SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTERSTATE HOTELS CORPORATION
(Name of Registrant as Specified In Its Charter)
SHANER HOTEL GROUP LIMITED PARTNERSHIP
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the file is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date filed:
---------------------------------------------------------------------------
Filed by Shaner Hotel Group Limited Partnership
Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Interstate Hotels Corporation
This filing contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Although Shaner Hotel
Group believes the expectations reflected in such forward-looking statements are
based on reasonable assumptions, it cannot give assurance that its expectations
will be obtained. Actual results may differ materially from expectations.
Factors which may contribute to differences include matters discussed in
Shaner's filings with the Securities and Exchange Commission.
All written and oral forward-looking statements contained in this
filing concerning the proxy solicitation or tender offer, or other matters
attributable to Shaner Hotel Group, or any person acting on behalf of Shaner
Hotel Group, are expressly qualified in their entirety by the cautionary
statements above. Shaner Hotel Group does not undertake any obligation to update
any forward-looking statement to reflect circumstances or events which occur
after the date the forward-looking statements are made.
Shaner Hotel Group has filed a preliminary proxy statement dated April
23, 2002, with the Securities and Exchange Commission for the solicitation of
proxies for Interstate's 2002 annual meeting of stockholders and will file with
the Commission and will furnish to stockholders a definitive proxy statement for
that meeting. Stockholders should read the preliminary proxy statement, as well
as the definitive proxy statement when it becomes available, because they
contain important information. Any proxy solicitation by Shaner Hotel Group will
be made only by a written definitive proxy statement filed with the Commission.
Shaner Hotel Group has made an offer to purchase 2,465,322 shares of
Class A Common stock of Interstate Hotels Corporation at $3.00 per share with an
expiration date of May 31, 2002, pursuant to an offer to purchase dated April
20, 2002, and a related letter of transmittal, both of which have been filed
with the Commission, on the terms and subject to the conditions set forth in
that offer to purchase and related letter of transmittal. Shaner's offer is made
only by that offer to purchase and related letter of transmittal. Stockholders
who desire to tender into Shaner Hotel Group's offer should read that offer to
purchase and related letter of transmittal carefully because they contain
important information.
Shaner Hotel Group's preliminary proxy statement filed with the
Commission contains important information about Shaner, certain of its executive
officers, the directors and certain executive officers of its general partner,
and Shaner Hotel Group's proposed nominees for election as directors, each of
whom may be deemed to be a participant in a solicitation by Shaner Hotel Group
of proxies for Interstate's 2002 annual meting of stockholders, and includes a
description of their direct and indirect interest in the matters to be acted
upon that meeting. Stockholders may obtain free copies of the preliminary proxy
statement, the definitive proxy statement when available, and the offer to
purchase and related letter of transmittal, at the Commission's website at
http://www.sec.gov. Stockholders may also obtain free copies of these
documents from (1) N.S. Taylor & Associates, Inc., 15 North Street, Second
Floor, Dover-Foxcroft, Maine 04426, toll-free telephone number 866.470.4500, or
(2) Shaner Hotel Group Limited Partnership, 1965 Waddle Road, State College,
Pennsylvania 16803, telephone number 814.234.4460.
The following is Shaner Hotel Group's Amendment No. 1 to its Schedule
13D filed with the Securities and Exchange Commission on May 8, 2002.
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INTERSTATE HOTELS CORPORATION
(Name of Issuer)
Class A Common Stock, $0.01 par value per share 46088R108
(Title of class of securities) (CUSIP number)
Lance T. Shaner
1965 Waddle Road
State College, Pennsylvania 16803
(814) 234-4460
(Name, address and telephone number of person authorized
to receive notices and communications)
With a copy to:
Leo A. Keevican, Jr., Esq.
DKW Law Group, PC
USX Tower, 58th Floor
600 Grant Street
Pittsburgh, Pennsylvania 15219
(412) 355-2600
April 23, 2002
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 'SS''SS'240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
(Continued on following pages)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
Page 1 of 10 Pages
CUSIP No. 46088R108
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Shaner Hotel Group Limited Partnership
25-1778539
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..............................................................
(b) ..............................................................
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
3. SEC Use Only .........................................................
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
4. Source of Funds (See Instructions) WC
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
.......................................................................
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
6. Citizenship or Place of Organization Delaware
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
7. Sole Voting Power 327,500
Number of
Shares - - - - - - - - - - - - - - - - - - - - - - - - - - -
Beneficially 8. Shared Voting Power -0-
Owned by Each
Reporting - - - - - - - - - - - - - - - - - - - - - - - - - - -
Person With 9. Sole Dispositive Power 327,500
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10. Shared Dispositive Power -0-
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11. Aggregate Amount Beneficially Owned by Each Reporting Person 327,500
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ........................................................
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
13. Percent of Class Represented by Amount in Row (11) 5.97%
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
14. Type of Reporting Person (See Instructions) PN
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Page 2 of 10 Pages
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 amends, supplements, and restates the Reporting
Person's statement of beneficial ownership on Schedule 13D dated January 4, 2002
(as amended "Schedule 13D/A"), and relates to shares of Class A Common Stock,
par value $0.01 per share ("Class A Common Stock"), of Interstate Hotels
Corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is Foster Plaza Ten, 680 Andersen Drive, Pittsburgh, Pennsylvania
15220.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this Schedule 13D/A is Shaner Hotel Group Limited
Partnership, a Delaware limited partnership (the "Reporting Person"). The
principal business of the Reporting Person is the management and ownership of
hotels and motels. The Reporting Person has its principal place of business at
1965 Waddle Road, State College, Pennsylvania 16803.
The general partner of the Reporting Person is Shaner Operating Corp.,
a Delaware corporation (the "General Partner"). The principal business of the
General Partner is acting as the general partner of the Reporting Person. The
General Partner has its principal place of business at 1965 Waddle Road, State
College, Pennsylvania 16803.
The shareholders of the General Partner ("Shareholders"), and the
members of its board of directors ("Directors"), are Lance T. Shaner and
Frederick J. Shaner, who are brothers. Lance T. Shaner serves as Chairman of the
Board and Vice President of the General Partner and as Chairman and CEO of the
Reporting Person. Frederick J. Shaner serves as President of the General Partner
and of the Reporting Person. Peter K. Hulburt is Vice President-Legal and
Secretary of the General Partner and of the Reporting Person. J.B. Griffin
serves as Vice President-Finance and Treasurer of the General Partner and of the
Reporting Person. These four executive officers of the General Partner are
referred to as the "Officers" in this Schedule 13D/A. The business address of
the Shareholders, Directors, and Officers is 1965 Waddle Road, State College,
Pennsylvania 16803, and all of them are citizens of the United States.
None of the Reporting Person, the General Partner, the Shareholders,
the Directors, or the Officers has, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding a violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used by the Reporting Person for the purchase of
the Class A Common Stock was working capital of the Reporting Person. The
aggregate amount paid for the Class A Common Stock acquired by the Reporting
Person was $523,543.
Page 3 of 10 Pages
ITEM 4. PURPOSE OF TRANSACTION
As stated in its original Schedule 13D, the Reporting Person originally
acquired its shares of Class A Common Stock for investment purposes and in
contemplation that the Reporting Person might acquire sufficient shares of the
capital stock of the Issuer to permit the Reporting Person to have control over
the election of a majority of the members of the Issuer's board of directors.
Between the date of the original Schedule 13D, January 4, 2002, and
April 11, 2002, the Reporting Person twice proposed to the Issuer transactions
between the Reporting Person and the Issuer, but both times the Issuer rebuffed
the Reporting Person.
On April 11, 2002, the Reporting Person commenced a cash tender offer
to purchase 2,465,322 shares of Class A Common Stock of the Issuer. The
following terms of the offer are set forth in the offer to purchase dated April
20, 2002. The offer will expire on Friday, May 31, 2002, or such other date as
to which the offer may be extended. The shares of Class A Common Stock sought
pursuant to the offer represent 44.92% of the total number of shares of Class A
Common Stock issued and outstanding as of April 20, 2002. The Reporting Person
and its affiliates currently beneficially own an aggregate of 333,500 shares of
Class A Common Stock, or approximately 6.08% of the total of the 5,487,885
shares of Class A Common Stock issued and outstanding as of April 20, 2002. If
the offer is successful and the Reporting Person acquires all of the shares
sought, it and its affiliates will beneficially own approximately 51% of the
issued and outstanding shares of Class A Common Stock.
As stated in the offer to purchase, the offer is conditioned on, among
other things: (i) a minimum of 2,465,322 shares of Class A Common Stock being
tendered; and (ii) the preferred stock purchase rights issued under the Issuer's
Shareholders Rights Agreement having been redeemed by the board of directors, or
the Reporting Person being satisfied, in its reasonable judgment, that the
preferred stock purchase rights are invalid or otherwise inapplicable to the
offer. If as of the expiration date, more than 2,465,322 shares of Class A
Common Stock are validly tendered and not withdrawn, the Reporting Person will
only accept for purchase on a pro rata basis 2,465,322 shares. A stockholder may
tender any or all shares owned by such stockholder.
This Schedule 13D/A is neither an offer to purchase shares in
connection with the tender offer of the Reporting Person, nor a request for the
tender of shares. The Reporting Person's tender offer is being made only by
means of the offer to purchase dated April 20, 2002, and the related letter of
transmittal.
On April 24, 2002, the Reporting Person filed preliminary proxy
materials with the Securities and Exchange Commission on Schedule 14A. Those
materials relate to the 2002 annual meeting of shareholders of the Issuer. The
Issuer has not yet publicly announced the date of that meeting or the record
date for shareholders entitled to notice of and to vote at the meeting. In its
preliminary proxy materials, the Reporting Person indicated that it intends to
make two proposals at the meeting, which are more fully described in those
materials: (i) To elect two Reporting Person's nominees for election as Class A
Common Stock directors; and (ii) to recommend that the Issuer's board of
directors remove the impediment to the Reporting
Page 4 of 10 Pages
Person's tender offer represented by the Issuer's Shareholders Right Agreement.
This Schedule 13D/A does not constitute a solicitation of proxies for
any meeting of shareholders of the Issuer. Any such solicitation will be made
only by definitive proxy materials which meet the requirements of the Securities
Exchange Act of 1934, as amended.
The Reporting Person's tender offer and its proxy solicitation
materials, when and if it disseminates definitive proxy solicitation materials
to holders of Common Stock of the Issuer, will be independent of each other. A
shareholder may tender shares into the offer, or may give a proxy, or may do
both, or may do neither.
The purpose of the Reporting Person's tender offer and its plans for
the Issuer following the completion of the offer are best described by repeating
that portion of the Reporting Person's offer to purchase dated April 20, 2002,
which discusses these issues, as set forth below. That purpose and those plans
remain the same whether or not the Reporting Person solicits proxies for the
Issuer's 2002 annual shareholder meeting or not, and whether or not the
Reporting Person is able to present and have adopted its two proposals noted
above.
The purpose of this Offer is to increase, through the purchase
of Shares, the Purchaser's [Reporting Person's] investment in the
Company [Issuer] because we believe in the long-term value of the
Company, in the business of owning and operating hotels and motels, and
in the synergies and operating efficiencies which may be obtained by a
business relationship between the Company and the Purchaser. The
Purchaser and its affiliates currently are the beneficial owner of
333,500 Shares, representing approximately 6.08% of the outstanding
Shares. The Offer, at a significant premium to the current market
price, demonstrates the Purchaser's commitment to the Company. The
additional investment will increase the Purchaser's incentive to see
that the Shares perform well. This Offer will give the Shareholders an
opportunity to sell some of their Shares at a price substantially in
excess of the current market price and still retain a significant
interest in the future growth of the Company.
The Purchaser's current plans for the Company are to complete
the Offer, subject to the satisfaction or waiver of important
conditions, to exercise the rights of a Class A Common shareholder, and
to try to exert influence and control over the management and affairs
of the Company. In exercising our rights as a Class A Common
shareholder we will vote our shares at shareholder meetings for
candidates for membership to the board of directors which may be
elected by holders of Class A Common Stock, and on any and all matters
on which holders of both classes of Common Stock may vote. The board of
directors currently consists of eleven members, five of whom are
elected by the holders of Class A Common Stock, one by the holder of
Class B Common Stock, and five by the holders of Series A Preferred
Stock and the Convertible Notes. (See page 22) The terms of the Class A
directors are staggered, with two director seats up for election in
2002, one in 2003, and two in 2004.
Page 5 of 10 Pages
In addition, following the completion of this Offer, and in
accordance with all applicable requirements and restrictions of the
Company's articles of incorporation and bylaws, and of applicable law,
the Purchaser will consider seeking to accomplish some or all of the
following objectives in cooperation with the appropriate persons or
entities.
o Purchase a portion of the outstanding shares of Series B
Preferred Stock of the Company and encourage the Company to
purchase back the remaining portion of those shares.
o Encourage the Company to retire any and all outstanding
8.75% Subordinated Convertible Notes due 2007.
o Encourage the Company to, and support an effort to, simplify
and conform the structure of the board of directors to
reflect any and all changes made to the Company's capital
structure.
o Encourage the Company to enter into a business relationship
with us, which would involve the combination of both
parties' management and revenue from long-term management
agreements, and the achievement of operating synergies and
efficiencies by combining the overhead structures of both
entities and eliminating duplication of effort. Any business
relationship between Shaner Hotel Group [Reporting Person]
and Interstate Hotels [Issuer] would be an arms-length
transaction, negotiated carefully by each of these separate
entities which will each have able and independent counsel,
and approved by disinterested members of the board of
directors of the Interstate Hotels. In proposing a
combination of both entities' managements, we would suggest
that Lance T. Shaner serve as chief executive officer of
both companies and that J.B. Griffin serve as chief
financial officer of both. In that case, the reasonable
employment agreements of the present chief executive officer
and chief financial officer of Interstate Hotels would be
honored. The backgrounds, experience, and qualifications of
Mr. Shaner and Mr. Griffin are set forth on page 24 and in
Schedule I to this Offer. The proposed combination of the
long-term management agreements of both companies would be
based upon an independent appraisal of those agreements by
an appraiser mutually acceptable to both companies.
This description of the Reporting Person's long-term plans for the Issuer also
appears in the Reporting Person's preliminary proxy materials.
Free copies of (1) the Reporting Person's tender offer to purchase,
letter of transmittal, and related documents, (2) the Reporting Person's
preliminary proxy materials, (3) the Reporting Person's definitive proxy
materials, if and when they may become available, and (4) other documents filed
by the Issuer with the Securities and Exchange Commission, are all available at
the Commission's website at www.sec.gov. Free copies of (1) the Reporting
Person's tender offer materials, and (2) the Reporting Person's
Page 6 of 10 Pages
definitive proxy materials, if and when they may become available, may also be
obtained by directing a request to the Reporting Person Limited Partnership,
1965 Waddle Road, State College, Pennsylvania 16803, telephone number
814.234.4460.
Should it terminate the tender offer in the future, the Reporting
Person reserves the right to form a group for the purpose of acquiring
additional shares of the Issuer's Class A Common Stock, other shares of the
Issuer's capital stock, or control of the Issuer. Should it terminate the tender
offer, the Reporting Person also reserves the right in the future to make
additional purchases of shares of the Issuer's Class A Common Stock, or of other
shares of the Issuer's capital stock, in the open market or in private
transactions, and in the future to assess whether it is desirable or possible
for the Reporting Person to acquire sufficient additional shares of Class A
Common Stock or other shares of the Issuer's capital stock in order for it to
have control of the Issuer or to otherwise influence the management and policies
of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 327,500 shares of Class
A Common Stock, which represent approximately 5.97% of the
outstanding shares of Class A Common Stock, assuming that
5,487,885 shares of Class A Common Stock were outstanding as
of the date of this filing, based upon information set forth
in the Issuer's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2001, filed with the Securities and
Exchange Commission on April 19, 2002. Lance T. Shaner, whose
relationships to the Reporting Person and its General Partner
are described in Item 2 of this Schedule 13D/A, beneficially
owns himself 6,000 shares of Class A Common Stock, which
represent approximately 0.11% of the outstanding shares of
that Class based upon the above assumption.
(b) In its capacity as the general partner of the Reporting
Person, the General Partner exercises the voting and
dispositive power with respect to the shares of Class A Common
Stock owned by the Reporting Person. That voting and
dispositive power is exercised in accordance with the terms of
the limited partnership agreement governing the Reporting
Person. The board of directors of the General Partner
determine how to vote the Class A Common Stock and whether to
dispose of it. Lance T. Shaner exercises the voting and
dispositive power with respect to the shares of Class A Common
Stock owned by him.
(c) No transactions were effected by the Reporting Person or by
Lance T. Shaner in the shares of Class A Common Stock of the
Issuer within the past 60 days. Since the original Schedule
13D dated January 4, 2002, which this Amendment No. 1 amends,
supplements, and restates, the following three transactions
were effected by the Reporting Person in those shares. Since
that date, no transactions were effected by Lance T. Shaner in
those shares. On January 14, 2002, the Reporting Person
purchased 2,700 shares of Class A Common Stock at a price per
share of $1.49, and 3,300 shares at $1.50 per share, in market
transactions. On January 15, 2002, the Reporting Person
purchased 1,500 shares of Class A
Page 7 of 10 Pages
Common Stock at a price per share of $1.50 in a market
transaction.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
To the best knowledge of the undersigned, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any persons with respect to
any securities of the Issuer, including, but not limited to, transfer or voting
of any of the securities, finders' fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, except as set forth in the next
sentence. Although there are no formal or written contracts, arrangements, or
understandings between them, the Reporting Person and Lance T. Shaner will most
likely each vote its or his shares of Class A Common Stock of the Issuer in the
same manner on any matter which comes to a vote at any annual or special meeting
of shareholders of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Schedule TO-T/A dated April 22, 2002, filed by the Reporting
Person Limited Partnership (incorporated by reference to
Shaner Hotel Group's Amendment No. 2 to its Schedule TO-T
filed on April 23, 2002).
(2) Schedule PREC14A dated April 23, 2002, filed by the Reporting
Person Limited Partnership (incorporated by reference to
Shaner Hotel Group's Preliminary Proxy Statement on Schedule
14A filed on April 24, 2002).
[The remainder of this page is intentionally left blank.]
Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: May 1, 2002
SHANER HOTEL GROUP LIMITED PARTNERSHIP
By: SHANER OPERATING CORP., Its General Partner
By: /s/ Lance T. Shaner
__________________________________________
Lance T. Shaner, Chairman of the Board and
Vice President
Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit No.
- -----------
(1) Schedule TO-T/A dated April 22, 2002, filed by the Reporting Person
Limited Partnership (incorporated by reference to Shaner Hotel Group's
Amendment No. 2 to its Schedule TO-T filed on April 23, 2002).
(2) Schedule PREC14A dated April 23, 2002, filed by the Reporting Person
Limited Partnership (incorporated by reference to Shaner Hotel Group's
Preliminary Proxy Statement on Schedule 14A filed on April 24, 2002).
STATEMENT OF DIFFERENCES
-------------------------
The section symbol shall be expressed as.......................... 'SS'
Page 10 of 10 Pages