FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October, 2001 CENARGO INTERNATIONAL PLC (Translation of registrant's name into English) Puttenham Priory Puttenham Surrey GU3 1AR United Kingdom (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X INFORMATION CONTAINED IN THIS FORM 6-K REPORT Set forth herein is Cenargo International Plc's quarterly report for the period ended June 30, 2001 containing a Management's Discussion and Analysis of Financial Condition and Results of Operation and Unaudited Consolidated Financial Statements. 2 CENARGO INTERNATIONAL PLC QUARTERLY REPORT JUNE 30, 2001 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Cenargo, an English company, is a diversified international transportation group specialising in European freight and passenger ferry services, international ship owning and chartering, the movement of surface and airfreight and the management of freight logistics. RESULTS OF OPERATIONS Three months ended June 30, 2001 compared to three months ended June 30, 2000. Operating Revenues Operating Revenues increased in the third quarter ended June 30, 2001 (the '2001 quarter') by pounds sterling 3.7 million to pounds sterling 29.4 million compared to pounds sterling 25.7 million in the third quarter ended June 30, 2000 (the '2000 quarter'). This increase includes a pounds sterling 3.8 million increase in charter hire income, a pounds sterling 1.5 million decrease in ferry service income and a pounds sterling 1.4 million increase in logistic and other income. The increase in charter hire income is mainly attributable to the two RoPax vessels time chartered to Norfolk Line (Maersk) since their delivery in 2000. The reduction in ferry service income is mainly attributable to the inclusion of pounds sterling 1.4 ($2 million) in the 2000 quarter relating to the court case against the Spanish government. The increase in logistics revenues is mainly due to the increased volume of business. Operating Expenses Vessel and other operating costs increased in the 2001 quarter by pounds sterling 0.5 million to pounds sterling 20.5 million compared to pounds sterling 20.0 million in the 2000 quarter. This mainly reflects the saving from having purchased Lagan Viking and Mersey Viking rather than time chartering them as previously less the additional operating costs of the two new vessels time chartered to Norfolk Line (see above) Depreciation increased in the 2001 quarter by pounds sterling 0.8 million to pounds sterling 2.4 million compared to pounds sterling 1.6 million in the 2000 quarter. This is mainly 4 attributable to depreciation on the Lagan and Mersey Viking purchased in March 2001. General administrative expenses for the 2001 quarter increased by pounds sterling 0.2 million to pounds sterling 2.2 million compared to pounds sterling 2.0 million in the 2000 quarter primarily due to inflationary increases. Primarily as a result of these developments total operating expenses increased by pounds sterling 1.5 million to pounds sterling 25.0 million for the 2001 quarter compared to pounds sterling 23.5 million for the 2000 quarter. Net Operating Income As a result of the foregoing factors net operating income increased by pounds sterling 2.2 million to pounds sterling 4.4 million for the 2001 quarter compared to pounds sterling 2.2 million for the 2000 quarter. Other Income/ Expenses Interest expense was pounds sterling 3.9 million in the 2001 quarter compared to pounds sterling 3.0 million in the 2000 quarter. The increase is principally due to the financing relating to the purchase of the Lagan and Mersey Viking. Net Loss As a result of the foregoing the net result increased by pounds sterling 0.9 million to pounds sterling 0.4 million for the 2001 quarter compared to a loss of pounds sterling 0.5 million for the 2000 quarter. EBITDA generated was pounds sterling 7.3 million for the 2001 quarter compared to pounds sterling 4.3 million for the 2000 quarter. Nine months ended June 30, 2001 compared to nine months ended June 30, 2000. Operating Revenues Operating revenues increased in the nine months ended June 30, 2001 (the '2001 period') by pounds sterling 13.4 million to pounds sterling 89.1 million compared to pounds sterling 75.7 million in the nine months ended June 30, 2000 (the '2000 period'). Increase comprises a pounds sterling 11.4 million increase in charter hire revenues, a pounds sterling 3.0 million decrease in ferry service revenues and a pounds sterling 4.9 million increase in logistics and other revenues. 5 The increase in charter hire revenues is mainly attributable to the time charter of both Northern Merchant and Midnight Merchant to Norfolk Line (Maersk) since delivery of the vessels in 2000. The reduction in ferry service revenues is after taking into account inclusion in the 2000 period of approximately pounds sterling 5.5 million of compensation and late delivery claims. Ferry service revenues after taking this into account therefore increased by approximately pounds sterling 2.5 million reflecting increased volumes and rates on both the Irish Sea and Ferrimaroc services. The increase in logistics' revenues is due to increased levels of business. Operating Expenses Vessel and other operating costs increased in the 2001 period by pounds sterling 11.7 million to pounds sterling 67.9 million compared to pounds sterling 56.2 million in the 2000 period. This mainly reflects the operating costs of Northern Merchant and Midnight Merchant time chartered to Norfolk Line, increased ferry and logistics business, savings from having purchased the Lagan Viking and Mersey Viking in March 2001 rather than time chartering them as previously. Depreciation for the 2001 period has increased by pounds sterling 1.3 million to pounds sterling 6.2 million compared to pounds sterling 4.9 million in the 2000 period. This is mainly attributable to the purchase of the Lagan Viking and Mersey Viking and capital costs relating to the Northern Merchant and Midnight Merchant. Amortisation of dry-docking and special survey costs for the 2001 period increased by pounds sterling 0.2 million to pounds sterling 1.1 million compared to pounds sterling 0.8 million in the 2000 period. This was mainly due to the higher dry-docking costs. General administrative expenses for the 2001 period decreased by pounds sterling 0.5 million to pounds sterling 6.2 million compared to pounds sterling 6.7 million in the 2000 period mainly reflecting staff rationalisation. Foreign exchange gain for the 2001 period has increased by pounds sterling 0.5 million to pounds sterling 0.9 million compared to a gain of pounds sterling 0.4 million in the 2000 period. The majority of the gain represents unrealised non-cash losses on re-translation of monetary sterling based assets and liabilities within the US Dollar reporting subsidiary companies. Primarily as a result of these developments the total operating expenses increased by pounds sterling 12.3 million to pounds sterling 81.4 million for the 2001 period compared to pounds sterling 69.1 million for the 2000 period. 6 Net Operating Income As a result of the foregoing factors, net operating income increased by pounds sterling 1.1 million to pounds sterling 7.7 million for the 2001 period compared to pounds sterling 6.6 million for the 2000 period. Other Income/Expenses Interest expense increased by pounds sterling 1.1 million to pounds sterling 10.2 million for the 2001 period compared to pounds sterling 9.1 million for the 2000 period mainly as a result of the financing of the Lagan Viking and the Mersey Viking. The breakage costs on termination of capital leases in the 2000 period relate to the termination of capital leases for the vessels River Lune and Saga Moon which were purchased by the Company in October 1999 from escrowed funds. Net Loss As a result of the foregoing net loss decreased by pounds sterling 0.4 million to a net loss of pounds sterling 1.5 million for the 2001 period compared to pounds sterling 1.9 million for the 2000 period. EBITDA generated was pounds sterling 15.8 million for the 2001 period compared to pounds sterling 13.2 million for the 2000 period. LIQUIDITY AND CAPITAL RESOURCES Total shareholders equity at June 30, 2001 was pounds sterling 24.7 million compared to pounds sterling 25.0 million at June 30, 2000. The decrease of pounds sterling 0.3 million is represented by a net loss for the twelve months of pounds sterling 0.9 million less a cumulative translation adjustment of pounds sterling 0.6 million. Long term debt at June 30, 2001 mainly consists of pounds sterling 125.3 million of 9% First Priority Ship Mortgage Notes and pounds sterling 37.0 million mainly relating to the purchase of the Lagan Viking and Mersey Viking in March 2001. At June 30, 2001 the Company had cash and cash equivalents of pounds sterling 8.0 million compared with pounds sterling 7.2 million at June 30, 2000. The Company had free cash at June 30, 2001 of pounds sterling 4.9 million. Taxation The UK Treasury published the Finance Bill in April 2000, including the proposed UK tonnage tax regime. The bill became law in early August 2000. 7 The tonnage tax regime will allow UK shipping companies to elect to pay corporate tax based on a nominal profit derived from the net tonnage of its ships. Non shipping activities will be "ring fenced" and taxed as before, based on taxable net income. The regime is intended to promote the UK shipping industry and its competitive position. Cenargo has elected to enter the tonnage tax regime from October 1, 2002. This will allow Cenargo to operate its ferry and shipping business virtually tax-free. Transitional rules of the regime mean that the majority of the Company's deferred tax liability (pounds sterling 7.5 million at June 30, 2001) will be extinguished over a seven year period at approximately 15% per annum from October 1, 2002. SEGMENT ANALYSIS Irish Sea The quarter's results showed significant improvement mainly due to the purchase of the two vessels, previously chartered as the Belfast Liverpool route. The group also reduced the number of its vessels on the Belfast Heysham route, by not renewing one of its chartered in vessels. This was done as a precautionary measure in the light of the outbreak of foot and mouth disease. Volumes were as follows: ETUs BELFAST DUBLIN DUBLIN BELFAST HEYSHAM HEYSHAM LIVERPOOL LIVERPOOL Apr 9,192 4,965 9,143 10,590 May 9,770 5,246 9,953 11,980 June 9,603 5,648 9,085 11,243 28,565 15,859 28,181 33,813 Even after taking into account the reduction of one ship volumes across all routes were 6% ahead of the same quarter last year. Despite the significant increase in capacity on Irish Sea routes rates remain stable for the time being. The Liverpool river berth is now under construction and the first head should be completed during Quarter 1, 2002. The Liverpool Belfast service will be switched onto this first head as son as it is completed enabling the two vessels on the service to round trip daily rather than on alternate days as at present. This will increase available capacity on the route and improve vessel utilisation. 8 The second head should be completed early in Quarter 2, 2002. The Liverpool Dublin service will be switched onto this head, enabling much later evening departure times from Liverpool. This will be attractive to customers and thereby provide further competitive advantage. Ferrimaroc Ferrimaroc had a further quarter better than budget. Market share during the quarter was approximately 37% for passengers and cars and almost 100% for freight. The size of the passenger and car market continues to increase at a rate of almost 30% per annum. The summer pooling arrangements as outlined in the Quarter 2 report are now implemented and being adhered to by all parties. Logistics Logistics continues to progress and had recently won a further large contract for the pick and pack and distribution of a large UK based wine club. This will be handled from a rented warehouse in the Midlands of the UK. Other significant new contracts are being negotiated currently. EUROPEAN MONETARY UNION - EURO On January 1 1999, eleven member countries of the European Union established fixed conversion rates between their existing sovereign currencies, and adopted the Euro as their new common currency. The Euro is currently trading on currency exchanges and the legacy currencies will remain legal tender in participating countries for a transition period between January 1, 1999 and January 1, 2002. During the transition period, non- cash payments can be made in the Euro and parties can elect to pay for goods and services and transact business using either Euro or a legacy currency. Between January 1, 2002 and July 1, 2002 the participating countries will introduce Euro notes and coins and will withdraw all legacy currencies so that they will no longer be available. Although the United Kingdom is currently not participating in the Euro the Company's businesses trade extensively within the Euro Zone. The Company will continue to evaluate all pricing, currency risk, accounting, tax, governmental, legal and regulatory issues as guidance becomes available. Based on current information the Company does not expect that Euro conversion will have a material adverse affect on its business or financial condition. 9 FORWARD LOOKING STATEMENTS This release contains forward looking statements (as defined in Section 21E of the Securities Act 1934, as amended) which reflect management's current views with respect to certain future events and performance, including statements relating to multi purpose vessel charters and Irish sea freight ferry volumes and rates, logistics and cash. The following factors are among those that could cause actual results to differ materially from the forward looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statements: changes in the political environment in Northern Ireland and Eire, Spain and Morocco, changes in the level of competition in the Irish Sea and Mediterranean, changes in the ability to provide a regular scheduled service on the Irish sea and the company's Mediterranean service. 10 Unaudited Consolidated Statements of Income Three Months Ended June 30, 2001, 2000 (Expressed in pounds sterling 000) 2001 2000 Operating revenues Charterhire income 3,838 - Ferry service income (3b) 20,933 22,469 Logistics and other income 4,609 3,248 -------- -------- 29,380 25,717 -------- -------- Operating expenses Vessel and other operating costs 20,489 19,971 Depreciation 2,371 1,596 Amortisation of drydocking 213 231 Goodwill amortisation 296 291 General and administrative exps 2,178 1,960 Foreign exchange (gain)/ loss (529) (500) -------- -------- 25,018 23,549 -------- -------- Operating income 4,362 2,168 Other income (expense) Interest income 112 140 Interest expense (3,850) (2,987) Gain (loss) on disposal of assets 9 1 -------- -------- (3,729) (2,846) -------- -------- Profit/Loss before income taxes 633 (678) Income taxes (182) 171 Minority Interests - (15) -------- -------- Net Profit/(Loss) 451 (522) -------- -------- Additional financial information EBITDA (note 4) 7,253 4,287 EBITDA to interest expense, net 1.9x 1.5x 11 Unaudited Consolidated Statements of Income Nine Months Ended June 30, 2001, 2000 (Expressed in pounds sterling 000) 2001 2000 Operating revenues Charterhire income 11,451 - Ferry service income (3b) 62,432 65,373 Logistics and other income 15,229 10,330 -------- -------- 89,112 75,703 -------- -------- Operating expenses Vessel and other operating costs 67,929 56,219 Depreciation 6,201 4,881 Amortisation of drydocking 1,079 847 Goodwill amortisation 888 852 General and administrative exps 6,175 6,716 Foreign exchange (gain)/ loss (876) (413) -------- -------- 81,396 69,102 -------- -------- Operating income 7,716 6,601 Other income (expense) Interest income 419 404 Interest expense (10,222) (9,117) Breakage costs on termination of capital leases - (776) Gain on disposal of assets (65) 56 -------- -------- (9,868) (9,433) -------- -------- Loss before income taxes (2,152) (2,832) Income taxes 700 972 Minority Interests - (47) Net Loss (1,452) (1,907) -------- -------- Additional financial information EBITDA (note 4) 15,819 13,237 EBITDA to interest expense, net (excluding capital lease breakage costs) 1.6x 1.5x 12 Unaudited Consolidated Balance Sheets As of June 30, 2001, 2000 (Expressed in pounds sterling 000) 2001 2000 Assets Current assets Cash and cash equivalents 4,917 5,058 Cash held in escrow and blocked deposits 3,125 2,183 Trade accounts receivable 21,649 19,329 Other receivables 1,455 1,323 Inventories 1,103 1,218 Prepaid expenses and accrued income 4,300 1,947 -------- -------- 36,549 31,058 Land and buildings 11,767 12,027 Vessels and equipment 137,237 90,994 Vessels under construction - 24,589 Loans to joint ventures 3,078 2,613 Other investments 1 351 Goodwill, net 19,847 20,079 Deferred charges, net 7,374 5,646 Pension fund debtor 3,467 3,408 -------- -------- Total assets 219,320 190,765 Liabilities and shareholders' equity Current liabilities Current maturities of long-term debt 4,647 922 Capital lease obligations 677 373 Trade accounts payable 7,741 6,691 Accrued expenses 6,750 5,189 Accrued interest - ship mortgage notes 661 469 Other creditors 3,296 1,745 -------- -------- 23,772 15,389 -------- -------- Long-term liabilities Long-term debt 36,985 25,632 Ship mortgage notes 125,312 114,157 Capital lease obligations 728 1,958 Other creditors 327 1,138 Deferred taxation 7,502 7,485 -------- -------- Total liabilities 194,626 165,759 -------- -------- 13 Shareholders' equity Share capital 14 14 Accumulated other comprehensive income: cumulative translation adjustment (1,994) (2,548) Retained earnings 26,674 27,540 -------- -------- Total shareholders' equity 24,694 25,006 -------- -------- Total liabilities and shareholders' equity 219,320 190,765 -------- -------- 14 Unaudited Consolidated Statements of Cash Flows Nine Months Ended June 30, 2001, 2000 (Expressed in pounds sterling 000) 2001 2000 Operating Activities Net income (loss) (1,452) (1,907) Amortisation of drydocking and deferred charges 1,079 847 Amortisation of ship mortgage notes discount 128 128 Depreciation 6,073 4,881 (Gain) loss on disposition of fixed assets 65 (56) Foreign exchange adjustment (1,314) 1,571 Goodwill amortisation 888 852 (Increase) decrease in pension debtor - (104) (Increase) decrease in trade debtors (2,077) 565 (Increase) decrease in other debtors 120 2,394 (Increase) decrease in stock (76) (32) (Increase) decrease in prepayments and accrued income 2,706 (1,379) Increase (decrease) in trade creditors 1,575 353 Increase (decrease) in other creditors (1,530) (1,721) Increase (decrease) in accrued expenses 849 (2,821) Increase (decrease) in deferred tax liability (3,187) (773) -------- -------- Net cash (used) in operating activities 3,847 2,798 -------- -------- Investing activities Additions to vessels and equipment (44,508) (961) Additions to vessels under construction - (13,330) Additions to land and buildings - (3,864) Purchase of subsidiary companies, net of cash acquired (30) (23,263) Proceeds from sale of capital assets 358 29,122 -------- -------- (44,180) (12,296) -------- -------- Financing activities Proceeds from long-term debt 42,211 11,295 Repayment of long-term debt (1,829) (28,765) Due to joint ventures 212 470 Repayments of capital leases (612) (8,811) 15 Proceeds from capital leases - 269 Deferred charges paid (1,644) 186 -------- -------- 38,338 (25,356) -------- -------- Net increase (decrease) in cash and cash equivalents (1,995) (34,854) Cash and cash equivalents at beginning of period 10,037 42,095 -------- -------- Cash and cash equivalents at end of period 8,042 7,241 -------- -------- 16 Notes to Unaudited Consolidated Financial Statements June 30, 2001, 2000 1. Interim accounting policy In the opinion of management of Cenargo International Plc (the "Company") the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly in accordance with accounting principles generally accepted in the U.S. the financial position of the Company and the results of operations and cash flows for the nine months ended June 30, 2001 and 2000. Although the Company believes that the disclosure in these financial statements is adequate to make the information presented not misleading, certain information and footnote information normally included in interim financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Results of operations for the nine months ended June 30, 2001 and 2000 are not necessarily indicative of what operating results may be for the full year. 2. Changes in shareholder's equity CUMULATIVE ORDINARY TRANSLATION SHARE RETAINED ADJUSTMENT CAPITAL EARNINGS (in pound (in pound (in pound sterling) sterling) sterling) Balance at September 30, 1999 260 13 29,447 Net income (loss) (2,288) - (1,907) -------- -------- ------- Balance at June 30, 2000 2,548 13 27,540 ======== ======== ======= Balance at September 30, 2000 (2,643) 13 28,126 Net income (loss) 649 - (1,452) -------- -------- ------- Balance at June 30, 2001 (1,994) 13 26,674 ======== ======== ======= 17 3. Contingent liabilities and assets (a) The company insures the legal liability risks for its shipping activities with the Steamship Mutual, UK Mutual and North of England mutual protection and indemnity associations. As a member of mutual associations, the company is subject to calls payable to the associations based on the company's claims record in addition to the claims record of all other members of the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the aggregate show significant deterioration which result in additional calls on the members. (b) The Company has entered a claim for damaged in the amount of Spanish Pesetas 3,800,000 against Ministeria de Comunicaciones, Transportes y Medio Ambiente now Ministreria De Fomento relating to the company being prevented from operating a ferry service between Spain and Morocco. The Company continues to pursue the case. The Company under an agreement with the Spanish Government has received two billion pesetas on delivery of RoPax three and four as partial settlement of the claim. 4. Segment Information The Company has adopted FASB Statement No. 131, "Disclosures about Segments of Business Enterprise and Related Information". The Company is managed in four operating segments: Irish Sea Ferries, Ferrimaroc, Logistics and Other Activities shipowning and chartering less corporate. Corporate includes certain central overhead costs, central financing costs and other general corporate income and expenditure. The Company utilises EBITDA as a measure of segmental performance. The Company defines EBITDA as net income (loss) before taxes, interest expense, interest income, depreciation, provision for impairment in value of vessels, amortisation of dry-docking and special survey costs, amortisation of goodwill, gain or loss from joint ventures and minority interest. Certain financial information is presented below: amounts are in thousands of pounds Sterling. 18 SHIPOWNING & IRISH CHARTERING SEA LOGISTICS LESS FERRIES FERRIMAROC AND OTHER CORPORATE TOTAL Three Months to June 30, 2001 Revenue 19,256 1,677 4,609 3,838 29,380 EBITDA 6,342 (525) 391 1,045 7,253 Tangible fixed assets 124,212 10,473 5,200 9,119 149,004 Capital expenditure 441 - 60 - 501 Three months to June 30, 2000 Revenue 21,251 1,218 3,248 - 25,717 EBITDA 4,416 (674) 335 210 4,287 Tangible fixed assets 104,800 10,735 6,179 7,535 129,249 Capital expenditure 936 - - - 936 Nine months to June 30, 2001 Revenue 57,115 5,316 15,229 11,452 89,112 EBITDA 12,761 (696) 1,201 2,553 15,819 Capital expenditure 44,320 - 188 - 44,508 Nine months to June 30, 2000 Revenue 61,837 3,536 10,330 - 75,703 EBITDA 14,507 (1,334) 559 (495) 13,237 Capital expenditure 12,532 - 4,665 - 17,197 19 4. Segment Information (continued) EBITDA for all reportable segments differs from consolidated income (loss) before income taxes reported in the consolidated statements of income as follows: amounts are in thousands of pounds Sterling: Three months Nine months Ended June 30 Ended June 30 2001 2000 2001 2000 EBITDA 7,253 4,287 15,819 13,237 Reconciling items: Depreciation (2,371) (1,596) (6,201) (4,881) Amortisation of goodwill (296) (291) (888) (852) Amortisation of drydocking (213) (231) (1,079) (847) Net interest expense (3,738) (2,847) (9,803) (9,489) ------ ------ ------ ------ Profit/(Loss) income before income taxes 633 (678) (2,152) (2,832) ------ ------ ------ ------ 20 FLEET LIST AT JUNE 30, 2001 VESSEL NAME VESSEL TYPE CAPACITY BUILT FLAG MERCHANT BRAVERY C RoRo 40 cars 1978 Bahamas 100 trailer units MERCHANT BRILLIANT C RoRo 40 cars 1979 Bahamas 100 trailer units MERCHANT VENTURE C RoRo 55 trailer 1979 British units (Isle of Man) RIVER LUNE C RoRo 49 cars 1983 Bahamas 93 trailer units SAGA MOON C RoRo 50 cars 1984 British 72 trailer (Gibraltar) units MISTRAL C Passenger/ Car 2,386 1981 Bahamas Ferry passengers 700 cars SCIROCCO C Passenger/ Car 1,315 1974 Bahamas Ferry passengers 296 cars 30 trailer units DAWN MERCHANT C RoPax 250 1998 British passengers (Isle of Man) 136 trailer units BRAVE MERCHANT C RoPax 250 1999 British passengers (Isle of Man) 136 trailer units NORTHERN MERCHANT* RoPax 250 2000 British passengers 136 trailer units 21 MIDNIGHT MERCHANT* RoPax 250 2000 British passengers 136 trailer units LAGAN VIKING RoPax 330 1997 Italian passengers 180 trailer units MERSEY VIKING RoPax 330 1997 Italian passengers 180 trailer units C Collateral vessel securing 9% Ship Mortgage Notes * Operated under an operating lease. 22 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. CENARGO INTERNATIONAL PLC (registrant) Dated: October 16, 2001 By: /s/ Michael Hendry ________________________ Michael Hendry Chairman 23 02442003.AB0