Effective December 2001, the interest rate swap held became an ineffective hedge. In Fiscal 2002, a charge of $1.0 million was recognized when the Company reclassified $1.0 million from ‘‘Accumulated other comprehen- sive loss’’ into operations to realize the deferred loss from the previously effective interest rate hedge. The swap agreement had an immaterial impact on the Company’s results of operations for the fiscal years ended 2003 and 2002. 

## Item 8. Financial statements and supplementary data 

The information required by this item is set forth beginning at page 25 of this Annual Report on Form 10-K. 

## Item 9. Changes in and disagreements with accountants on accounting and financial disclosure 

None. 

## par t III 

## Item 10. Directors and executive officers of the registrant 

Information required by this Item as to the Directors of the Company appearing under the caption ‘‘Election of Directors’’ in the Company’s Proxy Statement to be used in connection with the Company’s 2003 Annual Meeting of Shareholders to be held on July 29, 2003 (the ‘‘2003 Proxy Statement’’) is incorporated herein by reference. Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 by the Company’s Directors, executive officers, and holders of more than five percent of the Company’s equity securities will be set forth in the 2003 Proxy Statement under the heading ‘‘Section 16 (a) Beneficial Ownership Reporting Compliance.’’ Information required by this Item as to the executive officers of the Company is included as Item 4A in Part I of this Annual Report on Form 10-K as permitted by Instruction 3 to Item 401(b) of Regulation S-K. 

## Item 11. Executive compensation 

The information required by this Item is set forth in the Company’s 2003 Proxy Statement under the heading, ‘‘Election of Directors,’’ under the sub-heading ‘‘Information Regarding Meetings and Committees of the Board of Directors and Compensation of Directors,’’ and under the heading ‘‘Compensation of Executive Officers’’ under the sub-headings ‘‘Summary Compensation Table,’’ ‘‘Option Grants in Last Fiscal Year,’’ ‘‘Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values,’’ ‘‘Supplemental Executive Retirement Plan,’’ and ‘‘Employment Agreements,’’ which information is incorporated herein by reference. The information set forth in the 2003 Proxy Statement under the subheadings, ‘‘Shareholder Return Performance Presentation,’’ ‘‘Compensation Committee Report on Executive Compensation,’’ and ‘‘Audit Committee Report’’ is not incorporated herein by reference. 

## Item 12. Security ownership of certain beneficial owners and management and related shareholder matters 

The information required by this Item is set forth in the Company’s 2003 Proxy Statement under the heading ‘‘Share Ownership,’’ and under the heading ‘‘Compensation of Executive Officers’’ under the sub-heading ‘‘Equity Compensation Plan Information,’’ which information is incorporated herein by reference. 

## Item 13. Certain relationships and related transactions 

Not applicable. 

## Item 14. Controls and procedures 

## Evaluation of disclosure controls and procedures 

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of Company manage- ment, have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 (c) and 15d-14(c)) are sufficiently effective to ensure that the information required to be disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, based on an evaluation of such controls and procedures conducted within 90 days prior to the date hereof. 

## Changes in internal controls 

There have been no significant changes in the Company’s internal controls or in other factors that could signifi- cantly affect these controls subsequent to the date of the evaluation referred to above. 

