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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-3970
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HARSCO CORPORATION SAVINGS PLAN
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(Full title of the Plan)
HARSCO CORPORATION
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(Name of issuer of the securities held pursuant to the Plan)
Camp Hill, PA 17001-8888
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(Address of principal executive office)
Telephone - (717) 763-7064
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HARSCO CORPORATION SAVINGS PLAN
INDEX TO
FORM 11-K ANNUAL REPORT
---------------
Form 11-K
Pages
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Report of Independent Registered Public Accounting Firm 3
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2003 and December 31, 2002 4
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 2003 5
Notes to Financial Statements 6-14
Supplemental Schedule:
Schedule of Assets (Held at End of Year) - Schedule H, Line 4(i)* 15
Exhibits:
Exhibit 23 - Consent of Independent Registered Public
Accounting Firm 1
* Refers to item number in Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 2003.
-2-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and the Plan Administrative Committee of
the Harsco Corporation Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Harsco Corporation Savings Plan (the "Plan") at December 31, 2003 and
2002, and the changes in net assets available for benefits for the year ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 22, 2004
-3-
HARSCO CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
December 31, 2003 and December 31, 2002
Assets December 31 December 31
2003 2002
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Investments, at fair value:
Participant directed $ 224,478 $ 151,390
Non-participant directed -- 31,913
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Total investments 224,478 183,303
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Contributions Receivable:
Employer's 18 35
Participants' 75 144
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Total receivables 93 179
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Net assets available for benefits $ 224,571 $ 183,482
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The accompanying notes are an integral part of the financial statements.
-4-
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
For the Year Ended December 31, 2003
Additions to net assets attributed to:
Investment income
Net appreciation in the fair value of investments $ 45,708
Dividends 3,779
Interest - money market fund 181
Interest - participant loans 527
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50,195
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Contributions:
Employer's 3,364
Participants' 11,443
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14,807
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Transfers from other plans 320
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Total additions 65,322
Deductions:
Withdrawals (24,233)
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Net increase in net assets available for benefits 41,089
Net assets available for benefits:
December 31, 2002 183,482
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December 31, 2003 $ 224,571
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The accompanying notes are an integral part of the financial statements.
-5-
NOTES TO FINANCIAL STATEMENTS
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1. General Description of Plan:
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The following description of the Harsco Corporation Savings Plan (the
"Plan") provides only general information. Participants should refer to
the Summary Plan Description for a more complete description of the
Plan's provisions.
The Plan is a defined contribution plan designed to comply with the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA") and with the requirements for qualification under Sections
401(a) and 401(k) of the Internal Revenue Code (the "Code").
All U.S. employees (including officers) who receive a stated weekly,
hourly, monthly, or annual rate of compensation and are employed by
Harsco Corporation (the "Company") or any subsidiary of either the
Company or a subsidiary which adopts this Plan with the approval of the
Company shall be covered by, or remain covered by this Plan, are deemed
"Eligible Employees." Also eligible are employees covered by a
collective bargaining agreement where the agreement provides for the
employees' eligibility to participate in the Plan. New employees deemed
Eligible Employees under this Plan are eligible to participate in the
Plan as of the first payroll of January, April, July or October after
the date of hire.
To participate in the Plan, an Eligible Employee must elect to
contribute to the Plan through payroll deductions each pay period.
Contributions are in whole percentages from 1% to 75% of compensation
received for services as an employee of the Company or any subsidiary
of the Company. The participant shall designate what percentage of such
contributions will be "Pre-Tax Contributions" and what percentage will
be "After-Tax Contributions." A participant who makes Matched Pre-Tax
and/or Matched After-Tax Contributions in an aggregate amount of 6% of
his or her compensation may also elect to contribute from 1% to 69% of
his or her compensation as an Unmatched Pre-Tax Contribution and from
1% to 16% of his or her compensation as an Unmatched After-Tax
Contribution, subject to IRS and Plan limitations. In no event during
the year may (a) Matched Pre-Tax and Matched After-Tax Contributions
exceed 6% of compensation, (b) Unmatched Pre-Tax and Unmatched
After-Tax Contribution exceed 69% of compensation or (c) Pre-Tax
Contributions exceed the amount specified by the Internal Revenue
Service (IRS) code which was $12,000 and $11,000 for the years ended
December 31, 2003 and 2002, respectively, for participants under 50
years of age. For participants who turned 50 on or before the end of
the calendar year, the pretax limit was $14,000 and $12,000 in 2003 and
2002, respectively, as a result of an additional $2,000 and $1,000 of
"catch-up contributions" allowed by law in 2003 and 2002, respectively.
Pre-Tax Contributions shall constitute a reduction in the participant's
taxable income for purposes of Section 401(k) of the Code. After-Tax
Contributions will be considered to be the participant's contributions
to the Plan and shall not constitute a reduction in the participant's
taxable income for the purposes of Section 401(k) of the Code.
-6-
NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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Pursuant to the Plan, the Company will make contributions in cash to
the trustee for the account of each participant in an amount equal to
50% of the first 6% of such participant's compensation designated as
Matched Pre-Tax Contributions and/or Matched After-Tax Contributions.
These contributions are referred to as "Company Matching
Contributions".
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's Matching Accounts is based
on years of vesting service. A participant is 100% vested after three
years of credited service.
The Company pays administrative fees related to maintaining the Plan as
a whole. Fees for investment management are subtracted from fund
performance reported by each fund. Loan setup fees, quarterly loan fees
and withdrawal fees are paid by the participant. Effective January 1,
2003, account balances in Vanguard Institutional Index Fund were
assessed an annual 0.25% fee, assessed in quarterly increments, to
cover record keeping expenses for the fund. Also effective January 1,
2003, transfers in and out of the Harsco Corporation Common Stock Fund
were assessed a $0.03 commission per share transferred.
Participants may borrow from their fund accounts a minimum of $500 to a
maximum of 50% of their vested account balance, not to exceed $50,000.
Loan transactions are treated as a transfer to (from) the respective
investment fund(s) from (to) the Participant Loans fund. The
participant may choose the loan repayment period, not to exceed five
years. However, the term may be for any period not to exceed 15 years
if the purpose of the loan is to acquire the participant's principal
residence. The loans are collateralized only by the portion of the
participant's account from which the loan is made and bear interest at
a rate commensurate with local prevailing rates as determined
periodically by the Plan administrator. Interest rates on outstanding
loans, based on the trustee's prime rate plus one percent, ranged from
5.00% to 10.5% at December 31, 2003. Principal and interest is paid
ratably through payroll deductions.
On termination of service, a participant or beneficiary may elect one
of three options. The participant or beneficiary may elect to receive
either a lump-sum amount equal to the value of the participant's vested
interest in his or her account; a portion paid in a lump-sum, and the
remainder paid later; or annual installments over not more than fifteen
years.
-7-
NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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While the Company has not expressed any intent to discontinue the Plan,
it reserves the right to terminate the Plan at any time or discontinue
contributions thereunder. In the event such discontinuance resulted in
the termination of the Plan, the accounts of each affected employee who
has not yet incurred a break in service shall be fully vested. Complete
distributions or withdrawals would be distributed to Plan participants
and beneficiaries in proportion to their respective account balances.
2. Summary of Significant Accounting Policies:
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Basis of Accounting:
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The financial statements of the Plan are prepared under the accrual
basis of accounting.
Investment Valuation:
---------------------
The Harsco Corporation Common Stock Fund is stated at market value,
which represents the closing price of the stock on the Composite
Reporting Tape of the stock exchanges on the last day of trading of the
calendar year. Shares in the American Funds EuroPacific Growth Fund,
American Funds Growth Fund of America, Ariel Appreciation Fund, Dodge &
Cox Stock Fund, Morgan Stanley Institutional Fund, Inc. U.S. Real
Estate Fund, Neuberger Berman Genesis Fund, PIMCO Total Return Fund,
Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation -
Conservative Portfolio, Putnam Asset Allocation - Growth Portfolio,
Putnam Bond Index Fund, Putnam Fund for Growth and Income, Putnam
Income Fund, Putnam Money Market Fund, Putnam New Opportunities Fund,
Putnam Voyager Fund, and Vanguard Institutional Index Fund, are all
stated at fair value, which represents the closing price on the last
day of trading of the calendar year. Cash, which represents funds held
until purchases of common stock are completed, is stated at fair value.
Participant loans are valued at cost which approximates fair value.
Payment of Benefits:
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Benefit payments to participants are recorded when paid.
Use of Estimates:
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The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions
and deductions during the reporting period. Actual results could differ
from those estimates.
Other:
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The Plan presents in the Statement of Changes in Net Assets Available
for Benefits the net appreciation (depreciation) in the market value of
its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
-8-
NOTES TO FINANCIAL STATEMENTS, continued
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2. Summary of Significant Accounting Policies: (continued)
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The purchase and sale of investments are recorded on a trade-date
basis. Dividend income is recorded on the ex-dividend date. Income from
other investments is recorded as earned on an accrual basis. Both
participant contributions and Company matching contributions are
accrued in the period of the related payroll deductions. Forfeitures, a
result of participant withdrawals prior to their full vesting in the
Plan, are used to reduce the amount of future Company matching
contributions.
3. Investment Options:
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The Plan, comprised of participant directed contributions, contains the
following investment options:
(1) Harsco Corporation Common Stock Fund - a fund consisting of
Common Stock of Harsco Corporation purchased in the open market
or through privately negotiated transactions to the extent
permitted by rules of the New York Stock Exchange and the
Securities and Exchange Commission.
(2) American Funds EuroPacific Growth Fund - a long-term growth
oriented fund consisting primarily of stocks of issuers located
in Europe and the Pacific Basin.
(3) American Funds Growth Fund of America - a long-term growth
oriented fund consisting primarily of stocks that American Funds
management believes offer superior opportunities for growth of
capital.
(4) Ariel Appreciation Fund - a long-term growth oriented fund
consisting primarily of medium sized company stocks.
(5) Dodge & Cox Stock Fund - a fund consisting principally of common
stock with a primary objective of long-term growth and income.
The fund's secondary objective is to achieve a reasonable current
income.
(6) Morgan Stanley Institutional Fund, Inc. U.S. Real Estate Fund - a
fund consisting primarily of equity securities of companies in
the U.S. real estate industry, including real estate investment
trusts. The fund seeks to provide above average current income
and long-term capital appreciation.
(7) Neuberger Berman Genesis Fund - a fund consisting mainly of
common stock of small capitalization companies that offer
potential for capital growth.
(8) PIMCO Total Return Fund - a fund consisting, under normal
circumstances, of at least 65% of its assets in a diversified
portfolio of fixed income instruments of varying maturities. The
fund seeks maximum total returns, consistent with preservation of
capital and prudent investment management.
-9-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued)
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(9) Putnam Asset Allocation - Balanced Portfolio - a fund seeking
total return. The fund consists of 45 - 75% investments in stocks
and 25 - 55% investments in a diversified portfolio of
fixed-income securities, including both government and corporate
bonds.
(10) Putnam Asset Allocation - Conservative Portfolio - a fund seeking
total return consistent with preservation of capital. The fund is
made up of 15 - 45% investments in stocks and 55 - 85%
investments in a diversified portfolio of fixed-income
securities, including both government and corporate bonds.
(11) Putnam Asset Allocation - Growth Portfolio - a fund consisting of
65 - 95% investments in stock that Putnam Management believes
have the potential for capital appreciation and consisting of 5 -
35% investments in a diversified portfolio of fixed-income
securities, including both government and corporate bonds.
(12) Putnam Bond Index Fund - a fund consisting of a sample of
securities included in the Lehman Brothers Aggregate Bond Index.
The fund's goal is to achieve a return, before the assessment of
any fees that closely approximates the index.
(13) Putnam Fund for Growth and Income - a fund consisting primarily
of common stocks located mainly in the United States that offer
potential for capital growth, current income, or both.
(14) Putnam Income Fund - a fund seeking high current income
consistent with what Putnam management believes to be prudent
risk. The fund includes principally investments in bonds and
other debt securities. Bonds include both corporate and
government bonds.
(15) Putnam Money Market Fund - a fund seeking as high a rate of
current income as Putnam's management believes is consistent with
preservation of capital and maintenance of liquidity. The fund
consists of short-term high-quality money market securities.
Investments in this fund are neither insured nor guaranteed by
the U.S. government.
(16) Putnam New Opportunities Fund - a fund consisting primarily of
investments in common stock of U.S. companies within certain
industry groups that Putnam management believes have high growth
potential.
(17) Putnam Voyager Fund - a fund consisting mainly of investments in
stock of midsized to large companies expected to grow over time.
The fund invests all or a portion of its assets in companies
located mainly inside the United States.
-10-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued)
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(18) Vanguard Institutional Index Fund - a fund consisting of
investments in the same stocks and in substantially the same
percentages as the S&P 500 Index.
The Plan provides for various investment options as described above.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term could
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits.
There were 4,914 participants at December 31, 2003 who participated in
one or more of the 18 investment funds. At December 31, 2003 the number
of participants selecting each of the investment funds for their
contributions was as follows:
Harsco Corporation Common Stock Fund................ 4,618
Putnam Money Market Fund............................ 2,775
Vanguard Institutional Index Fund................... 2,603
Putnam Voyager Fund................................. 2,106
Putnam New Opportunities Fund....................... 2,003
American Funds EuroPacific Growth Fund.............. 1,359
Putnam Fund for Growth and Income................... 1,181
Putnam Asset Allocation - Balanced Portfolio........ 1,060
Putnam Asset Allocation - Growth Portfolio.......... 745
Putnam Income Fund.................................. 718
Neuberger Berman Genesis Fund....................... 628
PIMCO Total Return Fund............................. 509
Putnam Asset Allocation - Conservative Portfolio.... 395
Dodge & Cox Stock Fund.............................. 253
Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund............................. 204
Ariel Appreciation Fund............................. 170
Putnam Bond Index Fund.............................. 96
American Funds Growth Fund of America............... 57
-11-
NOTES TO FINANCIAL STATEMENTS, continued
3. Investment Options: (continued)
-------------------------------
The following table separately identifies those investments which represent five
percent or more of the Plan's net assets at December 31, 2003 with comparable
information for 2002:
(in thousands) December 31 December 31
2003 2002
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Harsco Corporation Common Stock Fund(1) $ 93,942 $ 75,014
Vanguard Institutional Index Fund 26,291 19,834
Putnam Money Market Fund 21,257 23,242
Putnam Voyager Fund 15,903 13,141
Putnam New Opportunities Fund 11,788 8,448
Other 55,297 43,624
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$ 224,478 $ 183,303
========== ==========
(1) Harsco Corporation Common Stock Fund includes $31,913 at December 31, 2002
that is non-participant directed.
The following table summarizes the change in the non-participant directed
portion of the Harsco Corporation Common Stock Fund:
(in thousands)
Balance at January 1, 2003 $ 31,913
Net appreciation in fair value 1,833
Contributions (net of forfeitures) 24
Termination payments (957)
Transfers to participant directed investments (32,813)
----------
Balance at December 31, 2003 $ 0
==========
-12-
NOTES TO FINANCIAL STATEMENTS, continued
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4. Related-Party Transactions:
---------------------------
Certain Plan investments are shares of mutual funds managed by Putnam
Investments. Putnam Investments is the trustee as defined by the Plan,
and therefore, transactions in these funds qualify as party-in-interest
transactions. Transactions in the Harsco Corporation Common Stock Fund
also qualify as party-in-interest transactions.
5. Plan Amendments:
----------------
The Company amended the Plan effective January 1, 2003, to remove
restrictions on contributions made to the company matching account and
allow participants to direct 100% of future company matching
contributions. Amounts credited to the company matching account prior
to January 1, 2003 became available for participant direction as
follows:
o Effective January 1, 2003, participants were given the right to
direct the investment of 25% of their restricted company matching
accounts.
o Effective April 1, 2003, participants were given the right to direct
the investment of 33% of the amount then remaining in the restricted
company matching account.
o Effective July 1, 2003, participants were given the right to direct
the investment of 50% of the amount then remaining in the restricted
company matching account.
o Effective October 1, 2003 and thereafter, participants were given the
right to direct the investment of 100% of the amount then remaining
in the restricted company matching account.
In accordance with this amendment, the following number of shares of
Harsco Corporation Common Stock Fund and the corresponding dollar
values were transferred from nonparticipant directed to participant
directed accounts on the dates indicated.
(dollars in thousands) Share Amounts Dollar Amounts
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January 1, 2003 250,176 $ 7,978
April 1, 2003 237,851 7,252
July 1, 2003 232,770 8,391
October 1, 2003 224,636 8,642
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Totals 945,433 $ 32,263
================================================================
The Company amended the Plan effective on and after January 1, 2003, to
limit participants to a maximum of one loan outstanding at any given
time. Participants who had multiple loans outstanding on the effective
date of the amendment were allowed to retain those loans and repay them
according to the loans' original terms.
-13-
NOTES TO FINANCIAL STATEMENTS, continued
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6. Federal Income Taxes:
---------------------
The Company received a determination letter from the Internal Revenue
Service on May 15, 2003, that the Plan, as amended March 28, 2003, is a
qualified plan under Sections 401(a) and 401(k) of the Internal Revenue
Code and is therefore exempt from Federal income taxes under the
provisions of Section 501(a). The determination letter renewed the
IRS's previous favorable determination made on December 26, 2000. The
Plan has been amended since the IRS made its latest determination.
However, the Plan administrator and the Plan's tax counsel believe that
the Plan is designed and is currently being operated in compliance with
the applicable provisions of the Internal Revenue Code.
7. Transfers from Other Plans:
---------------------------
In June 2003, the Company acquired the mill services unit of C. J.
Langenfelder & Son, Inc. The Maryland Slag Co. Retirement Savings Plan
(the Maryland Slag Plan) was the savings plan for employees of the mill
services unit of C. J. Langenfelder & Son, Inc. Effective November 3,
2003, Maryland Slag Plan assets of $0.3 million were merged into the
Plan.
8. Subsequent Event - Transfer to Harsco Retirement Savings and Investment
-----------------------------------------------------------------------
Plan:
-----
Effective January 1, 2004, the account balances of salaried employees
in the Plan totaling $110.9 million were transferred to a new plan
titled, "Harsco Retirement Savings and Investment Plan" (HRSIP). The
creation of the HRSIP and transfer were made in connection with the
Company restructuring salaried employees' pension benefit plans from
principally defined benefit to principally defined contribution. The
restructuring was initiated to make pension expense for the Company
more predictable and less volatile. Hourly employees remain in the
Plan. As a result of this change, there have not been any structural
changes to the Plan with regards to investment options, employee
contributions or the Company's matching of employee contributions.
-14-
HARSCO CORPORATION SAVINGS PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
December 31, 2003
(dollars in thousands)
(a) (b) & (c) (d) (e)
Party Shares or Current
In Interest Units Identity of Issue and Description of Investment Cost Value
----------- ---------- ----------------------------------------------- ---- ---------
Common Stock:
* 2,143,820 Harsco Corp. Common Stock, par value $1.25 $ 52,160 $ 93,942
--------- ---------
N/A Participant Loans (1) 6,776 6,776
--------- ---------
Mutual Funds:
258,308 Vanguard Institutional Index Fund 26,347 26,291
* 21,257,307 Putnam Money Market Fund 21,257 21,257
* 1,003,352 Putnam Voyager Fund 20,712 15,903
* 312,518 Putnam New Opportunities Fund 15,524 11,788
* 839,017 Putnam Asset Allocation-Balanced Portfolio 9,069 8,281
205,651 Neuberger Berman Genesis Fund 6,267 7,615
198,097 American Europacific Growth Fund 5,651 5,935
* 299,204 Putnam Fund for Growth and Income 5,293 5,296
488,024 PIMCO Total Return Fund 5,227 5,227
* 488,678 Putnam Income Fund 3,248 3,294
28,144 Dodge & Cox Stock Fund 2,842 3,202
* 308,691 Putnam Asset Allocation-Growth Portfolio 3,338 3,103
* 207,363 Putnam Asset Allocation-Conservative Portfolio 1,878 1,833
Morgan Stanley Institutional Fund, Inc. U.S.
89,675 Real Estate Fund 1,464 1,596
36,289 Ariel Appreciation Fund 1,375 1,571
29,808 Growth Fund of America 695 726
* 46,053 Putnam Bond Index Fund 603 622
--------- ---------
Total Mutual Funds 130,790 123,540
--------- ---------
N/A Cash 220 220
--------- ---------
Total Assets Held for Investment Purposes $ 189,946 $ 224,478
========= =========
* Represents party in interest
(1) Participant Loans range up to 15 years to maturity and interest rates on
these loans ranged from 5.00% to 10.5%.
-15-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrative Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
HARSCO CORPORATION SAVINGS PLAN
BY /S/ Mark E. Kimmel
------------------------------------------
Mark E. Kimmel
General Counsel & Corporate Secretary
June 22, 2004
-16-