4 1 d4.txt FORM 4 - MICHAEL R.CONN

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). (Over) SEC 1474 (7-96) FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Explanation of Responses: The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. /s/ Michael R. Conn June 5, 2002 ----------------------------------------------- ---------------------- ** Signature of Reporting Person Date **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. ____________________ (1) This option vests 50% on the date of grant and 16.67% on each of the next 3 anniversaries of the date of grant. (2) This option vests 10,000 shares on each of February 5, 2000, February 5, 2001, February 5, 2002, February 5, 2003 and February 5, 2004. (3) This option vests 15,000 shares on the date of grant and 3,750 shares on each of the first four anniversaries of the date of grant. Page 2 SEC 1474 (7-96)

CONN MICHAEL 4