition Agreement between KACI and MLO relating to Lease Nos. 15,020 and 16,859. (b) |
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10.39 |
| Co-ownership and Partition Agreement between MKACI and MLO. (b) |
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10.40 |
| Macadamia Nut Purchase Contract between Mauna Loa and Keaau Macadamia X Corporation (“Keaau Lot 10”) dated September 15, 1983. (e) |
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10.41 |
| Assignment of Owner’s Interest in Macadamia Nut Purchase Contract and Farming Contract between Keaau Lot 10 and Registrant. (e) |
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10.42 |
| Warranty Deed between Keaau Lot 10 and Registrant. (e) |
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10.43 |
| Amended and Restated June 1986 Farming Contract, effective January 1, 1998, between Registrant and KACI. (f) |
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10.44 |
| Amended and Restated December 1986 Farming Contract, effective January 1, 1998, between Registrant and KACI. (f) |
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10.45 |
| Amended and Restated 1989 Farming Contract, effective January 1, 1998, among Registrant, KACI and MKACI. (f) |
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10.46 |
| Amended and Restated Farming Contract for the Keaau Lot 10 Orchard, effective January 1, 1998, between Registrant and KACI. (f) |
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10.47 |
| Restated Kaiwiki Orchards Farming lease between Registrant and MKACI dated February 26, 1997. (f) |
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10.48 |
| Credit Agreement between Registrant and Pacific Coast Farm Credit Services, PCA dated May 1, 2000 (g) |
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10.49 |
| Security Agreement between Registrant and Pacific Coast Farm Credit Services, PCA dated May 1, 2000 (g) |
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10.50 |
| Orchards Farming Lease between Registrant and Ka’u Agribusiness Co., Inc. (g) |
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10.51 |
| Macadamia Nut Purchase Contract between Mauna Loa and the Partnership dated July 1, 2003 for Keaau Lot X nuts. (h) |
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10.52 |
| Macadamia Nut Purchase Contract between Hamakua Macadamia Nut Company, Inc. and the Partnership dated December 16, 2004 effective January 1, 2007. (i) |
11
Exhibit |
| Description |
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10.53 |
| Jim Case resignation letter from Audit Committee dated March 7, 2005. (i) |
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10.54 |
| Macadamia Nut Purchase Contract between Purdyco International, Ltd. and the Partnership dated January 5, 2006 effective January 1, 2007. (j) |
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10.55 |
| Macadamia Nut Purchase Contract between Mac Farms of Hawaii, LLC and the Partnership dated January 6, 2006 effective January 1, 2007. (j) |
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10.56 |
| Macadamia Nut Purchase Contracts between Mauna Loa Macadamia Nut Corporation and the Partnership dated June 1, 2006 effective January 1, 2006. (k) |
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10.57 |
| Macadamia Nut Purchase Contract between Mauna Loa Macadamia Nut Corporation and the Partnership dated June 1, 2006 effective January 1, 2006. (k) |
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31.1 |
| Form of Rule 13a-14(a) [Section 302] Certification – Chief Executive Officer |
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31.2 |
| Form of Rule 13a-14(a) [Section 302] Certification – Chief Financial Officer |
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32.1 |
| Certification pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer |
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32.2 |
| Certification pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer |
(a) Incorporated by reference to Appendix A of Registrant’s Registration Statement under the Securities Act on Form S-4, Registration Statement No. 333-46271, filed February 13, 1998.
(b) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Registration Statement under the Securities Act on Form S-1, Registration Statement No. 33-30659, filed October 20, 1989.
(c) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Registration Statement under the Securities Act on Form S-1, Registration Statement No. 33-4903, filed June 5, 1986.
(d) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Annual Report on Form 10-K, Commission filed No. 1-9145, for the year ended December 31, 1986, filed March 27, 1987.
(e) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Annual Report on Form 10-K, Commission filed No. 1-9145, for the year ended December 31, 1991, filed March 27, 1992.
(f) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Registration Statement under the Securities Act on Form S-4, Registration Statement No. 333-46271, filed February 13, 1998.
(g) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Form 8-K, Commission filed No. 001-09145, filed May 8, 2000.
(h) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Form 10-K, Commission filed No. 001-09145, filed March 17, 2004.
(i) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Form 10-K/A, Commission filed No. 001-9145, filed June 1, 2005.
(j) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to Registrant’s Form 8-K, Commission filed No. 001-09145, filed January 9, 2006.
(k) Incorporated by reference to the corresponding Exhibit previously filed as Exhibit to Registrant’s Form 8-K, Commission filed No. 001-09145, filed June 5, 2006.
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