OF SIMILAR SIZE AND STAGE OF DEVELOPMENT IN THE BUSINESSES IN WHICH
THE COMPANY AND THE SUBSIDIARIES ARE ENGAGED.
THE COMPANY HAS NO REASON TO
BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS AND THE SUBSIDIARIES' EXISTING
INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN SIMILAR
COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS BUSINESS ON
TERMS CONSISTENT WITH MARKET FOR THE COMPANY'S AND SUCH SUBSIDIARIES' RESPECTIVE
LINES OF BUSINESS.
(P)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS SET FORTH IN THE SEC REPORTS, NONE OF THE OFFICERS OR DIRECTORS OF THE
COMPANY AND, TO THE KNOWLEDGE OF THE COMPANY, NONE OF THE EMPLOYEES OF THE
COMPANY IS PRESENTLY A PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY
SUBSIDIARY REQUIRED TO BE DISCLOSED IN THE SEC REPORTS (OTHER THAN FOR SERVICES
AS EMPLOYEES, OFFICERS AND DIRECTORS), INCLUDING ANY CONTRACT, AGREEMENT OR
OTHER ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES TO OR BY, PROVIDING
FOR RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM, OR OTHERWISE REQUIRING
PAYMENTS TO OR FROM ANY OFFICER, DIRECTOR OR SUCH EMPLOYEE OR, TO THE KNOWLEDGE
OF THE COMPANY, ANY ENTITY IN WHICH ANY OFFICER, DIRECTOR, OR ANY SUCH EMPLOYEE
HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR, TRUSTEE OR PARTNER.
(Q)
INTERNAL ACCOUNTING CONTROLS.
THE COMPANY
AND THE SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II)
TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO
MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO ASSETS IS PERMITTED ONLY IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, AND (IV) THE
RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
THE COMPANY HAS ESTABLISHED DISCLOSURE CONTROLS AND PROCEDURES (AS
DEFINED IN EXCHANGE ACT RULES 13A-14 AND 15D-14) FOR THE COMPANY AND DESIGNED
SUCH DISCLOSURE CONTROLS AND PROCEDURES TO
9
ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING ITS
SUBSIDIARIES, IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE
ENTITIES.
THE COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF
THE COMPANY'S CONTROLS AND PROCEDURES IN ACCORDANCE WITH ITEM 307 OF REGULATION
S-K UNDER THE EXCHANGE ACT FOR THE FISCAL QUARTER ENDED MARCH 31, 2004 (SUCH
DATE, THE "EVALUATION DATE").
THE COMPANY PRESENTED IN ITS MOST RECENTLY FILED
FORM 10-Q THE CONCLUSIONS OF THE CERTIFYING OFFICERS ABOUT THE EFFECTIVENESS OF
THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR EVALUATIONS AS OF THE
EVALUATION DATE.
SINCE THE EVALUATION DATE, THERE HAVE BEEN NO SIGNIFICANT
CHANGES IN THE COMPANY'S INTERNAL CONTROLS (AS SUCH TERM IS DEFINED IN ITEM
308(C) OF REGULATION S-K UNDER THE EXCHANGE ACT) OR, TO THE COMPANY'S KNOWLEDGE,
IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT THE COMPANY'S INTERNAL CONTROLS
WHICH WAS REQUIRED TO BE DISCLOSED IN THE SEC REPORTS AND WAS NOT SO