| 1 | SC TO-T | SCHEDULE TO |
| 3 | EX-99.(A)(1) | OFFER TO PURCHASE DATED NOVEMBER, 2002 |
| 4 | EX-99.(A)(2) | LETTER OF TRANSMITTAL |
| 5 | EX-99.(A)(3) | NOTICE OF GUARANTEED DELIVERY |
| 6 | EX-99.(A)(4) | LETTER TO BROKERS, DEALERS |
| 7 | EX-99.(A)(5) | LETTER TO CLIENTS |
| 8 | EX-99.(A)(6) | W-9 GUIDELINES FOR CERTIFICATIONS OF TAXPAYER |
| 9 | EX-99.(A)(7) | PRESS RELEASE OF STATE, DATED OCTOBER 28, 2002 |
| 10 | EX-99.(A)(8) | SUMMARY ADVERTISEMENT |
| 11 | EX-99.(B) | SUMMARY OF TERMS AND CONDITIONS TENDER FACILITY |
| 12 | EX-99.(D)(1) | AGREEMENT AND PLAN OF MERGER |
| 13 | EX-99.(D)(2) | STOCKHOLDERS' AGREEMENT |
| 14 | EX-99.(D)(3) | CONFIDENTIALITY AGREEMENT |