1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
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 No. 1-13783
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
INTEGRATED ELECTRICAL SERVICES, INC.
401(k) RETIREMENT SAVINGS PLAN
1800 West Loop South, Suite 500
Houston, Texas 77027
B. Name and issuer of the securities held pursuant to the plan and the
address of its principal executive office:
INTEGRATED ELECTRICAL SERVICES, INC.
1800 West Loop South, Suite 500
Houston, Texas 77027
2
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan administrator has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: June 28, 2001
INTEGRATED ELECTRICAL SERVICES, INC.
401(k) RETIREMENT SAVINGS PLAN
By: /s/ Margery M. Harris
--------------------------------------
Sr. Vice President - Human Resources
and Administrative and a member of
the Administrative Committee
3
INTEGRATED ELECTRICAL SERVICES, INC.
401(k) RETIREMENT SAVINGS PLAN
Financial Statements
As of December 31, 2000
Together With Auditors' Report
4
Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan
TABLE OF CONTENTS
Report of Independent Public Accountants................................................................................2
Financial Statements-
Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999.....................................3
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2000.......................4
Notes to Financial Statements...........................................................................................5
Supplemental Schedules-
Schedule I--Schedule of Assets (Held at End of Year) as of December 31, 2000........................................10
Schedule II--Schedule of Nonexempt Transactions for the Year Ended December 31, 2000................................11
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Integrated Electrical Services, Inc.
401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan (the
Plan) as of December 31, 2000 and 1999, and the related statement of changes in
net assets available for benefits for the year ended December 31, 2000. These
financial statements and the supplemental schedules referred to below are the
responsibility of the Administrative Committee. Our responsibility is to express
an opinion on these financial statements and supplemental schedules based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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. 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 the Administrative Committee, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) as of December 31, 2000, and nonexempt transactions for
the year ended December 31, 2000, are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
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. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 28, 2001
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6
Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
2000 1999
-------------- -------------
ASSETS:
Investments, at fair value $ 92,068,928 $ 59,646,766
Accrued income 38,545 24,642
Contributions receivable-
Employee 249,445 873,764
Employer 46,874 165,948
Cash, noninterest-bearing 354,524 -
------------- -------------
Total assets 92,758,316 60,711,120
LIABILITIES:
Accrued liabilities 349,281 41,851
Excess contributions payable - 270,574
------------- -------------
Total liabilities 349,281 312,425
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 92,409,035 $ 60,398,695
============= =============
The accompanying notes are an integral part of these financial statements.
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Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest and dividend income $ 6,272,135
Contributions-
Employee 17,606,168
Employer 3,094,416
Rollovers 707,984
--------------
21,408,568
Transfers from other plans (Note 4) 21,613,046
--------------
Total additions 49,293,749
--------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals 6,389,680
Net depreciation in fair value of investments 10,631,838
Administrative expenses 261,891
--------------
Total deductions 17,283,409
--------------
Net increase 32,010,340
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 60,398,695
--------------
End of year $ 92,409,035
=============
The accompanying notes are an integral part of this financial statement.
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INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
The following description of the Integrated Electrical Services, Inc. 401(k)
Retirement Savings Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan document for more complete
information about the Plan's provisions.
General
The Plan is a defined contribution plan established by Integrated Electrical
Services, Inc. (the Company), on January 1, 1999. The Plan was established under
the provisions of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the Code), which includes a qualified deferred arrangement as described
in Section 401(k) of the Code, for the benefit of eligible employees of the
Company. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
The Company, as Plan administrator, established an administrative committee (the
Administrative Committee). The Administrative Committee is responsible for the
general administration of the Plan. The Administrative Committee is given all
powers necessary to enable it to carry out its duties including, but not limited
to, the power to interpret the Plan.
Trustee
American Industries Trust Company (the Trustee), a subsidiary of Hand Benefits &
Trust, Inc., is the trustee of the Plan.
Trustee fees and administrative costs, excluding participant loan fees, incurred
during 2000 were paid either by the Plan or through unallocated forfeitures
within the Plan unless the Company elected to pay such expenses on behalf of the
Plan. Participant loan fees were paid by the participants requesting the loan.
Eligibility
All employees, excluding members of a collective bargaining unit, nonresident
aliens, leased employees and employees of an affiliate of the Company that has
not adopted the Plan, are eligible to participate in the Plan on January 1,
April 1, July 1 or October 1 immediately following the later of the date on
which he or she completes six months of service or attains age 21.
Rollovers
Participants may contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans.
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9
INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Contributions
Eligible employees may contribute, on a pretax basis, an amount up to 20 percent
of their compensation, as defined.
The Company will make matching contributions based on a percentage, if any, as
determined each Plan year by the Company. During 2000, the Company made matching
contributions equal to 25 percent of the first 6 percent of each participant's
contribution.
The Plan allows the Company to make a "true-up" matching contribution at its
sole discretion at the end of a Plan year for eligible participants in an amount
which, when aggregated with the Company contributions made during the year, will
produce aggregate matching contributions equal to the percentage established by
the Company.
Participant Accounts
Each participant's account is credited with the participant's contributions, the
Company's matching contributions and the participant's share of earnings, losses
and any appreciation or depreciation of the funds invested. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's account.
Loans
Participants may borrow from their before-tax contribution accounts a minimum of
$1,000 to a maximum equal to the lesser of (a) $50,000 minus any outstanding
loan balance(s) in the last 12 months or (b) 50 percent of their vested account
balances. No more than one loan is allowed per account at any given time.
Interest rates are established by the Administrative Committee. Loans must be
repaid within five years. Principal and interest are repaid through after-tax
payroll deductions.
Investment Options
The Plan allows for participant transactions on any January 1, April 1, July 1
and October 1 with respect to (a) the transfer of funds from one investment
alternative to another, (b) changes in the contribution level and (c) changes in
the investment of new contributions. Participants may cease their deferrals at
the beginning of any payroll period with proper notice. The Plan provides for
contributions to be invested by the Trustee among the Company's common stock,
five mutual funds and five common/collective trust funds in accordance with
participant investment elections and the provisions of the trust agreement.
The Trustee utilizes a short-term investment account to invest assets of the
Plan pending investment into the directed funds.
Vesting
Participants are 100 percent vested in their contributions, rollover
contributions and earnings thereon. Participants vest in their Company matching
contributions, and earnings thereon, as follows:
Vested
Completed Years of Service Percentage
-------------------------- ----------
Less than 3 0%
3 or more 100
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INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Forfeitures
Forfeitures result from termination of employment before full vesting has
occurred. Forfeitures are first used to pay the Plan's ordinary and necessary
administrative expenses. Remaining forfeitures are used to reduce the Company
matching contributions.
Withdrawals
Once age 59-1/2 is attained, a participant may withdraw some or all of the
vested amounts in his or her account. If the participant is younger than 59-1/2,
he or she may withdraw some or all of the vested amounts in his or her account,
excluding earnings thereon, only in the event of financial hardship. Upon
retirement, termination of employment, death or permanent disability,
participants or their beneficiaries may choose among monthly installments, a
life annuity, a joint and 50 percent or 100 percent survivor annuity, a life
annuity with a guaranteed payment period of five, 10, 15 or 20 years or a lump
sum equal to the vested value of their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Trustee provides statements, prepared on a cash basis of accounting, to the
Company. Adjustments have been made to convert the statements to an accrual
basis for reporting purposes. Withdrawals are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
Investment Valuation and
Gains (Losses) on Investments
Investments are reported at market value. Mutual funds and the Company's common
stock are valued based upon quoted market prices. The common/collective trust
funds are valued at fair value based upon the market value of the underlying
assets. The American Industries Composite Employee Benefit Trust - Short-Term
Income Fund (the Short-Term Income Fund) is a fully benefit-responsive
common/collective trust fund investing in short-term debt instruments, including
guaranteed investment contracts. The investments of the Short-Term Income Fund
are stated at amortized cost which approximates fair value. Participant loans
are valued at cost, which approximates fair value. Realized gains (losses) on
the sale of investments and unrealized appreciation (depreciation) in the market
value of investments are shown as net appreciation (depreciation) in market
value of investments in the statement of changes in net assets available for
benefits.
Purchase and sales of securities are recorded on a trade-date basis. Dividends
are recorded on the ex-dividend date.
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11
INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
3. INVESTMENTS:
The following table presents investments that represent 5 percent or more of the
Plan's net assets for December 31, 2000 and 1999:
2000-
American Growth Fund of America $ 18,504,237
American Industries Composite Employee Benefit Trust-
Benefit Trust Equity Index 500 Fund 11,881,014
Short-Term Income Fund 7,735,998
SMART Aggressive Fund 4,827,056
SMART Moderate Fund 5,444,258
Investment Company of America 5,258,071
Janus Worldwide Fund 14,296,146
MFS Capital Opportunities Fund 11,306,399
1999-
American Growth Fund of America 9,939,496
American Industries Composite Employee Benefit Trust-
Benefit Trust Equity Index 500 Fund 9,172,467
Short-Term Income Fund 4,896,189
SMART Aggressive Fund 3,214,384
SMART Moderate Fund 3,781,500
Fidelity Advisor Equity Income Fund 3,446,056
Janus Worldwide Fund 9,207,173
MFS Capital Opportunities Fund 6,554,785
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value as
follows:
Common/collective trust funds $ (1,100,885)
Mutual funds (8,662,194)
Common stock (868,759)
--------------
$ (10,631,838)
4. TRANSFERS FROM OTHER PLANS:
During 2000, account balances of employees of various acquired companies who had
participated in plans sponsored by the acquired companies were transferred to
the Plan. Transfers from the acquired companies' plans totaled $21,613,046.
5. RISKS AND UNCERTANTIES:
The Plan provides for various investments in common/collective funds, mutual
funds and the Company's common stock. Investment securities, in general, are
exposed to various risks, such as interest rate, credit and overall market
volatility risks. 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.
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12
INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
6. TAX STATUS:
The Plan has not received a determination from the Internal Revenue Service
stating that the Plan is designed in accordance with the applicable sections of
the Code. However, the Administrative Committee believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code and that the Plan was qualified and the related trust
was tax-exempt as of December 31, 2000 and 1999.
7. PRIORITIES UPON TERMINATION:
Under the terms of the Plan, the Company has the right at any time to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become fully vested in the balance of their accounts. The
Trustee would then commence distribution as directed by the Administrative
Committee.
8. RELATED-PARTY TRANSACTIONS:
Certain Plan investments are units of common/collective trust funds managed and
distributed by American Industries Trust Company. American Industries Trust
Company is the Trustee for the Plan; therefore, these transactions qualify as
party-in-interest transactions. In addition, the Plan provides for investment in
Company common stock and participant loans, which also qualify as
party-in-interest transactions.
9. NONEXEMPT TRANSACTIONS:
As reported on Schedule II, certain Plan contributions were not remitted to the
trust within the time frame specified by the Department of Labor's Regulation 29
CFR 2510.3-102, thus constituting nonexempt transactions between the Plan and
the Company for the year ended December 31, 2000.
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SCHEDULE I
INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2000
Principal
Amount
or Number Current
Identity of Issue/Description of Investment of Shares Cost Value
------------------------------------------- ------------- ---- ----------
American Growth Fund of America 683,317 (a) $ 18,504,237
American Industries Composite Employee Benefit Trust-
Benefit Trust Equity Index 500 Fund* 853,352 (a) 11,881,014
Short-Term Income Fund* 7,735,998 (a) 7,735,998
SMART Aggressive Fund* 385,362 (a) 4,827,056
SMART Conservative Fund* 189,755 (a) 2,310,423
SMART Moderate Fund* 432,036 (a) 5,444,258
Fidelity Advisor Government Investment Portfolio 441,874 (a) 4,272,924
Fidelity Money Market Fund 70 (a) 70
Integrated Electrical Services, Inc., common stock* 505,360 (a) 3,000,828
Investment Company of America 169,288 5,258,071
Janus Worldwide Fund 251,427 (a) 14,296,146
MFS Capital Opportunities Fund 631,995 (a) 11,306,399
Nationwide Life Insurance Company Fixed Fund 338,462 (a) 338,462
Interest-bearing cash $ 17,942 (a) 17,942
Participant loans* (interest rates ranging from 4.0% to 12.0%) $ 2,875,100 (a) 2,875,100
--------------
Total assets $ 92,068,928
==============
*Identified party in interest.
(a)Cost omitted for participant-directed investments.
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SCHEDULE II
INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
--------------------- -------------- ---------------------------------------------------- ------------- ----------
Integrated Electrical Employer Lending of monies from the Plan to the employer
Services, Inc. (contributions not timely remitted to the Plan)
as follows-
Deemed loan dated March 20, 1999,
maturity February 4, 2000, with
interest at 15.27%
per month $ 1,320 $ 248(a)
Deemed loan dated July 23, 1999,
maturity January 31, 2000, with
interest at 15.27%
per month 1,053 161(a)
Deemed loan dated August 21,
1999, maturity January 31,
2000, with interest at 15.27%
per month 1,063 162(a)
Deemed loan dated October 22,
1999, maturity January 31,
2000, with interest at 15.27%
per month 2,043 312(a)
Deemed loan dated November 20,
1999, maturity January 4, 2000,
with interest at 15.27%
per month 2,429 48(a)
Deemed loan dated November 20,
1999, maturity January 21,
2000, with interest at 15.27%
per month 1,754 181(a)
Deemed loan dated December 22,
1999, maturity January 4, 2000,
with interest at 15.27%
per month 4,141 82(a)
Deemed loan dated December 22,
1999, maturity January 10,
2000, with interest at 15.27%
per month 6,574 324(a)
Deemed loan dated December 22,
1999, maturity January 21,
2000, with interest at 15.27%
per month 1,079 112(a)
Deemed loan dated December 22,
1999, maturity January 31,
2000, with interest at 15.27%
per month 5,757 879(a)
Deemed loan dated December 22,
1999, maturity February 4,
2000, with interest at 15.27%
per month 1,017 191(a)
Deemed loan dated January 26,
2000, maturity January 28,
2000, with interest at 0.83%
per month 14,829 8
Deemed loan dated January 26,
2000, maturity February 28,
2000, with interest at 14.59%
per month 19,463 3,023
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SCHEDULE II
Continued
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
--------------------- -------------- ---------------------------------------------------- ------------- ----------
Deemed loan dated January 26,
2000, maturity April 14, 2000,
with interest at 9.62% per
month $ 2,950 $ 733
Deemed loan dated February 18, 2000, maturity
January 4, 2001, with interest at 6.87% per
month 895 629(b)
Deemed loan dated February 23, 2000, maturity
March 6, 2000, with interest at 14.59% per
month 41,374 2,498
Deemed loan dated February 23, 2000, maturity
March 14, 2000, with interest at 14.59% per
month 33,289 3,350
Deemed loan dated February 23, 2000, maturity
March 20, 2000, with interest at 14.59% per
month 3,862 505
Deemed loan dated February 23, 2000, maturity
March 29, 2000, with interest at 14.59% per
month 15,385 2,709
Deemed loan dated February 23, 2000, maturity
April 5, 2000, with interest at 14.59% per
month 1,591 336
Deemed loan dated February 23, 2000, maturity
May 17, 2000, with interest at 5.67% per
month 791 123
Deemed loan dated February 23, 2000, maturity
June 30, 2000, with interest at 5.49% per
month 1,589 363
Deemed loan dated March 22, 2000, maturity
March 29, 2000, with interest at 9.73% per
month 96,992 2,131
Deemed loan dated March 22, 2000, maturity
April 5, 2000, with interest at 9.73% per
month 15,133 665
Deemed loan dated March 22, 2000, maturity
April 14, 2000, with interest at 9.73% per
month 3,423 215
Deemed loan dated March 22, 2000, maturity
May 8, 2000, with interest at 9.73% per
month 5,816 858
Deemed loan dated March 22, 2000, maturity
May 17, 2000, with interest at 9.73% per
month 4,377 769
Deemed loan dated March 22, 2000, maturity
June 7, 2000, with interest at 9.73% per
month 12,516 3,025
Deemed loan dated March 22, 2000, maturity
June 30, 2000, with interest at 9.73% per
month 1,564 491
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16
SCHEDULE II
Continued
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
--------------------- -------------- ---------------------------------------------------- ------------- ----------
Deemed loan dated April 14, 2000, maturity
August 9, 2000, with interest at 5.26% per
month $ 1,727 $ 349
Deemed loan dated April 22, 2000, maturity
May 17, 2000, with interest at 2.60% per
month 30,305 657
Deemed loan dated April 22, 2000, maturity
May 26, 2000, with interest at 2.60% per
month 9,578 282
Deemed loan dated April 22, 2000, maturity
May 30, 2000, with interest at 2.60% per
month 13,981 460
Deemed loan dated April 22, 2000, maturity
June 6, 2000, with interest at 6.15% per
month 1,025 95
Deemed loan dated April 22, 2000, maturity
June 7, 2000, with interest at 6.15% per
month 1,532 144
Deemed loan dated April 22, 2000, maturity
June 14, 2000, with interest at 6.15% per
month 243 26
Deemed loan dated April 22, 2000, maturity
June 23, 2000, with interest at 6.15% per
month 323 41
Deemed loan dated April 22, 2000, maturity
June 30, 2000, with interest at 6.15% per
month 1,806 255
Deemed loan dated April 22, 2000, maturity
July 5, 2000, with interest at 6.15% per
month 14,706 2,231
Deemed loan dated May 20, 2000, maturity May
26, 2000, with interest at 2.60% per month 108,574 1,360
Deemed loan dated May 20, 2000, maturity May
30, 2000, with interest at 2.60% per month 195,712 1,641
Deemed loan dated May 20, 2000, maturity June
6, 2000, with interest at 6.15% per month 4,597 155
Deemed loan dated May 20, 2000, maturity June
7, 2000, with interest at 6.15% per month 6,675 238
Deemed loan dated May 20, 2000, maturity June
23, 2000, with interest at 6.15% per month 9,735 657
Deemed loan dated May 20, 2000, maturity July
21, 2000, with interest at 6.15% per month 1,754 216
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17
SCHEDULE II
Continued
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
--------------------- -------------- ---------------------------------------------------- ------------- ----------
Deemed loan dated May 20, 2000,
maturity August 9, 2000, with
interest at 6.86% per
month $ 3,473 $ 630
Deemed loan dated June 22, 2000, maturity
June 30, 2000, with interest at 6.15% per
month 7,765 127
Deemed loan dated June 22, 2000, maturity
July 7, 2000, with interest at 6.15% per
month 1,668 51
Deemed loan dated June 22, 2000, maturity
July 17, 2000, with interest at 6.15% per
month 8,330 426
Deemed loan dated June 22, 2000, maturity
August 9, 2000, with interest at 8.12% per
month 6,804 873
Deemed loan dated July 25, 2000, maturity
July 31, 2000, with interest at 0.83% per
month 1,937 3
Deemed loan dated July 25, 2000, maturity
August 9, 2000, with interest at 20.02% per
month 8,545 883
Deemed loan dated July 25, 2000,
maturity August 15, 2000, with interest at
24.10% per month 4,162 712
Deemed loan dated July 25, 2000,
maturity September 27, 2000,
with interest at 17.12%
per month 1,513 543
Deemed loan dated August 22,
2000, maturity September 14,
2000, with interest at 14.20%
per month 13,330 1,405
Deemed loan dated August 22,
2000, maturity September 27,
2000, with interest at 9.30%
per month 213 23
Deemed loan dated August 22,
2000, maturity September 29,
2000, with interest at 8.93%
per month 3,883 425
Deemed loan dated August 22,
2000, maturity October 4, 2000,
with interest at 8.24% per
month 3,961 453
Deemed loan dated September 23, 2000,
maturity October 4, 2000, with interest at
0.86% per month 8,048 25
Deemed loan dated September 23, 2000,
maturity October 12, 2000, with
interest at 0.86% per month 1,972 11
Deemed loan dated October 24, 2000, maturity
November 8, 2000, with
interest at 1.38% per month 6,035 40
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18
SCHEDULE II
Continued
Relationship
to Plan,
Employer or Description of Transactions, Interest
Identity of Party Other Party Including Maturity Date, Amount Incurred
Involved in Interest Rate of Interest, Collateral and Maturity Value Loaned on Loan
--------------------- -------------- ---------------------------------------------------- ------------- ----------
Deemed loan dated October 24,
2000, maturity November 10,
2000, with interest at 1.38%
per month $ 4,195 $ 32
Deemed loan dated November 23, 2000, maturity
December 1, 2000, with
interest at 6.59% per month 3,757 66
Deemed loan dated November 23, 2000, maturity
December 5, 2000, with
interest at 6.59% per month 3,729 98
Deemed loan dated November 23,
2000, maturity December 12,
2000, with interest at 6.59%
per month 294 12
Deemed loan dated November 23,
2000, maturity December 22,
2000, with interest at 6.59%
per month 5,081 324
Deemed loan dated December 22,
2000, maturity December 28,
2000, with interest at 6.59%
per month 3,243 41
---------
$ 41,141(c)
=========
(a) Represents calculated interest from January 1, 2000, through the date of
maturity.
(b) Represents calculated interest from the date of the loan through December
31, 2000.
(c) Represents the employer-remitted interest to the Plan subsequent to Plan
year-end.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Independent Public Accountants