SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2002
[ ] 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 0-26762
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: PEDIATRIX MEDICAL GROUP, INC. AMENDED AND
RESTATED THRIFT AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PEDIATRIX MEDICAL GROUP, INC.
1301 Concord Terrace
Sunrise, Florida 33323-2825
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
REPORT ON AUDIT OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2002 AND 2001
TABLE OF CONTENTS
PAGE
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS................. 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 2002 and 2001................................. 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2002 and 2001................... 3
Notes to Financial Statements...................................... 4-10
SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)..... 11
----------------
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employment
Retirement Income Security Act of 1974 have been omitted because they are not
applicable.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Participants and Plan Administrator of the
Pediatrix Medical Group, Inc.
Amended and Restated Thrift and Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Pediatrix Medical Group, Inc. Amended and Restated Thrift and Profit
Sharing Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net
assets available for benefits for the years then ended 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
auditing standards generally accepted in the United States of America, which
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 H, Line 4i -
Schedule of Assets (Held at End of Year) 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. The 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.
/s/ PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
June 12, 2003
1
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------
2002 2001
------------ ------------
Assets
Investments, at fair value $ 54,993,664 $ 41,486,275
Receivables:
Employer contributions 5,598,339 2,712,870
Participant contributions 347,274 395,210
------------ ------------
Total assets 60,939,277 44,594,355
Liabilities
Distribution payable -- (1,371)
------------ ------------
Net assets available for benefits $ 60,939,277 $ 44,592,984
============ ============
The accompanying notes are an integral part of these financial statements.
2
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------
2002 2001
------------ ------------
Additions to net assets attributed to
Investment income
Interest and dividend income $ 804,648 $ 792,538
Net depreciation in the fair value of investments (7,776,022) (3,574,899)
------------ ------------
Net investment loss (6,971,374) (2,782,361)
------------ ------------
Contributions
Employer 5,598,339 2,712,870
Participants 10,634,447 6,981,240
------------ ------------
Total contributions 16,232,786 9,694,110
------------ ------------
Total additions 9,261,412 6,911,749
------------ ------------
Deductions from net assets attributed to
Benefits paid to participants 2,091,811 2,676,627
Administrative expenses 8,656 7,497
------------ ------------
Total deductions 2,100,467 2,684,124
------------ ------------
Net increase prior to transfer from other plan 7,160,945 4,227,625
------------ ------------
Transfer from other plan
Transfer from Magella Healthcare Inc. 401(k) Plan 9,185,348 --
------------ ------------
Net increase 16,346,293 4,227,625
Net assets available for benefits
Beginning of year 44,592,984 40,365,359
------------ ------------
End of year $ 60,939,277 $ 44,592,984
============ ============
The accompanying notes are an integral part of these financial statements.
3
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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1. DESCRIPTION OF PLAN
Pediatrix Medical Group, Inc. (the "Company") sponsors the Amended and
Restated Pediatrix Medical Group Thrift and Profit Sharing Plan (the
"Plan") which was adopted on January 1, 1991 and restated as amended in
November 2002.
Effective January 2, 2002, the Magella Healthcare Inc. 401(k) Plan (the
"Magella Plan") merged with the Plan. Accordingly, all of the assets of the
Magella Plan were transferred to the Plan on such date.
The following description of the Plan is provided for general information
purposes only. More complete information regarding items such as vesting,
benefit provisions and plan termination may be found in the Plan document
which is available to all participants upon request.
GENERAL
The Plan is a tax qualified defined contribution plan covering
substantially all of the Company's eligible employees and the employees of
the professional associations whose operations are consolidated with the
Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
ELIGIBILITY AND ENTRY DATA
An employee becomes eligible to participate in the Plan on the first day of
each calendar quarter after having attained age 21.
CONTRIBUTIONS
The Company may, at the discretion of its Board of Directors, contribute
for each participant a matching contribution determined annually based on a
percentage of the participant's pre-tax contributions. In addition, the
Company may also make discretionary profit sharing contributions to the
Plan at amounts determined at the end of the Plan year by the Board of
Directors.
Effective April 1, 2002, participants may elect to make voluntary pre-tax
contributions up to 60 percent of annual compensation including regular
salary and wages, overtime pay, bonuses and commissions through payroll
deductions. Previously, participants had the option to make voluntary
pre-tax contributions, not to exceed 20 percent of their eligible
compensation. Such contributions are excluded from the participant's
taxable income for federal income tax purposes until received as a
withdrawal or distribution from the Plan. Contributions are subject to
certain limitations. The maximum pre-tax contributions for the years ended
December 31, 2002 and 2001 were $11,000 and $10,500, respectively. In
addition to any pre-tax contributions, participants may make after tax
contributions, not to exceed 10 percent of the participant's compensation.
Beginning on January 1, 2002, the Plan provides that participants who are
projected to be age 50 or older by the end of the calendar year and who are
making deferral contributions to the Plan may also make a catch-up
contribution of up to $1,000 during the year ended December 31, 2002.
ROLLOVERS
The Plan accepts rollover contributions from other tax-qualified plans for
those participants who choose to invest in the Plan.
4
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
DECEMBER 31, 2002 AND 2001
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PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and an allocation of (a) the Company's discretionary contributions and (b)
the Plan's earnings and losses. Allocation of the Plan's earnings or losses
in each investment option are made to the individual participant's account
based on the ratio of each participant's current account balance in the
respective investment option to total Plan participants' account balances
in the respective investment option. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct contributions to the
Plan in any of the following investment options at December 31, 2002:
o Fidelity Fund - Fund seeks to provide long-term capital growth by
investing in common stock of large companies.
o Fidelity Puritan Fund - Fund seeks to provide income and capital
growth by investing in a diversified portfolio of domestic and foreign
common stocks, preferred stocks and bonds.
o Fidelity Contrafund - Fund seeks to provide capital appreciation by
investing in common stocks of undervalued companies.
o Fidelity Investment Grade Bond Fund - Fund seeks to provide a high
level of current income by investing in investment-grade, fixed-income
securities.
o Fidelity Growth and Income Portfolio - Fund seeks to provide a high
total return through a combination of current income and capital
appreciation by investing primarily in U.S. and foreign stocks.
o Fidelity Overseas Fund - Fund seeks to provide long-term growth of
capital by investing in foreign securities.
o Fidelity Blue Chip Growth Fund - Fund seeks to provide long-term
capital growth by investing in a diversified portfolio of common
stocks of established domestic and foreign companies considered
industry leaders.
o Fidelity Worldwide Fund - Fund seeks to provide capital growth by
investing in securities issued anywhere in the world.
o Fidelity Equity-Income II Fund - Fund seeks to provide reasonable
income by investing in income-producing domestic and foreign equity
securities.
o Fidelity Ginnie Mae Fund - Fund seeks to provide high current income
by investing in U.S. Government securities and instruments related to
U.S. Government securities.
o Fidelity Managed Income Portfolio - Fund seeks preservation of capital
while earning interest income by investing in investment contracts
offered by major insurance companies and other approved financial
institutions and in certain types of fixed income securities.
o Spartan U.S. Equity Index Fund - Fund seeks to provide capital
appreciation by investing mainly in common stocks included in the S&P
500 and lending securities.
o Fidelity Retirement Money Market Portfolio - Fund seeks to provide a
high level of current income by investing in high quality, short-term
money market securities.
o Pediatrix Stock Fund - Fund seeks to provide an increase in value of
this investment over the long term by investing in the common stock of
the Company purchased in the open market.
5
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------
INVESTMENT OPTIONS, CONTINUED
o Neuberger & Berman Genesis Fund - Trust Class - Fund seeks to provide
growth of capital by investing mainly in common stocks of small-cap
companies.
o Invesco Dynamics Fund - Investor Class - Fund seeks to provide an
increase in investment over the long-term through capital growth by
investing primarily in common stocks of U.S. companies traded on
national securities exchanges and the over-the counter market.
o Fidelity Freedom Income Fund - Fund seeks to provide high current
income and, as second objective, capital appreciation by investing in
Fidelity stock, bond, and money market mutual funds.
o Fidelity Freedom 2000 Fund - Fund seeks to provide high total return
by investing approximately 22%, 43% and 35% in Fidelity stock, bond,
and money market mutual funds, respectively.
o Fidelity Freedom 2010 Fund - Fund seeks to provide high total returns
by investing approximately 45%, 45% and 10% in Fidelity stock, bond,
and money market mutual funds, respectively.
o Fidelity Fidelity Freedom 2020 Fund - Fund seeks to provide high
total returns by investing approximately 70% and 30% in Fidelity stock
and bond mutual funds, respectively.
o Fidelity Freedom 2030 Fund - Fund seeks to provide high total returns
by investing approximately 82% and 18% in Fidelity stock and bond
mutual funds, respectively.
o Fidelity Freedom 2040 Fund - Fund seeks to provide high total returns
by investing approximately 90% and 10% in Fidelity stock mutual funds
and bond mutual funds, respectively.
PAYMENT OF BENEFITS
Upon normal retirement, death, disability or termination, participants may
elect to receive their vested account balance as a lump-sum distribution;
or have their account balance transferred to an individual retirement
account or other qualified plan.
VESTING
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the portion of their accounts related to the
Company's contribution plus related earnings is based on years of credited
service. A participant is fully vested after three years of credited
service as follows:
VESTED
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than 1 0%
1 30%
2 60%
3 100%
6
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------
PARTICIPANTS LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of 50 percent of their account balance or
$50,000 reduced by the highest outstanding loan balance in their account
during the prior twelve month period. The loans are collateralized by the
balance in the participant's account and bear interest at rates ranging
between 5.75% and 10.5%, which is commensurate with local prevailing rates
as determined by the Plan Administrator. Repayments of principal and
interest are credited back to the participant's account through payroll
deductions on a minimum of a quarterly basis. The term of the loan must not
exceed five years, except for qualified home loans, which must not exceed
ten years.
FORFEITURES
Forfeitures of the non-vested portion of participant's account balances
related to the Company's contributions are used to offset future Company
contributions. Forfeitures held in the Plan totaled $79,049 and $19,956 at
December 31, 2002 and 2001, respectively.
PLAN TERMINATION
While the Company has not expressed any intent to terminate the Plan, it
reserves the right at any time to amend, modify or terminate the Plan
without the consent of any participant or beneficiary. In the event of such
termination, the Plan provides that the participants shall become 100
percent vested in their accounts, including all employer contributions.
PLAN ADMINISTRATION
The Plan is administered by certain employees of the Company (the "Plan
Administrator"). The Plan's assets were maintained by Fidelity Management
Trust Company ("Fidelity"), the trustee of the Plan, for the years ended
December 31, 2002 and 2001.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting in conformity with accounting principles generally accepted
in the United States of America.
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 reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of additions and deductions to net assets available for benefits
during the reporting period. Actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options. Investment securities are
exposed to various risks, such as interest rate, market and credit risk.
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 statements of net assets available for benefits and
the statement of changes in net assets available for benefits.
7
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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INVESTMENT VALUATION AND INCOME RECOGNITION
The fair value of investments held by the Plan has been determined by the
trustee based on quoted market values of publicly traded investments.
The Plan presents in the statement of changes in net assets available for
benefits, the net appreciation (depreciation) in fair value of investments
which consists of realized gains or losses and the unrealized appreciation
(depreciation) on those investments. All investment transactions are
recorded by the Plan as of the trade date. Gains or losses on sale of
investments are determined by the specific identification method. Interest
income is recorded as earned on an accrual basis. Dividends are recorded
based on the ex-dividend date.
ADMINISTRATIVE EXPENSES
All costs incurred in administering the Plan are paid by the Company except
for certain broker fees that are paid out of the various investment
options.
RECLASSIFICATIONS
Certain reclassifications have been made to the 2001 financial statements
to conform to the 2002 presentation.
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets at December 31 as follows at fair value:
Description of Investment 2002 2001
------------------------------------------ ---------------- ----------------
Fidelity Fund $3,628,811 $2,768,955
Fidelity Puritan Fund 3,613,806 2,507,730
Fidelity Contrafund 5,609,683 5,008,107
Fidelity Growth and Income Fund 5,953,842 6,019,300
Fidelity Blue Chip Growth Fund 6,129,323 6,420,095
Fidelity Equity-Income II Fund 4,052,912 3,284,039
Fidelity Retirement Money Market Portfolio 3,851,163 2,595,797
Pediatrix Stock Fund 4,627,909 3,603,714
8
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------
4. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated April 16, 1997, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code ("IRC"). The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is designed
and currently being operated in compliance with the applicable provisions
of the IRC. Therefore, they believe that the Plan was qualified and the
related trust was tax exempt as of the financial statement date.
Accordingly, no provision for federal income taxes has been made.
5. DISTRIBUTION PAYABLE
Distribution payable pertains to participant pre-tax contributions which
exceed the maximum annual dollar limit as established by the IRC. During
the year ended December 31, 2001, the Plan failed one of the discrimination
tests and at December 31, 2001, the Plan had a liability for excess
contributions of $1,371. Such amount was refunded to the participants by
April 15, 2002 in order to bring the Plan into compliance with the IRC. The
Plan was in compliance with such discrimination tests for the year ended
December 31, 2002.
6. PARTY-IN-INTEREST TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds managed by
Fidelity. Fidelity is the trustee as defined in the Plan and, therefore,
these transactions qualify as party-in-interest. Participants' loans are
granted and administered by Fidelity and, therefore, these loan
transactions qualify as party-in-interest. The Pediatrix Stock Fund invests
in the Company's common stock and, therefore, these investment transactions
qualify as party-in-interest. All fees and expenses of the Plan for legal,
accounting, recordkeeping and other administrative services are paid by the
Company.
7. AMOUNTS WITHDRAWN FROM THE PLAN BUT NOT YET PAID
At December 31, 2001, $4,871 has been allocated to accounts of persons who
have elected to withdraw from the Plan, but have not yet been paid. In
accordance with accounting principles generally accepted in the United
States of America, these amounts should not be reported as liabilities on
the statement of net assets available for benefits. There were no such
amounts due at December 31, 2002.
9
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------
8. RECONCILIATIONS OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 for the years ended December 31:
2002 2001
------------ ------------
Net assets available for benefits per the
financial statements $ 60,939,277 $ 44,592,984
Less: Benefit claims payable -- (4,871)
------------ ------------
Net assets available for benefits per the Form 5500 $ 60,939,277 $ 44,588,113
------------ ------------
Benefit claims payable are recorded on the Form 5500 for distribution
requested by participants prior to year-end, but not yet returned as of
that date.
10
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
------------------------------------------------------------------------------
(c) DESCRIPTION OF INVESTMENT
(b) IDENTITY OF ISSUE, BORROWER, INCLUDING MATURITY DATE, RATE OF (e) FAIR
(a) LESSOR OR SIMILAR PARTY INTEREST, COLLATERAL, PAR OR MATURITY VALUE (d) COST ** VALUE
--- ---------------------------------- ----------------------------------------------------- ------------ -----------------
* Fidelity Management Trust Company Fidelity Fund $ 3,628,811
* Fidelity Management Trust Company Fidelity Puritan Fund 3,613,806
* Fidelity Management Trust Company Fidelity Contrafund 5,609,683
* Fidelity Management Trust Company Fidelity Investment Grade Bond Fund 2,992,014
* Fidelity Management Trust Company Fidelity Growth and Income Fund 5,953,842
* Fidelity Management Trust Company Fidelity Overseas Fund 1,943,438
* Fidelity Management Trust Company Fidelity Blue Chip Growth Fund 6,129,323
* Fidelity Management Trust Company Fidelity Worldwide Fund 1,606,551
* Fidelity Management Trust Company Fidelity Equity-Income II Fund 4,052,912
* Fidelity Management Trust Company Fidelity Retirement Money Market Portfolio 3,851,163
* Pediatrix Medical Group, Inc. Pediatrix Stock Fund 4,627,909
Invesco Funds Group, Inc. Invesco Dynamics Fund 2,268,707
Neuberger Berman Management, Inc. Neuberger & Berman Genesis Fund - Trust Class 2,409,081
* Fidelity Management Trust Company Fidelity Ginnie Mae Fund 931,459
* Fidelity Management Trust Company Fidelity Managed Income Portfolio 2,376,274
* Fidelity Management Trust Company Spartan U.S. Equity Index Fund 921,399
* Fidelity Management Trust Company Fidelity Freedom Income Fund 26,521
* Fidelity Management Trust Company Fidelity Freedom 2000 Fund 60,899
* Fidelity Management Trust Company Fidelity Freedom 2010 Fund 353,592
* Fidelity Management Trust Company Fidelity Freedom 2020 Fund 306,122
* Fidelity Management Trust Company Fidelity Freedom 2030 Fund 332,618
* Fidelity Management Trust Company Fidelity Freedom 2040 Fund 33,316
* Participants' Loans Loans to participants, 5.75%-10.5%, various maturities 964,224
-----------------
$ 54,993,664
-----------------
--------------
* Represents a party-in-interest.
** Cost omitted for participant directed investments.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
PEDIATRIX MEDICAL GROUP, INC.
AMENDED AND RESTATED THRIFT AND PROFIT SHARING PLAN
Date: June 30, 2003 By: /s/ Karl B. Wagner
------------------------------------------
Name: Karl B. Wagner
Title: Chief Financial Officer, Sponsor
12
EXHIBIT INDEX
Exhibit No. Document Description
----------- --------------------
23.1* Consent of PricewaterhouseCoopers LLP
99* Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
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* Filed herewith.