-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JF76n5qVHEHjGcbLys/WCO9meSzgpTrTQRCNvgBipaPCx9CToind4najuvUuRXE9 2dhUigE4Fr0uFgQf3klLyA== 0000914062-05-000465.txt : 20050713 0000914062-05-000465.hdr.sgml : 20050713 20050708173541 ACCESSION NUMBER: 0000914062-05-000465 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050711 DATE AS OF CHANGE: 20050708 GROUP MEMBERS: DAVID A. JENKINS GROUP MEMBERS: GARY W. ROLLINS GROUP MEMBERS: R. RANDALL ROLLINS GROUP MEMBERS: ROLLINS INVESTMENT FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EP MEDSYSTEMS INC CENTRAL INDEX KEY: 0001012394 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 223212190 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48865 FILM NUMBER: 05946631 BUSINESS ADDRESS: STREET 1: 100 STIERLI COURT STREET 2: SUITE 107 CITY: MOUNT ARLINGTON STATE: NJ ZIP: 07856 BUSINESS PHONE: 9733982800 MAIL ADDRESS: STREET 1: 575 ROUTE 73 N BUILDING D CITY: WEST BERLIN STATE: NJ ZIP: 08091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIAC CAPITAL LLC CENTRAL INDEX KEY: 0001137714 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ROLLINS INC STREET 2: 2170 PIEDMONT ROAD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882750 MAIL ADDRESS: STREET 1: C/O ROLLINS INC STREET 2: 2170 PIEDMONT ROAD NE CITY: ATLANTA STATE: GA ZIP: 30324 SC 13D/A 1 cardiac13da705.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) EP MedSystems, Inc. ----------------------------------------- (Name of Issuer) Common Stock, no par value, stated value $0.001 per share ----------------------------------------- (Title of Class of Securities) 26881-P-103 ----------------------------------------- (CUSIP Number) Robert F. Dow, Esq. 171 17th Street, NW, Suite 2100 Atlanta, Georgia 30363 (404) 873-8706 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2005 ----------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons Cardiac Capital, LLC 2 Check the Appropriate Box if a Member of a Group (a) [X] (b) [_] 3 SEC Use Only 4 Source of Funds 00, WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Georgia 7 Sole Voting Power 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] 13 Percent of Class Represented by Amount in Row (11) 0.0 percent* 14 Type of Reporting Person OO * This Amendment is filed to report that this reporting person is no longer the beneficial owner of more than 5% of the class of securities. 2 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons Rollins Investment Fund 2 Check the Appropriate Box if a Member of a Group (a) [X] (b) [_] 3 SEC Use Only 4 Source of Funds 00, WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Georgia 7 Sole Voting Power 0 8 Shared Voting Power 1,125,000* 9 Sole Dispositive Power 0 10 Shared Dispositive Power 1,125,000* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,125,000* 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] 13 Percent of Class Represented by Amount in Row (11) 4.3 percent - -14 Type of Reporting Person PN * Includes 375,000 shares issuable upon exercise of an outstanding warrant which is exercisable at a price of $4.00 per share (subject to adjustment as provided in the warrant). This Amendment is filed to report that this reporting person is no longer the beneficial owner of more than 5% of the class of securitiess. 3 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons R. Randall Rollins 2 Check the Appropriate Box if a Member of a Group (a) [X] (b) [_] 3 SEC Use Only 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 8 Shared Voting Power 1,125,000* 9 Sole Dispositive Power 0 10 Shared Dispositive Power 1,125,000* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,125,000* 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] 13 Percent of Class Represented by Amount in Row (11) 4.3 percent 14 Type of Reporting Person IN * Includes 375,000 shares issuable upon exercise of an outstanding warrant exercisable by Rollins Investment Fund, the record owner of the shares of common stock and the warrant, which is exercisable at a price of $4.00 per share (subject to adjustment as provided in the warrant). Mr. R. Randall Rollins' ownership is indirect as a 50% owner of Rollins Investment Fund. This Amendment is filed to report that this reporting person is no longer the beneficial owner of more than 5% of the class of securities. 4 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons Gary W. Rollins 2 Check the Appropriate Box if a Member of a Group (a) [X] (b) [_] 3 SEC Use Only 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 8 Shared Voting Power 1,125,000* 9 Sole Dispositive Power 0 10 Shared Dispositive Power 1,125,000* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,125,000* 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] 13 Percent of Class Represented by Amount in Row (11) 4.3 percent 14 Type of Reporting Person IN * Includes 375,000 shares issuable upon exercise of an outstanding warrant exercisable by Rollins Investment Fund, the record owner of the shares of common stock and the warrant, which is exercisable at a price of $4.00 per share (subject to adjustment as provided in the warrant). Mr. Gary W. Rollins' ownership is indirect as a 50% owner of Rollins Investment Fund. This Amendment is filed to report that this reporting person is no longer the beneficial owner of more than 5% of the class of securities. 5 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons David A. Jenkins 2 Check the Appropriate Box if a Member of a Group (a) [X] (b) [_] 3 SEC Use Only 4 Source of Funds 00, PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 2,232,400* 8 Shared Voting Power 0 9 Sole Dispositive Power 2,232,400* 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,232,400* 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] 13 Percent of Class Represented by Amount in Row (11) 8.5 percent 14 Type of Reporting Person IN * Includes 166,000 shares issuable upon exercise of fully vested options. Also includes 160,000 shares held by Mr. Jenkins as trustee for the Dalin Class Trust, 42,500 shares held by Mr. Jenkins' wife and 20,000 shares held by Mr. Jenkins' wife as custodian for his children. Mr. Jenkins disclaims beneficial ownership of 42,500 shares held by his wife and 20,000 shares held by his wife as custodian for his children. Also includes 375,000 shares issuable upon exercise of an outstanding warrant which is exercisable at a price of $4.00 per share (subject to adjustment as provided in the warrant). 6 ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, no par value, stated value $0.001 per share, of EP MedSystems, Inc., a New Jersey corporation ("EP MedSystems"). The principal executive office of EP MedSystems is located at: 575 Route 73 N, Building D West Berlin, NJ 08091 ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is filed by: Cardiac Capital, LLC, a Georgia limited liability company ("Cardiac Capital") Rollins Investment Fund, a Georgia general partnership R. Randall Rollins Gary W. Rollins David A. Jenkins The members of Cardiac Capital are Rollins Investment Fund and David A. Jenkins, the Chairman of the Board of EP MedSystems. Each member of Cardiac Capital owns a 50% membership interest in Cardiac Capital. Rollins Investment Fund's principal business is investment in business enterprises. The partners of Rollins Investment Fund are R. Randall Rollins and Gary W. Rollins. (b) The address of the principal business and principal office of Cardiac Capital, LLC and Rollins Investment Fund are 2170 Piedmont Road, N.E., Atlanta, Georgia 30324, c/o Joe M. Young. (c) R. Randall Rollins is Chairman of the Board and Chief Executive Officer of Rollins, Inc. and RPC, Inc., and Chairman of the Board of Directors of Marine Products Corporation. The address for Mr. Rollins is c/o Rollins, Inc., 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. Gary W. Rollins is President and Chief Operating Officer of Rollins, Inc. The address of Mr. Rollins is c/o Rollins, Inc., 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. David A. Jenkins is Chairman of the Board of EP MedSystems. The address of Mr. Jenkins is c/o EP MedSystems, Inc., 575 Route 73 N, Building D, West Berlin, New Jersey 08091. (d) During the past five years, none of Cardiac Capital, Rollins Investment Fund, or, to the best of their knowledge, any person set forth in Item 2(a) above, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of Cardiac Capital, Rollins Investment Fund, or, to the best of their knowledge, any person set forth in Item 2(a) above, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. (f) Each individual set forth in Item 2(a) above is a citizen of the United States. 7 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On March 28, 2001, Cardiac Capital acquired 1,500,000 shares of common stock of EP MedSystems for $1.99 per share and a warrant (the "Original Warrant") to purchase 750,000 additional shares of common stock at a price of $0.02 per share pursuant to an Amended and Restated Common Stock and Warrant Purchase Agreement, dated as of February 16, 2001, by and among EP MedSystems, Cardiac Capital and one other purchaser. The exercise price per share for the common stock issuable upon exercise of the Original Warrant was $4.00 per share (subject to adjustment as provided therein). The purchase price for the shares of EP MedSystems common stock and warrants was $3.0 million, the source of which was working capital of Cardiac Capital. Cardiac Capital was formed by Rollins Investment Fund contributing cash of $3,002,500 and David A. Jenkins contributing cash of $2,500 and securities with a value of $3,000,000. Cardiac Capital directly made the investment in EP MedSystems. A copy of the Amended and Restated Common Stock and Warrant Purchase Agreement is incorporated herein as Exhibit 99.1. On July 1, 2005, Cardiac Capital distributed all of the shares and warrants to its members for no additional consideration, in a pro rata distribution. In the distribution, Rollins Investment Fund and David A. Jenkins each received 750,000 shares of common stock, and the Original Warrant was equally split such that Rollins Investment Fund and David A. Jenkins each received a warrant to purchase 375,000 shares of common stock with the exercise price of $4.00 per share (subject to adjustment as provided in the Original Warrant). From August 17 to August 31, 2001, Mr. Jenkins made open market purchases totaling 14,000 shares, for investment purposes, at prices ranging from $1.60 to $2.00 per share, for a total consideration of $25,176. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction is solely for investment purposes. (a) Cardiac Capital also acquired, in conjunction with the purchase of EP MedSystems common stock, warrants for the purchase of 750,000 additional shares of common stock at an exercise price of $4.00 per share, subject to adjustment. The warrants contain the following provisions: o the exercise period of the warrant is any time or from time to time between the date of closing and the fifth anniversary of closing; o the initial exercise price is $4.00 per share; o the warrants may be exercised on a "cashless" basis whereby the warrant holder would receive an amount of common stock in return for surrendering its warrant to EP MedSystems for cancellation instead of paying the exercise price. The number of shares which the warrant holder would receive by exercising its rights to purchase upon a "cashless" basis would be determined by a formula in the warrant, which number would in any event be less than the number of warrant shares to which the warrant holder would be entitled upon payment of the exercise price; and o upon the occurrence of certain events that would otherwise dilute the aggregate value of the common stock issuable pursuant to the warrants, the exercise price or the number of warrant shares, or both, will be adjusted to avoid such dilution. A copy of the form of warrant is incorporated herein as Exhibit 99.3. As a result of the distribution described above, the warrants are now held directly by Rollins Investment Fund and David Jenkins. (b)-(j) None. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) See Items 7-13 of the cover pages. (c) See Item 3. No other transactions in EP MedSystems' securities have been effected by Cardiac Capital, Rollins Investment Fund or an individual named in Item 2 above within the last sixty days. 8 (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the securities of EP MedSystems. (e) On July 1, 2005, all of the reporting persons, other than David Jenkins, ceased to beneficial owners of more than 5% of the class of securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Rollins Investment Fund and David A. Jenkins, together with EP MedSystems, entered into a letter agreement, dated March 5, 2001 (the "Letter Agreement"), pursuant to which David A. Jenkins agreed that, notwithstanding any provision to the contrary in the Operating Agreement of Cardiac Capital, the decision of Cardiac Capital to exercise its registration rights after the first anniversary of the closing may be made by Rollins Investment Fund in its sole judgment and without the consent of Mr. Jenkins. A copy of the Letter Agreement is filed herewith as Exhibit 99.2. The Registration Rights Agreement provides that EP MedSystems prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), all of the shares of common stock sold if requested to do so at any time after the first anniversary of the closing by holders of at least 30% of the shares of common stock issued. The Registration Rights Agreement also provides that EP MedSystems will prepare and file with the SEC a registration statement on Form S-3 for the purpose of registering under the Securities Act all of the common stock issued or issuable pursuant to the warrants sold if requested to do so at any time between the first and fifth anniversaries of the closing by holders of at least 50% of the common stock issued or issuable pursuant to the warrants. Cardiac Capital owned approximately 92% of the common stock and warrants purchased. In the event that EP MedSystems proposes to register any shares of its common stock under the Securities Act at any time after the closing, EP MedSystems will be required to include in EP MedSystems' registration statement those shares of common stock acquired which the investors request that EP MedSystems include. EP MedSystems shall be obligated to pay for the expenses associated with any registrations, other than underwriting discounts and commissions and transfer taxes. Pursuant to this agreement, EP MedSystems filed a Form S-3 with the SEC on April 25, 2002. EP MedSystems is obligated to use its best efforts to keep such registration statement(s) effective until (i) the investors have sold all of the shares of the common stock registered thereunder, or (ii) the investors can sell all of the shares of the common stock purchased by them in the financing within a three-month period pursuant to Rule 144 under the Securities Act, without volume limitation. A copy of the form of Registration Rights Agreement is incorporated herein as Exhibit 99.4. On July 1, 2005, Cardiac Capital distributed all of the shares and warrants to its members for no additional consideration, in a pro rata distribution. In the distribution, Rollins Investment Fund and David A. Jenkins each received 750,000 shares of common stock and a warrant to purchase 375,000 shares of common stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Amended and Restated Common Stock and Warrant Purchase Agreement dated February 16, 2001 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of EP MedSystems, Inc. filed on February 16, 2001 (SEC file no. 000-28260)) 99.2 Letter Agreement dated March 5, 2001 99.3 Form of Warrant (incorporated by reference to Exhibit 4.7 to the Annual Report on Form 10-KSB of EP MedSystems, Inc. for the year ended December 31, 2000 (SEC file no. 000-28260)) 99.4 Registration Rights Agreement dated as of March 28, 2001 (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-KSB of EP MedSystems, Inc. for the year ended December 31, 2000 (SEC file no. 000-28260)) 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 8, 2005 CARDIAC CAPITAL, LLC By: Rollins Investment Fund /s/ R. Randall Rollins ---------------------------------------- By: R. Randall Rollins Its: Managing General Partner ROLLINS INVESTMENT FUND, a Georgia general partnership /s/ R. Randall Rollins ---------------------------------------- By: R. Randall Rollins Its: General Partner /s/ R. Randall Rollins ---------------------------------------- R. Randall Rollins /s/ Gary W. Rollins ---------------------------------------- Gary W. Rollins By R. Randall Rollins Attorney-in-Fact /s/ David A. Jenkins ---------------------------------------- David A. Jenkins 10 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument. Dated: July 8, 2005 CARDIAC CAPITAL, LLC By: Rollins Investment Fund /s/ R. Randall Rollins ---------------------------------------- By: R. Randall Rollins Its: Managing General Partner ROLLINS INVESTMENT FUND, a Georgia general partnership /s/ R. Randall Rollins ---------------------------------------- By: R. Randall Rollins Its: General Partner /s/ R. Randall Rollins ---------------------------------------- R. Randall Rollins /s/ Gary W. Rollins ---------------------------------------- Gary W. Rollins By R. Randall Rollins Attorney-in-Fact /s/ David A. Jenkins ---------------------------------------- David A. Jenkins 11 EX-99.2 2 cardiac13da705ex.txt LETTER AGREEMENT EXHIBIT 99.2 ROLLINS INVESTMENT FUND 2170 PIEDMONT ROAD, N.E. ATLANTA, GEORGIA 30324 March 5, 2001 David A. Jenkins Joseph M. Turner EP MedSystems, Inc. 100 Stierli Court, Suite 107 Mt. Arlington, N.J. 07856 Re: Formation of Cardiac Capital, LLC Investment in EP MedSystems, Inc. Dear David and Joe: Reference is hereby made to the letter agreement, dated February 16, 2001 (the "Letter Agreement"), among Rollins Investment Fund ("RIF"), EP MedSystems, Inc. ("EPMD") and David Jenkins concerning voting and other agreements made in connection with the contemplated investment by Cardiac Capital, LLC ("Cardiac Capital") in EPMD pursuant to a Common Stock and Warrant Purchase Agreement, dated as of February 16, 2001 (the "Purchase Agreement"), all as described in EPMD's Preliminary Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on February 16, 2001. As we have agreed to make certain modifications to the Purchase Agreement and, contemporaneously herewith, have entered into an Amended and Restated Common Stock and Warrant Purchase Agreement (the "Amended Purchase Agreement"), certain provisions of the Letter Agreement are no longer relevant. This shall serve to evidence our current agreement that the Letter Agreement is hereby terminated and deemed null and void and of no further effect and that we hereby agree as follows: In order to induce EPMD to sell the securities contemplated to be sold to Cardiac Capital pursuant to the Amended Purchase Agreement (the "EPMD Securities"), RIF agrees to cause Cardiac Capital to wait one year after the consummation of the purchase of the EPMD Securities, before it shall have the right to require EPMD to register the securities with the SEC. In order to induce RIF to agree to such delay of Cardiac Capital's registration rights, David Jenkins agrees that for the period of one year from the consummation of the purchase of the EPMD Securities, he shall not, and he shall use his best efforts to cause his spouse, lineal descendants and any trust for the benefit of any of them not to, sell any shares of common stock of EPMD owned by any of them. This restriction shall terminate on the first anniversary of the consummation of the purchase of the EPMD Securities pursuant to the Amended Purchase Agreement (as such agreement may be further amended by the parties thereto in accordance with its terms).. Notwithstanding anything to the contrary contained in the Operating Agreement of Cardiac Capital between RIF and David Jenkins, the decision of Cardiac Capital to exercise its rights under the Registration Rights Agreement after the first anniversary of the closing of the Amended Purchase Agreement to require EPMD to register the EPMD Securities with the SEC may be taken by RIF in its sole judgment, without the consent of David Jenkins. Please acknowledge your agreement with the foregoing by signing where indicated below. Sincerely, Rollins Investment Fund By: ------------------------------- General Partner Agreed to and accepted this 5th day of March, 2001 - --------------------------------------------- David A. Jenkins Agreed to and accepted this 5th day of March, 2001 EP MedSystems, Inc. By: ---------------------------------------- Joseph M. Turner Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----