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                                                                    EXHIBIT 99.1

                             TROVER SOLUTIONS, INC.

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

     In passing the Private Securities Litigation Reform Act of 1995 ("the
Reform Act"), 15 U.S.C.A. Section 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. Trover Solutions, Inc. (the "Company") intends
to qualify both its written and oral forward-looking statements for protection
under the Reform Act and any other similar safe harbor provisions.

     "Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties, which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of the Company. The
Company undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, the Company undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.

     The Company provides the following risk factor disclosure in connection
with its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Reform Act and any other
similar safe harbor provisions. Important factors currently known to management
that could cause actual results to differ materially from those in
forward-looking statements include the following:

REGULATORY AND POLITICAL RISKS

     General.  From time to time, legislation is introduced in Congress and in
various state legislatures which would materially affect the Company's business.
The most significant legislation, laws and regulations may, for clarity, be
grouped into three categories: (i) legislation that would substantially limit
the ability of healthcare insurers to recover from third-parties
accident-related medical benefits incurred by injured insureds ("Health
Insurance Primacy Laws"); (ii) legislation that would substantially limit the
Company's ability to receive and utilize individual claim information from
healthcare insurers ("Confidentiality Laws"); and (iii) other federal and state
laws and certain legal doctrine. The following identifies specific risks in
these three categories:

 Health Insurance Primacy Laws

     Auto Choice Reform Act.  During May 2001, Congress proposed legislation
known as the Auto Choice Reform Act of 2001 (the "Proposed Act"). Similar bills
were introduced but not enacted in each of the two previous Congresses. Under
the Proposed Act, in those states not opting out of its provisions, individual
drivers would be able to choose to be covered by an auto insurance system in
which healthcare insurers, with some exceptions, may be unable to recover for
healthcare costs incurred by those injured in automobile accidents.
Consequently, even if the insured's injuries were caused by the negligence of
another driver, the healthcare insurer might have no rights of recovery against
the negligent party or that party's liability insurer. Revenue generated from
recoveries against automobile liability insurers historically represented
approximately 64% of the Company's revenues. Should similar legislation be
enacted, it could have a material adverse effect on the Company's business,
results of operations and financial condition.
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     Proponents of the Proposed Act assert that (i) the costs of operating a
motor vehicle are excessive due to legal and administrative costs associated
with the processing of claims under the fault-based liability system; and (ii)
the costly fault-based liability insurance system often fails to provide
compensation commensurate with loss and takes too long to pay benefits. Even if
the Proposed Act is not introduced in Congress again in the future, these policy
reasons may result in future legislation designed to significantly alter the
fault-based liability system used in most states, eliminate recovery rights of
healthcare insurers and materially adversely affect the Company's business.

     Certain No Fault Insurance Systems.  Certain states have adopted versions
of automobile "no fault" insurance systems in which the injured party's health
insurance carrier or provider is primarily responsible for healthcare related
expenses (and not the responsible party and his or her insurer or the injured
insured's automobile liability insurer). In 1996, California voters rejected a
no-fault automobile insurance measure, Proposition 200, which would have
required drivers with bodily injuries to be compensated by their healthcare
insurers. Although Proposition 200 was rejected by the voters, there can be no
assurance that similar measures will not again be presented in a ballot
initiative or as legislation in California or elsewhere in the future. Growth in
the number of states adopting similar systems could significantly reduce the
amounts otherwise recoverable by the Company in connection with automobile
injuries in such states.

 Confidentiality Laws

     Confidentiality Provisions of the Health Insurance Portability and
Accountability Act of 1996 and Related Regulations.  On December 28, 2000, the
Secretary (the "Secretary") of Health and Human Services ("HHS") published the
Standards for Privacy of Individually Identifiable Health Information (65 Fed.
Reg. 82462 (2000)) (the "Rules"). The Rules, which deal with the use and
disclosure of health information, implement certain requirements of the
Administrative Simplification subtitle of the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). The Rules became effective on April 14,
2001. Health plans, health care clearinghouses, and certain health care
providers covered by the Rules ("Covered Entities") generally have to comply by
April 14, 2003. The Rules prescribe the manner in which Covered Entities are
permitted or required to use and disclose individually identifiable health
information subject to the Rule's requirements, known as "protected health
information." The Rules also require Covered Entities to implement certain
"administrative" requirements, such as establishing relevant policies and
procedures, designating a privacy official responsible for the development and
implementation of the policies and procedures, and training affected members of
the workforce regarding the policies and procedures. The Rules establish a
complex regulatory framework on a variety of subjects, including, but not
limited to, (a) disclosures and uses of protected health information that
require patient consent or authorization, (b) individuals' rights to access and
to amend their protected health information, and (c) individuals' rights to
receive notice of Covered Entities' practices with respect to protected health
information.

     In addition, the Rules affect third parties to the extent any of them acts
as a "business associate" of a Covered Entity. The Company will be a business
associate of customers that are Covered Entities, such as health plans. For a
Covered Entity to meet its business associate obligations under the Rules, the
Covered Entity and its business associates must enter into contracts that meet
certain requirements the Rules set forth. A business associate to a Covered
Entity is not directly subject to the Rules, but it will be subject to certain
similar requirements imposed through its business associate contract.
Significantly, however, the Rules do not require business associate contracts to
obligate business associates to implement the "administrative" requirements the
Rules impose upon Covered Entities. If, however, a Covered Entity becomes aware
of a pattern of activity or practice of a business associate that constitutes a
material violation of the business associate's obligations under the contract,
the Rules require the Covered Entity to take reasonable steps to end the
violation and, if such steps are not successful, terminate the contract with the
business associate.

     In August 2000, HHS also issued, pursuant to HIPAA, a final rule
establishing transaction standards and code sets. The final rule, which has a
compliance deadline of October 16, 2003, adopts standards that must be used if
one health care provider or health plan conducts certain electronic transactions
with another health care provider or health plan. The final rule mandates the
use of certain code sets in connection with the standard transactions. In
addition to the transaction standards and code sets, HHS has published a set of
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regulations dealing with the physical security of health information maintained
or transmitted electronically by health plans and certain clearinghouses and
providers. 63 Fed. Reg. 43242 (Aug. 12, 1998). The so-called security
regulations were proposed on August 12, 1998, but have not been issued in final
form and, therefore, currently have no compliance deadline. Once HHS issues
final security regulations, they likely will impose additional requirements upon
Covered Entities and their business associates. In July 2001, HHS issued the
first in an anticipated series of guidance materials explaining and clarifying
key provisions of the Rules. In December 2001, President Bush signed the
Administrative Simplification Compliance Act (Pub. L. No. 107-105), which
permits Covered Entities to receive a one-year extension for complying with
HIPAA's transaction standards. For these reasons, the Company anticipates
additional revisions to the Rules may occur in the future.

     Whether or not the Rules change, HIPAA and the Rules could impair the
Company's subrogation recovery practices by creating administrative burdens (for
example, by requiring business associates of Covered Entities to amend health
information in certain circumstances or to restrict subsequent uses of protected
health information) or liability risks that lead health plans to voluntarily
restrict their subrogation recovery practices. The provisions of the Rules or of
future federal legislation and regulations could impair or prevent the
acquisition and use by the Company of claims and insurance information necessary
to process recovery claims on behalf of its clients. However, the Company
believes that it will be able to comply fully with HIPAA and the Rules, in the
forms now known to the Company, on a timely basis and without material adverse
effect.

     In addition, state laws governing privacy of medical or insurance records
and related matters may significantly affect the Company's business. Most states
have enacted health care information confidentiality laws that limit the
disclosure of confidential medical information. The Rules do not preempt state
laws regarding health information privacy that are more restrictive than the
Rules.

 Other Federal and State Laws

     Changes in the regulation of insurance and debt collection could also
affect the Company's business. Similarly, changes in law that would bar
healthcare subrogation or impair an injured party's ability to collect insured
damages (that is, an injured person would be prevented from recovering from the
wrongdoer damages for accident-related medical benefits covered by health
insurance) could similarly adversely affect the Company's business. Existing
debt collection laws also may be amended or interpreted in a manner that could
adversely affect the Company's business. Additionally, although the Company does
not believe that it engages in the unauthorized practice of law, changes in the
law or a judicial or administrative decision defining some of the Company's
activities as the practice of law, could have a material adverse effect on the
Company's business.

 Certain Legal Doctrines

     With respect to recoverable claims, the rights of subrogation and
reimbursement may be limited in some cases by (i) the "made whole doctrine,"
which subordinates the healthcare provider's ability to recover to that of the
injured party when the settlement damage award received by the injured party is
inadequate to cover the injured party's damages, and (ii) the "common fund
doctrine," which permits plaintiff's attorneys to deduct their fees for the
claim based on the entire amount covered by a damage award and may, in some
cases, proportionally diminish the amount recoverable by the Company on behalf
of the healthcare payor out of that damage award.

DEPENDENCE ON LARGE CLIENTS

     The Company's clients include national and regional healthcare payors,
large third-party administrators and self-insured corporations. The loss of one
or more of the Company's clients could have a material adverse effect on the
Company's business, results of operations, financial condition and stock price.
During the last three years, the Company has lost twenty-two clients
representing approximately 12.4 million lives. Terminations occurred due to,
among other things, consolidations of healthcare payors, bankruptcy, the
selection of
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another vendor, or because the process was taken in-house. The Company's
revenues are earned under written contracts with its clients that generally
provide for contingency fees from recoveries under a variety of pricing regimes.
These contracts are generally terminable on 60 to 180 days' notice by either
party, although in a few cases the contracts extend over a period of years. The
Company's contracts generally provide that in the event of termination, the
Company is entitled to complete the recovery process on the existing backlog or
to receive a cash payment, designed to approximate the gross margin that would
otherwise have been earned from the recovery on the backlog of the terminating
client. See Part I. Item 1. "Business -- Marketing, Sales and Client Services"
and "-- Client Base" sections.

     The Company received from UnitedHealth Group ("UHG"), through its Uniprise
strategic business unit, termination notices regarding subrogation recovery
services covering approximately 1.3 million lives as to which the Company ceased
during 2001 to receive new claims data and, therefore, to identify new
recoverable files. These terminations are reported as "lost" in the Key
Operating Indicators table (See Part II. Item 7. "Management's Discussion and
Analysis of Financial Conditions and Results of Operations -- Results of
Operations"), but are offset by the approximately 1.8 million UHG lives added to
service during the year ended December 31, 2001. The total UHG lives sold and
installed at December 31, 2001 were approximately 14.8 million.

     Moreover, the Company received from Uniprise termination notices regarding
subrogation recovery services covering approximately 4.7 million lives as to
which the Company will cease during 2002 to receive new claims data and,
therefore, to identify new recoverable files. These terminations are not
reported as "lost" in the Key Operating Indicators table referred to above
because the effective dates of the terminations occur in 2002. The Company has
learned from UHG that all of this terminated business (i.e., 6 million lives)
will be serviced by UHG's Ingenix strategic business unit.

     The Company expects that it will continue to recover from the backlog it
has created for the terminated portions of the UHG business for 5 to 6 years
after the effective dates of the terminations. The Company further expects that
60% to 70% of that UHG backlog will be recovered within 36 months of the
effective dates of the terminations. Moreover, the Company does not anticipate
that any of these UHG terminations will affect its previously published guidance
on 2002 financial results from subrogation services. However, to the extent that
the Company does not replace the business terminated by UHG, future subrogation
recoveries and revenues will be diminished by the UHG terminations.

     The Company believes, based on information derived from Uniprise, that
approximately 55% of the total UHG book of business that the Company serviced at
December 31, 2001 -- approximately 14.8 million lives -- are from either
self-insured employer groups that receive claims administration services from
Uniprise or health plans that are under a management contract with UHG. The
Company believes that neither UHG nor Uniprise controls these self-insured
employer groups and managed health plans (i.e., "external clients") in the
selection of their subrogation vendor and that the Company may, therefore, sell
its recovery services directly to these external clients following any current
or future UHG terminations. The Company intends to compete vigorously for the
subrogation and other recovery business of these external clients against
Ingenix as well as any other vendors.

LENGTHY REVENUE CYCLE AND FLUCTUATION IN OPERATING RESULTS

     The Company's operating results may fluctuate from time to time as a result
of a number of factors. These factors include but are not limited to:

     - the addition of new clients;

     - the cancellation of client contracts;

     - the loss of business by a client or the acquisition of a client by a
       non-client;

     - the postponement of client decisions to enter into contracts;

     - delays in transmission of clients' claims data;
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     - changes in prices offered to new or renewing clients;

     - timing of client acquisitions; and

     - introduction of new services or introduction of new technologies to the
       Company's business processes.

     The Company expends substantial time, effort and funds to install lives and
generate active files. As a result, the Company incurs expenses related to its
revenue before revenue is received which can result in fluctuations in operating
results.

     In particular, during a fiscal quarter it is difficult to forecast when and
how many clients' claims data will be received. The Company's clients
continuously update and modify their claims and medical encounter processing
systems, often causing delays in or errors to the transmission of claims data.
The Company's expense levels are based in part on expectations of future receipt
of claims data and the Company has been significantly increasing and intends to
continue to increase operating expenditures and working capital balances as it
expands its operations. Specifically, material increases in new clients and
lives installed, and consequently client claims data received, will cause the
Company to increase its operating capacity before it expects to earn revenues
from such new clients. If operating results in any particular quarter do not
meet the expectations of securities analysts it is likely to cause volatility in
the price of the Company's Common Stock.

LITIGATION

     The Company is engaged in the business of identifying and recovering
subrogation and related claims of its clients, many of which arise in the
context of personal injury lawsuits. As such, the Company operates in a
litigation-intensive environment. Moreover, management of the Company has
observed that, in parallel with widely-reported legislative concerns with the
healthcare payment system, there also has occurred an increase in litigation,
actual and threatened, including class actions brought by nationally prominent
attorneys, directed at healthcare payors and related parties.

     The Company has, since its founding in 1988, been involved with many
litigation matters related to its subrogation business, sometimes as a defendant
and sometimes through its defendant client. Plaintiffs' attorneys attempting to
defeat the clients' subrogation liens often threaten litigation against the
Company and its clients as a negotiating tactic. Most of the lawsuits that have
been filed against the Company or its clients concern the entitlement to recover
a specific, individual subrogation claim or the amount of the subrogation claim.
Typically, these actions do not ask for punitive damages, are not pled as class
actions, and do not have wide implications with respect to the Company's ongoing
business practices.

     To date, however, the Company has encountered seven noteworthy instances in
addition to the lawsuits described under "-- Current Litigation", in which
lawsuits were filed against it or its clients that sought punitive damages, were
pled as class actions or otherwise made claims or requested relief that could
have materially affected the Company's business practices. The risk profile for
this sort of business practices litigation includes not only the usual
considerations of the potential amount, effect, and likelihood of loss, but also
specifically the potential for punitive damages and class certification, the
possible effects of an adverse verdict on the Company's business practices, and
the likelihood of specific plaintiffs' attorneys bringing similar actions in
other jurisdictions.

     Each of these cases has been completely resolved, by decision of a court or
settlement by the parties, but prior to resolution the Company did not regard
all of these cases as being material in and of themselves. In management's
opinion, these seven cases share a common profile with each other and with the
lawsuits described below under the caption "-- Current Litigation".

     Four of the seven lawsuits named the Company as a defendant and were pled
as class actions. Two of the cases, one filed in federal court and the other in
state court, alleged that the Company violated state and federal laws on fair
debt collection practices. In the state court action, the court granted the
Company's motion for summary judgment on all claims in the complaint, which the
court of appeals affirmed. In the federal court action, the Company settled the
matter, prior to the court's ruling on the Company's motion for summary
judgment, for a nominal amount.
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     The two other lawsuits, both filed in federal court, charged the Company
with a variety of violations of laws and sought punitive damages. The complaints
alleged, among other things, that the Company committed negligence, fraud and
breach of its duties under ERISA by attempting to recover and actually
recovering, by subrogation, the reasonable value of medical benefits which were
provided by the Company's clients under capitation or discounted-fee-for-service
arrangements. One of these lawsuits was settled, after the court denied class
certification, for a nominal amount paid by the Company's client, a co-defendant
in the case. The other case, DeGarmo et al. v. Healthcare Recoveries, Inc., was
concluded in mid-July 2001 for a settlement payment of $3 million and
nonmonetary terms that management regards as immaterial to the Company's ongoing
business.

     Although the Company was not named as a defendant in any of them, there
have been three other lawsuits involving the Company's clients that implicated
the Company's business practices. The complaints in these cases alleged, among
other things, violation of state law with respect to the payment of plaintiffs'
attorneys' fees and unfair trade practices, violation of the federal Health
Maintenance Organization Act of 1973, misrepresentation of the rightful amounts
of subrogation claims, and impermissible enforcement of recovery rights. Two of
these cases resulted in judgments in favor of the Company's clients after
litigation of the merits before trial and appellate courts. The other case was
settled for an immaterial amount.

     Management believes that the lawsuits described above will not, as a
general matter, have precedential value for either the cases described below
under the caption "-- Current Litigation" or for any future litigation matters
(all these cases being referred to as the "Pending and Potential Cases").
Indeed, the courts hearing the Pending and Potential Cases may not even become
aware of the outcomes in the seven lawsuits described above. Management expects
that each of the Pending and Potential Cases will be decided on its own merits
under the relevant state and federal laws, which will vary from case to case and
jurisdiction to jurisdiction. The descriptions of the outcomes in the seven
cases dealing with business practices are included here in order to describe the
contexts for this kind of litigation and the Company's relative successes in
handling past business practices litigation, but are not necessarily predictive
of the outcomes of any of the Pending and Potential Cases.

     Moreover, there can be no assurance that the Company will not be subject to
further class action litigation similar to that described below under the
caption "-- Current Litigation", that existing and/or future class action
litigation against the Company and its clients will not consume significant
management time and/or attention or that the cost of defending and resolving
such litigation will not be material.

CURRENT LITIGATION

  Conte v. Healthcare Recoveries

     On October 1, 1999, a First Amended Class Action Complaint ("Amended
Complaint") was filed against the Company in the United States District Court
for the Southern District of Florida, in a putative class action brought by
William Conte and Aaron Gideon, individually and on behalf of all others
similarly situated. In that complaint, Conte v. Healthcare Recoveries, Inc., No.
99-10062, plaintiffs assert that the Company's subrogation recovery efforts on
behalf of its clients violate a number of state and federal laws, including the
Fair Debt Collection Practices Act and the Florida Consumer Collection Practices
Act. The Amended Complaint also seeks a declaratory judgment that the Company,
as the subrogation agent for various healthcare payors, is not entitled to
assert and recover upon subrogation or reimbursement liens it asserts on
settlements obtained from third party tortfeasors when the settlement is in an
amount less than the amount required to fully compensate (or "make whole") the
injured party for all elements of damage caused by the tortfeasor. Plaintiffs
purport to represent a class consisting of all participants or beneficiaries of
ERISA plans nationwide whose net recovery of damages through judgments,
settlements or otherwise against liable third parties has been reduced or
potentially reduced by the Company's alleged assertion and/or recovery of
unlawful subrogation/reimbursement rights of its clients. Each count of the
Amended Complaint seeks compensatory and/or statutory damages as well as
exemplary and punitive damages. Plaintiffs also seek injunctive relief,
prejudgment interest, costs and attorneys' fees.
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     On November 5, 1999, the Company filed a motion to dismiss the Amended
Complaint. On June 29, 2001, the court issued a decision dismissing plaintiffs'
common law claims for fraud and unjust enrichment as well as plaintiffs' claims
under the federal Fair Debt Collection Practices Act and the Florida Consumer
Collection Practices Act. The court did not, however, dismiss the remaining
count of the Amended Complaint ("Count I"), which seeks a declaratory judgment
and damages under ERISA based on the Company's alleged violation of the "make
whole" rule. On July 16, 2001, the Company filed a motion for reconsideration or
reargument with respect to that portion of the court's June 29, 2001 opinion on
the motion to dismiss that sustained, as a pleading matter, Count I. The motion
for reconsideration or reargument was denied on December 21, 2001, and the
Company has now filed an answer with respect to Count I of the Amended
Complaint.

     Plaintiffs' motion to certify a nationwide class, which the Company
opposed, has been fully briefed and was submitted to the court on September 11,
2000. In an order entered January 8, 2002, the court referred the class
certification motion to the Chief Magistrate Judge for a Report and
Recommendation. In early March 2002, the parties completed supplemental briefing
with respect to the propriety of class certification. The Chief Magistrate has
not yet submitted a Report and Recommendation.

  Baker v. Healthcare Recoveries, United Healthcare of Alabama, and Fictitious
  Party Defendants A, B, C et al.

     On October 20, 1999, a class action complaint was filed against the Company
and one of the Company's clients in the Circuit Court of Jefferson County,
Alabama, Darrell DeWayne Baker v. Healthcare Recoveries, Inc., United Healthcare
of Alabama, and Fictitious Party Defendants A, B, C et al. On December 6, 1999,
the defendants removed the lawsuit to the United States District Court for the
Northern District of Alabama, Southern Division. On January 3, 2000, a First
Amended Complaint was filed, retaining all counts from the original complaint
and seeking an additional declaratory judgment that the health plan and the
Company have a right to recover through subrogation only the actual benefits
paid to medical providers on behalf of the class. The First Amended Complaint
asserted claims on behalf of two putative subclasses, both consisting of members
nationwide of the client health plan, who either: (1) allegedly paid inflated
subrogation claims due to alleged failure by the health plan or by the Company
to disclose discounts in the health plan's payments to medical providers; or (2)
allegedly were denied coverage of certain claims by the health plan. The
plaintiffs asserted claims against the Company under a variety of theories
including unjust enrichment, breach of contract, breach of fiduciary duty and
violations of RICO. Plaintiffs demand, on behalf of the putative classes,
compensatory damages, punitive damages, treble damages under RICO, and
reasonable attorneys' fees.

     On January 10, 2002, the court granted defendants' motion to dismiss the
First Amended Complaint. The plaintiffs did not appeal the order and the case is
now concluded.

  Cajas et al. v. Prudential Health Care Plan and Healthcare Recoveries

     On October 28, 1999, a class action Plaintiff's Original Petition
("Petition") was filed against the Company and one of the Company's clients in
the District Court for the 150th Judicial District, Bexar County, Texas, Joseph
R. Cajas, on behalf of himself and all others similarly situated v. Prudential
Health Care Plan, Inc. and Healthcare Recoveries, Inc. The plaintiff asserts
that the Company's subrogation recovery efforts on behalf of its client
Prudential Health Care Plan, Inc. ("Prudential") violated a number of common law
duties, as well as the Texas Insurance Code and the Texas Business and Commerce
Code. The Petition alleges that the Company, as the subrogation agent for
Prudential, made fraudulent misrepresentations in the course of unlawfully
pursuing subrogation and reimbursement claims that plaintiffs assert are
unenforceable because (1) prepaid medical service plans may not exercise rights
of subrogation and reimbursement; (2) the subrogation and reimbursement claims
asserted by the Company are not supported by contract documents that provide
enforceable recovery rights and/or do not adequately describe the recovery
rights; and (3) the sums recovered pursuant to such claims unlawfully exceed the
amount Prudential paid for medical goods and services. The Company was served
with the Petition in early November 1999, and has answered, denying all
allegations. The court has not yet addressed the question of whether to certify
the putative class. On January 8,
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2002, the defendants filed a motion for summary judgment. That motion has not
yet been ruled on by the court.

  Franks et al. v. Prudential Health Care Plan and Healthcare Recoveries

     In late 1999, the Cajas plaintiff's counsel filed two lawsuits in Texas and
South Carolina that raise issues similar to those in the Cajas lawsuit. On
December 7, 1999, a class action complaint ("Complaint") was filed against the
Company and one of the Company's clients in the United States District Court for
the Western District of Texas, San Antonio Division, Timothy Patrick Franks, on
behalf of himself and similarly situated persons v. Prudential Health Care Plan,
Inc. and Healthcare Recoveries, Inc. The Complaint asserted claims on behalf of
members of ERISA governed health plans and alleged that the Company's
subrogation recovery efforts on behalf of its client Prudential violated a
number of common law duties, as well as the terms of certain ERISA plan
documents, RICO, the federal Fair Debt Collection Practices Act, the Texas
Insurance Code and the Texas Business and Commerce Code. The Complaint alleged
that the Company, as the subrogation agent for Prudential, made fraudulent
misrepresentations in the course of unlawfully pursuing subrogation and
reimbursement claims that plaintiffs assert are unenforceable because (1)
prepaid medical service plans may not exercise rights of subrogation and
reimbursement; (2) the subrogation and reimbursement claims asserted by the
Company are not supported by contract documents that provide enforceable
recovery rights and/or do not adequately describe the recovery rights; and (3)
the sums recovered pursuant to such claims unlawfully exceed the amount
Prudential paid for medical goods and services. The Complaint further alleged
that the Company unlawfully pursued subrogation and reimbursement claims by (1)
failing to pay pro rata attorney's fees to attorneys who represented purported
class members with respect to tort claims underlying the subrogation and
reimbursement claims; and (2) recovering subrogation and reimbursement claims
from purported class members who have not been fully compensated for their
injuries. Plaintiffs, on behalf of the purported class, demanded compensatory
damages, punitive damages, and treble damages under RICO, costs and reasonable
attorneys' fees. On January 18, 2000, the defendants filed a motion to dismiss
the Complaint.

     In response to the defendants' motion, on February 28, 2001, the court
rendered its opinion and entered an order dismissing all of the plaintiff's
claims with the exception of the plaintiff's claim for attorney fees, which
remains pending before the court for disposition. On March 14, 2001, the Company
filed an answer to the Complaint denying all of the plaintiff's allegations.
Also on March 14, 2001, the plaintiff filed a motion to alter or amend the
court's ruling on the motion to dismiss. The court has ordered additional
discovery related to the motion but has not yet ruled on the motion, nor has the
court addressed the issue of class certification.

  Martin et al. vs. Companion Health Care and Healthcare Recoveries

     On December 22, 1999, a purported class action complaint ("Complaint") was
filed against the Company and one of the Company's clients in the Court of
Common Pleas of Richland County, South Carolina, Estalita Martin et al. vs.
Companion Health Care Corp., and Healthcare Recoveries, Inc. On January 21,
2000, defendant Companion Healthcare Corp. ("CHC") filed an Answer and
Counterclaim and plaintiff Martin filed a First Amended Complaint ("Amended
Complaint"). The Amended Complaint asserts that the Company's subrogation
recovery efforts on behalf of its client CHC violated a number of common law
duties, as well as the South Carolina Unfair Trade Practices Act. The Amended
Complaint alleges that the Company, as the subrogation agent for CHC, made
fraudulent misrepresentations in the course of unlawfully pursuing subrogation
and reimbursement claims that plaintiffs assert are unenforceable because (1)
prepaid medical service plans may not exercise rights of subrogation and
reimbursement; (2) the subrogation and reimbursement claims asserted by the
Company are not supported by contract documents that provide enforceable
recovery rights and/or do not adequately describe the recovery rights; and (3)
the sums recovered pursuant to such claims unlawfully exceed the amount CHC was
entitled to collect for such medical goods and services. The Amended Complaint
further alleges that the Company and CHC unlawfully pursued subrogation and
reimbursement claims by (1) failing to pay pro rata costs and attorney's fees to
attorneys who represented purported class members with respect to tort claims
underlying the subrogation and reimbursement claims; and (2) failing to include
in subrogation and reimbursement claims all applicable discounts that
<PAGE>

CHC received for such medical goods and services. Plaintiffs, on behalf of the
purported class, demand compensatory damages, punitive damages, and treble
damages, disgorgement of unjust profits, costs, prejudgment interest and
attorneys' fees. The Company was served with the original Complaint in late
December 1999 and answered denying all allegations. The Company filed a motion
to dismiss in August 2000. During June 2001, the court granted the Company's
motion to dismiss. Plaintiffs filed a notice of appeal on July 20, 2001. The
appeal is pending but has not been briefed or argued.

  Hamilton v. Healthcare Recoveries

     On March 12, 2001, a Complaint ("Complaint") was filed against the Company
in the United States District Court for the Eastern District of Louisiana, in a
putative class action brought by Kyle M. Hamilton. In that action, Hamilton v.
Healthcare Recoveries, Inc., No. 01-650, plaintiff asserts that the Company's
subrogation recovery efforts on behalf of its clients violate certain Louisiana
state laws, the federal Fair Debt Collection Practices Act and the Louisiana
Unfair Trade Practices Act. The Complaint alleges that the Company intentionally
and negligently interfered with the plaintiff's and the putative class members'
rights to settle certain personal injury claims. The Complaint further alleges
that the Company unlawfully pursued subrogation and reimbursement claims that
plaintiff asserts are unenforceable because the clauses in the Company's
clients' coverage documents that create such recovery rights are rendered null
and void by Louisiana statutes that generally prohibit coordination of benefits
with individually underwritten insurance coverages. Plaintiff purports to
represent a class consisting of all persons covered under group health policies
that were issued or delivered in the State of Louisiana and who received any
communication from the Company attempting to enforce any clauses that allegedly
were rendered null and void by Louisiana law. Plaintiff seeks on behalf of the
purported class compensatory and statutory damages, interest, costs, attorneys'
fees and such additional damages and relief as may be allowed by any applicable
law. On July 17, 2001, the court granted a Motion for Summary Judgment filed by
the Company as concerned the plaintiff's Fair Debt Collection Practices Act
claim, dismissing those claims with prejudice. The Court denied the Company's
Motion for Summary Judgment, without prejudice to the right of the Company to
reassert its Motion, with respect to the plaintiff's state law claims. The Court
ordered that the parties submit Memoranda addressing whether the Court still had
subject matter jurisdiction, given dismissal of the federal claim. On August 21,
2001, the Court ruled that it lacked subject matter jurisdiction, thus
dismissing the remaining claims, without prejudice. Plaintiff filed an appeal to
the United States Fifth Circuit Court of Appeals. The parties completed
appellate briefing during January 2002.

     In addition to filing the appeal in federal court, the Hamilton plaintiff
on October 1, 2001 filed a new complaint in the Civil District Court for the
Parish of Orleans, Louisiana, in a putative class action styled Hamilton v.
Healthcare Recoveries, Inc., 2001-15989. This state court action asserts claims
substantially similar to those in the federal court action. During November
2001, the Company filed preliminary exceptions to this new complaint.

  Rogalla v. Christie Clinic, PersonalCare Health Management and Healthcare
Recoveries

     On December 14, 2001, Valerie Rogalla, the plaintiff in a putative class
action against a health care provider, amended her complaint to add Healthcare
Recoveries, Inc. as a defendant in Valerie Rogalla v. Christie Clinic, P.C.,
PersonalCare Health Management, Inc. and Healthcare Recoveries, Inc., No.
01-L-203, Circuit Court of the Sixth Judicial Circuit, Champaign County,
Illinois. In her complaint, the plaintiff makes allegations on behalf of herself
and all others similarly situated. The complaint asserts that the Company, as
subrogation agent for PersonalCare Health Management, made fraudulent
misrepresentations in the course of unlawfully pursuing subrogation and
reimbursement claims. The complaint alleges that the subrogation and
reimbursement claims pursued were not supported by contract documents that
provide enforceable recovery rights. The complaint seeks a declaratory judgment,
compensatory damages, punitive damages and costs. The Company disputes the
plaintiff's allegations and intends to vigorously defend its position in this
case.

     The Cajas, Franks, and Martin lawsuits, or any one of them, if successful,
could prevent the Company from recovering the "reasonable value" of medical
treatment under discounted fee for service ("DFS"), capitation and other payment
arrangements. The Conte, Cajas, Franks, Baker, Martin, Hamilton and Rogalla
<PAGE>

lawsuits, or any one or more of them, if successful, could require the Company
to refund, on behalf of its clients, recoveries in a material number of cases.
In addition, an adverse outcome in any of the above referenced lawsuits could
impair materially the Company's ability to assert subrogation or reimbursement
claims on behalf of its clients in the future.

     In terms of the Company's business practices and the allegations underlying
the Cajas, Franks, and Martin cases, at the end of 1993 the Company had ceased
the practice of recovering the "reasonable value" of medical treatment provided
by medical providers under DFS arrangements with the Company's clients. From
that date, the Company's policy has been not to recover the "reasonable value"
of medical treatment in DFS arrangements. However, the Company historically and
currently recovers the "reasonable value" of medical treatment provided under
capitation arrangements and other payment arrangements with medical providers on
behalf of those clients that compensate medical providers under these payment
mechanisms, to the extent that these benefits are related to treatment of the
injuries as to which clients have recovery rights. The Company believes that its
clients' contracts, including the contracts that provide for recovery under DFS,
capitation and other payment arrangements are enforceable under the laws
potentially applicable in these cases. As a result, and taking into account the
underlying facts in each of these cases, the Company believes it has meritorious
grounds to defend these lawsuits, it intends to defend the cases vigorously, and
it believes that the defense and ultimate resolution of the lawsuits should not
have a material adverse effect upon the business, results of operations or
financial condition of the Company. Nevertheless, if any of these lawsuits or
one or more other lawsuits seeking relief under similar theories were to be
successful, it is likely that such resolution would have a material adverse
effect on the Company's business, results of operations and financial condition.

     Management of the Company has observed that, in parallel with
widely-reported legislative concerns with the healthcare payment system, there
also has occurred an increase in litigation, actual and threatened, including
class actions brought by nationally prominent attorneys, directed at healthcare
payors and related parties. As a result of the foregoing, there can be no
assurance that the Company will not be subject to further class action
litigation, that existing and/or future class action litigation against the
Company and its clients will not consume significant management time and/or
attention or that the cost of defending and resolving such litigation will not
be material.

COMPETITION

     The Company competes primarily with the internal recovery departments of
potential customers and outsource recovery service vendors. To the Company's
knowledge, there are two smaller, but significant, independent providers of
subrogation recovery services in addition to the Company. There are two
different vendors that provide competitive overpayment recovery outsourcing
services, as well as three national companies that provide competing provider
bill auditing services. Finally, the Company has identified only one competitor
that attempts to serve a national market with respect to property and casualty
insurance subrogation outsourcing and who sells subrogation software to property
and casualty insurers. The Company believes that it has competitive advantages
in the bulk of its market, including process expertise, capital requirements
necessitated by the unusually long revenue cycle in the recovery industry,
assembling and training a qualified and productive employee base possessing
appropriate industry expertise, and an information processing system designed to
aid investigators and examiners engaged in the recovery process. However, there
are participants in the healthcare, insurance, transaction processing and
software development industries that possess sufficient capital, and managerial
and technical expertise, to develop competitive services.

DEPENDENCE ON KEY PERSONNEL

     The Company's success depends to a significant degree upon the continued
contributions of members of the Company's senior management and other key sales,
marketing, computer systems and operations personnel, and the loss of any such
persons could have a materially adverse effect on the business of the Company.
The Company's success also depends upon its ability to attract and retain highly
qualified and skilled managerial, sales, marketing and computer software
development and operations personnel, the competition for whom is intense. There
can be no assurance that the Company will be successful in hiring or retaining
the requisite personnel, which could have a material adverse effect on the
Company's business,
<PAGE>

results of operations and financial condition. The Company does not maintain
insurance on key personnel. The Company has an employment agreement with Patrick
B. McGinnis, Chairman and Chief Executive and has severance agreements with
certain of its other executive officers.

     The Company employs, and facilitates the development of, skilled
knowledge-workers. The Company maintains an extensive, in-house training
program, which it believes is attractive to employees and essential in
developing the necessary industry-specific skills. All of the Company's recovery
and management employees participate in one of four incentive compensation
plans, depending upon the responsibilities of each employee. The Company
believes a tight labor market could affect future hiring. Trover Solutions, Inc.
employed approximately 698 persons as of December 31, 2001.

PROPRIETARY TECHNOLOGY

     Dependence on Proprietary Software Applications.  The Company's success
depends, in part, upon its proprietary technology, specifically the integrated
software programs (the "SubroSystem") that supports its subrogation operations.
Although federal copyright law protects certain elements of the SubroSystem,
such protection neither confers a monopoly on the use of subrogation recovery
software systems nor prevents competitors from developing similar systems. The
SubroSystem, like all other software programs, may be subject to a variety of
replication techniques (for example, reverse engineering, logic tracing,
disassembly and decompilation) that would produce a functionally similar
software system not covered by the Company's registered copyright. Therefore,
there can be no assurance that the Company's registered copyright on the
SubroSystem will preclude or deter circumvention by current or future
competitors, with the effect that the Company might lose any advantage conferred
by the SubroSystem.

     Migration to New System.  The Company completed development of a
web-enabled subrogation software application for health insurance in the second
quarter of 2001 and an application for P&C insurance during the third quarter of
2001, and markets them under the trade name ("Troveris"). The Company began
migrating its subrogation operations, currently run on the SubroSystem, to
Troveris software applications in the fourth quarter of 2001 and expects to
complete the transition during the fourth quarter of 2002. The Company
previously expected this to be completed by the end of the third quarter but has
changed the schedule to allow additional time for testing and training. At that
time the Company expects to abandon the SubroSystem. There can be no assurance
that the Company will successfully complete development of Troveris software
applications or implement a migration of its subrogation operations to Troveris
software applications. If the Company's management is unable to manage this
development and migration effectively, the Company's business, results of
operations and financial condition could be adversely affected. In addition, if
the Company is not successful in developing, marketing or migrating Troveris
software applications, any reduction in technology expenses anticipated by the
Company would not be realized.

     New Product Development.  The Company's future performance will depend in
part upon the Company's ability to develop and successfully introduce new
products and to create and implement enhancements to its existing suite of
products, including those software applications sold by or through Troveris. The
Company has devoted increasingly more resources to product and system
development and enhancements and believes that significant continuing
development and enhancement efforts will be necessary to adapt to changing
marketplace requirements, to sustain its operations, and to integrate the
products and technologies of acquired businesses. There can be no assurance that
the Company will successfully or in a timely manner develop, acquire, integrate,
introduce, and market new product enhancements or products. There can be no
assurance that such product enhancements or new products developed by the
Company will meet the requirements or achieve or sustain the market acceptance
of payors or others in target markets, and any failure to do so could have a
material adverse affect on the Company's business, results of operations and
financial condition.

     Limited Proprietary Rights; Risk of Infringement.  The Company's success is
dependent to a significant extent on its ability to maintain the proprietary and
confidential aspects of its data processing and computer software technology.
The Company relies on a combination of trade secrets, copyright and trademark
laws, nondisclosure, patents, and other contractual provisions to protect its
proprietary rights. There can be no
<PAGE>

assurance that the measures taken by the Company to protect its intellectual
property will be adequate, or that patents applied for or to be applied for by
the Company will be granted by the United States Patent and Trademark Office or
enforced by the courts, or that the Company's current competitors or others will
not independently develop products and services that are substantially
equivalent or superior to those of the Company.

     Substantial litigation regarding intellectual property rights exists in the
software industry, and the Company expects that software products may be
increasingly subject to third-party infringement claims as the number of
competitors in the Company's industry segment grows and the functionality of
products overlaps. Although the Company does not believe, based on its current
analysis, that its products infringe upon the proprietary rights of third
parties, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that a license or
similar agreement will be available on reasonable terms in the event of an
unfavorable ruling on any such claim. In addition, any claim may require the
Company to incur substantial litigation expenses or subject the Company to
significant liabilities and could have a material adverse effect on the
Company's business, results of operations and financial condition. There can be
no assurance that the Company will be successful in its defense of any such
claims.

     Risk of Product Defects; Failure to Meet Performance Criteria.  Software
products, such as those to be offered by the Company, at times contain errors or
failures, especially when initially introduced or when new versions are released
or processes implemented. Although the Company conducts extensive testing,
software errors are sometimes discovered in certain enhancements and products
and services after their introduction. There can be no assurance that, despite
testing by the Company and by current and potential customers, errors or
performance failures will not occur in software products and services under
development or in other enhancements or products after commencement of
availability or implementations. Such errors or performance failures could
result in the loss of revenue and customers, delay in market acceptance,
diversion of development resources, damage to the Company's reputation or
increased service and warranty costs, any of which could have a material adverse
effect upon the Company's business, results of operations and financial
condition.

CONSOLIDATION AMONG HEALTHCARE PAYORS: PRESSURE ON MARGINS

     Consolidation among healthcare payors could increase their bargaining
strength as the number of lives insured or otherwise covered by such healthcare
payors grows. This consolidation may place downward pressure on the Company's
historic margins and may create additional competition from such healthcare
payors in the form of better-equipped in-house recovery departments.
Additionally, existing clients have been and may in the future be lost through
acquisition by non-client healthcare payors.

LIMITATION ON DIVIDENDS

     Since the initial public offering of the Company's Common Stock in May 1997
(the "Offering"), the Company has retained earnings to finance the growth and
development of its business and does not anticipate paying cash dividends on its
Common Stock in the foreseeable future. The Company's credit facility limits its
ability to pay dividends on its Common Stock. Any future determination to pay
cash dividends will be at the discretion of the Board and will be dependent upon
the Company's financial condition, results of operations, credit agreements,
capital requirements and such other factors as the Board deems relevant.

ABILITY TO MANAGE GROWTH

     Since the Offering, the Company has experienced significant growth in its
product offerings, revenues and the number of its employees. This growth has
resulted in an increase in responsibilities placed upon the Company's management
and has placed added pressures on the Company's operating systems. The Company
is expanding its management, systems development and support, marketing, sales
and customer services, which may place a strain on the Company's operations.
Furthermore, the initial expenses associated with the addition of new clients
may be incurred before the Company recognizes any revenues from such new
clients. There can be no assurance that the Company will successfully manage its
expanding operations or implement
<PAGE>

its growth strategy; and if the Company's management is unable to manage growth
effectively, the Company's business, operating results and financial condition
could be adversely affected.

ABILITY TO EXECUTE GROWTH STRATEGY

     In addition to growing its existing claims recovery business and other cost
management services, the Company intends to extend its systems-driven,
process-oriented approach, through acquisitions and internal development, to
outsourcing opportunities in other service industries, including the property
and casualty insurance industry. The Company believes that future development
opportunities are likely to be characterized by:

     - outsourcing services that produce predictable and recurring revenue
       streams;

     - the sale of unbundled components of the Company's traditional subrogation
       outsourcing services;

     - competitive advantages from effective process management, proprietary
       systems and the provision of knowledge-rich services;

     - the development of niche markets;

     - value-based pricing; and

     - a non-exclusive focus on healthcare information services.

     There can be no assurance that the Company will be successful in the
internal development or acquisition of additional claims recovery service or new
lines of business or that it will be able to successfully integrate or manage
additional claims recovery services or new lines of business which it may
develop or acquire, and if the Company's management is unable either to execute
this growth strategy or to manage the resulting growth, the Company's business,
results of operations and financial condition could be adversely affected.
Furthermore, there can be no assurance that the Company will be successful in
attaining adequate funding to complete such developments or acquisitions. In
addition, there can be no assurance that the Company's entrance into the
property and casualty market will be successful, that the Company will be able
to leverage its healthcare subrogation expertise and resources to provide
services to this market effectively or that it will be able to achieve
profitability in this market. If the Company is unable to successfully penetrate
the property and casualty market, leverage its existing expertise in healthcare
or achieve anticipated revenue and gross margin targets, the Company's business,
results of operations and financial condition could be adversely affected.

CERTAIN ANTI-TAKEOVER PROVISIONS

     Certain provisions of the Amended and Restated Certificate of Incorporation
and Bylaws of the Company may be deemed to have the effect of making difficult
an acquisition of control of the Company in a transaction not approved by the
Company's Board of Directors. These provisions include the ability of the
Company's Board of Directors to issue shares of preferred stock in one or more
series without further authorization of the Company's stockholders. Accordingly,
the Company's Board of Directors is empowered, without stockholder approval, to
issue preferred stock with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other rights of the
holders of Common Stock. In the event of such issuance, the preferred stock
could also be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.
Although the Company has no current intention to issue any shares of its
preferred stock, there can be no assurance that the Company will not do so in
the future. These provisions may also have the effect of discouraging a
third-party from making a tender offer or otherwise attempting to obtain control
of the Company even though such a transaction might be economically beneficial
to the Company and its stockholders. Furthermore, the Company is subject to the
anti-takeover provisions of Section 203 of the Delaware General Corporation Law
which prohibits the Company from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the time of the
transaction in which the person first becomes an "interested stockholder",
unless the business combination is approved in a prescribed manner. The
application of Section 203 could have the effect of delaying or preventing a
change of control of the Company. Certain other provisions of the Company's
<PAGE>

Amended and Restated Certificate of Incorporation and Bylaws may have the effect
of delaying or preventing changes of control or management of the Company, which
could adversely affect the market price of the Common Stock. Among these are
provisions:

     - requiring a classified board of directors;

     - limiting the persons able to, and the procedures for, calling a special
       meeting of the stockholders; and

     - requiring certain supermajority stockholder votes to amend certain of the
       foregoing provisions.

     On February 12, 1999, the Board of Directors adopted a Stockholder Rights
Plan and declared a dividend of one preferred stock purchase right (a "Right")
for each outstanding share of Common Stock of the Company. The dividend was
payable to stockholders of record on March 1, 1999. The Rights, which will
initially trade with the Common Stock, separate and become exercisable only upon
the earlier to occur of (i) 10 days after the date (the "Stock Acquisition
Date") of a public announcement that a person or group of affiliated persons has
acquired 20% or more of the Common Stock (such person or group being hereinafter
referred to as an "Acquiring Person") or (ii) 10 days (or such later date as the
Board of Directors shall determine) after the commencement of, or announcement
of an intention to make, a tender offer or exchange offer that could result in
such person or group owning 20% or more of the Common Stock (the earlier of such
dates being called the "Distribution Date"). When exercisable, each Right
initially entitles the registered holder to purchase from the Company one
one-hundredth of a share of a newly created class of preferred stock of the
Company at a purchase price of $65 (the "Purchase Price"). The Rights are
redeemable for $0.001 per Right at the option of the Board of Directors. The
Rights expire on March 1, 2009.

     If any person becomes an Acquiring Person, each holder of a Right will
thereafter have the right (the "Flip-In Right") to receive, in lieu of shares of
preferred stock and upon payment of the Purchase Price, shares of Common Stock
having a value equal to two times the Purchase Price of the Right. Also, if at
any time on or after the Stock Acquisition Date, (i) the Company is acquired in
a transaction in which the holders of all the outstanding shares of Common Stock
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Company's assets, cash flow or earning power is sold or transferred other than
in the ordinary course of business, then each holder of a Right shall thereafter
have the right (the "Flip-Over Right") to receive, in lieu of shares of
preferred stock and upon exercise and payment of the Purchase Price, common
shares of the acquiring company having a value equal to two times the Purchase
Price. If a transaction would otherwise result in a holder having a Flip-In as
well as a Flip-Over Right, then only the Flip-Over Right will be exercisable. If
a transaction results in a holder having a Flip-Over Right subsequent to a
transaction resulting in the holder having a Flip-In Right, a holder will have a
Flip-Over Right only to the extent such holder's Flip-In Rights have not been
exercised.

PROFESSIONAL LIABILITY AND INDEMNITY OBLIGATIONS TO CLIENTS

     From time to time, the Company may be subject to claims from its clients
that it failed to provide services in accordance with its contract or that its
recovery activities have harmed the client. The Company has agreed to indemnify
and hold certain of its clients harmless from negligent acts or omissions of the
Company in the performance of recovery services. Although the Company maintains,
and intends to continue maintaining, insurance covering these types of risks,
there can be no assurance that such insurance will be in an adequate amount or
will be available at reasonable costs in the future.

STOCK PRICE VOLATILITY

     The Company believes that a variety of factors could cause the price of the
Common Stock to fluctuate, perhaps substantially, including:

     - announcements of developments related to the Company's business;

     - changes in financial estimates by securities analysts; and

     - developments in the Company's relationships with its customers,
       distributors and suppliers.
<PAGE>

     In addition, in recent years the stock prices of companies have experienced
extreme price fluctuations, which have often been unrelated to the operating
performance of such companies. Similar fluctuations may adversely affect the
market price of the Common Stock in the future.

     Over the past three years, the market for the Company's Common Stock
experienced material price and volume fluctuations. An investment in the
Company's Common Stock is not suitable for any investor who is unwilling to
assume the risk associated with any such price and volume fluctuations.

     This Safe Harbor Statement supersedes the Safe Harbor Statements filed as
Exhibit 99.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.