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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-3970
HARSCO CORPORATION SAVINGS PLAN
(Full title of the Plan)
HARSCO CORPORATION
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(Name of issuer of the securities held pursuant to the Plan)
Camp Hill, PA 17001-8888
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(Address of principal executive office)
Telephone - (717) 763-7064
-1-
HARSCO CORPORATION SAVINGS PLAN
INDEX TO
FORM 11-K ANNUAL REPORT
---------------
Form 11-K
Pages
Report of Independent Auditors 3
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2002 and December 31, 2001 4
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 2002 5
Notes to Financial Statements 6-14
Supplemental Schedule:
Assets Held for Investment Purposes as of December 31, 2002 - 4(I)* 15
Exhibits:
Exhibit 23 - Consent of Independent Accountants 1
Exhibit 99(a) - Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 1
Exhibit 99(b) - Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 1
* Refers to item number in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 2002.
-2-
REPORT OF INDEPENDENT AUDITORS
To the Participants and the Plan Administrative Committee of
the Harsco Corporation Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Harsco Corporation Savings Plan (the "Plan") at December 31, 2002 and
2001, and the changes in net assets available for benefits for the year ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 27, 2003
-3-
HARSCO CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
December 31, 2002 and December 31, 2001
Assets December 31 December 31
2002 2001
-------- --------
Investments, at fair value:
Participant directed $151,390 $162,053
Non-participant directed 31,913 36,521
-------- --------
Total investments 183,303 198,574
-------- --------
Contributions Receivable:
Employer's 35 77
Participants' 144 336
-------- --------
Total receivables 179 413
-------- --------
Net assets available for benefits $183,482 $198,987
======== ========
The accompanying notes are in integral part of the financial statements.
-4-
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
For the Year Ended December 31, 2002
Additions (reductions) to net assets attributed to:
Investment income
Net depreciation in the fair value of investments $ (23,888)
Dividends 3,633
Interest - money market fund 328
Interest - participant loans 690
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(19,237)
Contributions:
Employer's 3,685
Participants' 12,303
---------
15,988
Transfers from other plans 11,643
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Total additions 8,394
Deductions:
Withdrawals (23,899)
---------
Net decrease in net assets available for benefits (15,505)
Net assets available for benefits:
December 31, 2001 198,987
---------
December 31, 2002 $ 183,482
=========
The accompanying notes are an integral part of the financial statements.
-5-
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. General Description of Plan:
----------------------------
The following description of the Harsco Corporation Savings Plan (the
"Plan") provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan designed to comply with the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA") and with the requirements for qualification under Sections 401(a)
and 401(k) of the Internal Revenue Code (the "Code").
All U.S. employees (including officers) who receive a stated weekly,
hourly, monthly, or annual rate of compensation and are employed by Harsco
Corporation (the "Company") or any subsidiary of either the Company or a
subsidiary which adopts this Plan with the approval of the Company shall be
covered by, or remain covered by this Plan, are deemed "Eligible
Employees." Also eligible are employees covered by a collective bargaining
agreement where the agreement provides for the employees' eligibility to
participate in the Plan. New employees deemed Eligible Employees under this
Plan are eligible to participate in the Plan as of the first payroll of
January, April, July or October after the date of hire.
To participate in the Plan, an Eligible Employee must elect to contribute
to the Plan through payroll deductions each pay period. Contributions are
in whole percentages from 1% to 75% of compensation received for services
as an employee of the Company or any subsidiary of the Company. The
participant shall designate what percentage of such contributions will be
"Pre-Tax Contributions" and what percentage will be "After-Tax
Contributions." A participant who makes Matched Pre-Tax and/or Matched
After-Tax Contributions in an aggregate amount of 6% of his or her
compensation may also elect to contribute from 1% to 69% of his or her
compensation as an Unmatched Pre-Tax Contribution and from 1% to 16% of his
or her compensation as an Unmatched After-Tax Contribution, subject to IRS
and Plan limitations. In no event during the year may (a) Matched Pre-Tax
and Matched After-Tax Contributions exceed 6% of compensation, (b)
Unmatched Pre-Tax and Unmatched After-Tax Contribution exceed 69% of
compensation or (c) Pre-Tax Contributions exceed the amount specified by
the Internal Revenue Service (IRS) code which was $11,000 and $10,500 for
the years ended December 31, 2002 and 2001, respectively, for participants
under 50 years of age. For participants who turned 50 on or before December
31, 2002, the pretax limit was $12,000 in 2002 as a result of an additional
$1,000 of "catch-up contributions" allowed by law. Pre-Tax Contributions
shall constitute a reduction in the participant's taxable income for
purposes of Section 401(k) of the Code. After-Tax Contributions will be
considered to be the participant's contributions to the Plan and shall not
constitute a reduction in the participant's taxable income for the purposes
of Section 401(k) of the Code.
-6-
NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
----------------------------------------
Pursuant to the Plan, the Company will make contributions in cash to the
trustee for the account of each participant in an amount equal to 50% of
the first 6% of such participant's compensation designated as Matched
Pre-Tax Contributions and/or Matched After-Tax Contributions. These
contributions are referred to as "Company Matching Contributions".
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's Matching Accounts is based on
years of vesting service. A participant is 100% vested after three years of
credited service.
The Company pays administrative fees related to maintaining the Plan as a
whole. Fees for investment management are subtracted from fund performance
reported by each fund. Participant directed investment fund change fees and
Plan record keeping fees are paid by the Company. Loan setup fees are paid
by the participant. Effective January 1, 2003, account balances in Vanguard
Institutional Index Fund will be assessed an annual 0.25% fee, assessed in
quarterly increments, to cover record keeping expenses for the fund. Also
effective January 1, 2003, transfers in and out of the Harsco Stock Fund
will be assessed a $0.03 commission per share transferred.
Participants may borrow from their fund accounts a minimum of $500 to a
maximum of 50% of their vested account balance, not to exceed $50,000. Loan
transactions are treated as a transfer to (from) the respective investment
fund(s) from (to) the Participant Loans fund. The participant may choose
the loan repayment period, not to exceed five years. However, the term may
be for any period not to exceed 15 years if the purpose of the loan is to
acquire the participant's principal residence. The loans are collateralized
only by the portion of the participant's account from which the loan is
made and bear interest at a rate commensurate with local prevailing rates
as determined periodically by the Plan administrator. Interest rates on
outstanding loans, based on the trustee's prime rate plus one percent,
ranged from 5.25% to 10.5% at December 31, 2002. Principal and interest is
paid ratably through payroll deductions.
On termination of service due to death, disability, or retirement, a
participant or beneficiary may elect one of three options. The participant
or beneficiary may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account; a portion
paid in a lump-sum, and the remainder paid later; or annual installments
over not more than fifteen years. For termination of service for other
reasons, a participant may receive the value of the vested interest in his
or her account as a lump-sum distribution.
-7-
NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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While the Company has not expressed any intent to discontinue the Plan, it
reserves the right to terminate the Plan at any time or discontinue
contributions thereunder. In the event such discontinuance resulted in the
termination of the Plan, the accounts of each affected employee who has not
yet incurred a break in service shall be fully vested. Complete
distributions or withdrawals would be distributed to Plan participants and
beneficiaries in proportion to their respective account balances.
2. Summary of Significant Accounting Policies:
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Basis of Accounting:
--------------------
The financial statements of the Plan are prepared under the accrual basis
of accounting.
Investment Valuation:
---------------------
The Harsco Corporation Common Stock is stated at market value, which
represents the closing price of the stock on the Composite Reporting Tape
of the stock exchanges on the last day of trading of the calendar year.
Shares in the Ariel Appreciation Fund, Dodge & Cox Stock Fund, Morgan
Stanley Institutional Fund, Inc. U.S. Real Estate Fund, Neuberger Berman
Genesis Fund, PIMCO Total Return Fund, Putnam Asset Allocation - Balanced
Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam Asset
Allocation - Growth Portfolio, Putnam Bond Index Fund, Putnam Fund for
Growth and Income, Putnam Income Fund, Putnam International Growth Fund,
Putnam Money Market Fund, Putnam New Opportunities Fund, Putnam Voyager
Fund, and Vanguard Institutional Index Fund, are all stated at fair value,
which represents the closing price on the last day of trading of the
calendar year. Cash, which represents funds held until purchases of common
stock are completed, is stated at fair value. Participant loans are valued
at cost which approximates fair value.
Use of Estimates:
-----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
Other:
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The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the market value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
-8-
NOTES TO FINANCIAL STATEMENTS, continued
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2. Summary of Significant Accounting Policies: (continued):
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The purchase and sale of investments are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis. Both participant and
Company contributions are accrued in the period of the related payroll
deductions. Forfeitures, a result of participant withdrawals prior to their
full vesting in the Plan, are used to reduce the amount of future Company
matching contributions.
3. Investment Options:
-------------------
The Plan, comprised of participant and Company contributions, contains the
following investment options:
(1) Harsco Common Stock Fund - (consisting of Common Stock purchased with
Company and participant directed contributions): a fund consisting of
Common Stock of Harsco Corporation purchased in the open market or
through privately negotiated transactions to the extent permitted by
rules of the New York Stock Exchange and the Securities and Exchange
Commission.
(2) Ariel Appreciation Fund - (consisting of investments purchased with
participant directed contributions): a long-term growth oriented fund
consisting primarily of medium sized company stocks.
(3) Dodge & Cox Stock Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting principally of
common stock with a primary objective of long-term growth and income.
The fund's secondary objective is to achieve a reasonable current
income.
(4) Morgan Stanley Institutional Fund, Inc. U.S. Real Estate Fund -
(consisting of investments purchased with participant directed
contributions): a fund consisting primarily of equity securities of
companies in the U.S. real estate industry, including real estate
investment trusts. The fund seeks to provide above average current
income and long-term capital appreciation.
(5) Neuberger Berman Genesis Fund - (consisting of investments purchased
with participant directed contributions): a fund consisting mainly of
common stock of small capitalization companies that offer potential
for capital growth.
(6) PIMCO Total Return Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting, under normal
circumstances, of at least 65% of its assets in a diversified
portfolio of fixed income instruments of varying maturities. The fund
seeks maximum total returns, consistent with preservation of capital
and prudent investment management.
-9-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued):
--------------------------------
(7) Putnam Asset Allocation - Balanced Portfolio - (consisting of
investments purchased with participant directed contributions): a fund
consisting of 45 - 75% investments in stocks and 25 - 55% investments
in a diversified portfolio of fixed-income securities, including both
government and corporate bonds.
(8) Putnam Asset Allocation - Conservative Portfolio - (consisting of
investments purchased with participant directed contributions): a fund
consisting of 15 - 45% investments in stocks and 55 - 85% investments
in a diversified portfolio of fixed-income securities, including both
government and corporate bonds.
(9) Putnam Asset Allocation - Growth Portfolio - (consisting of
investments purchased with participant directed contributions): a fund
consisting of 65 - 95% investments in stock that Putnam Management
believes have the potential for capital appreciation and consisting of
5 - 35% investments in a diversified portfolio of fixed-income
securities, including both government and corporate bonds.
(10) Putnam Bond Index Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting of a sample of
securities included in the Lehman Brothers Aggregate Bond Index. The
fund's goal is to achieve a return, before the assessment of any fees,
that closely approximates the index.
(11) Putnam Fund for Growth and Income - (consisting of investments
purchased with participant directed contributions): a fund consisting
primarily of common stocks located mainly in the United States that
offer potential for capital growth, current income, or both.
(12) Putnam Income Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting principally of
investments in bonds and other debt securities. Bonds include both
corporate and government bonds.
(13) Putnam International Growth Fund - (consisting of investments
purchased with participant directed contributions): a growth oriented
fund consisting of investments in a diversified portfolio of stocks of
companies located mainly outside the United States.
(14) Putnam Money Market Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting of short-term
high-quality money market securities. Investments in this fund are
neither insured nor guaranteed by the U.S. government.
-10-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued)
-------------------------------
(15) Putnam New Opportunities Fund - (consisting of investments purchased
with participant directed contributions): a fund consisting primarily
of investments in common stock of U.S. companies within certain
industry groups that Putnam management believes offer above-average
long-term growth potential.
(16) Putnam Voyager Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting mainly of
investments in stock of midsized to large companies expected to grow
over time. The fund invests all or a portion of its assets in
companies located mainly inside the United States.
(17) Vanguard Institutional Index Fund - (consisting of investments
purchased with participant directed contributions): a fund consisting
of investments in the same stocks and in substantially the same
percentages as the S&P 500 Index.
The Plan provides for various investment options as described above.
Investment securities are exposed to various risks, such as interest rate,
market, and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect participants'
account balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
There were 5,250 participants at December 31, 2002 who participated in one
or more of the 17 investment funds. At December 31, 2002 the number of
participants selecting each of the investment funds for their contributions
was as follows:
Harsco Corporation Common Stock Fund.................. 4,981
Ariel Appreciation Fund............................... 35
Dodge & Cox Stock Fund................................ 48
Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund............................... 37
Neuberger Berman Genesis Fund......................... 567
PIMCO Total Return Fund............................... 431
Putnam Asset Allocation - Balanced Portfolio.......... 1,143
Putnam Asset Allocation - Conservative Portfolio...... 415
Putnam Asset Allocation - Growth Portfolio............ 787
Putnam Bond Index Fund................................ 51
Putnam Fund for Growth and Income..................... 1,262
Putnam Income Fund.................................... 757
Putnam International Growth Fund...................... 1,482
Putnam Money Market Fund.............................. 3,034
Putnam New Opportunities Fund......................... 2,217
Putnam Voyager Fund................................... 2,306
Vanguard Institutional Index Fund..................... 2,817
-11-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued):
--------------------------------
The following table separately identifies those investments which represent five
percent or more of the Plan's net assets at December 31, 2002 with comparable
information for 2001:
(in thousands) December 31 December 31
2002 2001
--------- ---------
Harsco Corporation Common Stock (1) $ 75,014 $ 86,403
Participant Loans 10,005 9,554
Putnam Money Market Fund 23,242 19,661
Putnam Voyager Fund 13,141 19,648
Vanguard Institutional Index Fund 19,834 23,815
Other 42,067 39,493
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$ 183,303 $ 198,574
========= =========
(1) Harsco Corporation Common Stock includes $31,913 at December 31, 2002 and
$36,521 at December 31, 2001 that is non-participant directed
The following table summarizes the change in the non-participant directed
portion of the Harsco Corporation Common Stock Fund:
Balance at January 1, 2002 $ 36,521
Net depreciation in fair value (3,131)
Contributions (net of forfeitures) 3,221
Termination payments (3,427)
Transfers to participant directed investments (1,271)
---------
Balance at December 31, 2002 $ 31,913
=========
-12-
NOTES TO FINANCIAL STATEMENTS, continued
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4. Related-Party Transactions:
---------------------------
Certain Plan investments are shares of mutual funds managed by Putnam
Investments. Putnam Investments is the trustee as defined by the Plan, and
therefore, transactions in these funds qualify as party-in-interest
transactions. Transactions in the Harsco Stock Fund also qualify as
party-in-interest transactions.
5. Plan Amendments:
----------------
The Company amended the Plan effective October 1, 2002, to increase maximum
contribution average percentages to 75% of employees' total pay, for both
pretax and total contributions. The previous maximum percentages were 16%.
The Company amended the Plan effective January 1, 2003, to remove
restrictions on contributions made to the company matching account.
Participants will direct 100% of future company matching contributions.
Amounts credited to the company matching account prior to January 1, 2003
will become available for participant direction as follows:
o Effective January 1, 2003 the participant shall have the right to direct
the investment of 25% of the restricted company matching account.
o Effective April 1, 2003, the participant shall have the right to direct
the investment of 33% of the amount then remaining in the restricted
company matching account.
o Effective July 1, 2003, the participant shall have the right to direct
the investment of 50% of the amount then remaining in the restricted
company matching account.
o Effective October 1, 2003 and thereafter, the participant shall have the
right to direct the investment of 100% of the amount then remaining in
the restricted company matching account.
In accordance with this amendment, effective January 1, 2003, and April 1,
2003, 250,176 shares and 237,851 shares, respectively with a market value
of approximately $8.0 and $7.3 million, respectively, was transferred from
nonparticipant directed to participant directed accounts.
The Company amended the Plan effective on and after January 1, 2003, to
limit the participant to a maximum of one loan outstanding at any given
time. Participants who currently have multiple loans outstanding will be
allowed to retain those loans and repay them according to the loans'
original terms.
-13-
NOTES TO FINANCIAL STATEMENTS, continued
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6. Federal Income Taxes:
---------------------
The Company received a determination letter from the Internal Revenue
Service on May 15, 2003, that the Plan, as amended March 28, 2003, is a
qualified plan under Sections 401(a) and 401(k) of the Internal Revenue
Code and is therefore exempt from Federal income taxes under the provisions
of Section 501(a). The determination letter renewed the IRS's previous
favorable determination made on December 26, 2000. The Plan has been
amended since the IRS made its latest determination. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
provisions of the Internal Revenue Code.
7. Transfers from Other Plans
--------------------------
In 1999, the Company acquired Pandrol Jackson, which had its own savings
plans. Effective January 1, 2001, participants in the Harsco Track
Technologies Security Savings Plan and Harsco Track Technologies UAW 401
(k) Plan were eligible to participate in the Plan. Effective July 1, 2002,
$11.6 million in assets from the Track Technologies Savings Plan and Track
Technologies UAW 401 (k) Plan were merged into the Plan.
-14-
HARSCO CORPORATION SAVINGS PLAN
LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500
December 31, 2002
(dollars in thousands)
(a) (b) & (c) (d) (e)
Party Shares or Current
In Interest Units Identity of Issue and Description of Investment Cost Value
--------------- ------------- ----------------------------------------------- ---------- ----------
Common Stock:
* 2,352,286 Harsco Corp. Common Stock, par value $1.25 $ 53,628 $ 75,014
---------- ----------
N/A Participant Loans (1) 10,005 10,005
---------- ----------
Mutual Funds:
4,314 Ariel Appreciation Fund 142 143
2,675 Dodge & Cox Stock Fund 227 236
Morgan Stanley Institutional Fund, Inc. U.S.
10,271 Real Estate Fund 139 138
187,002 Neuberger Berman Genesis Fund 5,502 5,262
422,169 PIMCO Total Return Fund 4,507 4,505
* 812,831 Putnam Asset Allocation-Balanced Portfolio 9,139 6,795
* 183,031 Putnam Asset Allocation-Conservative Portfolio 1,700 1,453
* 277,361 Putnam Asset Allocation-Growth Portfolio 3,219 2,197
* 34,123 Putnam Bond Index Fund 434 445
* 298,385 Putnam Fund for Growth and Income 5,530 4,219
* 500,268 Putnam Income Fund 3,324 3,342
* 290,928 Putnam International Growth Fund 6,203 4,774
* 23,242,227 Putnam Money Market Fund 23,242 23,242
* 297,166 Putnam New Opportunities Fund 16,141 8,448
* 1,033,919 Putnam Voyager Fund 22,409 13,141
246,534 Vanguard Institutional Index Fund 25,727 19,834
---------- ----------
Total Mutual Funds 127,585 98,174
---------- ----------
N/A Cash 110 110
---------- ----------
Total Assets Held for Investment Purposes $ 191,328 $ 183,303
========== ==========
(1) Participant Loans range up to 15 years to maturity and interest rates on
these loans ranged from 5.25% to 10.5%.
-15-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrative Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
HARSCO CORPORATION SAVINGS PLAN
BY /S/ Mark E. Kimmel
-----------------------------------------------
Mark E. Kimmel
Corporate Secretary & Assistant General Counsel
June 27, 2003