| 1 | SC TO-T | SCHEDULE TO-T |
| 2 | EX-99.(A)(1) | OFFER TO PURCHASE DATED AUGUST 7, 2000 |
| 3 | EX-99.(A)(2) | LETTER OF TRANSMITTAL |
| 4 | EX-99.(A)(3) | NOTICE OF GUARANTEED DELIVERY |
| 5 | EX-99.(A)(4) | BROKER DEALER LETTER |
| 6 | EX-99.(A)(5) | LETTER TO CLIENTS |
| 7 | EX-99.(A)(6) | GUIDELINES FOR CERTIFICATION OF TAXPAYERS |
| 8 | EX-99.(A)(7) | PRESS RELEASE DATED AUGUST 3, 2000 |
| 9 | EX-99.(A)(8) | SUMMARY ADVERTISEMENT |
| 10 | EX-99.(B) | REVOLVING CREDIT FACILITY DATED AUGUST 2, 2000 |
| 11 | EX-99.(D)(1) | AGREEMENT AND PLAN OF MERGER DATED AUGUST 3, 2000 |
| 12 | EX-99.(D)(2) | STOCKHOLDERS AGREEMENT DATED AUGUST 3, 2000 |
| 13 | EX-99.(D)(3) | STOCK OPTION AGREEMENT DATED AUGUST 3, 2000 |
| 14 | EX-99.(D)(4) | CONFIDENTIALITY AGREEMENT DATED SEPT. 28, 1998 |