| 1 | SC TO-T | TENDER OFFER STATEMENT |
| 2 | EX-99.(A)(1)(A) | OFFER TO PURCHASE, DATED APRIL 4, 2001 |
| 3 | EX-99.(A)(1)(B) | LETTER OF TRANSMITTAL |
| 4 | EX-99.(A)(1)(C) | NOTICE OF GUARANTEED DELIVERY |
| 5 | EX-99.(A)(1)(D) | LETTER TO BROKERS, DEALERS, BANKS, ET AL |
| 6 | EX-99.(A)(1)(E) | LETTER TO CLIENT |
| 7 | EX-99.(A)(1)(F) | GUIDELINES FOR CERTIFICATION OF TAXPAYER ID NUMBER |
| 8 | EX-99.(A)(5) | SUMMARY ADVERTISEMENT IN WALL STREET JOURNAL |
| 9 | EX-99.(B)(1) | FACILITY AGREEMENT |
| 10 | EX-99.(B)(2) | SUSPENSION LETTER |
| 11 | EX-99.(D)(1) | AGREEMENT AND PLAN OF MERGER |
| 12 | EX-99.(D)(2) | SHAREHOLDERS AGREEMENT |
| 13 | EX-99.(D)(3) | STOCK OPTION AGREEMENT |
| 14 | EX-99.(D)(4) | CONFIDENTIALITY AGREEMENT BETWEEN PARENT AND COMP. |
| 15 | EX-99.(D)(5) | EXCLUSIVITY AGREEMENT |