UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-1537
STERLING CAPITAL CORPORATION
(Exact name of registrant as specified in charter)
635 Madison Avenue New York, NY 10022
(Address of principal executive offices) (Zip code)
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 980-3360
Date of fiscal year end: 12/31
Date of reporting period: 6/30/2004
Item 1. Reports to Stockholders.
The Registrant's semi-annual report transmitted to shareholders pursuant
to Rule 30e-1 under the Investment Company Act of 1940 is as follows:
STERLING CAPITAL CORPORATION
Report for the Six Months Ended June 30, 2004
OFFICERS
Walter Scheuer .............. Chairman of the Board of Directors
Wayne S. Reisner ............ President
Michael Carey ............... Vice President, Secretary and Treasurer
DIRECTORS
Jay Eliasberg Nathan Kingsley
Arthur P. Floor Archer Scherl
Walter Scheuer
Transfer Agent and Registrar Custodian
Registrar and Transfer Company Citibank, N.A.
10 Commerce Drive 120 Broadway
Cranford, New Jersey 07016 New York, New York 10271
Auditors Counsel
Tardino Tocci & Goldstein LLP Skadden, Arps,
The Chanin Building Slate, Meagher & Flom LLP
122 East 42nd Street Suite 1518 Four Times Square
New York, New York 10168 New York, New York 10036
STERLING CAPITAL CORPORATION
635 Madison Avenue
New York, N.Y. 10022
August 23, 2004
To our Shareholders:
We enclose a report of our Corporation's operations for the six months
ended June 30, 2004. The unaudited net asset value per share of the
Corporation's Common Stock as at June 30, 2004 was $7.20, as compared with its
audited net asset value at December 31, 2003 of $7.20 per share. As at August
20, 2004 the unaudited net asset value per share was approximately $6.93. As at
June 30, 2004 and August 20, 2004 the closing sales price for shares of the
Corporation's Common Stock on the American Stock Exchange was $5.25 and $5.35,
respectively. Thus, as at June 30, 2004 and August 20, 2004 the market price for
the Corporation's shares represented discounts of approximately 27% and 23%,
respectively, from the Corporation's net asset values at such dates.
Certain of the Corporation's officers and directors and their associates
may from time to time add to their investments in the Corporation's Common Stock
by open market purchases or in private transactions. Officers and directors of
the Corporation currently own beneficially, directly or indirectly, an aggregate
of 1,977,396 shares (79.1% of the outstanding shares) of the Corporation's
capital stock, not including 101,000 shares (4.04% of the Corporation's
outstanding shares) owned by certain associates of such persons with respect to
which such officers and directors disclaim any beneficial interest.
Very truly yours,
Wayne S. Reisner
President
STERLING CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
June 30, 2004
(Unaudited)
Number of Market Value
Shares (Note A)
--------- ------------
Common & Preferred Stocks - 54.90% of net assets
Technology - 15.26%
Falconstor Software Inc. * ..................... 271,350 $2,094,822
Check Point Software Technologies * ............ 10,000 269,900
Advanced Micro Devices, Inc. * ................. 15,000 238,500
Cisco Systems Inc. * ........................... 6,000 142,200
----------
$2,745,422
----------
Financial Services - 11.17%
J.P. Morgan Chase & Co ......................... 10,000 $ 387,700
MetLife Inc. ................................... 10,000 358,500
The St Paul Travelers Cos. Inc. ................ 8,668 351,401
KeyCorp ........................................ 10,000 298,900
Allstate Corp. ................................. 6,000 279,300
Wilmington Trust Corp .......................... 5,000 186,100
Mellon Financial Corp. ......................... 5,000 146,650
----------
$2,008,551
----------
Real Estate and
Real Estate Investment Trusts - 7.42%
Camden Property Trust .......................... 10,000 $ 458,000
Equity Residential ............................. 11,950 355,273
St. Joe Co. .................................... 6,000 238,200
Amli Residential Properties Trust .............. 5,000 146,700
Equity Office Properties Trust ................. 5,000 136,000
----------
$1,334,173
----------
* Non-income producing security
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS - continued
June 30, 2004
(Unaudited)
Number of Market Value
Shares (Note A)
--------- ------------
Consumer Goods - 5.47%
Conagra Inc. .................................. 10,000 $270,800
Black & Decker Corp. .......................... 4,000 248,520
Newell Rubbermaid Inc. ........................ 10,000 235,000
Sara Lee Corp. ................................ 10,000 229,900
--------
$984,220
--------
Telecommunication and Media - 3.95%
Verizon Communications ........................ 8,560 $309,786
Viacom Inc Cl A ............................... 6,000 218,100
Nokia Corp ADR ................................ 12,500 181,750
--------
$709,636
--------
Energy - 3.57%
Marathon Oil Corp ............................. 10,000 $378,400
ConocoPhillips ................................ 2,000 152,580
Boots & Coots Int'l Well Control Inc * ........ 88,400 110,500
--------
$641,480
--------
Healthcare - 2.96%
Pfizer Inc. ................................... 10,000 $342,800
Merck & Co. ................................... 4,000 190,000
--------
$532,800
--------
Industrial and Business Services - 2.76%
Koninklijke Philips Electronics NV Holdings .... 10,838 $294,794
Honeywell International Inc. ................... 5,500 201,465
--------
$496,259
--------
* Non-income producing security
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS - continued
June 30, 2004
(Unaudited)
Number of Market Value
Shares (Note A)
--------- ------------
Materials - 1.23%
Du Pont E I De Nemours & Co. ...................... 5,000 $ 222,100
----------
Automotive & Transportation Services - 1.11%
Ryder System Inc. ................................ 5,000 $ 200,350
----------
Total common and preferred stocks (cost $7,324,310) $9,874,991
----------
Total Investments (cost $7,324,310) $9,874,991
==========
* Non-income producing security
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2004
(Unaudited)
ASSETS
Investment in securities, at value
(identified cost $7,324,310) (Note A) ................... $ 9,874,991
Cash ........................................................ 8,092,411
Investment in real estate (cost $100,000) (Note A) .......... 25,700
Receivables:
Dividends and interest .................................. 27,226
Other ................................................... 4,586
------------
Total assets ................................................ $ 18,024,914
------------
LIABILITIES
Payables:
Accrued expenses and other liabilities .................. $ 37,141
------------
Total liabilities ........................................... $ 37,141
------------
NET ASSETS
Common Stock, authorized 10,000,000 shares,
outstanding 2,500,000 shares, $1 par value each ......... $ 2,500,000
Paid in capital ............................................. 17,701,668
Excess of distributions over accumulated net investment loss (6,788,773)
Excess of net realized gain on investments over distributions 2,098,497
Net unrealized appreciation of investments .................. 2,476,381
------------
Net assets .................................................. $ 17,987,773
============
Net assets per outstanding share ............................ $ 7.20
============
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
STATEMENT OF OPERATIONS
For the Six Months ended June 30, 2004
(Unaudited)
Investment income:
Dividends .............................................. $ 120,064
Interest ............................................... 46,475
---------
Total investment income .................................. $ 166,539
---------
Expenses (Notes C and D):
Officers' salaries ..................................... $ 59,750
Legal, audit and professional fees ..................... 49,676
Directors' fees and expenses ........................... 31,165
American Stock Exchange listing fee .................... 15,000
Payroll taxes, fees and employee benefits .............. 14,959
Office salaries ........................................ 13,768
Equipment rentals ...................................... 12,370
Rent and Electric ...................................... 11,536
Transfer agent and registrar fees ...................... 10,191
Custodian fees and expenses ............................ 9,214
Federal, state and local taxes ......................... 5,645
Miscellaneous .......................................... 2,434
Insurance .............................................. 1,750
---------
Total expenses ....................................... $ 237,458
---------
Net investment loss ........................................ $ (70,919)
---------
(continued)
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
STATEMENT OF OPERATIONS-continued
For the Six Months ended June 30, 2004
(Unaudited)
Net investment loss (from previous page) ................... $ (70,919)
-----------
Net gain (loss) on investments (Notes A and B):
Realized gain from securities transactions:
Proceeds from sales .................................. 1,284,290
Cost of securities sold .............................. 1,006,460
-----------
Net realized gain .................................... 277,830
-----------
Unrealized appreciation of investments:
Beginning of period .................................... 2,702,773
End of period .......................................... 2,476,381
-----------
Net decrease in unrealized appreciation ................ (226,392)
-----------
Net realized gain and unrealized loss on investments ....... 51,438
-----------
Net decrease in net assets resulting from operations ....... $ (19,481)
===========
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
STATEMENT OF CHANGES IN NET ASSETS
For the six months ended June 30, 2004 (unaudited)
and December 31, 2003
Six Months
ended Year Ended
June 30, December 31,
2004 2003
------------ ------------
From investment activities:
Net investment income (loss) ........................ $ (70,919) $ (129,179)
Net realized gain (loss)from securities transactions 277,830 (1,400,684)
Net increase (decrease) in unrealized appreciation .. (226,392) 3,609,059
------------ ------------
Increase (Decrease) in net assets derived from
investment activities ............................... (19,481) 2,079,196
Distributions to shareholders ......................... -- --
Net Assets:
Beginning of year ................................... 18,007,254 15,928,058
------------ ------------
End of period ...................................... $ 17,987,773 $ 18,007,254
============ ============
The accompanying notes are an integral part of these statements
STERLING CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Note A - Significant Accounting Policies
Sterling Capital Corporation (the "Corporation") (formerly known as The
Value Line Development Capital Corporation) is registered under the Investment
Company Act of 1940, as amended (the "Act"), and is a diversified, closed-end
investment company. The Corporation operates exclusively as an internally
managed investment company whereby its own officers and employees, under the
general supervision of its Board of Directors, conduct its operations. The
following is a summary of significant accounting policies consistently followed,
in all material respects, by the Corporation in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.
(1) Security Valuation
Investments in securities traded on a national securities exchange (or
reported on the NASDAQ national market) are valued at the last reported sales
price on the day of valuation; other securities traded in the over-the-counter
market and listed securities for which no sale was reported on that date are
valued at the last quoted bid price, except for short positions and call options
written, for which the last quoted asked price is used. Investments in real
estate are valued at fair value as determined by the Board of Directors.
(2) Federal Income Taxes
The Corporation's policy is to comply with the requirements of the
Internal Revenue Code of 1986, as amended (the "Code") that are applicable to
regulated investment companies and to distribute substantially all its taxable
income to its shareholders.
The Corporation for the fiscal year ending December 31, 2004 will probably
be a "personal holding company" under the Code, since five or fewer shareholders
own directly or indirectly more than 50% in value of the Corporation's
outstanding stock, and more than 60% of the Corporation's adjusted ordinary
income will probably be "personal holding company income". As a personal holding
company, the Corporation will be subject to penalty taxes unless it distributes
to its shareholders an amount at least equal to its otherwise undistributed
personal holding company income, net of appropriate deductions applicable
thereto. It is anticipated that the Corporation will not have any undistributed
personal holding company income for the year ended December 31, 2004. Personal
holding company income does not include the excess, if any, of net realized
long-term capital gains over net realized short-term capital losses, less any
Federal income tax attributable to such excess. The Corporation has considered
methods of minimizing the possible tax impact of being a personal holding
company, and if appropriate, will make sufficient distributions to shareholders
so that the Corporation will not be subject to such penalty tax.
At December 31, 2003, the Corporation had a net capital loss carryforward,
which may be used to offset future capital gains, of $1,400,684.
STERLING CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
(3) Securities Transactions Valuation
Securities transactions are accounted for on the date the securities are
purchased or sold (trade date), dividend income is recorded on the ex-dividend
date and interest income is accrued as earned. Gains and losses from securities
transactions were computed on the identified cost basis.
(4) Distributions to Shareholders
Dividends to shareholders are recorded on the dividend declaration date.
(5) Use of Estimates
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
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
Note B - Securities Transactions
The following summarizes all securities transactions by the Corporation
for the six months ended June 30, 2004:
Purchases ........................................... $ 665,588
Sales ............................................... $ 1,006,460
Net realized gain and unrealized loss on investments for the six months
ended June 30, 2004 was $51,438. This amount represents the net increase in
value of investments held during the period. The components are as follows:
Long transactions ................................... $ 51,438
-----------
Net realized gain and unrealized loss on investments $ 51,438
===========
As of June 30, 2004 gross unrealized appreciation and (depreciation) of
the corporation's securities portfolio were as follows:
Unrealized appreciation ............................. $ 2,688,769
Unrealized depreciation ............................. (212,388)
-----------
Net unrealized appreciation ......................... $ 2,476,381
===========
STERLING CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Note C - Rent
The Corporation sublets a portion of office space at 635 Madison Avenue,
New York, NY, from Windy Gates Corporation ("Windy Gates"), a corporation
controlled by members of the family of Walter Scheuer, the Chairman of the Board
of Directors of the Corporation. The term of the Windy Gates lease expires on
June 30, 2005. The term of the sublease to the Corporation expires on June 30,
2005. The annual rental obligation of these premises is being allocated between
the Corporation and Windy Gates on the basis of each such party's use of this
space. The Corporation's current net annual expense for this space is
approximately $23,000.
Note D - Other Transactions with Affiliates
Aggregate remuneration paid or accrued by the Corporation for the six
months ended June 30, 2004 to certain persons who were "affiliated persons"
within the meaning of the Act, was as follows:
Officers' salaries ....................... $59,750
Directors' fees .......................... 30,000
Incident to the sublease arrangements for office space at 635 Madison
Avenue referred to in Note C above, Mr. Scheuer and the Corporation, have
allocated certain of the expenses incurred in connection with each of such
party's use of various services located thereat, including office equipment and
secretarial, administrative and internal accounting personnel. For the six
months ended June 30, 2004, Mr. Scheuer and the Corporation paid or accrued
approximately $176,600 and $21,600, respectively, in connection with the
allocation of expenses incurred with respect to the use of such services. In
addition, during the period certain persons who are also officers of the
Corporation rendered services to Mr. Scheuer personally for which they received
compensation from Mr. Scheuer.
STERLING CAPITAL CORPORATION
FINANCIAL HIGHLIGHTS
Selected data for each share of capital stock outstanding throughout each
period:
Year Ended December 31
Six Months ----------------------
ended 2003 2002 2001 2000 1999
June 30, 2004 ---- ---- ---- ---- ----
(Unaudited)(1) (Audited)
-------------- ---------
Investment income ........................ $ .07 $ .12 $ .20 $ .29 $ .30 $ .25
Expenses ................................. .09 .17 .20 .19 .21 .21
------- ------- ------- ------- ------- -------
Net investment income (loss) ............. (.02) (.05) -- .10 .09 .04
Distributions of net realized
capital gains ............................ -- -- (.03) (.43) (.51) (.51)
Distributions of net investment income ... -- -- (.01) (.13) (.08) (.04)
Net realized gain (loss) and increase
(decrease) in unrealized appreciation .... .02 .88 (1.69) .14 (.05) 1.00
------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value -- .83 (1.73) (.32) (.55) .49
Net asset value:
Beginning of period ................... 7.20 6.37 8.10 8.42 8.97 8.48
------- ------- ------- ------- ------- -------
End of period ......................... $ 7.20 $ 7.20 $ 6.37 $ 8.10 $ 8.42 $ 8.97
======= ======= ======= ======= ======= =======
Ratio of expenses to average net assets .. 1.3% 2.7% 2.7% 2.2% 2.4% 2.4%
Ratio of net investment income to
average net assets ....................... (.4%) (.8%) .1% 1.2% 1.0% .4%
Portfolio turnover ....................... 7% 47% 30% 38% 49% 37%
Number of shares outstanding at end
of each period (in 000's) ................ 2,500 2,500 2,500 2,500 2,500 2,500
(1) Not annualized
Supplemental Information (Unaudited)
The Directors and Officers of the Corporation, their ages and positions
with the Corporation, and their principal occupations during the past five years
are as follows:
Independent Directors
-----------------------------------------------------------------------------------------------------------------------------------
Number of
Positions Held Term of Principal Portfolios in Fund Other
Name, with the Office** and Length Occupation(s) Complex Overseen Directorships held by
Address* and Age Corporation of Time Served During Past 5 Years by Director*** Director
-----------------------------------------------------------------------------------------------------------------------------------
Jay Eliasberg Director Director since 1980 Private 1 None
84 Investor (1)
-----------------------------------------------------------------------------------------------------------------------------------
Arthur P. Floor Director Director since 1980 Energy 1 None
80 Consultant (2)
-----------------------------------------------------------------------------------------------------------------------------------
Nathan Kingsley Director Director since 1984 President, Total 1 None
77 Communications
International, a
media consulting
firm (3)
-----------------------------------------------------------------------------------------------------------------------------------
Archer Scherl Director Director since 1994 Private 1 None
72 Investor (4)
-----------------------------------------------------------------------------------------------------------------------------------
* The address of each of the directors is c/o Sterling Capital
Corporation, 635 Madison Avenue, New York, New York 10022.
** Each director serves for a term of one year and until his successor
is duly elected and qualified.
*** The Corporation is the only investment company overseen by the
directors.
(1) Mr. Eliasberg has been a private investor for more than the past five
years.
(2) Mr. Floor has held his present position for more than the past five years.
(3) Mr. Kingsley has held his present position for more than the past five
years.
(4) Mr. Scherl has been a private investor for more than the past five years.
Interested Director and Officers
----------------------------------------------------------------------------------------------------------------------------------
Term of Number of
Positions Held Office** and Principal Portfolios in Fund Other
Name, with the Length of Time Occupation(s) Complex Overseen Directorships held by
Address* and Age Corporation Served During Past 5 Years by Director*** Director
----------------------------------------------------------------------------------------------------------------------------------
Walter Scheuer**** Chairman of the Director since Private Investor and 1 None
82 Board 1980 Chairman of the Board
of the Corporation (1)
----------------------------------------------------------------------------------------------------------------------------------
Wayne S. Reisner President (2) (2) N/A (2)
54
----------------------------------------------------------------------------------------------------------------------------------
Michael Carey Vice President, (3) (3) N/A None
37 Secretary and
Treasurer
----------------------------------------------------------------------------------------------------------------------------------
* The address of each of the directors and officers is c/o Sterling Capital
Corporation, 635 Madison Avenue, New York, New York 10022.
** Each director serves for a term of one year and until his successor is
duly elected and qualified.
*** The Corporation is the only investment company overseen by the director.
**** Mr. Scheuer, whose family members are the controlling shareholder of the
Corporation, may be deemed an "interested person" of the Corporation as
that term is defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended (the "1940 Act").
(1) Mr. Scheuer has held his present position with the Corporation since
October 28, 1980. From March 1989 until June 2002, Mr. Scheuer was the
controlling shareholder of Manchester Capital Corporation ("Manchester"),
an investment adviser registered under the Investment Advisers Act of
1940, as amended. In June 2002 Manchester sold substantially all of its
assets and changed its name to Winterset Management Corp. ("Winterset").
(2) Mr. Reisner has been President since March 15, 1993. Mr. Reisner was
Executive Vice President of the Corporation from July 1988 to March 1993
and was Vice President from November 1985 to July 1988. Mr. Reisner has
been employed by the Corporation since August 1985. Mr. Reisner has been a
Director and President of Winterset since December 9, 1988 and March 1,
1989, respectively. Mr. Reisner has been a director of Carret and Company
LLC since June 2002.
(3) Mr. Carey has been Vice President since July 27, 1999. Mr. Carey has been
Secretary and Treasurer of the Corporation since September 30, 2002 and
October 29, 1997, respectively. Mr. Carey has been employed by the
Corporation since February 1995.
Proxy Voting Policies and Procedures
The policies and procedures used by the Corporation to determine how to
vote proxies relating to portfolio securities are available without charge, upon
request, by calling toll free 1-800-949-3456.
--------------------------------------------------------------------------------
PRIVACY POLICY
The Sterling Capital Corporation (the "Corporation") respects the rights
of its shareholders to privacy. However, to conduct and process its
shareholder's business in an accurate and efficient manner, the Corporation may
collect certain information about its shareholders. Generally, the Corporation
does not receive any non-public personal information relating to its
shareholders, although certain non-public personal information may become
available to the Corporation. The Corporation does not disclose any information
about its shareholders except to its affiliates, service providers (like the
Corporation's transfer agent) and as otherwise permitted by law. To protect
shareholders' personal information, the Corporation only permits access to
personal information by its authorized representatives. The Corporation also
maintains procedural safeguards to guard the personal information of
shareholders.
--------------------------------------------------------------------------------
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Schedule of Investments.
The schedule of investments in securities of unaffiliated issuers is
included in the Registrant's report to stockholders filed under Item 1 of this
form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable for semi-annual reports.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
The Registrant or any "affiliated purchaser" had no reportable purchases
of the Registrant's equity securities.
Item 9. Submission of Matters to a Vote of Security Holders.
The Registrant has made no material changes to procedures by which
shareholders may recommend nominees to the registrant's board of directors.
Item 10. Controls and Procedures.
The Registrant's principal executive officer and principal financial
officer have concluded that the Registrant's disclosure controls and procedures
are sufficient to ensure that information required to be disclosed by the
Registrant in this Form N-CSR was recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms, based upon such officers' evaluation of these controls and
procedures as of a date within 90 days of the filing date of the report.
There were no significant changes or corrective actions with regard
to significant deficiencies or material weaknesses in the Registrant's internal
controls or in other factors that could significantly affect the Registrant's
internal controls subsequent to the date of their evaluation.
Item 11. Exhibits.
(a)(1) Code of Ethics - Not applicable for semi-annual reports.
(a)(2) Certifications of Chief Executive Officer and Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) STERLING CAPITAL CORPORATION
By: /s/ Wayne S. Reisner
----------------------------
Name: Wayne S. Reisner
Title: President
Date: August 27, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
By: /s/ Wayne S. Reisner
----------------------------
Name: Wayne S. Reisner
Title: Chief Executive Officer
Date: August 27, 2004
By: /s/ Michael J. Carey
----------------------------
Name: Michael J. Carey
Title: Chief Financial Officer
Date: August 27, 2004