-----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, BLfO3CvxZDdexqUGLG0OCiDUMAJwb3XfneC3f08Nc9N0Y7K498Jp/TXeThANHsUI r1ntjYzqAWj80vwqBEpo2w== 0000935069-05-000812.txt : 20050401 0000935069-05-000812.hdr.sgml : 20050401 20050401162216 ACCESSION NUMBER: 0000935069-05-000812 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050131 FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 EFFECTIVENESS DATE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST CAPITAL VALUE FUND INC CENTRAL INDEX KEY: 0000799029 IRS NUMBER: 132527171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-04797 FILM NUMBER: 05725713 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: QUEST FOR VALUE DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QFV DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19870111 N-Q 1 rq835_15148nq.txt RQ835_15148NQ.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04797 Oppenheimer Quest Capital Value Fund, Inc. (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 ------------------------------------------------------ (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: October 31 ---------- Date of reporting period: January 31, 2005 ---------------- ITEM 1. SCHEDULE OF INVESTMENTS. STATEMENT OF INVESTMENTS January 31, 2005/Unaudited Shares Value - -------------------------------------------------------------------------------- COMMON STOCKS--94.7% - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY--15.3% - -------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--2.4% Ruby Tuesday, Inc. 239,700 $ 6,097,968 - -------------------------------------------------------------------------------- Yum! Brands, Inc. 85,300 3,953,655 ------------------- 10,051,623 - -------------------------------------------------------------------------------- MEDIA--8.8% Lamar Advertising Co., Cl. A 1 327,900 14,093,142 - -------------------------------------------------------------------------------- Omnicom Group, Inc. 164,121 13,932,232 - -------------------------------------------------------------------------------- WPP Group plc, Sponsored ADR 154,600 8,388,596 ------------------ 36,413,970 - -------------------------------------------------------------------------------- MULTILINE RETAIL--1.0% Dollar General Corp. 215,200 4,349,192 - -------------------------------------------------------------------------------- SPECIALTY RETAIL--3.1% Pacific Sunwear of California, Inc. 1 364,000 8,914,360 - -------------------------------------------------------------------------------- Ross Stores, Inc. 141,100 4,038,282 ------------------ 12,952,642 CONSUMER STAPLES--5.3% - -------------------------------------------------------------------------------- FOOD & STAPLES RETAILING--2.0% Wal-Mart Stores, Inc. 159,800 8,373,520 - -------------------------------------------------------------------------------- FOOD PRODUCTS--0.8% Dean Foods Co. 1 90,500 3,188,315 - -------------------------------------------------------------------------------- PERSONAL PRODUCTS--2.5% Avon Products, Inc. 246,900 10,424,118 ENERGY--8.4% - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--3.9% Nabors Industries Ltd. 1 142,800 7,197,120 - -------------------------------------------------------------------------------- National-Oilwell, Inc. 1 241,800 8,917,584 ------------------ 16,114,704 - -------------------------------------------------------------------------------- OIL & GAS--4.5% BP plc, ADR 156,700 9,342,454 - -------------------------------------------------------------------------------- ConocoPhillips 23,100 2,143,449 - -------------------------------------------------------------------------------- Delta Petroleum Corp. 1 82,700 1,214,036 - -------------------------------------------------------------------------------- Exxon Mobil Corp. 116,100 5,990,760 ------------------ 18,690,699 FINANCIALS--14.3% - -------------------------------------------------------------------------------- COMMERCIAL BANKS--3.2% M&T Bank Corp. 45,300 4,636,908 - -------------------------------------------------------------------------------- Trustmark Corp. 93,800 2,595,446 - -------------------------------------------------------------------------------- Zions Bancorp 87,300 5,920,686 ------------------ 13,153,040 - -------------------------------------------------------------------------------- CONSUMER FINANCE--0.6% MoneyGram International, Inc. 121,700 2,360,980 - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--7.4% American Express Co. 63,000 3,361,050 - -------------------------------------------------------------------------------- Citigroup, Inc. 275,800 13,527,990 - -------------------------------------------------------------------------------- JPMorgan Chase & Co. 164,200 6,129,586 - -------------------------------------------------------------------------------- 1 | Oppenheimer Quest Capital Value Fund, Inc. STATEMENT OF INVESTMENTS January 31, 2005/Unaudited Shares Value - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES CONTINUED Merrill Lynch & Co., Inc. 127,500 $ 7,658,925 ------------------ 30,677,551 - -------------------------------------------------------------------------------- INSURANCE--0.6% Platinum Underwriters Holdings Ltd. 89,000 2,628,170 - -------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE--2.5% MGIC Investment Corp. 161,400 10,313,460 HEALTH CARE--16.0% - -------------------------------------------------------------------------------- BIOTECHNOLOGY--1.5% Amgen, Inc. 1 96,700 6,018,608 - -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--4.3% Beckman Coulter, Inc. 122,600 8,214,200 - -------------------------------------------------------------------------------- Millipore Corp. 1 144,332 6,282,772 - -------------------------------------------------------------------------------- Varian, Inc. 1 83,500 3,334,155 ------------------ 17,831,127 - -------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES--8.2% Community Health Systems, Inc. 1 286,300 8,296,974 - -------------------------------------------------------------------------------- Covance, Inc. 1 157,500 6,693,750 - -------------------------------------------------------------------------------- DaVita, Inc. 1 178,800 7,502,448 - -------------------------------------------------------------------------------- Laboratory Corp. of America Holdings 1 243,100 11,632,335 ------------------ 34,125,507 - -------------------------------------------------------------------------------- PHARMACEUTICALS--2.0% Barr Pharmaceuticals, Inc. 1 140,500 6,680,775 - -------------------------------------------------------------------------------- Par Pharmaceutical Cos., Inc. 1 46,200 1,750,980 ------------------ 8,431,755 INDUSTRIALS--25.9% - -------------------------------------------------------------------------------- AEROSPACE & DEFENSE--3.7% Alliant Techsystems, Inc. 1 226,726 15,095,417 - -------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--2.5% Aramark Corp., Cl. B 237,400 6,170,026 - -------------------------------------------------------------------------------- Dun & Bradstreet Corp. 1 72,000 4,183,200 ------------------ 10,353,226 - -------------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING--1.4% Dycom Industries, Inc. 1 211,600 5,749,172 - -------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT--1.2% AMETEK, Inc. 133,400 5,095,880 - -------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES--1.6% General Electric Co. 185,100 6,687,663 - -------------------------------------------------------------------------------- MACHINERY--9.8% Actuant Corp., Cl. A 1 151,100 7,894,975 - -------------------------------------------------------------------------------- Eaton Corp. 171,100 11,633,089 - -------------------------------------------------------------------------------- Gardner Denver, Inc. 1 55,500 2,101,230 - -------------------------------------------------------------------------------- Oshkosh Truck Corp. 175,200 12,857,928 - -------------------------------------------------------------------------------- Wabash National Corp. 1 239,100 6,068,358 ------------------ 40,555,580 - -------------------------------------------------------------------------------- ROAD & RAIL--5.7% Canadian National Railway Co. 224,750 13,361,388 - -------------------------------------------------------------------------------- 2 | Oppenheimer Quest Capital Value Fund, Inc. STATEMENT OF INVESTMENTS January 31, 2005/Unaudited Shares Value - -------------------------------------------------------------------------------- ROAD & RAIL CONTINUED Pacer International, Inc. 1 533,300 $ 10,431,348 ------------------ 23,792,736 INFORMATION TECHNOLOGY--4.7% - -------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--2.8% Amphenol Corp., Cl. A 1 107,300 4,220,109 - -------------------------------------------------------------------------------- Arrow Electronics, Inc. 1 257,300 6,074,853 - -------------------------------------------------------------------------------- Jabil Circuit, Inc. 1 60,200 1,418,914 ------------------ 11,713,876 - -------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.9% Intel Corp. 180,000 4,041,000 - -------------------------------------------------------------------------------- Texas Instruments, Inc. 169,000 3,922,490 ------------------ 7,963,490 MATERIALS--2.3% - -------------------------------------------------------------------------------- CONTAINERS & PACKAGING--0.6% Smurfit-Stone Container Corp. 167,300 2,516,192 - -------------------------------------------------------------------------------- METALS & MINING--1.7% Inco Ltd. 1 217,400 7,154,634 TELECOMMUNICATION SERVICES--0.6% - -------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES--0.6% Iowa Telecommunications Services, Inc. 128,500 2,602,125 UTILITIES--1.8% - -------------------------------------------------------------------------------- ELECTRIC UTILITIES--1.8% Cinergy Corp. 188,300 7,586,607 ------------------ Total Common Stocks (Cost $334,174,262) 392,965,579 Principal Amount - -------------------------------------------------------------------------------- SHORT-TERM NOTES--7.1% - -------------------------------------------------------------------------------- American Express Credit Corp., 2.35%, 2/28/05 $ 8,000,000 7,985,900 - -------------------------------------------------------------------------------- Federal Home Loan Bank: 2.10%, 2/1/05 3,218,000 3,218,000 2.21%, 2/14/05 8,175,000 8,168,358 2.27%, 2/18/05 10,000,000 9,989,281 ------------------ Total Short-Term Notes (Cost $29,361,539) 29,361,539 - -------------------------------------------------------------------------------- Total Investments, at Value (excluding Investments Purchased with Cash Collateral from Securities Loaned) (Cost $363,535,801) 422,327,118 - -------------------------------------------------------------------------------- INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED--1.9% - -------------------------------------------------------------------------------- REPURCHASE AGREEMENTS--1.9% Undivided interest of 0.30% in joint repurchase agreement (Principal Amount/Value $2,600,000,000, with a maturity value of $2,600,184,167) with Nomura Securities, 2.55%, dated 1/31/05, to be repurchased at $7,840,726 on 2/1/05, collateralized by U.S. Government Mortgage Agencies, 0%-7%, 1/15/08-3/15/46, with a value of $2,698,299,235 2 7,840,171 7,840,171 ------------------ Total Investments Purchased with Cash Collateral from Securities Loaned (Cost $7,840,171) 7,840,171 3 | Oppenheimer Quest Capital Value Fund, Inc. STATEMENT OF INVESTMENTS January 31, 2005/Unaudited VALUE - -------------------------------------------------------------------------------- Total Investments, at Value (Cost $371,375,972) 103.7% $ 430,167,289 - -------------------------------------------------------------------------------- Liabilities in Excess of Other Assets (3.7) (15,435,426) -------------------------------- Net Assets 100.0% $ 414,731,863 ================================ Footnotes to Statement of Investments 1. Non-income producing security. 2. The security has been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower's return of the securities loaned. See accompanying Notes to Quarterly Statement of Investments. FEDERAL TAX. The approximate aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of January 31, 2005 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses. Federal tax cost of securities $371,375,972 ============= Gross unrealized appreciation $ 62,577,052 Gross unrealized depreciation (3,785,735) ------------- Net unrealized appreciation $ 58,791,317 ============= NOTES TO QUARTERLY STATEMENT OF INVESTMENTS SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities will be valued at the mean between the "bid" and "asked" prices. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Directors. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign and domestic securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Directors. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in U.S. 4 | Oppenheimer Quest Capital Value Fund, Inc. STATEMENT OF INVESTMENTS January 31, 2005/Unaudited dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. Foreign exchange rates may be valued primarily using dealer supplied valuations or a portfolio pricing service authorized by the Board of Directors. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. FOREIGN CURRENCY CONTRACTS. A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. The Fund may enter into foreign currency contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection from adverse exchange rate fluctuation. Risks to the Fund include the potential inability of the counterparty to meet the terms of the contract. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using prevailing foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations with the change in unrealized appreciation or depreciation. The Fund may realize a gain or loss upon the closing or settlement of the foreign transaction. Contracts closed or settled with the same broker are recorded as net realized gains or losses. Such realized gains and losses are reported with all other foreign currency gains and losses in the Statement of Operations. As of January 31, 2005, the Fund had no outstanding foreign currency contracts. SECURITIES LENDING. The Fund lends portfolio securities from time to time in order to earn additional income. In return, the Fund receives collateral in the form of US Treasury obligations or cash, against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The Fund retains a portion of the interest earned from the collateral. The Fund also continues to receive interest or dividends paid on the securities loaned. As of January 31, 2005, the Fund had on loan securities valued at $7,867,700. Collateral of $7,840,171 was received for the loans, all of which was received in cash and subsequently invested in approved instruments. 5 | Oppenheimer Quest Capital Value Fund, Inc. ITEM 2. CONTROLS AND PROCEDURES. (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of January 31, 2005, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 3. EXHIBITS. (a) Exhibits attached hereto. (Attach certifications as exhibits) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Oppenheimer Quest Capital Value Fund, Inc. By: /s/John V. Murphy ----------------- John V. Murphy Chief Executive Officer Date: March 17, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/John V. Murphy ----------------- John V. Murphy Chief Executive Officer Date: March 17, 2005 By: /s/Brian W. Wixted ------------------ Brian W. Wixted Chief Financial Officer Date: March 17, 2005 EX-99.CERT 2 rq835_15148ex99-302.txt RQ835_15148EX99-302.TXT Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, John V. Murphy, certify that: -------------- 1. I have reviewed this report on Form N-Q of Oppenheimer Quest Capital Value Fund, 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) 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) 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; (c) 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 a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) 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 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(s) and I have disclosed 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. /s/John V. Murphy - ----------------- John V. Murphy Chief Executive Officer Date: March 17, 2005 Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, Brian W. Wixted, certify that: --------------- 1. I have reviewed this report on Form N-Q of Oppenheimer Quest Capital Value Fund, 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) 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) 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; (c) 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 a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) 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 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(s) and I have disclosed 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. /s/Brian W. Wixted - ------------------ Brian W. Wixted Chief Financial Officer Date: March 17, 2005 -----END PRIVACY-ENHANCED MESSAGE-----