IN A TIMELY MANNER
ALL DOCUMENTS THAT THE COMPANY WAS REQUIRED TO FILE (I) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND (II) UNDER THE
SECURITIES ACT, AS OF THE DATE HEREOF.
THE FOLLOWING DOCUMENTS (INCLUDING ALL
EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND SCHEDULES THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE) (COLLECTIVELY, THE "SEC FILINGS") COMPLIED
IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT AS OF THEIR
RESPECTIVE FILING DATES, AND THE INFORMATION CONTAINED THEREIN WAS TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE OF SUCH DOCUMENTS, AND EACH OF
THE FOLLOWING DOCUMENTS AS OF THE DATE THEREOF DID NOT CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING:
(I)
THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 AND ITS
QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2003; AND
(II)
ALL OTHER
DOCUMENTS, IF ANY, FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") SINCE THE FILING OF THE QUARTERLY REPORT ON FORM 10-Q FOR
THE FISCAL QUARTER ENDED MARCH 31, 2003 PURSUANT TO THE REPORTING REQUIREMENTS
OF THE EXCHANGE ACT.
(B)
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL
STATEMENTS OF THE COMPANY INCLUDED IN THE SEC FILINGS COMPLIED AS TO FORM (AND
WILL COMPLY AS TO FORM) IN ALL MATERIAL
10
RESPECTS WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") AND THE
PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED,
DURING THE PERIODS INVOLVED (EXCEPT IN THE CASE OF UNAUDITED INTERIM STATEMENTS,
TO THE EXTENT THEY MAY EXCLUDE FOOTNOTES OR MAY BE CONDENSED OR SUMMARY
STATEMENTS OR AS OTHERWISE, IN EACH CASE, MAY BE PERMITTED BY THE SEC ON FORM
10-Q UNDER THE EXCHANGE ACT) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF AND THE
CONSOLIDATED 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).
ERNST & YOUNG LLP, WHICH HAS EXAMINED CERTAIN OF SUCH FINANCIAL
STATEMENTS, IS AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM WITHIN THE
MEANING OF THE SECURITIES ACT.
(C)
SINCE DECEMBER 31, 2002, EXCEPT AS
SPECIFIED IN THE SEC FILINGS, THE COMPANY HAS NOT INCURRED OR SUFFERED ANY
LIABILITY OR OBLIGATION, MATURED OR UNMATURED, CONTINGENT OR OTHERWISE, EXCEPT
IN THE ORDINARY COURSE OF BUSINESS AND EXCEPT ANY SUCH LIABILITY OR OBLIGATION
THAT HAS NOT HAD AND COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR
IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT ON THE BUSINESS OR FINANCIAL
CONDITION OF THE COMPANY.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFIED
IN THE SEC FILINGS, THE COMPANY HAS NO MATERIAL LIABILITIES OR OBLIGATIONS THAT