<Page>
Exhibit 99.2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 2002
Commission file number: 1-12216
CROWN AMERICAN REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 25-1713733
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
PASQUERILLA PLAZA
JOHNSTOWN, PENNSYLVANIA 15901 (814) 536-4441
(Address of principal executive offices) (Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE 11.00% SENIOR PREFERRED SHARES,
PAR VALUE $.01 PER SHARE ($50.00 LIQUIDATION PREFERENCE)
(Title of Class)
NEW YORK STOCK EXCHANGE
(Name of Exchange on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 and (2) has been subject to such
filing requirements for at least the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes X No .
--- ---
On June 28, 2002, the last business day of the registrant's most
recently completed second quarter, the aggregate market value of the shares of
Common Shares of Beneficial Interest held by non-affiliates of the registrant
was approximately $273.1 million based upon the closing price of Common Shares
of Beneficial Interest on The New York Stock Exchange composite tape on such
date.
As of March 31, 2003, 32,071,965 Common Shares of Beneficial Interest
of the registrant were issued and outstanding.
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Exhibit Index on page 13
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DOCUMENTS INCORPORATED BY REFERENCE:
None.
TABLE OF CONTENTS
<Table>
<Caption>
ITEM NO. PAGE NO.
PART III
10. Directors and Executive Officers of the Registrant.......................................... 2
11. Executive Compensation...................................................................... 3
12. Security Ownership of Certain Beneficial Owners and Management.............................. 7
13. Certain Relationships and Related Transactions.............................................. 10
PART IV
14. Controls and Procedures.....................................................................
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................. 12
Signatures.................................................................................. 16
Certifications.............................................................................. 17 - 18
</Table>
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K/A is being filed for the
purposes of amending and restating Part III of the Annual Report on Form 10-K
for the fiscal year ended December 31, 2002, filed with the Securities and
Exchange Commission on March 31, 2003. In connection with these amendments, the
registrant is also amending the Exhibit Index in Item 15(c) to include the
certifications required by 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, as Exhibit 99.2, an employment
agreement with Mr. Antonazzo, as further described in Item 11 and certain
agreements related to the sale of its Oak Ridge Mall on March 31, 2003, which is
further described in Item 13, each of which is being filed as an exhibit to this
Amendment No. 1.
All capitalized terms used, but not defined, in this Amendment
No.1 are defined in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the Securities and Exchange Commission on March
31, 2003.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a description of the Company's trustees as of
March 31, 2003:
MARK E. PASQUERILLA, 43, is the Company's Chairman of the
Board of Trustees and has been a member of the Board of Trustees since 1993. As
Chief Executive Officer and President of the Company, he directs all operational
activities, establishes corporate policy and provides overall strategic
direction for the Company. Mr. Pasquerilla was named President in 1990, Vice
Chairman in 1998, and Chairman, Chief Executive Officer and President in 1999.
Mr. Pasquerilla was a member of the Governor of Pennsylvania's Economic
Development Partnership Council from 1987 to 1995, and is a former
Fullbright-Hayes Scholar. Mr. Pasquerilla is a member and Trustee of the
International Council of Shopping Centers (ICSC), and is a member of the
National Association of Real Estate Investment Trusts (NAREIT). In addition, Mr.
Pasquerilla is a member of the Board of Directors and the Executive Committee of
AmeriServ Financial, Inc., and a member of the Board of Directors of Concurrent
Technologies Corporation.
TERRY L. STEVENS, 54, has been a Trustee since 1999. He is
also the Company's Executive Vice President and Chief Financial Officer. He is
responsible for all finance and treasury functions including debt and equity
financing, property acquisitions and dispositions, all accounting, reporting,
and MIS functions, and is also actively involved in investor relations. Mr.
Stevens joined the Company in May 1994 as Vice President and Chief Accounting
Officer, and he was promoted to Senior Vice President in February 1995, to Chief
Financial Officer in
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September 1998, and was named Executive Vice President in May 1999. Prior to
joining the Company, Mr. Stevens was Director of Financial Systems at
AlliedSignal, Inc., a large multi-national manufacturer, from 1990 to 1994. He
also spent 18 years with Price Waterhouse, an international accounting firm,
including seven years as an audit partner. Mr. Stevens is a CPA.
DONATO B. ZUCCO, PH.D., 62, has been a Trustee since 1999. He
is also the Company's Senior Vice President and Chief Administrative Officer. He
is responsible for a wide variety of administrative activities that support the
Company's business units, which include Facilities Planning, Human Resources,
Corporate Communications, Legal and Risk Management. Dr. Zucco joined the
Company in January 1991 as Senior Vice President and Chief Administrative
Officer. He also serves as a member of the Board of Directors of First National
Bank of Pennsylvania. Dr. Zucco presides as the Mayor of the City of Johnstown,
Pennsylvania.
CLIFFORD A. BARTON, 74, has been a Trustee since 1993. In
January 1994, he retired from his position as Chairman, President and Chief
Executive Officer of USBANCORP, Inc. From prior to 1992 to October 2002, Mr.
Barton served as Director of Three Rivers Bank & Trust Co. and Three Rivers
Bancorp, Inc.
PETER J. SIRIS, 58, has been a Trustee since 1998. Since 1998,
he has served as Managing Director of Guerrilla Capital Management LLC, an
investment management firm. He served as Senior Vice President of ABN-Amro, an
investment banking firm, from February 1997 to June 1997, Senior Vice President
of WARNACO, Inc., a clothing manufacturer, from 1995 to 1996, as Managing
Director of UBS Securities from 1990 to 1995, and Director of Candies, Inc. from
January 2000 to February 2003. Mr. Siris is the author of "Guerilla Investing"
and is a columnist for the New York Daily News."
DONALD F. MAZZIOTTI, 57, has been a Trustee since 1993. Since
2001, he has served as Executive Director, Portland Development Commission. He
has been Senior Consultant to ProDx, Inc., a professional technology services
provider, since January 2001. Mr. Mazziotti was the Chief Information Officer
for the State of Oregon, 1998-2000, Chairman of Delta Development Group, Inc.
(government relations, economic planning and Management consulting) from 1995 to
1997, and President of Delta Development Group, Inc. from 1988 to 1998.
ZACHARY L. SOLOMON, 68, has been a Trustee since 1993. He is
now retired. From February 2000 to July 2002, he has served as Chief Executive
Officer of Baby Togs Inc., a children's wear manufacturer. He also served as
President, Finity Apparel, a women's sportswear company, from November 1999 to
January 2000, President and Chief Executive Officer of Adrienne Vittadini Co., a
clothing designer, from February 1998 to September 1999. From 1991 to 1997; Mr.
Solomon was President and Chief Executive Officer of Associated Merchandising
Corp., a private label developer and sourcing company. Since July 2000, he has
served as a Trustee of Preface Corporation, and as a Trustee of Brooklyn College
since September 1986.
A description of the Company's executive officers is included
in Part I of the Company's Annual Report on Form 10K filed with the Securities
and Exchange Commission (the "SEC") on March 31, 2003.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
Trustees, executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of common shares and
other equity securities of the Company. Officers, trustees and greater than ten
percent shareholders of the Company are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms which they file. Based on
these copies and trustees' and officers' representations, the Company believes
that all trustees and executive officers complied with the Section 16(a)
requirements in 2002.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the
annual and long-term compensation for services in all capacities to the Company
for 2002, 2001 and 2000 of the Chief Executive Officer of the Company and those
persons who were, as of December 31, 2002, the other four most highly
compensated executive officers of the Company.
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SUMMARY COMPENSATION TABLE
<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM ALL OTHER
------------------------ COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS (2) (3)
--------------------------- ---- ------ --------- ----------- ---
MARK E. PASQUERILLA 2002 $ 205,883 $ 129,200 0 $ 9,160
Chairman of the Board of 2001 200,000 109,200 0 7,336
Trustees, Chief Executive 2000 312,000 202,800 0 7,716
Officer and President
NICHOLAS O. ANTONAZZO 2002 235,253 80,000 0 8,278
Executive Vice President, 2001 175,359 70,000 0 3,517
Development 2000 176,956 100,000 35,000 6,302
THOMAS STEPHENSON 2002 215,790 105,569 10,000 13,000
Executive Vice President, 2001 209,000 87,780 0 11,050
Asset Management 2000 209,622 125,773 35,000 11,050
TERRY L. STEVENS 2002 217,829 121,282 10,000 13,000
Executive Vice President, 2001 211,603 88,873 0 11,050
Chief Financial Officer 2000 191,163 119,773 45,000 11,050
DONATO B. ZUCCO 2002 139,841 68,972 0 9,090
Senior Vice President, 2001 135,844 57,054 0 8,822
Chief Administrative Officer 2000 129,375 77,625 55,000 8,404
</Table>
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(1) In 2002, twelve of the Company's executives, including each of the
executives above, were eligible to receive annual incentive awards under
the Company's Executive Incentive Plan, which was adopted in 1993. Bonuses
under the Executive Incentive Plan for 2002, 2001 and 2000 were earned
based on corporate and individual performances achieved in those years. In
2002, twelve executives received a bonus based upon the Company achieving
predetermined corporate goals and a review of their individual performance.
The aggregate bonuses earned that relate to 2002, 2001 and 2000 performance
were $840,681, $645,015 and $854,077, respectively. Employees may elect to
receive their bonus in cash or defer payment of part or all their bonus to
a trust, established under the Executive Incentive Plan with a commercial
bank (the "Trust"), until normal retirement. After the end of each plan
year the Company pays the non-deferred bonuses in cash to the executives
and also deposits cash equal to the aggregate amount of the deferred
bonuses into the Trust. Amounts held in the Trust are allocated to each
executive and are invested in common shares of the Company and in other
investments as determined by the Trustee; gains, losses and earnings on the
assets are allocated to each executive's account. Each executive will be
entitled to receive the value of his or her allocated account in the Trust
in a lump sum or over a period of years upon retirement or beginning at
other dates as elected by the executive. During 2002 Mr. Stevens was also
granted a discretionary bonus of $15,000 in connection with his performance
related to the Company's common share offering completed in June 2002.
(2) Prior to the Company's initial public offering in 1993, the shareholders of
the Company approved the 1993 Crown American Realty Option Plan (the
"Employee Option Plan"). An objective of the Employee Option Plan is to
provide capital accumulation opportunities to a select group of Company
executives and employees by allowing them to acquire an equity interest in
the Company, thus increasing said participant's incentives to make
continued major contributions to the Company. Additionally, the Company
hopes to maintain continuity of the management team with the provision of
options. The Compensation Committee has approved the Chairman and Chief
Executive Officer granting Chairman's Options to employees of the Company
whose performance is exemplary, all of said grants are approved by the
Compensation Committee. The amounts represent the right to acquire common
Partnership Units, which are exchanged for common shares of the Company
generally on a one for one basis, upon the exercise of said options. Mark
E. Pasquerilla, Chairman, Chief Executive Officer, and President, currently
does not participate in the Employee Option Plan or the 1993 Crown American
Realty Trustees' Option Plan (the "Trustees' Option Plan"). On January 2,
2003, Employee Option Agreements with ten officers were amended to extend
the January 3, 2003 expiration date with respect to 108,000 option shares
by one year to January 3, 2004. This amendment included 24,000 options
shares held by both Messrs.
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Antonazzo and Stephenson, and 12,000 option shares held by both Messrs.
Stevens and Zucco. This amendment constituted a new measurement date for
accounting purposes, and the related compensation expense of approximately
$0.1 million was recorded by the Company in first quarter of 2003.
(3) The Company instituted the Crown American Realty Trust Retirement Savings
Plan ("Savings Plan") on August 17, 1993 pursuant to Section 401(k) of the
Internal Revenue Code. The Savings Plan covers employees of the Company who
have completed one year of service, working 1,000 hours per year, and have
attained the age of 21. Executives of the Company are able to participate
on the same terms as non-executive employees, subject to any legal
limitations on amounts which may be contributed or the benefits which may
be payable under the Savings Plan. The Company is contributing a
percentage, which varies from 2% to 5% depending upon the age of the
employee, of each eligible employee's base salary to the Savings Plan as a
supplemental employer contribution subject to applicable limitations under
the Internal Revenue Code. Participants also may elect to contribute,
within certain percentage limitations, on a pre-tax basis. Employee
contributions are matched by the Company up to 50% of the first 3% of the
participant's salary. Receipt of benefits attributable to the Company's
matching contribution and the supplemental employer contribution is subject
to the vesting and forfeiture provisions of the Savings Plan. Other amounts
are fully vested at all times. The amount shown represents the Company's
contribution to its Savings Plan on behalf of the named executive.
OPTIONS GRANTED IN 2002
The following table sets forth, as to the individuals named in
the Summary Compensation Table, other than Mark E. Pasquerilla, Chairman of the
Board of Trustees, Chief Executive Officer and President, who currently does not
participate in any option plan, information with respect to options granted
during 2002 under the Employee Option Plan:
OPTION GRANTS IN 2002
<Table>
<Caption>
POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF
OPTIONS SHARE PRICE APPRECIATION FOR
NUMBER OF SHARES GRANTED TO EXERCISE OPTION TERM (1)
SUBJECT TO EMPLOYEES IN PRICE EXPIRATION ---------------
NAME OPTIONS GRANTED 2002 PER/SHARE DATE 5% 10%
---- --------------- ---- --------- ---- -- ---
NICHOLAS O. ANTONAZZO 0 0 0 N/A N/A N/A
THOMAS STEPHENSON 10,000 9.17% $7.78 01/09/07 $21,495 $47,498
TERRY L. STEVENS 10,000 9.17% 7.78 01/09/07 21,495 47,498
DONATO B. ZUCCO 0 0 0 N/A N/A N/A
</Table>
(1) The dollar amounts under the potential realizable value columns are the
result of calculations at assumed annually compounded rates of stock prices
appreciation over the ten-year life of the options in accordance with the
proxy regulations of the Securities and Exchange Commission, and are not
intended to forecast actual future appreciation, if any, of the Company's
common shares of beneficial interest. The actual value, if any, an
executive may realize will depend on the excess of the market price of the
shares over the exercise price on the date the option is exercised.
OPTION EXERCISES IN 2002 AND 2002 YEAR-END VALUES
The following table sets forth as to four of the persons named
in the Summary Compensation Table information with respect to (i) the options
exercised during 2002, (ii) the net value realized upon such exercises, (iii)
the number of common Partnership Units covered by unexercised options held at
December 31, 2002 and (iv) the value of such unexercised options at December 31,
2002. Mark E. Pasquerilla, Chairman, Chief Executive Officer and President,
currently does not participate in the Employee Option Plan or the Trustees'
Option Plan. Common Partnership Units obtained under the Employee Option Plan
are exchanged for common shares of the Company, generally on a one for one
basis, upon the exercise of said options.
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AGGREGATED OPTION EXERCISES IN 2002 AND DECEMBER 31, 2002 OPTION VALUES
<Table>
<Caption>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
COMMON OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 2002 DECEMBER 31, 2002 (1)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME AND PRINCIPAL POSITION EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
--------------------------- -------- -------- ------------ -------------
NICHOLAS O. ANTONAZZO 0 0 127,000 / 28,000 $170,341 / $105,364
Executive Vice President
Development
THOMAS STEPHENSON 0 0 137,000 / 28,000 $184,541 / $105,364
Executive Vice President,
Asset Management
TERRY L. STEVENS 0 0 103,000 / 72,000 $162,741 / $196,664
Executive Vice President and
Chief Financial Officer
DONATO B. ZUCCO 0 0 71,000 / 44,000 $114,140 / $168,560
Senior Vice President and
Chief Administrative Officer
</Table>
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(1) The value of unexercised in-the-money options has been determined under
the assumption that the value of an option for a common Partnership
Unit in Operating Partnership is equivalent to that of an option for a
common share of beneficial interest in the Company.
EMPLOYMENT AGREEMENTS WITH EXECUTIVES
The Company entered into Employment Continuation Agreements
with eight executive officers, including Messrs. Pasquerilla, Stephenson,
Antonazzo, Stevens and Zucco in February 2002. Under the agreements with Messrs.
Pasquerilla, Stevens and Zucco, the executive agrees to remain in the employ of
the Company for thirty-six months following a change of control (as defined in
the agreements), and the Company agrees to provide the executive salary and
benefits to the executive at levels commensurate with those prior to the change
of control for the thirty-six month period.
The agreements further provide that if during the employment
period, the executive terminates his employment for good reason (as defined in
the agreements) or is terminated by the Company for other than cause (as defined
in the agreements) the Company will pay the executive his (i) earned salary,
(ii) a cash severance amount equal to three times the sum of the executive's
base salary, as defined, and the average bonus for the three fiscal years
preceding the date of termination and (iii) obligations accrued under applicable
benefit plans, and will continue such benefits through the earlier of thirty-six
months from the date of termination or the date the executive becomes eligible
for comparable benefits offered by a subsequent employer. The payments under the
agreements may be subject to reduction to the extent they are considered excess
parachute payments under the Internal Revenue Code. The executive may be
entitled to similar benefits under certain circumstances if his employment is
terminated after a potential change of control and a change of control occurs
within six months of such termination. If termination occurs by reason of death,
disability or voluntary termination by the executive (other than for good
reason) the executive is generally entitled to receive earned salary and accrued
benefit obligations.
The Employment Continuation Agreements with the other
executive officers, including Messrs. Antonazzo and Stephenson, are essentially
the same except that the executives agree to remain with the Company for
twenty-four months following a change of control and will receive severance
equal to two times base salary and the average bonus for the two years preceding
the date of termination, with continuation of benefits for twenty-four months.
In January 2002, the Company entered into an employment
agreement with Terry L. Stevens as the Chief Financial Officer of the Company.
The agreement provides for his employment to continue through December 31, 2004
with automatic two year extensions unless the Company provides six-months prior
written notice to Mr. Stevens that the term will not be extended. If Mr. Stevens
is terminated without cause (as defined in
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the agreement) the Company must pay Mr. Stevens two years of base salary in
effect upon termination and continue his benefits under the COBRA program during
the two years following termination. Mr. Stevens' salary under this employment
contract is adjusted from time to time by the Company and was $217,829 for the
year ended December 31, 2002.
In September 1999, the Company entered into an employment
agreement with Nicholas O. Antonazzo. The agreement provided that the Company
would employ Mr. Antonazzo for a three year term. In addition, the agreement
established the compensation paid to Mr. Antonazzo during the three year term
and established severance payments that would be made to him in the event that
the Company and Mr. Antonazzo agreed to voluntarily terminate his employment
during the term of the agreement. The agreement expired in September 2002. Mr.
Antonazzo is currently employed by the Company as an at-will employee.
COMPENSATION OF TRUSTEES
Trustees who are also employees of the Company (Messrs.
Pasquerilla, Stevens and Zucco) do not receive a retainer or fees for attending
meetings of the Board of Trustees or meetings of Committees of the Board. In
2002, Trustees who are not employees of the Company ("Independent Trustees")
received an annual fee of $18,000, a meeting fee of $1,000 for each Board or
Committee meeting attended and were reimbursed for their expenses incurred in
attending meetings, and a fee of $500 for each non-Board or Committee meeting
conference call. In February 2003, the non-independent members of the Board of
Trustees approved changes to the fees payable to the Independent Trustees,
effective as of January 1, 2003. In 2003, the Independent Trustees will receive
an annual retainer fee of $36,000, a meeting fee of $1,000 for each Board or
Committee meeting attended and will be reimbursed for their expenses incurred in
attending meetings, and a fee of $250 to $500 for each non-Board or Committee
meeting conference call depending on the duration of the call. In addition, each
Independent Trustee will receive a one-time payment of $25,000 as compensation
for his participation on the Special Committee of Independent Trustees to
evaluate strategic alternatives for the Company. Finally, in 2003, Mr. Siris
will receive an annual fee $15,000 for serving as the Chairman of the Company's
Audit Committee and an annual fee of $50,000 for serving as the Chairman of the
Special Committee of Independent Trustees, and Mr. Barton will receive an annual
fee of $10,000 for serving as the Chairman of the Compensation Committee.
As further discussed in Note 10 to the Consolidated Financial
Statements, prior to the Company's initial public offering in 1993, shareholders
of the Company approved the Trustees' Option Plan. Options to purchase a total
of 150,000 common shares of the Company are authorized for grant to non-employee
Trustees pursuant to the Trustees' Option Plan, as amended. Each non-employee
Trustee automatically is granted on December 31 of each year an option to
purchase 5,000 common shares having an exercise price equal to 100% of the fair
market value of the shares on the date of grant. On December 31, 2002, each of
the four non-employee Trustees was granted options to purchase 5,000 common
shares at an exercise price of $9.20. The Trustees' Option Plan also provides
for an automatic grant of 5,000 options to purchase common shares with an
exercise price equal to 100% of the fair market value of the shares on the date
of grant upon the appointment or election of each new non-employee Trustee to
the Board. As of December 31, 2002, there were 120,000 outstanding options to
purchase common shares held by the Trustees. To date, all options granted to the
Trustees under the Trustees' Option Plan have been exercisable immediately upon
grant and terminate five years thereafter. In December 2002, certain option
agreements for an aggregate of 20,000 options held by Trustees were amended to
extend the December 31, 2002 and April 29, 2003 expiration dates to December 31,
2003. To date 1,000 and 6,000 options have been exercised by Donald Mazziotti
and a former trustee, respectively.
The terms of each option are contained in an Option Agreement,
signed by the optionee, that includes such terms and conditions, consistent with
the Trustees' Option Plan, as amended, and Rule 16b-3 ("Rule 16b-3") under
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as the Compensation Committee determines to be necessary or advisable.
The Board of Trustees may amend, suspend or terminate the
Trustees' Option Plan at any time, in its sole discretion; provided, however,
that the Board of Trustees may not amend the Trustees' Option Plan without
approval of the shareholders of the Company if such approval is required by Rule
16b-3.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Messrs.
Barton (Chairman), Siris, Mazziotti and Solomon. The Compensation Committee's
responsibilities include determining compensation of the Company's executive
officers and administering the Company's option plans, the Executive Incentive
Plan, the Retirement
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Savings Plan and the Savings Restoration Plan. None of the members of the
Compensation Committee are current or former employees or officers of the
Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
A person who directly or indirectly has or shares voting power
and/or investment power with respect to a security is considered a beneficial
owner of the security. Voting power includes the power to vote or direct the
voting of shares, and investment power includes the power to dispose of or
direct the disposition of shares. Shares as to which voting power and/or
investment power may be acquired within 60 days are also considered as
beneficially owned under the proxy rules.
MANAGEMENT
The Company conducts all of its business activities through
subsidiaries, principally the Operating Partnership, and through a number of
other partnerships or limited liability companies owned by the Operating
Partnership or the Company. The Company does not have any employees other than
its officers.
The Trustees, the chief executive officer, the four most
highly compensated executive officers who were serving as executive officers as
of December 31, 2002, and all Trustees and executive officers of the Company as
a group beneficially owned as of March 31, 2003 the number of common shares set
forth in the table below. The information on beneficial ownership in the table
and related footnotes is based upon data furnished to the Company by, or on
behalf of, the persons referred to in the table. Unless otherwise indicated in
the footnotes to the table, each Trustee and executive officer has sole voting
power and sole dispositive power with respect to the common shares shown.
<Table>
<Caption>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF COMMON PERCENT OF
NAME SHARES (11) CLASS (1)
---- ----------- ---------
Mark E. Pasquerilla 5,511,638 (2) 16%
Clifford A. Barton 63,292 (3) *
Donald F. Mazziotti 32,593 (3) *
Zachary L. Solomon 330,000 (3) 1.0%
Peter J. Siris 125,000 (4) *
Terry L. Stevens 114,454 (5) *
Donato B. Zucco 93,014 (6) *
Thomas Stephenson 143,551 (7) *
Nicholas O. Antonazzo 133,507 (8) *
All Trustees and executive officers as a group (13 persons) 6,547,049 (10) 18.5%
</Table>
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* Less than 1%
(1) The percentage of class was determined by dividing the number of shares
beneficially owned by the number of common shares outstanding, in each
case treating the shares which may be acquired upon exercise of
outstanding options as outstanding that are exercisable within 60 days
of March 31, 2003 as required by Rule 13d-3(d)(1) under the Exchange
Act. For purposes of inclusion in the table and percentage of class,
options represent the right to acquire common Partnership Units, which
are exchanged for common shares of the Company generally on a one for
one basis, upon the exercise of said options.
(2) Includes 39,492 common shares held of record by Mark E. Pasquerilla
individually and 181,652 common shares held of record by Marenrico
Partnership, a general partnership consisting of Mark E. Pasquerilla
and Leah Pasquerilla, his sister, as to which common shares he shares
voting and dispositive power. Also includes 5,290,494 common shares
beneficially owned by Crown Investments, which is controlled by Mark E.
Pasquerilla. Does not include 3,698 common shares allocated under the
Crown American Associates Key Executive Incentive Plan (the "Associate
Executive Plan") and 643 shares allocated under the Crown American
Hotel Deferred Compensation Plan.
(3) Includes 30,000 common shares which may be acquired upon the exercise
of outstanding options.
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(4) Includes 4,000 common shares held in trust for his son and daughter,
with respect to which Mr. Siris is the trustee, beneficial ownership of
which shares is disclaimed. Includes 7,000 common shares held jointly
by Mr. Siris and his wife, with whom he shares voting and dispositive
power. Also includes 51,500 common shares held in an investment fund
over which Mr. Siris has voting and dispositive power and includes
30,000 shares which may be acquired upon the exercise of outstanding
options.
(5) Includes 2,231 common shares held in custodial accounts for his
daughters, with respect to which Mr. Stevens is the custodian,
beneficial ownership of which shares is disclaimed. Also includes
103,000 shares which may be acquired upon the exercise of outstanding
options.
(6) Includes 71,000 common shares which may be acquired upon the exercise
of outstanding options.
(7) Includes 137,000 common shares which may be acquired upon the exercise
of outstanding options.
(8) Includes 6,507 common shares held jointly by Mr. Antonazzo and his
wife, with whom he shares voting and dispositive power. Includes
127,000 shares which may be acquired upon the exercise of outstanding
options.
(9) Includes 5,290,494 common shares beneficially owned by Crown
Investments which are included in the reported holdings of Mark E.
Pasquerilla. Also includes the shares which may be acquired upon the
exercise of outstanding share options as described above.
(10) Does not include common shares allocated to the executive and held in
the Trust in connection with Executive Incentive Plan as follows: Mr.
Pasquerilla, 61,638 shares; Mr. Stevens, 51,755 shares; Mr. Zucco,
38,714 shares; Mr. Stephenson, 56,360 shares; Mr. Antonazzo, 38,820
shares; and all Trustees and executive officers as a group, 247,287
shares. The executives do not have voting or dispositive power over
such shares.
OTHER BENEFICIAL OWNERS
The following table sets forth information with respect to
each shareholder known to the Company to be the beneficial owner of more than 5%
of the outstanding common shares as of March 31, 2003:
<Table>
<Caption>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ------------------ --------
Crown Investments Trust 5,290,494 (1) 15%
Pasquerilla Plaza
Johnstown, PA 15901
</Table>
- ----------
(1) Includes 2,914,721 common shares (or 9.1% of the outstanding shares)
currently held of record by Crown Investments. Also includes 2,375,773
common shares that Crown Investments has the right to acquire through
the redemption of 8,169,939 and 1,786,459 common limited partnership
interests (the "Partnership Units") that Crown Investments and its
subsidiary, Crown American Investment Company ("CAIC") own in the
Operating Partnership. Under the terms of the Operating Partnership's
partnership agreement, as amended, Crown Investments has the right to
require the Operating Partnership to redeem part or all of Crown
Investments' and CAIC's common Partnership Units. Crown American Realty
Trust, however, may assume the Operating Partnership's obligation to
redeem the common Partnership Units, and Crown American Realty Trust
may elect to redeem the common Partnership Units with its common shares
or by paying the cash equivalent value of its common shares. Crown
American Realty Trust, however, may not pay for such redemption with
its common shares if Crown Investments would beneficially own more than
16.0% of the outstanding common shares of the Company. Conversely,
Crown Investments may require the Company to assume the obligation to
pay for such redemption with its common shares to the extent that Crown
Investments owns less than 16.0% of the outstanding common shares of
the Company. The redemption right may be exercised by Crown Investments
from time to time (although only once during any calendar year), in
whole or in part, subject to the limitation that in any calendar year
the redemption right may be exercised only with respect to 20% of (a)
the common Partnership Units held by Crown Investments immediately
after the initial public offering of the common shares plus (b) the
common
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<Page>
Partnership Units, if any, issued to Crown Investments in connection
with the acquisition of certain properties from Crown Investments. For
purposes of determining partnership distributions and redemptions, the
common Partnership Units held by Crown Investments and CAIC are
adjusted by their partner adjustment factors (68.176% and 35.079%,
respectively) (as defined in the Operating Partnership's partnership
agreement). These partner adjustment factors relate to the reduction in
common percentage ownership interests of Crown Investments and CAIC
that occurred in connection with the sale of Oak Ridge Mall and the
amendment of the Support Agreement as further described in Item 13. For
purposes of the 16.0% ownership limitation, Crown Investments is deemed
to own common shares held by certain affiliates and related parties. As
of March 31, 2003, Crown Investments would be deemed to own 221,144
additional common shares for these purposes. Crown Investments has sole
voting power and sole investment power over all common shares owned by
it. The percent of class was determined by dividing the number of
common shares beneficially owned by the number of common shares
outstanding, treating the common shares which may be acquired by Crown
Investments as outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company conducts all of its business activities, and owns
directly or indirectly all of its properties, through the Operating Partnership
and its subsidiaries. As of December 31, 2002, the Company owned 76.29% of the
general common partnership interests and 100% of the preferred partnership
interests in the Operating Partnership, and the remaining 23.71% minority
limited common partnership interests in the Operating Partnership were owned by
Crown Investments and CAIC, and as of March 31, 2003, the Company owned 83.81%
of the general common partnership interests and Crown Investments and CAIC owned
the remaining 16.19% minority limited common partnership interests.
Crown Investments and CAIC are subsidiaries of Crown Holding
Company, which is controlled by Mark E. Pasquerilla, Chairman of the Board of
Trustees, Chief Executive Officer and President of the Company.
Under the partnership agreement of the Operating Partnership,
the Company, as the sole general partner of the Operating Partnership, has full,
exclusive and complete responsibility and discretion in the management and
control of the Operating Partnership. However, Crown Investments has substantial
influence over the management of the Company and the Operating Partnership as a
result of its minority ownership interests in the Company, its ability to redeem
part or all of the common partnership units of the Operating Partnership that
Crown Investments and CAIC own for the Company's common shares and Crown
Investment's ability as a limited partner to approve certain major decisions
relating to the Company and the Operating Partnership. Specifically, as the
general partner of the Operating Partnership, the Company must obtain the prior
consent of Crown Investments in connection with certain major decisions
including any merger or combination of the Company or any transfer or sale of
all or substantially all of the assets of the Operating Partnership.
CROWN RIGHTS
Under the terms of the Operating Partnership's partnership
agreement, as amended, Crown Investments has the right to require the Operating
Partnership to redeem part or all of Crown Investments' and CAIC's common
Partnership Units. Crown American Realty Trust, however, may assume the
Operating Partnership's obligation to redeem the common Partnership Units, and
Crown American Realty Trust may elect to redeem the common Partnership Units
with its common shares or by paying the cash equivalent value of its common
shares. For purposes of determining partnership distributions and redemptions,
the common Partnership Units held by Crown Investments and CAIC are adjusted by
their partner adjustment factors (68.176% and 35.079%, respectively) (as defined
in the Operating Partnership's partnership agreement). Accordingly, each common
Partnership Unit held by Crown Investments would be converted into .68176 common
shares and each common Partnership Unit held by CAIC would be converted into
..35079 common shares, or the cash equivalents of the common shares. Crown
American Realty Trust, however, may not pay for such redemption with its common
shares if Crown Investments would beneficially own more than 16.0% of the
outstanding common shares of the Company. Conversely, Crown Investments may
require the Company to assume the obligation to pay for such redemption with its
common shares to the extent that Crown Investments owns less than 16.0% of the
outstanding common shares of the Company. Crown Investments and its subsidiary
have pledged substantially all their Partnership Units (the "Pledged Units") as
collateral for two loans made by two unrelated third parties. In June 1995 and
in August 1999 the Company filed Registration Statements on Form S-3 with the
SEC relating to the Pledged Units. If at the time of any such permitted exchange
the Registration Statement on Form S-3 is not effective, the Company is
obligated to purchase a specified portion of the Pledged Units. The Company also
has the right to purchase the Pledged Units in lieu of effecting an exchange.
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<Page>
SUPPORT AGREEMENT
In connection with the Company's initial public offering in
August 1993, the Company entered into a cash flow support agreement with Crown
Investments with respect to Mount Berry Square Mall, Martinsburg Mall, Oak Ridge
Mall and Bradley Square Mall (the "Support Agreement"). The Support Agreement
provided that Crown Investments will guarantee, on a quarterly basis up to a
maximum of $1.0 million per quarter, that each of these malls will generate a
stipulated aggregate amount of base rents. The quarterly amounts due under the
Support Agreement are calculated as the difference between the aggregate amount
of actual base rents earned in the quarter at each mall and the stipulated
aggregate amount of base rents. In 1997, the Company amended the Support
Agreement to provide that the quarterly support amounts after 1997 will be
reduced by 2.5% of the gross sales price of any sales of outparcel land that
occur after 1997, which is intended to approximate the base rents that could
have been earned had such outparcel land been leased or developed, rather than
sold. Crown Investments was also obligated to fund any tenant improvement and
leasing costs associated with an initial fixed amount of shortfall space, as
defined. The obligations of Crown Investments under the Support Agreement will
terminate with respect to a mall when that mall equals or exceeds the stipulated
amount of aggregate base rents over four consecutive quarters (as determined by
the Company's Independent Trustees). Mount Berry Square Mall achieved these
amounts in 2001.
Total cash flow support earned by the Company was $3.1
million, $3.1 million, and $2.9 million, for the years ended December 31, 2002,
2001, and 2000, respectively. Earned support payments and funded tenant
improvements under the Support Agreement are accounted for as capital
contributions made by the minority owner in the Operating Partnership. The
Company had a receivable of $0.8 million from Crown Investments at December 31,
2002 related to the Support Agreement.
As discussed below, on March 28, 2003, the Independent
Trustees approved an amendment to the Support Agreement with respect to the sale
of Oak Ridge Mall, which became effective on March 31, 2003.
SALE OF OAK RIDGE MALL TO CROWN INVESTMENTS AND AMENDMENT OF
SUPPORT AGREEMENT
In May 2002 the Company's Board of Trustees approved an
agreement to sell Oak Ridge Mall, located in Oak Ridge, Tennessee, to an
unrelated third party. The purchase agreement with the third party was extended
and amended several times since May 2002 (including a reduction of the purchase
price from $12.0 million to $10.6 million), and a variety of conditions required
for closing with the third party continued to be unsatisfied.
On March 28, 2003 the Company's Independent Trustees approved
the sale of Oak Ridge Mall to Crown Investments for estimated fair value of
$11.4 million, and the sale was completed on March 31, 2003. Crown Investments
paid the $11.4 million purchase price by issuing a promissory note to the
Operating Partnership, and the Operating Partnership subsequently distributed
the promissory note to CAIC (as a minority limited partner of the Operating
Partnership) in a nonliquidating distribution. As a result, CAIC's common
percentage ownership interest in the Operating Partnership was effectively
reduced by an equivalent of 1,159,794 common partnership units. In connection
with the sale, the Company assigned to Crown Investments the existing agreement
to sell Oak Ridge Mall to the third party. Crown Investments will pay to the
Company 90% of the amount, if any, by which the net proceeds received on the
sale of Oak Ridge Mall by Crown Investments to any unrelated third party
concluded before March 31, 2009 exceeds Crown Investments' total investment in
Oak Ridge Mall (which includes $11.4 million, plus the aggregate amount of all
additional investments made by Crown Investments in Oak Ridge plus an 8% return
compounded annually on this sum).
The sale of Oak Ridge resulted in a loss on sale for financial
reporting purposes of approximately $13.7 million which was recorded by the
Company in the first quarter of 2003. The reduction in the minority partner's
percentage ownership interest, valued at $11.4 million, was recorded in
shareholders' equity in the Company's consolidated balance sheet.
In connection with the sale of Oak Ridge Mall to Crown
Investments, the Support Agreement and the Operating Partnership's partnership
agreement were amended. The amendment to the Support Agreement releases Oak
Ridge Mall from Crown Investments' future obligations under the Support
Agreement and reduces the maximum quarterly amount of support payments for the
remaining two properties in the Support Agreement from $1,000,000 to $300,000.
Approximately 81% of the $3.1 million in cash flow support for the year ended
December 31, 2002 related to Oak Ridge Mall.
The amendment to the partnership agreement provides for a
special allocation to Crown Investments of 100 percent of the net tax loss from
the sale of Oak Ridge Mall to the extent of Crown Investments'
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<Page>
obligation under the Support Agreement related to Oak Ridge Mall, and the
remaining tax loss from the sale will be allocated to the partners in accordance
with their ownership interests. It is expected that the tax loss will result in
a significant portion of the Company's common dividends to be paid in 2003 will
be treated as non-taxable return of capital. As a result of the Oak Ridge sale
and the amendments to the Partnership Agreement and the Support Agreement, the
common percentage ownership interests of Crown Investments and CAIC in the
Operating Partnership were reduced as follows:
<Table>
<Caption>
BEFORE AFTER
General and Majority Partner:
Crown American Realty Trust (the Company) 76.31% 83.81%
Limited Minority Partners:
Crown Investments Trust 19.44 14.55
Crown American Investment Company 4.25 1.64
----------------- -----------------
Totals 100.00% 100.00%
================= =================
</Table>
The minority partners' reduction in their ownership interest
in the Operating Partnership has a value of approximately $25.6 million, based
on a $9.84 price per share of the Company's common shares (which was the closing
price for the Company's common shares on March 27, 2003 as reported by The New
York Stock Exchange).
Amounts owed under the Support Agreement for Oak Ridge Mall
from January 1 to March 31, 2003, estimated at approximately $0.67 million, were
paid by Crown Investments to the Operating Partnership, and the Operating
Partnership made a cash distribution to Crown Investments and CAIC with respect
to the reduction of their percentage ownership interests in the Operating
Partnership for the quarter ended March 31, 2003 equal to $0.56 million.
MANAGEMENT AGREEMENTS
The Company managed certain retail properties for Crown
American Enterprises, Inc. ("Crown Enterprises") and its affiliates pursuant to
a management agreement. The Company did not receive any management and leasing
fees for these services for the year ended December 31, 2002. In addition, Crown
Investments, Crown Enterprises, and their affiliates have agreed to pay the
Company sales commissions up to 15% of the net sales price for its services in
selling certain land and other assets owned by these parties. Total commissions
earned were $0.1 million for the year ended December 31, 2002.
CROWN ASSOCIATES LEASE AT PASQUERILLA PLAZA
Approximately 14,600 square feet of Pasquerilla Plaza is
leased to Crown American Associates ("Crown Associates") and an affiliate for
annual base rent of approximately $0.28 million. The rent was determined based
on rental rates being paid by existing third party tenants and on the fact that
Crown Associates' lease includes certain furnishings and equipment and allows
Crown Associates use of certain facilities in the building not available to
other third party tenants. The lease with Crown Associates ends July 31, 2008.
The lease with the affiliate ends March 31, 2009, but the affiliate has the
right to cancel the lease at the end of March 31, 2004. Total rent earned by the
Company for the year ended December 31, 2002, was $0.29 million.
AMOUNTS DUE TO OR FROM CROWN ASSOCIATES AND ITS AFFILIATES
In addition to the above items, the Company allocates a
portion of the costs related to its administration, communications, MIS, legal,
and risk management departments to Crown Associates based on estimated usage.
These allocated costs aggregated $0.7 million for the year ended December 31,
2002. Conversely, Crown Associates and its affiliates charge the Company for use
of their travel, hotel and dining services. Such costs totaled $0.2 million in
2002. There were no amounts due to or from Crown Associates and its affiliates
at December 31, 2002 as a result of the above transactions.
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<Page>
PART IV
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this Amendment No. 1,
the Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic filings with the
Securities and Exchange Commission.
There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of such evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The Company is also amending the Exhibit Index in Item 15(c)
to include the certifications required by 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as Exhibit 99.2, an
employment agreement with Mr. Antonazzo, as further described in Item 11 and
certain agreements related to the sale of its Oak Ridge Mall on March 31, 2003,
which is further described in Item 13, each of which is being filed as an
exhibit to this Amendment No. 1.
(C) EXHIBITS
<Table>
10.2(h) Seventh Amendment to Amended and Restated Agreement of Limited
Partnership of Crown American Properties, L.P.(o)
10.5 Real Estate Management Agreements between the Operating Partnership
and the following entities:
(p) Crown Investments Trust (o)
10.11(c) Third Amendment to the Amended and Restated Cash Flow Support
Agreement dated March 31, 2003 (o)
10.23 Purchase and Sale Agreement dated March 31, 2003 by and between
Crown American Properties, L.P. and Crown Investments Trust (o)
10.24 Employment agreement dated as of September 20, 1999, by and between
Crown American Properties, L.P. and Nicholas O. Antonazzo (o) #
23 Consent of Ernst & Young LLP (o)
99.2 Certification of CEO and CFO Pursuant to 18 U.S.C.ss.1350, as adopted
Pursuant toss.906 of the Sarbanes-Oxley Act of 2002 (o)
</Table>
(o) Filed herewith
# Indicates management contract or compensatory plan or arrangement.
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<Page>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CROWN AMERICAN REALTY TRUST
By: /s/ MARK E. PASQUERILLA
------------------------
Mark E. Pasquerilla
Chief Executive Officer & President
Date: April 22, 2003
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<Page>
CERTIFICATION
I, Mark E. Pasquerilla, certify that:
1. I have reviewed this Amendment No. 1 on Form 10-K/A ("Amendment No. 1")of
Crown American Realty Trust.
2. Based on my knowledge, this Amendment No. 1 does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Amendment
No. 1;
3. Based on my knowledge, the financial statements, and other financial
information included in this Amendment No. 1, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Amendment No. 1;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Amendment No. 1 is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Amendment No. 1 (the "Evaluation Date"); and
(c) presented in this Amendment No. 1 our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
Amendment No. 1 whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 22, 2003
/s/ MARK E. PASQUERILLA
- ------------------------------
Name: Mark E. Pasquerilla
Title: Chief Executive Officer
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<Page>
CERTIFICATION
I, Terry L. Stevens, certify that:
1. I have reviewed this Amendment No. 1 on Form 10-K/A of Crown American Realty
Trust.
2. Based on my knowledge, this Amendment No. 1 does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Amendment
No. 1;
3. Based on my knowledge, the financial statements, and other financial
information included in this Amendment No. 1, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Amendment No. 1;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Amendment No. 1 is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Amendment No. 1 (the "Evaluation Date"); and
(c) presented in this Amendment No. 1 our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
Amendment No. 1 whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 22, 2003
/s/ TERRY L. STEVENS
- ------------------------------------
Name: Terry L. Stevens
Title: Chief Financial Officer
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