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Ameriserv Financial Inc/PA · 11-K · For 12/31/02

Filed On 6/30/03, 11:05am ET   ·   Accession Number 903594-3-70   ·   SEC File 0-11204

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 6/30/03  Ameriserv Financial Inc/PA        11-K       12/31/02    3:30K                                    Stevens & Lee PC/FA

Annual Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Annual Report of an Employee Stock Purchase,          15±    55K 
                          Savings or Similar Plan                                
 2: EX-23       Consent of Experts or Counsel                          1      6K 
 3: EX-99       Miscellaneous Exhibit                                  2±     9K 


11-K   —   Annual Report of an Employee Stock Purchase, Savings or Similar Plan
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Financial Statements and Exhibits
"Notes to Financial Statements
"Independent Auditor's Report
"December 31, 2002
"Assets held for investment


SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [ X ] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2002. or [ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ______________. Commission File Number: 0-11204 Ameriserv Financial Collectively Bargained 401(k) Plan (Full title of the plan) Ameriserv Financial, Inc. Main and Franklin Streets Johnstown, PA 15901 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.) Registrant's telephone number, including area code: (814) 533-5315 Notices and communications from the Securities and Exchange Commission relative to this report should be forwarded to: Ameriserv Financial, Inc. Main and Franklin Streets Johnstown, PA 15901 Attention: Nicholas E. Debias, Jr. With a copy to: Wesley R. Kelso, Esquire Stevens & Lee 25 North Queen Street Suite 602 Lancaster, PA 17603 Item 1. Financial Statements and Exhibits a. Financial Statements 1. Report of Barnes, Saly & Company, LLP. 2. Audited Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001. 3. Audited Statements of Changes in Net Assets Available for Benefits for each of the years in the three year period ended December 31, 2002. 4. Notes to Financial Statements. b. Exhibits 1. Consent of Barnes, Saly & Company, LLP. 2. Section 906 Certifications AMERISERVE FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN FINANCIAL REPORT CONTENTS Page INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . . FINANCIAL STATEMENTS Statements of net assets available for benefits - December 31, 2002 and 2001 . . . . . . . . . . . . . Statements of changes in net assets available for benefits - years ended December 31, 2002, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . Notes to financial statements. . . . . . . . . . . . . SUPPLEMENTARY INFORMATION Assets held for investment - December 31, 2002. . . . Assets held for investment - December 31, 2001 . . . . INDEPENDENT AUDITOR'S REPORT Board of Trustees and Participants Ameriserv Financial Collectively Bargained 401 (k) Plan Johnstown, Pennsylvania We have audited the accompanying statements of net assets available for benefits of Ameriserv Financial Collectively Bargained 401(k) Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for each of the three years ended December 31, 2002. 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 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 statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Ameriserv Financial Collectively Bargained 401(k) Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets held for investment as of December 31, 2002 and 2001, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. The supplemental schedules are the responsibility of the plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Barnes Saly & Company, LLP Johnstown, Pennsylvania May 22, 2003 AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2002 and 2001 [Enlarge/Download Table] Participant Directed -------------------- 2002 2001 ---- ---- Assets Investments at fair value (Notes 1, 2 and 3): Investments in securities of participating employers (Note 4) Ameriserv Financial, Inc. common stock (formerly USBANCORP, Inc.) $ 38,994 $ 47,462 Investments in securities of unaffiliated issuers and others Shares of registered investment companies 1,530,305 1,760,576 Common/Collective funds 93,695 - 0 - Sky Financial common stock (formerly Three Rivers Bancorp, Inc) (Note 1) 19,631 33,813 Notes Receivable 35,955 23,006 Money Market 201,613 86,720 ---------- ---------- $1,920,193 $1,951,577 ---------- ---------- Receivables: Accrued investment income $ 15,865 $ 8,118 Participant contribution 8,507 8,380 Employer contribution 4,552 4,427 ---------- ---------- $ 28,924 $ 20,925 ---------- ---------- Cash $ (30) $ 3 ---------- ---------- Total assets $1,949,087 $1,972,505 ---------- ---------- Liabilities None $ $ ---------- ---------- Net assets available for benefits $1,949,087 $1,972,505 ========== ========== See Notes to Financial Statements. AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 2002, 2001, 2000 [Enlarge/Download Table] Participant Directed ------------------------------------- 2002 2001 2000 ---- ---- ---- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (Notes 3 and 4) $ (315,688) $ (133,828) $ (168,094) Interest 5,458 5,441 4,877 Dividends (Note 4) 43,854 55,376 94,957 ---------- ---------- ---------- $ (266,376) $ (73,011) $ (68,260) Contributions: Participant (Note 7) $ 221,535 $ 195,476 $ 198,089 Employer 110,219 105,443 95,610 $ 331,754 $ 300,919 $ 293,699 ---------- ---------- ---------- Total additions $ 65,378 $ 227,908 $ 225,439 Deductions from net assets attributed to: Benefits paid to participants 88,796 75,302 44,695 ---------- ---------- ---------- Net increase (decrease) $ (23,418) $ 152,606 $ 180,744 ---------- ---------- ---------- Net assets available for benefits: Beginning of year 1,972,505 1,819,899 1,639,155 ---------- ---------- ---------- End of year $1,949,087 $1,972,505 $1,819,899 ========== ========== ========== See Notes to Financial Statements. AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2002 Note 1: Plan Description The following description of Ameriserv Financial Collectively Bargained 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan name was changed during 2001 from US National Bank Collectively Bargained Employees 401(k) Plan. General: The Plan is a defined contribution plan covering substantially all employees of Ameriserv Financial, Inc. (formerly USBANCORP, Inc.) which is a bank holding company, Ameriserv Financial Bank (the Bank) (formerly U.S. Bank) which is a wholly-owned subsidiary and Ameriserv Trust and Financial Services (formerly USBANCORP Trust and Financial Services), all related companies, who are members of the United Steelworkers of America, AFL-CIO-CLC, Local Union 2635-06 (Union). Employees become eligible to participate in the Plan the earlier of January 1st, April 1st, July 1st, or October 1st following the completion of six months of service and the attainment of age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is not covered by the Pension Benefit Guaranty Corporation. Contributions: Participants are permitted to make elective deferrals in any amount from one (1) to one hundred (100) percent of their compensation up to a maximum of $11,000 each year and a maximum of $12,000 for individuals over 50. Participants are permitted to amend their salary savings agreements to change the contribution percentage on January 1st, April 1st, July 1st, and October 1st each year. The employee salary deferrals are exempt from federal income tax until withdrawn from the Plan. Effective January 1, 2000 the employer contributes two (2) percent of the employees gross compensation on behalf of all eligible employees. Participant Accounts: Each participant account is credited with an allocation of the plan earnings. A participant's share of investment earnings and any increase or decrease in the fair market value of the Fund, is based on the proportionate value of all active accounts (other than accounts with segregated investments) as of the last valuation date, less withdrawals since the last valuation date. Contributions will be credited with an allocation of the actual investment earnings and gains and losses from the actual deposit of each such contribution until the end of the plan year. Vesting: Participants are immediately vested in their voluntary contributions including rollover and transfer contributions from other qualified plans plus actual earnings thereon. Vesting in the employer's contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after 5 years of credited service. Investment Options: Upon enrollment in the Plan, a participant must direct their salary deferral and employer contributions in 5 percent increments in one or more of twenty-four mutual funds, six common/collective portfolios, a money market fund, and the Ameriserv Financial, Inc. common stock (see Note 4 for related party details). Although certain participants received shares of Three Rivers Bancorp, Inc. common stock as a result of the 2000 spin-off of Ameriserv Financial's (formerly USBANCORP) Three Rivers Bank subsidiary, such is not an investment option for additional purchase. The diversified mutual fund investment options include a bond and government securities funds and various U.S. and foreign stock funds. Participants may change their investment options any time throughout the year via internet access to Ameriserv Trust and Financial Services Company. The Plan also includes participant notes. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Interest rates range from 9.24 percent to 13.99 percent. Principal and interest is paid ratably through semi-monthly payroll deductions. In October 2002, Three Rivers Bancorp, Inc. merged with Sky Financial Group. As part of the merger, participants holding shares in the Three Rivers Bancorp, Inc. were allocated 25 percent in cash totaling $26,412 and 75 percent in Sky Financial common stock, resulting in the participants receiving 986 shares in Sky Financial stock with a cost basis of $30,137. Sky Financial stock is not an investment option for additional purchase. Payment of Benefits: On termination of service, a participant with an account may elect to receive a lump-sum amount equal to the value of his or her account. The Plan also provides for normal retirement benefits to be paid in the form of a lump-sum amount upon reaching age 65 or termination of employment and has provisions for deferred, death, and hardship withdrawals. Forfeitures: Amounts of participants' forfeited non-vested accounts shall be allocated to participants in the same manner as an employer discretionary contribution. There is $169 of forfeitures as of December 31, 2002 not allocated to participants. Administrative Expenses: Certain administrative functions are performed by officers and employees of the Company and Bank. No such officer or employee receives compensation from the Plan. Certain other administrative expenses are paid directly by the Company and Bank. Note 2: Significant Accounting Policies Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation and Income Recognition: The Plan's investments are stated at fair value. Shares of registered investment companies (mutual funds) are reported at fair value based on the quoted market prices of the funds which represents the net asset value of shares held by the Plan at year-end. The Ameriserv Financial, Inc. (Company) common stock and Sky Financial common stock (formerly Three Rivers Bancorp, Inc.) are valued at quoted market price. Investments in common or collective funds are at values quoted by the trust. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported assets, liabilities and changes therein, and disclosures. Actual results may differ from those estimates. The Plan relies significantly on the use of estimates in determining the fair value of the common or collective funds. The financial statements include six common or collective funds, with an estimated fair value of $93,695, whose value has been estimated using the quoted market prices of the underlying investments of each portfolio. An estimated unit price of $10 was used as a beginning price per share when each portfolio was established during 2002. Because of the inherent subjectivity in any valuation, the estimated value may differ significantly from the value that would have been used had a ready market for the securities existed, and the difference could be material. Payment of Benefits: Benefits are recorded when paid. Note 3: Investments The Plan's investments are participant directed. The following presents investments that represent 5 percent or more of the Plan's net assets. [Download Table] December 31, 2002 2001 Dodge & Cox, 3,082 shares $187,221 $ Fidelity Low-Priced Stock, 4,703 and 4,282 Shares, respectively 118,377 117,405 Fidelity Magellan, 6,781 and 7,189 shares, respectively 535,454 749,254 Fidelity Puritan, 11,242 shares 198,645 Vanguard Institutional Index, 1,967 and 1,744 shares, respectively 158,206 182,944 Vanguard Short-Term Federal, 13,786 and 12,842 shares respectively 147,506 134,587 Note 3: Investments (continued) During 2002, 2001 and 2000, the Plan's investments (including investments bought, sold and held during each year) appreciated (depreciated) in value by $(315,688), $(133,828) and $(168,094) respectively, as follows: [Download Table] 2002 2001 2000 Mutual funds $ (305,187) $ (149,349) $ (149,841) Common or collective funds (658) - 0 - - 0 - Sky Financial/Three Rivers Bancorp, Inc common stock 12,492 11,310 (5,716) Ameriserv Financial, Inc common stock (22,336) 4,211 (12,537) ---------- ---------- ---------- $ (315,688) $ (133,828) $ (168,094) ========== ========== ========== Note 4: Related Party Transactions Investment Activity: As explained in Note 1, one of the Plan's investment options is Ameriserv Financial, Inc. common stock. Ameriserv, Inc. is the holding company of Ameriserv Financial Bank in Johnstown, Pennsylvania (the "Employer"). The following is a summary of the investment activity of Ameriserv Financial, Inc. common stock: [Download Table] 2002 2001 Market value at year end $ 38,994 $ 47,462 Number of shares held at year end 13,682 9,888 Original cost at year end $ 94,583 $ 82,083 Purchase price of shares in current year $ 15,384 $ 14,430 Number of shares purchased in current year 4,160 3,053 Sale price of shares in current year $ 1,517 $ 1,324 Number of shares sold in current year 366 258 Realized gain (loss) on sales in current year $ (1,368) $ 228 Unrealized appreciation (depreciation) during year $(20,986) $ 3,983 Dividend income $ 3,401 $ 3,096 Accrued dividends at year end $ 401 $ 868 Note 4: Related Party Transactions (continued) Plan's Trustee: The Plan's investments are held by a bank-administered trust fund which is an affiliate of the Plan sponsor. Ameriserv Trust and Financial Services Company has the authority to purchase and sell investments in accordance with participant direction. The cash account is used by the Ameriserv Trust and Financial Services Company to temporarily house uninvested monies. Note 5: Income Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated November 19, 2001, that the standardized prototype Plan and the related trust adopted by the Plan are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Note 6: Plan Termination Although it has not expressed any intent to do so, the Bank has the right under the Plan to terminate the Plan, at any time, subject to the provisions of ERISA. Note 7: Rollovers The following rollovers occurred as a result of employees transferring amounts from other qualified plans. The rollovers are included on the applicable years statement of changes in net assets available for benefits in the participant contributions. 2002 $ 13,660 2001 - 0 - 2000 9,371 Note 8: Reconciliation of Differences Between These Financial Statements and the Financial Information Required on Form 5500 [Enlarge/Download Table] 2002 2001 2000 Net assets available for benefits as presented in these financial statements $1,949,087 $1,972,505 $1,819,899 Benefits payable to participants - 0 - 18,574 702 ---------- ---------- ---------- Net assets available for benefits as presented on Form 5500 $1,949,087 $1,953,931 $1,819,197 ========== ========== ========== Note 8: Reconciliation of Differences Between These Financial Statements and the Financial Information Required on Form 5500 (continued) [Download Table] Net increase in net assets available for benefits as presented in these financial statements $ (23,418) $152,606 $180,744 (Increase) decrease in benefits payable from previous year 18,574 (17,872) (702) --------- -------- -------- Net increase in net assets available for benefits as presented on Form 5500 $ (4,844) $134,734 $180,042 ========= ======== ======== Note 9: Benefits Payable Benefits payable to persons who have withdrawn from participation in the earnings and operations of the Plan in the amounts of $0, $18,574 and $702 at December 31, 2002, 2001, and 2000, respectively are included in net assets available for benefits. Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN ASSETS HELD FOR INVESTMENT (Page 1 of 2) December 31, 2002 [Enlarge/Download Table] Investment Type/ Original Shares Held Description Cost Fair Value ---------------- ----------- --------- ---------- Common stock: 13,628 shares Ameriserv Financial, Inc common stock * $ 94,583 $ 38,994 986 shares Sky Financial (formerly Three Rivers Bancorp, Inc. 30,137 19,631 ---------- ---------- Total Common Stocks $ 124,720 $ 58,625 ---------- ---------- Mutual Funds: 1,502 shares Clipper $ 123,371 $ 113,751 3,082 shares Dodge & Cox Balanced Funds 201,706 187,221 4,703 shares Fidelity Low-Priced Stock 112,175 118,376 6,781 shares Fidelity Magellan 649,134 535,454 150 shares Franklin Biotechnology Discovery 8,174 5,010 3,662 shares Franklin Mutual Beacon 49,832 41,419 332 shares Goldman Sachs Global Income 4,816 4,849 187 shares Goldman Sachs Research Select List 1,062 932 64 shares Invesco Financial Services 1,758 1,467 21 shares Janus Growth & Income 502 498 151 shares Legg Mason Value Trust 7,528 6,128 397 shares Northern Technology 5,325 2,938 1,822 shares Pimco Total Return 19,364 19,444 1,878 shares T. Rowe Price Equity Income 45,960 37,167 3,953 shares Templeton Foreign 38,322 32,852 2,285 shares Tweedy, Browne Global Value 44,413 36,128 4,601 shares Vanguard GNMA 48,040 49,464 30 shares Vanguard Health Care 3,420 2,933 1,967 shares Vanguard Institutional Index 216,699 158,206 4 shares Vanguard Primecap 154 149 13,786 shares Vanguard Short-Term Federal 143,530 147,506 125 shares Vanguard Total Bond Market Index 1,275 1,299 518 shares Vanguard U.S. Growth 33,316 16,176 474 shares White Oak Growth Stock 23,413 10,938 ---------- ---------- Total Mutual Funds $1,783,289 $1,530,305 ---------- ---------- Common/Collective Funds: 3,760 shares Pathroad Balanced Growth & Income $ 34,791 $ 34,881 2,810 shares Pathroad Capital Appreciation & Income 25,843 25,230 135 shares Pathroad Conservative Fixed Income 1,393 1,398 2,327 shares Pathroad Conservative Growth & Income 22,732 23,169 7 shares Pathroad Intermediate Term Fixed Income 74 75 1,061 shares Pathroad Long-Term Equity 9,520 8,942 ---------- --------- Total Common/Collective Funds $ 94,353 $ 93,695 ---------- --------- AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN ASSETS HELD FOR INVESTMENT (Page 2 of 2) December 31, 2002 [Enlarge/Download Table] Money Market Fund: 201,613 shares Goldman Sachs Financial Square Prime Obligations $ 201,613 $ 201,613 ---------- --------- Notes Receivable: Participant loans, interest rates of 9.24 to 13.99%, maturity of 1 to 5 years, payable in semi-monthly payments withheld from participants payroll 35,955 $ 35,955 ---------- --------- Total Assets Held for Investment $2,239,930 $1,920,193 ========== ========== * Represents a party in interest See Notes to Financial Statements. AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN ASSETS HELD FOR INVESTMENT December 31, 2001 [Enlarge/Download Table] Investment Type/ Original Shares Held Description Cost Fair Value ---------------- ----------- -------- ---------- Common stock: 9,888 shares Ameriserv Financial, Inc. common stock * $ 82,083 $ 47,462 2,705 shares Three Rivers Bancorp, Inc. 30,226 33,813 ---------- ---------- Total Common Stocks $ 112,309 $ 81,275 ---------- ---------- Mutual Funds: 1,075 shares Clipper $ 87,970 $ 89,795 4,282 shares Fidelity Low-Priced Stock 98,882 117,405 7,189 shares Fidelity Magellan 694,722 749,254 11,242 shares Fidelity Puritan 201,123 198,645 149 shares Franklin Biotechnology Discovery 9,943 8,678 3,623 shares Franklin Mutual Beacon 50,948 47,287 238 shares Goldman Sachs Global Income 3,471 3,415 27 shares Goldman Sachs Research Select List 195 191 49 shares Invesco Financial Services 1,437 1,324 109 shares Legg Mason Value Trust 5,989 5,434 329 shares Northern Technology 5,865 4,105 1,704 shares Pimco Total Return 18,071 17,824 2,092 shares T. Rowe Price Equity Income 52,839 49,476 3,756 shares Templeton Foreign 37,110 34,746 2,021 shares Tweedy, Browne Global Value 40,282 37,452 4,300 shares Vanguard GNMA 44,682 44,631 14 shares Vanguard Health Care 1,628 1,602 1,744 shares Vanguard Institutional Index 205,277 182,944 12,842 shares Vanguard Short-Term Federal 133,260 134,587 16 shares Vanguard Total Bond Market Index 169 167 369 shares Vanguard US Growth 29,934 17,976 355 shares White Oak Growth Stock 21,754 13,638 ---------- ---------- Total Mutual Funds $1,745,551 $1,760,576 ---------- ---------- Money Market Fund: 86,720 shares Goldman Sachs Financial Square Prime Obligations $ 86,720 $ 86,720 ---------- ---------- Notes Receivable: Participant loans, interest rates of 10.50 to 13.99%, maturity of 1 to 5 years, payable in semi-monthly payments withheld from participants payroll $ 23,006 $ 23,006 ---------- ---------- Total Assets Held for Investment $1,967,586 $1,951,577 ========== ========== * Represents a party in interest. See Notes to Financial Statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the Ameriserv Financial Collectively Bargained 401(k) Plan have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 26, 2003 Ameriserv Financial Collectively Bargained 401(k) Plan Ameriserv Trust and Financial Services Company, as Trustee By /s/ Nicholas E. Debias, Jr._____ Nicholas E. Debias, Jr., Vice President Exhibit Index Exhibits 1. Consent of Barnes, Saly & Company, LLP 2. Section 906 Certifications

Dates Referenced Herein   and   Documents Incorporated By Reference

This 11-K Filing   Date   Other Filings
1/1/00
12/31/0010-K405, 11-K
11/19/01
12/31/0110-K/A, 10-K405, 11-K
For The Period Ended12/31/0210-K, 11-K
5/22/034
6/26/03
Filed On / Filed As Of6/30/0310-Q, 11-K
 
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