UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 10-Q

(Mark One)
       [ x ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended June 30, 2002
                                     OR

       [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _________________ to ____________________
Commission file number: 333-53603-01

                              GPC CAPITAL CORP. II
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                           23-2952404
-------------------------------       ------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

                            2401 Pleasant Valley Road
                               York, Pennsylvania
                    ----------------------------------------
                    (Address of principal executive offices)

                                      17402
                                   ----------
                                   (zip code)

                                 (717) 849-8500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, Yes [ ] No [X].

As of the date hereof, 1,000 shares of the registrant's common stock, par value
$.01 per share, are outstanding.


                                       1
<PAGE>



                              GPC CAPITAL CORP. II
                                      INDEX


                          PART I. FINANCIAL INFORMATION


                                                                    Page Number
Item 1: Condensed Financial Statements:

        CONDENSED BALANCE SHEETS -
           At June 30, 2002 and December 31, 2001......................     3

        CONDENSED STATEMENTS OF OPERATIONS - For the Three
           and Six Months Ended June 30, 2002 and July 1, 2001.........     4

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
           Ended December 31, 2001 and Six Months Ended June 30, 2002..     5

        CONDENSED STATEMENTS OF CASH FLOWS - For the Six Months
           Ended June 30, 2002 and July 1, 2001........................     6

        NOTES TO CONDENSED FINANCIAL STATEMENTS........................     7

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations..........................................     8

Item 3: Quantitative and Qualitative Disclosures About Market Risk.....     9

                           PART II. OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...............................    10

Signature:.............................................................    11



                                       2
<PAGE>





PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements


                              GPC CAPITAL CORP. II
                            CONDENSED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)


                                              June 30,        December 31,
                                                2002             2001
                                              --------        ------------
Total assets.............................        --               --
Commitments and contingent liabilities...        --               --
Total liabilities........................        --               --
Total shareholder's equity...............        --               --















               See accompanying notes to the financial statements.


                                       3
<PAGE>



                              GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF OPERATIONS
                                 (in thousands)
                                   (Unaudited)



                           Three Months Ended        Six Months Ended
                           ------------------       ------------------
                           June 30,   July 1,       June 30,   July 1,
                             2002       2001          2002       2001
                           --------   -------       --------   -------
Net Sales.................    --         --            --         --

Operating Income..........    --         --            --         --

Interest Expense, Net.....    --         --            --         --

Net Income................    --         --            --         --




















               See accompanying notes to the financial statements.


                                       4
<PAGE>



                              GPC CAPITAL CORP. II
                  CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (in thousands)
                                   (Unaudited)




Balance at January 1, 2001..............     --

Balance at December 31, 2001............     --

Balance at June 30, 2002................     --






















               See accompanying notes to the financial statements.


                                       5
<PAGE>



                              GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)


                                      Six Months Ended
                                    ------------------
                                    June 30,     July 1,
                                      2002         2001
                                    --------     -------
Operating activities.........          --           --

Investing activities.........          --           --

Financing activities.........          --           --






















               See accompanying notes to the financial statements.


                                       6
<PAGE>


                              GPC CAPITAL CORP. II
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)


1.   Basis of Presentation

     The accompanying unaudited condensed financial statements of GPC
Capital Corp. II have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not
include all of the information and footnotes required by generally accepted
accounting principles for complete annual financial statements. In the opinion
of management, all adjustments (consisting only of usual recurring adjustments
considered necessary for a fair presentation) are reflected in the condensed
financial statements.

     GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company." The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets,
does not conduct any independent operations and during the six months ended June
30, 2002, did not execute any transactions. GPC Capital Corp. II has authorized
and issued 1,000 shares of common stock with a par value of $.01 per share.

     For additional information, see the related Quarterly Report on Form
10-Q of Holdings for the quarter ended June 30, 2002.


2.   Debt Arrangements

     On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior Discount
Notes mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.

     The Operating Company's Senior Credit Agreement currently consists of
four term loans to the Operating Company with initial term loan commitments
totaling $570 million and two revolving loan facilities to the Operating Company
totaling $255 million. The obligations of the Operating Company under the Senior
Credit Agreement are guaranteed by Holdings and certain other subsidiaries of
Holdings. The term loans are payable in quarterly installments through January
31, 2007, and require payments of $25.0 million in 2002, $27.5 million in 2003,
$93.0 million in 2004, $64.9 million in 2005 and $242.7 million in 2006. The
Operating Company expects to fund scheduled dept repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.


3.   Subsequent Event - Equity Offering and Concurrent Transactions

     During the three months ended June 30, 2002, Holdings announced that it
was pursuing an initial public offering. In connection with the offering,
Holdings planned to effect an internal reorganization in which GPC Capital Corp.
II, a wholly-owned subsidiary of Holdings, would change its name to Graham
Packaging Company Inc., exchange shares of newly-issued common stock for all of
the partnership interests of Holdings and exchange options to purchase
partnership interests in Holdings for options to purchase shares of Graham
Packaging Company, Inc. In connection with the proposed offering, Graham
Packaging Company, L.P. and GPC Capital Corp. I, subsidiaries of Holdings,
announced their proposed offering of $100 million aggregate principal amount of
8 3/4% senior subordinated notes due 2008, and GPC Capital Corp. II commenced a
tender offer and consent solicitation for all $169 million aggregate principal
amount of Senior Discount Notes due 2009 co-issued by it and Holdings. On July
23, 2002 Holdings announced that it had postponed its plans for the initial
public offering due to the recent adverse conditions in the stock market. In
connection with the postponement of the initial public offering, Holdings also
postponed the proposed senior subordinated notes offering and GPC Capital Corp.
II terminated its tender offer and consent solicitation.


                                       7
<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements." This Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended ("the
Exchange Act"). All statements other than historical facts included in this
Report on Form 10-Q, including without limitation, statements regarding the
Company's future financial position, business strategy, anticipated capital
expenditures, anticipated business acquisitions, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
the Company can give no assurance that such expectations will prove to have been
correct.

     All entities and assets owned by Holdings are referred to collectively as
the "Company."


Results of Operations

     None


Liquidity and Capital Resources

     On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior Discount
Notes mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.

     The Operating Company's Senior Credit Agreement currently consists of
four term loans to the Operating Company with initial term loan commitments
totaling $570 million and two revolving loan facilities to the Operating Company
totaling $255 million. The obligations of the Operating Company under the Senior
Credit Agreement are guaranteed by Holdings and certain other subsidiaries of
Holdings. The term loans are payable in quarterly installments through January
31, 2007, and require payments of $25.0 million in 2002, $27.5 million in 2003,
$93.0 million in 2004, $64.9 million in 2005 and $242.7 million in 2006. The
Operating Company expects to fund scheduled dept repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.



                                       8
<PAGE>




Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.



                                       9
<PAGE>




PART II OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

        None


(b)     Reports on Form 8-K

        No reports on Form 8-K were required to be filed during the quarter
        ended June 30, 2002.





                                       10
<PAGE>




                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


     Dated:     August 13, 2002


                                GPC CAPITAL CORP. II
                                (Registrant)


                                By: /s/ John E. Hamilton
                                -----------------------------------
                                   John E. Hamilton
                                   Vice President
                                   (chief accounting officer and duly
                                   authorized officer)




                                       11
<PAGE>





                                  CERTIFICATION

     Each of the undersigned  hereby  certifies in his capacity as an officer of
GPC Capital Corp.  II that the Quarterly  Report of the Company on Form 10-Q for
the quarterly period ended June 30, 2002 fully complies with the requirements of
Section 13(a) of the  Securities  Exchange Act of 1934 and that the  information
contained  in  such  report  fairly  presents,  in all  material  respects,  the
financial  condition of the Company at the end of such period and the results of
operations of the Company for such period.


     Dated:     August 13, 2002


                                By: /s/  Philip R. Yates
                                -----------------------------------
                                    Philip R. Yates
                                    President, Treasurer and Assistant
                                    Secretary and Director
                                    (chief executive officer)


                                By: /s/  John E. Hamilton
                                -----------------------------------
                                    John E. Hamilton
                                    Vice President, Secretary and Assistant
                                    Treasurer and Director
                                    (chief financial officer)


                                       12
<PAGE>
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{"company-data": {"conformed-name": "GPC CAPITAL CORP II", "cik": "0001061504", "assigned-sic": "3080", "irs-number": "232952404", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-53603-01", "film-number": "02731139"}, "business-address": {"street1": "2401 PLEASANT VALLEY ROAD", "city": "YORK", "state": "PA", "zip": "17402", "phone": "7178498500"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 10-Q

(Mark One)
       [ x ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended June 30, 2002
                                     OR

       [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _________________ to ____________________
Commission file number: 333-53603-01

                              GPC CAPITAL CORP. II
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                           23-2952404
-------------------------------       ------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

                            2401 Pleasant Valley Road
                               York, Pennsylvania
                    ----------------------------------------
                    (Address of principal executive offices)

                                      17402
                                   ----------
                                   (zip code)

                                 (717) 849-8500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, Yes [ ] No [X].

As of the date hereof, 1,000 shares of the registrant's common stock, par value
$.01 per share, are outstanding.

                                       1
GPC CAPITAL CORP. II
                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                    Page Number
Item 1: Condensed Financial Statements:

        CONDENSED BALANCE SHEETS -
           At June 30, 2002 and December 31, 2001......................     3

        CONDENSED STATEMENTS OF OPERATIONS - For the Three
           and Six Months Ended June 30, 2002 and July 1, 2001.........     4

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
           Ended December 31, 2001 and Six Months Ended June 30, 2002..     5

        CONDENSED STATEMENTS OF CASH FLOWS - For the Six Months
           Ended June 30, 2002 and July 1, 2001........................     6

        NOTES TO CONDENSED FINANCIAL STATEMENTS........................     7

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations..........................................     8

Item 3: Quantitative and Qualitative Disclosures About Market Risk.....     9

                           PART II. OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...............................    10

Signature:.............................................................    11

                                       2
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements

                              GPC CAPITAL CORP. II
                            CONDENSED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)

                                              June 30,        December 31,
                                                2002             2001
                                              --------        ------------
Total assets.............................        --               --
Commitments and contingent liabilities...        --               --
Total liabilities........................        --               --
Total shareholder's equity...............        --               --

               See accompanying notes to the financial statements.

                                       3
GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF OPERATIONS
                                 (in thousands)
                                   (Unaudited)

                           Three Months Ended        Six Months Ended
                           ------------------       ------------------
                           June 30,   July 1,       June 30,   July 1,
                             2002       2001          2002       2001
                           --------   -------       --------   -------
Net Sales.................    --         --            --         --

Operating Income..........    --         --            --         --

Interest Expense, Net.....    --         --            --         --

Net Income................    --         --            --         --

               See accompanying notes to the financial statements.

                                       4
GPC CAPITAL CORP. II
                  CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (in thousands)
                                   (Unaudited)

Balance at January 1, 2001..............     --

Balance at December 31, 2001............     --

Balance at June 30, 2002................     --

               See accompanying notes to the financial statements.

                                       5
GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)

                                      Six Months Ended
                                    ------------------
                                    June 30,     July 1,
                                      2002         2001
                                    --------     -------
Operating activities.........          --           --

Investing activities.........          --           --

Financing activities.........          --           --

               See accompanying notes to the financial statements.

                                       6
GPC CAPITAL CORP. II
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

1.   Basis of Presentation

     The accompanying unaudited condensed financial statements of GPC
Capital Corp. II have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not
include all of the information and footnotes required by generally accepted
accounting principles for complete annual financial statements. In the opinion
of management, all adjustments (consisting only of usual recurring adjustments
considered necessary for a fair presentation) are reflected in the condensed
financial statements.

     GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company." The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets,
does not conduct any independent operations and during the six months ended June
30, 2002, did not execute any transactions. GPC Capital Corp. II has authorized
and issued 1,000 shares of common stock with a par value of $.01 per share.

     For additional information, see the related Quarterly Report on Form
10-Q of Holdings for the quarter ended June 30, 2002.

2.   Debt Arrangements

     On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior Discount
Notes mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.

     The Operating Company's Senior Credit Agreement currently consists of
four term loans to the Operating Company with initial term loan commitments
totaling $570 million and two revolving loan facilities to the Operating Company
totaling $255 million. The obligations of the Operating Company under the Senior
Credit Agreement are guaranteed by Holdings and certain other subsidiaries of
Holdings. The term loans are payable in quarterly installments through January
31, 2007, and require payments of $25.0 million in 2002, $27.5 million in 2003,
$93.0 million in 2004, $64.9 million in 2005 and $242.7 million in 2006. The
Operating Company expects to fund scheduled dept repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.

3.   Subsequent Event - Equity Offering and Concurrent Transactions

     During the three months ended June 30, 2002, Holdings announced that it
was pursuing an initial public offering. In connection with the offering,
Holdings planned to effect an internal reorganization in which GPC Capital Corp.
II, a wholly-owned subsidiary of Holdings, would change its name to Graham
Packaging Company Inc., exchange shares of newly-issued common stock for all of
the partnership interests of Holdings and exchange options to purchase
partnership interests in Holdings for options to purchase shares of Graham
Packaging Company, Inc. In connection with the proposed offering, Graham
Packaging Company, L.P. and GPC Capital Corp. I, subsidiaries of Holdings,
announced their proposed offering of $100 million aggregate principal amount of
8 3/4% senior subordinated notes due 2008, and GPC Capital Corp. II commenced a
tender offer and consent solicitation for all $169 million aggregate principal
amount of Senior Discount Notes due 2009 co-issued by it and Holdings. On July
23, 2002 Holdings announced that it had postponed its plans for the initial
public offering due to the recent adverse conditions in the stock market. In
connection with the postponement of the initial public offering, Holdings also
postponed the proposed senior subordinated notes offering and GPC Capital Corp.
II terminated its tender offer and consent solicitation.

                                       7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements." This Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended ("the
Exchange Act"). All statements other than historical facts included in this
Report on Form 10-Q, including without limitation, statements regarding the
Company's future financial position, business strategy, anticipated capital
expenditures, anticipated business acquisitions, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
the Company can give no assurance that such expectations will prove to have been
correct.

     All entities and assets owned by Holdings are referred to collectively as
the "Company."

Results of Operations

     None

Liquidity and Capital Resources

     On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior Discount
Notes mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.

     The Operating Company's Senior Credit Agreement currently consists of
four term loans to the Operating Company with initial term loan commitments
totaling $570 million and two revolving loan facilities to the Operating Company
totaling $255 million. The obligations of the Operating Company under the Senior
Credit Agreement are guaranteed by Holdings and certain other subsidiaries of
Holdings. The term loans are payable in quarterly installments through January
31, 2007, and require payments of $25.0 million in 2002, $27.5 million in 2003,
$93.0 million in 2004, $64.9 million in 2005 and $242.7 million in 2006. The
Operating Company expects to fund scheduled dept repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.

                                       8
Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.

                                       9
PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

        None

(b)     Reports on Form 8-K

        No reports on Form 8-K were required to be filed during the quarter
        ended June 30, 2002.

                                       10
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

     Dated:     August 13, 2002

                                GPC CAPITAL CORP. II
                                (Registrant)

                                By: /s/ John E. Hamilton
                                -----------------------------------
                                   John E. Hamilton
                                   Vice President
                                   (chief accounting officer and duly
                                   authorized officer)

                                       11
CERTIFICATION

     Each of the undersigned  hereby  certifies in his capacity as an officer of
GPC Capital Corp.  II that the Quarterly  Report of the Company on Form 10-Q for
the quarterly period ended June 30, 2002 fully complies with the requirements of
Section 13(a) of the  Securities  Exchange Act of 1934 and that the  information
contained  in  such  report  fairly  presents,  in all  material  respects,  the
financial  condition of the Company at the end of such period and the results of
operations of the Company for such period.

     Dated:     August 13, 2002

                                By: /s/  Philip R. Yates
                                -----------------------------------
                                    Philip R. Yates
                                    President, Treasurer and Assistant
                                    Secretary and Director
                                    (chief executive officer)

                                By: /s/  John E. Hamilton
                                -----------------------------------
                                    John E. Hamilton
                                    Vice President, Secretary and Assistant
                                    Treasurer and Director
                                    (chief financial officer)

                                       12