SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ________________ to __________________
Commission File No. 1-14642
A. Full title of the plan and the address of the plan if different from
that of the issuer named below:
ING 401(k) Plan for ILIAC Agents
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ING GROEP N.V.
Amstelveenseweg 500
1081 KL Amsterdam
The Netherlands
or
P.O. Box 810
1000 AV Amsterdam
The Netherlands
ING 401(k) Plan for ILIAC Agents
Contents of Audited Financial Statements and Supplemental Schedule
The following financial statements and supplemental schedule for the ING 401(k)
Plan for ILIAC Agents are being filed herewith:
Description Page
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001, and the year ended December 31, 2002:
Report of Independent Auditors 3
Financial Statements:
Statements of Net Assets Available for Benefits as of:
December 31, 2002 5
December 31, 2001 5
Statements of Changes in Net Assets Available for Benefits for the years ended:
December 31, 2002 6
December 31, 2001 6
Notes to Financial Statements 7
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held End of Year) 15
The following exhibits are being filed herewith:
Exhibit No. Description
1 Consent of Independent Auditors - Ernst & Young LLP
99.1 Certification Pursuant to 18 U.S.C. Section 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
Report of Independent Auditors
Board of Directors
ING 401(k) Plan for ILIAC Agents
We have audited the accompanying statements of net assets available for benefits
of the ING 401(k) Plan for ILIAC Agents as of December 31, 2002 and 2001, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Aetna Life Insurance and Annuity
Company, the custodian of the Plan, and transactions in those assets were
excluded from the scope of our audit of the Plan's 2001 financial statements,
except for comparing the information provided by the custodian, which is
summarized in Note 4 to the financial statements, with the related information
included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 2001. The form and content of the information included in the
2001 financial statements, other than that derived from the information
certified by the custodian, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2002, and changes in its net assets available for benefit for the
year then ended in conformity with accounting principles generally accepted in
the United States.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 2002, was performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule of
assets (held at end of year) as of December 31, 2002, is presented for the
purpose of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the financial
statements for the year ended December 31, 2002, and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/S/ Ernst & Young LLP
June 23, 2003
ING 401(k) Plan for ILIAC Agents
Statements of Net Assets Available for Benefits
As of December 31, 2002 and 2001
2002 2001
------------------- --------------------
Assets Investments at fair value:
Cash and cash equivalents $ - $ 172,238
Mutual funds 11,588,519 12,866,228
Common stock 95,674 -
Participant loans 527,257 -
Group annuity contract at contract value 1,541,122 533,325
------------------- --------------------
Net assets available for benefits $ 13,752,572 $ 13,571,791
=================== ====================
The accompanying notes are an integral part of these financial statements.
ING 401(k) Plan for ILIAC Agents
Statements of Changes in Net Assets Available for Benefits For the years ended
December 31, 2002 and 2001
2002 2001
------------------- --------------------
Additions:
Interest and dividends $ 144,147 $ 21,694
Contributions - participant 3,057,481 2,605,154
Employer contributions 1,014,903 1,003,023
------------------- --------------------
Total additions 4,216,531 3,629,871
Deductions:
Net depreciation in fair value of investments 3,457,236 1,526,945
Benefits paid to participants 573,304 502,244
Administrative expenses 5,210 7,917
------------------- --------------------
Total deductions 4,035,750 2,037,106
------------------- --------------------
Net increase 180,781 1,592,765
Net assets available for benefits:
Beginning of year 13,571,791 11,979,026
------------------- --------------------
End of year $ 13,752,572 $ 13,571,791
=================== ====================
The accompanying notes are an integral part of these financial statements.
ING 401(k) Plan for ILIAC Agents
Notes to Financial Statements
1. Description of Plan
General
The following description of the ING 401(k) Plan for ING Life Insurance and
Annuity Company ("ILIAC") Agents (the "Plan") provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
The Plan is a voluntary defined contribution plan available to all full-time
insurance salesmen who, as defined, have entered into a Career Agent Agreement
with ILIAC. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
ILIAC is the Plan sponsor and ING US Pension Committee is the plan administrator
(the "Plan Administrator"). Effective January 2002, ING National Trust became
the trustee of the Plan. The former trustee was Mellon Bank ("Mellon") through
January 2002.
Plan Amendment
Effective January 1, 2002, the Plan was amended to change the name of the Plan
to ING 401(k) Plan for ILIAC Agents from Agents of Aetna Life Insurance and
Annuity Company Incentive Savings Plan.
Investment Options
Effective January 1, 2002, ING National Trust, the trustee of the Plan, holds
plan investments. Prior to that date, plan investments were held by Aetna Life
Insurance and Annuity Company, the custodian of the Plan. At December 31, 2002,
the Plan's assets were comprised of the following investment vehicles: ING Fixed
Account, ING GNMA Income Fund, ING Intermediate Bond Fund, Fidelity Puritan
Fund, ING Index Plus LargeCap Fund, Merrill Lynch Equity Index Trust, Fidelity
Blue Chip Growth Fund, ING Growth Fund, ING LargeCap Growth Fund, ING Value
Opportunity Fund, MFS Capital Opportunities Fund, AIM Small Cap Growth Fund (A),
ING Index Plus MidCap Fund, ING Small Company Fund, ING SmallCap Opportunities
Fund, ING Global Technology Fund, ING International Fund, ING International
Value Fund, Janus Worldwide Fund and ING Market Stock Fund.
Eligibility
All employees meeting the age, service and other qualifying requirements, as
defined in the applicable Plan agreement, are immediately eligible to
participate in the Plan.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of Plan earnings and is charged with an administrative fee. All
earnings, with respect to participant's accounts, will be allocated to each
participant's account as soon as practicable after they accrue or arise in
proportion to the account values of the participant's account. Forfeited
balances of terminated participants nonvested accounts are used to reduce future
Company contributions or pay Plan expenses. The benefit to which a participant
is entitled is the benefit that can be provided from the participant's vested
account.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Participants vest in ILIAC matching contributions over three years of
service at the rate of 50% after the first year, 75% after the second year and
100% after the third year. Employees are immediately fully vested when any of
the following occur: (1) obtaining age 65 while actively employed, (2) dying
while actively employed, (3) obtaining eligibility for benefits under Aetna's
managed long term disability plan, or (4) termination or partial termination of
the Plan.
Effective January 1, 2002, for those participants that enter into a career agent
agreement after January 1, 2002, the Plan was amended to provide for vesting in
ILIAC matching contributions ratably over four years of completed service.
The amount of cumulative forfeited nonvested participant accounts as of December
31, 2002 and 2001 is $25,908 and $15,910, respectively.
Employee Contributions
Prior to January 1, 2002, participants could contribute up to 10% of pre-tax
eligible earnings as defined by ILIAC. Effective January 1, 2002 participants
may contribute up to 20% of an active participant's pay. These contributions are
considered to be employee contributions in accordance with the Internal Revenue
Code ("IRC"). Contributions are subject to certain limitations of the IRC.
Employer Contributions
ILIAC matches participants' deferral contributions at 50% of each participant's
contributions up to the first 6% of total eligible earnings. The Internal
Revenue Service ("IRS") limits can affect certain highly paid participants'
eligibility to receive matching contributions.
Loans
Effective January 1, 2002, subject to the provisions of the Plan, participants
may borrow against their account balances provided that the amount requested is
at least $1,000 but not more than the lesser of 50% of the vested balance or
$50,000.
Each loan will bear an interest rate as prescribed by the Plan's applicable
provisions, currently prime interest rate plus 1%. Loan repayment periods are
for a maximum of five years. Principal and interest are repaid ratably through
commission check deductions.
Benefits
Upon termination of service due to death, disability or retirement, a
participant or his/her beneficiary may elect to receive either a lump-sum
distribution or periodic payments of the vested account balances. The
installments shall be provided from a group annuity contract or individual
contract purchased by ILIAC. Effective January 1, 2002, a participant may elect
to receive his or her benefit in Company (defined as American Depository Shares
of ING Groep, N.V., a Netherlands Corporation which is the parent company of the
custodian of the plan) stock to the extent his or her account is vested in
Company stock.
Administrative Expenses
The Plan sponsor pays expenses in excess of the basic charge, as defined in the
Plan document, which are deducted from participant accounts.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared using the accrual basis
of accounting.
Investment Valuation and Income Recognition
The Plan provides for investments in ING American Depository Shares, guaranteed
investment contract ("GIC") related investments and mutual funds. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility risks. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in
values of investment securities will occur in the near term; such changes could
materially affect the amounts reported in the statements of net assets available
for benefits.
Mutual funds are stated at fair value, which is the quoted market price.
Investments in ING American Depository Shares are based on the quoted market
price of the common shares of ING Groep N.V. The group annuity contract (ING
Fixed Account) is presented at contract value in accordance with American
Institute of Certified Public Accountants (AICPA) Statement of Position ("SOP")
94-4 Reporting of Investment Contracts Held by Health and Welfare Benefit Plans
and Defined Contribution Pension Plans, which approximates fair value. The ING
Fixed Account guarantees a minimum rate of interest. Once the rate is credited,
the interest becomes part of the principal and the investment increases through
compound interest.
Loans to participants are valued at their outstanding balances, which
approximate fair value.
Interest income is recorded on the accrual basis of accounting. Dividends are
recorded on the ex-dividend date. Purchases and sales of securities are recorded
on the trade date.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the plan
administrator to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Reclassification
Certain 2001 balances have been reclassified to conform to the 2002
presentation.
3. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated June 11, 1996, stating that the Plan is qualified under Section 401(a) of
the IRC and, therefore, the related trust is exempt from taxation. Subsequent to
the issuance of this determination letter, the Plan was amended and a new
determination letter was received (see Subsequent Event footnote). Once
qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The plan administrator believes that the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is tax
exempt.
The Plan was amended and restated effective January 1, 2002, to incorporate the
applicable requirements of the Uruguay Round Agreements Act ("GAAT"), Uniformed
Services Employment and Reemployment Rights Act of 1994, Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue
Service Restructuring and Reform Act of 1998 and the Community Renewal Tax
Relief Act of 2000.
4. Investments
The following individual investments represent 5% or more of the Plan's total
net assets as of the years ended December 31:
2002 2001
---------------- --------------
ING Small Company Fund-Class I $ 2,496,094 $ 3,569,200
American Century Ultra Fund N/A 2,542,130
Fidelity Equity Income Fund N/A 657,552
Fidelity Growth Opportunities Fund N/A 887,929
Janus Fund N/A 2,753,026
Templeton Foreign Fund N/A 1,126,422
ING Fixed Account 1,541,122 N/A
Fidelity Blue Chip Growth Fund 1,987,272 N/A
ING Growth Fund-Class I 1,624,859 N/A
MFS Capital Opportunities Fund 745,732 N/A
ING International Value Fund-Class I 1,171,579 N/A
The net appreciation (depreciation) in fair value of each significant class of
investments, which consists of the realized gains of losses and the unrealized
appreciation (depreciation) on those investments, is as follows for the years
ended December 31:
2002 2001
------------------ -------------------
Mutual Funds $ (3,423,356) $ (1,526,945)
ING Company Shares (33,880) -
------------------ -------------------
Net depreciation in fair value $ (3,457,236) $ (1,526,945)
================== ===================
5. Blackout Period
During 2002, as part of the transfer to a new trustee, the Plan Sponsor
initiated blackout period restrictions with respect to participant activity.
Effective November 30, 2001, former investment allocations were mapped based on
a prescribed table into new funds and new options were made available to
participants. The following table represents a summary of this fund mapping:
Sector New Funds Former Funds
------------------------ ---------------------------------------- -----------------------------------------
Global/ Pilgrim International Value Fund Templeton Foreign Fund
International
Janus Worldwide Fund New Investment Option
Pilgrim International Fund
Pilgrim Global Fund
Technology Fund
------------------------ ---------------------------------------- -----------------------------------------
Aggressive Growth Aetna Small Company Fund Aetna Small Company Fund
Aetna Index Plus MidCap Fund New Investment Option
AIM SmallCap Growth Fund
Pilgrim SmallCap Opportunities Fund
------------------------ ---------------------------------------- -----------------------------------------
Growth Aetna Growth Fund American Century Ultra Fund
Aetna Value Opportunity Fund Neuberger & Berman Guardian Trust Fund
Fidelity Blue Chip Growth Fund Janus Fund
MFS Capital Opportunities Fund Fidelity Advisor Growth Opportunities
------------------------ ---------------------------------------- -----------------------------------------
Growth and Income Aetna Index Plus LargeCap Fund Aetna Growth & Income Fund
(stocks)
Merrill Lynch Equity Index Trust Fidelity Advisor Equity Income
------------------------ ---------------------------------------- -----------------------------------------
Growth and Income Fidelity Puritan Fund Evergreen Foundation Fund
(stocks and bonds)
------------------------ ---------------------------------------- -----------------------------------------
Income Pilgrim Intermediate Bond Fund Janus Flexible Income Fund
Aetna Bond Fund
Pilgrim GNMA Income Fund New Investment Option
------------------------ ---------------------------------------- -----------------------------------------
Stability of Principal Aetna Fixed Account Aetna Fixed Account
Aetna Money Market Fund
---------------------- ---------------------------------------- -----------------------------------------
Company Stock ING Market Stock Fund New Investment Option
In December 2001, all activity was suspended while account records and trust
assets were transferred to the new trustee. During January 2002, current year
contributions are directed to the new Plan trustee. Effective February 15, 2002,
the blackout period ended and full-service activity resumed on all participant
accounts.
6. Parties-in-Interest to the Plan
The Plan holds investments in several mutual funds that are managed by the
affiliated companies of the Plan Sponsor. These funds are considered
parties-in-interest to the Plan. At December 31, 2002 and 2001, funds of
$9,354,919 and $4,933,567 were held in such investments and are considered
parties-in-interest to the Plan.
7. Subsequent Event
The Plan received a determination letter from the Internal Revenue Service dated
March 27, 2003, stating that the Plan is qualified under Section 401(a) of the
IRC and, therefore, the related trust is not subject to taxation under current
law.
Supplemental Schedule
ING 401(k) Plan for ILIAC Agents EIN-71-0294708 Plan-005 Schedule H, Line 4(i)
Schedule of Assets (Held at End of Year) At December 31, 2002
Identity of Issuer,
Borrower, Lessor or Description of Investment Including Maturity Date, Rate
Similar Party of Interest, Collateral, Par or Maturity Value Current Value
(a) (b) (c) (e)
------- ---------------------- ------------------------------------------------------- ----------------
* ING Fixed Account Investments underlying the ING Fixed Account are managed $ 1,541,122
with a goal of producing the highest sustainable
credited interest rates. An emphasis on high-credit,
mortgage backed securities, and careful monitoring of
the portfolio's risk to changes in interest rates are
key strategies for maintaining competitive rates. The
fixed account credited rate is 5.65% in 2002.
* ING GNMA Income Fund This separate account seeks a high level of current 250,417
income, consistent with liquidity and safety of
principal, through investment primarily in
mortgage-backed GNMA certificates that are guaranteed
as to the timely payment of principal and interest by
the United States Government. 27,732 units at $9.03
per unit
* ING Intermediate This separate account seeks to provide investors with a 414,109
Bond Fund high level of current income, consistent with the
preservation of capital and liquidity. 39,666 units
at $10.44 per unit.
Fidelity Puritan Fund This separate account seeks income and capital growth 367,034
consistent with reasonable risk. 23,245 units at
$15.79 per unit
Merrill Lynch Equity This separate account seeks to provide investment 401,463
Equity Index Trust results that, before expenses, replicate the
total return of the Standard & Poor's 500 Composite
Stock Price Index. 6,218 units at $64.56 per unit
Fidelity Blue Chip This separate account seeks growth of capital over the 1,987,272
Growth Fund long term. 62,219 units at $31.94 per unit
* ING Growth Fund - This separate account seeks growth of capital through 1,624,859
Class I investment in a diversified portfolio consisting
primarily of common stocks and securities convertible
into common stocks believed to offer growth
potential. 178,360 units at $9.11 per unit
* ING LargeCap Growth This separate account seeks long-term capital 34,222
Fund - Class I appreciation. 2,649 units at $12.92 per unit
* ING Value This separate account seeks growth of capital primarily 516,605
Opportunity Fund through investment in a diversified portfolio of
- Class I common stocks and securities convertible into common
stock. 64,015 units at $8.07 per unit
MFS Capital This separate account seeks capital appreciation 79,333 745,732
Opportunities units at $9.40 per unit
Fund- Class A
Identity of Issuer,
Borrower, Lessor or Description of Investment Including Maturity Date, Rate
Similar Party of Interest, Collateral, Par or Maturity Value Current Value
(a) (b) (c) (e)
------ ---------------------- --------------------------------------------------------- ----------------
AIM Small Cap Growth This separate account seeks long-term growth of capital. 214,417
Fund - Class R 11,603 units at $18.48 per unit
* ING Index Plus This separate account seeks to outperform the total 604,289
MidCap Fund - return performance of the Standard & Poor's MidCap
Class I 400 Index while maintaining a market level of risk.
56,581 units at $10.68 per unit
* ING Index Plus This separate account seeks to outperform the total 527,336
LargeCap Fund (I) return performance of the Standard & Poor's 500
Composite Index while maintaining a market level of
risk. 46,380 units at $11.37 per unit
* ING Small Company This separate account seeks growth of capital primarily 2,496,094
Fund - Class I through investment in a diversified portfolio of
common stocks and securities convertible into common
stocks of companies with smaller market
capitalization. 222,866 units at $11.20 per unit
* ING SmallCap This separate account seeks capital appreciation. 3,311 54,971
Opportunities units at $16.60 per unit
Fund - Class A
* ING Global This separate account seeks long-term capital 92,223
Technology Fund appreciation. 27,204 units at $3.39 per unit
- Class I
* ING International This separate account seeks long-term growth of capital. 27,093
Fund - Class I 3,816 units at $7.10 per unit
* ING International This separate account seeks long-term capital 1,171,579
Value Fund - appreciation. 113,967 units at $10.28 per unit
Class I
Janus Worldwide Fund This separate account seeks long-term growth of capital 58,804
in a manner consistent with the preservation of
capital. 1,830 units at $32.13 per unit
ING Market Stock Fund This separate account seeks to invest primarily in ING 95,674
American Depositary Shares ("ING ADSs").
----------------
Participant loans 527,257
----------------
$ 13,752,572
================
Note: Column (d) cost information is omitted for all participant directed investments.
* Indicates a party-in-interest to the Plan.
17
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ING 401(k) PLAN FOR ILIAC AGENTS
Dated: July 15, 2003 By: ING US PENSION COMMITTEE
By: /s/ Darryl L. Harris
-------------------------------------------
Name: Darryl L. Harris
Title: Chairman, ING U.S. Pension Committee
Exhibit 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-14254) pertaining to the ING 401(k) Plan for ILIAC Agents of ING
Groep N.V. and affiliates of our report dated July 10, 2003, with respect to the
financial statements and schedule of the ING 401(k) Plan for ILIAC Agents
included in this Annual Report (Form 11-K) for the year ended December 31, 2002.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 10, 2003
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report on Form 11-K of the ING 401(k) Plan for
ILIAC Agents (the "Plan") for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
such officer's knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Plan.
Date: July 15, 2003 By: /s/ Darryl L. Harris
-------------------------------------------
Name: Darryl L. Harris
Title: Chairman, ING U.S. Pension Committee
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document. This certification shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
liability under that section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934 except to the extent that this Exhibit 99.1
is expressly and specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906 has been
provided to the Plan and will be retained by the Plan and furnished to the
Securities and Exchange Commission or its staff upon request.