EXCEPT AS SET FORTH IN
SECTION 3(I) OF THE COMPANY'S DISCLOSURE SCHEDULES HERETO, SINCE FEBRUARY 28,
2002, 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 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 BUYERS 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 SEC DOCUMENTS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY
LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS SUBSEQUENT TO MAY 31, 2002, AND LIABILITIES OF THE
TYPE NOT REQUIRED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO BE REFLECTED
IN SUCH FINANCIAL STATEMENTS.
SUCH LIABILITIES
-6-
incurred subsequent to May 31, 2002, are not, in the aggregate, material to the
financial condition or operating results of the Company and its Subsidiaries,
taken as a whole.
(K)
CONDUCT OF BUSINESS; REGULATORY PERMITS.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY JUDGMENT, DECREE OR ORDER OR ANY
STATUTE, ORDINANCE, RULE OR REGULATION APPLICABLE TO THE COMPANY OR ITS
SUBSIDIARIES, AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES WILL CONDUCT
ITS BUSINESS IN VIOLATION OF ANY OF THE FOREGOING, EXCEPT FOR POSSIBLE
VIOLATIONS WHICH WOULD NOT, INDIVIDUALLY OR