UNITED STATES
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 November 3, 2001
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to__________________
Commission file number 0-3747
-------------------------------------
THE CATO CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 56-0484485
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8100 Denmark Road, Charlotte, North Carolina 28273-5975
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 554-8510
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(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
------- -------
As of November 20, 2001, there were 19,370,510 shares of Class A Common Stock
and 5,595,983 shares of Class B Common Stock outstanding.
THE CATO CORPORATION
FORM 10-Q
November 3, 2001
Table of Contents
Page
No.
----
PART I - FINANCIAL INFORMATION (UNAUDITED)
Condensed Consolidated Statements of Income 2
For the Three Months and Nine Months Ended
November 3, 2001 and October 28, 2000
Condensed Consolidated Balance Sheets 3
At November 3, 2001, October 28, 2000 and
February 3, 2001
Condensed Consolidated Statements of Cash Flows 4
For the Nine Months Ended November 3, 2001 and
October 28, 2000
Notes to Condensed Consolidated Financial Statements 5 - 7
For the Three Months and Nine Months Ended
November 3, 2001 and October 28, 2000
Management's Discussion and Analysis of 8 - 11
Financial Condition and Results of Operations
PART II - OTHER INFORMATION 12 - 13
Page 2
PART I FINANCIAL INFORMATION
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
------------------------- -------------------------
November 3, October 28, November 3, October 28,
2001 2000 2001 2000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
(Dollars in thousands, except per share data)
REVENUES
Retail sales $ 147,619 $ 136,856 $ 500,410 $ 462,385
Other income (principally finance, late, and layaway charges) 5,250 4,764 15,591 15,157
----------- ----------- ----------- -----------
Total revenues 152,869 141,620 516,001 477,542
----------- ----------- ----------- -----------
COSTS AND EXPENSES
Cost of goods sold 101,743 97,429 336,227 312,768
Selling, general and administrative 40,593 35,014 122,720 110,890
Depreciation 2,779 2,320 7,927 7,075
Interest 8 15 30 32
----------- ----------- ----------- -----------
Total expenses 145,123 134,778 466,904 430,765
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 7,746 6,842 49,097 46,777
Income tax expense 2,711 2,395 17,184 16,372
----------- ----------- ----------- -----------
NET INCOME $ 5,035 $ 4,447 $ 31,913 $ 30,405
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE $ .20 $ .18 $ 1.26 $ 1.22
=========== =========== =========== ===========
DILUTED EARNINGS PER SHARE $ .20 $ .18 $ 1.23 $ 1.20
=========== =========== =========== ===========
DIVIDENDS PER SHARE $ .135 $ .10 $ .395 $ .30
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
Page 3
THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
November 3, October 28, February 3,
2001 2000 2001
(Unaudited) (Unaudited)
-------------- -------------- --------------
(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents $ 5,710 $ 6,940 $ 25,201
Short-term investments 71,639 58,888 57,911
Accounts receivable - net 50,593 44,598 46,972
Merchandise inventories 97,972 94,734 79,161
Deferred income taxes 1,168 3,796 1,579
Prepaid expenses 5,134 1,780 4,665
-------------- -------------- --------------
Total Current Assets 232,216 210,736 215,489
Property and equipment - net 96,127 82,236 85,819
Other assets 8,693 8,442 9,434
-------------- -------------- --------------
Total $ 337,036 $ 301,414 $ 310,742
============== ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 68,571 $ 63,415 $ 59,681
Accrued expenses 29,041 22,477 24,378
Income taxes 3,591 4,312 5,706
-------------- -------------- --------------
Total Current Liabilities 101,203 90,204 89,765
Deferred income taxes 5,386 5,550 5,386
Other noncurrent liabilities 7,648 7,930 7,834
Shareholders' Equity
Preferred stock, $100 par value per share, 100,000
shares authorized, none issued -- -- --
Class A common stock, $.033 par value per share,
50,000,000 shares authorized; issued 24,913,479 shares,
24,296,971 shares and 24,643,420 shares at
November 3, 2001, October 28, 2000, and
February 3, 2001, respectively 830 810 821
Convertible Class B common stock, $.033 par value
per share, 15,000,000 shares authorized; issued
5,573,483 shares at November 3, 2001, and 5,364,317
shares at October 28, 2000 and February 3, 2001. 186 179 179
Additional paid-in capital 80,818 73,034 76,778
Retained earnings 197,177 169,651 175,275
Accumulated other comprehensive losses (120) (1,458) (884)
Unearned compensation - restricted stock awards (468) (763) (689)
-------------- -------------- --------------
278,423 241,453 251,480
Less Class A common stock in treasury,
at cost (5,542,969 shares at November 3, 2001, and
4,759,148 shares at October 28, 2000 and February 3, 2001) (55,624) (43,723) (43,723)
-------------- -------------- --------------
Total Shareholders' Equity 222,799 197,730 207,757
-------------- -------------- --------------
Total $ 337,036 $ 301,414 $ 310,742
============== ============== ==============
See accompanying notes to condensed consolidated financial statements.
Page 4
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
------------------------------------------
November 3, October 28,
2001 2000
(Unaudited) (Unaudited)
------------------------------------------
(Dollars in thousands)
OPERATING ACTIVITIES
Net income $ 31,913 $ 30,405
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 7,927 7,075
Amortization of investment premiums 125 101
Compensation expense related to restricted stock awards 221 221
Loss on disposal of property and equipment 331 881
Changes in operating assets and liabilities which
provided (used) cash:
Accounts receivable (3,621) 860
Merchandise inventories (18,811) (25,237)
Other assets 272 (94)
Accrued income taxes (2,115) (418)
Accounts payable and other liabilities 13,778 7,391
---------------- ---------------
Net cash provided by operating activities 30,020 21,185
---------------- ---------------
INVESTING ACTIVITIES
Expenditures for property and equipment (18,566) (20,854)
Purchases of short-term investments (35,181) (9,447)
Sales of short-term investments 22,092 7,687
---------------- ---------------
Net cash used in investing activities (31,655) (22,614)
---------------- ---------------
FINANCING ACTIVITIES
Dividends paid (10,011) (7,636)
Purchases of treasury stock (11,901) (15,449)
Proceeds from employee stock purchase plan 431 445
Proceeds from stock options exercised 3,625 620
---------------- ---------------
Net cash used in financing activities (17,856) (22,020)
---------------- ---------------
Net decrease in cash and cash equivalents (19,491) (23,449)
Cash and cash equivalents at beginning of period 25,201 30,389
---------------- ---------------
Cash and cash equivalents at end of period $ 5,710 $ 6,940
================ ===============
See accompanying notes to condensed consolidated financial statements.
Page 5
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 3, 2001
AND OCTOBER 28, 2000
- --------------------------------------------------------------------------------
NOTE 1 - GENERAL:
- -----------------
The consolidated financial statements have been prepared from the accounting
records of The Cato Corporation and its wholly-owned subsidiaries (the Company),
and all amounts shown at November 3, 2001 and October 28, 2000 are unaudited. In
the opinion of management, all adjustments (consisting solely of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of the interim period may not be indicative of the entire
year.
The interim financial statements should be read in conjunction with the
financial statements and notes thereto, included in the Company's Annual Report
in Form 10-K for the fiscal year ended February 3, 2001.
The Company's short-term investments are classified as available-for-sale
securities, and therefore, are carried at fair value, with unrealized gains and
losses, net of income taxes, reported as a component of other comprehensive
income.
Total comprehensive income for the third quarter and nine months ended November
3, 2001 was $5,752,000 and $32,677,000, respectively. Total comprehensive income
for the third quarter and nine months ended October 28, 2000 was $4,636,000 and
$30,748,000, respectively. Total comprehensive income is composed of net income
and net unrealized gains and losses on available-for-sale securities.
Merchandise inventories are stated at the lower of cost (first-in, first-out
method) or market as determined by the retail inventory method.
In the third quarter of fiscal 2001, the Company repurchased 322,250 shares of
Class A common stock for $4,790,514, or an average price of $14.87 per share.
For the nine months ended November 3, 2001, the Company repurchased 774,750
shares of Class A common stock and accepted 9,071 shares of Class A common stock
related to a stock option exercise, representing a total of 783,821 shares for
$11,901,108, or an average price of $15.18 per share. For the nine months ended
October 28, 2000, the Company repurchased 1,468,800 shares of Class A common
stock for $15,449,238 or an average price of $10.52 per share.
In May 2001, the Board of Directors increased the quarterly dividend by 8% from
$.125 per share to $.135 per share.
The provisions for income taxes are based on the Company's estimated annual
effective tax rate.
Page 6
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 3, 2001
AND OCTOBER 28, 2000
- --------------------------------------------------------------------------------
NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS:
- ------------------------------------------
In July 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS 142 includes requirements to test
goodwill and indefinite lived intangible assets for impairment rather than
amortize them. SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The Company intends to adopt the provisions of SFAS No. 142
during its fiscal year 2002. The impact of this pronouncement on the Company's
financial results is currently being evaluated.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets." SFAS No. 143 will require
the accrual, at fair value., of the estimated retirement obligation for tangible
long-lived assets if the Company is legally obligated to perform retirement
activities at the end of the related asset's life. The Company is currently
assessing the impact of this statement, which will be effective for the Company
on February 2, 2003.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for
the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," but retains many of its fundamental provisions. Additionally, this
statement expands the scope of discontinued operations to include more disposal
transactions. The Company is currently assessing the impact of this statement,
which will be effective for the Company on February 3, 2002.
NOTE 3 - EARNINGS PER SHARE:
- ----------------------------
Earnings per share is calculated by dividing net income by the weighted-average
number of Class A and Class B common shares outstanding during the respective
periods. The weighted-average shares outstanding is used in the basic earnings
per share calculation, while the weighted-average shares and equivalents
outstanding is used in the diluted earnings per share calculation.
Three Months Ended Nine Months Ended
---------------------------- --------------------------
November 3, October 28, November 3, October 28,
2001 2000 2001 2000
---------- ---------- ---------- ----------
Weighted-average shares outstanding 25,109,834 24,865,073 25,244,887 24,980,060
Dilutive effect of stock options 564,935 415,829 640,914 396,733
---------- ---------- ---------- ----------
Weighted-average shares and
equivalents outstanding 25,674,769 25,280,902 25,885,801 25,376,793
========== ========== ========== ==========
Page 7
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 3, 2001
AND OCTOBER 28, 2000
- --------------------------------------------------------------------------------
NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION:
- --------------------------------------------
Income tax payments, net of refunds received, for the nine months ended November
3, 2001 and October 28, 2000 were $19,794,000 and $17,435,000, respectively.
NOTE 5 - FINANCING ARRANGEMENTS:
- --------------------------------
At November 3, 2001, the Company had an unsecured revolving credit agreement
which provides for borrowings of up to $35 million. The revolving credit
agreement is committed until July 2003. The credit agreement contains various
financial covenants and limitations, including the maintenance of specific
financial ratios with which the Company was in compliance. There were no
borrowings outstanding during the nine months ended November 3, 2001 or the
fiscal year ended February 3, 2001.
NOTE 6 - REPORTABLE SEGMENT INFORMATION:
- ----------------------------------------
The Company has two reportable segments: retail and credit. The following
schedule summarizes certain segment information (in thousands):
Three Months Ended Nine Months Ended
------------------------ ------------------------
November 3, October 28, November 3, October 28,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
Retail $ 149,633 $ 138,142 $ 506,107 $ 467,421
Credit 3,236 3,478 9,894 10,121
----------- ----------- ----------- -----------
Total $ 152,869 $ 141,620 $ 516,001 $ 477,542
=========== =========== =========== ===========
Income before taxes:
Retail $ 6,826 $ 5,591 $ 46,359 $ 43,356
Credit 920 1,251 2,738 3,421
----------- ----------- ----------- -----------
Total $ 7,746 $ 6,842 $ 49,097 $ 46,777
=========== =========== =========== ===========
Page 8
THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth, for the periods indicated, certain items in the
Company's unaudited Condensed Consolidated Statements of Income as a percentage
of total retail sales:
Three Months Ended Nine Months Ended
------------------------ ------------------------
November 3, October 28, November 3, October 28,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Total retail sales 100.0% 100.0% 100.0% 100.0%
Total revenues 103.5 103.5 103.1 103.3
Cost of goods sold 68.9 71.2 67.2 67.7
Selling, general and
administrative 27.5 25.6 24.5 24.0
Income before income taxes 5.2 5.0 9.8 10.1
Net income 3.4 3.2 6.4 6.6
Comparison of Third Quarter and First Nine Months of 2001 with 2000.
Total retail sales for the third quarter were $147.6 million compared to last
year's third quarter sales of $136.9 million, an 8% increase. Same-store sales
increased 3% in the third quarter. For the nine months ended November 3, 2001,
total retail sales were $500.4 million compared to last year's first nine months
sales of $462.4 million, an 8% increase, and same-store sales increased 2% for
the comparable nine month period. The increase in retail sales for the first
nine months of 2001 resulted from the Company's continued everyday low pricing
strategy, improved merchandise offerings, and increased store development
activity. The Company operated 917 stores at November 3, 2001 compared to 847
stores at the end of last year's third quarter.
Other income for the third quarter and first nine months of 2001 increased 10%
and 3%, respectively, over the prior year's comparable periods. The increase in
the current year resulted primarily from increased layaway fees.
Cost of goods sold were 68.9% and 67.2% of total retail sales for the third
quarter and first nine months of 2001, respectively, compared to 71.2% and 67.7%
for last year's comparable three and nine month periods. The decrease in cost of
goods sold as a percent of retail sales for the first nine months of 2001
resulted from strong sell-through of regular priced goods, improved purchasing
programs and tightly managed inventory in the third quarter.
Page 9
THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
OPERATING RESULTS - CONTINUED
- -----------------------------
Selling, general and administrative (SG&A) expenses were $40.6 million and
$122.7 million for the third quarter and first nine months of this year,
compared to $35.0 million and $110.9 million for last year's comparable three
and nine month periods, respectively. SG&A expenses as a percentage of retail
sales increased 190 basis points for the third quarter of 2001 and 50 basis
points for the first nine months of 2001. The overall increase in SG&A resulted
primarily from increased health care and other insurance costs and increased
selling-related expenses and infrastructure expenses attributable to the
Company's store development activities.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At November 3, 2001, the Company had working capital of $131.0 million, compared
to $120.5 million at October 28, 2000 and $125.7 million at February 3, 2001.
Cash provided by operating activities was $30.0 million for the nine months
ended November 3, 2001, compared to $21.2 million for last year's comparable
nine month period. The increase in net cash provided by operating activities
resulted primarily from the change in merchandise inventories, accounts payable
and other liabilities and an increase in net income offset by the change in
accounts receivables and accrued income taxes. At November 3, 2001, the Company
had cash, cash equivalents, and short-term investments of $77.3 million,
compared to $65.8 million at October 28, 2000 and $83.1 million at February 3,
2001.
Net cash used in investing activities totaled $31.7 million for the first nine
months of 2001 compared to $22.6 million for the comparable period of 2000. Cash
was used to fund capital expenditures for new, relocated and remodeled stores
and for investments in new technology for an enterprise-wide information system
for merchandising, distribution and finance. Additionally, the increase in cash
used was in part related to an increase in the purchase of short-term
investments offset by an increase in the sale of short-term investments in
fiscal 2001 as compared to fiscal 2000.
Expenditures for property and equipment totaled $18.6 million for the first nine
months of 2001 compared to $20.9 million for the comparable period of 2000. The
Company expects total capital expenditures to be approximately $24 million for
the current fiscal year. The Company intends to open approximately 85 new
stores, close 6 stores and relocate 23 stores during the current fiscal year.
For the nine months ended November 3, 2001, the Company opened 62 new stores,
relocated 19 stores, and closed 4 stores.
Net cash used in financing activities totaled $17.9 million for the first nine
months of 2001 compared to $22.0 million for the comparable period of 2000. The
decrease was due primarily to a reduction in the Company's share buyback program
and an increase in stock options exercised, which were partially offset by an
increase in dividends paid in fiscal 2001 as compared to fiscal 2000.
Page 10
THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
- -------------------------------------------
At November 3, 2001, the Company had an unsecured revolving credit agreement
which provides for borrowings of up to $35 million. The revolving credit
agreement is committed until July 2003. The credit agreement contains various
financial covenants and limitations, including the maintenance of specific
financial ratios with which the Company was in compliance. There were no
borrowings outstanding during the nine months ended November 3, 2001, or the
fiscal year ended February 3, 2001.
In May 2001, the Board of Directors increased the quarterly dividend by 8% from
$.125 per share to $.135 per share.
At November 3, 2001, October 28, 2000, and February 3, 2001, the Company's
investment portfolio was primarily invested in governmental debt securities with
maturities of up to 36 months. These securities are classified as
available-for-sale, and are recorded on the balance sheet at fair value with
unrealized gains and losses reported as accumulated other comprehensive losses.
The Company believes that its cash, cash equivalents and short-term investments,
together with cash flows from operations and borrowings available under its
revolving credit agreement, will be adequate to fund the Company's proposed
capital expenditures and other operating requirements during fiscal 2001.
In July 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS 142 includes requirements to test
goodwill and indefinite lived intangible assets for impairment rather than
amortize them. SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The Company intends to adopt the provisions of SFAS No. 142
during its fiscal year 2002. The impact of this pronouncement on the Company's
financial results is currently being evaluated.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets." SFAS No. 143 will require
the accrual, at fair value., of the estimated retirement obligation for tangible
long-lived assets if the Company is legally obligated to perform retirement
activities at the end of the related asset's life. The Company is currently
assessing the impact of this statement, which will be effective for the Company
on February 2, 2003.
Page 11
THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
- -------------------------------------------
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for
the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," but retains many of its fundamental provisions. Additionally, this
statement expands the scope of discontinued operations to include more disposal
transactions. The Company is currently assessing the impact of this statement,
which will be effective for the Company on February 3, 2002.
Form 10-Q includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements
other than statements of historical facts included in the Form 10-Q and located
elsewhere herein regarding the Company's financial position and business
strategy may constitute forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct.
Page 12
PART II OTHER INFORMATION
THE CATO CORPORATION
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
ITEM 5. OTHER INFORMATION
- --------------------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(A) None
(B) No Reports on Form 8-K were filed during the quarter ended
November 3, 2001.
Page 13
PART II OTHER INFORMATION (CONTINUED)
THE CATO CORPORATION
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.
THE CATO CORPORATION
December 12, 2001 /s/ Wayland H. Cato, Jr.
- -------------------------------- --------------------------------------
Date Wayland H. Cato, Jr.
Chairman of the Board
December 12, 2001 /s/ John P. Derham Cato
- -------------------------------- --------------------------------------
Date John P. Derham Cato
President, Vice Chairman of the Board
and Chief Executive Officer
December 12, 2001 /s/ Michael O. Moore
- -------------------------------- --------------------------------------
Date Michael O. Moore
Executive Vice President
Chief Financial Officer and Secretary
December 12, 2001 /s/ Robert M. Sandler
- -------------------------------- --------------------------------------
Date Robert M. Sandler
Senior Vice President
Controller