<PAGE>

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

                             ---------------------

                                  FORM 10-K/A

<Table>
<C>          <S>
 (Mark One)
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                   OR
    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
</Table>

                                   333-29727
                            (Commission File Number)

                                VIASYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                 <C>
                     DELAWARE                                            43-177752
           (State or other jurisdiction                              (I.R.S. Employer
         of incorporation or organization)                          Identification No.)
</Table>

                             101 SOUTH HANLEY ROAD
                           ST. LOUIS, MISSOURI 63105
                                 (314) 727-2087
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

     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 Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [ ]

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

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant. (The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such common equity, as of a specified date within 60
days prior to the date of filing.)

     NO ESTABLISHED PUBLISHED TRADING MARKET EXISTS FOR THE COMMON STOCK, PAR
VALUE $.01 PER SHARE, OF VIASYSTEMS, INC. ALL OF THE 1,000 OUTSTANDING SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF VIASYSTEMS, INC. ARE HELD BY
VIASYSTEMS GROUP, INC.

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

<Table>
<Caption>
               OUTSTANDING AT
                 MARCH 28,
   CLASS            2002
   -----       --------------
<S>            <C>
Common Stock       1,000
</Table>

                   DOCUMENTS INCORPORATED BY REFERENCE: NONE

     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

The section entitled "Recent Events" of Item 7 of Part II of the Registrant's
Form 10-K for the year ended December 31, 2001 is hereby amended as follows to
correct an error in the reference to the principal amount of Viasystems, Inc's
9 3/4 senior subordinated notes acquired in open market purchases by affiliates
of Hicks, Muse, Tate & Furst Incorporated:
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Certain information required by this item has been omitted as the
registrant meets the conditions of General Instruction I(1)(a) and (b) of Form
10-K and is therefore filing with the reduced disclosure format.

  CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires our
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis our management
evaluates its estimates and judgements. Our management bases its estimates and
judgements on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgements about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

     Our management believes the following critical accounting policies, among
others, affect our more significant judgements and estimates used in the
preparation of our consolidated financial statements:

          Accounts Receivable.  We perform ongoing credit evaluations of our
     customers and we adjust credit limits based upon each customer's payment
     history and current credit worthiness, as determined by credit information
     available at that time. We continuously monitor collections and payments
     from our customers and we maintain allowances for doubtful accounts for
     estimated losses resulting from the inability of our customers to make
     required payments. While such losses have historically been within our
     expectations and the provisions established, if the condition of our
     customers were to deteriorate, resulting in an impairment of their ability
     to make payments, additional allowances may be required.

          Inventories.  We write down our inventory for estimated obsolescence
     or unmarketable inventory equal to the difference between the cost of the
     inventory and the estimated market value based upon assumptions about
     future demand and market conditions. If actual future demand or market
     conditions are less favorable than those historically experienced or
     projected by us, additional inventory write-downs may be required.

          Valuation of Goodwill and other Intangible Assets.  We assess the
     impairment of goodwill and other identifiable intangible assets whenever
     events or changes in circumstances indicate that the carrying value may not
     be recoverable. Factors we consider important which could trigger an
     impairment review include, but are not limited to, the following:

          significant underperformance relative to historical or projected
     future operating results;

          significant changes in the manner of our use of the acquired assets or
     the strategy for our overall business;

          significant negative industry or economic trends; significant decline
     in our stock price for a sustained period; and

          our market capitalization relative to net book value.

          When we determine that the carrying value of goodwill and other
     intangible assets may not be recoverable based upon the existence of one or
     more of the above indicators of impairment, we measure any impairment bases
     on a projected discounted cash flow method using a discount rate determined
     by us to be commensurate with the risk inherent in our current business
     model. During the year ended December 31, 2001 we recorded an impairment
     charge totaling $133.3 million, of which, $129.1 related to goodwill.

          In 2002, Statement of Financial Accounting Standards ("SFAS") No. 142,
     "Goodwill and Other Intangible Assets" became effective and as a result, we
     will cease to amortize goodwill, resulting in a decrease to annual
     amortization expense of approximately $16.6 million. In lieu of
     amortization, we are required to perform an initial impairment review of
     our goodwill in 2002 and an annual impairment review thereafter. We
     currently do not expect to record an impairment charge upon completion of
     the initial impairment review. However, there can be no assurance that at
     the time the review is completed a material impairment charge will not be
     recorded.

          Income Taxes.  We record a valuation allowance to reduce our deferred
     tax assets to the amount that we believe is more likely than not to be
     realized. While we have considered future taxable income and ongoing
     prudent, feasible tax planning strategies in assessing the need for the
     valuation allowance, in the event we were to determine that we would not be
     able to realize all or part of our net deferred tax assets in the future,
     an adjustment to the net deferred tax assets would be charged to income in
     the period such determination was made. Likewise, should we

                                        1
<PAGE>

     determine that we would be able to realize our deferred tax assets in the
     future in excess of its net recorded amount, an adjustment to the net
     deferred tax asset would increase income in the period such determination
     was made.

  YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     Net sales for the year ended December 31, 2001 were $1,206.5 million,
representing a $398.5 million, or 24.8%, decrease from the same period in 2000.
The decrease was primarily a result of continued weakness in printed circuit
board sales to key North American telecommunication and networking customers,
partially offset by the impact of acquisitions made in 2000 and 2001.

     Cost of goods sold for the year ended December 31, 2001 was $993.6 million,
or 82.4% of sales (excluding one-time write-offs of $49.3 million of inventory
related to the Restructuring), compared to $1,230.6 million, or 76.7% of sales,
for the year ended December 31, 2000. Cost of goods sold as a percent of net
sales increased as a result of a higher percentage of EMS sales in 2001, which
generally have lower margins than printed circuit board sales, and lower
absorption of our fixed overhead cost in our facilities throughout North
America, Europe and Asia due to lower demand from our key telecommunication and
networking customers.

     Selling, general and administrative expenses for the year ended December
31, 2001 were $96.8 million, a decrease of $24.4 million, or 20.1%, versus the
comparable period in 2000 (excluding the non-cash compensation expense charge of
$104.4 million in March 2000). These costs decreased primarily due to cost
reductions related to the Restructuring and a reduction in expenses as a result
of the transfer of the operations formerly conducted by Forward Group Plc
("Forward"), Interconnection Systems (Holdings) Limited ("ISL"), Zincocelere
S.p.A. (Zincocelere") and the PCB production facility of Ericsson Telecom AB in
March 2000, partially offset by increases in general and administrative expenses
related to the acquisitions completed in 2000 and 2001.

     In connection with Group's initial public offering in March 2000, Group
amended the terms of the performance stock options held by members of management
to eliminate the exercisability restrictions and variable exercise price terms.
The amended performance options have a fixed exercise price of $9.00 per share
and are immediately exercisable. As a result of these amendments, we recorded a
one-time, non-cash compensation expense charge of approximately $33.6 million
during the three months ended March 31, 2000.

     Also in connection with Group's initial public offering in March 2000,
Group converted each 6 2/3 shares of class A common stock and class A series II
common stock into one share of common stock. This conversion eliminated the
variable terms of the class A common stock and class A series II common stock
and resulted in a one-time, non-cash compensation expense charge of
approximately $63.0 million recorded during the three months ended March 31,
2000. This charge reflects the difference between the cost of the class A common
stock and the class A series II common stock and the value of the common stock
into which it was convertible at March 23, 2000.

     Additionally, in connection with Group's initial public offering in March
2000, Viasystems terminated the monitoring and oversight agreement and financial
advisory agreement with certain affiliates of Hicks, Muse, Tate & Furst
Incorporated (Hicks Muse, Tate & Furst Incorporated, its affiliates, and/or its
partners collectively or individually, "HMTF"). As consideration for such
termination, Group granted to HMTF options to purchase an aggregate of 2,134,000
shares of Group's common stock at an exercise price of $21.00 per share. The
option grant resulted in a net one-time, non-cash compensation expense charge of
approximately $7.8 million recorded during the three months ended March 31,
2000.

     During the quarter ended December 31, 2001, we recorded non-cash asset
impairments totaling $141.1 million primarily related to the write-off of
long-lived assets in accordance with Statement of Financial Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" ("FAS 121"). Based on current business enterprise values using
common appraisal methods, the assessment identified impairments of long-lived
assets acquired pursuant to the acquisitions of Top Line Electronics
Corporation, Laughlin-Wilt Group, Inc. and the European and China network
components services operations of Marconi Communications Inc. The calculated
business enterprise values determined were compared to the net book values of
the related long-lived assets with the excess of net book value over the
business enterprise value representing the amount of the impairment loss. The
impairment loss for each group of assets, totaling $133.3 million, was first
charged against goodwill ($129.1 million) with the remaining amounts being
charged to property, plant and equipment ($4.2 million). The impairment resulted
from the economic downturn experienced during 2001, primarily related to our
telecommunication and networking customers. Through the third fiscal quarter of
2001, it was expected that the economic downturn impacting these assets was a
short-term inventory correction. However, in the fourth quarter it became clear
to management that the downturn impacting these assets was more severe and of a
long-term nature resulting in a significant decline in profitability that is not
expected to return in the near term.

                                        2
<PAGE>

     During the year ended December 31, 2001, we recorded a series of
restructuring charges totaling $59.8 million. These charges were taken in light
of the economic downturn primarily related to our large telecommunication and
networking customers. During 2001 we began evaluating our cost position compared
to anticipated levels of business for 2001 and beyond and determined that plant
shutdowns, plant consolidations and downsizing were required to reduce costs to
more appropriate levels in line with current and expected customer demand. A
summary of the 2001 restructuring activity (the "Restructuring") by quarter is
as follows:

     During the quarter ended March 31, 2001, we recorded a restructuring charge
of $12.0 million, primarily related to the phase one workforce reductions in our
Richmond, Virginia PCB fabrication facility as well as small workforce
reductions at certain other North American operations. The workforce reductions
impacted a total of 2,507 employees, of which 1,915 were regular, union
employees, 547 were regular, non-union employees and 45 were temporary/contract
employees. All of these employees were terminated by December 31, 2001.

     During the quarter ended June 30, 2001, we recorded a restructuring charge
of $30.5 million, primarily related to the closure of our Richmond, Virginia and
San German, Puerto Rico PCB fabrication facilities as well as small workforce
reductions at certain other North American and European operations. The facility
closures and workforce reductions impacted a total of 1,613 employees, of which
1,228 were regular, union employees, 373 were regular, non-union employees and
12 were temporary/contract employees. All of these employees were terminated by
December 31, 2001.

     During the quarter ended September 30, 2001, we recorded a restructuring
charge of $16.2 million, primarily related to the consolidation of our two San
Jose, California PCB assembly operations as well as headcount reductions at our
corporate offices. The consolidations and workforce reductions impacted a total
of 471 employees, of which 150 were regular, union employees, 315 were regular,
non-union employees and 6 were temporary/contract employees. All of these
employees were terminated by December 31, 2001.

     During the quarter ended December 31, 2001, we recorded a restructuring
charge of $7.1 million, primarily related to workforce reductions at our
European PCB fabrication facility as well as small workforce reductions at other
European facilities. The workforce reductions impacted a total of 455 employees,
all of which were regular, non-union employees. All of these employees were
terminated by December 31, 2001.

     Additionally, during the quarter ended December 31, 2001, we reversed $6.0
million of restructuring charges previously recorded. This reversal primarily
related to a change in our plan related to the consolidation of our two San
Jose, California PCB assembly operations. Initially, the plan included
consolidating the leased operation into the owned operation, resulting in a
restructuring charge related to the contractual obligation on the leased
facility. Subsequently, we amended our plan and made the decision to consolidate
the owned operation into the leased operation resulting in a reversal to the
restructuring charge related to the lease commitment.

     In connection with the Restructuring, we also recorded impairment charges
totaling $82.7 million to write-down to fair value certain land and buildings as
well as machinery and equipment, office equipment and systems that were obsolete
or redundant due to the closure and consolidation of facilities pursuant to the
Restructuring. Included in the impairment charge were the following amounts: a
write-down of land, buildings and leasehold improvements totaling $25.4 million,
related to our Richmond, Virginia and San German, Puerto Rico PCB fabrication
facilities that were closed; a write-down of machinery and equipment totaling
$14.9 million, a write-down of office equipment totaling $37.7 million, and a
write-down of systems and construction in progress totaling $4.7 million, each
primarily related to obsolete or redundant assets at our Richmond, Virginia and
San German, Puerto Rico PCB fabrication facilities that were closed as well as
certain other North American and European operations that were consolidated.

     At December 31, 2001, $17.7 million of the assets held for disposal had
been sold or otherwise disposed, leaving $16.3 million remaining on the books,
of which $13.0 million consisted of the land and building related to our
Richmond, Virginia PCB fabrication facility. We are actively marketing the land
and building for sale and expect to complete the disposal of the assets during
2002. The remaining $3.3 million of net book value of assets held for disposal
on the books at December 31, 2001 consists primarily of machinery and equipment
and office equipment related to redundant or obsolete assets at our Richmond,
Virginia and San German, Puerto Rico PCB fabrication facilities and are expected
to be disposed of during the next 18-24 months.

                                        3
<PAGE>

     Below is a table summarizing restructuring and impairment activity for the
year ended December 31, 2001 ($ in 000's):
<Table>
<Caption>
                                                                                                                    CUMULATIVE
                                                   THREE MONTHS ENDED                                                DRAWDOWNS
                                   ---------------------------------------------------                          -------------------
                                   MARCH 31,   JUNE 30,   SEPTEMBER 30,   DECEMBER 31,                            CASH     NON-CASH
                                     2001        2001         2001            2001       REVERSALS    TOTAL     PAYMENTS   CHARGES
                                   ---------   --------   -------------   ------------   ---------   --------   --------   --------
<S>                                <C>         <C>        <C>             <C>            <C>         <C>        <C>        <C>
Restructuring Activities:
  Personnel and severance........   $11,755    $ 20,238      $ 6,505        $  5,524      $  (170)   $ 43,852   $36,282    $     --
  Lease and other contractual
    Commitments..................        78       7,864        9,623           1,228       (5,836)     12,957     5,614          --
  Other..........................       174       2,379          103             309           --       2,965     2,810          --
  Asset Impairments:
      Held for disposal..........        --      75,043        5,454           2,210           --      82,707        --      82,707
      Held for use...............        --          --           --         133,252           --     133,252        --     133,252
      Other......................        --          --           --           5,641           --       5,641        --       5,641
                                    -------    --------      -------        --------      -------    --------   -------    --------
Total restructuring and
  impairment charges.............   $12,007    $105,524      $21,685        $148,164      $(6,006)   $281,374   $44,706    $221,600
                                    =======    ========      =======        ========      =======    ========   =======    ========

<Caption>

                                    BALANCE AT
                                   DECEMBER 31,
                                       2001
                                   ------------
<S>                                <C>
Restructuring Activities:
  Personnel and severance........    $ 7,570
  Lease and other contractual
    Commitments..................      7,343
  Other..........................        155
  Asset Impairments:
      Held for disposal..........         --
      Held for use...............         --
      Other......................         --
                                     -------
Total restructuring and
  impairment charges.............    $15,068
                                     =======
</Table>

     The significant components of the restructuring charge recorded for lease
and other contractual commitments totaling approximately $13.0 million, are as
follows: $8.5 million for leased and other facility commitments; $3.2 million
for lease commitments on machinery and equipment; $1.2 million for waste water
project commitments; and $0.1 million for other commitments.

     Also in connection with the Restructuring, we wrote-off inventory resulting
in a $49.3 million and $0.8 million charge to cost of goods sold during the
quarters ended June 30, 2001 and September 30, 2001, respectively. During the
quarter ended December 31, 2001, we reversed inventory write-offs previously
taken totaling $0.8 million. With respect to the inventory written-off during
the quarter ended June 30, 2001, we have disposed of $39.1 million of the
inventory and reversed the write-off and sold $1.0 million of the inventory,
resulting in a remaining balance of $9.1 million at December 31, 2001. We expect
to dispose of the remaining obsolete inventory during fiscal year 2002.

     The restructuring and impairment charges were determined based on formal
plans approved by our management using the best information available to it at
the time. The amounts we may ultimately incur may change as the balance of the
plans are executed.

     We continue to review our operations in light of the continued economic
downturn related to our telecommunication and networking customers. These
reviews could result in additional workforce reductions. The impact these
activities could have on our results of operations is not currently known.

     European PCB Group (Cayman Islands), Ltd. ("European PCB Group") has
disposed of the operations formerly conducted by Forward and the PCB production
facility of Ericsson Telecom AB. In addition, an administrative receiver has
been appointed in respect of European PCB Group's ISL business. As a result, the
business formerly conducted by Zincocelere is the only material asset remaining
within European PCB Group. Accordingly, we compared the carrying amount of all
current amounts due from European PCB Group, including the PCB Group Notes, to
their undiscounted expected future cash flows. We have concluded that amounts
due from European PCB Group have been impaired. As a result, we recorded a
charge for the quarter ended September 30, 2001 totaling $144.1 million to
reflect the write-off of such amounts. This charge consisted of $127.6 million
related to the PCB Group Notes and $16.5 million related to trade receivables.

     Depreciation and amortization decreased $18.6 million, from $144.9 million
for the year ended December 31, 2000, to $126.3 million for the same period of
2001, primarily due to a reduction in expenses as a result of the distribution
of the operations formerly conducted by Forward, ISL, Zincocelere and the PCB
production facility of Ericsson Telecom AB in March 2000 and due to a reduced
fixed asset base as a result of the impairment of property and equipment held
for disposal related to the closure of our Richmond, Virginia and San German,
Puerto Rico PCB facilities, partially offset by the impact to depreciation of
acquired fixed assets and to amortization of acquired intangibles from the
acquisitions completed in 2000 and 2001.

     Other expense decreased $9.6 million, from $111.7 million for the year
ended December 31, 2000, to $102.1 million for the same period of 2001,
primarily due to reduced interest expense and amortization of deferred financing
costs related to the recapitalization in connection with Group's initial public
offering completed in March 2000 and reductions in market benchmark interest
rates realized during 2001, partially offset by higher interest margins charged
on borrowed funds under our senior secured credit facility resulting from
amendments to the credit agreement completed during 2001.

                                        4
<PAGE>

     During the quarter ended March 31, 2000, we recorded, as an extraordinary
item, a one-time, non-cash write-off of deferred financing fees of approximately
$31.2 million, net of $0 income tax benefit, related to deferred financing fees
incurred on debt under our prior credit agreement, which was retired before
maturity with proceeds from Group's initial public offering.

RECENT EVENTS

     As of March 27, 2002, HMTF has increased its investment in Viasystems
through open market purchases of $232.1 million of Viasystems' 9 3/4 senior
subordinated notes and $51.3 million of Viasystems' senior secured bank debt.
These purchases were made at a discount to the face amount.

  RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations", and No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets".

     SFAS 141 supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations". The most significant changes made by SFAS 141 are: (1) requiring
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, (2) establishing specific criteria for the
recognition of intangible assets separately from goodwill, and (3) requiring
unallocated negative goodwill to be written off immediately as an extraordinary
gain (instead of being deferred and amortized). We are currently assessing the
impact of SFAS 141 on our operating results and financial condition.

     SFAS 142 supercedes Accounting Principles Board Opinion No. 17, "Intangible
Assets". SFAS 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their acquisition (i.e., the post-acquisition accounting).
The provisions of SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The most significant changes made by SFAS 142 are: (1)
goodwill and indefinite lived intangible assets will no longer be amortized, (2)
goodwill will be tested for impairment at least annually at the reporting unit
level, (3) intangible assets deemed to have an indefinite life will be tested
for impairment at least annually, and (4) the amortization period of intangible
assets with finite lives will no longer be limited to forty years. Upon
implementation of SFAS 142, our amortization expense for fiscal year 2002 is
expected to decrease by approximately $16.6 million compared to fiscal year 2001
as a result of no longer amortizing goodwill. We currently do not expect to
record an impairment charge upon completion of the initial impairment review.
However, there can be no assurance that at the time the review is completed a
material impairment charge will not be recorded.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-lived
Assets". SFAS 144 supercedes Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-lived Assets and Assets to be
Disposed of" and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
144 also amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. The provision of SFAS 144 will be

                                        5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) 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.

                                         VIASYSTEMS, INC.

                                         By     /s/ JOSEPH S. CATANZARO
                                          --------------------------------------
                                                   Joseph S. Catanzaro
                                                  Senior Vice President
                                               and Chief Financial Officer

Date: April 2, 2002

                                        6