SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2003 CEDAR INCOME FUND, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Maryland 0-14510 42-1241468 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 44 South Bayles Avenue, Port Washington, New York 11050 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (516) 767-6492 ________________________________________________________________________________ (Former name or former address, if changed since last report) Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant hereby amends the following items, financial statements, exhibits or other portions of its current Report on Form 8-K dated February 6, 2003, as filed with the Securities and Exchange Commission on February 21, 2003, as set forth in the pages attached hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Acquisition Property Report of Independent Auditors Statement of Revenues and Expenses Notes to Statements of Revenues and Certain Expenses Unaudited Pro Forma Consolidated Financial Statements Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2002 Pro Forma Condensed Consolidated Statement of Operations for the twelve months ended December 31, 2002 Notes to Pro Forma Financial Statements Exhibits. None Independent Auditor's Report ---------------------------- To the Board of Directors and Stockholders Cedar Income Fund, Ltd. We have audited the accompanying statement of revenue and certain expenses of Fairview Plaza for the year ended December 31, 2002. This financial statement is the responsibility of the Fairview Plaza's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd., and is not intended to be a complete presentation of the Fairview Plaza's revenue and expenses. In our opinion, the financial statement referred to above, presents fairly, in all material respects, the revenue and certain expenses of Fairview Plaza, as described in Note 2, for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Joseph L. Gil, CPA, PC Port Washington, New York March 17, 2003 3 FAIRVIEW PLAZA STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 REVENUE: Base rents $ 793,900 Tenant reimbursements 99,038 Other income 4,974 ----------- TOTAL REVENUE 897,912 ----------- CERTAIN EXPENSES: Real estate taxes 40,878 General, administrative And overhead 88,132 Utilities 13,119 Leasing commission 3,451 Insurance 9,768 ----------- TOTAL CERTAIN EXPENSES 155,348 ----------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 742,564 =========== See Accompanying Notes to Financial Statements 4 FAIRVIEW PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 1. Background Presented herein is the statement of revenue and certain expenses related to the operation of a multi-tenant shopping center, owned and operated by Fairview Plaza Associates, LP (the "Partnership"). The shopping center is located in Fairview Township, Pennsylvania and has approximately 5 tenants. The shopping center has an aggregate net rentable area of approximately 69,579 square feet, of which 97% was leased as of December 31, 2002. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties. Accordingly, the financial statement excludes certain expenses that may not be comparable to those expected to be incurred in the proposed future operations of the aforementioned property. Items excluded consist of interest, depreciation, amortization, and general and administrative expenses not directly related to the future operations. The accompanying statement was prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. Revenue Recognition The shopping center is being leased to tenants under operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases. The excess of amounts recognized over amounts due pursuant to the underlying leases amounted to approximately $29,169 for the year ended December 31, 2002. 5 FAIRVIEW PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 3. Future Minimum Lease Payments The Partnership leases retail space under various non-cancelable operating leases that expire on the various dates through July 2016. The lease agreements typically provide for specific monthly payments plus reimbursements for certain operating costs. A summary of minimum future lease rentals due to the Partnership on non-cancelable operating leases in place as of December 31, 2002, is as follows: For the year ended December 31, ------------------------------- 2003 $ 782,116 2004 759,445 2005 725,735 2006 702,430 2007 674,601 2008 & thereafter 6,513,175 ----------- $10,157,502 =========== The preceding future minimum rentals do not include charges for reimbursement of operating costs. Operating cost reimbursements aggregated $99,038. 4. Significant Tenants Approximately 83% of the current period's rental income was derived from one (1) tenant whose lease expires July 2017. 6 Independent Auditor's Report ---------------------------- To the Board of Directors and Stockholders Cedar Income Fund, Ltd. We have audited the accompanying statement of revenue and certain expenses of Halifax Plaza for the year ended December 31, 2002. This financial statement is the responsibility of the Halifax Plaza's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd., and is not intended to be a complete presentation of Halifax Plaza's revenue and expenses. In our opinion, the financial statement referred to above, presents fairly, in all material respects, the revenue and certain expenses of Halifax Plaza, as described in Note 2, for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Joseph L. Gil, CPA, PC Port Washington, New York March 17, 2003 7 HALIFAX PLAZA STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 REVENUE: Base rents $ 577,145 Tenant reimbursements 157,497 Other income 16 ----------- TOTAL REVENUE 734,658 ----------- CERTAIN EXPENSES: Real estate taxes 57,282 General, administrative And overhead 105,192 Utilities 19,943 Leasing commission 4,785 Insurance 11,066 ----------- TOTAL CERTAIN EXPENSES 198,268 ----------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 536,390 =========== See Accompanying Notes to Financial Statements 8 HALIFAX PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 1. Background Presented herein is the statement of revenue and certain expenses related to the operation of a multi-tenant shopping center, owned and operated by Halifax Plaza Associates, LP (the "Partnership"). The shopping center is located in Halifax Township, Pennsylvania and has approximately 9 tenants. The shopping center has an aggregate net rentable area of approximately 54,150 square feet, of which 100% was leased as of December 31, 2002. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties. Accordingly, the financial statement excludes certain expenses that may not be comparable to those expected to be incurred in the proposed future operations of the aforementioned property. Items excluded consist of interest, depreciation, amortization, and general and administrative expenses not directly related to the future operations. The accompanying statement was prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. Revenue Recognition The shopping center is being leased to tenants under operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases. The excess of amounts recognized over amounts due pursuant to the underlying leases amounted to approximately $27,853 for the year ended December 31, 2002. 9 HALIFAX PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 3. Future Minimum Lease Payments The Partnership leases retail space under various non-cancelable operating leases that expire on the various dates through October 2018. The lease agreements typically provide for specific monthly payments plus reimbursements for certain operating costs. A summary of minimum future lease rentals due to the Partnership on non-cancelable operating leases in place as of December 31, 2002, is as follows: For the year ended December 31, ------------------------------- 2003 $ 540,167 2004 515,237 2005 433,637 2006 424,902 2007 419,730 2008 and thereafter 4,181,050 ---------- $6,514,723 ========== The preceding future minimum rentals do not include charges for reimbursement of operating costs. Operating cost reimbursements aggregated $157,497. 4. Significant Tenants Approximately 54% of the current period's rental income was derived from two (2) tenants whose leases expire between November 2008 and November 2018. 10 Independent Auditor's Report ---------------------------- To the Board of Directors and Stockholders Cedar Income Fund, Ltd. We have audited the accompanying statement of revenue and certain expenses of Newport Plaza for the year ended December 31, 2002. This financial statement is the responsibility of the Newport Plaza's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd., and is not intended to be a complete presentation of the Newport Plaza's revenue and expenses. In our opinion, the financial statement referred to above, presents fairly, in all material respects, the revenue and certain expenses of Newport Plaza, as described in Note 2, for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Joseph L. Gil, CPA, PC Port Washington, New York March 17, 2003 11 NEWPORT PLAZA STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 REVENUE: Base rents $ 578,347 Tenant reimbursements 174,383 Other income 16 ----------- TOTAL REVENUE 752,746 ----------- CERTAIN EXPENSES: Real estate taxes 60,328 General, administrative And overhead 70,092 Utilities 67,881 Insurance 9,265 ----------- TOTAL CERTAIN EXPENSES 207,566 ----------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 545,180 =========== See Accompanying Notes to Financial Statements 12 NEWPORT PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 1. Background Presented herein is the statement of revenue and certain expenses related to the operation of a multi-tenant shopping center, owned and operated by Newport Plaza Associates, LP (the "Partnership"). The shopping center is located in Howe Township, Pennsylvania and has approximately 9 tenants. The shopping center has an aggregate net rentable area of approximately 66,789 square feet, of which 100% was leased as of December 31, 2002. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties. Accordingly, the financial statement excludes certain expenses that may not be comparable to those expected to be incurred in the proposed future operations of the aforementioned property. Items excluded consist of interest, depreciation, amortization, and general and administrative expenses not directly related to the future operations. The accompanying statement was prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. Revenue Recognition The shopping center is being leased to tenants under operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases. The excess of amounts recognized over amounts due pursuant to the underlying leases amounted to approximately $101,001 for the year ended December 31, 2002. 13 NEWPORT PLAZA NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2002 3. Future Minimum Lease Payments The Partnership leases retail space under various non-cancelable operating leases that expire on the various dates through April 2023. The lease agreements typically provide for specific monthly payments plus reimbursements for certain operating costs. A summary of minimum future lease rentals due to the Partnership on non-cancelable operating leases in place as of December 31, 2002, is as follows: For the year ended December 31, ------------------------------- 2003 $ 479,654 2004 506,711 2005 521,433 2006 465,579 2007 431,902 2008 & thereafter 5,633,837 ---------- $8,039,116 ========== The preceding future minimum rentals do not include charges for reimbursement of operating costs. Operating cost reimbursements aggregated $174,383. 4. Significant Tenants Approximately 67% of the current period's rental income was derived from two (2) tenants whose leases expire between May 2015 and April 2023. 14 Cedar Income Fund, Ltd. Pro Forma Condensed Combined Balance Sheet As of December 31, 2002 ----------------------- The following unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Company had acquired the 30% general partner interest in Fairview Plaza Associates, L.P. ("Fairview"), Halifax Plaza Associates, L.P. ("Halifax") and Newport Plaza Associates, L.P. ("Newport") on December 31, 2002. This Pro Forma Condensed Combined Balance Sheet should be read in conjunction with the Pro Forma Condensed Combined Statement of Operations of the Company and the historical financial statements and notes thereto of the Company as filed on Form 10-K for the twelve months ended December 31, 2002. The Pro Forma Condensed Combined Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had the Company acquired the 30% interest in Fairview, Halifax and Newport on December 31, 2002, nor does it purport to represent the future financial position of the Company.
Cedar Income Pro Forma Fund, Ltd. Fairview Plaza Halifax Plaza Newport Plaza December 31, Historical (a) Acquisition (b) Acquisition (c) Acquisition (d) 2002 ------------- --------------- --------------- --------------- ------------ Assets Real estate, net $121,238,000 $8,405,000 $5,577,000 $6,489,000 $141,709,000 Cash and cash equivalents 3,827,000 (541,000) (15,000) 50,000 3,321,000 Cash at joint ventures and restricted cash 2,883,000 - - - 2,883,000 Property deposits 344,000 (100,000) (50,000) (100,000) 94,000 Real estate tax deposits 627,000 21,000 - - 648,000 Rents and other receivables, net 304,000 - - - 304,000 Prepaid expenses, net 496,000 8,000 17,000 6,000 527,000 Deferred rental income 432,000 - - - 432,000 Deferred charges, net 2,987,000 (27,000) 67,000 81,000 3,108,000 ------------ ---------- ---------- ---------- ------------ Total Assets $133,138,000 $7,766,000 $5,596,000 $6,526,000 $153,026,000 ============ ========== ========== ========== ============ Liabilities and Shareholders' Equity Liabilities Mortgage loans payable $93,537,000 $6,080,000 $4,265,000 $5,424,000 $109,306,000 Loans payable 7,464,000 - - - 7,464,000 Accounts payable and accrued expenses 7,765,000 144,000 97,000 89,000 8,095,000 ------------ ---------- ---------- ---------- ------------ Total Liabilities 108,766,000 6,224,000 4,362,000 5,513,000 124,865,000 ------------ ---------- ---------- ---------- ------------ Minority interests 10,238,000 1,520,000 1,220,000 1,000,000 13,978,000 Limited partner's interest 7,889,000 - - - 7,889,000 Series A preferred 9% convertible, redeemable Operating Partnership Units 3,000,000 - - - 3,000,000 Shareholders' Equity Common stock 7,000 - - - 7,000 Accumulated other comprehensive loss (65,000) - - - (65,000) Additional paid in capital 3,303,000 22,000 14,000 13,000 3,352,000 ------------ ---------- ---------- ---------- ------------ Total Shareholders' Equity 3,245,000 22,000 14,000 13,000 3,294,000 ------------ ---------- ---------- ---------- ------------ Total Liabilities and Shareholders' Equity $133,138,000 $7,766,000 $5,596,000 $6,526,000 $153,026,000 ============ ========== ========== ========== ============ Total Shareholders' Equity in the Company and limited partner's (equity) interest in Operating Partnership and minority interest $ 24,372,000 $1,542,000 $1,234,000 $1,013,000 $28,161,000 ============ ========== ========== ========== ============
See accompanying Notes to Pro Forma Financial Statements 15 Cedar Income Fund, Ltd. Pro Forma Combined Statement of Operations For the twelve months ended December 31, 2002 --------------------------------------------- The following unaudited Pro Forma Condensed Combined Statement of Operations is presented as if the Company had acquired the 30% general partner interest in the Fairview Plaza Associates, L.P. ("Fairview"), Halifax Plaza Associates, L.P. ("Halifax") and Newport Plaza Associates, L.P. ("Newport") as of January 1, 2002, and the Company qualified as a REIT, distributed 90% of its taxable income and, therefore, incurred no income tax expense during the period. This Pro Forma Condensed Combined Statement of Operations should be read in conjunction with the Pro Forma Condensed Combined Balance Sheet of the Company and the historical financial statements and notes thereto of the Company as filed on Form 10-K for the twelve months ended December 31, 2002. The Pro Forma Condensed Combined Statement of Operations is unaudited and is not necessarily indicative of what the actual financial position would have been had the Company acquired the 30% interest in Fairview, Halifax and Newport as of January 1, 2002, nor does it purport to represent the operations of the Company for future periods.
Cedar Income Fund, Ltd. Completed Fairview Plaza Halifax Plaza Newport Plaza Pro Forma Historical (e) Transactions (f) Acquisition (g) Acquisition (h) Acquisition (i) Adjustments (j) ------------- --------------- --------------- --------------- --------------- --------------- Revenues Rents $12,964,000 $5,742,000 $ 898,000 $735,000 $ 753,000 $ 149,000 Interest 25,000 - - - - - ----------- ---------- --------- -------- --------- ----------- Total Revenues 12,989,000 5,742,000 898,000 735,000 753,000 149,000 ----------- ---------- --------- -------- --------- ----------- Expenses Operating, maintenance & management 2,313,000 2,285,000 26,000 36,000 70,000 - Real estate taxes 1,527,000 543,000 41,000 57,000 60,000 - General and administrative 2,005,000 303,000 88,000 105,000 77,000 154,000 Depreciation and amortization 2,546,000 666,000 - - - 492,000 Interest 5,523,000 2,066,000 - - - 958,000 ----------- ---------- --------- -------- --------- ----------- Total Expenses 13,914,000 5,863,000 155,000 198,000 207,000 1,604,000 ----------- ---------- --------- -------- --------- ----------- Operating (loss) income (925,000) (121,000) 743,000 537,000 546,000 (1,455,000) Minority interests (159,000) (44,000) (520,000) (376,000) (382,000) 911,000 Limited partner's interest 806,000 83,000 (159,000) (115,000) (116,000) 387,000 Loss on sale of properties (49,000) 49,000 - - - - ----------- ---------- --------- -------- --------- ----------- Net (loss) income before extraordinary items (327,000) (33,000) 64,000 46,000 48,000 (157,000) Early extinguishment of debt (net of limited partner's share of $346,000) (141,000) - - - - - ----------- ---------- --------- -------- --------- ----------- Net (loss) income ($468,000) ($33,000) $ 64,000 $ 46,000 $ 48,000 ($157,000) =========== ========== ========= ======== ========= =========== Basic and diluted net (loss) per share ($0.67) ----------- ---------- --------- -------- --------- ----------- Average number of shares outstanding 694,000 - - - - 10,000 =========== ========== ========= ======== ========= ===========
[RESTUBBED TABLE]
Pro Forma for the year ended December 31, 2002 ----------------- Revenues Rents $21,241,000 Interest 25,000 ----------- Total Revenues 21,266,000 ----------- Expenses Operating, maintenance & management 4,730,000 Real estate taxes 2,228,000 General and administrative 2,732,000 Depreciation and amortization 3,704,000 Interest 8,547,000 ----------- Total Expenses 21,941,000 ----------- Operating (loss) income (675,000) Minority interests (570,000) Limited partner's interest 886,000 Loss on sale of properties - ----------- Net (loss) income before extraordinary items (359,000) Early extinguishment of debt (net of limited partner's share of $346,000) (141,000) ----------- Net (loss) income ($500,000) =========== Basic and diluted net (loss) per share ($0.71) ----------- Average number of shares outstanding 704,000 ===========
See accompanying Notes to Pro Forma Financial Statement 16 Notes to Pro Forma Financial Statements --------------------------------------- Pro Forma Condensed Combined Balance Sheet at December 31, 2002 - --------------------------------------------------------------- a. Reflects the Company's historical balance sheet as of December 31, 2002, as previously filed. b. Reflects the acquisition of Fairview Plaza for approximately $8.4 million. The Company intends to account for the acquisition of Fairview Plaza in accordance with SFAS 141 and 142. The Company is currently in the process of analyzing the fair value of our in-place leases; consequently, no value has yet been assigned to the leases. c. Reflects the acquisition of Halifax Plaza for approximately $5.6 million. The Company intends to account for the acquisition of Fairview Plaza in accordance with SFAS 141 and 142. The Company is currently in the process of analyzing the fair value of our in-place leases; consequently, no value has yet been assigned to the leases. d. Reflects the acquisition of Newport Plaza for approximately $6.5 million. The Company intends to account for the acquisition of Fairview Plaza in accordance with SFAS 141 and 142. The Company is currently in the process of analyzing the fair value of our in-place leases; consequently, no value has yet been assigned to the leases. Pro Forma Condensed Combined Statements of Operations for the year ended - ------------------------------------------------------------------------ December 31, 2002 - ----------------- e. Reflects the Company's historical operations for the year ended December 31, 2002, as previously filed. f. Reflects the income statement effect of the sale of Southpoint Parkway Center as of January 1, 2002, the acquisition of Loyal Plaza, Red Lion and Camp Hill Mall for the period January 1, 2002 through their dates of acquisition, and the refinancing of The Point mortgage for the year ended December 31, 2002. g. Reflects the operations of Fairview Plaza for the year ended December 31, 2002. h. Reflects the operations of Halifax Plaza for the year ended December 31, 2002. i. Reflects the operations of Newport Plaza for the year ended December 31, 2002. j. Reflects the increase in interest, depreciation, amortization and administrative expenses associated with the acquisition of Fairview Plaza, Halifax Plaza and Newport Plaza, and the increased rents from the exercise of the option to purchase the Giant store at Halifax Plaza for $1.49 million for the year ended December 31, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. CEDAR INCOME FUND, LTD. By: /s/ Leo S. Ullman -------------------------------- Leo S. Ullman Chairman By: /s/ Thomas J. O'Keeffe -------------------------------- Thomas J. O'Keeffe Chief Financial Officer Dated: April 17, 2003