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 [No Fee Required]
For the fiscal year ended December 31, 2002
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 (of issuer): 1-5667
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Cabot Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Cabot Corporation
Two Seaport Lane, Suite 1300
Boston, Massachusetts 02210-2019
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statement of Net Assets Available for Plan Benefits, as of December 31,
2002 and 2001.
2. Statement of Changes in Net Assets Available for Plan Benefits, for the
year ended December 31, 2002.
3. Notes to Financial Statements.
4. Supplemental Schedule - Schedule of Assets (Held at Year-End).
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cabot Retirement Savings Plan
--------------------------------
(Name of Plan)
Date: June 27, 2003 /s/ John A. Shaw
------------------------------------
John A. Shaw
Executive Vice President and
Chief Financial Officer
2
CABOT RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
CABOT RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
--------------------------------------------------------------------------------
PAGE(S)
Financial Statements:
Report of Independent Auditors 2
Statements of Net Assets Available for Plan Benefits
as of December 31, 2002 and 2001 3-4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2002 5
Notes to Financial Statements 6-12
Supplemental Schedule*:
Schedule of Assets (Held at End of Year) 13
* Other supplemental schedules required by 29 CFR 2520.103-10 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
1
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator
of the Cabot Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Cabot Retirement Savings Plan (the "Plan") at December 31,
2002 and 2001, and the changes in net assets available for plan benefits for the
year ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America. 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 of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of the schedule
of assets (held at end of year) 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. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 6, 2003
2
CABOT RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002
--------------------------------------------------------------------------------
ALLOCATED UNALLOCATED TOTAL
ASSETS
Investments, at fair value $259,841,734 $126,931,967 $386,773,701
Participant loans receivable 2,408,886 - 2,408,886
Employer contribution receivable 1,281,276 - 1,281,276
Employee contributions receivable - - -
------------ ------------ ------------
Total assets $263,531,896 $126,931,967 $390,463,863
============ ============ ============
LIABILITIES
Current portion of notes payable $ - $ 2,944,048 $ 2,944,048
Long-term portion of notes payable - 47,525,971 47,525,971
------------ ------------ ------------
Total liabilities - 50,470,019 50,470,019
------------ ------------ ------------
Net assets available for plan benefits $263,531,896 $ 76,461,948 $339,993,844
============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
CABOT RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2001
--------------------------------------------------------------------------------
ALLOCATED UNALLOCATED TOTAL
ASSETS
Investments, at fair value $336,012,507 $186,484,059 $522,496,566
Participant loans receivable 2,368,458 - 2,368,458
Employer contribution receivable 338,935 - 338,935
Employee contributions receivable 1,125 1,125
------------ ------------ ------------
Total assets $338,721,025 $186,484,059 $525,205,084
============ ============ ============
LIABILITIES
Current portion of notes payable $ - $ 2,712,126 $ 2,712,126
Long-term portion of notes payable - 50,470,018 50,470,018
------------ ------------ ------------
Total liabilities - 53,182,144 53,182,144
------------ ------------ ------------
Net assets available for plan benefits $338,721,025 $133,301,915 $472,022,940
============ ============ ============
The accompanying notes are an integral part of these financial statements.
4
CABOT RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------------------
ALLOCATED UNALLOCATED TOTAL
ADDITIONS
Interest and dividend income $ 5,248,658 $ 2,678,171 $ 7,926,829
Net appreciation (depreciation) in fair
value of investments (75,194,881) (47,043,941) (122,238,822)
Share allocation of Cabot Corporation
common and preferred stock, at fair value 10,087,677 - 10,087,677
Employer contributions 3,186,645 1,939,408 5,126,053
Employee contributions 10,595,471 - 10,595,471
------------ ------------ -------------
Total additions (46,076,430) (42,426,362) (88,502,792)
------------ ------------ -------------
DEDUCTIONS
Benefits paid to participants (29,112,699) - (29,112,699)
Interest expense - (4,325,928) (4,325,928)
Share allocation of Cabot Corporation
common and preferred stock, at fair value - (10,087,677) (10,087,677)
------------ ------------ -------------
Total deductions (29,112,699) (14,413,605) (43,526,304)
------------ ------------ -------------
Net increase (75,189,129) (56,839,967) (132,029,096)
Net assets available for plan benefits:
Beginning of year 338,721,025 133,301,915 472,022,940
------------ ------------ -------------
End of year $263,531,896 $ 76,461,948 $ 339,993,844
============ ============ =============
The accompanying notes are an integral part of these financial statements.
5
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
Cabot Corporation (the Company) initially adopted the Cabot Corporation
Employee Stock Ownership Plan (the ESOP) in 1988. As of December 31, 2000,
the Cabot Retirement Incentive Savings Plan (the CRISP) and the Cabot
Employee Savings Plan (the CESP) were merged with and into the ESOP. The
combined amended and restated plan, a defined contribution plan, was
renamed the Cabot Retirement Savings Plan (the Plan). The Plan is subject
to the Employee Retirement Income Security Act of 1974 (ERISA).
The following brief description of the Plan is provided for general
information purpose only. A detailed description of the Plan is available
for inspection at principal locations of the Company.
ELIGIBILITY
All U.S. employees of the Company and its participating subsidiaries
(except certain temporary and leased employees) are eligible to participate
beginning on the later of the first day of employment or the date the
employee is included in an employee group which participates. Company
contributions, employee contributions and all earnings thereon are recorded
in accounts set up for all eligible participants and are reflected as
allocated assets in the statement of net assets available for plan
benefits.
EMPLOYEE CONTRIBUTIONS
The participant may make contributions by means of a salary reduction
arrangement to his or her account. Participants may elect to contribute,
through a payroll deduction, amounts ranging up to 15% of their U.S.
eligible compensation on a before-tax basis, an after-tax basis, or a
combination thereof, subject to certain limitations under the Internal
Revenue Code (the Code).
EMPLOYER CONTRIBUTIONS
In addition to any discretionary contributions, the Company's contribution
is primarily in the forms of (i) a matching contribution of shares in the
Cabot common stock fund or the Cabot preferred stock fund (the basic
employer match), and (ii) a Cabot preferred stock allocation. These
contributions are calculated and recorded on the last business day of the
calendar quarters.
Subject to certain collective bargaining agreements, the basic employer
match is equal to 75% of a participant's eligible before-tax and after-tax
contributions on up to 7.5% of the participant's eligible compensation.
The preferred stock allocation is comprised of a total quarterly allocation
of 742.574 shares of preferred stock. The allocation to each participant is
based on the value of Cabot preferred stock, the number of shares allocated
as dividends and total eligible compensation. In instances where a
participant allocation is less than 4% of eligible compensation, the
Company is required to remit a contribution to provide for 4% minimum
allocation. Subject to certain collective bargaining agreements,
participant allocations greater than 8% of eligible compensation are used
to fund the basic employer match. In the event that the total allocation
amount also exceeds the basic employer match, the surplus is contributed to
participants based on total eligible compensation. Subject to certain
bargaining agreements, the allocation is made to each participant's account
who is employed on that date or has retired, died or becomes totally and
permanently disabled during the quarter. Preferred stock which has not been
allocated to participants but held by the plan is reflected as unallocated
assets in the statement of net assets available for plan benefits.
6
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
In March 2001, the number of shares of preferred stock, including preferred
stock dividends, which are released for allocation to participants'
accounts changed to 742.574 shares from 750 shares. Also in March 2001, the
Plan received a cash contribution from the Company totaling $1.7 million.
The cash contribution was used to purchase Cabot common stock and was
recorded as a Company contribution to the Plan's unallocated investment
fund. The change in the number of shares released from allocation and the
cash contribution from the Company adjusted the value of the unallocated
assets held by the Plan to adequately secure the Plan's notes payable.
FUNDING POLICY
The total addition to each participant's account shall not exceed the
lesser of either 100% of the participant's U.S. compensation (as defined by
the Code) or $40,000.
INVESTMENTS
The employee's contribution will be allocated, at the employee's election,
to one or more of ten funds established for investment of Plan assets:
Vanguard Index Trust - 500 Portfolio (Vanguard 500 Portfolio), a growth and
income fund, invests in all of the stocks included in the Standard & Poor's
(S&P) 500 index in approximately the same proportions as they are
represented in the S&P 500 index; Vanguard Windsor II, also a growth and
income fund, is comprised of common stocks that the investment manager
believes are undervalued in the marketplace; Vanguard Wellington Fund, a
balanced fund, invests in bonds and stocks that, in the opinion of the
investment manager, provide relative stability of income and principal and
potential growth of capital and income, respectively; Vanguard Fixed Income
Securities Fund Short-Term Federal Portfolio (Vanguard Short-Term Federal
Portfolio), an income fund, that invests primarily in short-term U.S.
Government and agency securities with maturities from one to three years;
Vanguard Money Market Reserves-Federal Portfolio (Vanguard Federal
Portfolio) invests solely in securities with maturities of one year or less
issued by the U.S. Treasury and agencies of the U.S. Government; Vanguard
Explorer Fund invests primarily in common stocks of small companies that,
in the opinion of the investment manager, provide favorable prospects for
above-average growth in market value; Vanguard PRIMECAP Fund seeks
long-term growth of capital by investing principally in a portfolio of
common stocks; Vanguard International Growth Portfolio seeks to provide
long-term growth of capital and diversification overseas by investing in
the stock of companies located outside the United States; Vanguard Total
Bond Market Index Fund seeks a high level of interest income by investing
in a large sampling that matches key characteristics of the Lehman Brother
Aggregate Bond Index, which is a widely recognized measure of the entire
taxable U.S. bond market; and the Cabot Common Stock Fund, which invests
primarily in Cabot common stock.
The preferred stock allocations are recorded in the Cabot Preferred Stock
Fund, which invests primarily in Cabot preferred stock.
In addition, Plan participants have retained a stock dividend received
during 2000, and the earnings thereon, in the Cabot Microelectronics Common
Stock Fund, which invests primarily in Cabot Microelectronics common stock.
The Plan does not allow participants to contribute to the Cabot
Microelectronics Common Stock Fund.
7
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
VESTING
Each participant will at all times be 100% vested in his or her
contributions. Effective January 1, 2002, all salaried participants will be
vested in all company contributions and earnings thereon according to a
five-year vesting schedule, which is 20% upon completion of two years of
service, 40% upon completion of three years of service, 60% upon completion
of four years of service, and 100% upon completion of five years of
service. A participant's entire account balance becomes 100% vested and
payable, upon the participant's attainment of age 65, upon the
participant's early retirement (defined as age 55 with 10 years of service
to the company), disability or death. Union members of the Plan are subject
to their negotiated vesting schedules.
BENEFITS
The Plan requires, subject to certain collective bargaining agreements, all
participant benefits to be paid in the form of a lump sum distribution.
A participant may also withdraw up to 100% of before-tax contributions,
upon showing a financial hardship exists but only after the participant has
withdrawn all other vested benefits from the Plan and the maximum loan has
been made from the participant's account. Participants with after-tax
contributions may elect to withdraw these amounts at any time.
If a participant leaves the Company for any other reason before retirement
and his or her account balance is $5,000 or less, he or she will receive in
a lump sum distribution of the vested portion of his or her account
balance.
A participant may elect to defer payment of a benefit until April 1
following the year that the participant reaches age 70 1/2.
LOANS
Participants may obtain loans from the Plan in an amount not to exceed, in
the aggregate, the lesser of $50,000 or 50% of the total vested amounts in
the participant's account. Each loan must be paid in full within five years
through payroll deductions and is secured by the participant's remaining
account balance. Interest is charged at reasonable rates as determined by
the Benefits Committee of Cabot Corporation. Interest rates on outstanding
loans as of December 31, 2002 ranged from 6.75% to 10.91%.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan are prepared using the accrual method
of accounting.
USE OF 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 assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
8
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
RISK AND UNCERTAINTIES
The Plan allows for various investment options (as selected by the Plan
administrator) in any combination of stocks, bonds, fixed income
securities, mutual funds and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market and
credit risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes
could materially affect participants' account balances and the amounts
reported in the statements of net assets available for plan benefits.
INVESTMENT VALUATION
The preferred stock is valued by Duff and Phelps Capital Markets Co., an
independent appraiser. The value of the preferred stock depends primarily
on the Company's common stock value.
Investments in common stock traded on a national securities exchange are
valued at the last reported sale price on the last business day of the
year. Investments in commingled funds and mutual funds are valued at the
net asset value as of the end of the year. The short-term investment funds
are carried at cost which approximates market value. Participant loans are
valued at cost which approximates fair value.
INVESTMENT TRANSACTIONS
Purchases and sales of securities are reflected on a trade date basis. Gain
or loss on sales of securities is based on average cost.
Dividend income is reported on the ex-dividend date. Interest income is
recorded as earned on the accrual basis.
The Plan presents in the statement of changes in net assets the net
realized and unrealized appreciation (depreciation) in the fair value of
its investments which consists of realized gains or losses and unrealized
appreciation or (depreciation) on those investments.
BENEFIT PAYMENTS
Benefits are recorded when paid.
3. INVESTMENTS
The fair value of investments held by the Plan by general type are as
follows:
DECEMBER 31,
2002 2001
ALLOCATED UNALLOCATED ALLOCATED UNALLOCATED
Common stocks $ 52,086,367 $ - $ 80,886,558 $ -
Preferred stocks 90,392,994 126,931,967 120,802,530 186,484,059
Mutual funds 117,362,373 - 134,323,419 -
------------ ------------ ------------ ------------
$259,841,734 $126,931,967 $336,012,507 $186,484,059
============ ============ ============ ============
9
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The fair value of investments held by the Plan that exceed 5% or more of
net assets available for plan benefits as of December 31, 2002 and 2001 are
as follows:
DECEMBER 31,
2002 2001
ALLOCATED UNALLOCATED ALLOCATED UNALLOCATED
Vanguard Windsor II Fund $15,463,200 $ - $ 18,652,521 $ -
Vanguard Federal Money
Market Fund 16,461,950 - 18,905,020 -
Vanguard Wellington Fund 20,571,579 - 22,644,063 -
Cabot common stock fund 39,148,257 - 55,975,292 -
Cabot microelectronics
common stock fund 12,938,109 - 24,911,267 -
Cabot preferred stock fund 90,392,994 126,931,967 120,802,530 186,484,059
Vanguard 500 portfolio fund 29,539,841 - 37,616,280 -
The net appreciation (depreciation) in fair value of investments for the
years ended December 31, 2002 and 2001 was as follows:
2002 2001
Cabot preferred stock $ (77,738,106) $59,472,081
Cabot common stock (23,016,503) 8,852,941
Mutual fund (21,484,213) (6,327,046)
------------- -----------
Total $(122,238,822) $61,997,976
============= ===========
Each share of the preferred stock is convertible into shares of the
Company's common stock, subject to certain events and anti-dilution
adjustment provisions, and carries voting rights on an "as converted"
basis. The conversion rate for one share of preferred stock to common stock
was 146.3782 as of December 31, 2002 and 2001.
On or after November 19, 1991, the Company has the right to cause the
trustee to redeem preferred shares. Such shares shall be redeemed at their
redemption price, and may be redeemed by the Company for cash, shares of
the Company's common stock, or a combination thereof at the Company's
option. As of December 31, 2002, the redemption price is $1,000 per share.
In addition to the redemption price, any accrued and unpaid dividends will
become payable on the redemption date.
The issued shares of preferred stock are entitled to receive preferential
and cumulative quarterly dividends and rank as to dividends and liquidation
prior to the Company's Series A Junior Participating Preferred Stock and
common stock.
10
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4. NOTES PAYABLE
Long-term debt consisted of the following:
DECEMBER 31,
2002 2001
Note due 2013, 8.29% $50,470,019 $53,182,144
In November 1988, the Plan borrowed $75,000,000 from an institutional
lender in order to finance its purchase of 75,000 shares of the Company's
Series B ESOP Convertible Preferred Stock. This debt accrues interest at a
rate of 8.29% per annum, and is to be repaid in equal quarterly
installments with final payment due on December 31, 2013. This debt is
guaranteed by the assets in the unallocated fund and the Company.
The aggregate principal amounts of long-term debt due for the next five
fiscal years and thereafter are as follows:
YEAR ENDED DECEMBER 31,
2003 $ 2,944,048
2004 3,195,802
2005 3,469,084
2006 3,765,736
2007 4,087,755
Thereafter 33,007,594
5. DEBT SERVICE CONTRIBUTIONS
The Company contributes to the Plan on a quarterly basis the difference
between dividends earned on the leveraged preferred stock and the payment
due by the Plan to the lender.
6. FORFEITURES
Upon termination of a participant from the Plan before being fully vested,
the nonvested portion of the Company contributions is forfeited. The Plan
allows the Company to offset company contributions with participant
forfeitures. During 2002, the Company utilized $708,201, which represented
all available forfeitures to offset the Company match and service the
Plan's debt. As of December 31, 2002, participant forfeitures totaled
$9,853 and are recorded in the statement of net assets available for plan
benefits.
7. ADMINISTRATIVE EXPENSES
All administrative expenses associated with the operation of the Plan were
paid by the Company during the year ended December 31, 2002. However, under
the terms of the Plan, such costs may be charged to the Plan.
11
CABOT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
8. TAX STATUS
In a letter dated May 14, 2002, the Internal Revenue Service advised the
Company of its favorable determination with respect to the qualified status
of the Plan, as amended and restated, under the Code. The Plan is intended
to qualify as a profit sharing plan under section 401(a) of the Code that
contains a stock bonus feature constituting an employee stock ownership
plan under section 4975(e) of the Code. The plan administrator and counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no
provision for income tax has been accrued.
9. PLAN TERMINATION
The Plan was established with the intention that it will continue
indefinitely. However, the Company reserves the right to suspend its
contributions or to terminate the Plan at any time. In the event the Plan
is terminated, all participants become 100% vested and the assets of the
Plan, after payment of any expenses, taxes or proper charges of the
trustee, will be allocated in accordance with the provisions of ERISA.
10. PARTY-IN-INTEREST
The short-term investment fund consists of units of common and collective
trusts managed by State Street Bank. The Plan's investment options also
include certain mutual funds of The Vanguard Group. State Street Bank and
Vanguard Fiduciary Trust Company are the trustees of the Plan's assets and,
therefore, these transactions qualify as party-in-interest. In addition,
the Plan invests in common and preferred stock of the plan sponsor and
these transactions qualify as party-in-interest. Finally, the Plan provides
loans to certain participants which also qualify as party-in-interest
transactions.
12
CABOT RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
--------------------------------------------------------------------------------
CURRENT
DESCRIPTION OF INVESTMENT COST VALUE
Preferred stock of Cabot Corporation* $ 74,969,258 $ 217,324,961
Common stock of Cabot Corporation* 28,279,763 39,148,257
Common stock of Cabot Microelectronic Corporation 13,123,793 12,938,109
Vanguard 500 Portfolio Fund* 39,910,281 29,539,841
Vanguard Explorer Fund* 8,598,656 6,963,784
Vanguard Federal Portfolio Fund* 16,461,950 16,461,950
Vanguard International Growth Portfolio Fund* 3,004,569 2,271,740
Vanguard PRIMECAP Fund* 17,617,734 12,969,770
Vanguard Short-term Federal Portfolio* 9,276,647 9,497,092
Vanguard Total Bond Market Index Fund* 3,561,008 3,623,418
Vanguard Wellington Fund* 23,530,602 20,571,579
Vanguard Windsor II Fund* 19,566,707 15,463,200
Participant Loans - stated interest rates ranging
from 6.75% - 10.91%* 2,408,886 2,408,886
------------ ------------
Total investments $260,309,854 $389,182,587
============ ============
*Party-in-interest
13
Exhibit Index
Exhibit Number
--------------
Exhibit 23 -- Consent of Independent Accountants.
Exhibit 99.1 -- Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.