Item 1. Report to Shareholders T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials (Unaudited) FINANCIAL HIGHLIGHTS For a share outstanding throughout each period - -------------------------------------------------------------------------------- 6 Months Year Ended Ended 6/30/03 12/31/02 12/31/01 12/31/00 12/31/99 12/31/98 - -------------------------------------------------------------------------------- NET ASSET VALUE Beginning of period $14.21 $14.64 $13.95 $12.51 $13.22 $14.71 Investment activities Net investment income (loss) 0.14 0.33 0.39 0.44 0.51 0.49 Net realized and unrealized gain (loss) 1.25 (0.25) 1.03 2.27 0.41 0.34 Total from investment activities 1.39 0.08 1.42 2.71 0.92 0.83 Distributions Net investment income - (0.28) (0.38) (0.45) (0.50) (0.50) Net realized gain - (0.23) (0.35) (0.82) (1.13) (1.82) Total distributions - (0.51) (0.73) (1.27) (1.63) (2.32) NET ASSET VALUE End of period $15.60 $14.21 $14.64 $13.95 $12.51 $13.22 ------ ------ ------ ------ ------ ------ Ratios/Supplemental Data Total return^ 9.78% 0.54%* 10.26% 22.17% 7.07% 5.77% Ratio of total expenses to average net assets 0.86%+ 0.85% 0.86% 0.87% 0.88% 0.62% Ratio of net investment income (loss) to average net assets 2.03%+ 2.39% 2.85% 3.22% 3.44% 3.04% Portfolio turnover rate 24.7%+ 17.6% 25.1% 32.4% 28.3% 52.6% Net assets, end of period (in millions) $2,220 $1,853 $1,405 $914 $856 $1,004 * Includes effect of $1.3 million payment from the manager, which increased total return 0.07%. ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. + Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials (Unaudited) June 30, 2003 PORTFOLIO OF INVESTMENTS Shares/Par Value - -------------------------------------------------------------------------------- In thousands COMMON STOCKS & RIGHTS 60.8% CONSUMER DISCRETIONARY 10.5% HOTELS, RESTAURANTS & LEISURE 0.9% Mandalay Resort Group 320,000 $ 10,192 Marriott, Class A 260,000 9,989 20,181 HOUSEHOLD DURABLES 1.1% Fortune Brands 420,000 21,924 National Presto 58,200 1,839 23,763 LEISURE EQUIPMENT & PRODUCTS 0.5% Hasbro 660,000 11,543 11,543 MEDIA 5.9% AOL Time Warner * 1,350,000 21,722 Comcast, Class A * 622,414 18,785 Disney 587,000 11,593 Meredith 585,000 25,740 New York Times, Class A 336,000 15,288 Reader's Digest, Class A 122,708 1,654 Washington Post, Class B 48,000 35,179 129,961 MULTILINE RETAIL 0.1% Hills Stores, Rights *@ 175,000 0 Nordstrom 155,000 3,026 3,026 SPECIALTY RETAIL 2.0% GAP 700,000 13,132 Home Depot 855,000 28,318 Petrie Stores Liquidation Trust 2,585,000 1,693 43,143 Total Consumer Discretionary 231,617 CONSUMER STAPLES 3.1% FOOD & STAPLES RETAILING 1.1% CVS 861,000 $ 24,134 24,134 TOBACCO 2.0% Altria Group 822,000 37,352 Loews 289,500 7,816 45,168 Total Consumer Staples 69,302 ENERGY 6.1% OIL & GAS 6.1% Amerada Hess 780,000 38,360 ChevronTexaco 246,300 17,783 Devon Energy 203,150 10,848 Imperial Oil 384,000 13,409 Marathon Oil 825,000 21,739 Murphy Oil 610,000 32,086 Total Energy 134,225 FINANCIALS 6.6% DIVERSIFIED FINANCIAL SERVICES 0.0% Leucadia National 28,400 1,054 1,054 INSURANCE 6.6% Hartford Financial Services Group 192,700 9,704 Loews 611,000 28,894 Prudential Financial 661,000 22,243 SAFECO 1,018,000 35,915 St. Paul Companies 531,000 19,387 Unitrin 10,100 274 UnumProvident 696,500 9,340 White Mountains Insurance Group 51,700 20,422 146,179 Total Financials 147,233 HEALTH CARE 4.9% HEALTH CARE EQUIPMENT & SUPPLIES 0.8% Baxter International 717,000 $ 18,642 18,642 PHARMACEUTICALS 4.1% Bristol-Myers Squibb 617,000 16,752 Merck 646,000 39,115 Schering-Plough 1,212,000 22,543 Wyeth 263,000 11,980 90,390 Total Health Care 109,032 INDUSTRIALS & BUSINESS SERVICES 7.3% AEROSPACE & DEFENSE 0.9% Honeywell International 761,000 20,433 20,433 AIR FREIGHT & LOGISTICS 2.1% Ryder System 1,820,000 46,628 46,628 COMMERCIAL SERVICES & SUPPLIES 1.3% R.R. Donnelley 400,000 10,456 Waste Management 750,000 18,067 28,523 INDUSTRIAL CONGLOMERATES 1.9% 3M 151,000 19,476 Tyco International 1,263,000 23,972 43,448 MARINE 0.3% Overseas Shipholding Group 309,000 6,801 6,801 ROAD & RAIL 0.8% Burlington Northern Santa Fe 593,000 16,865 16,865 Total Industrials & Business Services 162,698 INFORMATION TECHNOLOGY 2.8% COMMUNICATIONS EQUIPMENT 0.5% Motorola 1,180,000 $ 11,128 11,128 COMPUTER & PERIPHERALS 1.3% Hewlett-Packard 1,421,000 30,267 30,267 IT SERVICES 1.0% Electronic Data Systems 1,002,000 21,493 21,493 Total Information Technology 62,888 MATERIALS 11.0% CHEMICALS 5.0% Agrium 1,843,100 20,200 Cabot 230,000 6,601 Dow Chemical 340,000 10,526 DuPont 160,000 6,662 Great Lakes Chemical 830,000 16,932 Hercules * 145,000 1,436 IMC Global 169,000 1,134 Imperial Chemical ADR 585,000 4,856 Octel + 990,000 13,761 Potash Corp./Saskatchewan 440,000 28,160 110,268 CONTAINERS & PACKAGING 0.1% Longview Fibre 222,000 1,820 1,820 METALS & MINING 4.8% Alcoa 430,000 10,965 Newmont Mining 2,295,000 74,496 Phelps Dodge * 572,000 21,930 107,391 PAPER & FOREST PRODUCTS 1.1% MeadWestvaco 120,000 $ 2,964 Potlatch 710,000 18,283 Weyerhaeuser 50,000 2,700 23,947 Total Materials 243,426 TELECOMMUNICATION SERVICES 2.3% Diversified Telecommunication Services 2.3% Sprint 1,335,000 19,224 Verizon Communications 780,000 30,771 Total Telecommunication Services 49,995 UTILITIES 6.2% Electric Utilities 4.7% FirstEnergy 906,046 34,837 Pinnacle West Capital 296,000 11,085 PPL 320,572 13,785 TXU 1,075,000 24,134 Unisource Energy 1,139,000 21,413 105,254 Gas Utilities 0.5% NiSource 547,000 10,393 10,393 Multi-Utilities & Unregulated Power 1.0% Duke Energy 645,000 12,868 El Paso Energy 1,220,000 9,857 22,725 Total Utilities 138,372 Total Common Stocks & Rights (Cost $1,138,360) 1,348,788 CONVERTIBLE PREFERRED STOCKS 8.2% Baxter International 55,000 $ 2,696 Chubb * 29,700 758 Cummins 80,000 4,258 El Paso Energy Capital Trust I 127,000 3,670 Ford Motor Company Capital Trust II 435,000 18,901 Hercules Trust II 6,500 3,851 IMC Global * 167,100 8,955 Lucent Technologies 27,700 28,244 Newell Financial Trust I 225,000 10,699 Owens-Illinois 325,000 9,750 Rouse, Series B 582,000 31,946 Sealed Air, Series A 137,000 6,980 Travelers Property Casualty 165,000 3,960 Union Pacific Capital Trust 447,426 23,266 Unocal Capital Trust 435,000 21,773 UnumProvident 110,000 3,284 Total Convertible Preferred Stocks (Cost $167,748) 182,991 PREFERRED STOCKS 0.1% Entergy-GSU, VR 15,451 805 Pacific Gas & Electric * 20,000 568 Southern California Edison 5,000 480 Total Preferred Stocks (Cost $1,028) 1,853 CONVERTIBLE BONDS 10.4% America Online, Zero Coupon, 12/6/19 18,000,000 10,982 Centerpoint Energy, 144A, 3.75%, 5/15/23 1,000,000 1,038 Corning, Zero Coupon, 11/8/15 38,500,000 28,618 Crown Castle International, 4.00%, 7/15/10 + 11,200,000 11,835 Duane Reade, 2.148%, 4/16/04 7,215,000 3,720 Electronic Data Systems, Zero Coupon, 10/10/21 9,248,000 7,363 GAP, 144A, 5.75%, 3/15/09 6,000,000 8,117 Inco, LYONs, 144A, 3/29/21 2,500,000 1,670 Liberty Media, Class B, 3.25%, 3/15/31 7,900,000 8,239 Loews, 3.125%, 9/15/07 24,100,000 $ 22,774 Lowes, LYONs, 144A, 2/16/21 3,500,000 2,646 Motorola, LYONs, 9/27/13 16,750,000 13,199 Oak Industries, 4.875%, 3/1/08 2,800,000 2,662 Ogden, 5.75%, 10/20/02 ? 500,000 0 Roche Holdings, LYONs 144A, 5/6/12 5,000,000 2,983 144A, 7/25/21 86,000,000 49,794 Sealed Air, 144A, 3.00%, 6/30/33 3,900,000 3,893 Siebel Systems, 5.50%, 9/15/06 10,000,000 10,213 Teck, 3.75%, 7/15/06 18,600,000 16,763 Tyco International Series A, 144A, 2.75%, 1/15/18 8,250,000 8,824 Series B, 144A, 3.125%, 1/15/23 4,125,000 4,550 USF&G, VR, 3/3/09 15,550,000 12,461 Total Convertible Bonds (Cost $209,132) 232,344 CORPORATE BONDS 0.3% BellSouth Telecommunications, 5.85%, 11/15/45 3,000,000 3,040 Potlatch, 10.00%, 7/15/11 3,000,000 3,330 Total Corporate Bonds (Cost $5,982) 6,370 U.S. GOVERNMENT OBLIGATIONS/ AGENCIES 3.3% Federal National Mortgage Assn. 3.00%, 1/31 - 2/29/04 50,000,000 50,629 5.125%, 2/13/04 11,000,000 11,277 4.75%, 11/14/03 11,000,000 11,151 Total U.S. Government Obligations/Agencies (Cost $71,914) 73,057 SHORT-TERM INVESTMENTS 17.6% Money Market Fund 17.6% T. Rowe Price Reserve Investment Fund, 1.16% #+ 390,568,512 390,569 Total Short-Term Investments (Cost $390,569) 390,569 Total Investments in Securities 100.7% of Net Assets (Cost $1,984,733) $2,235,972 Other Assets Less Liabilities (16,471) NET ASSETS $2,219,501 ---------- # Seven-day yield * Non-income producing + Affiliated company - See Note 2. @ Security valued by the Fund's Board of Trustees ? In default with respect to payment of principal and interest 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers -- total of such securities at period-end amounts to $83,515,000 and represents 3.8% of net assets ADR American Depository Receipts LYONs Liquid Yield Option Notes VR Variable Rate The accompanying notes are an integral part of these financial statements. T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials (Unaudited) June 30, 2003 STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- In thousands Assets Investments in securities, at value Affiliated companies (cost $416,876) $ 416,165 Other companies (cost $ 1,567,857) 1,819,807 Total investments in securities 2,235,972 Other assets 15,502 Total assets 2,251,474 Liabilities Total liabilities 31,973 NET ASSETS $2,219,501 ---------- Net Assets Consist of: Undistributed net investment income (loss) $ 20,350 Undistributed net realized gain (loss) 5,648 Net unrealized gain (loss) 251,239 Paid-in-capital applicable to 142,321,028 shares of no par value capital stock outstanding; unlimited shares authorized 1,942,264 NET ASSETS $2,219,501 ---------- NET ASSET VALUE PER SHARE $ 15.60 ---------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials (Unaudited) STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- In thousands 6 Months Ended 6/30/03 Investment Income (Loss) Income Dividend $ 17,241 Interest 9,274 Income distributions from mutual funds 1,462 Total income 27,977 Expenses Investment management 6,018 Shareholder servicing 1,996 Prospectus and shareholder reports 154 Custody and accounting 88 Registration 66 Legal and audit 9 Trustees 7 Total expenses 8,338 Expenses paid indirectly (25) Net expenses 8,313 Net investment income (loss) 19,664 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 5,783 Foreign currency transactions (15) Net realized gain (loss) 5,768 Change in net unrealized gain (loss) Securities 161,935 Other assets and liabilities denominated in foreign currencies 1 Change in net unrealized gain (loss) 161,936 Net realized and unrealized gain (loss) 167,704 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $187,368 -------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials (Unaudited) STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- In thousands 6 Months Year Ended Ended 6/30/03 12/31/02 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 19,664 $ 41,263 Net realized gain (loss) 5,768 31,711 Change in net unrealized gain (loss) 161,936 (81,727) Increase (decrease) in net assets from operations 187,368 (8,753) Distributions to shareholders Net investment income - (35,158) Net realized gain - (28,874) Decrease in net assets from distributions - (64,032) Capital share transactions * Shares sold 394,742 864,987 Distributions reinvested - 61,219 Shares redeemed (215,843) (405,597) Increase (decrease) in net assets from capital share transactions 178,899 520,609 Net Assets Increase (decrease) during period 366,267 447,824 Beginning of period 1,853,234 1,405,410 End of period $2,219,501 $1,853,234 ---------- ---------- *Share information Shares sold 27,015 57,771 Distributions reinvested - 4,302 Shares redeemed (15,066) (27,730) Increase (decrease) in shares outstanding 11,949 34,343 The accompanying notes are an integral part of these financial statements. T. Rowe Price Capital Appreciation Fund - -------------------------------------------------------------------------------- Certified Financials (Unaudited) June 30, 2003 NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Capital Appreciation Fund, (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company and commenced operations on June 30, 1986. The fund seeks maximum long-term capital appreciation by investing primarily in common stocks, and it may also hold fixed-income and other securities to help preserve principal value in uncertain or declining markets. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation Investments are valued at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price, or official closing price for certain markets, at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and ask prices for domestic securities and the last quoted sale price for international securities. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by or under the supervision of the officers of the fund, as authorized by the Board of Trustees. Most foreign markets close before the NYSE. Developments that could affect the values of securities that occur between the close of a foreign market and the close of the NYSE normally will not be reflected in security valuations. However, if such developments are so significant that they will, in the judgment of the officers of the fund, clearly and materially affect the value of securities, the previous closing prices may be adjusted to reflect the fair value of the securities as of the close of the NYSE, as determined in good faith by or under the supervision of the officers of the fund, as authorized by the Board of Trustees. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and ask prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of such gains and losses. Premiums and Discounts Premiums and discounts on debt securities are amortized for financial reporting purposes. Expenses Paid Indirectly Certain security trades are directed to brokers who have agreed to rebate a portion of the related commission to the fund to pay fund expenses. Additionally, credits earned on temporarily uninvested cash balances at the custodian are used to reduce the fund's custody charges. Total expenses in the accompanying statement of operations are presented before reduction for rebates and credits, which totaled $25,000 and $0, respectively, for the six months ended June 30, 2003. Other Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Dividend income and distributions to shareholders are recorded by the fund on the ex-dividend date. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Affiliated Companies The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities. At June 30, 2003, the value of affiliated companies totaled $416,165,000, representing 18.6% of the value of the fund's investments in securities. For the six months then ended, $50,000 (0.3%) of dividend income, and $1,462,000 (13.6%) of interest income reflected in the accompanying financial statements resulted from transactions with affiliated companies. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $213,610,000 and $230,291,000, respectively, for the six months ended June 30, 2003. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Temporary differences are not adjusted. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of June 30, 2003. For tax purposes, the fund has elected to treat net capital losses realized between November 1 and December 31 of each year as occurring on the first day of the following tax year; consequently, $108,000 of realized losses recognized for financial reporting purposes in the year ended December 31, 2002 were recognized for tax purposes on January 1, 2003. At June 30, 2003, the cost of investments for federal income tax purposes was $1,984,733,000. Net unrealized gain aggregated $251,239,000 at period-end, of which $337,149,000 related to appreciated investments and $85,910,000 related to depreciated investments. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.30% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its net assets to those of the group. At June 30, 2003, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $1,111,000. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc. provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc. provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. Expenses incurred pursuant to these service agreements totaled $1,555,000 for the six months ended June 30, 2003, of which $301,000 was payable at period-end. The fund may invest in the T. Rowe Price Reserve Investment Fund and T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates. The Reserve Funds are offered as cash management options only to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available to the public. The Reserve Funds pay no investment management fees. Distributions from the Reserve Funds to the fund for the six months ended June 30, 2003, totaled $1,462,000. Item 2. Code of Ethics. Not required at this time. Item 3. Audit Committee Financial Expert. Not required at this time. Item 4. Principal Accountant Fees and Services. Not required at this time. Item 5. Audit Committee of Listed Registrants. Not required at this time. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. [Reserved] Item 9. Controls and Procedures (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) Not required at this time. (a)(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Capital Appreciation Fund By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date August 22, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date August 22, 2003 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date August 22, 2003