BIO RAD LABORATORIES INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

OR

__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________________

Commission file number 1-7928

BIO-RAD LABORATORIES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 94-1381833
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

1000 Alfred Nobel Drive, Hercules, CA 94547
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (510) 724-7000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Documents Incorporated by Reference

Document Form 10-K Parts
_________________________________________ ____________________
(1) Annual Report to Stockholders for the
fiscal year ended December 31, 2001
(specified portions) I, II, IV
(2) Definitive Proxy Statement to be mailed
to stockholders in connection with the
registrant's 2001 Annual Meeting of
Stockholders (specified portions) III

P A R T I
ITEM 1. BUSINESS

General

Founded in 1957, Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
"Company") was initially engaged in the development and
production of specialty chemicals used in biochemical,
pharmaceutical and other life science research applications. In
1967, the Company entered the field of clinical diagnostics with
the development of its first test kit based on separation
techniques and materials developed for life science research.
Recognizing that the fields of clinical diagnostics and life
science research were evolving toward more automated techniques,
Bio-Rad expanded into the field of analytical and measuring
instrument systems through internal research and development
efforts and acquisitions in the late 1970's and 1980's.

As Bio-Rad broadened its product lines, it also expanded its
geographical market. The Company has distribution
channels in thirty countries outside the United States through
subsidiaries whose primary focus is customer service and
product distribution.

On October 1, 1999 Bio-Rad acquired the stock of Pasteur Sanofi
Diagnostics (PSD) and the rights to certain ancillary assets for
$210 million. PSD was founded by the Institut Pasteur to
commercialize its diagnostic research, and holds certain
exclusive licenses from the Institut Pasteur in the HIV and
infectious disease diagnostic product market. PSD also expanded
the geographic reach and market penetration for the Company's
product particularly in Latin America, Africa and France.

During 2000 and 2001, the Company sold the majority of its
analytical instruments product lines. These divestitures will
allow the company to focus on its core segments of Life Science
and Clinical Diagnostics.

Bio-Rad manufactures and supplies the life science research,
healthcare, analytical chemistry and other markets with a broad
range of products and systems used to separate complex chemical
and biological materials and to identify, analyze and purify
their components.

Description of Business

Business Segments

The Company operates in two industry segments designated as Life
Science and Clinical Diagnostics. Each operates in both the
United States and international markets. For a description of
business and financial information on industry and geographic
segments, see Note 14 on pages 22 through 25 of Exhibit 13.1,
which is incorporated herein by reference.

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Life Science Segment.

Life science is the study of the characteristics, behavior, and
structure of living organisms and their component systems. Life
science researchers use a variety of products and systems--
including reagents, instruments, software and apparatus-- to
advance the study of life processes, drug discovery,
biotechnology and food pathogen testing, primarily within a
laboratory setting.

We focus on selected segments of the life science market--
proteomics, genomics and cell biology -- for which we estimate
2001 worldwide sales totaled approximately $3 billion. The
primary technological applications that we supply to these
segments consist of electrophoresis, image analysis, molecular
detection, chromatography, gene transfer, sample preparation and
amplification. The primary end-users in our sectors of the
market are universities and medical schools, industrial research
organizations, government agencies, pharmaceutical manufacturers,
biotechnology researchers and food testing laboratories.

Clinical Diagnostics Segment.

The clinical diagnostics industry encompasses a broad array of
technologies incorporated into a variety of tests used to detect,
identify and quantify substances in blood or other bodily fluids
and tissues. The test results are used as aids for medical
diagnosis, detection, evaluation, monitoring and treatment of
diseases and other medical conditions. The bulk of tests are
performed in vitro (literally, "in glass"), while the remainder
consists of in vivo ("in the body") tests. The most common type
of in vitro tests are routine chemistry tests that measure
important health parameters, such as glucose, cholesterol or
sodium, as part of routine blood checks. Other diagnostic tests
are more specialized and require more sophisticated equipment and
materials than do routine tests. These specialized tests are
also lower-volume and higher-priced than routine tests. We
estimate that in 2001 sales to the global clinical diagnostics
industry totaled approximately $21 billion.

The primary end-users in the areas of the clinical diagnostics
industry we target are hospital laboratories, reference
laboratories, physician office laboratories, government agencies
and other diagnostics manufacturers.

Raw Materials and Components

The Company utilizes a wide variety of chemicals, biological
materials, electronic components, machined metal parts, optical
parts, minicomputers and peripheral devices. Most of these
materials and components are available from numerous sources and
the Company has not experienced difficulty in securing adequate
supplies.

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Patents and Trademarks

We own numerous U.S. and international patents and patent
licenses. We believe, however, that our ability to develop and
manufacture our products depends primarily on our knowledge,
technology and special skills. Under several patent license
agreements, we pay royalties on the sales of certain products.
We view these patents and license agreements as valuable assets.

Seasonal Operations and Backlog

The Company's business is not inherently seasonal, however, the
European custom of concentrating vacation during the summer
months usually has had a negative impact on third quarter sales
volume and operating income.

For the most part, the Company operates in markets characterized
by short lead times and the absence of significant backlogs. The
Company produces only limited instruments against an order
backlog. Management has concluded that backlog information is
not material to the Company's business as a whole.

Sales and Marketing

Each of Bio-Rad's segments maintains a sales force to sell its
products on a direct basis. Each sales force is technically
trained in the disciplines associated with its products. Sales
are also generated through direct mail advertising, exhibits at
trade shows and technical meetings, telemarketing, the Company
website and by extensive advertising in technical and trade
publications. Sales and marketing efforts are augmented by
technical service departments that assist customers in effective
product utilization and in new product applications. Bio-Rad
also produces and distributes technical literature and holds
seminars for customers on the use of its products.

Our customer base is broad and diversified. In 2001, no single
customer accounted for more than 2% of our total net sales. Our
sales are affected by certain external factors. For example, a
number of our customers, particularly in the life science
segment, are substantially dependent on government grants and
research contracts for their funding. A significant reduction of
government funding would have a detrimental effect on the results
of this segment.

Most of the Company's international sales are generated by
wholly-owned subsidiaries and their branch offices in Australia,
Austria, Belgium, Brazil, Canada, the Czech Republic, Denmark,
England, Finland, France, Germany, Hong Kong, Hungary, India,
Israel, Italy, Japan, Korea, Mexico, the Netherlands, New
Zealand, Norway, People's Republic of China, Poland, Portugal,
Russia, Singapore, South Africa, Spain, Sweden, Switzerland,
Taiwan and Thailand. Certain of these subsidiaries also have
manufacturing facilities. While Bio-Rad's international
operations are subject to certain risks common to foreign
operations in general, such as changes in governmental

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regulations, import restrictions and foreign exchange
fluctuations, the Company's international operations are
principally in developed nations, which the Company regards as
presenting no significantly greater risks to its operations than
are present in the United States.

Competition

Most markets served by our product groups are competitive. Our
competitors range in size from start-ups to large multinational
corporations. Reliable independent information on sales and
market share of products produced by our competitors is not
generally available. We believe, however, based on our own
marketing information, that while some competitors are dominant
with respect to certain individual products, no one company,
including us, is dominant with respect to a material portion of
any segment of our business.

Life Science Segment. Because of the breadth of its product
lines, Life Science does not face the same competitor for all of
its products. Competitors in this market include Amersham
Biosciences, Qiagen, Zeiss and Applied Biosystems. We compete
primarily on meeting performance specifications.

Clinical Diagnostics Segment. Competitors in this segment range
in size from small private companies to large multinational
corporations. We compete only in very specific market niches and
do not attempt to pursue the most competitive general diagnostics
markets. We compete based on our technological ability to
provide customers with very specific tests and believe we are
usually a significant competitor within our market niche.
Competitors include Abbott Laboratories, bioMerieux, Inc., Roche
Diagnostics, BioChem Pharma, Inova, diaSorin and Medical Analysis
Systems.

Product Research and Development

The Company conducts extensive product research and development
activities in all areas of our business, employing approximately
470 people worldwide in these activities. Research and
development have played a major role in Bio-Rad's growth and are
expected to continue to do so in the future. Our research teams
are continuously developing new products and new applications for
existing products. In our development and testing of new
products and applications, we consult with scientific and medical
professionals at universities, hospitals and medical schools, and
in industry. We spent approximately $76.5 million, $68.1 million
and $51.2 million (excluding $15.5 million of purchased in-
process research and development expense)on research and
development activities during the years ended December 31, 2001,
2000 and 1999, respectively.

Regulatory Matters

The manufacturing, marketing and labeling of certain of our
products (primarily diagnostic products) are subject to
regulation in the United States by the Center for Devices and

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Radiological Health of the United States Food and Drug
Administration (FDA) and in other jurisdictions by state and
foreign government authorities. FDA regulations require that
some new products have pre-marketing approval by the FDA and
require certain products to be manufactured in accordance with
"good manufacturing practices," to be extensively tested and to
be properly labeled to disclose test results and performance
claims and limitations.

As a multinational manufacturer and distributor of sophisticated
instrumentation equipment, we must meet a wide array of
electromagnetic compatibility and safety compliance requirements
to satisfy regulations in the United States, the European
Community and other jurisdictions. The FDA must approve an
export permit application before companies can market products
outside the U.S. prior to the products' receipt of FDA approval.
The requirements relating to testing and trials, product
licensing, pricing and reimbursement vary widely among countries.

Our operations are subject to federal, state, local and foreign
environmental laws and regulations that govern such activities as
emissions to air and discharges to water, as well as handling and
disposal practices for solid, hazardous and medical wastes. In
addition to environmental laws that regulate our operations, we
are also subject to environmental laws and regulations that
create liabilities and clean-up responsibility for spills,
disposals or other releases of hazardous substances into the
environment as a result of our operations or otherwise impacting
real property that we own or operate. The environmental laws and
regulations also subject us to claims by third parties for
damages resulting from any spills, disposals or releases
resulting from our operations or at any of our properties.

Employees

At December 31, 2001, Bio-Rad had approximately 4,300 full-time
employees. Fewer than 12% of Bio-Rad's 2,100 U. S. employees are
covered by a collective bargaining agreement which will expire on
November 7, 2002. Many of Bio-Rad's non-U.S. full-time
employees, especially in France, are covered by collective
bargaining agreements. Bio-Rad considers its employee relations
in general to be good.

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ITEM 2. PROPERTIES

We own our Corporate headquarters located in Hercules,
California. The principal manufacturing and research locations
for each segment are as follows:
Approximate
Segment Location Square Ftg. Owned/Leased

Life Science Richmond, California 201,000 Owned/Leased
Hercules, California 95,400 Owned
Hemel Hempstead, England 102,000 Leased
Milan, Italy 50,000 Leased

Clinical
Diagnostics Hercules, California 135,000 Owned/Leased
Irvine, California 137,000 Leased
Greater Seattle,
Washington 127,600 Owned/Leased
Lille, France 182,000 Owned
Paris, France 162,000 Leased
Munich, Germany 55,000 Leased
Nazareth-Eke, Belgium 30,000 Leased

Most manufacturing and research facilities also house
administration, sales and distribution activities. In addition,
we lease office and warehouse facilities in a variety of
locations around the world. The facilities are used principally
for sales, service, distribution and administration for both
segments.

The Life Science segment's Richmond, California distribution and
instrument manufacturing facility lease expires in November 2005.
The Marnes la Coquette facility near Paris, France which served
as the corporate headquarters for PSD, as well as a significant
manufacturing and research facility has been renewed until
December 31, 2005.

The Company is currently reviewing plans to either build or lease
additional facilities at or near its Northern California
headquarters. Historically, adequate space to expand sales and
distribution channels has been available and we have leased space
as needed.

ITEM 3. LEGAL PROCEEDINGS

Note 13, "Legal Proceedings," appearing on page 22 of the Exhibit
13.1 is incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special shareholders' meeting was held on February 4, 2002.
The following matters are described in detail on pages 5 through
10 of the Company's definitive Proxy Statement dated January 2,
2002, filed with the Securities and Exchange Commission and
incorporated herein by reference.

6

The following proposals were approved by both the Class A and Class B
shareholders:

Votes Votes Broker
For Against Abstentions Non-Votes

Authorized Shares
Proposal
Class A 5,340,103 2,298,436 6,386 1,434,125
Class B 2,194,247 4,313 3,533 104,533

Par Value Proposal
Class A 7,576,420 47,697 20,807 1,434,125
Class B 2,192,140 6,239 3,714 104,533

The following proposals were approved by the combined votes of the
Class A and Class B shareholders:

Votes Votes
For Against Abstentions

Written Ballot
Proposal 2,962,565 246,277 5,689

Technical Amendment
Proposal 3,126,635 81,184 6,712

P A R T II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Note 16, "Information Concerning Common Stock," appearing on page
26 of Exhibit 13.1 is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The table headed "Summary of Operations and Selected Financial
Data" appearing on page 1 of Exhibit 13.1 is incorporated herein
by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The section headed "Management's Discussion and Analysis of
Results of Operations and Financial Condition" appearing on pages
28 through 37 of Exhibit 13.1 is incorporated herein by
reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The section headed "Financial Risk Management" appearing on page
36 of Exhibit 13.1 is incorporated herein by reference.

7

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Notes thereto and the
Report of Independent Public Accountants appearing on pages 2
through 27 of Exhibit 13.1 are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The sections labeled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" of the definitive
Proxy Statement mailed to stockholders in connection with the
2002 Annual Meeting of Stockholders ("the 2002 Proxy Statement")
are incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The sections labeled "Executive Compensation and Other
Information," "Compensation of Directors," "Compensation
Committee Interlocks and Insider Participation," "Report of the
Compensation Committee of the Board of Directors" and "Stock
Performance Graph" of the 2002 Proxy Statement are incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The section labeled "Principal and Management Stockholders" of
the 2002 Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The section labeled "Certain Relationships and Related Party
Transactions" and "Compensation of Directors" of the 2002 Proxy
Statement is incorporated herein by reference.

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P A R T IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) 1. Index to Financial Statements

The following Consolidated Financial Statements are
included in Exhibit 13.1 and are incorporated
herein by reference pursuant to Item 8:
Page in
Exhibit 13.1
Consolidated Balance Sheets
at December 31, 2001 and 2000 2-3

Consolidated Statements of Income
for each of the three years in the
period ended December 31, 2001 4

Consolidated Statements of Cash Flows
for each of the three years in the period
ended December 31, 2001 5

Consolidated Statements of Changes in
Stockholders' Equity for each of the three
years in the period ended December 31, 2001 6

Notes to Consolidated Financial Statements 7-26

Report of Independent Public Accountants 27

2. Index to Financial Statement Schedule

Page in
Form 10-K

Schedule II Valuation and Qualifying Accounts 10

Report of Independent Public Accountants
on Schedule II 11

All other financial statement schedules are omitted because
they are not required or because the required information is
included in the Consolidated Financial Statements or the Notes
thereto.

3. Index to Exhibits

The exhibits listed in the accompanying Index to Exhibits on
pages 13 through 15 of this report are filed or incorporated by
reference as part of this report.

(b) Reports on Form 8-K

None.

9

BIO-RAD LABORATORIES, INC,.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2001, 2000 and 1999
(In thousands)

Reserve for doubtful accounts receivable

Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions Other of Year

2001 . . . $10,255 $5,200 $(3,946) -- $11,509

2000 . . . $9,582 $4,298 $(3,625) -- $10,255

1999 . . . $3,629 $3,123 $(2,449) $5,279(A) $9,582

Valuation allowance for deferred tax assets

Deductions
Balance at Charged to Balance
Beginning Costs and at End
of Year Additions Expenses Other(A) of Year

2001 . . . . $17,020 $4,059 $(2,793) $(5,484) $12,802

2000 . . . . $24,131 $ -- $(3,431) $(3,680) $17,020

1999 . . . . $5,342 $ -- $ (553) $19,342 $24,131

(A) Valuation arising from the acquisition of PSD.

10

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE II

To Bio-Rad Laboratories, Inc.:

We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial
statements included in Bio-Rad Laboratories, Inc.'s annual report
to stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 4, 2002. Our
audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in the index,
Item 14(a)2, is the responsibility of the Company's management
and is presented for the purposes of complying with the
Securities and Exchange Commission's rules and is not part of the
basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

San Francisco, California
February 4, 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

BIO-RAD LABORATORIES, INC.

By: /s/ Sanford S. Wadler
Sanford S. Wadler
Secretary

Date: March 27, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Principal Executive Officer:

/s/ David Schwartz President and Director March 27, 2002
(David Schwartz)

Principal Financial Officer:

/s/ Norman Schwartz Vice President and March 27, 2002
(Norman Schwartz) Director

Principal Accounting Officer:

/s/ James R. Stark Corporate Controller March 27, 2002
(James R. Stark)

Other Directors:

Director March 27, 2002
(James J. Bennett)

/s/ Albert J. Hillman Director March 27, 2002
(Albert J. Hillman)

Director March 27, 2002
(Ruediger A. Naumann)

/s/ Philip L. Padou Director March 27, 2002
(Philip L. Padou)

/s/ Alice N. Schwartz Director March 27, 2002
(Alice N. Schwartz)

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BIO-RAD LABORATORIES, INC.
INDEX TO EXHIBITS
ITEM 14(a)3

The following documents are filed as part of this report:

Exhibit No.

3.1 Restated Certificate of Incorporation, as of
February 8, 2002.

3.2 Bylaws of the Registrant, as amended February 19,
1980. (1)

4.1 Credit Agreement dated as of September 30, 1999 among
Bio-Rad Laboratories, Inc., the lenders named therein,
Bank One, N.A., as Administrative Agent, ABN Amro Bank
N.V. as Syndication Agent and Union Bank of California,
N.A. as Documentation Agent. (2)

4.1.1 Amendment dated as of January 31, 2000, to the Credit
Agreement dated as of September 30, 1999, by and among
Bio-Rad Laboratories, Inc. the lenders named therein,
and Bank One, N.A. as Agent. (3)

4.1.2 Amendment dated as of June 21, 2000 to the Credit
Agreement dated as of September 30, 1999, among Bio-Rad
Laboratories, Inc., the lenders named therein, Banc
One, N.A. as Administrative Agent, ABN AMRO Bank N.V.
as Syndication Agent, and Union Bank of California,
N.A. as Documentation Agent. (4)

4.2 Senior Subordinated Credit Agreement dated as of
September 30, 1999 among Bio-Rad Laboratories, Inc.,
the lenders named therein and Bank One Capital Markets,
Inc., as agent. (2)

4.4 Senior Subordinated Credit Agreement dated as of
January 31, 2000 among Bio-Rad Laboratories, Inc., the
lenders named therein and UBS AG, Stamford Branch, as
Agent. (3)

4.5 The Indenture dated as of February 17, 2000 for 11.625%
Senior Subordinated Notes due 2007 among Bio-Rad
Laboratories, Inc., as Issuer, and Norwest Bank
Minnesota, N.A., as Trustee. (3)

4.6 The Registration Rights Agreement dated as of February
17, 2000 by and among Bio-Rad Laboratories, Inc. and
Warburg Dillon Reed LLC and ABN AMRO Incorporated. (3)

10.4 1994 Stock Option Plan. (5)

10.4.1 Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock
Option Plan dated April 28, 1998. (6)

10.4.2 Second Amendment to the Bio-Rad Laboratories, Inc. 1994
Stock Option Plan dated December 6, 1999. (6)

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10.4.3 Third Amendment to the Bio-Rad Laboratories, Inc. 1994
Stock Option Plan dated September 19, 2000. (6)

10.5 Amended and Restated 1988 Employee Stock Purchase Plan.
(7)

10.6 Employees' Deferred Profit Sharing Retirement Plan
(Amended and Restated effective January 1, 1997). (9)

10.10 Non-competition and employment continuation agreement
with James J. Bennett. (9)

10.12 Split Dollar Life Insurance Agreement dated
September 17, 1999 between the Schwartz Irrevocable
Descendants Trust and Bio-Rad Laboratories, Inc. (3)

13.1 Excerpt from Annual Report to Stockholders' for the
fiscal year ended December 31, 2001, (to be deemed
filed only to the extent required by the instructions
to exhibits for reports on Form 10-K).

21.1 Listing of Subsidiaries.

22.1 Proxy Statement dated January 2, 2002, pages 5 through
10 (definitive form filed January 4, 2002, and
incorporated by reference).

23.1 Consent of Independent Public Accountants.
______________________________________________________________

(1) Incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-7
Registration No. 2-66797, which became effective
April 22, 1980.

(2) Incorporated by reference from Exhibits to the
Company's Form 8-K dated October 1, 1999.

(3) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 1999, dated March 28, 2000.

(4) Incorporated by reference from Exhibits to the
Company's June 30, 2000, Form 10-Q filing dated
August 14, 2000.

(5) Incorporated by reference from the Exhibits to the
Company's Form S-8 filing, dated April 28, 1994.

(6) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 2000, dated March 28, 2001.

(7) Incorporated by reference from the Exhibits to the
Company's September 30, 1998, Form 10-Q filing dated
November 10, 1998.

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(8) Incorporated by reference from the Exhibits to the
Company's September 30, 1997, Form 10-Q filing dated
November 13, 1997.

(8) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 1996, dated March 26, 1997.

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