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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On March 25, 2002, we determined not to renew the engagement of our independent accountants, Arthur
Andersen LLP.  Arthur Andersen had served as our independent auditors since 1990.  The decision not to renew the
engagement of Arthur Andersen was made by the executive committee of our board of directors following the
recommendation of our audit committee.  Arthur Andersen’s report on our 2001 financial statements was filed with
the Securities and Exchange Commission on March 20, 2002 in conjunction with the filing of our Annual Report on
Form 10-K for the year ended December 31, 2001.
During the two fiscal years ended December 31, 2001, and through the subsequent interim period through
March 25, 2002, there were no disagreements between Arthur Andersen and us on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to Arthur Andersen’s satisfaction would have caused them to make reference to the subject matter of the
disagreement in connection with their reports.
None of the reportable events defined under Item 304(a)(1)(v) of Regulation S-K occurred within our two fiscal
years ended December 31, 2001 and through the subsequent interim period through March 25, 2002.  The audit
reports of Arthur Andersen on our consolidated financial statements as of and for the fiscal years ended December
31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles.  We provided Arthur Andersen with a copy of the foregoing
disclosure, and a copy of its letter stating its agreement with these statements was filed as an exhibit to our Form
8-K dated March 25, 2002.
The executive committee of our board of directors, upon the recommendation of our audit committee, elected to
appoint Ernst & Young LLP as our independent auditors, effective May 16, 2002. During our two fiscal years ended
December 31, 2001, and through the subsequent interim periods through May 16, 2002, we did not consult with
Ernst & Young regarding any of the matters or events set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is hereby incorporated by reference from our proxy statement for our 2003
annual meeting of shareholders or our 2003 proxy statement, under the captions “Proposal 1 — Election of
Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated by reference from our 2003 proxy statement under
the caption “Management.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is hereby incorporated by reference from our 2003 proxy statement under
the captions “Proposal 1 — Election of Directors” and “Security Ownership of Certain Beneficial Owners and
Management.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is hereby incorporated by reference from our 2003 proxy statement under
the caption “Interest in Certain Transactions.”