ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 will be set forth in our definitive proxy statement to be filed with the SEC for our 2003 Annual Meeting of Shareholders to be held on June 16, 2003. Such information is incorporated herein by reference to the material appearing under the captions “Information Concerning the Board of Directors,” “Executive Compensation,” “Compensation Plans” and “Human Resources Committee Report” in the proxy statement to be filed by us with the SEC.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 will be set forth in our definitive proxy statement to be filed with the SEC for our 2003 Annual Meeting of Shareholders to be held on June 16, 2003. Such information is incorporated herein by reference to the material appearing under the captions “Beneficial Ownership of Voting Securities” and “Equity Compensation Plan Information” in the proxy statement to be filed by us with the SEC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 will be set forth in our definitive proxy statement to be filed with the SEC for our 2003 Annual Meeting of Shareholders to be held on June 16, 2003. Such information is incorporated herein by reference to the material appearing under the caption “Certain Relationships and Related Transactions” in the proxy statement to be filed by us with the SEC.

ITEM 14. CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing date of this report, an evaluation was carried out, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective, in all material respects, with respect to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, of information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation described above.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS INCLUDED HEREIN

     Report of Independent Public Accountants

     Consolidated Balance Sheets, December 31, 2002 and 2001

     Consolidated Statements of Income for the years ended December 31, 2002, 2001 and 2000

     Consolidated Statements of Comprehensive Income for the years ended December 31, 2002, 2001 and 2000

     Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

     Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2002, 2001 and 2000

     Notes to Consolidated Financial Statements

 

     


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