| 1 | SC TO-T | SCHEDULE TO-T |
| 3 | EX-99.(A)(1)(I) | OFFER TO PURCHASE DATED FEBUARY 7, 2002. |
| 4 | EX-99.(A)(1)(II) | LETTER OF TRANSMITTAL |
| 5 | EX-99.(A)(1)(III) | NOTICE OF GRARANTEED DELIVERY. |
| 6 | EX-99.(A)(1)(IV) | LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS |
| 7 | EX-99.(A)(1)(V) | LETTER TO CLIENTS |
| 8 | EX-99.(A)(1)(VI) | GUIDELINES FOR CERTIFICATION OF TAXPAYER ID |
| 9 | EX-99.(A)(1)(VII) | SUMMARY ADVERTISEMENT AS PUBLISHED OF 2/7/2002 |
| 10 | EX-99.(A)(1)(VIII) | PRESS RELEASE DATED FEBRUARY 1, 2002 |
| 11 | EX-99.(B)(1) | CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2002 |
| 12 | EX-99.(B)(2) | SECURITY AGREEMENT, DATED AS OF FEBRUARY 1, 2002 |
| 13 | EX-99.(D)(1) | MERGER AGREEMENT, DATED AS OF FEBRUARY 1, 2002 |
| 14 | EX-99.(D)(2) | PLAN OF MERGER |
| 15 | EX-99.(D)(3) | ASSET PURCHASE AGREEMENT, DATED FEBRUARY 1,2002 |