Executive Compensation.  

The information set forth under the caption “Executive Compensation” in our definitive Proxy Statement for our 2002 Annual Meeting of Shareholders to be held on June 6, 2002, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.  

Security Ownership of Certain Beneficial Owners and Management.  

The information set forth under the captions “Executive Compensation,” “Voting Stock Outstanding and Shareholders,” and “Voting Stock Ownership of Principal Shareholders and Management” in our Proxy Statement for our 2002 Annual Meeting of Shareholders to be held on June 6, 2002, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.  

Certain Relationships and Related Transactions.  

The information set forth under the caption “Certain Transactions” in our definitive Proxy Statement for our 2002 Annual Meeting of Shareholders to be held on June 6, 2002, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

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