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## ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 

This information is incorporated by reference from the Company ’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2005, to be filed with the Commission not later than 120 days after September 30, 2004. 

## ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

This information is incorporated by reference from the Company ’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2005, to be filed with the Commission not later than 120 days after September 30, 2004. 

## ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 

This information is incorporated by reference from the Company ’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2005, to be filed with the Commission not later than 120 days after September 30, 2004. 

## PART IV 

## ITEM 15. EXHIBITS, FINANCIAL STA TEMENT SCHEDULES, AND REPORTS ON FORM 8-K 

a) 1. Financial Statements: The following appear in the Company’s Annual Report at the pages indicated below and are incorporated herein by reference: 

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2. Financial Statement Schedules: All schedules are omitted as inapplicable or because the required information is contained in the financial statements or included in the notes thereto. 

3. Exhibits. The following documents are included as exhibits to this Form 10-K. Exhibits incorporated by reference herein are duly noted as such. Unless so noted, each exhibit is filed herewith. 

3.1 Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of the Company are incorporated herein by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996, SEC File No. 001-04221. 

3.2 Amended and Restated By-Laws of the Company are incorporated herein by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended March 31, 2002, SEC File No. 001-04221. 

