10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K/A

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
	For the fiscal year ended October 31, 2002
	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
	For the Transition period from _______________ to _______________
	Commission file number 1-6196

Piedmont Natural Gas Company, Inc.
(Exact name of registrant as specified in its charter)

North Carolina	56-0556998
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1915 Rexford Road, Charlotte, North Carolina	28211
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (704) 364-3120

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Name of each exchange on which registered
Common Stock, no par value	New York Stock Exchange

     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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

     State the aggregate market value of the voting stock held by nonaffiliates of the registrant as of January 13, 2003.

Common Stock, no par value — $1,160,769,792

     Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at January 13, 2003
Common Stock, no par value	33,177,794

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Shareholders on February 28, 2003, are incorporated by reference into Part III.

We are amending our Form 10-K for the fiscal year ended October 31, 2002, to conform our certifications to the exact language contained in Release No. 33-8238 dated June 5, 2003. “Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K” is amended to read in its entirety as follows:

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  1. FINANCIAL STATEMENTS

     The following consolidated financial statements of the Company and its subsidiaries and the related independent auditors’ report for the year ended October 31, 2002, are included in Item 8 of this report as follows:

	Page
Consolidated Balance Sheets — October 31, 2002 and 2001		32
Statements of Consolidated Income — Years Ended October 31, 2002, 2001 and 2000		34
Statements of Consolidated Cash Flows — Years Ended October 31, 2002, 2001 and 2000		35
Statements of Consolidated Stockholders’ Equity — Years Ended October 31, 2002, 2001 and 2000		36
Notes to Consolidated Financial Statements		37
Management’s Responsibility for Financial Reporting		60
Independent Auditors’ Report		61

     (a)  2. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

	Page
Schedule II  Valuation and Qualifying Accounts		83

     Schedules other than those listed above and certain other information are omitted for the reason that they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

     (a)  3. EXHIBITS

Where an exhibit is filed by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses. Upon written request of a shareholder, we will provide a copy of the exhibit at a nominal charge.

3.1 Articles of Incorporation of the Company, filed in the Department of State of the State of North Carolina on December 14, 1993 (Exhibit No. 2, Registration Statement on Form 8-B, dated March 2, 1994).

3.2	Copy of Certificate of Merger (New York) and Articles of Merger (North Carolina), each dated March 1, 1994, evidencing merger of Piedmont Natural Gas Company, Inc., with and into PNG Acquisition Company, with PNG Acquisition Company being renamed “Piedmont Natural Gas Company, Inc.” (Exhibits 3.2 and 3.1 to the Registration Statement on Form 8-B, dated March 2, 1994).
3.3	By-Laws of the Company, as amended, dated February 25, 2001 (Exhibit No. 3.1, Form 10-Q for the quarter ended January 31, 2001).
3.4	Articles of Amendment of the Company (Exhibit No. 3, Amendment to Form 10-Q for the period ended April 30, 1997).
4.1	Note Agreement, dated as of June 15, 1989, between the Company and The Mutual Life Insurance Company of New York (Exhibit 4.27, Form 10-K for the fiscal year ended October 31, 1989).
4.2	Note Agreement, dated as of July 30, 1991, between the Company and The Prudential Insurance Company of America (Exhibit 4.29, Form 10-K for the fiscal year ended October 31, 1991).
4.3	Note Agreement, dated as of September 21, 1992, between the Company and Provident Life and Accident Insurance Company (Exhibit 4.30, Form 10-K for the fiscal year ended October 31, 1992).
4.4	Indenture, dated as of April 1, 1993, between the Company and Citibank, N.A., Trustee (Exhibit 4.1, Registration Statement No. 33-60108).
4.5	Medium-Term Note, Series A, dated as of July 23, 1993 (Exhibit 4.7, Form 10-K for the fiscal year ended October 31, 1993).
4.6	Medium-Term Note, Series A, dated as of October 6, 1993 (Exhibit 4.8, Form 10-K for the fiscal year ended October 31, 1993).
4.7	Medium-Term Note, Series A, dated as of September 19, 1994 (Exhibit 4.9, Form 10-K for the fiscal year ended October 31, 1994).
4.8	Pricing Supplement of Medium-Term Notes, Series B, dated October 3, 1995 (Exhibit 4.10, Form 10-K for the fiscal year ended October 31, 1995).

4.9	Pricing Supplement of Medium-Term Notes, Series B, dated October 4, 1996 (Exhibit 4.11, Form 10-K for the fiscal year ended October 31, 1996).
4.10	Rights Agreement, dated as of February 27, 1998, between the Company and Wachovia Bank, N.A., as Rights Agent, including the Rights Certificate (Exhibit 10.1, Current Report on Form 8-K dated February 27, 1998).
4.11	Form of Master Global Note (executed September 9, 1999, substantially as filed as Exhibit 4.4, Registration Statement No. 333-26161).
4.12	Pricing Supplement of Medium-Term Notes, Series C, dated September 15, 1999 (Rule 424(b)(3) Pricing Supplement to Registration Statement Nos. 33-59369 and 333-26161).
4.13	Pricing Supplement of Medium-Term Notes, Series C, dated September 15, 1999 (Rule 424(b)(3) Pricing Supplement to Registration Statement Nos. 33-59369 and 333-26161).
4.14	Pricing Supplement No. 3 of Medium-Term Notes, Series C, dated September 26, 2000 (Rule 424(b)(3) Pricing Supplement to Registration Statement No. 333-26161).
4.15	Form of Master Global Note (executed June 4, 2001, substantially as filed as Exhibit 4.4, Registration Statement No. 333-62222).
4.16	Pricing Supplement No. 1 of Medium-Term Notes, Series D, dated September 18, 2001 (Rule 424(b)(3) Pricing Supplement to Registration Statement No. 333-62222).
10.1	Executive Long-Term Incentive Plan (Exhibit 99.1, Registration Statement No. 333-34435).
10.2	Service Agreement (5,900 Mcf per day) (Contract No. 4995), dated August 1, 1991, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.20, Form 10-K for the fiscal year ended October 31, 1991).
10.3	Service Agreement FT-Incremental Mainline (6,222 Mcf per day) (Contract No. 2268), dated August 1, 1991, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.16, Form 10-K for the fiscal year ended October 31, 1992).
10.4	Service Agreement (FT, 205,200 Mcf per day) (Contract No. 3702), dated February 1, 1992, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.20, Form 10-K for the fiscal year ended October 31, 1992).

10.5	Service Agreement (Contract #800059) (SCT, 1,677 dt/day), dated June 1, 1993, between the Company and Texas Eastern Transmission Corporation (Exhibit 10.28, Form 10-K for the fiscal year ended October 31, 1993).
10.6	FTS Service Agreement (23,000 Dt/day), dated November 1, 1993, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.24, Form 10-K for the fiscal year ended October 31, 1994).
10.7	Service Agreement under Rate Schedule FSS (2,263,920 dekatherm storage capacity quantity, 37,000 dekatherm maximum daily storage deliverability) (Contract No. 38015), dated November 1, 1993, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.25, Form 10-K for the fiscal year ended October 31, 1994).
10.8	Service Agreement under Rate Schedule SST (Winter: 10,000 Dt/day; Summer: 5,000 Dt/day) (Contract No. 38052), dated November 1, 1993, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.26, Form 10-K for the fiscal year ended October 31, 1994).
10.9	FSS Service Agreement (10,000 dekatherms per day daily storage quantity) (Contract No. 38017), dated November 1, 1993, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.26, Form 10-K for the fiscal year ended October 31, 1995).
10.10	SST Service Agreement (37,000 dekatherms per day) (Contract No. 38054), dated November 1, 1993, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.27, Form 10-K for the fiscal year ended October 31, 1995).
10.11	Service Agreement (20,504 Mcf per day), dated June 6, 1994, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.29, Form 10-K for the fiscal year ended October 31, 1995).
10.12	FTS-1 Service Agreement (5,000 dekatherms per day) (Contract No. 43462), dated September 14, 1994, between the Company and Columbia Gulf Transmission Company (Exhibit 10.30, Form 10-K for the fiscal year ended October 31, 1995).
10.13	FTS 1 Service Agreement (23,455 Dt per day)(Contract No. 43461), dated September 14, 1994, between the Company and Columbia Gulf Transmission Company (Exhibit 10.23, Form 10-K for the fiscal year ended October 31, 1996).

10.14	Firm Transportation Agreement (FT/NT), dated September 22, 1995, between the Company and Texas Gas Transmission Corporation (Exhibit 10.26, Form 10-K for the fiscal year ended October 31, 1996).
10.15	Service Agreement Applicable to Transportation of Natural Gas Under Rate Schedule FT (X-74 Assignment) (12,875 Dt per day), dated October 18, 1995, between the Company and CNG Transmission Corporation (Exhibit 10.27, Form 10-K for the fiscal year ended October 31, 1996).
10.16	Service Agreement (Southern Expansion, FT 53,000 Mcf per day peak winter months, 47,700 Mcf per day shoulder winter months) (Contract No. 0.4189), dated November 1, 1995, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.29, Form 10-K for the fiscal year ended October 31, 1996).
10.17	Service Agreement (12,785 Mcf per day) (Contract No. 1.1994, FT/NT), dated November 1, 1995, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.31, Form 10-K for the fiscal year ended October 31, 1996).
10.18	Rate Schedule GSS Service Agreement, dated May 15, 1996, between the Company and CNG Transmission Corporation (Exhibit 10.32, Form 10-K for the fiscal year ended October 31, 1996).
10.19	Employment Agreement between the Company and David J. Dzuricky, dated December 1, 1999 (Exhibit 10.37, Form 10-K for the fiscal year ended October 31, 1999).
10.20	Employment Agreement between the Company and Ray B. Killough, dated December 1, 1999 (Exhibit 10.38, Form 10-K for the fiscal year ended October 31, 1999).
10.21	Employment Agreement between the Company and Ware F. Schiefer, dated December 1, 1999 (Exhibit 10.39, Form 10-K for the fiscal year ended October 31, 1999).
10.22	Employment Agreement between the Company and Thomas E. Skains, dated December 1, 1999 (Exhibit 10.40, Form 10-K for the fiscal year ended October 31, 1999).
10.23	Employment Agreement between the Company and Franklin H. Yoho, dated March 18, 2002 (filed with Form 10-K).
10.24	Severance Agreement between the Company and David J. Dzuricky, dated December 1, 1999 (Exhibit 10.41, Form 10-K for the fiscal year ended October 31, 1999).

10.25	Severance Agreement between the Company and Ray B. Killough, dated December 1, 1999 (Exhibit 10.42, Form 10-K for the fiscal year ended October 31, 1999).
10.26	Severance Agreement between the Company and Ware F. Schiefer, dated December 1, 1999 (Exhibit 10.43, Form 10-K for the fiscal year ended October 31, 1999).
10.27	Severance Agreement between the Company and Thomas E. Skains, dated December 1, 1999 (Exhibit 10.44, Form 10-K for the fiscal year ended October 31, 1999).
10.28	Severance Agreement between the Company and Franklin H. Yoho, dated March 18, 2002 (filed with Form 10-K).
10.29	Consulting Agreement between the Company and John H. Maxheim, dated March 1, 2000 (Exhibit 10.1, Form 10-Q for the quarter ended January 31, 2001).
10.30	Service Agreement (SE95/96), dated June 25, 1996, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.37, Form 10-K for the fiscal year ended October 31, 1996).
10.31	FSS Service Agreement (25,000 dekatherms per day) (Contract No. 49775), dated November 22, 1995, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.38, Form 10-K for the fiscal year ended October 31, 1997).
10.32	SST Service Agreement (25,000 dekatherms per day peak winter months, 12,500 dekatherms per day shoulder months) (Contract No. 49773), dated November 22, 1995, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.39, Form 10-K for the fiscal year ended October 31, 1997).
10.33	FSS Service Agreement (1,150,166 dekatherms storage capacity quantity, 19,169 dekatherms maximum daily storage deliverability) (Contract No. 49777), dated November 22, 1995, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.39, Form 10-K for the fiscal year ended October 31, 1998).
10.34	Columbia Gas SST Service Agreement (19,169 dekatherms per day) dated November 22, 1995, between the Company and Columbia Gas Transmission Corporation (Exhibit 10.40, Form 10-K for the fiscal year ended October 31, 1998).
10.35	Transco Sunbelt Service Agreement & Precedent Agreement (41,400 dekatherms of transportation contract quantity per day), dated January 24, 1997, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.41, Form 10-K for the fiscal year ended October 31, 1998).

10.36	CNG Service Agreement (7,000 dekatherms per day), dated May 15, 1996, between the Company and CNG Transmission Corporation (Exhibit 10.42, Form 10-K for the fiscal year ended October 31, 1998).
10.37	Form of Director Retirement Benefits Agreement between the Company and its outside directors, dated September 1, 1999 (Exhibit 10.54, Form 10-K for the fiscal year ended October 31, 1999).
10.38	Service Agreement under Rate Schedule GSS (Storage withdrawal of 68,955 Mcf per day, Storage capacity of 3,858,940 Mcf), dated July 1, 1996, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.55, Form 10-K for the fiscal year ended October 31, 1999).
10.39	Service Agreement, dated January 29, 1997, between the Company and Pine Needle LNG Company, LLC (Exhibit 10.57, Form 10-K for the fiscal year ended October 31, 1999).
10.40	Firm Transportation Agreement (60,000 Mcf per day), dated June 26, 1998, between the Company and Cardinal Extension Company, LLC (Exhibit 10.58, Form 10-K for the fiscal year ended October 31, 1999).
10.41	Service Agreement (15,000 dekatherms per day), dated September 13, 2000, between the Company and Pine Needle LNG Company, LLC (Exhibit 10.50, Form 10-K for the fiscal year ended October 31, 2000).
10.42	Letter of Right of First Refusal, dated September 13, 2000, between the Company and Pine Needle LNG Company, LLC (Exhibit 10.51, Form 10-K for the fiscal year ended October 31, 2000).
10.43	Letter of Agreement of Amendment No. 343 to Gas Transportation Agreement (dated September 1, 1993 — Contract No. 237) (FTA, 74,100 dekatherms per day), dated August 3, 1998, between the Company and Tennessee Gas Pipeline Company (Exhibit 10.52, Form 10-K for the fiscal year ended October 31, 2000).
10.44	Letter of Agreement of Amendment No. 2A to Gas Storage Contract (dated September 1, 1993 — Contract No. 2400), dated August 3, 1998, between the Company and Tennessee Gas Pipeline Company (Exhibit 10.53, Form 10-K for the fiscal year ended October 31, 2000).
10.45	Letter of Agreement of Amendment No. 2A to Gas Storage Contract (dated May 1, 1994 — Contract No. 6815), dated August 3, 1998, between the Company and Tennessee Gas Pipeline Company (Exhibit 10.54, Form 10-K for the fiscal year ended October 31, 2000).

10.46	Service Agreement under FT-A Rate Schedule (Contract No. 24706) (55,900 dekatherms per day), dated August 12, 1998, between the Company and Tennessee Gas Pipeline Company (Exhibit 10.55, Form 10-K for the fiscal year ended October 31, 2000).
10.47	Service Agreement under Rate Schedule WSS — Open Access (Contract No. 3.8399) (75,206 dekatherms per day maximum withdrawal quantity; storage capacity quantity of 6,392,383 dekatherms), dated April 1, 2001, between the Company and Transcontinental Gas Pipe Line Corporation (Exhibit 10.48, Form 10-K for the fiscal year ended October 31, 2001).
10.48	Amended and Restated Operating Agreement of Greenbrier Pipeline Company, LLC, dated September 1, 2001 (filed with Form 10-K).
10.49	Precedent Agreement for Firm Transportation Service (Greenbrier Pipeline Company), dated September 1, 2001, between the Company and Greenbrier Pipeline Company, LLC (filed with Form 10-K).
12	Computation of Ratio of Earnings to Fixed Charges (filed with Form 10-K).
23	Independent Auditors’ Consent (filed with Form 10-K).
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (filed herewith).
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (filed herewith).
99.1	Annual Report on Form 11-K — Piedmont Natural Gas Company, Inc. Salary Investment Plan (filed with Form 10-K).
99.2	Annual Report on Form 11-K — Piedmont Natural Gas Company, Inc. Payroll Investment Plan (filed with Form 10-K).

     (b)  Reports on Form 8-K

On August 13, 2002, we filed a Form 8-K regarding a press release reporting that our Chief Executive Officer and Chief Financial Officer had voluntarily signed and filed sworn statements on August 9, 2002, with the Securities and Exchange Commission certifying the filings made by us with the SEC in 2001 and 2002. These filings include our 10-K for fiscal year ended October 31, 2001, our 10-Qs for our first and second quarters of fiscal year ending October 31, 2002, our 8-Ks filed subsequent to the 10-K for fiscal year ended October 31, 2001 and our proxy statement issued in January 2002 for fiscal year ended October 31, 2001.

On October 1, 2002, we filed a Form 8-K regarding a press release announcing the completion of the purchase of North Carolina Gas Service, the North Carolina natural gas division of NUI Corporation.

On October 18, 2002, we filed a Form 8-K regarding a press release announcing an agreement to purchase the stock of North Carolina Natural Gas, a natural gas distribution subsidiary of Progress Energy, and Progress Energy’s 50% investment in Eastern North Carolina Natural Gas Company for approximately $425 million in cash.

On October 30, 2002, we filed a Form 8-K regarding a press release announcing orders issued by the North Carolina Utilities Commission and the Public Service Commission of South Carolina approving rate increases totaling $22.3 million.

On November 6, 2002, subsequent to our year end, we filed a report on Form 8-K regarding a press release providing earnings guidance for fiscal year 2003 and reaffirming our previous earnings guidance for fiscal year 2002.

On December 23, 2002, subsequent to our year end, we filed a Form 8-K regarding a press release announcing that Ware F. Schiefer, Chief Executive Officer and Vice Chairman of the Board, would be retiring at the annual meeting of shareholders on February 28, 2003, and that Thomas E. Skains had been elected to the position of President and Chief Executive Officer effective upon Mr. Schiefer’s retirement. Further, John H. Maxheim, current Chairman of the Board, will retire as Chairman and as a Board member at the February 28 meeting.

On January 8, 2003, subsequent to our year end, we filed a report on Form 8-K regarding a press release announcing that our Board of Directors had elected Kim R. Cocklin to the position of Senior Vice President and General Counsel, effective February 3, 2003.

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.

	Piedmont Natural Gas Company, Inc. (Registrant)
Date   October 23, 2003	/s/ Barry L. Guy
	Barry L. Guy
	Vice President and Controller
	(Principal Accounting Officer)

EX-31.1 3 g85346exv31w1.htm EX-31.1 SECTION 302 CERTIFICATION OF THE CEO

Exhibit 31.1

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas E. Skains, certify that:

1.	I have reviewed this annual report on Form 10-K of Piedmont Natural Gas Company, Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant’s other certifying officer 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)) 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 report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this 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 fiscal 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; and

5. The registrant’s other certifying officer 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:	October 23, 2003	/s/ Thomas E. Skains
		Thomas E. Skains
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 4 g85346exv31w2.htm EX-31.2 SECTION 302 CERTIFICATION OF THE CFO

Exhibit 31.2

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David J. Dzuricky, certify that:

1.	I have reviewed this annual report on Form 10-K of Piedmont Natural Gas Company, Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant’s other certifying officer 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)) 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 report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this 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 fiscal 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; and

5. The registrant’s other certifying officer 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:	October 23, 2003	/s/ David J. Dzuricky
		David J. Dzuricky
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

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EX-31.1

Ex-31.1 Section 302 Certification of the CEO

EX-31.2

Ex-31.2 Section 302 Certification of the CFO