| 1 | SC TO-T | TENDER OFFER STATEMENT |
| 3 | EX-99.(A)(1)(A) | OFFER TO PURCHASE |
| 4 | EX-99.(A)(1)(B) | LETTER OF TRANSMITTAL |
| 5 | EX-99.(A)(1)(C) | NOTICE OF GUARANTEED DELIVERY |
| 6 | EX-99.(A)(1)(D) | LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, |
| 7 | EX-99.(A)(1)(E) | LETTER TO CLIENTS |
| 8 | EX-99.(A)(1)(F) | W-9 GUIDELINES |
| 9 | EX-99.(A)(5)(B) | SUMMARY ADVERTISEMENT AS PUBLISHED ON 11/15/2002 |
| 10 | EX-99.(A)(5)(C) | PRESS RELEASE ISSUED 11/15/2002 |
| 11 | EX-99.(B)(1) | DEMAND NOTE - FAC HOLDING CORPORATION |
| 12 | EX-99.(B)(2) | DEMAND NOTE - FAC HOLDING CORPORATION |
| 13 | EX-99.(D)(1) | AGREEMENT AND PLAN OF MERGER, DATED 11/11/2002 |
| 14 | EX-99.(D)(2) | TENDER AND VOTING AGREEMENT, DATED 11/11/2002 |
| 15 | EX-99.(D)(3) | CONFIDENTIALITY AGREEMENT DATED 9/9/2002 |
| 16 | GRAPHIC | GRAPHIC |