11-K 1 d11k.htm FORM 11-K Form 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Plan year ended December 31, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from              to             

Commission File Number 1-3523

 

 

 

A. Full title of the plan and the address of plan, if different from that of the issuer named below:

WESTAR ENERGY, INC.

EMPLOYEES’ 401(k) SAVINGS PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WESTAR ENERGY, INC.

818 South Kansas Avenue

Topeka, Kansas 66612

 

 

 


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Westar Energy, Inc.

Employees’ 401(k) Savings Plan

Financial Statements as of December 31, 2007 and 2006 and for

the Year Ended December 31, 2007, Supplemental

Schedule as of December 31, 2007, and Report of Independent

Registered Public Accounting Firm


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WESTAR ENERGY, INC. EMPLOYEES’ 401(k) SAVINGS PLAN

TABLE OF CONTENTS

 

 

     Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   1

FINANCIAL STATEMENTS:

  

Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006

   2

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007

   3

Notes to Financial Statements as of December 31, 2007 and 2006, and for the Year Ended December 31, 2007

   4-9

SUPPLEMENTAL SCHEDULE:

  

Form 5500, Schedule H, Part IV, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2007

   10

All other schedules required by section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and the Investment and Benefits Committee of

Westar Energy, Inc. Employees’ 401(k) Savings Plan:

We have audited the accompanying statements of net assets available for benefits of Westar Energy, Inc. Employees’ 401(k) Savings Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the table of contents 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 supplemental schedule is the responsibility of the Plan’s management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 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.

/s/ DELOITTE & TOUCHE LLP

Kansas City, Missouri

June 24, 2008

 

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WESTAR ENERGY, INC.

EMPLOYEES’ 401(k) SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2007 AND 2006

 

 

 

     2007     2006

ASSETS

    

Investments at fair value (see Note 3):

    

Mutual Funds

   $ 312,814,172     $ 282,826,657

Vanguard Retirement Savings Trust Fund

     46,392,832       49,433,952

Westar Energy Common Stock Fund

     36,232,789       44,366,553

Loan Fund

     9,721,875       9,310,596
              

Total Investments

     405,161,668       385,937,758
              

Other receivables:

    

ERISA settlement (see Note 7)

     —         6,425,171

Class action settlement (see Note 8)

     —         334,173

Interest and dividends receivable

     687,319       430,412
              

Total Other Receivables

     687,319       7,189,756
              

Total Assets

     405,848,987       393,127,514
              

LIABILITIES

    

Accrued expenses

     161,798       24,657
              

Total Liabilities

     161,798       24,657
              

NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE

     405,687,189       393,102,857

Adjustment from fair value to contract value for fully benefit-responsive investment contracts (see Note 2)

     (351,030 )     475,686
              

NET ASSETS AVAILABLE FOR BENEFITS

   $ 405,336,159     $ 393,578,543
              

The accompanying notes are an integral part of these financial statements.

 

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WESTAR ENERGY, INC.

EMPLOYEES’ 401(k) SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2007

 

 

 

ADDITIONS TO NET ASSETS

  

Investment income (loss):

  

Interest and dividend income

   $ 23,447,829  

Net depreciation in fair value of investments

     (4,437,728 )
        

Total Investment Income

     19,010,101  
        

Contributions:

  

Employer

     5,641,611  

Participant

     14,441,342  

Rollover

     1,041,844  
        

Total Contributions

     21,124,797  
        

Other Additions

     29,706  
        

Total Additions

     40,164,604  
        

DEDUCTIONS FROM NET ASSETS

  

Benefits paid to participants

     28,377,395  

Administrative expenses

     29,593  
        

Total Deductions

     28,406,988  
        

INCREASE IN NET ASSETS

     11,757,616  

NET ASSETS AVAILABLE FOR BENEFITS

  

Beginning of Year

     393,578,543  
        

End of Year

   $ 405,336,159  
        

The accompanying notes are an integral part of these financial statements.

 

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WESTAR ENERGY, INC. EMPLOYEES’ 401(K) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 AND 2006,

AND FOR THE YEAR ENDED DECEMBER 31, 2007

 

 

1. NATURE OF OPERATIONS

The following description of the Westar Energy, Inc. (the “Company”) Employees’ 401(k) Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Document for more complete information.

General – The Plan is a defined contribution plan, designed to provide benefits for eligible employees of the Company upon retirement or earlier termination of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Eligibility – An employee becomes eligible to participate in the Plan as of the first day of the calendar month following commencement of active employment or re-employment and/or as specified within the Plan Document. Participants are eligible for the Company matching contribution following the completion of one year of service, as defined by the Plan.

Contributions – Participants of the Plan may contribute between 1 to 50 percent of earnings as defined by the Plan. All employees who are eligible to make elective deferrals under the Plan and have attained age 50, are eligible to make catch-up contributions in accordance with the Plan Document. Effective January 1, 2007, in addition to or instead of pretax contributions, participants can elect to make Roth elective deferrals. In addition to or instead of pretax and/or Roth contributions, participants can elect to make after-tax contributions of between 1 percent and 4 percent of earnings, as defined by the Plan. Participants may also contribute amounts representing distributions from other qualified employee benefits plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers nine mutual funds, a common/collective trust fund and a Company stock fund as investment options for participants. Contributions up to the first 6 percent of a participant’s earnings, as defined by the Plan, are matched 75 percent by the Company. The Company matching contribution may be made in either cash or in Company common stock, generally at the option of the Company. Participants are fully vested in all contributions and earnings thereon. Contributions are subject to certain limitations. Active participants are allowed to make additional contributions each quarter to meet the maximum contribution percentage. These contributions are considered in determining matching employer contributions. Company matching contributions are suspended for a period of six months in the event that a participant withdrew money from their after-tax account and/or the Company match account. Company matching contributions are also suspended in the event a participant received a hardship withdrawal.

Payment of Benefits – Benefits are recorded when paid. Upon retirement, death, disability or termination of employment, all vested balances are paid to the participant or the participant’s beneficiaries in accordance with Plan terms.

 

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Participant Accounts – A separate account is maintained for each participant. Allocations to participant accounts for employer and employee contributions are made when the contributions are received by the trustee. Allocations to participant accounts for the net of interest, dividends, realized and unrealized changes in investment gains and losses and Plan expenses are made when such amounts are earned or incurred.

Loans to Participants – Participants are permitted to borrow a specified portion of the balance in their individual account. Loan interest rates and terms are established by the Investment and Benefits Committee. Loans are evidenced by promissory notes payable to the Plan over one to five years for general purpose loans and up to 30 years for principal residence loans.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting – The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Sponsor’s management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

Risks and Uncertainties – The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. There is a concentration of investments in Company common stock and there is a possibility that changes in the value of Company common stock could occur and affect the amounts reported in the statements of net assets available for benefits.

Administrative Expenses – All administrative expenses of the Plan were paid by the Company with the exception of loan administrative charges, which were paid by the participants. The Company has no continuing obligation to pay these expenses.

Investment Valuation and Income Recognition – The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. The Company common stock fund is valued at its year-end unit closing price (comprised of year end market price plus uninvested cash). The investment in the common/collective trust fund is stated at fair value as determined by the issuer of the common/collective trust fund based on the fair market value of the underlying investments. The common/collective trust fund has underlying investments in investment contracts and is valued at the fair market value of the underlying investments and then adjusted by the issuer to contract value. Participant loans are valued at the outstanding loan balances. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

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The Vanguard Retirement Savings Trust Fund (the “Trust”) provides for the collective investment of assets of tax-exempt pension and profit sharing plans. The Trust invests solely in VRST Master Trust. The underlying investments of VRST Master Trust are primarily in a pool of investment contracts that are issued by insurance companies and commercial banks and in contracts that are backed by high-quality bonds, bond trusts, and bond mutual funds. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.

In accordance with Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), the statements of net assets available for benefits presents the common/collective trust fund with underlying investments in investment contracts at fair value, as well as an additional line item showing an adjustment of fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis and is not affected by the FSP.

Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Unit Values – Individual participant accounts invested in the Company common stock fund and the common/collective trust fund are maintained on a unit value basis. Participants do not have beneficial ownership in specific underlying securities or other assets in the fund, but have an interest therein represented by units valued as of the last business day of the period. This fund earns dividends and interest that are automatically reinvested in additional units. Generally, contributions to and withdrawal payments from this fund are converted to units by dividing the amounts of such transactions by the unit values as last determined, and the participants’ accounts are charged or credited with the number of units properly attributable to each participant.

Company Common Stock FundEffective January 1, 2003, the portion of the Plan consisting of the Company stock fund is designated as a stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code (“IRC”) and an employee stock ownership plan within the meaning of Section 4975(e)(7) of the IRC. Such portion of the Plan is referred to as the “ESOP”. The ESOP was not implemented until September 18, 2003. The ESOP is designed to invest primarily in common stock of the Company or other qualifying employer securities as defined in Section 4975(e)(8) of the IRC. With respect to dividends paid on Company common stock allocated on the record date of the applicable dividend to a participant’s account under the ESOP, the participant shall have the right to elect that either the dividend be paid directly in cash or be paid to the participant’s account under the ESOP and invested in Company common stock in the Company stock fund. Dividends paid from the ESOP to participants were $158,179 in 2007 and $151,812 in 2006.

 

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New Accounting Pronouncements – In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 17, 2007. Plan management is currently evaluating the effect that this statement will have on the Plan’s financial statements, but does not believe that it will have a material effect on the statements of net assets available for benefits and changes in net assets available for benefits.

 

3. INVESTMENTS

The Plan’s investments that represented 5 percent or more of the Plan’s net assets available for benefits as of December 31, 2007 and 2006, are as follows:

 

     2007    2006

Vanguard Windsor Fund

   $ 71,706,245    $ 86,176,234

Vanguard 500 Index Signal Fund

     60,047,851   

Vanguard PRIMECAP Fund

     56,909,802      54,433,479

Vanguard Retirement Savings Trust Fund

     46,392,832      49,433,952

Westar Energy Common Stock Fund

     36,232,789      44,366,553

Vanguard Wellington Fund

     32,032,076      28,458,773

Vanguard Total International Stock Index Fund

     29,839,297   

Vanguard 500 Index Fund

        56,555,455

During 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $4,437,728 as follows:

 

Mutual Funds

   $ (4,439,318 )

Westar Energy Common Stock Fund

     1,590  
        
   $ (4,437,728 )
        

 

4. FEDERAL INCOME TAX STATUS

The Plan obtained its latest determination letter on July 9, 2004, in which the Internal Revenue Service stated the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The plan has been amended since receiving the determination letter. The plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes is included in these financial statements.

 

5. PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

 

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6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

The Plan invests in shares of mutual funds and a common/collective trust fund managed by Vanguard. Vanguard Fiduciary Trust Company is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Also, the Company common stock fund includes transactions that also qualify as party-in-interest transactions.

 

7. ERISA SETTLEMENT

The Company and certain of its present and former officers and employees were defendants in a consolidated purported class action lawsuit filed in the United States District Court in Topeka, Kansas, “In Re Westar Energy ERISA Litigation, Master File No. 03-4032-JAR.” The lawsuit was brought on behalf of participants in, and beneficiaries of the Plan between July 1, 1998 and January 1, 2003. On January 31, 2006, the Company reached an agreement in principle with the plaintiffs to settle this lawsuit for $9.25 million, to be paid by the Company’s insurance carrier. The full terms of the proposed settlement are set forth in a Class Action Settlement Agreement dated March 23, 2006 filed with the court. On July 27, 2006, the court issued an order that approved the proposed settlement, approved plaintiffs’ attorneys’ fees and litigation expenses totaling $2.9 million to be paid from the settlement fund, and directed the parties to consummate the settlement in accordance with the settlement agreement.

In January 2007, a contribution of $6,425,171 was made to the Plan as a result of the ERISA class action settlement. The portion of this settlement allocated to each Plan participant, with the exception of excluded class members, was calculated by Vanguard pursuant to the Plan of Allocation that was approved by the court. The Plan of Allocation took into account the value of a participant’s investments in the Westar Energy common stock fund at the beginning of the class period, the amount of any purchases in the Westar Energy common stock fund during the class period, and the value of a participant’s investment in the Westar Energy common stock fund at the end of the class period. The participant’s applicable portion of the settlement was deposited into the participant’s account inside the Plan and invested in the Vanguard Prime Money Market Fund.

 

8. CLASS ACTION SETTLEMENT

The Company and certain of its present and former officers and employees were defendants in a consolidated purported class action lawsuit filed in the United States District Court in Topeka, Kansas, “In Re Westar Energy, Inc. Securities Litigation,” Master File No. 5:03-CV-4003 and related cases. The lawsuit was brought on behalf of investors who, during the period between and including March 29, 2000 and November 8, 2002, purchased Westar Energy, Inc. common stock on the open market and who suffered damages thereby. In early April 2005, the Company reached an agreement with the plaintiffs to settle this lawsuit for $30 million. The full terms of the proposed settlement are set forth in a Stipulation and Agreement of Compromise, Settlement and Release dated as of May 31, 2005 filed with the court. On September 1, 2005, the court approved the proposed settlement and directed the parties to consummate the settlement in accordance with the stipulation.

 

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Vanguard Fiduciary Trust Company, as trustee for the Plan, was a plaintiff class member in this class action lawsuit because the Plan purchased Westar Energy, Inc. common stock during the class period on behalf of Plan participants with investments in the Westar Energy common stock fund. In January 2007, a contribution of $334,173, net of applicable expenses, was made to the Plan as a result of the class action settlement. This contribution was allocated by Vanguard to Plan participants, with the exception of the excluded class members, with investments in the Westar Energy common stock fund during the class period. The participant’s applicable portion of the settlement was deposited into the participant’s account inside the Plan on May 25, 2007 and invested in the Vanguard Prime Money Market Fund.

 

9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to amounts reflected in the Form 5500 as filed by the Company with the Employee Benefit Security Administration as of December 31, 2007 and 2006.

 

     2007    2006  

Net assets available for benefits per the financial statements

   $ 405,336,159    $ 393,578,543  

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

     351,030      (475,686 )
               

Net assets available for benefits per the Form 5500

   $ 405,687,189    $ 393,102,857  
               

The following is a reconciliation of the increase in net assets per the financial statements to amounts reflected in the Form 5500 as filed by the Company with the Employee Benefit Security Administration for the year ended December 31, 2007.

 

     2007

Increase in net assets per the financial statements

   $ 11,757,616

Change in fair market value for fully benefit-responsive investment contracts

     826,716
      

Increase in net assets per the Form 5500

   $ 12,584,332
      

 

10. SUBSEQUENT EVENTS

Effective January 2, 2008 the Plan will not allow additional contribution, transfer, or rollover of monies into the Company stock fund if the value of the participant’s investment in the Company stock fund equals or exceeds 15% of the participant’s account. Any contribution directed to the Company stock fund will instead be invested into the Plan’s default fund.

Effective September 1, 2008 the following funds will be added as investment options to the Plan: Vanguard Target Retirement Fund – Income, Vanguard Target Retirement Fund – 2005, Vanguard Target Retirement Fund – 2010, Vanguard Target Retirement Fund – 2015, Vanguard Target Retirement Fund – 2020, Vanguard Target Retirement Fund – 2025, Vanguard Target Retirement Fund – 2030, Vanguard Target Retirement Fund – 2035, Vanguard Target Retirement Fund – 2040, Vanguard Target Retirement Fund – 2045, Vanguard Target Retirement Fund – 2050.

* * * * * *

 

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WESTAR ENERGY, INC. EMPLOYEES’ 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4(i)—SCHEDULE OF ASSETS (HELD AT THE END OF YEAR) DECEMBER 31, 2007

 

   

Identity of Issuer, Borrower, Lessor, or Similar Party

  

Description of Investment

   Shares/Units    Cost    Current Value

*

  Vanguard Windsor Fund    Mutual Fund    4,564,370    **    $ 71,706,245

*

  Vanguard 500 Index Signal Fund    Mutual Fund    537,870    **      60,047,851

*

  Vanguard PRIMECAP Fund    Mutual Fund    789,865    **      56,909,802

*

  Vanguard Wellington Fund    Mutual Fund    981,977    **      32,032,076

*

  Vanguard Total International Stock Index Fund    Mutual Fund    1,500,216    **      29,839,297

*

  Vanguard Mid-Cap Index Fund    Mutual Fund    912,614    **      18,891,103

*

  Vanguard Total Bond Market Index Fund    Mutual Fund    1,822,560    **      18,517,206

*

  Vanguard Prime Money Market Fund    Mutual Fund    14,361,834    **      14,361,834

*

  Vanguard Small-Cap Index Fund    Mutual Fund    322,552    **      10,508,758
                 
 

Total Mutual Funds

              312,814,172
                 

*

  Vanguard Retirement Savings Trust Fund    Common/Collective Trust Fund    46,041,802    **      46,392,832

*

  Westar Energy Common Stock Fund    Company Stock Fund    2,605,282    **      36,232,789

*

  Loan Fund    Various participants, interest rates ranging from 5% to 14%, maturities through August 6, 2037.       **      9,721,875
                 
 

Total Investments

            $ 405,161,668
                 

 

* Represents a party-in-interest to the Plan.
** Cost information is not required for participant-directed investments and, therefore, is not included

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Investment and Benefits Committee for the Westar Energy, Inc. Employees’ 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTAR ENERGY, INC.

By:

 

Signature

  

Title

 

Date

/s/ Mark A. Ruelle

   Chairman   June 27, 2008
Mark A. Ruelle     

/s/ Greg A. Greenwood

   Member   June 27, 2008
Greg A. Greenwood     

/s/ Anthony D. Somma

   Member   June 27, 2008
Anthony D. Somma     

/s/ Bruce A. Akin

   Member   June 27, 2008
Bruce A. Akin     

/s/ Kelly B. Harrison

   Member   June 27, 2008
Kelly B. Harrison