text: **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. 