OTHER MATTERS Our Principal Accountants KPMG LLP has audited our consolidated financial statements since 1986 and will continue in that capacity during 2004. A representative of KPMG will be present at the 2004 Annual Meeting of Shareholders. The representative will have the opportunity to make a statement and will be available to respond to appropriate questions. Independent Auditors Fees The table below shows the aggregate fees billed by our principal accountants for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Report on Form 10-K for the fiscal years ended January 31, 2004 and December 31, 2002, and the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q for each of our fiscal quarters during 2003 and 2002, as well as fees paid to our principal accountants for audit-related work, tax compliance, tax planning and other consulting services: Fiscal 2003 Fiscal 2002 (a) Audit Fees $ 679,100 $ 697,650 Audit-related Fees (b) $ 58,650 $ 6,800 Tax Fees (c) $ 291,000 $ 142,642 All Other Fees $ 0 $ 0 Total Fees $ 1,028,750 $ 847,092 We did not engage our principal accountants to provide any professional services in connection with operating or supervising the operation of our information system or managing our local area network; or designing or implementing a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to the company’s financial statements taken as a whole. All audit work performed by KPMG is approved in advance by our Audit Committee, including the amount of fees due and payable to them for such work. In addition, our Audit Committee also approves all non-audit related work performed by KPMG in advance of the commencement of such work. Our Audit Committee has delegated to the chairman of the committee the right to approve such non-audit related assignments between meetings of the committee, and the Chairman then reports on all such approvals at the next meeting of the Committee, which considers ratification of such approvals by the committee Chairman. In 2003, all fees paid to KPMG were approved by our Audit Committee in advance of the performance of work by KPMG, and no fees were approved after the services were rendered by our principal accounting firm. The Audit Committee of our Board has determined that the non-audit services rendered by our independent accountants during our most recent fiscal year are compatible with maintaining their independence. Costs of the Proxy Solicitations The cost of the solicitation of proxies will be borne by us. Proxies may be solicited by officers, directors and regular employees of our company or our affiliates, none of whom will receive any additional compensation for their services. Such solicitations may be made personally, or by mail, facsimile, telephone, telegram or messenger. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material and annual reports to the beneficial owners of stock in accordance with the schedule of charges approved by the National Association of Securities Dealers, Inc. Copies of Form 10-K Available This Proxy Statement is being mailed together with our annual report to shareholders for the fiscal year ended January 31, 2004. We will provide a copy of our Annual Report on Form 10-K for our fiscal year ended January 31, 2004, as filed with the Securities and Exchange Commission, which includes our consolidated financial statements and notes to our financial statements, to any shareholder upon written request. The exhibits to the Form 10-K will be furnished upon request and payment of the cost of reproduction. Requests should be sent to the Shareholder Services, at our corporate 27 (a) Includes $110,000 of audit fees and $22,555 of tax fees for the transition period ended February 1, 2003. (b) Audit-related fees consist primarily of fees for services related to providing feedback on internal control documentation, audits of financial statements of our employee benefit plan and due diligence services. (c) Tax fees consist of fees for tax consultation and tax compliance services.
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