-----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, LqiLZJqDKc1/wAae7SJaIgYM3QiJ99PuHOk+HTp8e60OhaKRGdGJ7vR3O7R+dWRh bogWgTKhFigjNjb1KalSQw== 0000057183-01-000009.txt : 20010129 0000057183-01-000009.hdr.sgml : 20010129 ACCESSION NUMBER: 0000057183-01-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01822 FILM NUMBER: 1514758 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2001 LACLEDE GAS COMPANY ________________________________________________________________ (Exact name of registrant as specified in its charter) Missouri 1-1822 43-0368139 ________________________________________________________________ (State or other (Commission (IRS Employer jurisdiction File Identification of Number) No.) incorporation) 720 Olive Street St. Louis, Missouri 63101 ________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 342-0500 ______________ NONE ________________________________________________________________ (Former name or former address, if changed since last report) Item 7. Exhibits. See the Index to Exhibits. Item 9. Regulation FD Disclosure At the Company's annual meeting of its shareholders today, the Company's officers will be delivering the presentation attached as Exhibit 1. SIGNATURE 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. LACLEDE GAS COMPANY (Registrant) By: GERALD T. MCNEIVE, JR. ------------------------ Gerald T. McNeive, Jr. Senior Vice President- Finance and General Counsel January 25, 2001 (Date) Index to Exhibits Exhibit No. - ----------- 1 Presentation at Laclede Gas Company's annual meeting of its shareholders EX-1 2 0002.txt Exhibit 1 LACLEDE GAS COMPANY ANNUAL MEETING OF STOCKHOLDERS JANUARY 25, 2001 CHAIRMAN: GOOD MORNING. IT IS MY PLEASURE TO WELCOME YOU TO THE ANNUAL MEETING OF LACLEDE GAS COMPANY STOCKHOLDERS. BEFORE WE PROCEED WITH THE FORMAL MATTERS TO BE CONSIDERED, I WOULD FIRST LIKE TO INTRODUCE THE COMPANY'S DIRECTORS AND OFFICERS, AND THE REPRESENTATIVES OF THE ACCOUNTING FIRM OF DELOITTE AND TOUCHE, WHO ARE PRESENT THIS MORNING. [Introduction of directors, officers and representatives] CHAIRMAN: I NOW CALL UPON THE SECRETARY TO PRESENT PROOF OF NOTICE OF THE MEETING. SECRETARY: I HAVE THE AFFIDAVIT SHOWING THAT NOTICE OF THE MEETING HAS BEEN MAILED AS REQUIRED BY THE BY-LAWS. AT THE OPENING OF THE MEETING, PROXIES FOR A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON SHARES HAD BEEN SUBMITTED. IF ANYONE HERE HAS A PROXY AND WISHES TO TURN IT IN, PLEASE HOLD UP THE PROXY AND AN USHER WILL PICK IT UP. CHAIRMAN: SINCE MORE THAN A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON STOCK IS REPRESENTED HERE THIS MORNING EITHER IN PERSON OR BY PROXY, A QUORUM IS PRESENT, AND WE WILL PROCEED WITH THE BUSINESS OF THE MEETING. THE MINUTES OF LAST YEAR'S ANNUAL MEETING ARE AVAILABLE, AND ANY STOCKHOLDER WISHING TO INSPECT THE MINUTES SHOULD CONTACT MS. KULLMAN AFTER THE MEETING. CHAIRMAN: THERE ARE THREE SPECIFIC MATTERS TO COME BEFORE THIS MEETING. THESE ARE: 1. THE ELECTION OF THREE DIRECTORS TO SERVE A THREE- YEAR TERM EXPIRING IN THE YEAR 2004. 2 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS AUDITORS FOR THE COMPANY TO SERVE DURING THE FISCAL YEAR 2001. 3. APPROVAL OF AN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION TO EFFECT A REORGANIZATION OF LACLEDE GAS COMPANY INTO A HOLDING COMPANY STRUCTURE. I WILL NOW ASK MARY KULLMAN, AS PROXY, TO PLACE THESE THREE ISSUES BEFORE THE MEETING. SECRETARY: AS PROXY, I NOMINATE FOR DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT THE ANNUAL MEETING IN THE YEAR 2004, DR. HENRY GIVENS, JR., MARY ANN KREY VAN LOKEREN AND DOUGLAS H. YAEGER, BEING THE NOMINEES NAMED IN THE PROXY STATEMENT. CHAIRMAN: IS THERE A SECOND TO THESE NOMINATIONS? (SECOND FROM THE AUDIENCE) CHAIRMAN: I NOW ASK MS. KULLMAN, AS PROXY, TO PLACE THE NEXT ISSUE BEFORE THE MEETING. SECRETARY: AS PROXY, I MOVE THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS AUDITORS FOR THE FISCAL YEAR 2001. 3 CHAIRMAN: IS THERE A SECOND TO THAT MOTION? (SECOND FROM THE AUDIENCE) CHAIRMAN: I NOW ASK MS. KULLMAN, AS PROXY TO PLACE THE NEXT ISSUE BEFORE THE MEETING. SECRETARY: AS PROXY, I MOVE THE APPROVAL OF AN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. CHAIRMAN: IS THERE A SECOND TO THAT MOTION? (SECOND FROM THE AUDIENCE) CHAIRMAN: NOW THAT THE ISSUES TO BE VOTED UPON ARE BEFORE THE MEETING, WE WILL PROCEED WITH THE ELECTION. I HAVE APPOINTED MS. ADELE FOLLMER AND MR. VICTOR ZARRILLI AS INSPECTORS OF ELECTION AND THEY HAVE BEEN DULY SWORN AS SUCH INSPECTORS. THE PROXY WILL CAST THE VOTE IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM THE STOCKHOLDERS GIVING THE PROXIES. HOWEVER, IF YOU DESIRE TO DO SO, ANY STOCKHOLDER IN THE AUDIENCE WHO HAS GIVEN A PROXY MAY BALLOT INDIVIDUALLY. ALSO, ANY STOCKHOLDER WHO HAS NOT GIVEN A PROXY, BUT DESIRES TO VOTE ON THE ISSUES MAY DO SO. THE BALLOTS ARE READY FOR DISTRIBUTION, AND IF ANYONE DESIRES A BALLOT, PLEASE RAISE YOUR HAND AND ONE WILL BE BROUGHT TO YOU. THIS BALLOT WILL CONTAIN SPACE FOR YOU TO VOTE ON ALL OF THE ISSUES. 4 PAUSE PLEASE MARK YOUR BALLOTS AND TURN THEM IN SO THAT THEY CAN BE TALLIED, AND I WOULD REQUEST THAT THE INSPECTORS OF ELECTION REPORT BACK TO THE SECRETARY AS SOON AS THE RESULTS ARE AVAILABLE. PAUSE I WILL NOW CALL ON JERRY McNEIVE TO GIVE A REPORT ON THE COMPANY'S FINANCES. MR. MCNEIVE: I would like to begin by first reporting on our financial results for the calendar year ended December 31, 2000 and for the three months ended that same date. Our earnings for the twelve (12) months ended December 31, 2000 were $1.84 per share, which is $.44 per share more than earnings for the previous 1999 calendar year of $1.40. The increase is primarily due to increased sales of gas, reflecting 16% colder weather than 1999 and the impact of our 1999 rate case. Earnings for the quarter ended December 31, 2000, were $.98 per share, as compared with $.51 for the same three months last year. These results are primarily due to higher sales arising from significantly colder weather. The first quarter of fiscal 2001 was 56% colder than the comparable quarter last year. 5 As you undoubtedly are aware, the cost of natural gas the Company purchases from its suppliers has increased significantly in the last ten (10) months. Increases and decreases in gas costs are periodically passed on to our customers through the Company's purchased gas adjustment clause as approved by the Missouri Public Service Commission. The Company's short-term borrowing requirements typically peak during colder months when the Company borrows money to cover the gap between when the Company purchases its natural gas and when the Company's customers pay for that gas. These short-term cash requirements have traditionally been met through the sale of commercial paper supported by lines of credit with banks. The significant increase in gas costs, and the volumes of gas sold this past quarter required the Company to increase significantly its short- term borrowings through the issuance of commercial paper to pay its suppliers for the increased gas costs. The Company has bank credit agreements, which will provide it a $250 million credit line, which support the Company's ability to issue that commercial paper. Finally, on June 29, 2000, the Company filed a registration statement with the Securities and Exchange Commission on Form S-3 relative to the sale of up to $350 million of first mortgage bonds, debt securities and common stock. On August 10, 2000, the MoPSC provided authorization to issue debt and equity up to this amount. On September 21, 2000, the Company issued $30 million of first mortgage bonds under this authorization with an 6 interest rate of 7.90%, at an overall cost to the Company of 7.987%. The bonds were dated September 15, 2000 and mature September 15, 2030. The proceeds were used to repay short-term debt. CHAIRMAN: Thank you, Jerry - Before discussing other matters with you today, I believe I should comment further on the results Jerry just reported. At last year's Annual Meeting, in the midst of what was then yet another extremely warm winter, I made the statement that -- "the reality in the gas business is that each year is a new year in terms of opportunities and weather" -- . . . The statement was prophetic -- regarding significant changes in both the weather and the cost of natural gas nationwide we have experienced this year to date. Our customers are enduring the double impact of (1) near-record cold weather, and (2) unprecedented increases in the wholesale price of natural gas purchased at the wellhead. Through December 31st, this winter has been 56% colder than last and averaged 28% colder than normal. As a result, our sales through the first quarter are 45% higher than this time last year. While this increase in sales is welcome news from an earnings standpoint and your Company is well positioned to meet such an increase in demand by our 7 customers, unlike other parts of the country in the news recently - - the resultant increase in usage coupled with the extraordinary increase in the wholesale price of gas this winter is undeniably a burden on our customers. We recognize it as such and have been and continue to work to help mitigate the impact on those in our service area that need assistance. I will comment more on the issue of gas costs later, but I felt it necessary to make clear up front that our first quarter financials are the overwhelming result of selling more gas to our customers and not the result of the higher cost of gas supplies that we must pay to others and then collect from our customers. In fact, this winter's high gas costs actually depressed our earnings -- as our customers undertake conservation efforts to reduce usage, additionally the Company must incur higher carrying charges to meet our borrowing needs to pay for our gas purchases, and our level of bad debts increases significantly. Simply put, there is no benefit to these high gas costs for those of us who are involved in the distribution or the consumption portion of the energy business -- not the Company -- not its customers. Moving to other matters -- Holding Company --------------- "The Laclede Gas Light Company" was formed in 1857 and operated as such until 1950 when it became Laclede Gas Company. Now, at the 8 dawn of a new century, Laclede is the largest natural gas distribution company in Missouri, serving more than 633,000 customers in St. Louis and surrounding counties in Eastern Missouri. Today marks another significant point in the history of Laclede Gas, an occasion where we take a careful and important step to again "remake" ourselves as we have done in the past to better meet the needs of our customers, shareholders and employees and address the competitive challenges of the future. Our restructured corporation will continue to focus on operating a high-quality gas distribution company but at the same time look to identify and unlock significant additional value by reinvigorating several existing subsidiaries, and pursuing new ventures that produce sustainable growth. Laclede Gas Company will continue to be what it always has been -- a reliable provider of heating energy. The distribution of natural gas is -- and will continue to be -- our core business. But there are, quite frankly, real limitations to our ability to grow our Company and, in turn, your ownership investment, solely within the confines of regulated utility activities in our service area. The St. Louis metropolitan area is a mature market, and we have successfully saturated it by serving over 85% of the total heating market and 98% of new home construction. Therefore, 9 traditional core growth will not be enough to sustain and improve the value we deliver to you, our owners. To address this situation, this summer Management launched a major strategic planning initiative to chart a course for future development and growth of your Company. We started from scratch and took a hard, detailed look at ourselves, where we are, where we need to be, and how we can best get there. What we found was compelling, but not surprising -- first, we need to improve what we do and how we go about doing it to continue to survive in an increasingly competitive marketplace; second, we must empower our people to produce more value, better service, and continued reliability for our customers; and third, we must identify and undertake careful and prudent growth opportunities. After months of intensive work involving employee teams across many levels of the Company as well as consultants with extensive experience with utilities, we developed a strategy that is relatively simple to state: In our utility business, we will endeavor to stabilize core earnings and, at the same time, continue to improve operational performance and customer service. We will continue to be a leader in innovative programs to add value to our regulated utility business. Then, we will further enhance shareholder returns by adding a growth component to our core business income. We will identify and implement sustainable growth opportunities in areas that are familiar to us, unfolding 10 competitive businesses from our capabilities and today's opportunities by developing skills in our current employee base and supplementing that group by attracting individuals who possess the additional skills we need. The plan's strength is in its basic simplicity -- it is not a wholesale attempt to somehow magically transform our Company into something it is not able to successfully sustain or our employees do not understand. Rather, we are capitalizing on what we know, leveraging what we do, and appealing to those who know us best -- our customers. While the plan is easy to state, its success will depend on how well we implement it over the next few years -- and that process already has begun. As we announced last October, the Board of Directors unanimously approved Management's recommendation to reorganize our corporate structure to form a holding company to be known as The Laclede Group. Today, your vote will determine when and how we pursue this course. As we have stated, Management is firmly convinced that the holding company structure provides it with the greatest flexibility and opportunity to grow profitable unregulated energy and business- related enterprises. With your approval today, we will pursue and obtain the necessary authorization -- from the Missouri Public Service Commission -- and we believe that The Laclede Group will be in existence within the current fiscal year. 11 Under the new holding company structure, Laclede Gas Company would become a subsidiary of The Laclede Group, joining our other current subsidiaries as by far the largest. The gas utility -- which is and will be our core business - - would remain a regulated entity, but the holding company itself would be unregulated, giving it increased flexibility to pursue other ventures in which we see a rational and sustainable fit. We firmly believe there are ventures in which we can leverage our existing strengths, skills and knowledge into new enterprises that are familiar to us and that fit well together. By creating a corporate structure that clearly separates our traditional utility functions from unregulated business activities, it will allow for clearly defined utility operations that reinforce and protect the financial strength of the regulated utility. At the same time, such a separation is needed to provide The Laclede Group's unregulated subsidiaries with additional financial and operational flexibility to pursue business opportunities as they present themselves. Now, let me bring you up to date on a few other topics: Regarding High Gas Prices ------------------------- As I mentioned earlier, this has been a very challenging winter season to date. While we are pleased to see the temperatures in much more of a "winter season" 12 pattern than we have experienced over the past decade, we are not at all pleased with where the cost to acquire natural gas supplies to meet our customers' needs has gone this year both here and across our nation. Hopefully, you saw the "Open Letter to Customers" that we published earlier this month in area newspapers. In it, we explained to our customers why their bills are so much higher than in recent years. This was just the latest in a series of efforts we have made to make customers and community leaders aware of this extraordinary situation. Wholesale gas prices at the wellhead normally peak with winter demand and then go down in the summer, but this spring prices not only failed to fall but they instead rose dramatically and then kept rising throughout the year to unprecedented levels. Laclede took the lead this summer by going to the Missouri Public Service Commission and arranging for an out-of-cycle adjustment to help minimize the normal winter-time adjustment and thereby mitigate some of the impact on our customers. Our action became a model for other gas utilities throughout the State. Also this summer, we met with key legislators, community leaders and energy advocates to make them aware of the escalating price situation. We made vigorous efforts to communicate to our customers the benefits of Budget Billing as a means of mitigating the impact of high winter bills. 13 Along with the Committee to Keep Missourians Warm, we led the way in advocating increased funding levels for State and Federal energy assistance programs. We did not cause this situation, but we are the ones who bear the brunt of its impact on our customers. The federal government deregulated producer prices so they would be set by market forces rather than by regulation. While we believe there have been benefits to our customers from this action over the years -- Laclede Gas has been, and will continue to be, a voice opposing further deregulation to our residential heating customers. One only has to look to the dramatic situation unfolding daily in California to see how such deregulation efforts can go awry. This year, two factors have combined to impact the bills we are sending to our customers. In addition to the unprecedented price of natural gas at the wellhead, this winter to date has been one of the coldest in recorded history. The month of December was the second coldest on record in the St. Louis area -- 62% colder than December of 1999. So, our customers are using more gas to meet their needs, and that gas has cost more to obtain. We are actively working to mitigate these high gas costs. We have an innovative Price Stabilization Program currently approved by the Public Service Commission that has helped offset wholesale price increases by more than $11.5 million through the use of financial instruments by the end of December, and we 14 believe even more benefits will be realized before the end of this winter. If the commission re- authorizes this program, which we strongly believe it should, we believe it will continue to produce additional benefits for our customers and our shareholders in future years. One of the efforts in which we are deeply involved -- and very proud of -- is our support of Dollar- Help, the heating assistance program that helps the poorest of the poor. In the past year, we have refocused and revitalized the fund-raising efforts of this vital program to make it far more convenient for our customers to donate on a regular basis. We now have a red checkoff box on the gas bill, and when customers check that box, they authorize us to add a dollar to their gas bill each and every month. With significant promotional help from media partners such as KMOX Radio, we have increased our donor base this year and for years to come by more than 70%, and the numbers are increasing as we speak -- bringing Dollar-Help nearly a quarter of a million dollars in much-needed new donations. Regarding the safety of our distribution system: --------------------------- Laclede's gas distribution system consists of more than 15,000 miles of pipe of various sizes, vintage, and materials -- that's enough to cross the country nearly five times! This fall, there was considerable publicity concerning the settlement of a lawsuit 15 regarding a regrettable incident due to the escape and ignition of natural gas from a direct buried copper service line. It is important that you are aware of the Company's dedication and commitment to operating a reliable and safe distribution system. Customers served by Laclede Gas Company have relied upon our long- standing commitment to safety for nearly 150 years because Laclede holds itself to a higher standard of service. Our maintenance and safety programs far exceed all federal standards, and we also exceed the more demanding standards established by the State of Missouri. For several years, we worked in conjunction with the Missouri Public Service Commission's Gas Safety Staff to develop an enhanced copper service replacement program that includes extensive monitoring and an aggressive system of prioritized replacement. It is being used as a model for other utilities in the State. As a result of these efforts, we have seen vast improvement in our overall system lines. We conduct an annual intensive and invasive survey of every copper service line on our system. We use technical instruments that bore into the ground and measure gas-to-air ratios to locate any leaks, minor though they may be. Federal regulations call for a much less stringent survey be conducted once every five years. Missouri regulations call for a survey once every three years. The program developed by Laclede 16 Gas and the Public Service Commission calls for such a survey every year! And, when we find any minor leaks on copper service lines, we repair or replace the service line on an accelerated, priority basis. Our copper service program is just one of many maintenance programs Laclede routinely conducts on its natural gas distribution system. Our product is delivered through pipes that are buried underground, and anything exposed to the elements -- whether buried or hanging from a pole -- requires maintenance. This, Laclede does vigilantly with standards and practices that meet and often exceed those followed throughout the industry. The simple fact is that -- even with all of these efforts, incidents can and do occur. Frankly, one of our most pressing safety problems is with outside contractors digging into our gas lines. Today so many entities are laying so much more cable, fiber and what-have-you than ever before that all subsurface utility systems -- telephone, gas, electric, and water -- are in constant jeopardy. We believe the matter of safe digging must be given serious attention, and to that end we are initiating and leading a multi-organizational effort to develop and enact enforceable legislative and regulatory policies with teeth in them that will require from unregulated contractors the same high degree of safety- consciousness that we use in subsurface construction. 17 In short, natural gas is one of the safest forms of energy, and Laclede Gas Company is committed to the safe, reliable delivery of natural gas to its customers. Finally, today marks the last Annual Shareholder meeting for Mr. H. Edwin Trusheim, who is retiring from our Board of Directors. Ed was first elected to Laclede's Board in 1986 when he was Chairman, President and CEO of General American Life Insurance Company. Ed has been an asset not only to Laclede but to our Community as well, elected as 1993 St. Louis Man of the Year, past chairman of Civic Progress, past chairman of the St. Louis Symphony, and many other accomplishments too numerous to mention here today. On behalf of the Management and the Board of Laclede Gas Company, we wish Ed, and his wife Ruth, all the very best in the years ahead. His leadership, wisdom and good humor will be missed. In conclusion -- this year has been an active and memorable one. We have made significant accomplishments and believe we have set the stage for many more to come. I am pleased to report to you today that your Company is in good shape with exciting prospects for the future. I NOW OPEN THIS MEETING TO QUESTIONS FROM THE FLOOR. (STOCKHOLDERS' QUESTION AND ANSWER PERIOD) 18 CHAIRMAN: I UNDERSTAND THAT THE REPORT OF THE INSPECTORS OF ELECTION HAS BEEN RECEIVED, AND I CALL UPON THE SECRETARY TO REPORT THE RESULTS OF THE ELECTION. SECRETARY: THE RESULTS OF THE VOTES TAKEN AND PRESENTED FOR A VOTE WERE AS FOLLOWS: FOR THE ELECTION OF THREE DIRECTORS FOR A TERM OF THREE YEARS, THE FOLLOWING NOMINEES HAVE EACH RECEIVED THE GREATEST NUMBER OF VOTES "FOR": DR. HENRY GIVENS, JR. MARY ANN KREY VAN LOKEREN DOUGLAS H. YAEGER ON THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP, CERTIFIED PUBLIC ACCOUNTANTS, TO AUDIT THE ACCOUNTS OF LACLEDE GAS COMPANY FOR THE FISCAL YEAR 2001, GREATER THAN A MAJORITY OF THE OUTSTANDING SHARES HAVE VOTED IN FAVOR OF SUCH PROPOSAL. ON THE PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, GREATER THAN 2/3 OF THE OUTSTANDING SHARES HAVE VOTED IN FAVOR OF SUCH PROPOSAL. 19 CHAIRMAN: THE REPORT SHOWS: (1) THAT THE NOMINEES NAMED IN THE PROXY STATEMENT DATED DECEMBER 15, 2000 HAVE BEEN ELECTED AS DIRECTORS FOR A TERM OF THREE YEARS EXPIRING AT THE ANNUAL MEETING IN THE YEAR 2004. (2) THAT THE APPOINTMENT OF DELOITTE & TOUCHE HAS BEEN RATIFIED AND APPROVED; AND (3) THAT THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION HAS BEEN APPROVED. I WILL NOW ASK MS. KULLMAN TO PRESENT A CLOSING STATEMENT AND ENTERTAIN A MOTION TO ADJOURN. SECRETARY: WE WOULD NOTE THAT SOME OF THE COMMENTS MADE BY COMPANY OFFICERS TODAY MAY HAVE INCLUDED FORWARD-LOOKING STATEMENTS AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH STATEMENTS. ADDITIONAL INFORMATION ABOUT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IS CONTAINED IN THE COMPANY'S FORM 10-K AND OTHER DOCUMENTS FILED WITH THE SEC, WHICH ARE READILY AVAILABLE. AS PROXY, I MOVE THAT THE MEETING BE ADJOURNED SINE DIE. CHAIRMAN: SO ORDERED. 20 -----END PRIVACY-ENHANCED MESSAGE-----