ARRANGEMENT RELATING TO
ACCUMULATIONS OF BENEFICIAL OWNERSHIP OF COMMON STOCK OR A CHANGE IN CONTROL OF
THE COMPANY.
(K)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
SINCE
FEBRUARY 28, 2003, THE COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SEC PURSUANT
TO THE REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "1934 ACT") (ALL OF THE FOREGOING TYPES OF DOCUMENTS FILED PRIOR TO THE
DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND
SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN BEING
HEREINAFTER REFERRED TO AS THE "SEC DOCUMENTS").
THE COMPANY HAS MADE AVAILABLE
TO THE BUYER OR THEIR RESPECTIVE REPRESENTATIVES COPIES OF THE SEC DOCUMENTS.
AS OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT AND THE RULES AND REGULATIONS OF
THE SEC PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS, AND NONE OF THE
SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC, CONTAINED ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
AS OF THEIR
RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING THE
PERIODS INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL
STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE OF UNAUDITED INTERIM
STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE FOOTNOTES OR MAY BE CONDENSED OR
SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
POSITION OF THE COMPANY AS OF THE DATES THEREOF AND THE RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
EXCEPT AS SET
FORTH IN THE FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S SEC DOCUMENTS,
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITIES, CONTINGENT
OR OTHERWISE, OTHER THAN LIABILITIES INCURRED IN THE ORDINARY
6
course of business subsequent to May 31, 2003, and liabilities of the type not
required under generally accepted accounting principles to be reflected in such
financial statements.
The Company is eligible to register its securities on
Form S-3.
(L)
ACCOUNTANTS.
THE COMPANY HAS NO REASON
TO BELIEVE THAT ITS ACCOUNTANTS, PRICEWATERHOUSECOOPERS LLP, WILL NOT ISSUE
THEIR REPORT WITH RESPECT TO THE FINANCIAL STATEMENTS TO BE INCORPORATED BY
REFERENCE FROM THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
FEBRUARY 28, 2003 INTO THE REGISTRATION STATEMENT (AS DEFINED BELOW) AND THE
PROSPECTUS WHICH FORMS A PART THEREOF.
THERE ARE NO DISPUTES BETWEEN THE
COMPANY AND PRICEWATERHOUSECOOPERS LLP THAT ARE REQUIRED