##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





|xQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE 
|---------------------------------------------------------
|SECURITIES EXCHANGE ACT OF
1934                          
|                                                         
|For the Quarterly Period Ended March 29,
2003            
|                                                         
|OR                                                       
|                                                         
| ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|SECURITIES EXCHANGE ACT OF
1934                          





Commission file number 1-5064





Jostens, Inc.

(Exact name of Registrant as specified in its charter)





|Minnesota                                                      |  | 41-0343440                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification number)
|                                                              
|5501 Norman Center Drive, Minneapolis, Minnesota               |  | 55437                                  
|(Address of principal executive offices)                       |  | (Zip code)                             





Registrants telephone number: (952) 830-3300





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 requirement
for the past 90 days. Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes ̈No  x



On May 8, 2003, there were 8,956,238 shares of the
registrants common stock outstanding.



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##### Table of Contents

Jostens, Inc. and Subsidiaries



|Part I    Financial Information                                          |  | Page                                                                                                       
|------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------
|                                                                        
|Item 1.                                                                  |  | Financial Statements (Unaudited)                                                                           
|                                                                        
|                                                                         |  | Condensed Consolidated Statements of Operations for the three months endedMarch 29, 2003 and March 30, 2002
|                                                                        
|                                                                         |  | Condensed Consolidated Balance Sheets as of March 29, 2003, March 30, 2002 andDecember 28, 2002            
|                                                                        
|                                                                         |  | Condensed Consolidated Statements of Cash Flows for the three months endedMarch 29, 2003 and March 30, 2002
|                                                                        
|                                                                         |  | Notes to Condensed Consolidated Financial Statements                                                       
|                                                                        
|Item 2.                                                                  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      
|                                                                        
|Item 3.                                                                  |  | Quantitative and Qualitative Disclosures about Market Risk                                                 
|                                                                        
|Item 4.                                                                  |  | Controls and Procedures                                                                                    
|                                                                        
|Part II    Other
Information                                             |  |                                                                                                            
|                                                                        
|Item 1.                                                                  |  | Legal Proceedings                                                                                          
|                                                                        
|Item 6.                                                                  |  | Exhibits and Reports on Form 8-K                                                                           
|                                                                        
|Signatures                                                               |  | 14                                                                                                         
|                                                                        
|Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | 15                                                                                                         



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##### Table of Contents

PART I    FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS



JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                             |  | Three months ended |        
|------------------------------------------------------------ |  | ------------------ | -------
|In thousands, except per share data                          |  | March 29, 2003     |        
|Net sales                                                    |  | $                  | 121,524
|Cost of products sold                                        |  |                    | 50,745 
|                                                             |  |                    |        
|Gross profit                                                 |  |                    | 70,779 
|Selling and administrative expenses                          |  |                    | 71,458 
|                                                             |  |                    |        
|Operating income (loss)                                      |  |                    | (679   
|Net interest expense                                         |  |                    | 13,940 
|                                                             |  |                    |        
|Loss before income taxes                                     |  |                    | (14,619
|Benefit from income taxes                                    |  |                    | (6,021 
|                                                             |  |                    |        
|Net loss                                                     |  |                    | (8,598 
|Dividends and accretion on redeemable preferred shares       |  |                    | (3,205 
|                                                             |  |                    |        
|Net loss available to common shareholders                    |  | $                  | (11,803
|                                                             |  |                    |        
|                                                            
|Basic net loss per common share                              |  | $                  | (1.32  
|                                                            
|Diluted net loss per common share                            |  | $                  | (1.32  
|                                                            
|Weighted average common shares outstanding                   |  |                    | 8,956  
|Dilutive effect of warrants and stock options                |  |                    |       
|                                                             |  |                    |        
|Weighted average common shares outstanding assuming dilution |  |                    | 8,956  
|                                                             |  |                    |        





The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.



1



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##### Table of Contents

JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|In thousands, except per share data                                                                                                                                                                                              |  | March 29, 2003 |          |   | March 30, 2002 |   |          | December 28, 2002 | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | -------------- | - | -------- | ----------------- | 
|ASSETS                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                
|Current assets                                                                                                                                                                                                                   |  |                |          |   |                |   |          |                   | 
|Cash and cash equivalents                                                                                                                                                                                                        |  | $              | 20,868   |   |                | $ | 62,228   |                   | 
|Accounts receivable, net (Note 6)                                                                                                                                                                                                |  |                | 46,193   |   |                |   | 49,959   |                   | 
|Inventories, net (Note 6)                                                                                                                                                                                                        |  |                | 108,484  |   |                |   | 105,715  |                   | 
|Salespersons overdrafts, net of allowance of $8,567, $6,623 and $8,034                                                                                                                                                           |  |                | 31,110   |   |                |   | 27,130   |                   | 
|Other current assets, including deferred tax assets of $13,631, $19,964 and
$13,631                                                                                                                                              |  |                | 25,133   |   |                |   | 30,684   |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|Total current assets                                                                                                                                                                                                             |  |                | 231,788  |   |                |   | 275,716  |                   | 
|Noncurrent assets                                                                                                                                                                                                                |  |                |          |   |                |   |          |                   | 
|Goodwill and other intangibles, net                                                                                                                                                                                              |  |                | 19,975   |   |                |   | 14,061   |                   | 
|Deferred financing costs, net                                                                                                                                                                                                    |  |                | 21,681   |   |                |   | 26,425   |                   | 
|Other                                                                                                                                                                                                                            |  |                | 37,216   |   |                |   | 33,771   |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|Total other assets                                                                                                                                                                                                               |  |                | 78,872   |   |                |   | 74,257   |                   | 
|                                                                                                                                                                                                                                
|Property and equipment                                                                                                                                                                                                           |  |                | 279,718  |   |                |   | 270,692  |                   | 
|Less accumulated depreciation                                                                                                                                                                                                    |  |                | (215,783 | ) |                |   | (204,366 | )                 | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|Property and equipment, net                                                                                                                                                                                                      |  |                | 63,935   |   |                |   | 66,326   |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|                                                                                                                                                                                                                                 |  | $              | 374,595  |   |                | $ | 416,299  |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|                                                                                                                                                                                                                                
|LIABILITIES AND SHAREHOLDERS
DEFICIT                                                                                                                                                                                           
|                                                                                                                                                                                                                                
|Current liabilities                                                                                                                                                                                                              |  |                |          |   |                |   |          |                   | 
|Short-term borrowings                                                                                                                                                                                                            |  | $              | 9,520    |   |                | $ |         |                   | 
|Commissions payable                                                                                                                                                                                                              |  |                | 21,531   |   |                |   | 20,109   |                   | 
|Customer deposits                                                                                                                                                                                                                |  |                | 189,863  |   |                |   | 181,830  |                   | 
|Income taxes payable                                                                                                                                                                                                             |  |                |         |   |                |   | 13,177   |                   | 
|Interest payable                                                                                                                                                                                                                 |  |                | 16,579   |   |                |   | 14,844   |                   | 
|Current portion of long-term debt                                                                                                                                                                                                |  |                | 17,094   |   |                |   | 20,966   |                   | 
|Other accrued liabilities                                                                                                                                                                                                        |  |                | 55,468   |   |                |   | 60,069   |                   | 
|Current liabilities of discontinued operations                                                                                                                                                                                   |  |                | 3,672    |   |                |   | 9,888    |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|Total current liabilities                                                                                                                                                                                                        |  |                | 313,727  |   |                |   | 320,883  |                   | 
|                                                                                                                                                                                                                                
|Noncurrent liabilities                                                                                                                                                                                                           |  |                |          |   |                |   |          |                   | 
|Long-term debt  less current maturities, net of unamortized originalissue
discount of $16,011, $17,852 and $16,343                                                                                                              |  |                | 563,666  |   |                |   | 626,308  |                   | 
|Other noncurrent liabilities, including deferred tax liabilities of $10,053, $4,035 and
$9,668                                                                                                                                   |  |                | 17,076   |   |                |   | 15,063   |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|Total liabilities                                                                                                                                                                                                                |  |                | 894,469  |   |                |   | 962,254  |                   | 
|                                                                                                                                                                                                                                
|Commitments and contingencies                                                                                                                                                                                                    |  |                |          |   |                |   |          |                   | 
|                                                                                                                                                                                                                                
|Redeemable preferred shares $.01 par value, liquidation preference: $87,302;
authorized: 308 shares; issued and outstanding: March 29, 2003  87; March 30, 2002  76; December 28, 2002  84                                    |  |                | 73,995   |   |                |   | 61,826   |                   | 
|Preferred shares $.01 par value, authorized: 4,000 shares; issued and outstanding in the
form of redeemable preferred shares listed above: March 29, 2003  87; March 30, 2002  76: December 28, 2002  84; undesignated: 3,913 |  |                |         |   |                |   |         |                   | 
|                                                                                                                                                                                                                                
|Shareholders deficit                                                                                                                                                                                                            |  |                |          |   |                |   |          |                   | 
|Common shares (Note 10)                                                                                                                                                                                                          |  |                | 1,003    |   |                |   | 1,006    |                   | 
|Additional paid-in-capital  warrants                                                                                                                                                                                            |  |                | 20,964   |   |                |   | 24,733   |                   | 
|Officer notes receivable                                                                                                                                                                                                         |  |                | (1,647   | ) |                |   | (1,660   | )                 | 
|Accumulated deficit                                                                                                                                                                                                              |  |                | (603,808 | ) |                |   | (620,227 | )                 | 
|Accumulated other comprehensive loss                                                                                                                                                                                             |  |                | (10,381  | ) |                |   | (11,633  | )                 | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|Total shareholders deficit                                                                                                                                                                                                      |  |                | (593,869 | ) |                |   | (607,781 | )                 | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 
|                                                                                                                                                                                                                                 |  | $              | 374,595  |   |                | $ | 416,299  |                   | 
|                                                                                                                                                                                                                                 |  |                |          |   |                |   |          |                   | 



The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.



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JOSTENS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                  |  | Three months ended |        
|--------------------------------------------------------------------------------- |  | ------------------ | -------
|In thousands                                                                      |  | March 29, 2003     |        
|Operating activities                                                              |  |                    |        
|Net loss                                                                          |  | $                  | (8,598 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |                    |        
|Depreciation                                                                      |  |                    | 5,513  
|Amortization of debt discount and deferred financing costs                        |  |                    | 1,316  
|Other amortization                                                                |  |                    | 692    
|Other non-cash operating activities                                               |  |                    | 118    
|Changes in assets and liabilities:                                                |  |                    |        
|Accounts receivable                                                               |  |                    | 12,843 
|Inventories                                                                       |  |                    | (39,032
|Salespersons overdrafts                                                           |  |                    | (5,525 
|Prepaid expenses and other current assets                                         |  |                    | (2,888 
|Accounts payable                                                                  |  |                    | 969    
|Accrued employee compensation and related taxes                                   |  |                    | (7,483 
|Commissions payable                                                               |  |                    | 5,837  
|Customer deposits                                                                 |  |                    | 55,948 
|Income taxes payable                                                              |  |                    | (7,404 
|Interest payable                                                                  |  |                    | 5,790  
|Other                                                                             |  |                    | 489    
|                                                                                  |  |                    |        
|Net cash provided by operating activities                                         |  |                    | 18,585 
|                                                                                  |  |                    |        
|Investing activities                                                              |  |                    |        
|Acquisition of business, net of cash acquired                                     |  |                    | (4,951 
|Purchases of property and equipment                                               |  |                    | (3,541 
|Other investing activities, net                                                   |  |                    | (163   
|                                                                                  |  |                    |        
|Net cash used for investing activities                                            |  |                    | (8,655 
|                                                                                  |  |                    |        
|Change in cash and cash equivalents                                               |  |                    | 9,930  
|Cash and cash equivalents, beginning of period                                    |  |                    | 10,938 
|                                                                                  |  |                    |        
|Cash and cash equivalents, end of period                                          |  | $                  | 20,868 
|                                                                                  |  |                    |        





The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.



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Notes to Condensed Consolidated Financial Statements (Unaudited)

Jostens, Inc. and subsidiaries



|1. |  | Basis of Presentation
|-- |  | ---------------------



We prepared our accompanying unaudited condensed consolidated financial statements following the requirements of the Securities and Exchange Commission
(SEC) for interim reporting. As permitted under those rules, certain notes or other financial information normally required by accounting principles generally accepted in the United States of America have been condensed or omitted. Therefore, we
suggest that these financial statements be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 28, 2002 (2002 Form 10-K). The Condensed Consolidated Balance
Sheet as of December 28, 2002 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by generally accepted accounting principles for complete financial
information.



Revenues, expenses, cash flows, assets and
liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.



In our opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of
normal recurring items) considered necessary to present fairly, when read in conjunction with the 2002 Form 10-K, our financial position, results of operations and cash flows for the periods presented. Certain balances have been reclassified to
conform to the 2003 presentation.



|2. |  | Earnings (Loss) Per Common Share
|-- |  | --------------------------------



Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding
common shares. Diluted earnings (loss) per share are computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares and common share equivalents. Common share equivalents include
the dilutive effects of warrants and options.



For the quarters
ended March 29, 2003 and March 30, 2002, approximately 0.8 million and 1.0 million shares of common stock equivalents, respectively, were excluded in the computation of diluted earnings (loss) per share since they were antidilutive due to the net
loss incurred in each period.



|3. |  | Stock-Based Compensation
|-- |  | ------------------------



We apply the intrinsic method prescribed by Accounting Principles Board Opinion (APB) 25, Accounting for Stock Issued to Employees,and
related interpretations in accounting for stock options granted to employees and non-employee directors. Accordingly, no compensation cost has been reflected in net income (loss) for these plans since all options are granted at or above fair value.
The following table illustrates the effect on net income (loss) and earnings (loss) per share if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) 123, Accounting for Stock-Based
Compensation.



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Notes to Condensed Consolidated Financial Statements (Unaudited)

Jostens, Inc. and subsidiaries





|                                                                                                                                   |  | Three months ended |        
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------
|In thousands, except per-share data                                                                                                |  | March 29, 2003     |        
|Net loss available to common shareholders                                                                                          |  |                    |        
|As reported                                                                                                                        |  | $                  | (11,803
|Deduct total stock-based employee compensation expense determined under fair value based
method for all awards, net of tax effects |  |                    | (116   
|                                                                                                                                   |  |                    |        
|Proforma net loss available to common shareholders                                                                                 |  | $                  | (11,919
|                                                                                                                                   |  |                    |        
|                                                                                                                                  
|Net loss per share                                                                                                                 |  |                    |        
|Basic  as reported                                                                                                                |  | $                  | (1.32  
|Basic  pro forma                                                                                                                  |  | $                  | (1.33  
|                                                                                                                                  
|Diluted  as reported                                                                                                              |  | $                  | (1.32  
|Diluted  proforma                                                                                                                 |  | $                  | (1.33  



|4. |  | Comprehensive Loss
|-- |  | ------------------



Comprehensive loss and its components, net of tax, are as follows:



|                                                     |  | Three months ended |       
|---------------------------------------------------- |  | ------------------ | ------
|In thousands                                         |  | March 29, 2003     |       
|Net loss                                             |  | $                  | (8,598
|                                                    
|Change in cumulative translation adjustment          |  |                    | (152  
|Change in fair value of interest rate swap agreement |  |                    | 588   
|                                                     |  |                    |       
|                                                     |  |                    | 436   
|                                                     |  |                    |       
|Comprehensive loss                                   |  | $                  | (8,162
|                                                     |  |                    |       



The following amounts
were included in accumulated other comprehensive loss (AOCL) as of March 29, 2003:



|In thousands                 |  | Foreign currency translation |        |   | Minimum pension liability |   |        | Fair value of interest rate swap |  |   | Accumulated other comprehensive loss |  
|---------------------------- |  | ---------------------------- | ------ | - | ------------------------- | - | ------ | -------------------------------- |  | - | ------------------------------------ | -
|Balance at December 28, 2002 |  | $                            | (6,166 | ) |                           | $ | (3,329 | )                                |  | $ | (1,322                               | )
|Current period change        |  |                              | (152   | ) |                           |   |       |                                  |  |   | 588                                  |  
|                             |  |                              |        |   |                           |   |        |                                  |  |   |                                      |  
|Balance at March 29, 2003    |  | $                            | (6,318 | ) |                           | $ | (3,329 | )                                |  | $ | (734                                 | )
|                             |  |                              |        |   |                           |   |        |                                  |  |   |                                      |  



|5. |  | Derivative Financial Instruments
|-- |  | --------------------------------



Interest Rate Risk Management

We use a floating-to-fixed cash flow interest rate swap to modify risk from interest rate fluctuations in our underlying debt. Our senior secured credit facility bears a variable interest rate predominantly linked to LIBOR. The
interest rate provided by the swap agreement is fixed at approximately 7.0% as opposed to LIBOR. Notional amounts outstanding as of March 29, 2003, March 30, 2002 and December 28, 2002 were $70.0 million, $100.0 million and $70.0 million,
respectively, and will mature in 2003. We expect that pre-tax costs totaling $1.2 million, which are recorded in AOCL at March 29, 2003, and represent the difference in fair value between the fixed rate of the swap agreement and the variable rate of
the term note, will be recognized in 2003 as part of interest expense. The fair value of the interest rate swap is based on current settlement values and as of March 29, 2003, March 30, 2002 and December 28, 2002 was a liability of $1.2 million
($0.7 million net of tax), $4.2 million ($2.5 million net of tax) and $2.2 million ($1.3



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Notes to Condensed Consolidated Financial Statements (Unaudited)

Jostens, Inc. and subsidiaries



million net of tax), respectively, which is included in our Condensed Consolidated Balance Sheet in other accrued liabilities or other
noncurrent liabilities, as applicable.



|6. |  | Accounts Receivable and Inventories
|-- |  | -----------------------------------



Net accounts receivable were comprised of the following:



|In thousands                    |  | March 29, 2003 |        |   | March 30, 2002 |   |        | December 28, 2002 | 
|------------------------------- |  | -------------- | ------ | - | -------------- | - | ------ | ----------------- | 
|Trade receivables               |  | $              | 56,496 |   |                | $ | 61,552 |                   | 
|Allowance for doubtful accounts |  |                | (2,718 | ) |                |   | (3,666 | )                 | 
|Allowance for sales returns     |  |                | (7,585 | ) |                |   | (7,927 | )                 | 
|                                |  |                |        |   |                |   |        |                   | 
|Total accounts receivable, net  |  | $              | 46,193 |   |                | $ | 49,959 |                   | 
|                                |  |                |        |   |                |   |        |                   | 



Net inventories were
comprised of the following:



|In thousands              |  | March 29, 2003 |         |   | March 30, 2002 |   |         | December 28, 2002 | 
|------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | ----------------- | 
|Raw material and supplies |  | $              | 13,667  |   |                | $ | 11,695  |                   | 
|Work-in-process           |  |                | 60,018  |   |                |   | 59,576  |                   | 
|Finished goods            |  |                | 37,241  |   |                |   | 37,119  |                   | 
|Reserve for obsolescence  |  |                | (2,442  | ) |                |   | (2,675  | )                 | 
|                          |  |                |         |   |                |   |         |                   | 
|Total inventories, net    |  | $              | 108,484 |   |                | $ | 105,715 |                   | 
|                          |  |                |         |   |                |   |         |                   | 



|7. |  | Goodwill and Other Intangible Assets
|-- |  | ------------------------------------



The changes in the net carrying amount of goodwill were as follows:



|In thousands                        |  |  
|----------------------------------- |  | -
|Balance at December 28, 2002        |  | $
|Goodwill acquired during the period |  |  
|Currency translation                |  |  
|                                    |  |  
|Balance at March 29, 2003           |  | $
|                                    |  |  



In January 2003, we
acquired the assets of a photography business for $5.0 million in cash. The acquisition was recorded using the purchase method of accounting. The preliminary purchase price allocation was $0.2 million to net tangible assets and $4.8 million to
goodwill. The operating results of this acquisition are included in our consolidated financial statements from the date of the acquisition. Pro forma results of operations have not been presented since the effect of this acquisition on our financial
position and results of operations is not material.



Net
amortizable intangible assets as of March 29, 2003 and December 28, 2002 were $0.7 million and $0.5 million, respectively. There were no amortizable intangibles assets as of March 30, 2002.



|8. |  | Financing Arrangements
|-- |  | ----------------------



Long-term debt consists of the following:





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Notes to Condensed Consolidated Financial Statements (Unaudited)

Jostens, Inc. and subsidiaries



|In thousands                                                                                                                                                                                                                                                          |  | March 29, 2003 |         | March 30, 2002 |   | December 28, 2002
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | -------------- | - | -----------------
|Borrowings under senior secured credit facility:                                                                                                                                                                                                                      |  |                |         |                |   |                  
|Term Loan A, variable rate, 3.54 percent at March 29, 2003, 4.28 percent at March 30,
2002 and 3.65 percent at December 28, 2002, with semi-annual principal and interest payments through May 2006                                                                   |  | $              | 58,602  |                | $ | 108,187          
|Term Loan B, variable rate, 5.53 percent at March 30, 2002                                                                                                                                                                                                            |  |                |        |                |   | 331,939          
|Term Loan C, variable rate, 4.04 percent at March 29, 2003 and 4.15 percent at December
28, 2002, with semi-annual principal and interest payments through December 2009                                                                                              |  |                | 320,669 |                |   |                 
|Senior subordinated notes, 12.75 percent fixed rate, net of discounts of $16,011 at
March 29, 2003, $17,852 at March 30, 2002 and $16,343 at December 28, 2002, with semi-annual interest payments of $13.9 million, principal due and payable at maturity  May 2010 |  |                | 201,489 |                |   | 207,148          
|                                                                                                                                                                                                                                                                      |  |                |         |                |   |                  
|                                                                                                                                                                                                                                                                      |  |                | 580,760 |                |   | 647,274          
|Less current portion                                                                                                                                                                                                                                                  |  |                | 17,094  |                |   | 20,966           
|                                                                                                                                                                                                                                                                      |  |                |         |                |   |                  
|                                                                                                                                                                                                                                                                      |  | $              | 563,666 |                | $ | 626,308          
|                                                                                                                                                                                                                                                                      |  |                |         |                |   |                  



We have a $150.0 million
revolving credit facility that expires on May 31, 2006. As of March 29, 2003, there was $9.5 million outstanding in the form of short-term borrowings at our Canadian subsidiary at a weighted average interest rate of 7.0% and an additional $9.9
million outstanding in the form of letters of credit, leaving $130.6 million available under this facility.



The senior secured credit facility and the senior subordinated notes contain certain cross-default provisions whereby a violation of a covenant under one debt obligation would, consequently, violate
covenants under the other debt obligation. As of March 29, 2003, we were in compliance with all covenants.



As of March 29, 2003, March 28, 2002 and December 28, 2002, the fair value of our debt, excluding the senior subordinated notes, approximated its carrying value and is estimated based on quoted market
prices for comparable instruments. The fair value of the senior subordinated notes as of March 29, 2003, March 28, 2002 and December 28, 2002 was $242.3 million, $250.2 million and $242.2 million, respectively, based on the quoted market price.



|9. |  | Commitments
|-- |  | -----------



We are subject to market risk associated with changes in the price of gold. To mitigate our commodity price risk, we enter into gold forward contracts to
purchase gold based upon the estimated ounces needed to satisfy projected customer requirements. Our purchase commitment at March 29, 2003 was $13.5 million with delivery dates occurring throughout 2003. These forward purchase contracts are
considered normal purchases and therefore not subject to the requirements of SFAS 133. The fair market value of our open gold forward contracts as of March 29, 2003 was $14.0 million and was calculated by valuing each contract at quoted futures
prices.



Forward contracts used to purchase inventory for which
we have firm purchase commitments qualify as accounting hedges, therefore gains or losses on the contracts are deferred and recognized in income when the inventory is sold. Counter parties expose us to loss in the event of nonperformance as measured
by the unrealized gain on the contracts. Exposure on our open gold forward contracts as of March 29, 2003 was $0.5 million.



|10. |  | Shareholders Deficit
|--- |  | ---------------------



Our common stock consists of Class A through Class E common stock as well as undesignated common stock. Holders of Class A common
stock are entitled to one vote per share, whereas holders of Class D



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Notes to Condensed Consolidated Financial Statements (Unaudited)

Jostens, Inc. and subsidiaries



common stock are entitled to 306.55 votes per share. Holders of Class B, Class C and Class E common stock have no voting rights.



The par value and number of authorized, issued and outstanding shares for each
class of common stock is set forth below:



|                                    |  |           |  | Issued and Outstanding Shares
|----------------------------------- |  | --------- |  | -----------------------------
|In thousands, except par value data |  | Par Value |  | Authorized Shares            
|Class A                             |  | $.33 1/3  |  | 4,200                        
|Class B                             |  | $.01      |  | 5,300                        
|Class C                             |  | $.01      |  | 2,500                        
|Class D                             |  | $.01      |  | 20                           
|Class E                             |  | $.01      |  | 1,900                        
|Undesignated                        |  | $.01      |  | 12,020                       
|                                    |  |           |  |                              
|                                    |  |           |  | 25,940                       
|                                    |  |           |  |                              



|11. |  | Discontinued Operations
|--- |  | -----------------------



In conjunction with exiting our Recognition business on December 3, 2001, we recorded a $27.4 million pre-tax loss on disposal for the discontinued
segment in 2001. The pre-tax loss on disposal consisted of a non-cash charge of $11.1 million to write off certain net assets of the Recognition business plus a $16.3 million charge for accrued costs related to exiting the Recognition business.
Components of the accrued disposal costs are as follows:



|In thousands                                            |  | Initial charge |        | Prior accrual |   | Net adjustments in 2002 |      |   | Utilization |   |  | Balance March 29, 2003
|------------------------------------------------------- |  | -------------- | ------ | ------------- | - | ----------------------- | ---- | - | ----------- | - |  | ----------------------
|                                                        |  |                |        | 2002          |   |                         | 2003 |   |            
|Employee separation benefits and other related costs    |  | $              | 6,164  |               | $ |                        |      | $ | (523        | ) |  | $                     
|Phase-out costs of exiting the Recognition business     |  |                | 4,255  |               |   |                        |      |   | (1,365      | ) |  |                       
|Salesperson transition benefits                         |  |                | 2,855  |               |   | 1,236                   |      |   | (191        | ) |  |                       
|Other costs related to exiting the Recognition business |  |                | 3,018  |               |   | 1,434                   |      |   | (228        | ) |  |                       
|                                                        |  |                |        |               |   |                         |      |   |             |   |  |                       
|                                                        |  | $              | 16,292 |               | $ | 2,670                   |      | $ | (2,307      | ) |  | $                     
|                                                        |  |                |        |               |   |                         |      |   |             |   |  |                       



Separation benefits will
continue to be paid out in 2003 over the benefit period as specified under our severance plan and transition benefits will continue to be paid through 2004.





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ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS



Our disclosure and
analysis in this report may contain forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking
terminology such as may, will, expect, intend, estimate, anticipate, believe, project, or continue, or the negative thereof or similar words.
From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this report and in any public statements we make may turn out to be wrong.
They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially. Investors are cautioned not to place undue
reliance on any forward-looking statements. Investors should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and
uncertainties.



Any change in the following factors may adversely
affect our financial results:



| |  |  | our ability to satisfy our debt obligations, including related covenants;
| | - |  | -------------------------------------------------------------------------



| |  |  | the seasonality of our sales and operating income;
| | - |  | --------------------------------------------------



| |  |  | our relationship with our independent sales representatives and employees;
| | - |  | --------------------------------------------------------------------------



| |  |  | the fluctuating prices of raw materials, primarily gold;
| | - |  | --------------------------------------------------------



| |  |  | our dependence on a key supplier for our synthetic and semiprecious stones;
| | - |  | ---------------------------------------------------------------------------



| |  |  | fashion and demographic trends;
| | - |  | -------------------------------



| |  |  | the competitive environment;
| | - |  | ----------------------------



| |  |  | general economic, business and market trends and events;
| | - |  | --------------------------------------------------------



| |  |  | litigation cases, if decided against us; and
| | - |  | --------------------------------------------



| |  |  | a trend of greater environmental awareness and increasingly stringent regulations, which may impose substantial costs upon us.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



The foregoing factors are not exhaustive, and new factors may emerge or
changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements.



In the text below, financial statement amounts have been rounded and the
percentage changes are based on the financial statements.



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RESULTS OF OPERATIONS



The following table sets forth selected information from
our Condensed Consolidated Statements of Operations expressed as a percentage of net sales.



|                                    |  | Three months ended |         |   |                |  
|----------------------------------- |  | ------------------ | ------- | - | -------------- | -
|Dollars in thousands                |  | March 29, 2003     |         |   | March 30, 2002 |  
|Net sales                           |  | $                  | 121,524 |   |                | $
|% of net sales                      |  |                    | 100.0%  |   |                |  
|                                   
|Cost of products sold               |  |                    | 50,745  |   |                |  
|% of net sales                      |  |                    | 41.8%   |   |                |  
|                                    |  |                    |         |   |                |  
|Gross profit                        |  |                    | 70,779  |   |                |  
|% of net sales                      |  |                    | 58.2%   |   |                |  
|                                   
|Selling and administrative expenses |  |                    | 71,458  |   |                |  
|% of net sales                      |  |                    | 58.8%   |   |                |  
|                                    |  |                    |         |   |                |  
|Operating income (loss)             |  |                    | (679    | ) |                |  
|% of net sales                      |  |                    | -0.6%   |   |                |  
|                                   
|Net interest expense                |  |                    | 13,940  |   |                |  
|% of net sales                      |  |                    | 11.5%   |   |                |  
|                                    |  |                    |         |   |                |  
|Loss before income taxes            |  |                    | (14,619 | ) |                |  
|% of net sales                      |  |                    | -12.0%  |   |                |  
|                                   
|Benefit from income taxes           |  |                    | (6,021  | ) |                |  
|% of net sales                      |  |                    | -5.0%   |   |                |  
|                                    |  |                    |         |   |                |  
|Net loss                            |  | $                  | (8,598  | ) |                | $
|                                    |  |                    |         |   |                |  
|% of net sales                      |  |                    | -7.1%   |   |                |  



Three Months Ended
March 29, 2003 Compared to the Three Months Ended March 30, 2002



Net Sales

Net sales increased $0.2 million, or less than 1%, to $121.5 million for the three months ended
March 29, 2003 from $121.3 million for the same period last year. The increase in net sales resulted from price increases yielding an aggregate effect of approximately 1.4% offset by a decline in volume/mix averaging approximately 1.2%. The
fluctuation attributable to price increases is net of the effect of a shift in jewelry product mix toward non-precious metals with lower price points.



The decrease in volume/mix was primarily due to the timing of deliveries for graduation products compared to last year as a result of difficulties
encountered in the implementation of a new enterprise resource planning (ERP) system. The outcome was a shift of some sales volume for the spring season from the first quarter to the second quarter in 2003, however, despite this delay, we still met
all of our customer deadlines. Lower commercial printing volume also contributed to the overall decline in volume/mix. These decreases were partially offset, however, by the timing of deliveries around the year-end holidays for jewelry compared to
last year and volume associated with our acquisition of a photography business.



Gross Profit

Gross profit decreased $2.8 million, or 3.9%, to $70.8 million for the three months ended March
29, 2003 from $73.6 million for the same prior year period. As a percentage of net sales, gross profit margin decreased 250 basis points to 58.2% for the current three-month period from 60.7% for the same period last



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year. The decrease in gross profit is primarily due to manufacturing inefficiencies associated with lower
than anticipated sales volume and additional production costs incurred to address the difficulties encountered with the ERP system implementation. In addition, gross profit results were negatively impacted by increased gold prices compared to last
year and a shift in jewelry product mix toward less profitable non-precious metals.



Selling and Administrative Expenses

Selling and administrative expenses increased $4.4 million, or
6.6%, to $71.5 million for the three months ended March 29, 2003 from $67.0 million for the same prior year period. As a percentage of net sales, selling and administrative expenses increased 360 basis points to 58.8% for the current three-month
period from 55.2% for the same period last year. The $4.4 million increase is primarily due to the following:



| |  |  | higher spending on information systems and customer service support to address the difficulties encountered with the ERP system implementation;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | severance costs associated primarily with headcount reductions;
| | - |  | ---------------------------------------------------------------



| |  |  | costs associated with the acquisition of a photography business; and
| | - |  | --------------------------------------------------------------------



| |  |  | higher commission expense affected by sales mix.
| | - |  | ------------------------------------------------



Net Interest Expense

Net
interest expense decreased $3.8 million to $13.9 million for the three months ended March 29, 2003 as compared to $17.7 million for the three months ended March 30, 2002. The decrease was due to a lower average outstanding debt balance and lower
average interest rates.



Provision for Income Taxes

Our effective tax rate was 41.2% for the three months ended March 29, 2003 compared to 41.5% for the same period last year.



Net Loss

Net loss increased $2.1 million, or 32.6%, to $8.6 million for the three months ended March 29, 2003 from $6.5 million for the same prior year period. In
summary, our results were impacted by decreased sales volume resulting in a lower gross profit margin and higher spending offset by lower net interest expense.



LIQUIDITY AND CAPITAL RESOURCES



Our primary cash needs are for debt service obligations, capital expenditures, working capital and general corporate purposes. As of March 29, 2003, we
had cash and cash equivalents of $20.9 million.



Operating
Activities

Operating activities generated cash of $18.6 million during the three months ended March 29, 2003 compared to $23.3
million for the same prior year period. The decline in operating cash flow was primarily the result of a $7.3 million decrease in operating income offset by the favorable impact of a $3.8 million decrease in net interest expense.



Investing Activities

In January 2003, we acquired the assets of a photography business for $5.0 million in cash. The operating results of this acquisition are included in our
consolidated financial statements from the date of acquisition.



Capital expenditures for the three months ended March 29, 2003 were $3.5 million compared to $3.9 million for the same period last year. The decrease is due to the timing of spending on information systems, expansion of our color
printing capacity and replacement projects compared to last year.



Financing Activities

We have a $150.0 million revolving credit facility that expires on May 31, 2006. As of
March 29, 2003, there was $9.5 million outstanding in the form of short-term borrowings at our Canadian subsidiary at a



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weighted average interest rate of 7.0% and an additional $9.9 million outstanding in the form of letters
of credit, leaving $130.6 million available under this facility.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Commodity Price Risk

We are
subject to market risk associated with changes in the price of gold. To mitigate our commodity price risk, we enter into gold forward contracts based upon the estimated ounces needed to satisfy projected customer requirements. We periodically
prepare a sensitivity analysis to estimate our exposure to market risk on our open gold forward purchase contracts. The market risk associated with these contracts was $0.9 million as of March 29, 2003 and was estimated as the potential loss in fair
value resulting from a hypothetical 10% adverse change in such prices and giving effect to the increase in fair value over our aggregate forward contract commitment.



There have been no material changes in our other exposures to market risk during the quarter ended March 29, 2003. For
additional information, refer to Item 7A of our 2002 Form 10-K.



ITEM 4.    CONTROLS AND PROCEDURES



Within 90 days prior to the date of filing this report, management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures that are designed to ensure that information that is required to be disclosed in our quarterly report is recorded, processed and summarized within time periods specified in the Securities and Exchange Commissions rules
and regulations and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to Jostens required to be
included in our periodic reports filed under the Securities Exchange Act of 1934, as amended.



There have been no significant changes in our internal controls or in other factors subsequent to the date of the evaluation that could significantly affect these controls.



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##### Table of Contents

PART II    OTHER INFORMATION



ITEM 1.    LEGAL PROCEEDINGS



Jostens continues to vigorously appeal the orders of the U.S. District Court in Orange County, California related to the Epicenter Recognition, Inc. (Epicenter) matter based upon substantive and procedural grounds. Our brief on
appeal was filed with the Court on February 13, 2003, the Brief of the Appellee was filed on April 18, 2003 and we anticipate filing our Reply Brief in May 2003.



Additional information regarding the Epicenter matter is set forth in Item 7, Managements Discussion and Analysis of
Financial Conditions and Results of Operations, and in Item 8, Note 8 of the Notes to Consolidated Financial Statements of our 2002 Form 10-K.



We are a party to other litigation arising in the normal course of business. We regularly analyze current information and, as necessary, provide accruals
for probable liabilities on the eventual disposition of these matters. We believe the effect on our consolidated results of operations, cash flows and financial position, if any, for the disposition of these matters, including the Epicenter matter
discussed above, will not be material.



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits
|--- |  | --------



| | 12 |  | Computation of Ratio of Earnings to Fixed Charges
| | -- |  | -------------------------------------------------



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



No reports on Form 8-K were filed by the registrant during the quarter ended March 29, 2003.



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##### Table of Contents

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.





|                   |  | JOSTENS, INC.              
|------------------ |  | ---------------------------
|                  
|Date: May 12, 2003 |  | /s/    ROBERT C. BUHRMASTER
|                   |  |                            
|                   |  |                            
|                  
|Date: May 12, 2003 |  | /s/    JOHN A.
FEENAN      
|                   |  |                            
|                   |  |                            



14



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##### Table of Contents



CERTIFICATIONS



I, Robert C.
Buhrmaster, Chairman of the Board and Chief Executive Officer of Jostens, Inc., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Jostens, Inc.;
|-- |  | --------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures 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 this period in which the quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Date: May 12, 2003 |  | /s/    ROBERT C.
BUHRMASTER
|------------------ |  | ---------------------------
|                   |  |                            
|                   |  |                            

|
|



15



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##### Table of Contents



CERTIFICATIONS



I, John A. Feenan, Sr.
Vice President and Chief Financial Officer of Jostens, Inc., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Jostens, Inc.;
|-- |  | --------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures 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 this period in which the quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Date: May 12, 2003 |  | /s/    JOHN A.
FEENAN
|------------------ |  | ---------------------
|                   |  |                      
|                   |  |                      



16