UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2002
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Constellation Brands, Inc.
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(Exact name of registrant as specified in its charter)
001-08495
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(Commission File Number)
Delaware 16-0716709
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
300 WillowBrook Office Park, Fairport, New York 14450
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(585) 218-2169
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Constellation Brands, Inc. released the following information on April 10, 2002:
CONSTELLATION POSTS 21% FISCAL 2002 EARNINGS PER SHARE INCREASE
Company expects continued double-digit earnings growth and announces stock split
FAIRPORT, NEW YORK, April 10, 2002 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) today reported record diluted earnings per share before an extraordinary
item of $3.14 for the twelve months ended February 28, 2002 ("Fiscal 2002") and
$0.63 for the three months ended February 28, 2002 ("Fourth Quarter 2002"). The
full year earnings are a 21 percent increase over the prior year, exceeding the
Company's estimates and the fourth quarter results are 31 percent higher than
the prior year. Including an extraordinary item, Constellation reported diluted
earnings per share of $3.11 and $0.60 for Fiscal 2002 and the Fourth Quarter
2002, respectively. The Company also announced a two-for-one stock split of both
its Class A and Class B shares to be distributed on or about May 13, 2002, to
stockholders of record on April 30, 2002.
Constellation President and CEO Richard Sands said, "Despite a challenging
economic environment, our sales grew organically by 8 1/2 percent and 18 percent
with acquisitions, our 21 percent earnings increase continued our record of
double-digit growth and we generated approximately $430 million of EBITDA." Mr.
Sands remarked, "We also successfully managed an unprecedented year, making four
excellent acquisitions and forming an exciting joint venture. Each acquisition
benefited from leveraging our distribution strength and marketing skills." Sands
noted, "Constellation's performance is testament to a successful operating
strategy and our broad, growing and balanced portfolio of leading beverage
alcohol brands."
Mr. Sands added, "Our fourth quarter results were bolstered by significant
imported beer volume growth, increasing margins for our popular and premium
wines, a rebound in fine wine volumes and continuing volume and market share
gains in our U.K. wholesale business."
Discussing the outlook, Mr. Sands said, "We expect our growth driver
businesses - fine wine, U.K. wholesale and imported beer - to deliver excellent
results next year and drive continued double-digit earnings per share growth
beyond the four consecutive years we have already delivered. Our announced
two-for-one stock split underscores our confidence in the Company's ability to
deliver strong performance as well as our desire to develop greater investor
participation in our Company. Constellation's top-line growth, margin
improvements and deleveraging initiatives position us to build on our track
record of growing earnings and delivering shareholder value."
- 2 -
CONSOLIDATED RESULTS
Net sales reached $674 million for Fourth Quarter 2002, a 24 percent
increase over Fourth Quarter 2001. Approximately half of the growth resulted
from the inclusion of brands acquired in the Turner Road Vintners and Corus
acquisitions in March 2001, including Vendange, Talus and Alice White, and from
the Ravenswood brand, which was acquired in July 2001 (collectively, the
"Acquisitions"). Excluding the Acquisitions, net sales increased 12 percent;
attributed primarily to growth in imported beer, fine wines and the U.K.
wholesale business. Net sales for Fiscal 2002 reached $2.8 billion, an 18
percent increase as compared to Fiscal 2001. Excluding the Acquisitions, net
sales increased eight and one half percent for Fiscal 2002, led by imported
beer, fine wines and the U.K. wholesale business.
Gross profit reached $221 million for Fourth Quarter 2002, a 34 percent
Increase over Fourth Quarter 2001. The improvement in gross profit resulted from
increased sales and a 250 basis point improvement in gross profit margin. The
increase in gross profit margin to 32.8 percent resulted primarily from sales of
higher margin brands from the Acquisitions. Gross profit and gross profit
margin for Fiscal 2002 were $919 million and 32.6 percent, respectively,
compared to $757 million and 31.6 percent for Fiscal 2001.
Selling, general and administrative expenses were $146 million for Fourth
Quarter 2002, a 36 percent increase from Fourth Quarter 2001. The increase was
due to higher advertising and promotion costs associated with higher volumes and
an increase in general operating expenses. Fourth Quarter 2002 selling, general
and administrative expenses, as a percent of net sales, were 21.7 percent,
compared to 19.7 percent over the same period a year ago, as a result of
increases in general operating expenses and higher average advertising and
promotional costs. For Fiscal 2002 selling, general and administrative expenses
as a percent of net sales were 20.4 percent, virtually unchanged from the prior
year.
Operating income increased $17 million to reach $75 million for Fourth
Quarter 2002, an increase of 30 percent. For Fiscal 2002, operating income was
$342 million, a 26 percent increase over Fiscal 2001.
Equity in earnings of Pacific Wine Partners, an equally owned joint venture
with BRL Hardy, which commenced operations August 2001, was $0.6 million for
Fourth Quarter 2002 and $1.7 million for Fiscal 2002. Pacific Wine Partners'
sales, led by Australian import Banrock Station and Blackstone from California,
improved 22% and 37% on a pro forma basis for Fourth Quarter 2002 and Fiscal
2002, respectively, versus the prior year comparable period.
Net interest expense for Fourth Quarter 2002 was $28 million, virtually
unchanged from $27 million a year ago. Lower average borrowing rates were
offset by higher average debt levels related to the financing of the
Acquisitions as well as additional interest expense associated with refinancing
long-term debt during the quarter. Net interest expense for Fiscal 2002 was
$114 million, up slightly from $109 million for Fiscal 2001.
Net income and diluted earnings per share before an extraordinary item were
$29 million and $0.63 in Fourth Quarter 2002, compared to $18 million and $0.48,
respectively, in Fourth Quarter 2001. Fiscal 2002 net income and diluted
earnings per share before an extraordinary item were $138 million and $3.14
compared to $97 million and $2.60 in Fiscal 2001.
In order to lower its long- term financing costs, the Company refinanced
$195 million 8 3/4% senior subordinated notes due 2003 with 8 1/8% senior
subordinated notes due 2012. The Company incurred an extraordinary charge after
taxes of $1.6 million, or $0.03 per diluted share, in Fourth Quarter 2002
related to fees that would have otherwise been amortized over the remaining two
years of the notes.
- 3 -
IMPORTED BEER AND SPIRITS RESULTS
Imported beer and spirits net sales grew 26 percent to $230 million for
Fourth Quarter 2002, resulting from a 37 percent increase in beer sales and a
five percent increase in spirit sales. Beer shipments were well ahead of annual
run rates primarily driven by increased purchases of Mexican brands by
wholesalers before a planned price increase that went into effect March 1, 2002.
While the increased purchases in Fourth Quarter 2002 could negatively impact
volume in First Quarter 2003, the price increase should partially offset the
volume shift between quarters. The growth in spirits net sales resulted from
increases in bulk whiskey sales and a two percent increase in branded spirit
sales. Operating income for Fourth Quarter 2002 increased 12 percent due to
higher beer sales, partially offset by increased general operating expenses.
For Fiscal 2002, net sales grew 11 percent to reach $1.0 billion driven by
volume growth in imported beer, primarily the Mexican portfolio: Corona Extra,
Corona Light, Modelo Especial, Pacifico and Negra Modelo. Fiscal 2002 and
Fiscal 2001 operating income was $179 million and $168 million, respectively, an
increase of 7 percent.
POPULAR AND PREMIUM WINE RESULTS
Popular and premium wine net sales for Fourth Quarter 2002 increased 23
percent to $215 million. The increase resulted from the addition of sales from
brands acquired in the Turner Road Vintners and Corus acquisitions, partially
offset by lower bulk wine sales and other branded wine sales. Excluding the
acquired brands, branded net sales declined three percent on lower volume.
Operating income reached $29 million for the quarter, an increase of $13
million or 83 percent compared to the prior year. The increase was the result
of additional profits from the acquired brands and the positive impact of lower
grape prices.
Net sales and operating income for Fiscal 2002 were $863 million and $105
million, respectively, compared to $692 million and $50 million the prior year.
Excluding the acquisitions, branded wine sales were down one percent in Fiscal
2002 on slightly lower volume.
U.K. BRANDS AND WHOLESALE RESULTS
U.K brands and wholesale net sales for Fourth Quarter 2002 were $193
million versus $172 million reported for the comparable quarter a year ago, an
increase of 12 percent. Wholesale sales increased 17 percent for Fourth Quarter
2002 driven by strong sales to regional and national accounts. Branded sales
grew four percent led by increases in wine sales partially offset by declines in
cider sales. Wine sales continue to be led by Stowells of Chelsea and the
California wine portfolio, particularly Paul Masson, Estate Cellars and
Nathanson Creek. Operating income for Fourth Quarter 2002 was $7 million,
slightly lower when compared to the prior year as profits from the higher sales
were offset by increased investments in brand building initiatives.
Net sales for Fiscal 2002 were $793 million, an increase of 15 percent over
the prior year. Operating income for Fiscal 2002 declined slightly to $47
million as profits from increased sales were offset by increased investments
behind wine and cider brands.
- 4 -
FINE WINE RESULTS
Fine wine net sales for Fourth Quarter 2002 were $41 million versus $22
million reported for the comparable quarter last year, an increase of 86
percent. This growth is due to a combination of increased sales of the
Ravenswood brand, which was acquired during July 2001, and double-digit volume
gains across the rest of the portfolio; led by Veramonte, Estancia and Simi.
Excluding Ravenswood, net sales increased $7 million, or 32 percent, driven
almost exclusively by volume gains. As a result of the higher net sales,
operating income increased 86 percent, reaching $11 million.
Net sales and operating income for Fiscal 2002 were $142 million and $39
million, respectively, an increase of 53 percent and 60 percent compared to
Fiscal 2001. Excluding the Ravenswood acquisition, net sales increased 17
percent for Fiscal 2002 due to volume gains.
STOCK SPLIT DETAILS
The Company's Board of Directors has approved a two-for-one stock split of
both the Company's Class A Common Stock and Class B Common Stock to be
distributed in the form of a stock dividend on or about May 13, 2002, to
stockholders of record on April 30, 2002. Pursuant to the terms of the stock
dividend, each holder of Class A Common Stock will receive one additional share
of Class A stock for each share of Class A stock held, and each holder of Class
B Common Stock will receive one additional share of Class B stock for each share
of Class B stock held. The financial statements included in this press release
do not reflect the effect of this stock split.
OUTLOOK
The following statements are management's current expectations for the
Company's three months ending May 31, 2002 ("First Quarter 2003"), and fiscal
year ending February 28, 2003 ("Fiscal 2003"). These statements reflect the
adoption of Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
"Goodwill and Other Intangible Assets." Guidelines of SFAS 142 do not allow for
restatement of prior year results, but pro forma presentation of earnings per
share is required. If the standard was adopted during Fiscal 2002, the Company's
reported operating income would be approximately $27.3 million higher, or $0.43
per share, versus our earlier stated estimate of $24 million. These statements
are made as of the date of this press release and are forward-looking. These
statements do not take into account the impact of the two-for-one stock split.
Actual results may differ materially from these expectations due to a number of
risks and uncertainties.
- - Diluted earnings per share for First Quarter 2003 are expected to be
within a range of $0.70 to $0.74 versus pro forma diluted earnings per
share adjusted for SFAS 142 of $0.67 for First Quarter 2002.
- - Diluted earnings per share for Fiscal 2003 are expected to be within a
range of $3.96 to $4.04 versus pro forma diluted earnings per share before
an extraordinary item adjusted for SFAS 142 of $3.57 for Fiscal 2002.
STATUS OF BUSINESS OUTLOOK
During the quarter, Constellation may reiterate the estimates set forth
above under the heading Outlook (collectively, the "Outlook"). Prior to the
start of the Quiet Period (described
- 5 -
below), the public can continue to rely on the Outlook as still being
Constellation's current expectations on the matters covered, unless
Constellation publishes a notice stating otherwise.
Beginning May 18, 2002, Constellation will observe a "Quiet Period" during
which the Outlook no longer constitutes the Company's current expectations.
During the Quiet Period, the Outlook should be considered to be historical,
speaking as of prior to the Quiet Period only and not subject to update by the
Company. During the Quiet Period, Constellation's representatives will not
comment concerning the Outlook or Constellation's financial results or
expectations. The Quiet Period will extend until the day when Constellation's
next quarterly Earnings Release is published, presently scheduled for Thursday,
June 27, 2002.
FORWARD-LOOKING STATEMENTS
The statements made under the heading Outlook, as well as all other
statements set forth in this press release which are not historical facts, are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those set forth in or implied by the
forward-looking statements. The Company's forward-looking statements are based
on management's current expectations and unless otherwise noted do not take into
account the impact of any future acquisition, merger or any other business
combination, divestiture or financing that may be completed after the date of
this release. Any projections of future results of operations, and in
particular, (i) the Company's estimated diluted earnings per share for First
Quarter 2003, and (ii) the Company's estimated diluted earnings per share for
Fiscal 2003, should not be construed in any manner as a guarantee that such
results will in fact occur. In addition to the risks and uncertainties of
ordinary business operations, the forward-looking statements of the Company
contained in this press release are also subject to the following risks and
uncertainties: the Company achieving certain sales projections or meeting
certain cost targets; wholesalers and retailers may give higher priority to
products of our competitors; raw material supply, production or shipment
difficulties could adversely affect our ability to supply our customers;
increased competitive activities in the form of pricing, advertising and
promotions could adversely impact consumer demand for our products and/or result
in higher than expected selling, general and administrative expenses; a general
decline in alcohol consumption; increases in federal and state excise taxes on
beverage alcohol products; changes in foreign exchange rates. For additional
information about risks and uncertainties that could adversely affect the
Company's forward-looking statements, please refer to the Company's filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K
for the fiscal year ended February 28, 2001.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leader in the production and marketing of
beverage alcohol brands in North America and the United Kingdom and is a leading
independent drinks wholesaler in the United Kingdom. As the second largest
supplier of wine, the second largest importer of beer and the fourth largest
supplier of distilled spirits, Constellation is the largest single-source
supplier of these products in the United States. In the United Kingdom,
Constellation is a leading marketer of wine and the second largest producer and
marketer of cider. With its broad product portfolio, Constellation believes it
is distinctly positioned to satisfy an array of consumer preferences across all
beverage alcohol categories. Leading brands in Constellation's portfolio
include: Franciscan Oakville Estate, Simi, Estancia, Ravenswood, Corona Extra,
Modelo Especial, St. Pauli Girl, Almaden, Arbor Mist, Talus, Vendange, Alice
White, Black Velvet, Fleischmann's, Schenley, Ten High, Stowells of Chelsea,
Blackthorn and K.
- 6 -
CONFERENCE CALL DETAILS
A conference call to discuss the quarterly and full year results will be
hosted by Richard Sands, Chairman and CEO, and Tom Summer, Executive Vice
President and CFO, on Thursday, April 11, 2002, at 11:00 a.m. EST. The
conference call can be accessed by dialing 412-858-4600. A live listen-only web
cast of the conference call is available on the Internet at Constellation's web
site: www.cbrands.com under "Investor Information." If you are unable to
participate in the conference call, there will be a replay available on
Constellation's web site or by dialing (877) 344-7529 or (412) 858-1440 from
approximately 1:30 p.m. EST on Thursday, April 11, 2002, through 12:00 a.m. EST
on Friday, April 19, 2002.
Digital Playback Instructions - Courtesy of ChorusCall
- -------------------------------------------------------
1. Dial 877-DIG-PLAY (877-344-7529 / toll-free) or 412-858-1440.
2. Enter '940' when prompted for your account number followed by the # sign.
3. Please press '1' to play a recorded conference.
4. Please enter '277601' when prompted to enter the conference number
followed by the # sign.
5. Please clearly state your name and company name when prompted to do so
followed by any key.
6. Please press '1' to begin the conference playback.
- --------------------------------------------------------------------------------
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOLLOW
- 7 -
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
February 28, 2002 February 28, 2001
----------------- -----------------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash investments $ 8,961 $ 145,672
Accounts receivable, net 383,922 314,262
Inventories, net 777,586 670,018
Prepaid expenses and other current assets 60,779 61,037
----------------- -----------------
Total current assets 1,231,248 1,190,989
PROPERTY, PLANT AND EQUIPMENT, net 578,764 548,614
OTHER ASSETS 1,259,373 772,566
----------------- -----------------
Total assets $ 3,069,385 $ 2,512,169
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable $ 54,775 $ 4,184
Current maturities of long-term debt 81,609 54,176
Accounts payable 153,433 114,793
Accrued excise taxes 60,238 55,954
Other accrued expenses and liabilities 245,155 198,053
----------------- -----------------
Total current liabilities 595,210 427,160
LONG-TERM DEBT, less current maturities 1,293,183 1,307,437
DEFERRED INCOME TAXES 163,146 131,974
OTHER LIABILITIES 62,110 29,330
STOCKHOLDERS' EQUITY 955,736 616,268
----------------- -----------------
Total liabilities and stockholders' equity $ 3,069,385 $ 2,512,169
================= =================
- 8 -
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
For the Three For the Three
Months Ended Months Ended Percent
February 28, 2002 February 28, 2001 Change
----------------- ----------------- -------
Gross sales $ 859,935 $ 717,657 20%
Net sales $ 673,544 $ 544,038 24%
Cost of product sold (452,537) (379,148) 19%
----------------- -----------------
Gross profit 221,007 164,890 34%
Selling, general and administrative expenses (146,273) (107,428) 36%
----------------- -----------------
Operating income 74,734 57,462 30%
Equity in earnings of joint venture 639 - n/a
Interest expense, net (27,781) (26,834) 4%
----------------- -----------------
Income before income taxes and
extraordinary item 47,592 30,628 55%
Provision for income taxes (19,037) (12,251) 55%
----------------- -----------------
Income before extraordinary item 28,555 18,377 55%
Extraordinary item, net of income taxes (1,554) - n/a
----------------- -----------------
Net income $ 27,001 $ 18,377 47%
================= =================
Earnings per common share:
Basic:
Income before extraordinary item $ 0.65 $ 0.50 30%
Extraordinary item, net of income taxes (0.04) - n/a
----------------- -----------------
Earnings per common share - basic $ 0.61 $ 0.50 22%
================= =================
Diluted:
Income before extraordinary item $ 0.63 $ 0.48 31%
Extraordinary item, net of income taxes (0.03) - n/a
----------------- -----------------
Earnings per common share - diluted $ 0.60 $ 0.48 25%
================= =================
Weighted average common shares outstanding:
Basic 43,946 37,053 19%
Diluted 45,387 38,040 19%
Segment Information:
Net sales:
Imported Beer and Spirits
Imported Beer $ 165,365 $ 120,786 37%
Spirits 64,911 61,540 5%
----------------- -----------------
Net sales $ 230,276 $ 182,326 26%
Popular and Premium Wine
Branded $ 200,099 $ 154,449 30%
Other 14,816 20,594 -28%
----------------- -----------------
Net sales $ 214,915 $ 175,043 23%
U.K. Brands and Wholesale
Branded $ 63,995 $ 61,572 4%
Wholesale 129,232 110,251 17%
----------------- -----------------
Net sales $ 193,227 $ 171,823 12%
Fine Wine $ 40,931 $ 22,015 86%
Eliminations $ (5,805) $ (7,169) -19%
----------------- -----------------
Consolidated net sales $ 673,544 $ 544,038 24%
================= =================
Operating income:
Imported Beer and Spirits $ 35,571 $ 31,862 12%
Popular and Premium Wine 29,075 15,909 83%
U.K. Brands and Wholesale 7,113 7,934 -10%
Fine Wine 10,854 5,836 86%
Corporate Operations (7,879) (4,079) 93%
----------------- -----------------
Consolidated operating income $ 74,734 $ 57,462 30%
================= =================
- 9 -
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
For the Year For the Year
Ended Ended Percent
February 28, 2002 February 28, 2001 Change
----------------- ----------------- -------
Gross sales $ 3,633,958 $ 3,154,294 15%
Net sales $ 2,820,503 $ 2,396,685 18%
Cost of product sold (1,901,462) (1,639,230) 16%
----------------- -----------------
Gross profit 919,041 757,455 21%
Selling, general and administrative expenses (576,560) (486,587) 18%
----------------- -----------------
Operating income 342,481 270,868 26%
Equity in earnings of joint venture 1,667 - n/a
Interest expense, net (114,189) (108,631) 5%
----------------- -----------------
Income before income taxes and
extraordinary item 229,959 162,237 42%
Provision for income taxes (91,984) (64,895) 42%
----------------- -----------------
Income before extraordinary item 137,975 97,342 42%
Extraordinary item, net of income taxes (1,554) - n/a
----------------- -----------------
Net income $ 136,421 $ 97,342 40%
================= =================
Earnings per common share:
Basic:
Income before extraordinary item $ 3.23 $ 2.65 22%
Extraordinary item, net of income taxes (0.04) - n/a
----------------- -----------------
Earnings per common share - basic $ 3.19 $ 2.65 20%
================= =================
Diluted:
Income before extraordinary item $ 3.14 $ 2.60 21%
Extraordinary item, net of income taxes (0.03) - n/a
----------------- -----------------
Earnings per common share - diluted $ 3.11 $ 2.60 20%
================= =================
Weighted average common shares outstanding:
Basic 42,752 36,723 16%
Diluted 43,912 37,375 17%
Segment Information:
Net sales:
Imported Beer and Spirits
Imported Beer $ 758,800 $ 659,371 15%
Spirits 288,568 285,743 1%
----------------- -----------------
Net sales $ 1,047,368 $ 945,114 11%
Popular and Premium Wine
Branded $ 791,331 $ 610,399 30%
Other 71,469 81,361 -12%
----------------- -----------------
Net sales $ 862,800 $ 691,760 25%
U.K. Brands and Wholesale
Branded $ 297,344 $ 286,910 4%
Wholesale 495,549 404,209 23%
----------------- -----------------
Net sales $ 792,893 $ 691,119 15%
Fine Wine $ 142,189 $ 93,115 53%
Eliminations $ (24,747) $ (24,423) 1%
----------------- -----------------
Consolidated net sales $ 2,820,503 $ 2,396,685 18%
================= =================
Operating income:
Imported Beer and Spirits $ 178,805 $ 167,680 7%
Popular and Premium Wine 104,781 50,390 108%
U.K. Brands and Wholesale 47,270 48,961 -3%
Fine Wine 39,169 24,495 60%
Corporate Operations (27,544) (20,658) 33%
----------------- -----------------
Consolidated operating income $ 342,481 $ 270,868 26%
================= =================
- 10 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CONSTELLATION BRANDS, INC.
Dated: April 11, 2002 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
- 11 -
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None
- 12 -