SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 22, 2002
CEDAR INCOME FUND, LTD.
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(Exact name of registrant as specified in charter)
Maryland 0-14510 42-1241468
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(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
44 South Bayles Avenue, Port Washington, New York 11050
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 767-6492
________________________________________________________________________________
(Former name or former address, if changed since last report)
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant hereby amends the following items, financial statements, exhibits or
other portions of its current Report on Form 8-K dated November 22, 2002, as
filed with the Securities and Exchange Commission on December 9, 2002, as set
forth in the pages attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------ ------------------------------------------------------------------
Acquisition Property
Report of Independent Auditors
Statement of Revenues and Expenses
Notes to Statements of Revenues and Certain Expenses
Unaudited Pro Forma Consolidated Financial Statements
Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2002
Pro Forma Condensed Consolidating Statement of Operations
for the nine months ended September 30, 2002
Pro Forma Condensed Consolidating Statement of Operations
for the year ended December 31, 2001
Notes to the Pro Forma Financial Statements
Exhibits.
None.
STATEMENT OF REVENUE AND CERTAIN EXPENSES WITH
INDEPENDENT AUDITOR'S REPORT
CAMP HILL MALL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
Independent Auditor's Report
----------------------------
To the Board of Directors and Stockholders
Cedar Income Fund, Ltd.
We have audited the accompanying statement of revenue and certain expenses of
Camp Hill Mall for the nine months ended September 30, 2002. This financial
statement is the responsibility of the Camp Hill Mall's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd. and is
not intended to be a complete presentation of the Camp Hill Mall's revenue and
expenses.
In our opinion, the financial statement referred to above, presents fairly, in
all material respects, the revenue and certain expenses of Camp Hill Mall, as
described in Note 2, for the nine months ended September 30, 2002, in conformity
with accounting principles generally accepted in the United States of America.
/s/ Joseph L. Gil
----------------------
Joseph L. Gil, CPA, PC
Port Washington, NY
January 23, 2003
CAMP HILL MALL
STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
REVENUE:
Base rents $ 1,996,589
Tenant reimbursements 1,067,790
Percentage rents 178,032
Other income 155,804
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TOTAL REVENUE 3,398,215
-----------
CERTAIN EXPENSES:
Real estate taxes 348,854
General, administrative
and overhead 973,865
Utilities 625,151
Management fees/
Leasing commission 231,231
Insurance 65,179
TOTAL CERTAIN EXPENSES 2,244,288
-----------
REVENUE IN EXCESS OF CERTAIN EXPENSES $ 1,153,927
===========
CAMP HILL MALL
NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
1. Background
Presented herein is the statement of revenues and certain expenses related to
the operation of a multi-tenant shopping mall ("Mall"), owned and operated by
Camp Hill Mall. The Mall is located in Camp Hill, Pennsylvania and has
approximately 69 tenants. The Mall has an aggregate net rentable area of
approximately 520,000 square feet, of which approximately 470,000 was leased as
of September 30, 2002.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statement has been prepared in accordance with the
applicable rules and regulations of the Securities and Exchange Commission for
the acquisition of real estate properties. Accordingly, the financial statement
excludes certain expenses that may not be comparable to those expected to be
incurred in the proposed future operations of the aforementioned property. Items
excluded consist of interest, depreciation, amortization, and general and
administrative expenses not directly related to the future operations. The
accompanying statement was prepared on the accrual basis of accounting.
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 amounts reported in the financial
statement and accompanying notes. Actual results could differ from those
estimates.
Revenue Recognition
The Mall is being leased to tenants under operating leases. Rental revenue is
recognized on a straight-line basis over the terms of other leases. The excess
of amounts recognized over amounts due pursuant to the underlying leases
amounted to approximately $142,827 for the year ended December 31, 2001.
CAMP HILL MALL
NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
3. Future Minimum Lease Payments
The Mall leases retail space under various non-cancelable operating leases that
expire on the various dates through February 2022. The lease agreements
typically provide for specific monthly payments plus reimbursements for certain
operating costs, including percentage rents based on tenants' sales volume, when
applicable.
A summary of minimum future lease rentals due to the Partnership on
non-cancelable operating leases in place as of December 31, 2001, is as follows:
For the year ended December 31,
-------------------------------
2003 $2,735,786
2004 2,288,813
2005 2,114,418
2006 2,032,328
2007 2,015,097
2008 and thereafter $8,894,060
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The preceding future minimum rentals do not include charges for reimbursement of
operating costs and percentage rents. Percentage rents aggregated $178,032 and
operating cost reimbursements aggregated $1,067,790.
4. Significant Tenants
Approximately 40% of the current period's rental income was derived from three
(3) tenants whose leases expire between October 2002 and December 2010.
5. Management Agreement
The Partnership has a management agreement with Jones Lang LaSalle, Bryant
Development America, Inc., to manage the Mall. Fees charged represent 3.5% of
gross collections, which includes base rent, common area maintenance expenses
and reimbursements from tenants for operating costs. Management fees to Jones
Lang LaSalle were $150,000.
STATEMENT OF REVENUE AND CERTAIN EXPENSES WITH
INDEPENDENT AUDITOR'S REPORT
CAMP HILL MALL
FOR THE YEAR ENDED DECEMBER 31, 2001
Independent Auditor's Report
----------------------------
To the Board of Directors and Stockholders
Cedar Income Fund, Ltd.
We have audited the accompanying statement of revenue and certain expenses of
Camp Hill Mall for the year ended December 31, 2001. This financial statement is
the responsibility of the Camp Hill Mall's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission for inclusion in Form 8-K of Cedar Income Fund, Ltd. and is
not intended to be a complete presentation of the Camp Hill Mall's revenue and
expenses.
In our opinion, the financial statement referred to above, presents fairly, in
all material respects, the revenue and certain expenses of Camp Hill Mall, as
described in Note 2, for the year ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Joseph L. Gil
-----------------------
Joseph L. Gil, CPA, PC
Port Washington, NY
January 5, 2003
CAMP HILL MALL
STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2001
REVENUE:
Base rents $ 3,107,935
Tenant reimbursements 1,317,472
Percentage rents 275,738
Other income 254,550
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TOTAL REVENUE 4,955,695
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CERTAIN EXPENSES:
Real estate taxes 342,339
General, administrative
and overhead 1,507,867
Utilities 594,542
Management fees/
Leasing commission 406,497
Insurance 77,458
TOTAL CERTAIN EXPENSES 2,928,703
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REVENUE IN EXCESS OF CERTAIN EXPENSES $ 2,026,992
===========
CAMP HILL MALL
NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2001
1. Background
Presented herein is the statement of revenues and certain expenses related to
the operation of a multi-tenant shopping mall ("Mall"), owned and operated by
Camp Hill Mall. The Mall is located in Camp Hill, Pennsylvania and has
approximately 69 tenants. The shopping center has an aggregate net rentable area
of approximately 520,000 square feet, of which approximately 477,000 was leased
as of December 31, 2001.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statement has been prepared in accordance with the
applicable rules and regulations of the Securities and Exchange Commission for
the acquisition of real estate properties. Accordingly, the financial statement
excludes certain expenses that may not be comparable to those expected to be
incurred in the proposed future operations of the aforementioned property. Items
excluded consist of interest, depreciation, amortization, and general and
administrative expenses not directly related to the future operations. The
accompanying statement was prepared on the accrual basis of accounting.
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 amounts reported in the financial
statement and accompanying notes. Actual results could differ from those
estimates.
Revenue Recognition
The Mall is being leased to tenants under operating leases. Rental revenue is
recognized on a straight-line basis over the terms of other leases. The excess
of amounts recognized over amounts due pursuant to the underlying leases
amounted to approximately $177,080 for the year ended December 31, 2001.
CAMP HILL MALL
NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2001
3. Future Minimum Lease Payments
The Mall leases retail space under various non-cancelable operating leases that
expire on the various dates through February 2022. The lease agreements
typically provide for specific monthly payments plus reimbursements for certain
operating costs, including percentage rents based on tenants' sales volume, when
applicable.
A summary of minimum future lease rentals due to the Partnership on
non-cancelable operating leases in place as of December 31, 2001, is as follows:
For the year ended December 31,
-------------------------------
2003 $ 3,013,099
2004 2,882,862
2005 2,551,579
2006 2,414,500
2007 2,291,587
2008 & thereafter $12,756,785
-----------
The preceding future minimum rentals do not include charges for reimbursement of
operating costs and percentage rents. Percentage rents aggregated $275,738 and
operating cost reimbursements aggregated $1,317,472.
4. Significant Tenants
Approximately 40% of the current period's rental income was derived from three
(3) tenants whose leases expire between October 2002 and December 2010.
5. Management Agreement
The Partnership has a management agreement with Jones Lang LaSalle, Bryant
Development America, Inc., to manage the Mall. Fees charged represent
3.5% of gross collections, which includes base rent, common area maintenance
expenses and reimbursements from tenants for operating costs. Management fees to
Jones Lang LaSalle were $246,417.
Cedar Income Fund, Ltd.
Pro Forma Condensed Combined Balance Sheet
As of September 30, 2002
The following unaudited Pro Forma Condensed Combined Balance Sheet is presented
as if the Company had acquired the Camp Hill Mall ("Camp Hill") on September 30,
2002. This Pro Forma Condensed Combined Balance Sheet should be read in
conjunction with the Pro Forma Condensed Combined Statement of Operations of the
Company and the historical financial statements and notes thereto of the Company
as filed on Form 10-Q for the nine months ended September 30, 2002. The Pro
Forma Condensed Combined Balance Sheet is unaudited and is not necessarily
indicative of what the actual financial results would have been had the Company
acquired Camp Hill on September 30, 2002, nor does it purport to represent the
future financial position of the Company.
Cedar Income
Fund Camp Hill SWH Pro Forma
Historical (1) Acquisition (2) Financing (3) September 30, 2002
--------------- --------------- ------------- ------------------
Assets
Real estate, net $96,509,091 $17,902,847 - $114,411,938
Property deposits 684,000 (400,000) - 284,000
Cash and cash equivalents 1,633,915 (3,429,160) 3,274,548 1,479,303
Restricted cash 1,305,081 - - 1,305,081
Rents and other receivables 561,241 - - 561,241
Deferred financing costs, net 1,452,963 179,950 232,912 1,865,825
Deferred legal & accounting, net 38,087 - - 38,087
Prepaid expenses, net 865,024 88,585 - 953,609
Deferred leasing commissions, net 684,909 - - 684,909
Deferred rental income 296,177 - - 296,177
Taxes held in escrow 581,822 - - 581,822
-------------- -------------- ------------ -----------------
Total Assets $104,612,310 $14,342,222 $3,507,460 $122,461,992
============== ============== ============ =================
Liabilities and Shareholders' Equity
Mortgage loans payable $79,459,112 $14,000,000 $5,050,233 $98,509,345
Loans payable 1,387,142 - - 1,387,142
Accounts payable and accrued expenses 2,419,433 342,222 (1,262,877) 1,498,778
-------------- -------------- ------------ -----------------
Total Liabilities 83,265,687 14,342,222 3,787,356 101,395,265
-------------- -------------- ------------ -----------------
Minority interests 9,550,201 - - 9,550,201
Limited partner's interest in consolidated Operating
Partnership 8,359,311 - (199,034) 8,160,277
Shareholders' Equity
Common stock 6,944 - - 6,944
Additional paid in capital 3,430,167 - (80,862) 3,349,305
-------------- -------------- ------------ -----------------
Total Shareholders' Equity 3,437,111 - (80,862) 3,356,249
-------------- -------------- ------------ -----------------
Total Liabilities and Shareholders' Equity $104,612,310 $14,342,222 $3,507,460 $122,461,992
============== ============== ============ =================
Total Shareholders' Equity in the Company and limited
partner's (equity) interest in Operating Partnership and
minority interests $21,346,623 - ($279,896) $21,066,727
============== ============== ============ =================
See Accompanying Notes to Pro Forma Financial Statements
Cedar Income Fund, Ltd.
Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2002
The following unaudited Pro Forma Condensed Combined Statement of Operations is
presented as if the Company had acquired the Camp Hill Mall ("Camp Hill") as of
January 1, 2002, and the Company qualified as a REIT, distributed 90% of its
taxable income and, therefore, incurred no income tax expense during the period.
This Pro Forma Condensed Combined Statement of Operations should be read in
conjunction with the Pro Forma Condensed Combined Balance Sheet of the Company
and the historical financial statements and notes thereto of the Company as
filed on Form 10-Q for the nine months ended September 30, 2002. The Pro Forma
Condensed Combined Statement of Operations is unaudited and is not necessarily
indicative of what the actual financial results would have been had the Company
acquired Camp Hill as of January 1, 2002, nor does it purport to represent the
future financial position of the Company.
Pro Forma
Cedar Income Nine Months
Fund, Ltd. Completed Camp Hill Pro Forma Ended September
Historical Transactions (5) Acquisition (6) Adjustments (7) 30, 2002
--------------- ---------------- --------------- --------------- ---------------
Revenues
Base rent $6,674,517 $1,550,709 $1,853,762 - $10,078,988
Tenant escalations 2,086,685 391,238 1,067,790 - 3,545,713
Other 7,673 2,063 333,836 - 343,572
Interest 11,507 - - - 11,507
-------------- --------------- -------------- -------------- --------------
Total Revenues 8,780,382 1,944,010 3,255,388 - 13,979,780
-------------- --------------- -------------- -------------- --------------
Expenses
Operating expenses
Real estate taxes 1,038,909 135,949 348,854 - 1,523,712
Property expense 2,022,168 73,909 1,895,426 - 3,991,503
Administrative 988,782 174,914 - 15,000 1,178,696
-------------- --------------- -------------- -------------- --------------
Total operating expenses 4,049,859 384,772 2,244,280 15,000 6,693,911
-------------- --------------- -------------- -------------- --------------
Interest 3,561,580 1,041,010 - 878,951 5,481,541
Depreciation and amortization 1,719,787 125,138 - 463,950 2,308,875
-------------- --------------- -------------- -------------- --------------
Total Expenses 9,331,226 1,550,920 2,244,280 1,357,901 14,484,327
-------------- --------------- -------------- -------------- --------------
Net (loss) before minority interests and limited
partner's interest in Operating Partnership (550,844) 393,090 1,011,108 (1,357,901) (504,547)
Minority interests (21,397) (43,846) - - (65,243)
Limited partner's interest in loss and (gain)
loss on sale 441,417 148,199 - 245,111 834,727
Loss on sale (48,511) - - - (48,511)
-------------- --------------- -------------- -------------- --------------
Net (loss) gain before extraordinary item (179,335) 497,443 1,011,108 (1,112,790) 216,426
--------------- --------------
Early extinguishment of debt (net of limited
partner's share of $346,110) (140,616) - - - (140,616)
-------------- --------------- -------------- -------------- --------------
Net (loss) income ($319,951) $497,443 $1,011,108 ($1,112,790) $75,810
============== =============== ============== =============== ==============
Basic and diluted net (loss) earnings per share ($0.26) $0.31
Extraordinary (loss) per share (0.20) (0.20)
-------------- --------------
Net (loss) earnings per share ($0.46) $0.11
============== ==============
Average number of shares outstanding 693,175 693,175
============== ==============
See Accompanying Notes to Pro Forma Financial Statement
Cedar Income Fund, Ltd.
Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2001
The following unaudited Pro Forma Condensed Combined Statement of Operations is
presented as if the Company had acquired the Camp Hill Mall ("Camp Hill") as of
January 1, 2001, and the Company qualified as a REIT, distributed 90% of its
taxable income and, therefore, incurred no income tax expense during the period.
This Pro Forma Condensed Combined Statement of Operations should be read in
conjunction with the Pro Forma Condensed Combined Balance Sheet of the Company
and the historical financial statements and notes thereto of the Company as
filed on Form 10-K for the twelve months ended December 31, 2001. The Pro Forma
Condensed Combined Statement of Operations is unaudited and is not necessarily
indicative of what the actual financial results would have been had the Company
acquired Camp Hill as of January 1, 2001, nor does it purport to represent the
future financial position of the Company.
Cedar Income Pro Forma
Fund, Ltd. Camp Hill Pro Forma Twelve Months Ended
prev. filed (8) Acquisition (9) Adjustments (10) December 31, 2001
--------------- --------------- ---------------- -------------------
Revenues
Base rent $7,498,297 $3,107,935 - $10,606,232
Tenant escalations 1,622,564 1,317,472 - 2,940,036
Other - 530,288 - 530,288
Interest 298,056 - - 298,056
-------------- --------------- --------------- ----------------
Total Revenues 9,418,917 4,955,695 - 14,374,612
-------------- --------------- --------------- ----------------
Expenses
Operating expenses
Real estate taxes 780,265 342,339 - 1,122,604
Property expense 1,339,708 2,586,364 - 3,926,072
Administrative 1,227,001 - 15,000 1,242,001
-------------- --------------- --------------- ----------------
Total operating expenses 3,346,974 2,928,703 15,000 6,290,677
-------------- --------------- --------------- ----------------
Interest 4,920,526 - 1,097,371 6,017,897
Depreciation and amortization 1,588,962 - 619,050 2,013,678
-------------- --------------- --------------- ----------------
Total Expenses 9,856,462 2,928,703 1,731,421 14,516,586
-------------- --------------- --------------- ----------------
Net (loss) income before minority interests and limited
partner's interest in Operating Partnership (437,545) 2,026,992 (1,731,421) (141,974)
Minority interests (170,864) - - (170,864)
Limited partner's interest (547,231) - (210,181) (757,412)
Gain on sale 1,638,416 - - 1,638,416
Loss on sale (295,610) - - (295,610)
-------------- --------------- --------------- ----------------
Net income (loss) before cumulative effect adjustment
and extraordinary item 187,166 2,026,992 (1,941,602) 275,556
Cumulative effect of change in accounting principles
(net of limited partners' share of ($14,723)) (6,014) - - (6,014)
Early extinguishment of debt (net of limited partner's
share of $187,834) (76,312) - - (76,312)
-------------- --------------- --------------- ----------------
Net income (loss) $104,840 $2,026,992 ($1,941,602) $190,230
============== =============== =============== ================
Basic and diluted net earnings per share $0.15 $0.27
-------------- ----------------
Average number of shares outstanding 692,111 692,111
============== ================
See Accompanying Notes to Pro Forma Financial Statement
Cedar Income Fund, Ltd.
Notes to Pro Forma Financial Statements
Pro Forma Condensed Combined Balance Sheet
------------------------------------------
1. Reflects the Company's historical balance sheet as of September 30, 2002, as
previously filed in Form 10-Q dated November 14, 2002.
2. Reflects the acquisition of Camp Hill for approximately $18.1 million. Cedar
intends to account for the acquisition in accordance with SFAS 141 and 142. We
are currently in the process of analyzing the fair value of our in-place leases;
and, consequently, no value has yet been assigned to the leases. Therefore, the
purchase price allocation is preliminary and subject to change.
3. Reflects the financing arrangements with SWH Funding Corp.
Pro Forma Condensed Combined Statement of Operations for the nine months ended
September 30, 2002
------------------------------------------------------------------------------
4. Reflects the historical operations of the Company for the nine months ended
September 30, 2002.
5. Reflects the income statement effect for the nine months ended September 30,
2002 of the sale of Southpoint, the acquisition of Loyal Plaza and Red Lion, and
the refinancing of The Point Shopping Center, for that part of the period ending
September 30, 2002, before the related acquisition, disposition or refinancing
by the Company.
6. Reflects the operations of Camp Hill for the nine months ended September 30,
2002.
7. Reflects the interest expense, depreciation and amortization and
administrative expenses associated with Camp Hill, and the financing
arrangements with SWH Funding Corp., for the nine months ended September 30,
2002.
Pro Forma Condensed Combined Statement of Operations for the year ended
December 31, 2001
--------------------------------------------------------------------------------
8. Reflects the operations of the Company for the year ended December 31, 2001,
as previously filed as part of the 8-K/A dated September 16, 2002.
9. Reflects the operations of Camp Hill for the year ended December 31, 2001.
10. Reflects the interest expense, depreciation, amortization and administrative
expenses associated with the acquisition of Camp Hill, for the year ended
December 31, 2001.
Cedar Income Fund Ltd.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cedar Income Fund, LTD.
By: /s/ Leo S. Ullman
-----------------
Leo S. Ullman
Chairman
Dated: February 5, 2003
CERTIFICATION
-------------
I, Leo S. Ullman, Chief Executive Officer of the Cedar Income Fund, Ltd. (the
"Company"), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do hereby
certify as follows:
1. The interim Pro Forma report on Form 8-K/A of the Company dated
February 5, 2003, fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Form 8-K/A fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
IN WITNESS WHEREOF, I have executed this Certification this 5th day of February
2003.
____________________________________________
Leo S. Ullman, Chief Executive Officer
I, Thomas J. O'Keeffe, Chief Financial Officer of the Cedar Income Fund, Ltd.
(the "Company"), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do
hereby certify as follows:
3. The interim Pro Forma report on Form 8-K/A of the Company dated
February 5, 2003, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
4. The information contained in such Form 8-K/A fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
IN WITNESS WHEREOF, I have executed this Certification this 5th day of February
2003.
____________________________________________
Thomas J. O'Keeffe, Chief Financial Officer