-----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, URHLEEYd1Hq4rTm0eZBAShfXgT9L6hudl0BWdDwBLv7aOsK7kmSsZejglc6vmOlS hNOaSyCrmzBdp2pgX3wZbg== 0000311657-99-000006.txt : 19990630 0000311657-99-000006.hdr.sgml : 19990630 ACCESSION NUMBER: 0000311657-99-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRE PAID LEGAL SERVICES INC CENTRAL INDEX KEY: 0000311657 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 731016728 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-09293 FILM NUMBER: 99654049 BUSINESS ADDRESS: STREET 1: 321 E MAIN ST CITY: ADA STATE: OK ZIP: 74820 BUSINESS PHONE: 5804361234 MAIL ADDRESS: STREET 1: 321 E MAIN CITY: ADA STATE: OK ZIP: 74820 10-K/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark one) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File Number: 1-9293 -------------------------------------------------------------- PRE-PAID LEGAL SERVICES, INC. (Exact name of registrant as specified in its charter) Oklahoma 73-1016728 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 321 East Main Ada, Oklahoma 74820 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (580) 436-1234 Securities registered pursuant to Section 12(b) of the Exchange Act: Name of each exchange on Title of each class which registered ------------------- ----------------- Common Stock, $0.01 Par Value New York Stock Exchange Securities registered under Section 12 (g) of the Exchange Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ( ). State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days prior to the date of the filing: As of February 25, 1999 - $521,267,790. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of February 25, 1999 there were 23,654,345 shares of Common Stock, par value $.01 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Company's definitive proxy statement for its 1999 annual meeting of shareholders are incorporated into Part III of this Form 10-K by reference. The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K pursuant to Section 13 of the Securities and Exchange Act of 1934 for the fiscal year ended December 31, 1998, as set forth below and in the pages attached hereto. Part IV, Item 14 - "Exhibits and Reports on Form 8-K" is amended (i) to include as Exhibit 99.1 the attached financial information relating to The Employee Stock Ownership and Thrift Plan and Trust ("Plan"), as required by Form 11-K, for the fiscal year of the Plan ended December 31, 1998, which is filed as an exhibit pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, and (ii) to include as Exhibit 23.2 the Consent of Deloitte & Touche LLP relating to the use of their report which is included as part of Exhibit 99.1. The full text of Item 14 and the Exhibit Index, as amended, referred to therein are as set forth below. ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: For a list of the documents filed as exhibits to this report, see the Exhibit Index following the signatures to this report. (b) Reports on Form 8-K: None. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. PRE-PAID LEGAL SERVICES, INC. /s/ RANDY HARP Randy Harp, Chief Financial Officer Date: June 28, 1998 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 3.1 Amended and Restated Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 of the Company's Report on Form 8-K dated January 10, 1997) 3.2 Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 of the Company's Report on Form 10-Q for the period ended September 30, 1996) *10.1 Employment Agreement effective January 1, 1993 between the Company and Harland C. Stonecipher (Incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1992) *10.2 Agreements between Shirley Stonecipher, New York Life Insurance Company and the Company regarding life insurance policy covering Harland C. Stonecipher (Incorporated by reference to Exhibit 10.21 of the Company's Annual Report on Form 10-K for the year ended December 31, 1985) *10.3 Amendment dated January 1, 1993 to Split Dollar Agreement between Shirley Stonecipher and the Company regarding life insurance policy covering Harland C. Stonecipher (Incorporated by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1992) *10.4 Form of New Business Generation Agreement Between the Company and Harland C. Stonecipher (Incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K for the year ended December 31, 1986) *10.5 Amendment to New Business Generation Agreement between the Company and Harland C. Stonecipher effective January, 1990 (Incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1992) *10.6 Stock Option Plan, as amended and restated effective December 12, 1995 (Incorporated by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995) *10.7 Demand Note of Wilburn L. Smith and Carol Smith dated December 11, 1992 in favor of the Company (Incorporated by reference to Exhibit 10.15 of the Company's Form SB-2 filed February 8, 1994) *10.8 Demand Note of Wilburn L. Smith and Carol Smith dated December 31, 1996 in favor of the Company (Incorporated by reference to Exhibit 10.8 of the Company's Form 10-K filed for the year ending December 31, 1997) *10.9 Security Agreement between the Company, Wilburn L. Smith and Carol Smith dated December 11, 1992 (Incorporated by reference to Exhibit 10.16 of the Company's Form SB-2 filed February 8, 1994) *10.10 Letter Agreements dated July 8, 1993 and March 7, 1994 between the Company and Wilburn L. Smith (Incorporated by reference to Exhibit 10.17 of the Company's Form 10-KSB filed for the year ending December 31, 1993) *10.11 Agreement and Plan of Reorganization dated as of September 23, 1998 between the Company and TPN, Inc. (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated October 2, 1998) *10.12 Stock Purchase Agreement dated as of October 5, 1998 between the Company and Pioneer Financial Services, Inc. (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated December 30, 1998) *10.13 Demand Note of Wilburn L. Smith dated October 8, 1998 in favor of the Company *10.14 Stock option agreement with David A. Savula dated February 6, 1998 *10.15 Stock option agreement with David A. Savula dated July 2, 1998 *10.16 Stock option agreement with David A. Savula dated July 2, 1998 +21.1 List of Subsidiaries of the Company +23.1 Consent of Deloitte & Touche LLP +23.2 Consent of Arthur Andersen LLP +23.3 Consent of Ernst & Young LLP ++23.4 Consent of Deloitte & Touche LLP relating to report concerning plan financial information included as part of Exhibit 99.1. +27.1 Financial Data Schedule ++99.1 Financial inforamtion relating to the Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan Trust, as required by Form 11-K for the fiscal year of the plan ended December 31, 1998. - -------------------- * Constitutes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report. + previously filed. ++ Filed herewith. EX-23.4 2 AUDITORS CONSENT EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-82144 on Form S-8 of our report dated May 13, 1999, on the financial statements of the Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust for the year ended December 31, 1998 appearing in this Amendment No. 1 on Form 10-K/A of Pre-Paid Legal Services, Inc. for the year ended December 31, 1998. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Tulsa, Oklahoma June 25, 1999 EX-99.1 3 ESOP FINANCIAL STATEMENTS EXHIBIT 99.1 Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust Financial Statements For the Years Ended December 31, 1998 and 1997, Supplemental Schedule as of December 31, 1998, and Independent Auditors' Report Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust Index to Financial Statements Independent Auditors' Report Financial Statements as of December 31, 1998 and 1997 and for the Years Then Ended: Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Financial Statements Supplemental Schedule as of December 31, 1998 Line 27A - Schedule of Assets Held for Investment Purposes Schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA not contained herein have been omitted because they are not applicable. INDEPENDENT AUDITORS' REPORT To the Trustees and Participants of the Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust We have audited the accompanying statements of net assets available for benefits of the Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1998 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 1998 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP Tulsa, Oklahoma May 13, 1999 Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust Statements of Net Assets Available for Benefits - -------------------------------------------------------------------------------- December 31, 1998 1997 ---- ---- Assets Investments, at fair value: Short-term investment fund (Cost approximates $ 158,282 $ 106,112 fair value) Pre-Paid Legal Services, Inc. common stock (Cost: 1998, $540,133; 1997, $395,649) 5,384,313 5,467,333 Participant-directed mutual funds 1,669,962 1,814,237 Receivables: Employer contribution 86,150 58,027 Participants' elective deferrals 2,809 1,593 ----------- ----------- Net assets available for benefits $ 7,301,516 $ 7,447,302 =========== =========== The accompanying notes are an integral part of these financial statements. Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust Statements of Changes in Net Assets Available for Benefits - -------------------------------------------------------------------------------- Year Ended December 31, 1998 1997 ---- ---- Additions to net assets: Net investment income: Net (depreciation) appreciation in fair value of investments $ (144,787) $ 2,940,655 Interest and dividend income 81,497 67,257 ---------- ----------- (63,290) 3,007,912 ---------- ----------- Contributions: Employer (Pre-Paid Legal Services, Inc. common stock) 86,150 58,027 Participants 152,941 94,835 ---------- ----------- 239,091 152,862 ---------- ----------- Total additions 175,801 3,160,774 ---------- ----------- Deductions from net assets: Benefits paid to participants 321,587 709,762 ---------- ----------- Net (decrease) increase in net assets (145,786) 2,451,012 Net assets available for benefits: Beginning of year 7,447,302 4,996,290 ----------- ----------- End of year $ 7,301,516 $ 7,447,302 =========== =========== The accompanying notes are an integral part of these financial statements. Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust Notes to Financial Statements Years Ended December 31, 1998 and 1997 - -------------------------------------------------------------------------------- 1. Formation of the Plan and Summary of Significant Accounting Policies The Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust (the "Plan") was established on January 1, 1988 for the benefit of the employees of Pre-Paid Legal Services, Inc. and its subsidiaries (the "Company"). The Plan is administered by a committee of two employees appointed by the Company (the "Committee"). The Committee also serves as the Plan's Trustee and Investment Manager. Participants who have attained the age of fifty-five (55) have the right to make an election to direct the Trustee as to the investment of their accounts. Such participants may elect to diversify up to one-hundred percent (100%) of their deferred compensation accounts and the vested portion of their Company Contribution Accounts in one or more "no load" mutual funds of any regulated investment company as defined by Section 851 of the Internal Revenue Code. Each Participant or Beneficiary shall have the sole right to vote shares of Company common stock allocated to such Participant's accounts. The right to vote such shares shall be exercised by directing the Committee as to manner in which such shares shall be voted. The following is a summary of the Plan's significant accounting policies: Basis of accounting The Plan's financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Investments Investments are presented at fair value as measured by market prices in active markets, including national securities exchanges. The cost of stock sold is determined on the basis of average cost. Actual cost is used as a basis for sales of all other investments. Investment transactions are recorded on a trade date basis. Under the terms of the Plan, the Committee acquires, holds and disposes of all cash and investments, including common and preferred stock of the Company, through a trust fund. Non-Cash Contributions Contributions of Company stock are recorded at fair value as determined by using the average closing price of Company stock as quoted on the American Stock Exchange for each day when the stock is traded during the twenty (20) day period immediately preceding the date of contribution. Expenses The Company elected to pay all of the Plan's administration expenses in 1998 and 1997 although it is not obligated to do so. Any expenses not paid by the Company would be paid by the Plan. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. 2. Plan Description The following brief description of the provisions of the Plan is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. General The Plan is a defined contribution plan covering certain employees of the Company and employees of affiliated companies which file a consolidated tax return with the Company. The plan year is January 1 to December 31. All employees at least 21 years of age are eligible to enroll in the Plan on January 1 or July 1 following the date the employee completes one year of service (1,000 hours) within twelve (12) consecutive months of their employment date. Participants contribute to the Plan on a pre-tax basis only. Types of contributions provided for in the Plan are: Discretionary Matching Company Contributions The Company may make discretionary contributions to the Plan for each plan year. The contributions may vary from year to year and shall be determined by written action of the Board of Directors of the Company. Contributions may be made only out of the Company's consolidated net profits before federal and state income taxes from the current or a preceding plan year. The Company's contribution may be paid to the Trustee either in cash, qualified employer securities or in other property. In 1998 and 1997 all Company contributions were made in qualified employer securities. The Discretionary Matching Company Contribution is an amount determined, in the sole discretion of the Company, and added to amounts forfeited by other participants, to match the following percentages of participants' deferred compensation contributions (up to a maximum of six percent (6%)) for the plan year. The Discretionary Matching Company Contribution is allocated at the end of each plan year to each participant's Company Contribution Account based on the following percentages: Years of Service On First Day Matching Of Plan Year Percentages 0 - 5 50% 6 - 10 75% 11 or more 100% Employee Deferred Compensation Contributions A participant may elect to defer a portion of his compensation in the form of a contribution to his deferred compensation account under the Plan. Subject to the limitations contained in the Plan, a participant may elect to defer any portion of his compensation. However, a participant may never defer more than the lesser of the Internal Revenue Service limitation ($10,000 in 1998 and $9,500 in 1997) in any plan year or a percentage of compensation greater than the maximum percentage of compensation determined annually by the Committee. Separate accounts are maintained for each participant in the Plan. When an election is made by the participant to defer part of his compensation, an Employee Deferred Compensation Account is established. Each participant will also have a Company Contribution Account consisting of matching and/or discretionary contributions made by the Company and a proportionate share of forfeitures. All amounts in the participant's accounts are placed in a trust fund and invested by the Trustee. The Trustee must invest the trust fund solely in the interest of and for the exclusive purpose of providing benefits to the participants and their beneficiaries while minimizing the expenses of administering the Plan. Under the terms of the Plan, all Company contributions and up to seventy-five percent (75%) of the participant's contributions may be invested in common stock of the Company or in preferred stock convertible into common stock of the Company at a conversion price which, as of the date of acquisition by the Plan, is reasonable. Such securities are termed qualified employer securities. Participants who have reached the age of fifty-five (55) may elect to diversify up to one-hundred percent (100%) of their Employee Deferred Compensation Accounts and the vested portion of their Company contribution accounts in one or more qualifying "no load" mutual funds. A participant will be entitled to his Employee Deferred Compensation Account at the normal retirement date (age fifty-nine and one-half (59 1/2)), or upon permanent disability, death, separation from employment, or in the case of hardship (as determined by the Committee). A participant will be entitled to the full amount credited to his Company Contribution Account at the normal retirement date, or upon permanent disability or death. If a participant terminates employment for any reason after he has completed at least one (1) year of service, he will be entitled to receive a portion or all of his account, depending on his years of service. The percentage of the Company Contribution Account to which a participant is entitled, and the percentage forfeited if a participant leaves the Company for reasons other than retirement, permanent disability or death prior to becoming fully vested, is computed according to the following formula: Vested Forfeited Years of Service Percentage Percentage Less than 1 0% 100% 1 but less than 2 20% 80% 2 but less than 3 40% 60% 3 but less than 4 60% 40% 4 but less than 5 80% 20% 5 or more 100% 0% A participant will always be fully vested in his Employee Deferred Compensation Account, regardless of his years of service. The Company may amend the Plan at any time to conform to the Internal Revenue Code, Treasury Regulations and rulings thereunder. The Company has the right to terminate the Plan at any time upon prior written notice to the Trustee and may direct the Trustee to liquidate the shares of participants in the trust fund. Upon termination or permanent suspension of contributions, the accounts of all participants affected thereby shall become nonforfeitable and shall be distributed within twenty-five (25) months of the termination. 3. Investments At December 31, 1998 and 1997, the Plan held 163,161 and 159,922 shares, respectively, of the Company's common stock. Other than the Company's common stock, investments of the Plan which represented five percent or more of the Plan's net assets available for benefits consisted of $926,217 and $873,399 in the Fidelity Cash Reserves Fund ($1 per unit) at December 31, 1998 and 1997, respectively. 4. Fund Information Benefits paid to participants and net investment income by fund are as follows for the years ended December 31, 1998 and 1997: 1998 1997 ---- ---- Benefits paid to participants: Company common stock $ 30,153 $ 696,477 Participant-directed mutual funds 269,741 - Short-term investment fund 21,693 13,285 ---------- ----------- Total $ 321,587 $ 709,762 ========== =========== Net investment (loss) income: Company common stock $ (183,365) $ 2,854,955 Participant-directed mutual funds 113,967 147,845 Short-term investment fund 6,108 5,112 ---------- ----------- Total $ (63,290) $ 3,007,912 ========== =========== During 1998 and 1997, qualifying participants elected to transfer approximately $11,499 and $713,174 respectively, into participant-directed mutual funds. 5. Tax Status A favorable determination letter dated June 22, 1993 was received from the Internal Revenue Service indicating that the Plan, as amended through December 17, 1991, qualifies under Section 401(a) of the Internal Revenue Code and is exempt from Federal income taxes under Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. However, the Company and the Committee believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Company and the Committee believe that the Plan continues to be qualified and no provision for income taxes has been included in the Plan's financial statements. 6. Distributions Former participants are entitled to receive distribution of the vested portion of their account balance sixty days after the plan year end. The former participants may request distribution of their accounts in the form of Company common stock or cash. The ability of the Plan to make distributions in cash depends, in part, on the cash available within the Plan to purchase the former participant's vested shares of the Company's common stock. Former participants who have elected to diversify all or a portion of their Plan accounts into qualified "no load" mutual fund investments will receive a distribution of mutual fund shares or cash. Distributions made in 1998 consisted of 1,150 shares of the Company's common stock and cash of $291,434. Distributions made in 1997 consisted of 25,363 shares of the Company's common stock and cash of $13,285. Former participants who terminated employment during 1998 and had not yet received distribution of their account at December 31, 1998 will receive distribution in 1999. The balance of the accounts of the former participants at December 31, 1998 included 4 vested shares of the Company's common stock and cash of $7,367. Former participants who terminated during 1997 received their distributions in 1997. Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan and Trust Line 27A - Schedule of Assets Held for Investment Purposes December 31, 1998 - -------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Description of Investment, Including Maturity Date, Identity of Issue, Rate of Interest, Borrower, Lessor Collateral, Par, or Current or Similar Party Maturity Value Cost Value - --- ------------------ -------------------------- ------ ---------- Corporate Common Stock: * Pre-Paid Legal Services, Inc. 165,992 shares $ 540,133 $5,384,313 ---------- ---------- Short-Term Funds American Funds U.S. Treasury Money Fund of America, 187,177 units 187,177 187,177 Donaldson, Lufkin & Cash Fund, Genrette Securities Corp 1,990 units 1,990 1,990 Federated Investors Automated Cash Management Trust SS, 332,628 units 332,628 332,628 Fidelity Investments Fidelity Cash Reserves Fund, 926,217 units 926,217 926,217 Merrill Lynch - Money Short-Term Investment Funds Fund, 158,282 units 158,282 158,282 Vanguard Group Windsor II Fund, 1,537 units 45,765 45,879 Morgan Stanley Dean Dividend Growth B, Witter 319 units 16,641 19,589 Morgan Stanley Dean Liquid Asset Fund, Witter 877 units 556 878 1,669,256 1,672,640 ----------- ---------- Long-Term Funds Morgan Stanley Dean Witter Index CD, 9/09/03 16,160 16,000 Morgan Stanley Dean Witter Index CD, 6/15/04 143,000 139,604 159,160 155,604 ---------- ---------- TOTAL INVESTMENTS $2,368,549 $7,212,557 ========== ========== * Party-in-interest -----END PRIVACY-ENHANCED MESSAGE-----