(As filed March 13, 2001)
File No. 70-9597
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1/A
Amendment No.1
to
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLIANT ENERGY CORPORATION
222 West Washington Avenue
Madison, Wisconsin 53703
WISCONSIN POWER AND LIGHT COMPANY
222 West Washington Avenue
Madison, Wisconsin 53703
IES UTILITIES INC.
Alliant Tower
200 First Street, S.E.
Cedar Rapids, Iowa 52401
INTERSTATE POWER COMPANY
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-07691
(Names of companies filing this statement and addresses of
principal executive offices)
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ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
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Edward M. Gleason, Vice President - Treasurer
and Corporate Secretary
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
(Name and address of agent for service)
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The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
222 West Washington Avenue 40 West 57th Street
Madison, Wisconsin 53703 New York, New York 10019
The Application-Declaration filed in this proceeding on December 28, 1999,
is hereby amended as follows:
1. By restating ITEM 1 - DESCRIPTION OF PROPOSED TRANSACTION to read as
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follows:
A. INTRODUCTION.
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Alliant Energy Corporation ("Alliant Energy") is a registered holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act").1 Its wholly-owned public utility subsidiaries are Wisconsin Power and
Light Company ("WP&L"), IES Utilities Inc. ("IES"), Interstate Power Company
("IPC") and South Beloit Water, Gas and Electric Company. Together, these
companies provide public utility service to approximately 919,000 electric and
393,000 retail gas customers in parts of Wisconsin, Iowa, Minnesota and
Illinois. In addition, WP&L provides water service to approximately 35,000
customers in Wisconsin and Illinois. Alliant Energy's direct non-utility
subsidiaries include Alliant Energy Corporate Services, Inc. ("Services"), a
subsidiary service company, and Alliant Energy Resources, Inc., which serves as
the holding company for substantially all of Alliant Energy's investments in
non-utility subsidiaries.
WP&L and IES currently have in place separate programs under which each
company sells its customer accounts receivable to Ciesco, L.P. ("Ciesco"), an
accounts receivable financing conduit managed by Citicorp North America, Inc.
(the "Agent"). The purpose of these programs is to enable the two utilities to
accelerate their receipt of cash from collection of customer accounts
receivables, thereby reducing their dependence upon more costly sources of
working capital.
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1 See WPL Holdings, Inc., et al., Holding Co. Act Release No. 26856 (April
14, 1998).
Under the existing WP&L receivables program, WP&L may sell up to $150
million billed and unbilled receivables. The actual level of receivables
financed under this program fluctuates from month to month depending upon the
prior month's level of qualifying receivables. Under the existing IES program,
IES maintains a constant sales level of $65 million throughout the year, which
is the lowest level of qualifying receivables that occur in any given month
during the year. Under the existing programs, WP&L and IES serve as collection
agents for Ciesco.
WP&L and IES and Ciesco propose to enter into a new receivables financing
program to replace the existing programs. In addition, IPC will be added to the
new program. Ciesco's purchases under the new program will initially be limited
to $250 million of qualifying receivables outstanding at any one time. However,
it is proposed that the program limit may be increased in the future by
agreement among the parties, without further notice to the Commission, subject
to the other terms and conditions set forth herein.
B. STRUCTURE OF THE PROGRAM.
------------------------
Under the new program, WP&L, IES and IPC (individually an "Operating
Company" and collectively the "Operating Companies") will each organize a
wholly-owned, special purpose entity ("SPE"), to which it will sell all of its
billed and unbilled accounts receivable representing obligations of purchasers
of electricity, natural gas and water and reimbursement obligations of joint
owners of utility facilities arising under joint plant operating agreements
pursuant to which an Operating Company pays operating and/or capital expenses on
behalf of all joint owners (collectively, the "Receivables"), subject to certain
program limitations described below. Each of the SPEs will be organized under
Delaware law as a single-member limited liability company. It will have nominal
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capital and will conduct no business operations or own any assets other than the
Receivables purchased from its parent Operating Company. The SPEs in turn will
resell such Receivables to Alliant Energy SPE LLC (herein referred to as
"NewCo"), a newly-formed special-purpose entity to be jointly owned by the SPEs.
NewCo will also be formed as a Delaware limited liability company. It too will
serve merely as a conduit for ultimate sale of the purchased Receivables to
Ciesco, and will have no assets or operations other than as contemplated by the
agreements described below.
Forms of the limited liability company articles of organization and member
operating agreements of the SPEs and NewCo are filed as Exhibits A-1 through A-4
hereto.
The purpose in forming the SPEs is to isolate the Receivables from the
Operating Company which has originated them such that, pursuant to Financial
Accounting Standards Board Statement No. 125 ("FASB 125"),2 the sale of the
Receivables to the SPEs qualifies for treatment as a true sale of assets by the
Operating Companies rather than as a loan secured by the Receivables. This will
allow the Receivables to be removed as assets from the books of the Operating
Companies. Through NewCo, the Operating Companies will be able to consolidate
their Receivables into a much larger pool of Receivables and eliminate duplicate
structuring and administrative costs that would be associated with creating and
maintaining separate programs with Ciesco.
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2 See FASB Statement No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (June 1996). FASB 125 sets
forth various tests that have to be met in order for the transferred assets to
be deemed to be isolated from (i.e., out of the control of) the transferor.
Special-purpose entities such as those described in this filing are typically
used to establish such separateness. FASB 125 will be replaced or supplemented
by FASB 140 in the near future, but the changes are not material for purposes of
this Application-Declaration. References to FASB 125 in this
Application-Declaration should be deemed to refer to FASB 140 as well.
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C. DESCRIPTION OF THE PROGRAM AGREEMENTS.
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The new receivables program will be implemented through a series of related
agreements, as follows: First, each Operating Company (as Seller) will enter
into a Receivables Sale Agreement (the "SPE Agreement") with its wholly-owned
SPE (as Purchaser), pursuant to which the Operating Company will sell all of its
eligible Receivables to the SPE. Services will be designated the initial
Collection Agent under this agreement, but will subcontract with the Operating
Companies to perform the duties of the Collection Agent, and, in such capacity,
each of the Operating Companies will continue to bill its customers and service
their accounts (although collections will be deposited into an account
controlled by Services). Second, each SPE (as Seller) will enter into a
Receivables Purchase and Sale Agreement (the "NewCo Agreement") with NewCo (as
Purchaser), pursuant to which the SPE will sell and NewCo will purchase all of
the Receivables that the SPE has acquired from its parent Operating Company.
Third, NewCo (as Seller) and Ciesco (as Investor) will enter into a Receivables
Purchase and Sale Agreement (the "Ciesco Agreement"), pursuant to which NewCo
will sell and Ciesco will purchase an undivided percentage ownership interest in
the pool of Receivables originated by the Operating Companies. Under the terms
of a separate Receivables Purchase and Sale Agreement (the "Citibank
Agreement"), Citibank N.A. ("Citibank") would be obligated to purchase the
Receivables from NewCo in the event that Ciesco, for any reason, does not
purchase the Receivables. Finally, Alliant Energy will execute and deliver a
credit support agreement (the "Alliant Energy Agreement") in favor of Ciesco,
the Agent and Citibank pursuant to which Alliant Energy will provide limited
credit support. The forms of the SPE Agreement, the NewCo Agreement, the Ciesco
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Agreement, the Citibank Agreement and the Alliant Energy Agreement are filed
herewith as Exhibits B-1, B-2, B-3, B-4, and B-5, respectively.
The SPE Agreements: Each Operating Company will enter into an SPE Agreement
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with its wholly-owned SPE pursuant to which the Operating Company will sell and
the SPE will purchase, from time to time, all of the Operating Company's
Receivables. Under Section 2.01 of the SPE Agreement, the SPE will purchase the
Receivables at a discount that takes into account Ciesco's cost of funds and
program fees and administrative and servicing costs, all of which are passed
through to the SPE by NewCo, and the historical default experience on accounts
receivable originated by the Operating Company. The SPE will pay the purchase
price in cash, unless it has insufficient cash on hand to pay the full purchase
price, in which case a portion of the purchase price will be paid by the
issuance of additional membership interests in the SPE to its parent Operating
Company. Subsequently, if the SPE has excess funds on hand from collections of
Receivables previously purchased, it will distribute such excess to its parent
Operating Company as a return of capital.
As indicated, the originating Operating Company (as subcontractor to
Services) will perform the duties of the initial Collection Agent having sole
responsibility for servicing the Receivables, for which it will be entitled to
receive an agent's fee of not less than 1/4 of 1% per annum on the average daily
amount of the capital ("Capital") invested in its Receivables by Ciesco, as
described below.
The NewCo Agreement: NewCo will serve as the conduit through which the
-------------------
Receivables originated by each of the Operating Companies and purchased by the
separate SPEs will be aggregated to create a single pool of Receivables. The
terms and conditions of the purchase of Receivables by NewCo from the separate
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SPEs will be the same as the terms and conditions under which the SPEs purchase
those Receivables from the Operating Companies under the SPE Agreements, except
that NewCo will pay each of the SPEs in cash and/or additional membership
interests an amount equal to the purchase price paid by the SPEs to the
Operating Companies for the Receivables sold.
The Ciesco Agreement: Under Section 2.01 of the Ciesco Agreement, NewCo (as
--------------------
Seller) will sell and Ciesco (as Investor) may, in its discretion, purchase an
undivided percentage ownership interest (a "Share") in the pool of Receivables
held by NewCo from time to time. The percentage interest in the pool of
Receivables represented by such Share shall, subject to certain contingencies,
be calculated by dividing (i) the sum of the Capital invested by the Investor as
of the date of computation, the Investor's funding cost, the Collection Agent
fee reserve, and other program fees, by (ii) the net Receivables pool balance at
the time of computation, i.e., the total of all Receivables, less defaulted
Receivables in the pool balance and the amount by which the outstanding
Receivables of each customer exceeds the "Concentration Limit" for such customer
multiplied by the amount of Capital invested by Ciesco at any time. The
Concentration Limit is a limit on the amount of Receivables of any single
customer of an Operating Company that may be financed under the program. It is
currently equal to 3% of the pool of Receivables sold by NewCo in any particular
period, but may be increased or decreased by further agreement among the
parties.
Under normal circumstances, Ciesco will fund its investment in the Share
from the proceeds of commercial paper sales. The applicable rate applied by
Ciesco for each calendar month will be equal to the weighted average of the
rates at which Ciesco sells commercial paper notes having a term equal to a
period not exceeding 270 days, plus dealer commissions and note issuance costs.
In addition, Ciesco will charge a program fee equal to 1/8th of 1% per annum on
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the average daily amount of Capital invested by Ciesco, an investor fee equal to
0.01% of the annual average Capital outstanding, plus a one-time structuring fee
of $100,000.
The Citibank Agreement: In the event Ciesco is unable to issue commercial
----------------------
paper for any reason, Citibank would be obligated to purchase the Receivables
pursuant to the terms of the Citibank Agreement. Under the Citibank Agreement,
the applicable funding rate will be based on a Eurodollar borrowing rate for
borrowings having a period equal to one, two, three or six months, as selected
by NewCo. In the event of an inability to make Eurodollar borrowings, or in the
case of borrowing for a period of 29 days or less or in an amount of less than
$500,000, then the applicable rate would be a fluctuating rate based on
Citibank's base rate or the latest three-week moving average of secondary market
morning offering rates for three-month certificates of deposit of major U.S.
money market banks. The spread over the reference rates will vary over the life
of the program based on market conditions and on changes in the corporate credit
rating of Alliant Energy, or, if there is no such rating at the time, the two
highest long-term public senior debt ratings of the Operating Companies.
Citibank will also charge a liquidity fee of between 0.15% and 0.275% (depending
on the corporate credit rating of Alliant Energy) times the amount of Citibank's
commitment to purchase interests in the Receivables.
The new accounts receivable purchase and sale program will be structured so
as to satisfy the requirements of FASB 125. In order to satisfy these
requirements: (i) the transfers of Receivables from an Operating Company to its
wholly-owned SPE must be on terms that the Operating Company believes will
result in such transfers being classified as "true sales" in the unlikely event
of a bankruptcy proceeding involving the Operating Company; (ii) the SPE, as the
purchaser and transferee of the Receivables, must be a "qualifying special
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purpose entity" within the meaning of FASB 125 and as such will be a legally
separate entity engaged only in activities related to the program; (iii) the
SPE, and any subsequent purchaser (including, in this case, NewCo and Ciesco),
must have the right to pledge or exchange the Receivables; and (iv) the
originating Operating Company cannot maintain effective control over the
Receivables that are transferred to the SPE.
The amount of Receivables originated by WP&L, IES and IPC will vary from
time to time in accordance with electric, gas and water consumption by their
customers. As a result of this and other factors, the funds available to NewCo
to make a purchase may not match the cost of Receivables available. The proposed
program (like the existing programs it replaces) includes a mechanism to
accommodate this mismatch. When the amount of Receivables available for sale by
the SPEs exceeds the amount of cash NewCo has available, a portion of the
purchase price will be paid by the issuance of additional membership interests
in NewCo to each of the SPEs in amounts which parallel the additional membership
interests issued by each SPE to its parent Operating Company which has
originated the Receivables. Conversely, if NewCo develops a cash balance due to
collections of previously purchased Receivables exceeding the balance of newly
created Receivables available for purchase, NewCo will distribute such excess
cash to the SPEs and the SPEs will distribute such excess cash to the Operating
Companies, in each case as a return of capital. Through this mechanism, it is
expected that neither NewCo nor the SPEs will retain substantial cash balances
at any time and that substantially all cash realized from the collection of the
Receivables (net of the costs of the program and any reductions in the
outstanding purchase price of Shares) will be made available to the Operating
Companies.
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Although the actual funding cost will vary depending on, inter alia,
Ciesco's own funding costs, it is expected that the all-in credit spread to the
Operating Companies will be substantially lower than the weighted average cost
of permanent capital that the Operating Companies would otherwise have to
maintain in order to finance their operations. The savings can be illustrated as
follows: Currently, the Operating Companies' average outstanding accounts
receivable balance at any one time is about $200 million. The capital required
to finance this level of Receivables essentially represents permanent capital of
the Operating Companies. The average pre-tax weighted cost of capital of the
Operating Companies currently ranges between 13.2% and 14.0%. In contrast, based
on a current pre-tax yield on Ciesco's commercial paper of 5.85% and overall
transaction fees and expenses estimated not to exceed 25 basis points, the
program would result in a pre-tax reduction of more than 7.4 percentage points
(or more than 50%) from the Operating Companies' pre-tax weighted average cost
of capital.
As indicated, each Operating Company (as a subcontractor to Services) will
perform the duties of the initial Collection Agent with respect to the
Receivables originated by it. Consequently, the Operating Companies will
continue to perform all of the billing and servicing functions that they now
perform, and their customers will not experience any change in current billing
and collection procedures.3 Under certain adverse conditions, including, among
others, an unremedied default by Alliant Energy, an Operating Company, an SPE or
NewCo, an event of insolvency affecting any of the foregoing, and the loss
experience on Receivables in the Receivables pool exceeding certain specified
ratios, Ciesco would have the right to designate a new collection agent.
------------------------
3 Likewise, the services provided to NewCo and the SPEs by Services, as
Collection Agent, will be the same as the services it now renders to the
Operating Companies, and its compensation under the program agreements will be
passed on to the Operating Companies.
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The Alliant Energy Agreement: Under the Alliant Energy Agreement, Ciesco,
----------------------------
Citibank and the Agent would have limited recourse against Alliant Energy. Such
recourse claims include liability for Ciesco's and Citibank's funding costs and
Collection Agent fees, but only to the extent not paid out of collections on the
Receivables,4 and limited recourse for defaulted Receivables. The recourse
limit for defaulted Receivables is calculated by multiplying (i) a percentage
equal to the greatest of (a) three times the Concentration Limit (excluding any
special concentration limit) (currently 3%, but subject to increase or decrease
by further agreement among the parties), (b) three times the greatest 12-month
rolling average default ratio for the Receivables over the twelve months ending
immediately on or prior to the date of calculation, and (c) 9%, by (ii) the
amount of Capital invested by Ciesco at such time. Also included is liability
for (i) failure to transfer to NewCo or Ciesco a first priority ownership
interest in the Receivables; (ii) the breach by an Operating Company, an SPE or
NewCo of its representations, warranties and covenants; and (iii) certain
indemnity obligations.
In order to ensure "true sale" treatment under FASB 125, neither Ciesco,
Citibank nor the Agent will have any recourse against an Operating Company,
absent any breach of representations or warranties by an Operating Company, if
customer defaults on Receivables sold result in collections attributable to the
Shares sold to Ciesco being insufficient to reimburse Ciesco for the purchase
price paid by it for the Shares and its anticipated yield. Ciesco will bear the
risk for any credit losses on the Receivables that exceed the reserves for such
------------------------
4 As previously indicated, Services (using the Operating Companies as
subcontractors) will initially act as the Collection Agent. Thus, Alliant Energy
would be obligated to an unaffiliated third party for the Collection Agent fee
(to the extent not paid out of collections) only in the event that Ciesco should
remove Services as Collection Agent.
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losses included in the Shares and Ciesco's limited recourse rights under the
Alliant Energy Agreement.5
The term of the new Receivables sales program is 3 years. NewCo may, upon
at least five business days' notice to the Agent, terminate, in whole, or reduce
in part, the unused portion of its purchase limit in accordance with the terms
and conditions of the Ciesco Agreement. The Ciesco Agreement allows Ciesco to
assign all of its rights and obligations under said Agreement (including its
Share and the obligation to fund the Share) to other persons, including the
providers of its bank facilities. However, any such assignment will not change
the nature of the obligations of the Operating Companies, the SPEs or NewCo
under the program agreements to which they are parties.
D. OTHER MATTERS
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None of the proceeds from the transactions proposed herein will be used by
the Operating Companies to acquire any securities of, or any interest in any
"exempt wholesale generator" ("EWG") or foreign utility company ("FUCO").
2. By amending and restating ITEM 3 - APPLICABLE STATUTORY PROVISIONS to
-------------------------------
read as follows:
The acquisition of the membership interests of the SPEs by the Operating
Companies and of the membership interests of NewCo by the SPEs, and the issuance
of such membership interests by the SPEs and NewCo, in each case are subject to
Sections 6(a), 7, 9(a), 10, and 12(f) of the Act and Rules 43 thereunder.
Alliant Energy's proposal to provide credit support pursuant to the Alliant
Energy Agreement is subject to Section 12(b) of the Act and Rule 45 thereunder.
These transactions are also subject to Rule 54.
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5 The limited recourse obligation of Alliant Energy on defaulted
Receivables will not affect "true sale" treatment.
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The applicants believe that none of the other transactions described above
are subject to the Commission's jurisdiction, or are exempt by rule.
Specifically, the Operating Companies believe that their sale of Receivables to
the SPEs are not sales of a "security," as defined in Section 2(a)(16) of the
Act, or of "utility assets," as defined in Section 2(a)(18) of the Act, or of an
interest in an other business. Furthermore, Alliant Energy believes that NewCo's
sale of a Share in the Receivables pool to Ciesco, to the extent such may be
considered the issuance of a security, would be exempt from regulation under
Rule 52(b).6
Compliance with Rule 54. The transactions proposed herein are also subject
-----------------------
to Rule 54. Rule 54 provides that the Commission shall not consider the effect
of the capitalization or earnings of subsidiaries of a registered holding
company that are EWGs or FUCOs, as defined in Sections 32 and 33, respectively,
in determining whether to approve other transactions if the requirements of Rule
53(a), (b) and (c) are satisfied. Alliant Energy currently meets all of the
requirements of Rule 53.
Rule 53(a)(1): Alliant Energy's "aggregate investment" in EWGs and FUCOs is
currently $254.5 million, or approximately 21% of Alliant Energy's "consolidated
retained earnings" for the four quarters ended September 30, 2000 ($1,232.8
million, including Alliant Energy's accumulated other comprehensive income).
Rule 53(a)(2): Alliant Energy will maintain books and records enabling it
to identify investments in and earnings from each EWG and FUCO in which it
directly or indirectly acquires and holds an interest. Alliant Energy will cause
each domestic EWG in which it acquires and holds an interest, and each foreign
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6 The Commission has not heretofore asserted jurisdiction over the sale of
accounts receivable, or the purchase thereof by an associate company of the
seller. See Western Massachusetts Electric Co., Holding Co. Act Rel. No. 26710
(April 25, 1997).
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EWG and FUCO that is a majority-owned subsidiary, to maintain its books and
records and prepare its financial statements in conformity with U.S. generally
accepted accounting principles ("GAAP"). All of such books and records and
financial statements will be available to the Commission, in English, upon
request.
Rule 53(a)(3): No more than 2% of the employees of Alliant Energy's
domestic public utility subsidiaries will, at any one time, directly or
indirectly, render services to EWGs and FUCOs.
Rule 53(a)(4): Alliant Energy will submit a copy of each Application or
Declaration, and each amendment thereto, relating to any EWG or FUCO, and will
submit copies of any Rule 24 certificates required thereunder, as well as a copy
of relevant portions of Alliant Energy's Form U5S, to each of the public service
commissions having jurisdiction over the retail rates of its domestic public
utility subsidiaries.
In addition, Alliant Energy states that the provisions of Rule 53(a) are
not made inapplicable to the authorization herein requested by reason of the
occurrence or continuance of any of the circumstances specified in Rule 53(b).
Rule 53(c) is inapplicable by its terms.
3. By amending and restating ITEM 4 - REGULATORY APPROVAL to read as
-------------------
follows:
WP&L has obtained the approval of the Wisconsin Public Service Commission
("WPSC") and IPC has obtained the approval of the Illinois Commerce Commission
("ICC") and the Minnesota Public Utilities Commission ("MPUC") for the sale of
its receivables to an affiliated interest. Copies of the applications filed with
the WPSC, ICC and MPUC are included as Exhibits D-1, D-2 and D-3 hereto, and
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copies of the orders of the WPSC, ICC and MPUC are included as Exhibits D-4, D-5
and D-6 hereto. No other state and no federal commission, other than this
commission, has jurisdiction over any aspect of the proposed transactions.
4. By filing the following Exhibits, as listed in ITEM 6 - EXHIBITS AND
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FINANCIAL STATEMENTS:
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(a) Exhibits.
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A-1 Form of Certificate of Formation of Operating Company SPE (see
Exhibit B to Exhibit A-2)
A-2 Form of Operating Agreement of Operating Company SPE
A-3 Form of Certificate of Formation of Alliant Energy SPE LLC
("NewCo") (see Exhibit B to Exhibit A-4)
A-4 Form of Operating Agreement of Alliant Energy SPE LLC ("NewCo")
B-1 Form of Receivables Sale Agreement ("SPE Agreement")
B-2 Form of Receivables Purchase and Sale Agreement ("NewCo
Agreement")
B-3 Form of Receivables Purchase and Sale Agreement ("Ciesco
Agreement")
B-4 Form of Receivables Purchase and Sale Agreement ("Citibank
Agreement")
B-5 Form of Alliant Energy Agreement
D-1 WP&L Application to WPSC.
D-2 IPC Application to ICC.
D-3 IPC Application to MPUC.
D-4 Order of WPSC approving WP&L application.
D-5 Order of ICC approving the IPC application.
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D-6 Order of the MPUC approving IPC application.
F Opinion of Counsel.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this Amendment to
be signed on their behalf by the undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
WISCONSIN POWER AND LIGHT CORPORATION
By: /s/ Edward M. Gleason
-------------------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
IES UTILITIES INC.
By: /s/ Edward M. Gleason
-------------------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
INTERSTATE POWER COMPANY
By: /s/ Edward M. Gleason
-------------------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
Date: March 13, 2001
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