U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) -------- OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly period ended Commission File June 30, 2001 Number 0-5781 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) -------- OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------ --------------------- EMEX CORPORATION (formerly Hawks Industries, Inc.) . (Exact name of small business issuer as specified in its charter) NEVADA 83-0211955 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 115 East 57th Street, Suite 1540 New York, NY 10022 . (Address of principal executive offices) (212) 593-2500 (Issuer's telephone number) NOT APPLICABLE (Former name, former address, and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 -------- ------ Common stock, 24,498,327 shares having a par value of $.01 per share were outstanding as of August 9, 2001. Transitional Small Business Disclosure format (check one): Yes No X --------- ----------- EMEX CORPORATION AND SUBSIDIARIES Index Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000 1 Consolidated Statements of Operations and Comprehensive Income/ (Loss) for the six months and three months ended June 30, 2001 and 2000 2 Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2000 3 Notes to Consolidated Financial Statements 4-8 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 9-10 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) CONSOLIDATED BALANCE SHEETS JUNE 30, 2001 AND DECEMBER 31, 2000 June 30, December 31, 2001 2000 ------------ ------------ (Unaudited) ASSETS ------ CURRENT ASSETS Cash $ 214,000 $ 2,279,000 Accounts receivable 14,000 35,000 Other current assets 133,000 80,000 ------------ ------------ Total current assets 361,000 2,394,000 ------------ ------------ PROPERTY AND EQUIPMENT, net 3,450,000 2,738,000 ------------ ------------ INVESTMENTS AND OTHER ASSETS Note receivable 21,000 24,000 Available for sale investment 32,000 5,000 Goodwill, net 354,000 373,000 Other assets 74,000 154,000 ------------ ------------ 481,000 556,000 ------------ ------------ $ 4,292,000 $ 5,688,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES Notes payable $ 152,000 $ 152,000 Capital lease obligation 23,000 18,000 Accounts payable 1,705,000 437,000 Accrued liabilities 104,000 134,000 ------------ ------------ Total current liabilities 1,984,000 741,000 ------------ ------------ LONG TERM DEBT Notes payable - related party 2,964,000 1,619,000 Capital lease obligation 43,000 55,000 ------------ ------------ 3,007,000 1,674,000 ------------ ------------ COMMITMENTS AND CONTINGENCIES MINORITY INTEREST -- -- SHAREHOLDERS' EQUITY Capital stock: Preferred stock, $.01 par value, authorized 997,000 shares: no shares issued -- -- Common stock, $.01 par value, 50,000,000 shares authorized 24,498,327 shares issued and outstanding 245,000 245,000 Capital in excess of par value of common stock 17,945,000 17,945,000 Accumulated other comprehensive loss (43,000) (11,000) Accumulated deficit (18,846,000) (14,906,000) ------------ ------------ (699,000) 3,273,000 ------------ ------------ $ 4,292,000 $ 5,688,000 ============ ============ See notes to consolidated financial statements 1 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (Unaudited) Three Months ended Six Months ended June 30, June 30, ------------------ ---------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Operating revenue: Oil and gas sales $ 19,000 $ -- $ 51,000 $ -- Consulting fees -- 8,000 5,000 12,000 ------------ ------------ ------------ ------------ 19,000 8,000 56,000 12,000 ------------ ------------ ------------ ------------ Operating expenses: Lease operating 8,000 -- 22,000 -- Exploration 1,238,000 370,000 1,667,000 666,000 Research and development 282,000 118,000 619,000 231,000 Depreciation, depletion and amortization 67,000 20,000 126,000 37,000 General and administrative 785,000 377,000 1,506,000 836,000 ------------ ------------ ------------ ------------ 2,380,000 885,000 3,940,000 1,770,000 ------------ ------------ ------------ ------------ Operating loss from continuing operations (2,361,000) (877,000) (3,884,000) (1,758,000) Other income (expense): Interest income 2,000 -- 15,000 -- Interest expense (41,000) (192,000) (71,000) (361,000) ------------ ------------ ------------ ------------ Loss from continuing operations before taxes (2,400,000) (1,069,000) (3,940,000) (2,119,000) ------------ ------------ ------------ ------------ Provision for taxes: Current -- -- -- -- ------------ ------------ ------------ ------------ Net loss $ (2,400,000) $ (1,069,000) $ (3,940,000) $ (2,119,000) ------------ ------------ ------------ ------------ Earnings per share: Weighted average number of common shares outstanding 24,498,327 23,280,470 24,498,327 23,280,470 Basic and diluted loss $ (0.10) $ (0.05) $ (0.16) $ (0.09) ------------ ------------ ------------ ------------ COMPREHENSIVE INCOME/(LOSS) Net loss $ (2,400,000) $ (1,069,000) $ (3,940,000) $ (2,119,000) Other comprehensive income/(loss): Unrealized gain/(loss) on available-for-sale securities (7,000) (3,000) (31,000) 3,000 Change in currency translation 3,000 -- (1,000) -- ------------ ------------ ------------ ------------ Comprehensive (loss) $ (3,404,000) $ (1,072,000) $ (3,972,000) $ (2,116,000) ------------ ------------ ------------ ------------ See notes to consolidated financial statements 2 EMEX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (formerly Hawks Industries, Inc.) FOR THE SIX MONTHS ENDED JUNE 30, 2001, AND 2000 (unaudited) 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(3,940,000) $(2,119,000) Add: depreciation, depletion and amortization 126,000 37,000 accrued interest 60,000 361,000 Changes in assets and liabilities: Accounts receivable (37,000) (5,000) Other current assets (50,000) (21,000) Other assets 80,000 (4,000) Accounts payable 1,268,000 (234,000) Accrued liabilities (30,000) (1,000) ----------- ----------- Cash used in operating activities (2,523,000) (1,986,000) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of fixed assets (820,000) (513,000) ----------- ----------- Cash used in investing activities (820,000) (513,000) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Notes payable 1,285,000 2,547,000 Capital lease payments (7,000) -- ----------- ----------- Cash provided by financing activities 1,278,000 2,547,000 ----------- ----------- NET (DECREASE) INCREASE IN CASH (2,065,000) 48,000 CASH AT BEGINNING OF YEAR 2,279,000 47,000 ----------- ----------- CASH AT END OF PERIOD $ 214,000 $ 95,000 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 11,000 $ -- Income taxes $ -- $ -- Schedule of Noncash Investing and Financing Transactions: Marketable securites received in payment of account receivable $ 53,000 $ -- Marketable securities received in payment for option $ 5,000 $ -- See notes to consolidated financial statements 3 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION OF INTERIM PERIOD STATEMENTS: The accompanying financial statements are unaudited and have been presented by Emex Corporation and Subsidiaries (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures typically included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from such estimates and assumptions. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's 2000 Annual Report on Form 10KSB pages F-1 to F-20. The results of operations for an interim period are not necessarily indicative of the results of operations for a full year. The Company was incorporated under the name of Burton-Hawks, Inc. on March 19, 1971, and through mid-1986 was solely engaged in the business of oil and gas exploration, development and production, and conducted its operations primarily in the Rocky Mountain region of the United States. Commencing in 1986, due to market conditions in the oil and gas industry, the Company commenced a program of diversification. In October 1988 the name of the Company was changed to Hawks Industries, Inc. Since September 2000 the business of the Company has been carried on principally through two divisions, namely, the Company's Lands Division, which is engaged primarily, through subsidiaries, in exploration for and development of gold and other metal and mineral resources in Alaska, and the Company's Technologies Division, which is primarily engaged, through a subsidiary, in the development of environmentally friendly technologies related to the conversion of natural gas into liquid fuels, specialty chemicals and waxes and other products, with co-generation of electricity and production of potable water as additional results of the process. In addition, the Company continues to hold working interests in several oil and gas properties. In February 2001 the Company's name was changed to Emex Corporation. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Common Stock Issued and Outstanding and Loss Per Share The Company uses the weighted average number of shares outstanding in calculating loss per share data. Refer to the Company's Annual Report on form 10KSB, Note 2 for the computation of weighted number of shares outstanding. There were no common stock equivalents for any of the periods presented. Stockholders' Equity as of December 31, 2000 and Earnings per share for the periods presented have been restated to give effect of the 1,169,963 stock dividend effective May 18, 2001. 4 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Risks and Uncertainties Mining Activities The Company is currently exploring for minerals and has yet to exercise any options to lease prospects. The Company has therefore not produced any revenues since inception and there can be no assurance that revenues will be generated during the next twelve months. The Company's operations will be significantly affected by the market price of gold. Gold prices can fluctuate widely and are affected by numerous factors that are beyond the Company's control. A further sustained period of low gold prices could have a material adverse effect on the Company's financial position, results of operations and its ability to raise additional financing. Energy Technology The Company is currently researching to develop new approaches for natural gas utilization and has yet to generate any revenues from this research since inception. There can be no assurance that revenues will be generated during the next twelve months. Oil and Gas Producing Activities Historically, the market for oil and natural gas has experienced significant price fluctuations. Prices for oil and natural gas in the Rocky Mountain region have been particularly volatile in recent years. The price fluctuations can result from variations in weather, levels of regional or national production, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in prices received could have a significant impact on future results. NOTE 3 - RELATED PARTY ACTIVITY At June 30 2001 and December 31, 2000, the Company had advances from Equistar totaling $1,548,000 and $1,549,000 respectively. The advances accrue interest at 7% per annum and are due to be repaid on July 31, 2002. Accrued interest on the advances totaled $124,000 and $70,000 at June 30 2001 and December 31, 2000, respectively. Interest expense on advances were $54,000 and $361,000 for the six months ended June 30, 2001 and 2000 respectively. 5 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - RELATED PARTY ACTIVITY (continued) The Company's funding agreement with Equistar expired on March 31, 2001. Subsequent thereto, the Company received written confirmation from Universal Equities Consolidated LLC, and Thorn Tree Resources, L.L.C.,major shareholders of the company, that they were prepared to furnish the necessary bridge funding referred to in the management discussion and analysis and plan of operation in the Company's Form 10-KSB for the year ended December 2000. Emex Corporation's ability to continue as a going concern is dependent upon continued support of the kind or obtaining an alternative source of financing. As part of the bridge financing, during the quarter ended June 30, 2001, the Company received loan proceeds in the amount of $1,085,000 from Thorn Tree Resources and $200,000 from Universal Equities. These loans accrue interest at 7% per annum and are due to be repaid on July 31, 2002. Prior to maturity, these loans can be converted at the lender's election, into shares of common stock, at the rate of one share of common stock for each ten dollars of the loan principal. Accrued interest and interest expense as of June 30, 2001 for these loans totaled $5,000 to Thorn Tree Resources, L.L.C. and $2,000 to Universal Equities Consolidates, LLC. The Company's corporate offices in New York City are occupied under a use and occupancy agreement with Equistar Consolidated Holdings, LLC, a company owned indirectly by the principals of Universal Equities Consolidated, LLC and Thorn Tree Resources, L.L.C., the Company's major stockholders. Under the terms of the agreement, payments of rent are made directly by the Company to the Landlord and no payments are made to Equistar. The Company's secretary, Stuart G. Schwartz, is counsel to the Company. He received legal fees from the Company for the six months ended June 30, 2001 and 2000 in the amount $47,000 and $33,000 respectively. NOTE 4 - COMMITMENTS AND CONTINGENCIES Doyon Agreement On May 27, 1997, the Company entered into an Option Agreement (the "Agreement") with Doyon Limited ("Doyon") with respect to certain lands in Alaska. The Agreement provides the Company with the exclusive right to explore for minerals until January 1, 2002, to lease prospects identified thereon, and to develop and produce minerals pursuant to such leases. The optioned lands encompass approximately seven million acres comprised of 24 individually named blocks, plus additional rights to surrounding lands within areas of interest. The Agreement requires the Company to spend $9 million over the life of the Agreement, with minimum commitments per year and with specific minimum expenditures per block. Exploration expenditures in excess of the minimum amount may be carried forward and credited to expenditure requirements for future years with certain limitations. As of June 30, 2001, the Company had spent over $8 million of the $9 million required to be spent over the life of the agreement. 6 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued) At any time during the agreement term, the Company may, if it has conducted a specified minimum amount of drilling, made a specified minimum amount of exploration expenditures and received a positive pre-feasibility study with respect to a particular mineral area, exercise its option to lease that area for mineral development for a specified initial term. If the Company achieves commercial production during the initial term, the lease will continue as long as there is commercial production. The Company may obtain leases on an unlimited number of areas currently owned by Doyon, and on areas from lands selected by Doyon pursuant to the Alaska Native Claims Settlement Act, but not yet conveyed to Doyon. Each mining lease will provide for an annual payment to Doyon commencing upon the execution of the lease of a specified amount per acre leased, but not less than a specified annual minimum total, until a feasibility study is delivered to Doyon. If a feasibility study is not delivered to Doyon before the fifth anniversary of the execution of the lease, the annual per acre and minimum total amounts increase. The Company must also incur minimum expenditures until the feasibility study is delivered to Doyon. Starting on the date of submittal of a feasibility study, North Star is required to pay Doyon a yearly advance royalty, which is larger than the annual minimum total that was payable prior to feasibility, and which is recoupable out of 50% of future royalties. From commencement of commercial production the Company is required to pay Doyon the larger of a specified percentage royalty of net Smelter returns or a specified percentage of net profits, until payback, and the larger of an increased percentage royalty of net Smelter returns or an increased percentage of net profits, after payback. Doyon reserves the right to buy a fractional portion of the equity in a project after deliverance of a positive feasibility study. During the period reported on, the Company has paid $300,000 to Doyon, Limited ("Doyon") for the option payment referred to in the Company's report on Form 10-QSB for the quarter ended March 31, 2001, and the Company has continued its negotiations with Doyon with a view to modify the option agreement to eliminate certain technical non-compliances by the Company and so as to extend the agreement's term for an additional three years beyond its present expiration date, which is January 31, 2002. Subsequent to the end of the period reported on, additional communications have been received from Doyon which mention the necessity of making certain payments for exploration activities and incurring required exploration expenditures as a condition of continuation of North Star's rights. At June 30, 2001 the Company's required exploration expenditures commitment under the Agreement is approximately $1,000,000 through January 31, 2002. 7 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued) Legal Actions Three class actions have been instituted against the Company in the United States District Court for the Southern District of New York by stockholders who allegedly purchased shares during a portion of the period reported on and who claim they were induced to do so by a press release issued by the Company concerning the project financing for the Blue Star natural gas conversion plant. The amount of damages sought is not set forth in any of the complaints. The factual basis for each of the actions is a claim that the press release in question over- stated the role of a company known as Credit Suisse First Boston Corporation in the matter and was therefore false and misleading. The Company believes that the claim is without merit and intends to resist it vigorously. Environmental Compliance The Company's management believes that it is in compliance with environmental laws and regulations as currently enacted. The Company's management has filed all necessary permits to fulfill current environmental compliance requirements. However, the exact nature of environmental compliance, which the Company may be exposed to in the future, cannot be predicted. This is primarily due to the increasing number, complexity and changing character of environmental requirements that may be enacted by federal and state authorities. Provisions for reclamation will be made when mining begins. Bridge Financing The Company funding agreement with Equistar expired on March 31, 2001. Subsequent thereto, the Company received written confirmation from Universal Equities Consolidated LLC, and Thorn Tree Resources, L.L.C. major shareholders of the Company, that they were prepared to furnish the necessary bridge funding referred to in the management discussion and analysis and plan of operation in the Company's Form 10-KSB for the year ended December 31, 2000. Emex Corporation's ability to continue as a going concern is dependent upon continued support of that kind or obtaining an alternative source of financing. 8 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This report on Form 10-QSB includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact included in this report on Form 10-QSB are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in this report on Form 10-QSB, including without limitation in conjunction with the forward-looking statements contained in this report on Form 10-QSB. The principal changes in the Company's financial condition from the end of the preceding fiscal year to the date of its June 30,2001 balance sheet, i.e. a reduction of $2,065,000 in its cash on hand and an increase of $1,243,000 in current liabilities, are primarily due to the Company's two principal divisions, namely, its Lands Division and its Technology Division, still being in, respectively, the exploration and development stages, as a result or which both of those divisions have yet to generate material revenues. As compared with the corresponding fiscal year-to-date period of the preceding fiscal year, the $1,821,000 increase in losses from continuing operations for the six months period ended June 30, 2001 was due primarily to increases of $1,001,000 in exploration expensed, $388,000 in research and development expense, $670,000 in general and administrative expense and $89,000 in depreciation, depletion and amortization, which were partially offset by a decrease of $305,000 in net interest expense. As compared with the corresponding quarter of the preceding fiscal year, the $1,495,000 increase in losses from continuing operations for the three months period ended June 30, 2001 was due primarily to increases of $868,000 in exploration expense, $164,000 in research and development expense $408,000 in general and administrative expense and $47,000 in depreciation, depletion and amortization, which were partially offset by a decrease of $153,000 in net interest expense. In order to obtain funds for operations, the Company borrowed funds from its two major shareholders, Thorn Tree Resources, L.L.C. and Universal Consolidated Equities, LLC. amounting to approximately $1,285,000 during the period reported on. Thorn Tree has continued to lend the Company funds for operations since the end of the period reported on and, during July and August 2001, has advanced more than $1,390,000 in addition to the amounts referred to above. During the period reported on, the Company paid $300,000 to Doyon, Limited ("Doyon") for the option payment referred to in the Company's reports on Form 10KSB for the year ended December 31, 2000 and on Form 10-QSB for the quarter ended March 31, 2001. Subsequent to the 9 EMEX CORPORATION AND SUBSIDIARIES (formerly Hawks Industries, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS end of the period reported on, Doyon has called upon the Company to make payments for certain exploration activities and to incur additional exploration expenditures required by the agreement between the Company and Doyon in order to avoid termination for default. The Company will need additional loans in order to be able to comply with those requests and preserve its rights under the agreement. For purposes of more permanent financing for operations, the Company is actively engaged in negotiations for a private placement of capital stock which it is hoped will be completed this year. In addition, the public rights offering referred to in the Company's previous report on Form 10-QSB is believed to be a potential source of additional capital if and when market and price conditions improve. The Company's agreement with a financial institution to provide project financing for the Blue Star natural gas conversion plant is still in place and, as previously stated, is expected to proceed when a marketing structure and marketing arrangements are completed. Progress has been made in that regard, although not as rapidly as was anticipated, and the Company now believes that matters will be sufficiently advanced to enable the proposed syndication of the project financing to move forward in the autumn. There can be no assurance that such private placement, reports offering or project financing will be consummated. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Three purported class actions have been instituted against the Company in the United States District Court for the Southern District of New York by stockholders who allegedly purchased shares during a portion of the period reported on and who claim they were induced to do so by a press release issued by the Company concerning the project financing for the Blue Star natural gas conversion plant The lawsuits are captioned as follows: Masters v Emex Corporation, et al., Civil Action No. 01-CV-4886, Carlin v Emex Corporation, et al., Civil Action No. 01-CV-5060, and Martin v. Emex Corporation, et al., Civil Action No. 01-CV-6255. The amount of damages sought is not set forth in any of the complaints. The factual basis for each of the actions is claim that the press release in question over- stated the role of a company known as Credit Suisse First Boston Corporation in the matter and was therefore false and misleading. The Company believes that the claim is without merit and intends to resist it vigorously. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A report on form 8-k was filed for the month of May 2001 in which the Company reported the making of $425,000 of the loans from Thorn Tree and Universal referred to above. 10 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. EMEX CORPORATION (formerly Hawks Industries, Inc.) (Registrant) By /s/ Walter W. Tyler (President and Chief Executive Officer) ------------------------------------------------------------------ Date August 14, 2001 ------------------------------------------------------------------ By /s/ Milton E. Stanson (Treasurer and Chief Financial Officer) ------------------------------------------------------------------ Date August 14, 2001 ------------------------------------------------------------------ 11