The Sarbanes-Oxley Act of 2002, signed into law by President Bush on July 30, 2002, contains two certification requirements for chief executive officers and chief financial officers in connection with their Company’s annual and quarterly reports to the SEC. One provision, Section 302, is effective within thirty (30) days (when SEC rules are to be adopted). The other, Section 906, is effective immediately.

On June 17, 2002 the SEC had proposed similar but not identical certification requirements (see Release No. 34-46079) to those contained in Section 302. In response to the adoption of the Sarbanes-Oxley Act, on August 2, 2002 the SEC issued supplemental information on the proposed certification rules (see Release No. 34-46300). The public comment period on the proposed rules expires August 19, 2002 and the SEC has stated it will adopt final rules by August 29, 2002.

As initially proposed, Proposed Rules 13a-14 and 15d-14, if adopted, would require a company’s principal executive officer and principal financial officer to certify that, to his or her knowledge, the information in the company’s quarterly and annual reports is true in all important respects as of the end of the relevant reporting period and that the reports contain all information about the company of which he or she is aware that he or she believes is important to a reasonable investor as of the end of the relevant reporting period. The Sarbanes-Oxley Act mandates an expanded certification which the SEC has indicated it will incorporate into the final rules. This expanded certification includes certifications by the officers concerning their evaluation of internal controls designed to ensure that material information is made known to such officers.

Also as initially proposed, Proposed Rules 13a-15 and 15d-15, if adopted, would require a company to maintain sufficient procedures to provide reasonable assurance that the company is able to collect, process and disclose the information required to be in the company’s periodic and current reports, and to periodically review and evaluate these procedures. The SEC has indicated that it does not propose to modify these Proposed Rules in the final rule.

The Section 906 certification requirement is a criminal provision, imposing fines of up to $5 million and imprisonment of up to 20 years for willful violations. The written statement of the principal executive officer and principal financial officer required by Section 906 must accompany each annual and quarterly report to the SEC and must certify that the report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information in the report fairly presents, in all material respects, the financial condition and results of operations of the issuer. As noted above, this provision is immediately effective.

For more information concerning the Sarbanes-Oxley Act of 2002 and its impact on your business, please contact Charles J. Ferry, Dean H. Dusinberre, or Paul F. Wessell at (717) 233-5731.

August 2, 2002