-----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, Pe/P5Qf70MtZwtFzBsxDUAV5qz0HEU12itMNnzobqHHuwjmsco8JmK7K6kZZl4qP //jFYXJ7Myd8Cbe3CkwiBg== 0001015402-04-002735.txt : 20040628 0001015402-04-002735.hdr.sgml : 20040628 20040628162731 ACCESSION NUMBER: 0001015402-04-002735 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ECOLOGY CORP CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 04885228 BUSINESS ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOSIE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOISE STATE: ID ZIP: 83702 11-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 COMMISSION FILE NUMBER 0-11688 A. American Ecology Corporation 401(k) Savings and Retirement Plan and Trust B. American Ecology Corporation 300 East Mallard, Suite 300 Boise, Idaho 83706 SIGNATURES 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. AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST Date: 6/25/2004 /s/ James R. Baumgardner --------------- ------------------------------- James R. Baumgardner As Trustee for the Plan AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS WITH SUPPLEMENTAL INFORMATION DECEMBER 31, 2003 AND 2002
CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3 NOTES TO FINANCIAL STATEMENTS 4-8 SUPPLEMENTAL INFORMATION SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) 9-10
1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees American Ecology Corporation 401(k) Savings and Retirement Plan and Trust We have audited the accompanying statement of net assets available for benefits of American Ecology Corporation 401(k) Savings and Retirement Plan and Trust (the Plan) as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 net assets available for benefits of American Ecology Corporation 401(k) Savings and Retirement Plan and Trust as of December 31, 2003 and 2002 and the changes in its net assets available for benefits for the year ended December 31, 2003 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 Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 2003 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Moss Adams LLP Seattle, Washington June 4, 2004 2
AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 AND 2002 - -------------------------------------------------------------------------------- 2003 2002 ---------- ---------- ASSETS Investments, at fair value Pooled separate accounts $8,298,013 $7,547,611 Common stock of American Ecology Corporation - 205,302 Participant loans 267,361 375,680 Investments, at contract value 87,796 158,863 Receivables Employer match contribution - 28 ---------- ---------- TOTAL ASSETS 8,653,170 8,287,484 LIABILITIES Accrued liabilities 452 - ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $8,652,718 $8,287,484 ========== ==========
See accompanying notes. 3 - --------------------------------------------------------------------------------
AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ADDITIONS Investment income Net appreciation in fair value of common stock $ 100,634 Net appreciation in fair value of pooled separate accounts 1,691,611 Interest 16,514 ---------- 1,808,759 ---------- Contributions Employer 189,590 Employee 420,800 Rollovers 25,969 ---------- 636,359 ---------- Total additions 2,445,118 ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 2,044,919 Administrative expenses 34,965 ---------- Total deductions 2,079,884 ---------- NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 365,234 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 8,287,484 ---------- End of year $8,652,718 ==========
See accompanying notes. 4 - -------------------------------------------------------------------------------- AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN The following brief description of the American Ecology Corporation 401(k) Savings and Retirement Plan and Trust (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for complete information regarding the Plan's definitions, benefits, eligibility, and other matters. GENERAL - The Plan is a defined contribution plan covering all employees of American Ecology Corporation and its subsidiaries (the Company) that have 90 days of service and are age eighteen or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Prior to January 1, 2003, all employees of the Company who had one year of service and were age eighteen or older were eligible to participate in the Plan. A year of service was defined as a 12-consecutive month period in which an employee completed at least 1,000 hours of service. CONTRIBUTIONS - Each year, participants may defer up to 100 percent of their compensation as defined by the Plan, up to the maximum deferrable amount allowed by the Internal Revenue Service. Participants may elect to deposit their contributions in any of the investment options available. Participants may also contribute amounts representing distributions from other qualified plans. Participants direct the contributions into various investment options offered by the Plan. The Company contributes a discretionary matching contribution, which is determined by the Employer. For 2003 and 2002, the Company established the discretionary matching contribution for all participants equal to 55 percent of the amount of compensation deferred by each participant for the calendar quarter not exceeding 6 percent of compensation. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's elective deferral, the Company's matching contribution and an allocation of Plan earnings and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances as defined. Forfeitures of terminated participant's nonvested benefits are applied to pay administrative expenses and reduce the Company's future contributions to the Plan. At December 31, 2003, forfeited nonvested accounts totaled $19,627. This amount will be used to reduce future employer contributions. 5 - -------------------------------------------------------------------------------- AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN (Continued) VESTING - The vesting schedule is as follows on Company matching contributions and actual earnings thereon:
Percentage of Years of Service Vested Interest ------------------ ----------------- 1 year 20% 2 years 60% 3 years 100%
The Plan provides for participants to be 100% vested upon death, permanent disability or the attainment of age 65. PARTICIPANT LOANS - Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The term of the loan will not exceed 5 years except in the case of a loan for the purpose of acquiring a primary residence. The term of the loan will be determined by the Administrator at the time the loan is made. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Interest rates range from 4.0% to 11.5%. Principal and interest is paid ratably through bi-weekly payroll deductions. PAYMENT OF BENEFITS - Upon normal retirement or death, vested benefits due to participants and their beneficiaries may be paid in the form of either a lump-sum distribution or fixed period annuities. RISK - Investment securities are exposed to various risks, such as interest rate, market, and credit risk. It is reasonably possible, given the level of risk associated with investment securities that changes in the near term could materially affect the investment amounts reported in the financial statements. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. 6 - -------------------------------------------------------------------------------- AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued) INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are stated at fair value except for its benefit-responsive investment contracts, which are valued at contract value (see Note 3). All other investments are carried at their fair value measured by quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Investment income is recorded as earned. PAYMENT OF BENEFITS - Benefits are recorded when paid. NOTE 3 - GUARANTEED INTEREST ACCOUNTS In accordance with FASB statement No. 107, the fair values of the guaranteed interest accounts held by the Plan is as follows at December 31:
2003 2002 ------- ------- Guaranteed interest account with interest at rates of 6.50% to 6.90% as of December 31, 2002, maturing on December 31, 2002. $ - $27,653 Guaranteed interest account with interest at rates of 4.66% to 6.10% at December 31, 2003 and 4.10% to 6.10% as of December 31, 2002, maturing on December 31, 2003. 12,171 39,518 Guaranteed interest account with interest at rates of 3.65% to 4.10% as of December 31, 2003 and 3.63% to 4.35% as of December 31, 2002, maturing on December 31, 2004. 56,010 89,077
7 - -------------------------------------------------------------------------------- AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 - --------------------------------------------------------------------------------
NOTE 3 - GUARANTEED INTEREST ACCOUNTS (Continued) 2003 2002 ------- ------- Guaranteed interest account with interest at rates of 2.05% to 5.80% as of December 31, 2003 and 2.90% to 5.80% as of December 31, 2002, maturing on December 31, 2005. $16,990 $1,389 Guaranteed interest account with interest at rates of 6.05% to 6.60% as of December 31, 2003 and 6.05% to 6.11% as of December 31, 2002, maturing on December 31, 2006. 1,216 1,072 Guaranteed interest account with interest at rates of 2.96% to 5.71% as of December 31, 2003 and 5.41% to 5.71% as of December 31, 2002, maturing on December 31, 2007. 916 846 Guaranteed interest account with interest at rates of 6.01% to 6.99% as of December 31, 2003 and 5.15% to 6.01% as of December 31, 2002, maturing on December 31, 2008. 230 215 Guaranteed interest account with interest at rates of 6.99% to 7.00% as of December 31, 2003 and December 31, 2002, maturing on December 31, 2009. 274 250 Guaranteed interest account with interest at a rate of 5.78% as of December 31, 2003 and December 31, 2002, maturing on December 31, 2010. 269 248 Guaranteed interest account with interest at rates of 4.90% as of December 31, 2003 and 4.98% to 5.55% as of December 31, 2002, maturing on December 31, 2011. 455 509 Guaranteed interest account with interest at rates of 3.60% to 4.00% as of December 31, 2003 and 4.2% as of December 31, 2002, maturing on December 31, 2012. 188 14
8 - -------------------------------------------------------------------------------- AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 - -------------------------------------------------------------------------------- There are no reserves against the contract value for credit risk of the contract issues or otherwise. NOTE 4 - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets at December 31:
2003 2002 ---------- ---------- Manulife Lifestyle Balanced $1,131,271 $ 663,635 Manulife Lifestyle Growth 1,531,265 1,190,640 Manulife Money Market 673,875 776,947 Manulife Lifestyle Conservative 275,279 580,968 MFC Excelsior Value and Restructuring Fund 441,958 303,625
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS Certain Plan investments include pooled separate accounts, a money market account and guaranteed investment contracts that are managed by Manulife Financial and, therefore, these transactions qualify as party-in-interest transactions. The Plan invested in company stock until this investment option was discontinued on November 28, 2003. American Ecology Corporation purchased back the company stock held in the Plan. NOTE 6 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions. NOTE 7 - INCOME TAX STATUS The Plan obtained its latest determination letter on April 9, 2001 in which the Internal Revenue Service stated that the original Plan and all amendments through December 11, 2000, were in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes the Plan as currently designed is being operated in compliance with the applicable requirements of the IRC. 9 - -------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION ------------------------
AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST EIN: 95-3889638 PLAN NUMBER: 003 DECEMBER 31, 2003 - ------------------------------------------------------------------------------------------------------- SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (e) (b) (c) (d) Current (a) Identity of issue Description Cost value - --- ----------------------------------------- ----------------------------------- ----- ----------- * Manulife Lifestyle - Conservative Pooled Separate Account ** $ 275,279 * Manulife Lifestyle - Moderate Pooled Separate Account ** 33,896 * Manulife Lifestyle - Balanced Pooled Separate Account ** 1,131,271 * Manulife Lifestyle - Growth Pooled Separate Account ** 1,531,265 * Manulife Lifestyle - Aggressive Pooled Separate Account ** 321,055 * Manulife Guaranteed Interest Accounts Maturing 12/31/03, 4.66% to 6.10% ** 12,251 * Manulife Guaranteed Interest Accounts Maturing 12/31/04, 3.65% to 4.10% ** 55,168 * Manulife Guaranteed Interest Accounts Maturing 12/31/05, 2.05% to 5.80% ** 16,905 * Manulife Guaranteed Interest Accounts Maturing 12/31/06, 6.05% to 6.60% ** 1,075 * Manulife Guaranteed Interest Accounts Maturing 12/31/07, 2.96% to 5.71% ** 1,102 * Manulife Guaranteed Interest Accounts Maturing 12/31/08, 6.01% to 6.99% ** 211 * Manulife Guaranteed Interest Accounts Maturing 12/31/09, 6.99% to 7.00% ** 231 * Manulife Guaranteed Interest Accounts Maturing 12/31/10, 5.78% ** 241 * Manulife Guaranteed Interest Accounts Maturing 12/31/11, 4.90% ** 419 * Manulife Guaranteed Interest Accounts Maturing 12/31/12, 3.60% to 4.00% ** 193 * Manulife Money Market Money Market ** 673,875 * MFC Short-Term Federal Pooled Separate Account ** 21,519 * MFC PIMCO Total Return Fund Pooled Separate Account ** 170,820 * MFC Salomon Brothers High Yield Fund Pooled Separate Account ** 206,857 * MFC T. Rowe Price Spectrum Income Fund Pooled Separate Account ** 98,771 * Manulife Balanced Fund Pooled Separate Account ** 48,315 * Manulife Equity Income Fund Pooled Separate Account ** 24,830 * MFC T. Rowe Price Equity Income Fund Pooled Separate Account ** 75,362 * MFC Davis New York Venture Fund Pooled Separate Account ** 129,227 * MFC Mutual Beacon Fund Pooled Separate Account ** 50,340 * MFC Weitz Partners Value Fund Pooled Separate Account ** 119,886 * MFC Fidelity Advisor Div Growth Fund Pooled Separate Account ** 259,061 * MFC Franklin Balance Sheet Fund Pooled Separate Account ** 173,200 * MFC Mutual Discovery Fund Pooled Separate Account ** 79,260 * MFC Domini Social Equity Fund Pooled Separate Account ** 26,380 * MFC MFS Strategic Value Fund Pooled Separate Account ** 17,315 * MFC T. Rowe Price Blue Chip Fund Pooled Separate Account ** 165,999 * Manulife Capital Growth Stock Fund Pooled Separate Account ** 127,213 * MFC Morgan Stanley Equity Growth Fund Pooled Separate Account ** 4,425 * MFC Excelsior Value & Restructuring Fund Pooled Separate Account ** 441,958 * MFC Fidelity Contrafund Pooled Separate Account ** 335,863 * MFC Fidelity Advisor Large Cap Fund Pooled Separate Account ** 70,206 * Manulife Growth Plus Stock Fund Pooled Separate Account ** 111,790 * MFC Prudential Jennison Growth Fund Pooled Separate Account ** 7,376 * MFC Putnam Global Equity Fund Pooled Separate Account ** 39,610 * MFC Janus Advisor Worldwide Pooled Separate Account ** 24,627 * MFC Templeton Foreign Fund Pooled Separate Account ** 91,892 * MFC Templeton Foreign Small Company Fund Pooled Separate Account ** 1,154 * MFC Fidelity Advisor Overseas Fund Pooled Separate Account ** 467 9 - -------------------------------------------------------------------------------------------------------
AMERICAN ECOLOGY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN AND TRUST EIN: 95-3889638 PLAN NUMBER: 003 DECEMBER 31, 2003 - --------------------------------------------------------------------------------------------------------------- SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (Continued) (e) (b) (c) (d) Current (a) Identity of issue Description Cost value - --- --------------------------------------------- --------------------------------------- ----- ----------- * MFC Scudder International Select Equity Fund Pooled Separate Account ** $ 58,142 * MFC AIM Constellation Fund Pooled Separate Account ** 83,025 * MFC Janus Twenty Fund Pooled Separate Account ** 153,045 * MFC Scudder Mid Cap Fund Pooled Separate Account ** 23,915 * MFC Franklin Small-Mid Growth Fund Pooled Separate Account ** 61,105 * MFC AIM Aggressive Growth Fund Pooled Separate Account ** 193,647 * MFC AIM Small Cap Growth Fund Pooled Separate Account ** 5,543 * Manulife Emerging Growth Stock Fund Pooled Separate Account ** 11,734 * MFC Templeton Developing Markets Fund Pooled Separate Account ** 20,460 * MFC T. Rowe Price Science & Technology Fund Pooled Separate Account ** 352,947 * 500 Index Fund Pooled Separate Account ** 267,098 * Total Stock Market Index Fund Pooled Separate Account ** 42,869 * Mid Cap Index Fund Pooled Separate Account ** 33,546 * Quantitative Mid Cap Fund Pooled Separate Account ** 71,740 * International Index Fund Pooled Separate Account ** 9,824 * Small Cap Index Fund Pooled Separate Account ** 19,009 * Participant Loans Bearing Interest between 4.00% -11.50% 267,361 ----------- $ 8,653,170 ===========
* Denotes party-in-interest ** Amounts not required as investments are participant directed. -12-
EXHIBIT INDEX Exhibit DESCRIPTION Exhibit 23 Consent of Moss Adams LLP Exhibit 32.1 Certification of December 31, 2003 Form 11-K by Trustees dated June 30, 2003
-13- EX-23 2 doc2.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the American Ecology Corporation 401(k) Savings and Retirement Plan and Trust of our report dated June 4, 2004 with respect to the 2003 and 2002 financial statements of the American Ecology Corporation 401(k) Savings and Retirement Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2003. /s/ Moss Adams LLP Seattle, Washington June 25, 2004 EX-32.1 3 doc3.txt EXHIBIT 32.1 Exhibit 32.1 Written Statement Pursuant to 18 U.S.C. Sec.1350 Solely for the purposes of complying with 18 U.S.C. Sec.1350, I, a trustee of the American Ecology Corporation 401(k) Savings and Retirement Plan and Trust (the "Plan"), hereby certify, based on my knowledge, that the Annual Report on Form 11-K of the Plan for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ James R. Baumgardner - ------------------------ James R. Baumgardner June 25, 2004 /s/ Michael J. Gilberg - ---------------------- Michael J. Gilberg June 25, 2004 -----END PRIVACY-ENHANCED MESSAGE-----