performance-based under the transition provisions provided in the regulations
under the Section. Therefore, the Committee currently expects Code Section
162(m) to have no material effect on the Company.
Robert V. Leffler, Jr., Chairman
Warren H. Gfeller
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During Fiscal 2001, Mr. Robert V. Leffler, Jr. and Mr. Warren H. Gfeller
served on the Company's Compensation Committee.
REPORT OF THE AUDIT COMMITTEE
The Company's management has the primary responsibility for the financial
statements and the reporting process including the systems of internal controls.
The primary purpose of the Audit Committee of the Company's Board of Directors
is to assist the Board of Directors in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including by
overviewing the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public or other users
thereof, the Company's systems of internal accounting and financial controls,
and the annual independent audit of the Company's financial statements.
The Audit Committee met five times during 2001. Representatives from the
Company's independent auditors, PricewaterhouseCoopers, LLC ("PwC") were present
at each of the Committee's five meetings.
On November 8, 2001, the Audit Committee received from PwC the written
disclosures and the letter regarding PwC's independence required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees.
Additionally, the Audit Committee and PwC have also discussed PwC's independence
relative to the Company.
The Audit Committee has discussed with PwC the Company's financial
management and financial structure and the matters relating to the conduct of
the audit required to be discussed by Statement on Auditing Standards 61. The
Audit Committee has also reviewed and discussed with the Company's management
the Company's audited consolidated financial statements relating to 2001.
Based upon the review and discussions described above, the Audit Committee
recommended to the Company's Board of Directors that the Company's consolidated
financial statements for 2001, audited by PwC be included in the Company's 2001
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 28, 2002.
Warren H. Gfeller, Chairman
John R. Halldow
Robert V. Leffler, Jr.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is presently discussing proposed terms for the consulting
arrangement with its former Chairman Malcolm Glazer. Mr. Glazer resigned as
Chairman and as a director effective March 1, 2002. Mr. Glazer beneficially owns
approximately 47% of the Company's outstanding common stock through the Malcolm
I. Glazer Family Limited Partnership. No specific terms have been agreed upon by
the parties as to the duties or amount of compensation under the consulting
Gordon E. Forth, who serves as corporate secretary of Zapata and Zap.Com,
is a partner at Woods Oviatt Gilman LLP which has acted as counsel to Zapata and