Exhibit 99.1

ITEM 9A - CONTROLS AND PROCEDURES

An evaluation was performed, under the supervision and with the participation of
Company management, including the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation of
the Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the "Act")). Based on
that evaluation, taking into account the recent report of the Company's
independent public accountants to the audit committee of the Company's board of
directors and other reports to the audit committee summarized below, management,
including the CEO and CFO, has concluded that, as of March 31, 2004, except for
the matters reported by Ernst & Young LLP ("E&Y"), the Company's independent
accountants, to management and the audit committee discussed in the next
paragraph, the Company's disclosure controls and procedures were effective to
ensure that information required to be disclosed in reports that the Company
files or submits under the Act is recorded, processed, summarized and reported
in accordance with the rules and forms of the Securities and Exchange
Commission. In the fourth fiscal quarter ending March 31, 2004, there had been
no change in the Company's internal control over financial reporting that has
materially affected, or is reasonably likely to affect, the Company's internal
control over financial reporting, except for certain matters set forth in the
last paragraph of this Item 9A.

As set forth in Item 8 of this Annual Report, E&Y issued an unqualified opinion
with respect to the financial statements for the fiscal year ended March 31,
2004. However, in connection with its fiscal year end audit procedures, E&Y
reported to management and to the audit committee that the combination of
identified reportable conditions under standards established by the American
Institute of Certified Public Accountants, internal control deficiencies at the
Company relating primarily to the internal control environment, the risk
assessment process and the monitoring process that assesses the quality of the
Company's internal control performance, which have been separately reported to
the audit committee, and year-end audit adjustments constitute a material
weakness in the Company's internal control over financial reporting. E&Y has
advised the Company, however, that none of these conditions or concerns
individually constitutes a material weakness.

Management and the audit committee believe that neither the matters reflected in
the reportable conditions nor the other deficiencies involving internal control,
individually or in the aggregate, had a material effect on the financial
statements of the Company for the fiscal year ended March 31, 2004. In addition,
management and the audit committee believe that no identified audit adjustments,
all of which were reflected in the reported financial statements, that affected
income and balance sheet classification had a material effect on the financial
statements for the fiscal year ended March 31, 2004 or prior fiscal years.

The matters involving reportable conditions and other internal control
deficiencies have been discussed in detail among management, the audit committee
of the Company's board of directors and E&Y. Management will evaluate the
specific reportable conditions and other internal control deficiencies
identified by E&Y and will develop, in consultation with E&Y and under the



direction of the audit committee, measures to enhance internal control systems
and procedures. The Company is taking actions to permit it to comply timely with
Section 404 of the Sarbanes-Oxley Act ("SOX") in respect of its internal control
over financial reporting for fiscal year 2005, including the engagement of
another independent accounting firm to assist it with respect to SOX 404
compliance measures, has added additional accounting resources, plans to
establish an internal audit function reporting to the audit committee and will
take such other remedial measures that may be recommended by the audit
committee. In addition to increased oversight by the audit committee, the board
of directors has appointed a non-executive chairman of the board, as previously
disclosed, and has nominated for election to the board of directors an
individual who has significant public accounting experience.


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