<PAGE> 1
EXHIBIT 20.2
The following table sets forth the historical capitalization of the
Registrant as of September 30, 2000 and the unaudited pro forma capitalization
of the Registrant as of such date, after giving effect to and as if the
following transactions had occurred on September 30, 2000: (1) the Repurchase
Offer, (2) the Repurchase Offer, the New Credit Facilities, the Senior
Subordinated Credit Facility and the Acquisition Transaction, and (3) the
Repurchase Offer, the New Credit Facilities, the Senior Subordinated Credit
Facility, the Acquisition Transaction and the Reserve Sale.
<TABLE>
<CAPTION>
As of September 30, 2000
Pro Forma for
Pro Forma for the Repurchase
the Repurchase Offer, the New
Offer, the New Credit Facilities,
Credit Facilities, the Senior
the Senior Subordinated
Subordinated Credit Facility,
Credit Facility the Acquisition
Pro Forma for and the Transaction and
the Repurchase Acquisition the Reserve
Actual Offer(1) Transaction(1) Sale(1)
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(in thousands)
<S> <C> <C> <C> <C>
Cash and cash
equivalents .................... $ 16,066 $ 16,066 $ 32,442 $ 30,000
============ ============ ============ ============
Long Term Debt and
Capitalized Leases
(including current
maturities) .................... 264,666 271,966 793,980 721,538
Stockholders'
Equity (2) ..................... 33,747 32,495 32,194 32,194
------------ ------------ ------------ ------------
Total Capitalization ........... $ 298,413 $ 304,461 $ 826,174 $ 753,732
============ ============ ============ ============
</TABLE>
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(1) Assuming that all Notes are tendered and purchased.
(2) The Registrant's operating results for the quarter ended September 30, 2000
were impacted by an impairment loss of $57.2 million resulting from the
Reserve Sale, which transaction was agreed to on October 17, 2000. This
impairment loss resulted in the Registrant reporting a loss from operations
of approximately $49.6 million for the three months ended September 30, 2000
and a loss from operations of approximately $32.3 million for the nine
months ended September 30, 2000.
