-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G4Aze32sekHAfmFmPE69ZlZ7L/jJ+0MRgGMffRLDAzz2yhAJkIrYNJBIiQQqBTvs /h3vAmeWmpBxkdPU2aavPg== 0000950109-01-503453.txt : 20010913 0000950109-01-503453.hdr.sgml : 20010913 ACCESSION NUMBER: 0000950109-01-503453 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20010912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMMERCE FINANCIAL CORP CENTRAL INDEX KEY: 0000101844 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620784645 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16607 FILM NUMBER: 1735605 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 BUSINESS PHONE: 9014156416 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMMERCE BANCORPORATION DATE OF NAME CHANGE: 19950822 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TENNESSEE BANCSHARES CORP DATE OF NAME CHANGE: 19780820 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TENNESSEE BANSHARES CORP DATE OF NAME CHANGE: 19780525 10-Q/A 1 d10qa.txt FORM 10-Q/A PERIOD ENDING MARCH 31, 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 Commission file number 0-6094 ------- NATIONAL COMMERCE BANCORPORATION -------------------------------- (Exact name of registrant as specified in its charter) Tennessee 62-0784645 --------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Commerce Square Memphis, Tennessee 38150 ------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code - (901)523-3434 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 and 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $2 par value -- 108,071,836 shares as of May 1, 2000 PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements -------------------- NATIONAL COMMERCE BANCORPORATION Consolidated Balance Sheets -------------------------------- (In Thousands)
March 31 Dec. 31 2000 1999 ---------- ---------- (unaudited) ASSETS Cash and cash equivalents: Interest-bearing deposits with other banks $ 32,784 $ 21,156 Cash and non-interest bearing deposits 190,375 179,082 Federal funds sold and securities purchased under agreements to resell 80,999 61,058 ---------- ---------- Total cash and cash equivalents 304,158 261,296 ---------- ---------- Securities: Available-for-sale 624,389 553,928 Held-to-maturity 1,907,970 1,759,383 ---------- ---------- Total securities 2,532,359 2,313,311 ---------- ---------- Trading account securities 28,754 30,294 Loans, net of unearned discounts 4,066,030 3,985,789 Less allowance for loan losses 59,090 59,597 ---------- ---------- Net loans 4,006,940 3,926,192 ---------- ---------- Premises and equipment, net 47,093 47,830 Goodwill and core deposit intangible 129,464 122,512 Broker/dealer customer receivables 29,381 25,047 Other assets 181,673 187,304 ---------- ---------- Total assets $7,259,822 $6,913,786 ========== ========== See notes to consolidated financial statements. LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Non-interest bearing deposits $ 458,744 $ 454,146 Interest-bearing deposits 4,137,397 4,041,754 ---------- ---------- Total deposits 4,596,141 4,495,900 Short-term borrowings 805,837 883,038 Accounts payable and accrued liabilities 111,808 114,991 Federal Home Loan Bank advances 1,035,635 714,335 Long-term debt 6,372 6,372 ---------- ---------- Total liabilities 6,555,793 6,214,636 ---------- ---------- Capital trust pass-through securities 49,912 49,909 Stockholders' equity: Common stock 216,212 216,446 Additional paid-in capital 235,088 240,208 Retained earnings 209,388 196,755 Accumulated other comprehensive loss (6,571) (4,168) ---------- ---------- Total stockholders' equity 654,117 649,241 ---------- ---------- Total liabilities and stockholders' equity $7,259,822 $6,913,786 ========== ==========
See notes to consolidated financial statements. 2 NATIONAL COMMERCE BANCORPORATION Consolidated Statements of Income (Unaudited) (In Thousands, Except per Share Data)
For the three months ended March 31 -------------------------------- 2000 1999 ---------- ---------- Interest income: Loans $ 87,876 $ 67,284 Securities: Taxable 40,087 32,169 Non-taxable 1,715 2,975 Trading account securities 476 649 Deposits at banks 99 247 Other 2,169 794 ---------- ---------- Total interest income 132,422 104,118 ---------- ---------- Interest expense: Deposits 46,512 34,554 Federal Home Loan Bank advances 12,050 8,967 Long-term debt 92 90 Federal funds purchased and securities sold under agreements to repurchase 12,367 7,913 ---------- ---------- Total interest expense 71,021 51,524 ---------- ---------- Net interest income 61,401 52,594 Provision for loan losses 2,177 2,379 ---------- ---------- Net interest income after provision for loan losses 59,224 50,215 ---------- ---------- Other income: Trust service income 2,350 2,065 Service charges on deposits 7,542 4,635 Other service charges and fees 5,012 4,714 Broker/dealer revenue 4,739 5,431 Securities gains 1 1 Other 4,300 3,138 ---------- ---------- Total other income 23,944 19,984 ---------- ---------- Other expenses: Salaries and employee benefits 20,906 20,553 Occupancy expense 3,572 3,196 Furniture and equipment expense 1,766 1,565 Amortization of goodwill and core deposit intangibles 2,828 1,403 Loss on interest rate swaps 4,765 - Other 14,039 10,279 ---------- ---------- Total other expenses 47,876 36,996 ---------- ---------- Income before income taxes 35,292 33,203 Income taxes 11,300 11,065 ---------- ---------- Net income $ 23,992 $ 22,138 ========== ========== Net income per share - basic $ .22 $ .22 Net income per share - diluted $ .22 $ .21 Dividends per share of common stock $ .105 $ .09
See notes to consolidated financial statements. 3 NATIONAL COMMERCE BANCORPORATION Consolidated Statements of Cash Flows ------------------------------------- (In Thousands)
For the Three Months Ended March 31 ----------------------- 2000 1999 ---------- ---------- (Unaudited) Operating activities: Net income $ 23,992 $ 22,138 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation, amortization and accretion, net 5,048 5,824 Provision for loan losses 2,177 2,379 Net loss (gain) on sales of investment securities (1) (1) Net loss (gain) on sales of interest rate swaps 4,765 - Deferred income taxes (3,843) 868 Changes in: Trading account securities 1,540 22,161 Other assets (30,077) (52,324) Other liabilities 19,595 34,700 ---------- ---------- Net cash provided by (used in) operating activities 23,196 35,745 ---------- ---------- Investing activities: Proceeds from the maturities of securities 14,190 102,931 Proceeds from sales of securities 0 167 Purchases of securities (237,026) (306,090) Purchase of premises and equipment (1,177) (7,289) Net originations of loans (82,927) (10,232) ---------- ---------- Net cash provided by (used in) investing activities (306,940) (220,513) ---------- ---------- Financing activities: Net increase (decrease) in deposits 100,241 (3,928) Net increase (decrease) in short-term borrowed funds (77,201) 132,082 Increase (decrease) in long-term debt - 3 Increase (decrease) in Federal Home Loan Bank advances 321,300 46,063 Proceeds from exercise of stock options 1,599 1,619 Other equity transactions, net 699 628 Repurchases of common stock (8,671) (4,645) Cash dividends paid (11,361) (9,128) ---------- ---------- Net cash provided by (used in) financing activities 326,606 162,694 ---------- ---------- Increase (decrease) in cash and cash equivalents 42,862 (22,074) Cash and cash equivalents at beginning of period 261,296 311,850 ---------- ---------- Cash and cash equivalents at end of period $ 304,158 $ 289,776 ========== ==========
See notes to consolidated financial statements. 4 NATIONAL COMMERCE BANCORPORATION -------------------------------- Notes to Consolidated Financial Statements ------------------------------------------ March 31, 2000 ---------------- (Unaudited) --------- Restatement - ----------- As a result of technical violations of pooling of interest rules regarding treasury share repurchases and stock options, the Company is restating the presentation of 9 business combinations as purchases rather than as poolings of interests as previously reported. As a result of the foregoing, the Company's 1998, 1999, and 2000 consolidated financial statements have been restated. Management believes that the Company's consolidated financial statements, as restated, include all adjustments necessary for a fair presentation of the Company's financial position as of December 31, 1999 and March 31, 2000 and its results of operations for the three month periods ended March 31, 1999 and 2000. For the three month period ended March 31, 2000, restated net income equals $23,992,000 or $.22 diluted earnings per share versus originally reported net income of $26,162,000 or $.24 diluted earnings per share. For the three month period ended March 31, 1999 restated net income equals $22,138,000, or $.21 diluted earnings per share versus originally reported net income of $24,889,000, or $.23 diluted earnings per share. Note A - Basis of Presentation - ------------------------------ The consolidated balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting only of normally recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The statements should be read in conjunction with the summary of accounting policies included in the Registrant's annual report for the year ended December 31, 1999. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the rules of the Securities and Exchange Commission. Note B - Segment Information - ---------------------------- The Company considers itself to operate two principal lines: traditional banking and financial enterprises. The traditional banking segment includes sales and distribution of financial products and services to individuals. These products and services included loan products such as residential mortgages, home equity lending, automobile and other personal financing needs. Traditional banking also offers various deposit products that are designed for customers' saving and transaction needs. The traditional banking segment also includes lending and related financial services provided to large and medium-sized corporations. Included among these services are several specialty services such as real estate finance, asset based lending and residential construction lending. Traditional banking also includes management of the investment portfolio and non-deposit based funding. The Financial Enterprises segment included trust services and investment management transaction processing, in-store consulting/licensing and institutional broker/dealer activities. The accounting policies of the individual segments are the same as those of the Company described in Note A. Transactions between business segments are conducted at fair value and are eliminated for reporting consolidated financial position and results of operations. There are no significant intersegment revenues. Interest income for tax-exempt loans and securities is adjusted to a taxable equivalent basis. 5 The following tables (in thousands of dollars) present condensed income statements on a fully taxable equivalent basis and average assets for each reportable segment.
Quarter Ended March 31, 2000: Traditional Financial Banking Enterprises Total ----------- ------------ ---------- Net interest margin $ 63,120 $ 2,556 $ 65,676 Provision for loan losses (2,177) - (2,177) ---------- -------- ---------- Net interest income after provision 60,943 2,556 63,499 Non-interest income 9,494 14,450 23,944 Non-interest expense (38,086) (9,790) (47,876) ---------- -------- ---------- Net income before taxes 32,351 7,216 39,567 Income taxes (12,761) (2,814) (15,575) ---------- -------- ---------- Net income $ 19,590 $ 4,402 $ 23,992 ========== ======== ========== Average assets $6,909,432 $373,433 $7,282,865 Quarter Ended March 31, 1999: Traditional Financial Banking Enterprises Total ---------- ----------- ---------- Net interest margin $ 53,215 $ 2,627 $ 55,842 Provision for loan losses (2,379) - (2,379) ---------- -------- ---------- Net interest income after provision 50,836 2,627 53,463 Non-interest income 7,336 12,648 19,984 Non-interest expense (27,894) (9,102) (36,996) ---------- -------- ---------- Net income before taxes 30,278 6,173 36,451 Income taxes (11,712) (2,601) (14,313) ---------- -------- ---------- Net income $ 18,566 $ 3,572 $ 22,138 ========== ======== ========== Average assets $5,591,539 $336,202 $5,927,741
Note C - Earnings Per Share - --------------------------- The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31 ------------------ In Thousands, Except Per Share Data 2000 1999 ---- ---- Numerator: Net income $ 23,992 $ 22,138 ======== ======== Denominator: Denominator for basic earnings per share - weighted average shares 108,277 101,394 Dilutive potential common shares - Employee stock options 1,460 2,030 -------- -------- Denominator for diluted earnings per share - adjusted weighted average and assumed conversions 109,737 103,424 ======== ======== Basic earnings per share $ .22 $ .22 Diluted earnings per share $ .22 $ .21 Note D - Comprehensive Income - ----------------------------- During the first quarter of 2000 and 1999, total comprehensive income amounted to $21,590,000 and $20,710,000, respectively. Note E - Pending Acquisitions - ----------------------------- On March 20, 2000, the Company and CCB Financial Corporation announced a definitive merger of equals agreement. The transaction will be accounted for using the purchase method of accounting for business combinations. The combined company, which will retain the name National Commerce Bancorporation, will be headquartered in Memphis, Tennessee, with its operations headquarters in Durham, North Carolina. The combined company will have assets of approximately $15 billion. The merger, which has been unanimously approved by the boards of directors of both companies, is conditioned upon standard regulatory and shareholder approvals and is expected to close in the third quarter of 2000. The Company completed its acquisition of Piedmont Bancorp., Inc., the holding company of Hillsborough Savings Bank, Inc. SSB during April 2000. Hillsborough Savings Bank is a $147 million-asset bank. This transaction also will be accounted for using the purchase method of accounting for business combinations. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ----------------------------------------------------------------------- The purpose of this discussion is to focus on important factors affecting the Company's financial condition and results of operations. Reference should be made to the consolidated financial statements (including the notes thereto) for an understanding of the following discussion and analysis. In this discussion, net interest income and net interest margin are presented on a fully taxable equivalent basis. All per share data is adjusted to reflect all stock dividends and stock splits declared. The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by or on behalf of the Company. All statements in this Report on Form 10-Q/A that are not historical facts or that express expectations and projections with respect to future matters are "forward-looking statements" for the purpose of the safe harbor provided by the Act. The Company cautions readers that such "forward-looking statements," including, without limitation, those relating to future business initiatives and prospects, revenues, working capital, liquidity, capital needs, interest costs and income, and "Year 2000" remediation efforts, wherever they occur in this document or in other statements attributable to the Company, are necessarily estimates reflecting the best judgment of the Company's senior management. Such statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the "forward-looking statements." Such "forward-looking statements" should, therefore be considered in light of various important factors, including those set forth in this document. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include significant fluctuations in interest rates, inflation, economic recession, significant changes in the federal and state legal and regulatory environment, significant underperformance in the Company's portfolio of outstanding loans, and competition in the Company's markets. Other factors set forth from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission should also be considered. The Company undertakes no obligation to update or revise forward-looking statements to reflect 7 changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. Financial Condition - ------------------- Following is a comparison of the March 31, 2000 and December 31, 1999 consolidated balance sheets. In the asset section, total loans, net of unearned discounts increased by $80.2 million or 2.0% compared to December 31, 1999 levels. Commercial loans decreased by $9.8 million or 1.4%. Real estate construction loans increased by $18.2 million or 6.4% reflecting current demand. Real estate mortgage loans increased by $67 million or 4.1% and consumer loans increased $3.2 million or .2%. Securities increased by $219 million or 9.5% from year-end 1999. Securities held to maturity increased by $149 million or 8.4%, and securities available for sale increased $70 million or 12.7%, reflecting current portfolio investment strategies, and current market conditions. Federal funds sold and securities purchased under agreements to resell increased by $19.9 million or 32.7% from December 31, 1999 levels, reflecting excess funds that otherwise were not employed in loans or securities at March 31, 2000. Trading account securities decreased by $1.5 million or 5.1% from year-end 1999 levels. This increase reflects the trading activity generated by NBC Capital Markets Group, Inc., the Company's broker/dealer subsidiary, which fluctuates from time to time. Broker/dealer customer receivables increased $4.3 million or 17.3%. In the liability section, total deposits increased by $100.2 million or 2.2%, principally as a result of a $111.2 million or an 8.3% increase to certificates of deposit greater than $100,000 and a $19 million or 8.3% increase to certificates of deposit less than $100,000 which were partially offset by a $46.3 million or 4.0% decrease in money market savings accounts. Short-term borrowings decreased $77.2 million or 8.7% from year-end 1999 levels. This category of liabilities fluctuates with the availability of overnight funds purchased from downstream correspondent banks. Federal Home Loan Bank advances increased $321 million or 45.0% from December 31, 1999. This increase is principally the result of asset/liability management decisions related to the current interest rate environment. Results of Operations - --------------------- Three Months Ended March 31, 2000, Compared to Three Months Ended March 31, 1999 - -------------------------------------------------------------------------------- Net income was $23,992,000 for the first quarter of 2000, an 8.4% increase over the $22,138,000 reported for the same period a year earlier. Diluted earnings per share were $.22, compared to $.22 per share in 1999. Basic earnings per share were $.22, compared to $.21 per share in 1999, up 4.8%. Net interest income, the difference between interest earned on loans and investments and interest paid on interest-bearing liabilities, increased by $9,834,000 or 17.6% for the first quarter of 2000. This increase reflects a $29,332,000 or 27.3% increase in total interest income that more than offsets a $19,497,000 or 37.8% increase in interest expense. Interest income increased in 2000 due to an increase of $1,213,799,000 or 22.1% in total average earning assets and an increase in the yield on average earning assets from 7.91% to 8.17%. The increased volume of earning assets raised interest income by approximately $23,677,000, while the increased yield raised interest income by approximately $5,655,000. Interest expense increased in the first quarter of 2000, reflecting an increase in average interest-bearing liabilities of $1,093,753,000 or 22.5%, and an increase in the cost of interest-bearing liabilities from 4.30% to 4.80% caused generally by a rising interest rate environment. The increase in the rate paid on interest-bearing liabilities increased interest expense by approximately $7,900,000 and the increase in average outstandings raised interest expense by 8 approximately $11,597,000. The net interest margin (taxable equivalent net interest income as a percentage of average earning assets) was 3.91% in first quarter 2000, compared to 4.11% in first quarter of 1999. The provision for loan losses in the first quarter of 2000 was $2,177,000, versus $2,379,000 for the first quarter of 1999. Net charge-offs were $2,685,000, or .20% of average loans compared to $2,017,000 or .24% of average loans in 1999. The allowance for loan losses totaled $59,090,000 at March 31, 2000, representing 1.47% of quarter-end net loans compared to $49,484,000 at March 31, 1999, representing 1.54% of quarter-end net loans. Following is a comparison of non-earning assets and loans past due 90 days or more for the quarters ended March 31, 2000, December 31, 1999, and March 31, 1999 (dollars in thousands): 3-31-00 12-31-99 3-31-99 --------- -------- -------- Non-accrual loans $ 1,207 $ 0 $ 182 Renegotiated loans 0 0 0 Other real estate 220 271 1,200 --------- ------ -------- Total non-earning assets $ 1,427 $ 271 $ 1,382 ========= ====== ======== Accruing loans past due 90 days or more $ 5,037 $5,470 $ 4,315 Percentage of total loans .12% .14% .13% Non-interest income, excluding securities transactions, totaled $23,944,000 for the quarter, an increase of $3,960,000, or 19.8%, from last year's first quarter. The Company's broker/dealer revenue decreased $692,000 versus first quarter 1999, reflecting current market conditions. All other sources of non- interest income, including service charge income, trust service income, fuel card processing income, and supermarket sublicense income increased a net of $4,652,000 or 32.0%. Securities gains totaled $1,000 in first quarter 2000, compared to securities gains of $1,000 in 1999. Non-interest expenses (excluding the provision for loan losses) increased by $10,880,000 or 29.4% in first quarter, 2000, primarily reflecting increased employment and other expenses relating to new products and locations and increased promotional expenses of new loan and deposit gathering campaigns. The Company's annualized return on average assets and return on average equity were 1.48% and 16.54% respectively, for first quarter of 2000. These compared with 1999 first quarter returns of 1.49% and 19.29%, respectively. Liquidity and Capital Resources - ------------------------------- Interest-bearing bank balances, federal funds sold, trading account securities, and securities available for sale are the principal sources of short-term asset liquidity. Other sources of short-term liquidity include federal funds purchased and repurchase agreements, credit lines with other banks, and borrowings from the Federal Reserve Bank and the Federal Home Loan Bank. Maturing loans and securities are the principal sources of long-term asset liquidity. Total realized stockholders' equity increased by $7,279,000 from December 31, 1999. Retained earnings accounted for the increase. Through March 31, 2000, 8.9 million shares had been repurchased and cancelled under a stock repurchase program initiated in January, 1996, and extended in December, 1997 and December, 1999. The following capital ratios do not include the effect of FAS No. 115 and FAS No. 133 on Tier I capital, total capital, or total risk-weighted assets. As indicated in the following table, the Company and its banking subsidiaries exceeded all minimum required capital ratios for well-capitalized institutions at March 31, 2000. 3-31-00 ------- Total capital to risk-weighted assets 12.29% Tier I capital to risk-weighted assets 11.04% 9 Tier I capital to assets (leverage ratio) 8.17% Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- No significant changes since December 31, 1999. See Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations." PART II. OTHER INFORMATION - --------------------------- Item 6. Exhibits and Reports on Form 8-K --------------------------------- a. Exhibits 27. Financial Data Schedule b. Reports on Form 8-K A current report on Form 8-K dated March 27, 2000 was filed under Item 5 Other Events discussing the proposed merger with CCB Financial Corporation. Exhibits to the Form 8-K included the 1999 audited financial statements of CCB Financial Corporation and the 1999 unaudited proforma combined condensed financial information as required by Regulation S-X. 10 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 hereunto duly authorized. NATIONAL COMMERCE BANCORPORATION (Registrant) By /s/ Mark A. Wendel -------------------------------------- Mark A. Wendel Senior Vice President and Chief Accounting Officer (Authorized Officer) (Principal Accounting Officer) Date: September 11, 2001 ------------------ 11 -----END PRIVACY-ENHANCED MESSAGE-----