-----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, Cq+7yZCOj0zuNkCVUU5GhuOnJ//wPuMiGdMRj4ArfFB9zkwIzohGX/ZY+OH9r9Hv Wk4bOI5hSKGRE426ieB5rg== 0000893220-03-001602.txt : 20030926 0000893220-03-001602.hdr.sgml : 20030926 20030926161613 ACCESSION NUMBER: 0000893220-03-001602 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAIT INVESTMENT TRUST CENTRAL INDEX KEY: 0001045425 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232919819 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14760 FILM NUMBER: 03912757 BUSINESS ADDRESS: STREET 1: 1818 MARKET ST STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155465119 MAIL ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 6TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE ASSET INVESTMENT TRUST DATE OF NAME CHANGE: 19970904 11-K 1 w89882e11vk.txt RAIT INVESTMENT TRUST 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to COMMISSION FILE NUMBER 1-14760 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Title: RAIT Investment Trust 401(k) Profit Sharing Plan Address: See Below B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Name: RAIT Investment Trust Address: c/o RAIT Partnership, L.P. 1818 Market Street, 28th Floor Philadelphia, PA 19103 1 REQUIRED INFORMATION FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS RAIT INVESTMENT TRUST 401(K) PROFIT SHARING PLAN DECEMBER 31, 2002 AND 2001 C O N T E N T S
Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3 FINANCIAL STATEMENTS STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS 4 STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS 5 NOTES TO FINANCIAL STATEMENTS 6 SUPPLEMENTAL INFORMATION SCHEDULE H, PART 4i - FORM 5500 - ASSETS HELD FOR INVESTMENT PURPOSES 12 SCHEDULE H, PART 4j - FORM 5500 - REPORTABLE (5%) TRANSACTIONS 13 SCHEDULE I, PART II 4a - FORM 5500 - NONEXEMPT TRANSACTIONS 14
2 Report of Independent Certified Public Accountants Plan Administrator and Participants of the RAIT Investment Trust 401(k) Profit Sharing Plan We have audited the accompanying statements of assets available for plan benefits of the RAIT Investment Trust 401(k) Profit Sharing Plan (the Plan) as of December 31, 2002 and 2001, and the related statement of changes in assets available for plan benefits for the year ended December 31, 2002. These financial statements and the supplemental schedules referred to below are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Plan as of December 31, 2002 and 2001, and the changes in its assets available for plan benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying index are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ GRANT THORNTON LLP Philadelphia, Pennsylvania June 27, 2003 3 RAIT Investment Trust 401(k) Profit Sharing Plan STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS December 31,
ASSETS 2002 2001 ---- ---- Investments at fair value Mutual funds Fidelity Advisor Equity Growth Fund $ 45,265 $ 20,869 Fidelity Advisor Balanced Fund 27,650 3,882 Fidelity Advisor Growth and Income Fund 23,013 3,185 Fidelity Advisor Growth Opportunities Fund 19,371 15,585 Fidelity Advisor Mid Cap Fund 31,549 17,333 Fidelity Advisor Value Strategies Fund 15,854 5,975 Common stock 591,568 304,700 -------- -------- Total investments 754,270 371,529 -------- -------- Cash and cash equivalents 16,545 16,657 Loans to participants 25,911 305 -------- -------- Net assets available for plan benefits $796,726 $388,491 ======== ========
The accompanying notes are an integral part of these financial statements. 4 RAIT Investment Trust 401(k) Profit Sharing Plan STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS Year ended December 31, 2002 ADDITIONS Investment income Interest and dividends $ 56,562 Net depreciation in fair value of mutual fund (35,857) Net appreciation in fair value of common stock 104,664 --------- 125,369 Contributions Employer 80,464 Employee 131,860 Rollovers 71,752 --------- 284,076 Total additions 409,445 --------- DEDUCTIONS Benefits paid to participants 1,210 --------- Total deductions 1,210 --------- Net increase 408,235 ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 388,491 --------- ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 796,726 =========
The accompanying notes are an integral part of these financial statements. 5 RAIT Investment Trust 401(k) Profit Sharing Plan NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 NOTE A - DESCRIPTION OF PLAN The following description of the RAIT Investment Trust (the Company) 401(k) Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. 1. General The Plan is a defined contribution plan, established by RAIT Investment Trust (Sponsor and Plan Administrator), covering all salaried employees of the RAIT who are 21 years of age or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All Plan administrative expenses are paid by the Sponsor. 2. Contributions Each year, participants may elect to make contributions through payroll deductions of their weekly salary up to the maximum percentage of compensation and dollar amounts permissible under the Internal Revenue Code, $11,000 for 2002. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants may direct their investment of their contributions into various investment options offered by the Plan. The Plan currently offers six mutual funds and Company common stock as investment options for participants. The Company contributes 75 percent of base compensation that a participant contributes to the Plan. The matching Company contribution is invested directly in Company common stock. 3. Participants' Accounts Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution and (b) Plan earnings. Allocations are elected by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 4. Vesting Participants are fully vested in their self-directed participant accounts. Participants are vested in the employer match portion over a six-year period if they are credited with the completion of 1,000 hours of service during the Plan year. For the Plan year-end December 31, 2002, the vesting schedule is as follows: -0-% vested at 1 year, 20% vested at 2 years, 40% vested at 3 years, 60% vested at 4 years, 80% vested at 5 years, and 100% vested at 6 years. Subsequent to year-end, the Trustees of the Plan amended the vesting schedule. The new vesting schedule effective May 1, 2003 is as follows: 20% vested at 1 year, 40% vested at 2 years, 60% vested at 3 years, 80% vested at 4 years, and 100% vested at 5 years. (Continued) 6 RAIT Investment Trust 401(k) Profit Sharing Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2002 and 2001 NOTE A - DESCRIPTION OF PLAN - Continued 5. Loan Provisions A participant may borrow up to 50% of the balance in his or her account, with a minimum of $1,000 and a maximum of $50,000. The loans are secured by the balance in the participant's account and bear interest at a rate that provides a rate of return commensurate with the interest rate that would be made under similar circumstances to the borrower. Participants may choose to repay the loan in one to five years through payroll deductions. 6. Payment of Benefits On termination of services due to death, disability, retirement, or termination for other than those reasons, a participant will receive a lump-sum amount equal to the value of the participant's vested interest in his or her account. 7. Forfeited Accounts At December 31, 2002, the forfeited nonvested accounts totaled $5,508. These amounts will be used to reduce future employer contributions. Also, during 2002, employer contributions were reduced by $18,431 from forfeited nonvested accounts. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING AND ADMINISTRATIVE POLICIES 1. Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters, eliminated the previous requirement for a defined contribution plan to disclose participant-directed investment programs as a separate fund, either in columnar form in the financial statements or in the related disclosures. This SOP is effective for financial statements for plan years ending after December 15, 1999, and was adopted by the Plan effective January 1, 2001. 2. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in those statements and accompanying notes. Actual results may differ from such estimates. (Continued) 7 RAIT Investment Trust 401(k) Profit Sharing Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2002 and 2001 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING AND ADMINISTRATIVE POLICIES - Continued 3. Investments The trust established under the Plan is administered through participation in the RAIT Investment Trust (the Trust) 401(k) Profit Sharing Plan. The Trust is a tax-exempt trust registered as an open-end management investment company. The Plan's investments are stated at fair value. Quoted market prices are used to value investments in common stock. Mutual funds are valued at the net asset value of units held by the plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. 4. Payment of Benefits Benefits are recorded when paid. 5. Plan Termination The Sponsor intends to continue the Plan indefinitely. Upon termination of the Plan, or upon complete discontinuance of contributions, the participant will immediately become 100% vested in the value of the participant's account, regardless of the Plan's current vesting schedule. NOTE C - INVESTMENTS The following investment vehicles are available to the participants: Fidelity Advisor Equity Growth Fund - Seeks to achieve capital appreciation through investments in domestic and foreign companies that are believed to have an above average growth potential. The fund normally holds at least 65% of its total holding in common stock. Fidelity Advisor Balanced Fund - Seeks to achieve both income and capital growth through investments in domestic and foreign companies with emphasis on above-average income-producing securities that tend to have more value than growth characteristics. The fund typically holds approximately 60% of its total holdings in stock and other equity securities and at least 25% of its total holdings in fixed-income senior securities, typically debt securities and preferred stock. The remainder is invested in bond and other debt securities that include lower-quality debt securities. Fidelity Advisor Growth and Income Fund - Seeks a high total return through investments in domestic and foreign companies that currently pay common stock dividends and show potential for capital appreciation. The fund also potentially invests in lower-quality debt securities and common stock that does not currently pay dividends to seek a higher capital return. Fidelity Advisor Growth Opportunities Fund - Seeks long-term capital growth through investments in domestic and foreign companies primarily in common stock. (Continued) 8 RAIT Investment Trust 401(k) Profit Sharing Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2002 and 2001 NOTE C - INVESTMENTS - Continued Fidelity Advisor Mid Cap Fund - Seeks long-term capital appreciation through investments in common stock of domestic and foreign companies with medium market capitalization. The fund typically holds at least 65% of its total funds in these types of securities. Fidelity Advisor Value Strategies Fund - Seeks capital appreciation through investments in common stock of domestic and foreign companies that the fund managers believe are undervalued in the marketplace. The fund typically invests in medium-sized companies, but will also invest in larger and smaller companies. RAIT Investment Trust Common Stock - The Company is a real estate investment trust (REIT) that makes investments in real estate primarily by making real estate loans, acquiring real estate loans, and acquiring interests in real estate. The stock is traded on the New York Stock Exchange (NYSE). The Trust holds the assets of the above accounts. Investments in Mutual Funds Managed by the Trust Changes in the units of beneficial interest of the mutual funds held by the Trust in which the Plan participated from January 1, 2002 to December 31, 2002, were as follows:
Mutual funds ------------------------------- Unit Fair Units value value ----- ----- ----- Fidelity Advisor Equity Growth Fund Beginning 425 $48.69 $20,869 Ending 1,337 33.77 45,265 ------- ------ ------- Net increase (decrease) 912 $(14.92) $24,396 ======= ====== ======= Fidelity Advisor Balanced Fund Beginning 249 $15.53 $ 3,882 Ending 2,001 13.79 27,650 ------- ------ ------- Net increase (decrease) 1,752 $(1.74) $23,768 ======= ====== ======= Fidelity Advisor Growth and Income Fund Beginning 195 $16.17 $ 3,185 Ending 1,759 13.04 23,013 ------- ------ ------- Net increase (decrease) 1,564 $(3.13) $19,828 ======= ====== =======
(Continued) 9 RAIT Investment Trust 401(k) Profit Sharing Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2002 and 2001 NOTE C - INVESTMENTS - Continued
Mutual funds ------------------------------- Unit Fair Units value value ----- ----- ----- Fidelity Advisor Growth Opportunities Fund Beginning 540 $28.76 $15,585 Ending 872 22.19 19,371 ------- ------ ------- Net increase 332 $ 6.57 $ 3,786 ======= ====== ======= Fidelity Advisor Mid Cap Fund Beginning 901 $19.18 $17,333 Ending 2,020 15.59 31,549 ------- ------ ------- Net increase (decrease) 1,119 $(3.59) $14,216 ======= ====== ======= Fidelity Advisor Value Strategies Fund Beginning 221 $26.88 $ 5,975 Ending 799 19.77 15,854 ------- ------ ------- Net increase (decrease) 578 $(7.11) $ 9,879 ======= ====== =======
The fair value of individual investments that represent 5% or more of the Plan's total net assets as of December 31, 2002 and 2001, is as follows:
2002 2001 -------- -------- RAIT Investment Trust Common Stock $591,568 $304,700 Fidelity Advisor Equity Growth Fund 45,265 20,869
NOTE D - RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by RAIT Investment Trust 401(k) Profit Sharing Plan. RAIT Investment Trust is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. In addition, certain Plan investments are shares of Company common stock. The Company is the Plan Sponsor, and therefore, these transactions qualify as party-in-interest transactions. Investments include 27,386 and 18,688 shares of the Company's stock valued at $591,568 and $304,700 as of December 31, 2002 and 2001, respectively. NOTE E - TAX STATUS The Plan received a favorable determination letter from the Internal Revenue Service dated May 1, 2003, indicating the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 and, therefore, the trust is tax exempt under Section 501(a) of the Code. The Plan has not been amended since the date of the determination letter. 10 SUPPLEMENTAL INFORMATION 11 RAIT Investment Trust 401(k) Profit Sharing Plan EIN 23-2919819 Plan No. 001 SCHEDULE H, PART 4i - FORM 5500 - ASSETS HELD FOR INVESTMENT PURPOSES December 31, 2002
(c) Description of investment, including maturity date, rate of (b) Identity of issuer, borrower, lessor interest, collateral, (a) or similar party par or maturity value (d) Current value --- ----------------- --------------------- ----------------- Common Stock ------------ * RAIT Investment Trust 27,386 shares $ 591,568 ---------- Total common stock 591,568 ---------- Mutual Funds ------------ Fidelity Advisor Equity Growth Fund 1,337 units 45,265 Fidelity Advisor Balanced Fund 2,001 units 27,650 Fidelity Advisor Growth and Income Fund 1,759 units 23,013 Fidelity Advisor Growth Opportunities Fund 872 units 19,371 Fidelity Advisor Mid Cap Fund 2,020 units 31,549 Fidelity Advisor Value Strategies Fund 799 units 15,854 ---------- Total mutual funds 162,702 ---------- Total investments $ 754,270 ==========
* Related party-in-interest The accompanying notes are an integral part of these statements 12 RAIT Investment Trust 401(k) Profit Sharing Plan EIN 23-2919819 Plan No. 001 SCHEDULE H, PART 4j - FORM 5500 - REPORTABLE (5%) TRANSACTIONS Year ended December 31, 2002
(f) (h) Current Expense value of (i) Net incurred asset on gain (a) Identity of party (b) Description of (c) Purchase (d) Selling (e) Lease with (g) Cost transaction or involved asset price price rental transaction of asset date (loss) -------- ----- ----- ----- ------ ----------- -------- ---- ------ Category (ii) - series of transactions RAIT Investment Trust RAIT Investment Trust 401(k) Profit Sharing Common Stock (6 Plan purchases) $ 98,895 $ - $ - $ - $ 98,895 $ 98,895 $ -
There were no category (i), (iii) or (iv) reportable transactions during the Plan year. The accompanying notes are an integral part of these statements. 13 RAIT Investment Trust 401(k) Profit Sharing Plan EIN 23-2919819 Plan No. 001 SCHEDULE I, PART II 4a - FORM 5500 - NONEXEMPT TRANSACTIONS Year ended December 31, 2002
(c) Description of transactions (b) Relationship including maturity to plan, date, rate of employer, or interest, (a) Identity other collateral, (e) (g) Expense of party party-in- par or maturity (d) Purchase Selling (f) Lease incurred with (h) Cost involved interest value price price rental transaction(*) of asset -------- -------- ----- ----- ----- ------ -------------- -------- RAIT Investment Plan sponsor and Failure to $ 52,376 $ - $ - $ 35 $52,376 Trust administrator transmit to the plan any participant contributions within the time prescribed (8 day periods)
(i) Current value of asset on (j) Net transaction gain or date (loss)(*) ---- --------- $ 52,376 $ -
(*) RAIT Investment Trust has filed the appropriate Form 5330 to calculate the Section 4975 tax on prohibited transactions, and has also paid the costs of the excise tax. There were no category (i), (ii), (iii) or (iv) reportable transactions during the Plan year. The accompanying notes are an integral part of these statements. 14 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. RAIT INVESTMENT TRUST 401(k) PROFIT SHARING PLAN By: /s/ Ellen J. DiStefano Date: September 22, 2003 ---------------------- ELLEN S. DISTEFANO, as trustee of the RAIT Investment Trust 401(k) Profit Sharing Plan By: /s/ Jonathan Z. Cohen Date: September 22, 2003 --------------------- JONATHAN Z. COHEN, as trustee of the RAIT Investment Trust 401(k) Profit Sharing Plan 15 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 23 Consent of Grant Thornton LLP. 32.1 Section 1350 Certification by the Chief Executive Officer of RAIT Investment Trust, which is the administrator of the RAIT Investment Trust 401(k) Profit Sharing Plan. 32.2 Section 1350 Certification by the Chief Financial Officer of RAIT Investment Trust, which is the administrator of the RAIT Investment Trust 401(k) Profit Sharing Plan. 16 EX-23 3 w89882exv23.txt CONSENT OF GRANT THORNTON LLP EXHIBIT 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated June 27, 2003 accompanying the financial statements and supplemental information of RAIT Investment Trust 401(k) Profit Sharing Plan on Form 11-K for the year ended December 31, 2002 Registration Statement and Prospectus. We hereby consent to the incorporation of said report in the Registration Statement of RAIT Investment Trust and Subsidiaries on Form S-8 (File No. 333-109158, effective September 26, 2003). /s/ GRANT THORNTON LLP Philadelphia, Pennsylvania September 26, 2003 EX-32.1 4 w89882exv32w1.txt CERTIFICATION BY THE CEO OF RAIT INVESTMENT TRUST EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the RAIT Investment Trust 401(k) Profit Sharing Plan (the "Plan") on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Betsy Z. Cohen, Chief Executive Officer of RAIT Investment Trust, which is the administrator of the Plan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. /s/ Betsy Z. Cohen -------------------------------- Betsy Z. Cohen Chief Executive Officer September 26, 2003 EX-32.2 5 w89882exv32w2.txt CERTIFICATION OF CFO OF RAIT INVESTMENT TRUST EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the RAIT Investment Trust 401(k) Profit Sharing Plan (the "Plan") on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ellen J. DiStefano, Chief Financial Officer of RAIT Investment Trust, which is the administrator of the Plan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. /s/ Ellen J. DiStefano ------------------------ Ellen J. DiStefano Chief Financial Officer September 26, 2003 -----END PRIVACY-ENHANCED MESSAGE-----