================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30841 UNITED ENERGY CORP. (Exact name of registrant as specified in its charter) Nevada 22-3342379 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No. ) 600 Meadowlands Parkway, Secaucus, N.J. 07094 (Address of principal executive offices) (Zip Code) (201) 842-0288 (Registrant's telephone number, including area code) Indicate by check mark whether the Issuer (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 Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No The number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. UNITED ENERGY CORP. Class Outstanding as of September 29, 2000 ----- ------------------------------------ 15,830,270 shares Common Stock, $.01 par value Outstanding as of January 31, 2002 ---------------------------------- 16,080,270 shares INDEX PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (Unaudited)...........................................................4 Consolidated balance sheets June 30, 2000 (Unaudited) (Revised) and March 31, 2000 (Revised)......5 Consolidated statement of operations for the three months ended June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised)....6 Consolidated statements of cash flows for the three months ended June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised)....7 Notes to consolidated financial statements June 30, 2000 (Revised)...............................................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................11 Item 3. Quantitative and Qualitative Disclosures About Market Risk...........13 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................................................13 Item 2. Changes in Securities and Use of Proceeds............................13 Item 3. Defaults upon Senior Securities .....................................13 Item 4. Submission of Matters to a Vote of Security Holders..................13 Item 5. Other Information- Credit Line with Fleet Bank, N.A..................13 Item 6. Exhibits and Reports on Form 8-K.....................................14 Signatures....................................................................15 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements UNITED ENERGY CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Page ---- CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets as of June 30, 2000 (Unaudited) (Revised) and March 31, 2000 (Revised)............................................. 5 Consolidated Statements of Operations for the Three Months Ended June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised)....... 6 Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised). 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Revised).......................8-10 4 UNITED ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2000 (Unaudited) (Revised) AND MARCH 31, 2000 (Revised) June 30, 2000 March 31, 2000 ------------- -------------- (Unaudited) (Revised) (Revised) ASSETS CURRENT ASSETS: Cash and cash equivalents .................................. $ 68,204 $ 46,008 Accounts receivable, net of allowance for doubtful accounts of $73,100 and $18,260, respectively ........... 273,774 445,949 Inventory .................................................. 802,172 592,285 Prepaid expenses ........................................... 251 -- ----------- ----------- Total current assets .................................. 1,144,401 1,084,242 PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $18,205 and $17,320, respectively ...... 8,776 9,661 OTHER ASSETS: Goodwill, net of accumulated amortization of $8,952 and $7,957, respectively ................................ 77,571 78,566 Patent, net of accumulated amortization of $11,984 and $9,479, respectively ................................ 138,284 140,789 Other assets ............................................... 1,385 1,585 ----------- ----------- Total assets .......................................... $ 1,370,417 $ 1,314,843 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expenses ...................... $ 301,149 $ 385,176 Accounts payable to shareholders ........................... 350,000 350,000 Related party loans payable ................................ 24,718 24,718 Short-term bank loan and revolving line of credit .......... 163,959 5,697 ----------- ----------- Total current liabilities ............................. 839,826 765,591 ----------- ----------- STOCKHOLDERS' EQUITY (DEFICIT): Common stock; 100,000,000 shares authorized of $0.01 par value, 15,830,270 shares issued and outstanding as of June 30 and March 31, 2000 ........................ 158,302 158,302 Additional paid-in capital ................................. 3,854,552 3,792,052 Stock subscription receivable .............................. (25,000) (25,000) Accumulated deficit ........................................ (3,457,263) (3,376,102) ----------- ----------- Total stockholders' equity ............................ 530,591 549,252 ----------- ----------- Total liabilities and stockholders' equity ............ $ 1,370,417 $ 1,314,843 =========== =========== The accompanying notes are an integral part of these consolidated balance sheets. UNITED ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited) (Revised) For the Three Months Ended June 30, ------------- 2000 1999 ---- ---- (Revised) (Revised) (Unaudited) REVENUES, net .................................. $ 836,332 $ 502,616 COST OF GOODS SOLD ............................. 546,330 280,261 ------------ ------------ Gross profit ........................... 290,002 222,355 ------------ ------------ OPERATING EXPENSES: General and administrative .................. 303,344 189,721 Executive services contributed by management 62,500 62,500 Depreciation and amortization ............... 4,385 4,553 ------------ ------------ Total operating expenses ............... 370,229 256,774 ------------ ------------ Income (loss) from operations .......... (80,227) (34,419) ------------ ------------ OTHER (EXPENSE) INCOME, net: Interest income ............................. -- 1,673 Interest expense ............................ (934) (330) ------------ ------------ Total other (expense) income, net ...... (934) 1,343 ------------ ------------ Net Income (loss) ...................... (81,161) (33,076) ============ ============ BASIC AND DILUTED LOSS PER SHARE: .............. $ (0.01) $ (0.00) ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, basic and diluted ........................... 15,830,270 15,753,770 ============ ============ The accompanying notes are an integral part of these consolidated statements. 6 UNITED ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) (REVISED) For the Three Months Ended June 30, 2000 1999 ---- ---- (Unaudited) (Revised) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ...................................................... $ (81,161) $ (33,076) Adjustments to reconcile net income to net cash used in operating activities- Depreciation and amortization .............................. 4,385 4,553 Executive services contributed by management ............... 62,500 62,500 Changes in operating assets and liabilities- Decrease (increase) in accounts receivable ................. 172,175 (198,684) Increase in inventory ...................................... (209,887) (122,450) Increase in prepaid expenses ............................... (251) -- Decrease (increase) in other assets, net ................... 200 (4,885) Increase (decrease) in accounts payable and accrued expenses (84,027) 120,900 --------- --------- Net cash used in operating activities .................... (136,066) (171,142) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Payments for patent ........................................... -- (6,129) --------- --------- Net cash used in investing activities .................... -- (6,129) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds (payments) on line of credit, net .................... (1,738) 43,362 Proceeds from bank loan ....................................... 160,000 -- Proceeds from loans payable to related party .................. -- 215,000 --------- --------- Net cash provided by financing activities ................ 158,262 258,362 --------- --------- Net increase in cash and cash equivalents ................ 22,196 81,091 CASH AND CASH EQUIVALENTS, beginning of period ................... 46,008 172,448 --------- --------- CASH AND CASH EQUIVALENTS, end of period ......................... $ 68,204 $ 253,539 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period- Interest ................................................... $ 174 $ 330 Income taxes ............................................... 720 400 The accompanying notes are an integral part of these consolidated statements. 7 UNITED ENERGY CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (REVISED) JUNE 30, 2000 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company's financial position at June 30, 2000 and March 31, 2000 and the results of its operations and cash flows for the three months ended June 30, 2000 and 1999. All such adjustments are of normal recurring nature. Interim financial statements are prepared on a basis consistent with the Company's annual financial statements. Results of operations for the three-month period ended June 30, 2000 are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2001. The consolidated balance sheet as of March 31, 2000 (Revised) has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Registration statement on Form 10, as amended. 2. STOCK OPTION PLAN On May 3, 1999, the Board of Directors approved the 1999 Comprehensive Stock Option Plan (the "1999 Plan"). Under the 1999 Plan, the Company is authorized to grant stock options, the exercise of which would allow up to an aggregate of 2,000,000 shares of the Company's common stock to be acquired by the holders of said awards. The awards can take the form of Incentive Stock Options ("ISOs") or Nonstatutory Stock Options ("NSOs"). ISOs and NSOs are to be granted in terms not to exceed ten years. The exercise price of the ISOs and NSOs will be no less than the market price of the Company's common stock on the date of grant. Adoption of the 1999 Plan is pending shareholder approval. 3. CREDIT LINE AGREEMENT In June 2000, the Company obtained a $1,000,000 line of credit from Fleet Bank. Borrowings under the credit line bear interest at prime. Interest is payable monthly. Amounts outstanding under the line of credit are subject to repayment on demand and are secured by accounts receivable, inventory, furniture and fixtures, machinery and equipment and a pledge of 750,000 shares of the Company's common stock held in escrow. The line is also secured by the personal guarantee of a shareholder of the Company. The line of credit is subject to certain covenants, including financial covenants to which the Company must adhere on a quarterly or annual basis. Borrowings under the line of credit must be reduced to zero for a period of 30 consecutive days in any twelve-month period. 8 UNITED ENERGY CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (REVISED)--(Continued) 4. SEGMENT INFORMATION Under the provision of SFAS No.131 the Company's activities fall within two operating segments: Graphic Arts and Specialty Chemicals. The following tables set forth the Company's industry segment information for the three months periods ended June 30, 2000 (revised) and 1999 (revised): The Company's total revenues and net income (loss) from operations and identifiable assets by segment for the three months ended June 30, 2000, (Revised) are as follows: Graphic Specialty Arts Chemicals Corporate Total ---- --------- --------- ----- Revenues ..................................................................... $ 802,517 $ 33,815 $ -- $ 836,332 ========== ========= ========= =========== Gross profit ................................................................. 281,504 8,498 -- $ 290,002 General and administrative ................................................... 98,106 32,711 172,527 $ 303,344 Executive services contributed by management ................................. -- -- 62,500 $ 62,500 Depreciation and amortization ................................................ -- 3,868 517 $ 4,385 Interest expense (income) .................................................... 934 -- -- $ 934 ---------- --------- --------- ----------- Net Income (loss) ............................................................ $ 182,464 $ (28,081) $(235,544) $ (81,161) ========== ========= ========= =========== Accounts receivable .......................................................... $ 264,374 $ 9,400 $ -- $ 273,774 Inventory .................................................................... 751,294 50,878 -- $ 802,172 Fixed Assets ................................................................. -- -- 8,776 $ 8,776 Goodwill ..................................................................... -- 77,571 -- $ 77,571 Patent ....................................................................... -- 138,284 -- $ 138,284 Other Assets ................................................................. -- -- 69,840 $ 69,840 ---------- --------- --------- ----------- Total assets ........................................................... $1,015,663 $ 276,133 $ 78,616 $ 1,370,417 ========== ========= ========= =========== The Company's total revenues and net income (loss) from operations by segment for the three months ended June 30, 1999 (Revised), are as follows: Arts Chemicals Corporate Total ---- --------- --------- ----- Revenues ..................................................................... $ 404,374 $ 98,242 $ -- $ 502,616 ========== ========= ========= =========== Gross profit ................................................................. 194,471 27,884 -- $ 222,355 General and administrative ................................................... 44,424 43,872 101,425 $ 189,721 Executive services contributed by management ................................. -- -- 62,500 $ 62,500 Depreciation and amortization ................................................ -- 4,113 440 $ 4,553 Interest expense (income) .................................................... 330 -- (1,673) $ (1,343) ---------- --------- --------- ----------- Net Income (loss) ............................................................ $ 149,717 $ (20,101) $(162,692) $ (33,076) ========== ========= ========= =========== 9 UNITED ENERGY CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (REVISED)-- (Continued) 5. REVISION OF CONSOLIDATED FINANCIAL STATEMENTS Subsequent to the issuance of its March 31, 2001 financial statements, the Company recorded compensation for the executives' services that were contributed by management in the amount of $250,000 for each fiscal year (or $62,500 for each fiscal quarter) commencing in 1996. Previously, no compensation expense was reflected, as none was paid. Generally Accepted Accounting Principles require that the fair value of these services be reflected as an expense with the offset reflected in additional paid-in-capital. Such expense has now been reflected retroactively to 1996. Accordingly, the June 30, 2000 and March 31, 2000 Consolidated Balance Sheets have been revised for the above. The Company also recorded additional non-cash compensation expense for stock given to outside consultants during fiscal 1999 and 2000, amounting to $103,750 and $48,210, respectively. The Company recorded a $325,000 gain for the fair value of the cancellation of 400,000 shares of the Company's stock returned to the Company in connection with the settlement of claims arising from the discontinuance of the equipment division in fiscal year 1998 and recorded $75,000 in expense relating to fiscal year 1996 for the issuance of 50,000 shares in connection with the SciTech acquisition. The amounts have been included in the accumulated deficit balance on the Consolidated Balance Sheets. None of the above impacted working capital or total stockholders' equity. Accordingly, the Consolidated Statement of Operations for the three months ended June 30, 1999 and 2000 has been revised to reflect the $62,500 of executive services contributed by management in each quarter. The above resulted in losses per share of $.00 and $.01 for the three months ended June 30, 1999 and June 30, 2000, respectively. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW United Energy considers its primary focus to be the development, manufacture and sale of environmentally safe specialty chemical products. The Company considers its leading product in terms of future earnings potential to be its KH-30(R) oil and gas well cleaning product. KH-30(R) is an environmentally-safe, non-petroleum based product that is non-toxic and will biodegrade. Moreover, the use of KH-30(R) in the well has additional beneficial effects "downstream" resulting in cleaner flow lines and holding tanks. KH-30(R) has also been tested to be refinery compatible in that it contains no materials that are harmful to the refining process. This product has yet to achieve any significant market penetration. One of United Energy's specialty chemical products is a photo-sensitive coating that is applied to paper to produce what is known in the printing industry as proofing paper or "blue line" paper. The Company developed this formulation over several years of testing. The Company's patent attorneys have informed the Company that the formulation is technically within the public domain as being within the scope of an expired duPont patent. However, the exact formulation utilized by the Company has not been able to be duplicated by others and is protected by the Company as a trade secret. The product is marketed under the trade name UNIPROOF(R). The Company introduced its UNIPROOF(R) proofing paper in June of 1999. By March of 2000, sales of the product had increased to more than $200,000 per month and amounted to a total of $1,724,695 during the fiscal year ended March 31, 2000. UNIPROOF(R) sales totaled $666,095 for the quarter ended June 30, 2000. The Company's business plan is to use UNIPROOF(R) proofing paper sales to provide the cash flow to support world wide marketing efforts for its KH-30(R) oil well cleaner and, to a lesser extent the other specialty chemical products developed by the Company which are described in its Form 10, as amended. In order to provide working capital to build UNIPROOF(R) sales, in June 2000 the Company entered into a $1,000,000 Line of Credit Agreement with Fleet Bank, N.A., the material terms of which are described below under "Liquidity and Capital Resources." Subsequent to the issuance of its March 31, 2001 financial statements, the Company revised its financial statements to reflect the value of contributed executive services and for other adjustments. See Note 5 above of Notes to Consolidated Financial Statements for a more complete description of such revisions. THREE MONTHS ENDED JUNE 30, 2000 AND 1999 Revenues Revenues for the first three months of fiscal 2001 were $836,332, a $333,716, or 66% increase over revenues of $502,616 in the first three months of fiscal 2000. The increase in revenues was primarily due to an increase in UNIPROOF(R) sales. Cost of Goods Sold Cost of goods sold increased to $546,330 or 65% of sales, for the quarter ended June 30, 2000 from $280,261 or 56% of sales, for the quarter ended June 30, 1999. The numerical increase was primarily due to higher production of UNIPROOF(R) proofing paper. Gross Profit Gross profit for June 30 quarter of fiscal year 2001 was $290,002, a $67,647 or 30% increase from $222,355 in the corresponding period of fiscal 2000. This increase was primarily attributable to increased UNIPROOF(R) sales. 11 Operating Costs and Expenses General and Administrative Expenses. General and administrative expenses increased to $303,344, or 36% of revenues for the quarter ended June 30, 2000 from $189,721, or 38% of revenues for the quarter ended June 30, 1999. The numerical increase included a $54,840 addition to the allowance for doubtful accounts receivable. Executive Services Contributed by Management. Senior Executives of the Company contributed $62,500 of services in the quarters ended June 30, 2000 and 1999 which was recorded as an expense. Interest Expense, Net of Interest Income. The Company had interest expense of $934 for the June 30 quarter of 2000 compared with net interest income of $1,343 in the corresponding 1999 period. Net Loss. The quarter ended June 30, 2000, resulted in a net loss of $81,161, as compared to a net loss of $33,076 for the quarter ended June 30, 1999. The greater loss in the 2000 period is primarily the result of the higher allowance for doubtful accounts and increased professional fees. Liquidity and Capital Resources Historically, the Company has financed its operations through equity contributions from principals and from third parties supplemented by funds generated from its business. As of March 31, 2000, we had $46,008 in cash, accounts receivable of $445,949 and inventories of $592,285. As of June 30, 2000 we had $68,204 in cash, accounts receivable of $273,774 and inventory of $802,172. Cash Provided by Financing Activities. Net cash generated from financing activities decreased to $158,262 for the period ended June 30, 2000 from $258,362 for the period ended June 30, 1999, a net decrease of $100,100. The higher amount in 1999 had been needed to cover increased accounts receivable and increased inventory in that period over the immediately preceding period. Inventories at March 31, 2000 were $592,285, and increased to $802,172 at June 30, 2000, an increase of $209,887. Most of the increase was due to raw materials acquired during the quarter to support higher future production levels. Capital expenditures were negligible during the three months ended June 30, 2000 and during the corresponding period of 1999. United Energy has no material commitments for future capital expenditures. However, our need for working capital will continue to grow if we continue to achieve higher levels of sales. As a result, in June 2000, the Company closed on an agreement for a $1.0 million revolving credit facility with Fleet Bank, N.A. The credit line, which is collateralized by substantially all of the assets of the Company, accrues interest at a rate equal to the prime rate. As of June 30, 2000, $160,000 was outstanding under the credit line. The credit line is further secured by a pledge of 750,000 shares of the Company's common stock held in treasury and by the guarantee of a shareholder of the Company. See also, Part II, Item 5. Other Information for more complete information. United Energy believes that its existing cash and credit facility will be sufficient to enable it to meet its foreseeable future capital needs. 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk United Energy does not expect its operating results, cash flows, or credit available to be affected to any significant degree by a sudden change in market interest rates. Furthermore, the Company does not engage in any transactions involving financial instruments or in hedging transactions with respect to its operations. PART II OTHER INFORMATION Item 1. Legal Proceedings In the opinion of management, there are no material legal proceedings in process against the Company and none are threatened. Item 2. Changes in Securities and Use of Proceeds On June 5, 2000, the Board of Directors authorized the issuance of 750,000 shares of the Company's common stock in the name of the Company to be held as treasury stock. Such shares remain in the name of the Company, but they have been pledged as further collateral for the credit line obtained from Fleet Bank in June 2000. Item 3. Defaults upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of the Company's security holders during the quarter ended June 30, 2000. Item 5. Other Information-- Credit Line with Fleet Bank, N.A. In June 2000, the Company obtained a $1,000,000 line of credit from Fleet Bank, N.A. Borrowings under the credit line bear interest at the prime rate, payable monthly. Amounts owed under the credit line are subject to repayment on demand at any time and for any reason. Borrowings under the line must be reduced to zero for a period of 30 consecutive days in any twelve month period. Amounts borrowed under the credit line are secured by the following: (i) A continuing security interest in all accounts and accounts receivable, contracts, contract rights, general intangibles, instruments, documents, chattel paper, all obligations, in whatever form, owing to the Company and all rights in the merchandise or services which gave rise to any of the foregoing, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to the Company and in the proceeds thereof, and in all goods including (a) all inventory, including raw materials, work in process, and other tangible personal property held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in the Company's business, wherever located, whether now existing or hereafter arising, now or hereafter received by or belonging to the Company, and in the proceeds and products thereof, and (b) all machinery, equipment, furnishings, fixtures and other tangible personal property (with all accessions thereto) used or brought for use primarily in business, wherever located, whether now existing or hereafter arising, now or hereafter received by or belonging to the Company, and in the proceeds and products thereof, including without limitation tax refunds and insurance proceeds on any of the foregoing. 13 (ii) a pledge of 750,000 shares of the Company's common stock held in treasury and (iii) the guarantee of a shareholder of the Company. The credit line also carries certain income and balance sheet tests that the Company must meet quarterly and annually. The several documents setting forth the Company's rights and obligations with respect to the credit line are filed as exhibits to this registration statement and readers are referred to them for more complete information. To date, the Company has borrowed $160,000 under the credit line for working capital to fill orders for its UNIPROOF(R) proofing paper. The Company does not expect to borrow more than an additional $40,000 under the credit line during the next six months. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Documents comprising Line of Credit Agreement with Fleet Bank, N.A. are included as an Exhibit to the Company's report on Form 10-Q for the period ended June 30, 2000 filed on December 20, 2000 and are incorporated herein by reference. (b) Reports on Form 8-K. None. 14 UNITED ENERGY CORP. FORM 10-Q/A JUNE 30, 2000 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNITED ENERGY CORPORATION Dated: January 31, 2002 By: /s/ ROBERT SEAMAN ----------------- Robert L. Seaman, Executive Vice President and Principal Financial Officer 15