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Walgreen Company 10-K 2007 Documents found in this filing:United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
10-K
For
the fiscal year ended August 31, 2007.
For
the
Transition Period From ____________ to ___________
Commission
file number 1-604.
Registrant's
telephone number, including area code: (847)
914-2500
Securities
registered pursuant to Section 12(b) of the Act:
Securities
registered pursuant to section 12(g) of the
Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes
xNo o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes oNo x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months and (2) has been subject to such filing requirements for
the
past 90 days.Yes xNo o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer x Accelerated
filer o Non-accelerated
filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes oNo x
As
of
February 28, 2007, the aggregate market value of Walgreen Co. common stock,
par
value $.078125 per share, held by non-affiliates (based upon the closing
transaction price on the New York Stock Exchange) was approximately
$44,357,869,000. As of September 30, 2007, there were 991,615,851
shares of Walgreen Co. common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Annual Report to Shareholders for the year ended August 31, 2007, only
to
the extent expressly so stated herein, are incorporated by reference into parts
I, II and IV of Form 10-K. Portions of the registrant's proxy
statement for its 2007 annual meeting of shareholders to be held January 9,
2008, are incorporated by reference into part III of Form 10-K.
PART
I
Walgreen
Co. (The "company" or "Walgreens") was incorporated as an Illinois corporation
in 1909 as a successor to a business founded in 1901. Walgreens is
the nation's largest drugstore chain (based on sales) and recorded its 33rd
year
of consecutive sales and earnings growth. During the year, the
company opened or acquired 563 stores for a net increase of 478 stores after
relocations and closings, not including 58 locations acquired from Option Care,
Inc. The total number of locations at August 31, 2007 was 5,997
located in 48 states and Puerto Rico. Aggressive growth will continue as the
company anticipates operating more than 7,000 locations in 2010.
Retail
organic growth continues to be our primary growth vehicle, but we carefully
consider unique acquisition opportunities when they are a good fit with the
existing store base. In 2007, for example, the company acquired
Option Care, Inc., a specialty pharmacy and home infusion services
provider.
Prescription
sales continue to become a larger portion of the company's
business. This year prescriptions accounted for 65.0% of sales
compared to 64.3% last year. Third party sales, where reimbursement
is received from managed care organizations, government and private insurance,
were 94.8% of prescription sales compared to 93.1% a year
ago. Overall, Walgreens filled approximately 583 million
prescriptions in 2007, an increase of 10% from the previous year.
Walgreens
pharmacy sales are expected to continue to grow due, in part, to the aging
population, the introduction of lower priced generics and the continued
development of innovative drugs that improve quality of life and control
healthcare costs. Also, the increase in generic introductions
continues to boost the number of prescriptions filled. Although
generics reduce sales dollars, they save both patients and payors money and
generally offer higher gross profit than brand name drugs.
During
fiscal 2007, Walgreens' market share in 59 of the top 60 front-end categories
increased, as compared to all food, drug and mass merchandise
competitors. Today, 139.1 million people live within two miles of a
Walgreens and 5.0 million shoppers walk into a Walgreens store
daily.
During
fiscal year 2007 the company added $1.8 billion to property and equipment,
which
included approximately $1.425 billion related to stores, $184.2 million for
distribution centers, and $176.5 million related to other corporate
items. Capital expenditures for fiscal 2008 are expected to
be more than $2.0 billion, excluding acquisitions.
In
fiscal
2007, the company opened a distribution center located in Anderson, South
Carolina. This is the first of a new-generation of distribution centers, which
will increase productivity 20% from the last generation. A second
new-generation center in Windsor, Connecticut is planned to open in fiscal
2009.
Walgreens
plans to increase business by investing in prime locations, new technology
and
customer service initiatives in fiscal 2008.
The
company is principally in the retail drugstore business and its operations
are
within one reportable segment.
The
drugstores are engaged in the retail sale of prescription and non-prescription
drugs and general merchandise. General merchandise includes, among
other things, beauty care, personal care, household items, candy,
photofinishing, greeting cards, seasonal items and convenience
foods. Customers can have prescriptions filled at the drugstore
counter, as well as through the mail, by telephone and via the
Internet. -
2
-
The
estimated contributions of various product classes to sales for each of the
last
three fiscal years are as follows:
Not
applicable.
Inventories
are purchased from numerous domestic and foreign suppliers. The loss
of any one supplier or group of suppliers under common control would not have
a
material effect on the business.
Walgreens
markets products under various trademarks, trade dress and trade names and
holds
assorted business licenses (pharmacy, occupational, liquor, etc.) having various
lives, which are necessary for the normal operation of business. The
company also has filed various patent applications relating to its business
and
products, eight of which have been issued.
The
business is seasonal in nature, with Christmas generating a higher proportion
of
front-end sales and earnings than other periods. Both prescription
and non-prescription drug sales are affected by the timing and severity of
the
cold/flu season. See the caption "Summary of Quarterly Results
(Unaudited)" on page 34 of the Annual Report to Shareholders for the year ended
August 31, 2007 ("2007 Annual Report"), which section is incorporated herein
by
reference.
The
company generally finances its inventory and expansion needs with internally
generated funds. In 2007, we supplemented cash provided by operations with
short-term borrowings. See Note 7, "Short-Term Borrowings" on
page 30 and "Management's Discussion and Analysis of Financial Condition" on
pages 20 through 23 of the 2007 Annual Report, which sections are incorporated
herein by reference.
Due
to
the nature of the retail drugstore business 94.8% of all prescription sales
are
now covered by third party payors. Prescription sales represent 65.0%
of total store sales. The remainder of store sales are principally
for cash, credit and debit cards. Customer returns are
immaterial.
Sales
are
to numerous customers which include various managed care organizations;
therefore, the loss of any one customer or a group of customers under common
control would not have a material effect on the business. No customer
accounts for ten percent or more of the company's consolidated
sales. -
3
-
Not
applicable.
The
company fills prescriptions for many state public assistance plans. Revenues
from all such plans are approximately 5.2% of total sales.
The
drug
store industry is highly competitive. As a volume leader in the
retail drug industry, Walgreens competes with various retailers, including
chain
and independent drugstores, mail order prescription providers, grocery stores,
convenient stores, mass merchants and dollar stores. Competition
remained keen during the fiscal year with the company competing on the basis
of
service, convenience, variety and price. The company's geographic
dispersion tends to offset the impact of temporary economic and competitive
conditions in individual markets. The number and location of the company's
drugstores appears under Item 2 - "Properties" in this 10-K.
The
company does not engage in any material research activities.
Federal,
state and local environmental protection requirements have no material effect
upon capital expenditures, earnings or the competitive position of the
company.
The
company employs approximately 226,000 persons, about 69,300 of whom are
part-time employees working less than 30 hours per week.
All
the
company sales occurred within the continental United States and Puerto
Rico. There are no export sales.
The
company maintains a website at investor.walgreens.com. The company
makes copies of its Annual Reports on Form 10-K, quarterly reports on Form
10-Q,
Current Reports on Form 8-K and any amendments to those reports filed with
or
furnished to the SEC available to investors on or through its website free
of
charge as soon as reasonably practicable after the company electronically files
them with or furnishes them to the SEC. The contents of the company's
website are not, however, a part of this report. In addition,
charters of all committees of the company's Board of Directors, as well as
the
company's Corporate Governance Guidelines and Ethics Policy Statement, are
available on the company's website at investor.walgreens.com or, upon written
request, in printed hardcopy form. Written requests should be sent to
Walgreen Co., Attention: Shareholder Relations, Mail Stop #2261, 200 Wilmot
Road, Deerfield, Illinois 60015. Changes to or waivers, if any, of
the company's Ethics Policy Statement for directors and executive officers
would
be promptly disclosed on the company's website.
The
company has also adopted a Code of Ethics for Financial
Executives. This Code applies to and has been signed by the Chief
Executive Officer, the Chief Financial Officer and the
Controller. The full text of the Code of Ethics for Financial
Executives is available at the company's website,
investor.walgreens.com. Changes to or waivers, if any, of the
company's Code of Ethics for Financial Executives would be promptly disclosed
on
the company's website.
-
4
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Cautionary
Note Regarding Forward Looking Statements
Certain
information in this annual report, as well as in other public filings, the
company website, press releases and oral statements made by our representatives,
is forward-looking information based on current expectations and plans that
involve risks and uncertainties. Forward-looking information includes statements
concerning pharmacy sales trends, prescription margins, number and location
of
new store openings, outcomes of litigation, the level of capital expenditures,
demographic trends; as well as those that include or are preceded by the words
"expects," "estimates," "believes," "plans," "anticipates" or similar language.
For such statements, we claim the protection of the safe harbor provisions
of
the Private Securities Litigation Reform Act of 1995.
Forward-looking
statements may involve risks and uncertainties, known or unknown to the company,
that could cause results to differ materially from management expectations
as
projected in such forward-looking statements. These risks and uncertainties
are
discussed in Item 1A below. Unless otherwise required by applicable securities
laws, the company assumes no obligation to update its forward-looking statements
to reflect subsequent events or circumstances.
Item
1A. Risk Factors
The
risks
described below could materially and adversely affect our business, financial
condition and results of operations. These risks are not the only risks that
we
face. Our business operations could also be affected by additional factors
that
are not presently known to us or that we currently consider to be immaterial
to
our operations.
The
retail drug store and pharmacy benefit services industries are highly
competitive and further increases in competition could adversely affect
us.
We
face
intense competition with local, regional and national companies, including
other
drug store chains, independent drug stores, mail-order prescription providers
and various other retailers such as grocery stores, convenience stores, mass
merchants and dollar stores, many of which are aggressively expanding in markets
we serve. In the pharmacy benefit services industry, our competitors include
large national and regional pharmacy benefit managers and insurance companies
and managed care providers, some of which are owned by or have affiliations
with
our retail drug store competitors. As competition increases in the markets
in
which we operate, a significant increase in general pricing pressures could
occur, which could require us to reevaluate our pricing structures to remain
competitive. Our failure to reduce prices could result in decreased revenue,
and
reducing prices without also reducing costs could negatively affect
profits.
Reductions
in third-party reimbursement levels, from private or government plans, for
prescription drugs could reduce our margin on pharmacy sales and could have
a
significant effect on our retail drug store profits.
The
continued efforts of health maintenance organizations, managed care
organizations, pharmacy benefit management companies, government entities,
and
other third-party payors to reduce prescription drug costs and pharmacy
reimbursement rates may impact our profitability. Certain provisions of
the Deficit Reduction Act of 2005 seek to reduce federal spending by altering
the Medicaid reimbursement formula for multi-source (i.e., generic) drugs.
These
changes are expected to result in reduced Medicaid reimbursement rates for
retail pharmacies. Reduced reimbursement rates could adversely affect our
revenues and profits. -
5
-
We
are subject to governmental regulations and procedures and other legal
requirements. A significant change in, or noncompliance with, these regulations,
procedures and requirements could have a material adverse effect on
profitability.
Our
retail drug store and pharmacy benefit services businesses are subject to
numerous federal, state and local regulations. Changes in these regulations
may
require extensive system and operating changes that may be difficult to
implement. Untimely compliance or noncompliance with applicable regulations
could result in the imposition of civil and criminal penalties that could
adversely affect the continued operation of our business, including: suspension
of payments from government programs; loss of required government
certifications; loss of authorizations to participate in or exclusion from
government reimbursement programs, such as the Medicare and Medicaid programs;
loss of licenses; or significant fines or monetary penalties, and could
adversely affect the continued operation of our
business. The regulations to which we are subject include,
but are not limited to: federal, state and local registration and regulation
of
pharmacies; applicable Medicare and Medicaid regulations; the Health Insurance
Portability and Accountability Act, or HIPAA; accounting standards; tax laws
and
regulations; laws and regulations relating to the protection of the environment
and health and safety matters, including those governing exposure to, and the
management and disposal of, hazardous substances; regulations of the U.S. Food
and Drug Administration, the U.S. Federal Trade Commission, the Drug Enforcement
Administration, and the Consumer Product Safety Commission, as well as state
regulatory authorities, governing the sale, advertisement and promotion of
products we sell; anti-kickback laws; false claims laws; and federal and state
laws governing the practice of the profession of pharmacy. Furthermore, the
frequency and rate of FDA approval of new brand name and generic prescription
drugs or of additional existing prescription drugs for over-the-counter sales
could have an impact on our revenues and profitability. We are also
governed by federal and state laws of general applicability, including laws
regulating matters of working conditions, health and safety and equal employment
opportunity. In
addition, we could have exposure if we are found to have infringed another
party's intellectual property rights.
Our
ability to hire and retain pharmacy personnel is important to the continued
success of our business.
As
our
business expands, we believe that our future success will depend greatly on
our
continued ability to attract and retain skilled and qualified pharmacists.
The
retail drug store industry is experiencing an ongoing shortage of licensed
pharmacists. This has resulted in continued upward pressure on pharmacist
compensation packages. Although we generally have been able to meet our
pharmacist staffing requirements in the past, any future inability to do so
could limit our ability to offer extended pharmacy hours and negatively impact
our revenue and our ability to deliver high levels of customer
service.
Should
a product liability issue or personal injury issue arise, inadequate product
or
other liability insurance coverage or our inability to maintain such insurance
may result in a material adverse effect on our business and financial
condition.
Products
that we sell could become subject to contamination, product tampering,
mislabeling or other damage. In addition, errors in the dispensing and packaging
of pharmaceuticals could lead to serious injury. Product liability or personal
injury claims may be asserted against us with respect to any of the products
or
pharmaceuticals we sell or services we provide. Should a product or other
liability issue arise, the coverage limits under our insurance programs and
the
indemnification amounts available to us may not be adequate to protect us
against claims. We also may not be able to maintain this insurance on acceptable
terms in the future. Damage to our reputation in the event of a product
liability or personal injury issue or judgment against us or a product recall
could have an adverse effect on our business, financial condition or results
of
operations.
Our
ability to grow our business may be constrained by our inability to find
suitable new store locations at acceptable prices or by the expiration of our
current leases.
Our
ability to grow our business may be constrained if suitable new store locations
cannot be identified with lease terms or purchase prices that are acceptable
to
us. We compete with other retailers and businesses for suitable locations for
our stores. Local land use and other regulations applicable to the types of
stores we desire to construct may impact our ability to find suitable locations
and influence the cost of constructing our stores. The expiration of leases
at
existing store locations may adversely affect us if the renewal terms of those
leases are unacceptable to us and we are forced to close or relocate stores.
Further, changing local demographics at existing store locations may adversely
affect revenue and profitability levels at those stores. -
6
-
Changes
in economic conditions could adversely affect consumer buying practices and
reduce our revenues and profitability.
Our
performance may be negatively influenced by changes in national, regional or
local economic conditions and consumer confidence. External factors that affect
consumer confidence and over which we exercise no influence include unemployment
rates, levels of personal disposable income, national, regional or local
economic conditions, the introduction of new merchandise or brand and generic
prescription drugs, and acts of war or terrorism. Changes in economic conditions
and consumer confidence could adversely affect consumer preferences, purchasing
power and spending patterns. A decrease in overall consumer spending as a result
of changes in economic conditions could adversely affect our front-end sales.
Profit margins are greater on front-end sales than on pharmacy sales, and any
decrease in sales of front-end products would have a negative impact on our
profitability. Acts of war or terrorism may cause damage to our facilities,
disrupt the supply of the products and services we offer in our stores or
adversely impact consumer demand. All these factors could impact our revenues,
operating results and financial condition.
There
are a number of business risks which could adversely affect our financial
results.
Our
success depends on our ability to establish effective advertising, marketing
and
promotional programs. If we are unsuccessful in our advertising and
merchandising strategies, sales could be negatively affected. Our success also
depends on our continued ability to attract and retain store and management
personnel, and the loss of key personnel could have an adverse effect on the
results of our operations, financial condition or cash flow. Our results may
be
affected by our ability to successfully integrate acquired businesses into
our
company. The process of integrating acquired businesses may prove
disruptive to our operations, may distract management from overseeing our
existing operations and may take longer than anticipated. We also may not be
able to successfully and timely implement new computer systems and technology,
or may experience system disruptions or delays, which could adversely impact
our
operations and our ability to attract and retain customers. Furthermore, the
products we sell are sourced from a wide variety of domestic and international
vendors, and any future inability to find qualified vendors and access products
in a timely and efficient manner could adversely impact our
business.
There
are no unresolved staff comments
outstanding with the Securities and Exchange Commission at this
time.
The
number and location of the company's stores appear in the listing of stores
by
state for fiscal 2007 and 2006 is listed below.
-
7
-
Most
of
the company's stores are leased. The leases are for various terms and
periods. See Note 3, "Leases" on page 29 of the 2007 Annual Report, which
section is incorporated herein by reference. The company owns
approximately 19.1% of the retail stores open at August 31, 2007. The
company has an aggressive expansion program of adding new
stores and remodeling and relocating existing
stores. Net retail selling space was increased from 60.6 million
square feet at August 31, 2006, to 66.2 million square feet at August 31,
2007. Approximately 41.5% of company stores have been opened or
remodeled during the past five years.
The
company's retail store operations are supported by thirteen major distribution
centers with a total of approximately 9.7 million square feet of space in all
distribution centers, of which 7.0 million square feet is owned. The
remaining space is leased. All distribution centers are served by
modern systems for order processing control, operating efficiencies and rapid
merchandise delivery to stores. In addition, the company uses public
warehouses to handle certain distribution needs. A new distribution in Anderson,
South Carolina opened in fiscal 2007. A new distribution center is scheduled
to
open in Windsor, Connecticut in fiscal 2009.
There
are
twenty principal office facilities containing approximately 2.3 million square
feet of which approximately 2.0 million square feet is owned and the remainder
is leased. The company operates three mail service facilities
containing approximately 252,000 square feet of which approximately 133,000
square feet is owned and the remainder is leased.
The
company also owns 22 strip shopping malls containing approximately 886,000
square feet of which approximately 609,000 square feet is leased to
others.
The
information in response to this item is incorporated herein by reference to
Note
8 "Contingencies" on page 31 of the 2007 Annual Report.
No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year.
-
8
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PART
II
The
company's common stock is listed on the New York Stock Exchange, Chicago Stock
Exchange and The Nasdaq Stock Market LLC under the symbol WAG. As of
September 30, 2007 there were approximately 101,000 recordholders of company
common stock.
The
range
of the sales prices of the company's common stock by quarters during the two
years ended August 31, 2007, are incorporated herein by reference to the caption
"Common Stock Prices" on page 34 of the 2007 Annual Report.
The
company's cash dividends per common share during the two fiscal years ended
August 31 are as follows:
The
following table provides information about purchases by the company during
the
quarter ended August 31, 2007 of equity securities that are registered by the
company pursuant to Section 12 of the Exchange Act:
The
information in response to this item is incorporated herein by reference to the
caption "Eleven-Year Summary of Selected Consolidated Financial Data" on pages
18 and 19 of the 2007 Annual Report.
-
9
-
The
information in response to this item is incorporated herein by reference to
the
caption "Management's Discussion and Analysis of Results of Operations and
Financial Condition" on pages 20 through 23 of the 2007 Annual
Report.
Management
does not believe that there is any material market risk exposure with respect
to
derivative or other financial instruments that would require disclosure under
this item.
See
Item
15.
None
Based
on
their evaluation as of August 31, 2007 pursuant to Exchange Act Rule 13a-15(b),
the company's management, including its Chief Executive Officer and Chief
Financial Officer, believe the company's disclosure controls and procedures
(as
defined in Exchange Act Rule 13a-15(e)) are effective.
Management's
report on internal control and the attestation report of Deloitte & Touche
LLP, the company's independent registered public accounting firm, are included
in our Annual Report to Shareholders for the year ended August 31, 2007 and
are
incorporated in this Item 9A by reference. Our Annual Report to
Shareholders is included as an Exhibit to this Annual Report on Form
10-K.
In
connection with the evaluation pursuant to Exchange Act Rule 13a-15(d) of the
company's internal control over financial reporting (as defined in Exchange
Act
Rule 13a-15(f)) by the company's management, including its Chief Executive
Officer and Chief Financial Officer, no changes during the quarter ended August
31, 2007 were identified that have materially affected, or are reasonably likely
to materially affect, the company's internal control over financial
reporting. -
10
-
PART
III
The
information required for Items 10, 11, 12, 13 and 14, with the exception of
the
information relating to the executive officers of the Registrant, which is
presented below under the heading "Executive Officers of the Registrant," is
incorporated herein by reference to the following sections of the Registrant's
Proxy Statement:
Captions
in Proxy
Names
and
Ages of Director Nominees, Their Principal Occupations and
Other
Information
Information
Concerning Corporate Governance, the Board of Directors and its
Committees
Compensation
of Directors
Executive
Compensation
Securities
Ownership of Certain Beneficial Owners and Management
Section
16(a) Beneficial Ownership Reporting Compliance
Equity
Compensation Plans
Certain
Relationships and Related Transactions
Independent
Registered Public Accounting Firm Fees and Services -
11
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EXECUTIVE
OFFICERS OF THE REGISTRANT
The
following information is furnished with respect to each executive officer of
the
company as of October 15, 2007:
-
12
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EXECUTIVE
OFFICERS OF THE REGISTRANT – continued:
-
13
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EXECUTIVE
OFFICERS OF THE REGISTRANT – continued:
-
14
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EXECUTIVE
OFFICERS OF THE REGISTRANT – continued:
Kevin
P.
Walgreen is the son of Charles R. Walgreen III, who is a director of the
company. -
15
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PART
IV
Schedules
I, III, IV and V are not submitted because they are not applicable or not
required or because the required information is included in the Financial
Statements in (1) above or notes thereto.
Other
Financial Statements -
Separate
financial statements of the registrant have been omitted because it is primarily
an operating company, and all of its subsidiaries are included in the
consolidated financial statements.
-
16
-
-
17
-
-
18
-
-
19
-
-
20
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WALGREEN
CO. AND SUBSIDIARIES
SCHEDULE
II--VALUATION AND QUALIFYING ACCOUNTS
FOR
THE YEARS ENDED AUGUST 31, 2007, 2006 AND 2005
(Dollars
in Millions)
-
21
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REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Shareholders of Walgreen Co.:
We
have
audited the consolidated financial statements of Walgreen Co. and Subsidiaries
(the “Company”) as of August 31, 2007 and 2006, and for each of the three years
in the period ended August 31, 2007, and the Company’s internal control over
financial reporting as of August 31, 2007, and have issued our report thereon
dated October 26, 2007 (which report expresses an unqualified opinion and
includes an explanatory paragraph related to the adoption of Statement of
Financial Accounting Standards No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Retirement Plans – an amendment of FASB Statements No.
87, 88, 106, and 132 (R), and Statement of Financial Accounting Standards
No. 123(R), Share-Based Payment); such consolidated financial
statements and report are included in your 2007 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the
consolidated financial statement schedule of the Company listed in Item 15.
This
consolidated financial statement schedule is the responsibility of the Company’s
management. Our responsibility is to express an opinion based on our audits.
In
our opinion, such consolidated financial statement schedule, when considered
in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
/s/
DELOITTE & TOUCHE LLP
Chicago,
Illinois
October
26, 2007 -
22
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
-
23
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934 this report
has
been signed below by the following persons on behalf of the Registrant and
in
the capacities and on the dates indicated.
-
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