1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_____TO_____
ROWAN COMPANIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5491 75-0759420
- ------------------------------- --------------- -------------------
(State or other jurisdiction of Commission File (I.R.S. Employer
incorporation or organization) Number Identification No.)
2800 Post Oak Boulevard, Suite 5450 Houston, Texas 77056-6127
- --------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(713) 621-7800
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
Inapplicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of shares of common stock, $.125 par value, outstanding at April 30,
2001 was 94,341,204.
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ROWAN COMPANIES, INC.
INDEX
Page No.
--------
PART I. Financial Information:
Item 1. Financial Statements:
Consolidated Balance Sheet --
March 31, 2001 and December 31, 2000........................2
Consolidated Statement of Income --
Three Months Ended March 31, 2001
and 2000....................................................4
Consolidated Statement of Cash Flows --
Three Months Ended March 31, 2001
and 2000....................................................5
Notes to Consolidated Financial Statements..................6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations...............................................8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk..........................................11
PART II. Other Information:
Item 4. Submission of Matters to a Vote
of Security Holders........................................12
Item 6. Exhibits and Reports on Form 8-K...........................12
3
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
March 31, December 31,
2001 2000
---------- ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ....................... $ 211,685 $ 192,828
Receivables - trade and other ................... 145,368 154,541
Inventories - at cost:
Raw materials and supplies .................... 108,658 103,352
Work-in-progress .............................. 18,107 22,456
Finished goods ................................ 3,668 3,084
Prepaid expenses ................................ 5,973 3,397
Deferred tax assets - net ....................... 2,516 3,699
---------- ----------
Total current assets ................ 495,975 483,357
---------- ----------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Drilling equipment .............................. 1,571,514 1,553,849
Aircraft and related equipment .................. 239,367 236,760
Manufacturing plant and equipment ............... 95,043 94,077
Construction in progress ........................ 189,901 157,314
Other property and equipment .................... 125,851 121,997
---------- ----------
Total ............................... 2,221,676 2,163,997
Less accumulated depreciation and amortization .. 996,134 981,217
---------- ----------
Property, plant and equipment - net 1,225,542 1,182,780
---------- ----------
OTHER ASSETS AND DEFERRED CHARGES ................. 12,410 12,289
---------- ----------
TOTAL ............................... $1,733,927 $1,678,426
========== ==========
See Notes to Consolidated Financial Statements.
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March 31, December 31,
2001 2000
---------- ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt ...................................... $ 28,008 $ 28,008
Accounts payable - trade .................................................. 29,941 24,769
Other current liabilities ................................................. 52,819 51,577
---------- ----------
Total current liabilities ......................................... 110,768 104,354
---------- ----------
LONG-TERM DEBT - less current maturities ...................................... 381,323 372,212
---------- ----------
OTHER LIABILITIES ............................................................. 53,943 57,713
---------- ----------
DEFERRED INCOME TAXES - net ................................................... 100,988 91,390
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized 5,000,000 shares issuable in series:
Series III Preferred Stock, authorized 10,300 shares, none outstanding
Series A Preferred Stock, authorized 4,800 shares, none outstanding
Series B Preferred Stock, authorized 4,800 shares, none outstanding
Series C Preferred Stock, authorized 9,606 shares, none outstanding
Series A Junior Preferred Stock, authorized 1,500,000 shares,
none issued
Common stock, $.125 par value:
Authorized 150,000,000 shares; issued 94,465,729 shares at
March 31, 2001 and 94,384,704 shares at December 31, 2000 ............... 11,808 11,798
Additional paid-in capital ................................................ 628,731 626,309
Retained earnings ......................................................... 449,474 417,758
Less cost of 150,000 treasury shares ...................................... 3,108 3,108
---------- ----------
Total stockholders' equity ........................................ 1,086,905 1,052,757
---------- ----------
TOTAL ............................................................. $1,733,927 $1,678,426
========== ==========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
For The Three Months
Ended March 31,
------------------------
2001 2000
--------- ---------
(Unaudited)
REVENUES:
Drilling services ...................... $ 140,466 $ 81,924
Manufacturing sales and services ....... 26,615 23,929
Aviation services ...................... 26,433 21,877
--------- ---------
Total .......................... 193,514 127,730
--------- ---------
COSTS AND EXPENSES:
Drilling services ...................... 70,534 55,765
Manufacturing sales and services ....... 25,348 20,570
Aviation services ...................... 24,516 23,576
Depreciation and amortization .......... 16,194 12,766
General and administrative ............. 6,389 4,848
--------- ---------
Total .......................... 142,981 117,525
--------- ---------
INCOME FROM OPERATIONS ..................... 50,533 10,205
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense ....................... (6,688) (6,520)
Less interest capitalized .............. 2,631 4,178
Interest income ........................ 2,986 1,811
Other - net ............................ 95 66
--------- ---------
Other income (expense) - net ... (976) (465)
--------- ---------
INCOME BEFORE INCOME TAXES ................. 49,557 9,740
Provision for income taxes ............. 17,841 3,636
--------- ---------
NET INCOME ................................. $ 31,716 $ 6,104
========= =========
EARNINGS PER SHARE OF COMMON STOCK (Note 5):
Basic .................................. $ .34 $ .07
========= =========
Diluted ................................ $ .33 $ .07
========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
For The Three Months
Ended March 31,
------------------------
2001 2000
--------- ---------
(Unaudited)
CASH PROVIDED BY (USED IN):
Operations:
Net income ............................................................... $ 31,716 $ 6,104
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization ......................................... 16,194 12,766
Deferred income taxes ................................................. 10,781 3,199
Compensation expense .................................................. 1,811 1,507
Provision for pension and postretirement benefits ..................... 752 2,251
Gain on disposals of property, plant and equipment .................... (1,050) (613)
Other - net ........................................................... (489)
Changes in current assets and liabilities:
Receivables- trade and other .......................................... 9,173 6,745
Inventories ........................................................... (1,541) 12,784
Other current assets .................................................. (2,576) 751
Current liabilities ................................................... 2,398 (17,052)
Net changes in other noncurrent assets and liabilities ................... (794) (127)
--------- ---------
Net cash provided by operations ............................................. 66,864 27,826
--------- ---------
Investing activities:
Property, plant and equipment additions .................................. (59,570) (72,706)
Proceeds from disposals of property, plant and equipment ................ 1,831 840
Purchase of pump companies, net of cash acquired ......................... (7,245)
--------- ---------
Net cash used in investing activities ....................................... (57,739) (79,111)
--------- ---------
Financing activities:
Proceeds from borrowings ................................................ 23,615 30,321
Repayments of borrowings ................................................. (14,504) (116,378)
Proceeds from stock option and convertible debenture plans ............... 621 1,014
Proceeds from common stock offering, net of issue costs .................. 246,760
--------- ---------
Net cash provided by financing activities ................................... 9,732 161,717
--------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS .......................................... 18,857 110,432
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................................. 192,828 87,055
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ....................................... $ 211,685 $ 197,487
========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements of Rowan included in this Form
10-Q have been prepared without audit in accordance with accounting
principles generally accepted in the United States of America and the
rules and regulations of the Securities and Exchange Commission. Certain
information and notes have been condensed or omitted as permitted by
those rules and regulations. We believe that the disclosures included
herein are adequate, but suggest that you read these consolidated
financial statements in conjunction with the financial statements and
related notes included in our 2000 Annual Report to Stockholders,which
are incorporated by reference in our Form 10-K for the year ended
December 31, 2000.
2. We believe the accompanying unaudited consolidated financial statements
contain all adjustments and reclassifications, which are of a normal
recurring nature, necessary to present fairly Rowan's financial position
as of March 31, 2001 and December 31, 2000, and the results of its
operations for the three months ended March 31, 2001 and 2000 and its
cash flows for the three months ended March 31, 2001 and 2000.
3. Rowan's results of operations and cash flows for the three months ended
March 31, 2001 are not necessarily indicative of results to be expected
for the full year.
4. Rowan has three principal operating segments: contract drilling of oil
and gas wells, both onshore and offshore ("Drilling"), helicopter and
fixed-wing aircraft services ("Aviation") and the manufacture and sale
of heavy equipment for the mining, timber and transportation industries,
alloy steel and steel plate and drilling equipment ("Manufacturing").
The following table presents certain financial information of Rowan by
operating segment as of March 31, 2001 and 2000 and for the three month
periods then ended (in thousands).
2001 Drilling Manufacturing Aviation Consolidated
--------------------- --------------- -------------- --------------- -----------------
Total Assets $ 1,388,870 $ 202,633 $ 142,424 $ 1,733,927
Revenues 140,466 26,615 26,433 193,514
Operating Profit (Loss)(1) 59,127 (649) (1,556) 56,922
2000 Drilling Manufacturing Aviation Consolidated
--------------------- --------------- -------------- --------------- -----------------
Total Assets $ 1,200,781 $ 183,697 $ 131,919 $ 1,516,397
Revenues 81,924 23,929 21,877 127,730
Operating Profit (Loss)(1) 18,459 1,661 (5,067) 15,053
(1) Income (loss) from operations before deducting general and
administrative expenses.
Excluded from the preceding table are the effects of transactions between
segments. During the three months ended March 31, 2001 and 2000, Rowan's
manufacturing division provided approximately $19 million and $34 million,
respectively, of products and services to its drilling division and Rowan's
aviation division provided approximately $250,000 and $364,000, respectively, of
flight services to its drilling division.
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5. Computation of basic and diluted earnings per share is as follows (in
thousands, except per share amounts):
For The Three Months
Ended March 31,
--------------------
2001 2000
-------- --------
Weighted average shares of common
stock outstanding ............................. 94,282 87,589
Stock options and related (treasury stock method) 927 927
Shares issuable from assumed conversion
of floating rate subordinated debentures ...... 1,070 1,053
------- -------
Weighted average shares for diluted
earnings per share calculation ................ 96,279 89,569
======= =======
Net income for basic and diluted calculation .... $31,716 $ 6,104
======= =======
Earnings per share:
Basic ......................................... $ .34 $ .07
======= =======
Diluted ....................................... $ .33 $ .07
======= =======
6. Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Financial Instruments and Hedging Activities", as amended by
Statements 137 and 138, generally requires recognition of derivative
financial instruments as assets or liabilities, measured at fair value.
Rowan's adoption of Statement No. 133, as amended, effective January 1,
2001, did not materially impact our financial position or results of
operations.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 Compared to
Three Months Ended March 31, 2000
Rowan achieved net income of $31.7 million in the first quarter of 2001 compared
to $6.1 million in the same period of 2000. The improved results were attained
largely through an increase in drilling activity and day rates between periods,
primarily in the Gulf of Mexico, in addition to an enhanced contribution from
our aviation division. Improving supply and demand fundamentals for oil and
natural gas have yielded a favorable price environment for these commodities for
most of the past 18 months, driving an increase in demand for drilling services.
A comparison of the revenues and operating profit (loss) from drilling,
manufacturing, aviation and consolidated operations for the first quarters of
2001 and 2000, respectively, is reflected below (dollars in thousands):
Drilling Manufacturing Aviation Consolidated
------------------ ------------------- ------------------- ---------------------
2001 2000 2001 2000 2001 2000 2001 2000
-------- ------- ------- ------- ------- ------- -------- --------
Revenues $140,466 $81,924 $26,615 $23,929 $26,433 $21,877 $193,514 $127,730
Percent of Consolidated Revenues 72% 64% 14% 19% 14% 17% 100% 100%
Operating Profit (Loss)(1) $ 59,127 $18,459 $ (649) $ 1,661 $(1,556) $(5,067) $ 56,922 $ 15,053
- -----------------------------
(1) Income (loss) from operations before deducting general and administrative
expenses.
As reflected above, Rowan's consolidated operating results increased by $41.9
million or 278% when comparing the first quarters of 2001 and 2000. Drilling
revenues increased by $58.5 million or 71% as our offshore fleet of 22 jack-ups
and one semi-submersible was 97% utilized during the first quarter of 2001,
compared to 86% in the first quarter of 2000, and achieved a 37% increase in
average day rates between periods. Rowan's fleet of 14 land rigs was 76%
utilized during the first quarter of 2001, compared to 38% in the first quarter
of 2000, and achieved a 37% increase in average day rates between periods.
Drilling expenses increased by $14.8 million, primarily due to the expansion of
our AHTS (anchor-handling, towing and supply) vessel operations, the costs of
which were more than offset by outside revenues, increased land rig activity and
the addition to the offshore fleet, in late June 2000, of Rowan Gorilla VI.
The $2.3 million decrease shown above in Rowan's manufacturing results between
periods reflects decreased contributions from each of the division's equipment,
steel, marine and pump groups. Manufacturing operations exclude approximately
$19.3 million of products and services provided to the drilling division during
the first quarter of 2001, most of which was attributable to construction
progress on Rowan Gorilla VII, compared to $34.2 million in the same period of
2000, which included Gorillas VI and VII. The division's external backlog was
$13.7 million at March 31, 2001.
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Rowan's aviation operating results in the first quarter of 2001 were
significantly improved over the prior-year quarter, due largely to a 29%
increase in energy-related flying, primarily in the Gulf of Mexico, although
both periods reflect the normal seasonal slowdown in helicopter flying activity
in Alaska.
Perceptible trends in the offshore drilling markets in which we are currently
operating and the number of Rowan-operated rigs in each of those markets are as
follows:
AREA RIGS PERCEPTIBLE INDUSTRY TRENDS
- --------------------------- ------------- ------------------------------------------------------------
Gulf of Mexico 22 Moderately improving exploration and development activity
Eastern Canada 1 Moderately improving demand for harsh environment equipment
Demand for jack-ups in the North Sea has increased, but we believe present day
rates are inadequate to justify moving rigs from the more favorable Gulf of
Mexico market. We are responding to bid requests for our Super Gorilla Class
rigs for work commencing in late 2001 and early 2002 and remain confident in the
long-term viability of the North Sea jack-up drilling market.
Perceptible trends in the principal aviation markets in which we are currently
operating and the number of Rowan-operated aircraft based in each of those
markets are as follows:
AREA AIRCRAFT PERCEPTIBLE INDUSTRY TRENDS
- ------------------------ ------------------- ----------------------------------------------------
Alaska 68 Normal seasonal improvement
Gulf of Mexico 45 Moderately improving levels of flight support activity
The drilling and aviation markets in which Rowan competes frequently experience
significant changes in supply and demand. Offshore drilling utilization and day
rates are primarily a function of the demand for drilling services, as measured
by the level of exploration and development expenditures, and the supply of
capable drilling equipment. These expenditures, in turn, are affected by many
factors such as oil and natural gas reserves, political and regulatory policies,
seasonal weather patterns, contractual requirements under leases or concessions,
and, probably most influential, oil and natural gas prices. Rowan's aviation
operations are also affected by such factors, as flying in support of offshore
energy operations remains a major source of business and Alaska operations are
hampered by weather each winter. The volatile nature of such factors prevents us
from being able to accurately predict whether existing market conditions or the
perceptible market trends reflected in the preceding tables will continue. In
response to fluctuating market conditions, we can relocate our drilling rigs and
aircraft from one geographic area to another, but only when we believe such
moves are economically justified. At current levels, Rowan's drilling operations
are profitable, but there can be no assurance that existing and anticipated
market conditions will be sustained.
Though considerably less volatile than its drilling and aviation operations,
Rowan's manufacturing operations have been adversely impacted by a prolonged
period of unfavorable world commodity prices; in particular, prices for copper,
iron ore, coal, gold and diamonds. Rowan's external manufacturing backlog
remains at a depressed level. As a result, we cannot accurately predict whether
or not our manufacturing operations will return to profitability during the
remainder of 2001.
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LIQUIDITY AND CAPITAL RESOURCES
A comparison of key balance sheet figures and ratios as of March 31, 2001 and
December 31, 2000 is as follows (dollars in thousands):
March 31, December 31,
2001 2000
--------- ------------
Cash and cash equivalents $ 211,685 $ 192,828
Current assets $ 495,975 $ 483,357
Current liabilities $ 110,768 $ 104,354
Current ratio 4.48 4.63
Long-term debt $ 381,323 $ 372,212
Stockholders' equity $1,086,905 $1,052,757
Long-term debt/total capitalization .26 .26
Reflected in the comparison above are the effects in the first quarter of 2001
of net cash provided by operations of $66.9 million, proceeds from borrowings of
$23.6 million, capital expenditures of $59.6 million and debt payments of $14.5
million.
Capital expenditures during the first quarter were primarily related to the
construction of Rowan Gorilla VII and Rowan Gorilla VIII and the reactivation of
our land drilling division.
The construction of Rowan Gorilla VII, a Super Gorilla Class jack-up like Rowan
Gorilla V and Rowan Gorilla VI featuring a combination drilling and production
capability, continues on schedule at Rowan's Vicksburg, Mississippi shipyard and
should be completed by year-end 2001. We are financing up to $185 million of the
cost of Gorilla VII through a 12-year bank loan guaranteed by the U. S.
Department of Transportation's Maritime Administration ("MARAD") under its Title
XI Program. The notes require semiannual payments in each April and October and
Gorilla VII secures the government guarantee. At March 31, 2001, we had drawn
down about $129 million under this facility, which bore interest at floating
rates averaging approximately 5.6%.
Rowan Gorilla VIII is an enhanced version of our Super Gorilla Class jack-up and
is designated as a Super Gorilla XL. Gorilla VIII will be outfitted with 708
feet of leg, 134 feet more than Gorillas V, VI or VII, and have 30% larger spud
cans enabling operation in the Gulf of Mexico in water depths up to 550 feet.
Gorilla VIII will also be able to operate in water depths up to 400 feet in the
hostile environments offshore eastern Canada and in the North Sea. Gorilla VIII
is being constructed at Vicksburg, Mississippi with delivery expected during the
third quarter of 2003. Rowan has secured Title XI government-guaranteed
financing for up to $187 million of the cost of Gorilla VIII on terms and
conditions similar to those in effect for Gorilla VII.
Rowan estimates remaining 2001 capital expenditures will be between $160 million
and $190 million, including approximately $100-125 million for Gorillas VII and
VIII. We may also spend amounts to acquire additional aircraft as market
conditions justify and to upgrade existing offshore rigs and manufacturing
facilities.
During March 2001, Rowan completed the refinancing of its $156.8 million of
outstanding floating-rate Gorilla VI debt through the issuance of a 5.88%
fixed-rate note maturing in 2012. The fixed-rate note is U. S.
Government-guaranteed under MARAD's Title XI Program and Gorilla VI secures the
government guarantee.
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Based upon current operating levels and the previously discussed market trends,
we believe that 2001 operations, together with existing working capital and
available financial resources, will generate sufficient cash flow to sustain
planned capital expenditures and debt service requirements at least through the
remainder of 2001.
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities", generally requires recognition of
derivative financial instruments as assets or liabilities, measured at fair
value. Statement No. 133, as amended by Statements No. 137 and 138, is effective
for fiscal years beginning after June 15, 2000. Rowan's adoption of Statement
No. 133, as amended, effective January 1, 2001, did not materially impact our
financial position or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Rowan believes that its exposure to risk of earnings loss due to changes in
interest rates is not significant.
This report contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements as to the expectations, beliefs and future expected financial
performance of the Company that are based on current expectations and are
subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected by the Company. Among the
factors that could cause actual results to differ materially are the following:
oil, natural gas and other commodity prices; the level of offshore expenditures
by energy companies; the general economy, including inflation; weather
conditions in the Company's principal operating areas; and environmental and
other laws and regulations. Other relevant factors have been disclosed in the
Company's filings with the U. S. Securities and Exchange Commission.
-11-
13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders on April 27, 2001, stockholders
elected the three nominees for Class I Director as set forth in Rowan's
Proxy Statement relating to the meeting. With respect to such election,
proxies were solicited pursuant to Regulation 14 under the Securities
Exchange Act of 1934 and there was no solicitation in opposition to
such nominees. Of Rowan's 94,291,354 shares of record, 83,264,327 were
voted at the meeting by proxy. The following numbers of votes were cast
as to the Class I Director nominees: Hans M. Brinkhorst, 82,214,209
votes for and 1,050,118 votes withheld; William T. Fox III, 80,963,650
votes for and 2,300,677 votes withheld; and H. E. Lentz, 78,285,000
votes for and 4,979,327 votes withheld.
Item 6. Exhibits and Reports on Form 8-K
(a) The following is a list of Exhibits filed with this Form 10-Q:
3a Amendment dated April 27, 2001, to the Bylaws, as Amended
3b Bylaws, as Amended, as of April 27, 2001
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
first quarter of fiscal year 2001.
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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.
ROWAN COMPANIES, INC.
(Registrant)
Date: May 14, 2001 /s/ E. E. Thiele
--------------------------------------
E. E. Thiele
Senior Vice President- Finance,
Administration and Treasurer
(Chief Financial Officer)
Date: May 14, 2001 /s/ W. H. Wells
--------------------------------------
W. H. Wells
Controller
(Chief Accounting Officer)
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
3a Amendment dated April 27, 2001, to the Bylaws, as Amended
3b Bylaws, as Amended, as of April 27, 2001