SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED April 30, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number 1-9186
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2416878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip Code)
(215) 938-8000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.01 par value: 35,970,371 shares as of June 5, 2001
TOLL BROTHERS, INC. AND SUBSIDIARIES
INDEX
Page No.
Statement of Forward-Looking Information 1
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) as of April 30, 2001 and
October 31, 2000 2
Condensed Consolidated Statements of Income
(Unaudited) For the Six Months and Three
Months Ended April 30, 2001 and 2000 3
Condensed Consolidated Statements of Cash Flows
(Unaudited)For the Six Months Ended
April 30, 2001 and 2000 4
Notes to Condensed Consolidated Financial
Statements (Unaudited) 5
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
ITEM 3. Quantitative and Qualitative Disclosures
About Market Risk 12
PART II. Other Information 12
SIGNATURES 14
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein and in other Company reports,
SEC filings, statements and presentations is forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements concerning the Company's
anticipated operating results, financial resources, changes in
revenues, changes in profitability, interest expense, growth and
expansion, ability to acquire land, ability to sell homes and properties,
ability to deliver homes from backlog, ability to secure materials and
subcontractors, the general economy and stock market valuations.
Such forward-looking information involves important risks and
uncertainties that could significantly affect actual results and cause
them to differ materially from expectations expressed herein and in
other Company reports, SEC filings, statements and presentations.
These risks and uncertainties include local, regional and national
economic conditions, the effects of governmental regulation, the
competitive environment in which the Company operates, fluctuations
in interest rates, changes in home prices, the availability and cost of
land for future growth, the availability of capital, fluctuations in capital
and securities markets, the availability and cost of labor and materials,
and weather conditions.
Additional information concerning potential factors that the Company
believes could cause its actual results to differ materially from expected
and historical results is included under the caption "Factors That May
Affect Our Future Results" in Item 1 of our Annual Report on Form 10-K
for the fiscal year ended October 31, 2000. If one or more of the
assumptions underlying our forward-looking statements proves incorrect,
then the Company's actual results, performance or achievements could
differ materially from those expressed in, or implied by the forward-looking
statements contained in this report. Therefore, we caution you not to place
undue reliance on our forward-looking statements. This statement is
provided as permitted by the Private Securities Litigation Reform Act of 1995.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
April 30, October 31,
2001 2000
(Unaudited)
ASSETS
Cash and cash equivalents $ 117,004 $ 161,860
Inventory 2,054,341 1,712,383
Property, construction and office
equipment, net 28,131 24,075
Receivables, prepaid expenses and
other assets 129,975 113,025
Investments in unconsolidated entities 16,831 18,911
$2,346,282 $2,030,254
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $ 345,661 $ 326,537
Subordinated notes 669,540 469,499
Customer deposits on sales contracts 115,525 104,924
Accounts payable 98,525 110,927
Accrued expenses 199,024 185,141
Income taxes payable 77,563 88,081
Total liabilities 1,505,838 1,285,109
Stockholders' equity:
Common stock 363 359
Additional paid-in capital 108,469 105,454
Retained earnings 754,311 668,608
Treasury stock (22,699) (29,276)
Total stockholders' equity 840,444 745,145
$2,346,282 $2,030,254
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Six months Three months
ended April 30 ended April 30
2001 2000 2001 2000
Revenues:
Housing sales $955,915 $708,205 $497,546 $373,985
Land sales 22,417 20,517 11,510 11,492
Equity earnings from unconsolidated
joint ventures 5,261 3,069 2,875 3,069
Interest and other 6,192 3,246 2,593 1,940
989,785 735,037 514,524 390,486
Costs and expenses:
Housing sales 713,380 545,273 368,567 287,479
Land sales 17,538 15,648 8,998 8,609
Selling, general & administrative 98,339 75,130 51,390 39,673
Interest 24,982 19,295 13,218 10,362
854,239 655,346 442,173 346,123
Income before income taxes 135,546 79,691 72,351 44,363
Income taxes 49,843 29,348 26,573 16,413
Net income $ 85,703 $ 50,343 $ 45,778 $ 27,950
Earnings per share:
Basic $ 2.36 $ 1.38 $ 1.26 $ .77
Diluted $ 2.18 $ 1.36 $ 1.17 $ .75
Weighted average number
of shares
Basic 36,296 36,434 36,428 36,396
Diluted 39,348 36,973 39,282 37,036
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Six months
ended April 30
2001 2000
Cash flows used in operating activities:
Net income $85,703 $50,343
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 4,873 3,966
Equity in the earnings from
Unconsolidated joint ventures (5,261) (3,069)
Deferred tax provision 4,600 2,656
Changes in operating assets and liabilities:
Increase in residential inventory (320,982) (159,515)
Origination of mortgage loans (64,391)
Sale of mortgage loans 55,441
Increase in receivables, prepaid expenses
and other assets (6,080) (8,267)
Increase in customer deposits on sales
contracts 10,601 25,585
Increase (decrease) in accounts payable
and accrued expenses 6,685 (3,696)
(Decrease) increase in current
income taxes payable (10,508) 4,767
Net cash used in operating
activities (239,319) (87,230)
Cash flows from investing activities:
Purchase of property, construction
and office equipment, net (6,851) (4,759)
Distribution from investment in unconsolidated
joint ventures 12,250 2,699
Net cash provided by (used in)
investing activities 5,399 (2,060)
Cash flows from financing activities:
Proceeds from loans payable 60,000 230,060
Principal payments of loans payable (67,692) (210,275)
Net proceeds from the issuance of
subordinated notes 196,975
Proceeds from stock options exercised and employee
Stock plan purchases 11,331 870
Purchase of treasury stock (11,550) (3,524)
Net cash provided by
financing activities 189,064 17,131
(Decrease) in cash and cash equivalents (44,856) (72,159)
Cash and cash equivalents, beginning of period 161,860 96,484
Cash and cash equivalents, end of period $117,004 $ 24,325
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
324: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands)
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for interim financial information. The
October 31, 2000 balance sheet amounts and disclosures included herein have
been derived from the October 31, 2000 audited financial statements of the
Registrant. Since the accompanying condensed consolidated financial
statements do not include all the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements, it is suggested that they be read in conjunction with
the financial statements and notes thereto included in the Registrant's
October 31, 2000 Annual Report on Form 10-K. In the opinion of management,
the accompanying unaudited condensed consolidated financial statements
include all adjustments, which are of a normal recurring nature, necessary
to present fairly the Company's financial position as of April 30, 2001,
the results of its operations for the six months and three months ended
April 30, 2001 and 2000 and its cash flows for the six months ended April
30, 2001 and 2000. The results of operations for such interim periods are
not necessarily indicative of the results to be expected for the full year.
2. Inventory
Inventory consisted of the following:
April 30, October 31,
2001 2000
Land and land development costs $ 712,267 558,503
Construction in progress 1,169,502 992,098
Sample homes 73,102 60,511
Land deposits and costs of future
development 64,241 68,560
Deferred marketing costs 35,229 32,711
$2,054,341 $1,712,383
Construction in progress includes the cost of homes under construction,
land and land development and carrying costs of lots that have been
substantially improved.
The Company capitalizes certain interest costs to inventories during the
development and construction period. Capitalized interest is charged to
interest expense when the related inventories are closed. Interest
incurred, capitalized and expensed is summarized as follows:
Six months Three months
ended April 30 ended April 30
2001 2000 2001 2000
Interest capitalized,
beginning of period $78,443 $64,984 $83,592 $70,188
Interest incurred 37,399 28,631 20,486 14,438
Interest expensed (24,982) (19,295) (13,218) (10,362)
Write off to cost of sales (434) (149) (434) (93)
Interest capitalized,
end of period $90,426 $74,171 $90,426 $74,171
3. Earnings per share information:
Information pertaining to the calculation of earnings per share for the
six months and three months ended April 30, 2001 and 2000 is as follows:
Six months Three months
ended April 30 ended April 30
2001 2000 2001 2000
Basic weighted average
shares outstanding 36,296 36,434 36,428 36,396
Stock options 3,052 539 2,854 640
Diluted weighted average
shares 39,348 36,973 39,282 37,036
4. Subordinated Notes
In January 2001, the Company issued $200,000,000 of 8 1/4% Senior
Subordinated Notes due 2011. The Company used the proceeds for general
corporate purposes including the acquisition of inventory.
5. Stock Repurchase Program
The Company's Board of Directors has authorized the repurchase of up to
5,000,000 shares of its Common Stock, par value $.01, from time to time,
in open market transactions or otherwise, for the purpose of providing
shares for the Company's various employee benefit plans. As of April 30,
2001, the Company had repurchased approximately 331,000 shares under the
program. As of April 30, 2001, the Company held 702,000 shares in
Treasury.
6. Supplemental Disclosure to Statement of Cash Flows
The following are supplemental disclosures to the statements of cash flow
for six months ended April 30, 2001 and 2000 (amounts in thousands):
2001 2000
Supplemental disclosures of cash flow
information:
Interest paid, net of capitalized amount $ 5,440 $ 4,575
Income taxes paid $ 55,750 $ 21,925
Supplemental disclosures of non-cash
activities:
Cost of residential inventories acquired
through seller financing $ 27,645 $ 2,893
Investment in unconsolidated subsidiary
acquired through seller financing $ 8,000
Income tax benefit relating to exercise of
employee stock options $ 4,611 $ 492
Stock bonus awards $ 4,413 $ 1,395
Contributions to employee retirement plan $ 791 $ 781
</TABLE
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain income
statement items related to the Company's operations (dollars in millions):
Six months ended April 30 Three months ended April 30
2001 2000 2001 2000
$ % $ % $ % $ %
Housing sales
Revenues 955.9 708.2 497.5 374.0
Costs 713.3 74.6 545.3 77.0 368.6 74.1 287.5 76.9
Land sales
Revenues 22.4 20.5 11.5 11.5
Costs 17.5 78.2 15.6 76.3 9.0 78.2 8.6 74.9
Equity earnings from
unconsolidated joint
ventures 5.3 3.1 2.9 3.1
Other 6.2 3.2 2.6 1.9
Total Revenues 989.8 735.0 514.5 390.5
Selling, general
& administrative
expense* 98.3 9.9 75.1 10.2 51.4 10.0 39.7 10.2
Interest expense* 25.0 2.5 19.3 2.6 13.2 2.6 10.4 2.7
Total costs and
expenses* 854.2 86.3 655.3 89.2 442.0 85.9 346.1 88.6
Income before
income taxes 135.5 13.7 79.7 10.8 72.4 14.1 44.4 11.4
Note: Due to rounding, amounts may not add.
*Percentages are based on total revenues.
HOUSING SALES
Housing revenues for the six-month and three-month periods
ended April 30, 2001 were higher than those of the comparable
periods of 2000 by approximately $247.7 million or 35%, and
$123.6 million or 33%, respectively. The increase in revenues
in the six-month period of 2001 was attributable to an 18%
increase in the number of homes delivered and an 15% increase
in the average price of the homes delivered. The increase in
revenues in the three-month period of 2001 was attributable to
a 17% increase in the average price of the homes delivered and a
14% increase in the number of homes delivered. The increase in
the number of homes delivered in the six- month and three-month
periods was due to the greater number of communities from which
the Company was delivering homes and the larger backlog of homes
at the beginning of fiscal 2001 as compared to the beginning of fiscal
2000. The increase in the backlog was the result of the 31% increase
in contracts signed in fiscal 2000 as compared to fiscal 1999. The
increase in the average price of homes delivered was the result of
increased selling prices and a shift in the location of homes delivered
to more expensive areas. The aggregate sales value of signed
contracts for the six-month and three-month periods ended April 30,
2001 increased by 10% and 7%, respectively, compared to each of
the comparable periods of fiscal 2000. These increases were
primarily the result of increases in the average price of homes sold
due to the location, size and increases in the base selling prices.
As of April 30, 2001, the backlog of homes under contract but not
delivered amounted to $1.61 billion (3,112 homes), a 16% increase
over the $1.39 billion (2,957 homes) backlog as of April 30, 2000
and a 12% increase over the $1.43 billion (2,779 homes) backlog
as of October 31, 2000.
Based upon the aforementioned 35% increase in homes delivered
for the six months ended April 30, 2001 and the 16% higher backlog
of homes under contract but not delivered as of April 30, 2001 as
compared to April 30, 2000, the Company expects fiscal 2001
homebuilding revenues to be higher than fiscal 2000 homebuilding
revenues.
Housing costs as a percentage of housing sales decreased in
both periods of fiscal 2001 as compared to the comparable
periods of fiscal 2000. The decreases were the result of selling
prices increasing at a greater rate than costs, lower land and
improvement costs and improved operating efficiencies.
EQUITY EARNINGS FROM UNCONSOLIDATED JOINT VENTURES
In fiscal 1998, the Company entered into a joint venture to develop
and sell land owned by the other partner. Under the terms of the
agreement the Company has the right to purchase up to a specified
number of lots. The joint venture also sells lots to other builders.
In the quarter ended April 30, 2000, the joint venture sold its first
group of lots to other builders and to the Company. The Company
recognizes earnings from the sale of lots to other builders but does
not recognize earnings from lots that it purchases but reduces its
cost basis in the lots. Earnings from this joint venture will vary
significantly from quarter to quarter.
LAND SALES
The Company operates a land development and sales operation
in Loudoun County, Virginia and is also developing several master
planned communities in which it has sold and may in the future,
sell lots to other builders. The amount of land sales will vary from
quarter to quarter depending upon the scheduled timing of the
delivery of the land parcels.
INTEREST AND OTHER INCOME
For the six month and three month periods ended April 30,
2001, other income increased $2.9 million and $.7 million,
respectively, as compared to the comparable periods of
fiscal 2000. This increase was primarily the result of an
increase in interest income due to the investment of
available cash and increased earnings from the Company's
ancillary businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
SG&A increased by $23.2 million or 31%, and $11.7 million
or 30%, respectively, in the six-month and three-month periods
ended April 30, 2001 as compared to the same periods of fiscal
2000. These increases were primarily due to the increase in the
level of construction and sales activities in the fiscal 2001
periods as compared to the fiscal 2000 periods and the write-off
of certain investments in technology companies. As a percentage
of total revenue, SG&A decreased in both periods of fiscal 2001
as compared to the comparable periods of fiscal 2000.
INTEREST EXPENSE
The Company determines interest expense on a specific
lot-by-lot basis for its homebuilding operations and on a
parcel-by-parcel basis for its land sales. As a percentage
of total revenues, interest expense will vary depending on
many factors including the period of time that the land was
owned, the length of time that the homes delivered during
the period were under construction, and the interest rates
and the amount of debt carried by the Company in proportion
to the amount of its inventory during those periods. Interest
expense as a percentage of revenues was lower in the fiscal
2001 periods as compared to the same periods in fiscal 2000.
OPERATING INCOME
Operating income increased by 70% and 63% in the six-month
and three-month periods of fiscal 2001 compared to the same
periods of fiscal 2000.
INCOME TAXES
Income taxes were provided at an effective rate of 36.8% and
36.7% for the six-month and three-month periods of fiscal 2001,
respectively. For the comparable periods of fiscal 2000, income
taxes were provided at 36.8% and 37.0%.
CAPITAL RESOURCES AND LIQUIDITY
Funding for the Company's operations has been principally
provided by cash flows from operations, unsecured bank
borrowings, and from the public debt and equity markets.
Cash flow from operations, before inventory additions, has
improved as operating results have improved. The Company
has used its cash flow from operations, bank borrowings and
public debt to acquire additional land for new communities, to
fund additional expenditures for land development and construction
costs needed to meet the requirements of the increased backlog
and continuing expansion of the number of communities in which
the Company is offering homes for sale, and to repay debt. The
Company expects that inventories will continue to increase and is
currently negotiating and searching for additional opportunities to
obtain control of land for future communities.
As of April 30, 2001, the Company had a $465 million
unsecured revolving credit facility with sixteen banks
which extends through February 2003 of which $80
million of loans and approximately $37.6 million of letters
of credit were outstanding. In May 2001, the Company
increased the facility by $20 million and extended $445
million of the facility to March 2006. The Company believes
that it will be able to fund its activities through a combination
of existing cash resources, cash flow from operations and
existing sources of credit.
HOUSING DATA
Contracts
Six months ended April 30,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 443 $219,368 554 $264,607
Mid-Atlantic (PA,DE,MD,VA) 791 371,045 664 300,584
Midwest (OH,IL,MI) 296 123,604 244 103,139
Southeast (FL,NC,TN) 275 124,270 206 98,848
Southwest (AZ,NV,TX) 272 140,316 393 154,802
West Coast (CA) 234 163,804 201 119,516
Total(1) 2,311 $1,142,407 2,262 $1,041,496
Closings
Six months ended April 30,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 463 $232,426 473 $217,937
Mid-Atlantic (PA,DE,MD,VA) 599 277,811 525 233,142
Midwest (OH,IL,MI) 203 90,103 140 47,743
Southeast (FL,NC,TN) 215 99,295 104 49,998
Southwest (AZ,NV,TX) 261 123,497 349 122,899
West Coast (CA) 209 132,783 66 36,486
Total(1) 1,950 $955,915 1,657 $708,205
Backlog
As of April 30,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 703 $354,528 804 $392,885
Mid-Atlantic (PA,DE,MD,VA) 871 412,454 831 378,836
Midwest (OH,IL,MI) 376 172,776 315 131,141
Southeast (FL,NC,TN) 372 171,607 264 125,411
Southwest (AZ,NV,TX) 428 226,145 464 202,135
West Coast (CA) 362 275,988 279 163,773
Total(1) 3,112 $1,613,498 2,957 $1,394,181
Contracts
Three months ended April 30,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 263 $126,609 325 $157,191
Mid-Atlantic (PA,DE,MD,VA) 482 224,648 414 186,310
Midwest (OH,IL,MI) 187 77,775 143 61,516
Southeast (FL,NC,TN) 199 84,118 143 67,947
Southwest (AZ,NV,TX) 161 80,712 241 98,175
West Coast (CA) 136 100,548 132 78,779
Total (1) 1,428 $694,410 1,398 $649,918
Closings
Three months ended April 30,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 219 $113,741 250 $118,254
Mid-Atlantic (PA,DE,MD,VA) 295 138,005 253 116,414
Midwest (OH,IL,MI) 111 50,238 65 23,686
Southeast (FL,NC,TN) 102 48,758 54 26,724
Southwest (AZ,NV,TX) 133 67,703 194 67,219
West Coast (CA) 119 79,101 42 21,688
Total 979 $497,546 858 $373,985
(1) Contracts for the three-month and six-month periods ended April 30, 2001
included $5,100,000 (17 homes) and $9,433,000 (32 homes), respectively, from
an unconsolidated 50% owned joint venture. Contracts for the three-month and
six-month periods ended April 30, 2000 included $3,135,000 (12 homes) and
$7,894,000 (30 homes), respectively, from this joint venture. Backlog as April
30, 2001 and 2000 included $10,919,000 (37 homes) and $14,855,000 (55 homes),
respectively, from this joint venture.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable
PART II. Other Information
ITEM 1. Legal Proceedings
None.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company's 2001 Annual Meeting of Shareholders was held on
March 22, 2001.
The following proposals were submitted and approved by security
holders at the Annual Meeting. There was 36,494,010 shares of
the Company's common stock eligible to vote at the 2001 Annual
Meeting.
(i) The election of four directors to hold office until the
2004 Annual Meeting of Shareholders.
WITHHELD
NOMINEE FOR AUTHORITY
Zvi Barzilay 32,517,355 1,871,164
Edward G. Boehne 33,625,877 762,641
Richard J. Braemer 33,196,239 1,192,279
Carl B. Marbach 33,638,462 750,057
(ii) The approval of proposed amendments to the Company's
Certificate of Incorporation.
FOR AGAINST ABSTAIN
23,528,066 6,079,383 126,318
(iii) The approval of proposed amendment to the Toll Brothers,
Inc. Cash Bonus Plan.
FOR AGAINST ABSTAIN
32,376,099 1,852,027 160,392
(iv) The approval of the Toll Brothers, Inc. Executive Officer
Cash Bonus Plan.
FOR AGAINST ABSTAIN
33,135,339 1,094,381 158,797
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Amendment to the Toll Brothers, Inc. Cash Bonus Plan
dated as of December 14, 2000.
10.2 Toll Brothers, Inc. Executive Officer Cash Bonus Plan
10.3 Amended and Restated Credit Agreement by and among
First Huntingdon Finance Corp., Toll Brothers,Inc.
and the Lenders dated May 18, 2001.
(b) Reports on Form 8-K
None
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.
TOLL BROTHERS, INC.
(Registrant)
Date: June 12, 2001 By: /s/ Joel H.Rassman
Joel H. Rassman
Senior Vice President,
Treasurer and Chief
Financial Officer
Date: June 12, 2001 By: /s/ Joseph R. Sicree
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting Officer)