UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 1, 2004
CEDAR SHOPPING CENTERS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 0-14510 42-1241468
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
44 SOUTH BAYLES AVENUE
PORT WASHINGTON, NY 11050
(Address of principal executive (Zip Code)
offices)
(516) 767-6492
(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Purchase of Franklin Village Plaza, Franklin, MA.
On November 1, 2004, The Company, through Cedar Shopping Centers Partnership,
L.P. (the "Operating Partnership"), purchased Franklin Village Plaza, in
Franklin, MA. The property is an approximate 253,000 sq. ft. shopping center
with an adjacent approximate 36,000 sq. ft. office building. Stop & Shop is the
principal anchor tenant; other tenants include Marshalls, Radio Shack, Payless,
Bath & Body Works and Applebees. In addition, Stop & Shop has executed a lease
amendment to expand its store from approximately 55,000 sq. ft. to approximately
75,000 sq. ft.
The purchase price, including closing costs, was approximately $72.5 million.
The acquisition was funded by a $43.5 million, seven-year, 4.81% interest-only
first mortgage, with the balance funded from the Company's revolving credit
facility.
The information contained herein includes summaries, prepared by management, of
written agreements with respect to the described transactions. Such summaries
are intended to reflect and describe the terms and provisions of various
agreements with respect to such transactions and are subject in each case to the
terms and provisions of the underlying agreements, where applicable, filed
together with this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS FOR
CERTAIN PROPERTY ACQUISITIONS:
Report of Independent Registered Public Accounting Firm
Statement of Revenues and Certain Expenses
Notes to Statement of Revenues and Certain Expenses
Unaudited Pro Forma Condensed Consolidated Balance Sheet As Of June 30,
2004
Unaudited Pro Forma Condensed Consolidated Statements of Income:
For the Year Ended December 31, 2003
For the Six Months Ended June 30, 2004
Notes to Pro Forma Condensed Consolidated Financial Statements
ITEM 7. EXHIBITS:
The following exhibits are included herein:
(10.1) Agreement of Purchase and Sale by and between Roger V. Calarese and A.
Richard Calarese as Trustees of the Franklin Village Trust and
Cedar-Franklin Village, LLC, dated as of August 2, 2004;
(10.2) Amendment to Agreement of Purchase and Sale by and between Roger V.
Calarese and A. Richard Calarese as Trustees of the Franklin Village
Trust and Cedar-Franklin Village, LLC, dated as of September 2, 2004;
(10.3) Second Amendment to Agreement of Purchase and Sale by and between Roger
V. Calarese and A. Richard Calarese as Trustees of the Franklin Village
Trust and Cedar-Franklin Village, LLC, dated as of September 10, 2004;
(10.4) Third Amendment to Agreement of Purchase and Sale by and between Roger
V. Calarese and A. Richard Calarese as Trustees of the Franklin Village
Trust and Cedar-Franklin Village, LLC, dated as of September 13, 2004;
(10.5) Fourth Amendment to Agreement of Purchase and Sale by and between Roger
V. Calarese and A. Richard Calarese as Trustees of the Franklin Village
Trust and Cedar-Franklin Village, LLC, dated as of October 29, 2004;
(10.6) Limited Liability Company Agreement of Cedar-Franklin Village LLC
entered into by Cedar-Franklin Village 2 LLC as sole equity member,
Suzanne M. Hay as Springing Member 1 and Jan Koeman as Springing Member
2, dated October 22, 2004;
(10.7) Operating Agreement of Cedar-Franklin Village 2 LLC made and entered
into by Cedar Shopping Centers Partnership, L.P. dated as of October 21,
2004;
(10.8) Lease Agreement by and between Cedar-Franklin Village LLC and Calarese
Properties, Inc., dated November 1, 2004;
(10.9) Property Management Agreement by and between Cedar-Franklin Village LLC
and Calarese Properties, Inc. dated as of November 1, 2004;
(10.10) Assignment of Management Agreement and Subordination of Management Fees
by Cedar-Franklin Village LLC as Borrower and Eurohypo AG, New York
Branch as Lender, dated as of November 1, 2004;
(10.11) Independent Director's Contract by and between Cedar-Franklin Village
LLC and Suzanne M. Hay dated as of October 2004;
(10.12) Bill of Sale and General Assignment by and between Roger V. Calarese and
A. Richard Calarese as Trustees for Franklin Village Trust and
Cedar-Franklin Village LLC, executed as of November 1, 2004;
(10.13) Loan Agreement between Cedar-Franklin Village LLC as Borrower and
Eurohypo AG, New York Branch as Lender, dated as of November 1, 2004;
(10.14) Promissory Note for Cedar-Franklin Village LLC to Eurohypo AG, New York
Branch, dated November 1, 2004;
(10.15) Mortgage and Security Agreement for Cedar-Franklin Village LLC as
Borrower to Eurohypo AG, New York Branch as Lender, dated as of November
1, 2004;
(10.16) Assignment of Leases and Rents for Cedar-Franklin Village LLC as
Assignor and Eurohypo AG, New York Branch as Assignee, dated as of
November 1, 2004;
(10.17) Environmental Indemnity Agreement by Cedar-Franklin Village LLC as
Borrower and Cedar Shopping Centers Partnership, L.P. as Indemnitor in
favor of Eurohypo AG, New York Branch as Indemnitee, dated as of
November 1, 2004;
(10.18) Guaranty for Cedar Shopping Centers Partnership, L.P. as Guarantor for
the benefit of Eurohypo AG, New York Branch as Lender, executed as of
November 1, 2004;
(10.19) Supplemental Guaranty by Cedar Shopping Centers Partnership, L.P. as
Guarantor for the benefit of Eurohypo AG, New York Branch as Lender,
executed as of November 1, 2004;
(10.20) Cash Management Agreement among Cedar-Franklin Village LLC as
Borrower, Eurohypo AG, New York Branch as Lender, PNC Bank, National
Association as Agent and Calarese Properties, Inc. as Manager, dated as
of November 1, 2004;
(10.21) Cleaning Account Agreement by and among Cedar-Franklin Village LLC and
Eurohypo AG, New York Branch, dated as of November 1, 2004;
(23.1) Consent of Independent Registered Public Accounting Firm dated November
4, 2004; and
(99.1) Press Release issued by Cedar Shopping Centers, Inc. regarding the
purchase of Franklin Village Plaza, Franklin, Massachusetts, dated
November 1, 2004.
SIGNATURES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Cedar Shopping Centers, Inc.
We have audited the statement of revenues and certain expenses of
Franklin Village Plaza (the "Property") for the year ended December 31, 2003.
This financial statement is the responsibility of the Property's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit 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 statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement. 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
audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was
prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission for inclusion in Form 8-K of Cedar Shopping
Centers, Inc. and is not intended to be a complete presentation of the
Property's revenues and expenses.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the
Property as described in Note 1 for the year ended December 31, 2003, in
conformity with U.S. generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
New York, New York
October 21, 2004
FRANKLIN VILLAGE PLAZA
STATEMENT OF REVENUES AND CERTAIN EXPENSES
SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
2004 2003
---------------------------------
(UNAUDITED)
Revenues:
Base rents (including related party
amounts of $18,000 in 2004 and
$36,000 in 2003) $ 2,722,000 $ 4,921,000
Tenant reimbursements 506,000 978,000
Other income 4,000 41,000
---------------------------------
Total revenues 3,232,000 5,940,000
---------------------------------
Certain expenses:
Real estate taxes 186,000 342,000
Property operating expenses 519,000 1,001,000
Management fees-related party 167,000 292,000
Bonus-related party 116,000 45,000
---------------------------------
Total certain expenses 988,000 1,680,000
---------------------------------
Revenues in excess of certain
expenses $ 2,244,000 $ 4,260,000
=================================
See accompanying notes to financial statement.
FRANKLIN VILLAGE PLAZA
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
1. BASIS OF PRESENTATION
Presented herein is the statement of revenues and certain expenses
related to the operation of the shopping center, known as Franklin Village
Plaza, located in Franklin, MA (the "Property"). The Property consists of three
buildings and contains approximately 289,000 square feet of gross leasable area.
Cedar Shopping Centers, Inc. plans to acquire the Property in November 2004.
The accompanying financial statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for the acquisition of real estate properties. Accordingly, the
financial statement excludes certain expenses because they may not be comparable
to those expected to be incurred in the proposed future operations of the
Property. Items excluded consist of interest and depreciation and amortization.
2. USE OF ESTIMATES
The preparation of the statement of revenues and certain expenses in
conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in
the statement of revenues and certain expenses and accompanying notes. Actual
results could differ from those estimates.
3. REVENUE RECOGNITION
The Property is being leased to tenants under operating leases.
Minimum rental income is generally recognized on a straight-line basis over the
terms of the leases. The excess of amounts so recognized over amounts due
pursuant to the underlying leases amounted to approximately $15,000 for the year
ended December 31, 2003.
4. PROPERTY OPERATING EXPENSES
Property operating expenses for the year ended December 31, 2003
include $94,000 for insurance, $203,000 for utilities, $247,000 for repair and
maintenance costs, and $457,000 for other costs.
Property operating expenses for the six months ended June 30, 2004
(unaudited) include $52,000 for insurance, $113,000 for utilities, $109,000 for
repair and maintenance costs, and $245,000 for other costs.
5. MANAGEMENT FEES
The Property is managed by Calarese Development Corporation, a related
party, pursuant to an agreement which provides for management fees of 5% of
monthly net receipts, as defined. Management fees of approximately $292,000 for
the year ended December 31, 2003 and $167,000 (unaudited) for the six months
ended June 30, 2004 were incurred.
6. SIGNIFICANT TENANT
One tenant constituted approximately 13% of rental revenue for the
year ended December 31, 2003.
7. FUTURE MINIMUM RENTS SCHEDULE
Future minimum lease payments to be received under non-cancelable
operating leases for the years ending December 31 are as follows:
2004 $4,568,000
2005 4,210,000
2006 3,287,000
2007 2,374,000
2008 1,357,000
Thereafter 1,598,000
-----------
Total $17,394,000
===========
FRANKLIN VILLAGE PLAZA
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
(CONTINUED)
The lease agreements generally contain provisions for reimbursement of
real estate taxes and operating expenses, on a pro rata basis, as well as for
fixed increases in rent.
8. INTERIM UNAUDITED FINANCIAL INFORMATION
The statement of revenues and certain expenses for the six months
ended June 30, 2004 is unaudited; however, in the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary for a
fair presentation of the statement of revenues and certain expenses for this
interim period have been included. The results of the interim period are not
necessarily indicative of the results to be obtained for a full fiscal year.
CEDAR SHOPPING CENTERS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2004
(UNAUDITED)
The following unaudited pro forma condensed consolidated balance sheet
is presented as if Cedar Shopping Centers, Inc. (the "Company") had acquired the
real estate assets, subject to certain liabilities, of Franklin Village Plaza,
and completed the July 2004 Preferred Stock offering, both as of June 30, 2004.
This financial statement should be read in conjunction with the unaudited pro
forma condensed consolidated statement of income and the Company's historical
financial statements and notes thereto as filed on Form 10-K for the year ended
December 31, 2003 and on Form 10-Q for the six months ended June 30, 2004. The
pro forma condensed consolidated balance sheet is unaudited and is not
necessarily indicative of what the actual financial position would have been had
the Company acquired the property and completed the July 2004 Preferred Stock
offering, both as of June 30, 2004, nor does it purport to represent the future
financial position of the Company.
CEDAR SHOPPING ACQUIRED PRO FORMA PRO FORMA
CENTERS, INC. PROPERTY ADJUSTMENTS JUNE 30,
HISTORICAL (A) (B) (C)(D) 2004
------------------------------------------------------------------
ASSETS
Real estate
Land $ 74,707,000 $14,502,000 $ 89,209,000
Buildings and improvements 324,947,000 58,007,000 382,954,000
------------------------------------------------------------------
399,654,000 72,509,000 472,163,000
Less accumulated depreciation (10,613,000) (10,613,000)
------------------------------------------------------------------
Real estate, net 389,041,000 72,509,000 461,550,000
Cash and cash equivalents 3,561,000 $1,399,000 4,960,000
Cash at joint ventures and restricted cash 6,591,000 127,000 6,718,000
Rents and other receivables, net 3,453,000 3,453,000
Other assets 2,847,000 133,000 2,980,000
Deferred charges, net 9,053,000 133,000 9,186,000
------------------------------------------------------------------
TOTAL ASSETS $414,546,000 $72,902,000 $1,399,000 $488,847,000
==================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage loans payable $149,049,000 $43,500,000 $192,549,000
Line of credit 75,000,000 29,159,000 ($55,250,000) 48,909,000
Accounts payable, accrued expenses, and other 5,578,000 243,000 5,821,000
Deferred liabilities 20,112,000 20,112,000
------------------------------------------------------------------
TOTAL LIABILITIES 249,739,000 72,902,000 (55,250,000) 267,391,000
------------------------------------------------------------------
Minority interests 12,139,000 12,139,000
Limited partners' interest in consolidated
Operating Partnership 4,174,000 4,174,000
Shareholders' Equity 148,494,000 56,649,000 205,143,000
------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $414,546,000 $72,902,000 $1,399,000 $488,847,000
==================================================================
See accompanying notes to pro forma condensed consolidated
financial statements.
CEDAR SHOPPING CENTERS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2003
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
The following unaudited pro forma condensed consolidated
statements of income are presented as if Cedar Shopping Centers, Inc. (the
"Company") had acquired the real estate assets, subject to certain liabilities,
of Franklin Village Plaza, concluded its 2003 public offering and related
transactions, and concluded the properties acquired throughout 2003 and the
first two quarters of 2004, all as of January 1, 2003. These financial
statements should be read in conjunction with the Company's historical financial
statements and notes thereto as filed on Form 10-K for the year ended December
31, 2003 and on Form 10-Q for the six months ended June 30, 2004. The pro forma
condensed consolidated statements of income are unaudited and are not
necessarily indicative of what the actual results of operations would have been
had the Company acquired the property, concluded its 2003 public offering and
related transactions, and concluded the properties acquired throughout 2003 and
the first two quarters of 2004, all as of January 1, 2003, nor does it purport
to represent the results of operations of the Company for future periods.
FOR THE YEAR ENDED DECEMBER 31, 2003
-------------------------------------------------------------------
CEDAR SHOPPING COMPLETED ACQUIRED PRO FORMA
CENTERS, INC. TRANSACTIONS PROPERTY ADJUSTMENTS
HISTORICAL (A) (B) (C) (D) PRO FORMA
-------------------------------------------------------------------
Revenues $ 26,506,000 $21,250,000 $5,940,000 $ 141,000 $53,837,000
-------------------------------------------------------------------
Expenses:
Operating, maintenance and management 7,190,000 4,053,000 1,338,000 (155,000) 12,426,000
Real estate and other property-related taxes 2,861,000 2,062,000 342,000 5,265,000
General and administrative 3,161,000 15,000 3,176,000
Interest 9,412,000 2,496,000 3,258,000 15,166,000
Depreciation and amortization 5,023,000 3,723,000 1,469,000 10,215,000
Costs incurred acquiring external advisor 11,960,000 (11,960,000) -
Early extenguishment of debt 6,935,000 (6,935,000) -
Other 1,893,000 (1,893,000) -
-------------------------------------------------------------------
Total expenses 48,435,000 (8,439,000) 1,680,000 4,572,000 46,248,000
-------------------------------------------------------------------
Income (loss) before the following: (21,929,000) 29,689,000 4,260,000 (4,431,000) 7,589,000
Minority interests (983,000) 135,000 (848,000)
Limited partners' interest 1,637,000 (1,821,000) 5,000 (179,000)
Distributions to preferred unitholder, net of
limited partners' interest (76,000) 76,000 -
-------------------------------------------------------------------
Net income (loss) ($21,351,000) $28,079,000 $4,260,000 ($4,426,000) $ 6,562,000
===================================================================
Basic and fully diluted net income (loss)
per share ($7.09) $0.40
============= ===========
Average number of common shares outstanding 3,010,000 16,456,000
============= ===========
See accompanying notes to pro forma condensed consolidated
financial statements.
CEDAR SHOPPING CENTERS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2003
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
(CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004
-------------------------------------------------------------------
CEDAR SHOPPING COMPLETED ACQUIRED PRO FORMA
CENTERS, INC. TRANSACTIONS PROPERTY ADJUSTMENTS
HISTORICAL (A) (B) (C) (D) PRO FORMA
-------------------------------------------------------------------
Revenues $23,942,000 $1,585,000 $3,232,000 $26,000 $28,785,000
-------------------------------------------------------------------
Expenses:
Operating, maintenance and management 5,397,000 321,000 802,000 (185,000) 6,335,000
Real estate and other property-related taxes 2,344,000 164,000 186,000 2,694,000
General and administrative 1,627,000 1,627,000
Interest 5,099,000 535,000 1,629,000 7,263,000
Depreciation and amortization 5,556,000 345,000 734,000 6,635,000
-------------------------------------------------------------------
Total expenses 20,023,000 1,365,000 988,000 2,178,000 24,554,000
-------------------------------------------------------------------
Income (loss) before the following: 3,919,000 220,000 2,244,000 (2,152,000) 4,231,000
Minority interests (584,000) (584,000)
Limited partners' interest (89,000) (6,000) (2,000) (97,000)
-------------------------------------------------------------------
Net income (loss) $ 3,246,000 $214,000 $2,244,000 ($2,154,000) $3,550,000
===================================================================
Basic and fully diluted net income (loss)
per share $0.20 $0.22
============= ===========
Average number of common shares outstanding 16,456,000 16,456,000
============= ===========
See accompanying notes to pro forma condensed consolidated
financial statements.
CEDAR SHOPPING CENTERS, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2004
(a) Reflects the Company's historical balance sheet as of June 30, 2004
(unaudited), as previously filed.
(b) Reflects the acquisition of the real estate assets, subject to
certain liabilities, of Franklin Village Plaza for approximately
$72.5 million, including the issuance of a $43.5 million mortgage
note payable.
(c) Reflects the Company's public offering of 2,350,000 shares of 8-7/8%
Series A Cumulative Redeemable Preferred Stock, net of underwriting
discount and offering costs, and the contemporaneous repayment of
its secured revolving credit facility, as if these transactions were
completed as of June 30, 2004.
(d) The Company intends to account for the acquisition in accordance
with Statements of Financial Accounting Standards No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangibles", and is
currently in the process of analyzing the fair value of the acquired
property's in-place leases. No value has yet been assigned to the
leases and, therefore, the purchase price allocation is preliminary
and subject to change.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR
ENDED DECEMBER 31, 2003
(a) Reflects the Company's historical operations for the year ended
December 31, 2003 (audited), as previously filed.
(b) Reflects the Company's 2003 public offering, related transactions
and properties acquired throughout 2003 and the first two quarters
of 2004, as if these transactions were completed as of January 1,
2003.
(c) Reflects the operations of the acquired property for the year ended
December 31, 2003.
(d) Reflects an increase in revenues (straight-line rents), interest,
depreciation and amortization, and limited partners' interest, a
reduction in management fees, and the elimination of related party
bonus with respect to the acquired property. The Company intends to
account for the acquisition in accordance with Statements of
Financial Accounting Standards No. 141, "Business Combinations", and
No. 142, "Goodwill and Other Intangibles", and is currently in the
process of analyzing the fair value of the acquired property's
in-place leases. No value has yet been assigned to the leases and,
therefore, the purchase price allocation is preliminary and subject
to change.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS
ENDED JUNE 30, 2004
(a) Reflects the Company's historical operations for the six months
ended June 30, 2004 (unaudited), as previously filed.
(b) Reflects properties acquired during the first two quarters of 2004,
as if these transactions were completed as of January 1, 2003.
(c) Reflects the operations of the acquired property for the period from
January 1, 2004 through June 30, 2004.
(d) Reflects an increase in revenues (straight-line rents), interest,
depreciation and amortization, and limited partners' interest, a
reduction in management fees, and the elimination of related party
bonus with respect to the acquired property. The Company intends to
account for the acquisition in accordance with Statements of
Financial Accounting Standards No. 141, "Business Combinations", and
No. 142, "Goodwill and Other Intangibles", and is currently in the
process of analyzing the fair value of the acquired property's
in-place leases. No value has yet been assigned to the leases and,
therefore, the purchase price allocation is preliminary and subject
to change.
SIGNATURES
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.
CEDAR SHOPPING CENTERS, INC.
/s/ THOMAS J. O'KEEFFE
----------------------
Thomas J. O'Keeffe
Chief Financial Officer
(Principal financial officer)
Dated: November 5, 2004