-----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, ME6vQfASKpHvP7Uzh1AvSXUX2a8GfR/INz7Y/BrntHvd3odGFQ1VY9oI8IPar9yX OdC7bswQVxO9B76QWsdSXQ== 0000897101-03-000784.txt : 20030717 0000897101-03-000784.hdr.sgml : 20030717 20030717115654 ACCESSION NUMBER: 0000897101-03-000784 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT NORTHERN IRON ORE PROPERTIES CENTRAL INDEX KEY: 0000043410 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 410788355 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00701 FILM NUMBER: 03790661 BUSINESS ADDRESS: STREET 1: W 1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA ST CITY: SAINT PAUL STATE: MN ZIP: 55101-1361 BUSINESS PHONE: 6122242385 MAIL ADDRESS: STREET 1: W 1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA STREET CITY: ST PAUL STATE: MN ZIP: 55101-1361 10-Q 1 grnorth033021_10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Period Ended JUNE 30, 2003 ------------- Or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Transition Period From ______________ to ______________ Commission file number 1-701 ----- GREAT NORTHERN IRON ORE PROPERTIES - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Minnesota 41-0788355 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) W-1290 First National Bank Building 332 Minnesota Street Saint Paul, Minnesota 55101-1361 - --------------------------------------- ---------------------- (Address of principal executive office) (Zip Code) (651) 224-2385 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes _X_ No ___ Number of shares of beneficial interest outstanding on June 30, 2003: 1,500,000 --------- PART I. FINANCIAL INFORMATION ----------------------------- Item 1. Financial Statements ---------------------------- GREAT NORTHERN IRON ORE PROPERTIES CONDENSED BALANCE SHEETS
June 30 December 31 2003 2002 ----------- ----------- (Unaudited) (Note) ASSETS CURRENT ASSETS Cash and cash equivalents $ 683,251 $ 663,230 United States Treasury securities 4,245,742 4,242,067 Royalties receivable 3,080,123 2,635,883 Prepaid expenses 34,029 2,760 ----------- ----------- TOTAL CURRENT ASSETS 8,043,145 7,543,940 NONCURRENT ASSETS United States Treasury securities 4,267,506 3,760,674 Prepaid pension expense 666,062 708,207 ----------- ----------- 4,933,568 4,468,881 PROPERTIES Mineral lands 38,577,007 38,577,007 Less allowances for depletion and amortization 33,977,665 33,873,565 ----------- ----------- 4,599,342 4,703,442 Building and equipment--at cost, less allowances for accumulated depreciation (6/30/03 - $215,974; 12/31/02 - $197,020) 166,673 157,400 ----------- ----------- 4,766,015 4,860,842 ----------- ----------- $17,742,728 $16,873,663 =========== =========== LIABILITIES AND BENEFICIARIES' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 61,756 $ 85,574 Distributions 2,400,000 2,250,000 ----------- ----------- TOTAL CURRENT LIABILITIES 2,461,756 2,335,574 NONCURRENT LIABILITIES 13,700 13,700 BENEFICIARIES' EQUITY, including certificate holders' equity, represented by 1,500,000 shares of beneficial interest authorized and outstanding, and reversionary interest 15,267,272 14,524,389 ----------- ----------- $17,742,728 $16,873,663 =========== ===========
Note: The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed financial statements. -2- GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended ------------------------------- ----------------------------- June 30 June 30 ----------------------------- ----------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Revenues: Royalties $3,386,968 $2,690,576 $6,295,262 $4,258,476 Interest and other income 147,044 101,230 226,345 253,977 ---------- ---------- ---------- ---------- 3,534,012 2,791,806 6,521,607 4,512,453 Costs and expenses 549,880 456,558 1,128,724 946,885 ---------- ---------- ---------- ---------- NET INCOME $2,984,132 $2,335,248 $5,392,883 $3,565,568 ========== ========== ========== ========== Weighted-average shares outstanding 1,500,000 1,500,000 1,500,000 1,500,000 BASIC & DILUTED EARNINGS PER SHARE $ 1.99 $ 1.56 $ 3.60 $ 2.38 ========== ========== ========== ========== Distributions declared per share $ 1.60(1) $ 1.40(2) $ 3.10(3) $ 2.50(4) Distributions paid per share $ 1.50(5) $ 1.10(6) $ 3.00(7) $ 2.70(8)
(1) $1.60 declared 6/9/2003 payable 7/31/2003 (2) $1.40 declared 6/17/2002 paid 7/31/2002 (3) $1.50 declared 3/14/2003 plus $1.60 declared 6/9/2003 paid 4/30/2003 payable 7/31/2003 (4) $1.10 declared 3/13/2002 plus $1.40 declared 6/17/2002 paid 4/30/2002 paid 7/31/2002 (5) $1.50 declared 3/14/2003 paid 4/30/2003 (6) $1.10 declared 3/13/2002 paid 4/30/2002 (7) $1.50 declared 12/20/2002 plus $1.50 declared 3/14/2003 paid 1/31/2003 paid 4/30/2003 (8) $1.60 declared 12/10/2001 plus $1.10 declared 3/13/2002 paid 1/31/2002 paid 4/30/2002 See notes to condensed financial statements. -3- GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended ----------------------------- June 30 ----------------------------- 2003 2002 ----------- ----------- Cash flows from operating activities: Cash received from royalties and rents $ 5,962,411 $ 4,194,200 Cash paid to suppliers and employees (1,018,612) (894,576) Interest received 154,449 155,183 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,098,248 3,454,807 Cash flows from investing activities: U.S. Treasury securities purchased (2,650,000) (1,175,000) U.S. Treasury securities matured 2,100,000 1,500,000 Net expenditures for equipment (28,227) (9,998) ----------- ----------- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (578,227) 315,002 Cash flows from financing activities: Distributions paid (4,500,000) (4,050,000) ----------- ----------- NET CASH USED IN FINANCING ACTIVITIES (4,500,000) (4,050,000) ----------- ----------- Net increase (decrease) in cash and cash equivalents 20,021 (280,191) Cash and cash equivalents at beginning of year 663,230 759,281 ----------- ----------- CASH AND CASH EQUIVALENTS AT JUNE 30 $ 683,251 $ 479,090 =========== ===========
See notes to condensed financial statements. -4- GREAT NORTHERN IRON ORE PROPERTIES NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Periods of Three and Six Months ended June 30, 2003 and June 30, 2002 Note A - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods stated above are not necessarily indicative of the results that may be expected for each respective full year. For further information, refer to the financial statements and footnotes included in the Great Northern Iron Ore Properties ("Trust") Annual Report on Form 10-K for the year ended December 31, 2002. Note B - BENEFICIARIES' EQUITY Pursuant to the Court Order of November 29, 1982, the Trustees were directed to create and maintain an account designated as "Principal Charges." This account constitutes a first and prior lien between the certificate holders and the reversioner, and reflects an allocation of beneficiaries' equity between the certificate holders and the reversioner. This account is neither an asset nor a liability of the Trust. Rather, this account maintains and represents a balance which will be payable to the certificate holders from the reversioner at the end of the Trust. The balance in this account consists of attorneys' fees and expenses of counsel for adverse parties pursuant to the Court Order in connection with litigation commenced in 1972 relating to the Trustees' powers and duties under the Trust Instrument and the cost of surface lands acquired in accordance with provisions of a lease with United States Steel Corporation, net of an allowance to amortize the cost of the land based on actual shipments of taconite and net of a credit for disposition of tangible assets. Following is an analysis of this account as of June 30, 2003: Attorneys' fees and expenses ................................. $ 1,024,834 Cost of surface lands .................................... 5,703,265 Cumulative shipment credits .................................. -1,112,536 Asset disposition credits ................................. -57,950 ----------- Principal Charges account .................................... $ 5,557,613 =========== Upon termination of the Trust, the Trustees shall either sell tangible assets or obtain a loan with tangible assets as security to provide monies for distribution to the certificate holders in the amount of the Principal Charges account balance. -5- Item 2. Management's Discussion and Analysis of Financial Condition and - ----------------------------------------------------------------------- Results of Operations - --------------------- Periods of Three and Six Months ended June 30, 2003 and June 30, 2002 The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northern Minnesota, most of which are under lease to major iron ore producing companies. Due to the Trustees' election pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust is not subject to federal and Minnesota corporate income taxes. The Trust is now a grantor trust. The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last surviving of eighteen named in the Trust Agreement. The last survivor of these eighteen named in the Trust Agreement died April 6, 1995. According to the terms of the Trust Agreement, the Trust now terminates twenty years from April 6, 1995, that being April 6, 2015. The termination of the Trust on April 6, 2015 means that there will be no trading of the Trust's 1,500,000 certificates of beneficial interest (shares) on the New York Stock Exchange beyond that date. At the end of the Trust, all monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust) shall be distributed ratably among the certificate holders, while all property other than monies shall be conveyed and transferred to the reversioner. In addition, by the terms of a District Court Order dated November 29, 1982, the reversioner, in effect, is required to pay the balance in the Principal Charges account (see Note B above) which primarily represents the costs of acquiring homes and land parcels on the iron formation that are necessary for the orderly mine development by United States Steel Corporation under its 1959 lease with the Trustees. This account balance, which may increase or decrease, will be added to the cash distributable to the certificate holders of record at the termination of the Trust. Results of Operations: ---------------------- Royalties increased $2,036,786 and $696,392 during the six months and three months ended June 30, 2003, respectively, as compared to the same periods in 2002, due mainly to increased taconite production from Trust lands. Interest and other income decreased $27,632 during the six months ended June 30, 2003, as compared to the same period in 2002, due mainly to a reduced yield on our funds held for investment. Interest and other income increased $45,814 during the three months ended June 30, 2003, as compared to the same period in 2002, due mainly to higher timber revenues received. Costs and expenses increased $181,839 and $93,322 during the six months and three months ended June 30, 2003, respectively, as compared to the same periods in 2002. These increases are mainly due to costs associated with the increase in the compensation of the President as authorized by the Judge of District Court (see Part II, Item 1. Legal Proceedings below), higher pension expense caused, in part, by a lower return on pension plan assets and increased shareholder relations expenditures resulting from additional corporate governance requirements. At their meeting held on June 9, 2003, the Trustees declared a second quarter distribution of $1.60 per share, amounting to $2,400,000 payable July 31, 2003 to certificate holders of record at the close of business on June 30, 2003. The Trustees have now declared two quarterly distributions in 2003. The first, in the amount of $1.50 per share, was paid on April 30, 2003 to certificate holders of record on March 31, 2003; and the second, that being the current distribution. The first and second quarter 2002 distributions were $1.10 and $1.40 per share, -6- respectively. The Trustees intend to continue quarterly distributions and set the record date as of the last business day of each quarter. The next distribution will be paid in late October 2003 to certificate holders of record on September 30, 2003. A mining agreement dated January 1, 1959 with United States Steel Corporation provides that one-half of annual earned royalty income, after satisfaction of minimum royalty payments, shall be applied to reimburse the lessee for its cost of acquisition of surface lands overlying the leased mineral deposits, which surface lands are then conveyed to the Trustees. There are surface lands yet to be purchased, the costs of which are yet unknown and will not be known until the actual purchases are made. Liquidity: ---------- In the interest of preservation of principal of Court-approved reserves and guided by the restrictive provisions of Section 646 of the Tax Reform Act of 1986, as amended, monies are invested primarily in U.S. Treasury securities with maturity dates not to exceed three years and, along with cash flows from operations, are deemed adequate to meet currently foreseeable liquidity needs. Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------------------------------------------------------------------- - None Item 4. Controls and Procedures - -------------------------------- Based on their most recent evaluation, that being the end of the period covered by this quarterly report, the Trust's Chief Executive Officer and Chief Financial Officer have concluded that the Trust's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Trust in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Trust's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no significant changes in the Trust's internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION -------------------------- Item 1. Legal Proceedings - ------------------------- At a hearing held on May 14, 2003, in Ramsey County District Court, Saint Paul, Minnesota, the accounts of the Trustees for the year 2002 were approved. In addition, the requested fee increase for the President of the Trustees was granted effective January 1, 2003. Item 2. Changes in Securities and Use of Proceeds - ------------------------------------------------- - None Item 3. Defaults Upon Senior Securities - --------------------------------------- - None Item 4. Submission of Matters to a Vote of Certificate Holders - -------------------------------------------------------------- - None Item 5. Other Information - ------------------------- - None -7- Item 6. Exhibits and Reports on Form 8-K - ---------------------------------------- (a) Exhibits: Exhibit 99(a) - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GREAT NORTHERN IRON ORE PROPERTIES ---------------------------------- (Registrant) Date July 17, 2003 By /s/ Joseph S. Micallef ------------------- ------------------------------------------------- Joseph S. Micallef, President of the Trustees and Chief Executive Officer Date July 17, 2003 By /s/ Thomas A. Janochoski ------------------- ------------------------------------------------- Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer -8- Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ----------------------------------------------------------------------- I, Joseph S. Micallef, President of the Trustees and Chief Executive Officer of Great Northern Iron Ore Properties, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Great Northern Iron Ore Properties; 2. Based on my knowledge, this quarterly report 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, 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 quarterly report; 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 quarterly report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors [or persons performing the equivalent functions]: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date July 17, 2003 By /s/ Joseph S. Micallef ------------------- ------------------------------------------------- Joseph S. Micallef, President of the Trustees and Chief Executive Officer -9- Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ----------------------------------------------------------------------- I, Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer of Great Northern Iron Ore Properties, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Great Northern Iron Ore Properties; 2. Based on my knowledge, this quarterly report 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, 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 quarterly report; 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 quarterly report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors [or persons performing the equivalent functions]: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date July 17, 2003 By /s/ Thomas A. Janochoski ------------------- ------------------------------------------------- Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer -10- EX-99.A 4 grnorth033021_ex99a.txt EXHIBIT 99(a) Exhibit 99(a) - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act ---------------------------------------------------------------- of 2002 ------- In connection with this quarterly report of Great Northern Iron Ore Properties on Form 10-Q filed with the Securities and Exchange Commission, I, Joseph S. Micallef, President of the Trustees and Chief Executive Officer of Great Northern Iron Ore Properties, certify that: 1. This quarterly report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of Great Northern Iron Ore Properties. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Northern Iron Ore Properties and will be retained by Great Northern Iron Ore Properties and furnished to the Securities and Exchange Commission or its staff upon request. Date July 17, 2003 By /s/ Joseph S. Micallef ------------------- ------------------------------------------------- Joseph S. Micallef, President of the Trustees and Chief Executive Officer In connection with this quarterly report of Great Northern Iron Ore Properties on Form 10-Q filed with the Securities and Exchange Commission, I, Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer of Great Northern Iron Ore Properties, certify that: 1. This quarterly report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of Great Northern Iron Ore Properties. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Northern Iron Ore Properties and will be retained by Great Northern Iron Ore Properties and furnished to the Securities and Exchange Commission or its staff upon request. Date July 17, 2003 By /s/ Thomas A. Janochoski ------------------- ------------------------------------------------- Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer 99(a)-1 -----END PRIVACY-ENHANCED MESSAGE-----