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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