SEC 1746
(11-02)


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 control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . .11

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Simpson Manufacturing Co., Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

829073105

(CUSIP Number)

 

Douglas L. Hammer, Esq.
Shartsis Friese & Ginsburg, LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 5, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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 control number.

 



 

CUSIP No.   829073105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Simpson PSB Fund

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [      ]

 

 

(b)

 [XX]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
822,310

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
822,310

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
822,310

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.3

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Barclay Simpson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,008,169

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
5,008,169

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,018,171

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
20.4

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Simpson Investment Company

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,002

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Dr. John B. Simpson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
454,896

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
454,896

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
464,898

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.9

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Anne Simpson Gattis

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
403,416

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
403,416

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
413,418

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.7

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Jean D. Simpson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
363,753

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
363,753

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
373,755

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.5

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Jeffrey Philip Gainsborough

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,002

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Julie Marie Simpson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
110,000

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
110,000

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
120,002

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.5

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

9



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Elizabeth Simpson Murray

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
106,600

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
106,600

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
116,602

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.5

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

10



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Amy Catherine Simpson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [XX]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
113,200

 

8.

Shared Voting Power
10,002

 

9.

Sole Dispositive Power
113,200

 

10.

Shared Dispositive Power
10,002

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
123,202

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.5

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

11



 

Item 1.

Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of Simpson Manufacturing Co., Inc. (“SSD”).  The principal executive office of SSD is located at 4120 Dublin Boulevard, Suite 400, Dublin, CA  94568.

 

Item 2.

Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

 

 

(a)           Simpson PSB Fund (“PSB”) is a California nonprofit public benefit corporation.  The executive officers of PSB are Barclay Simpson, president; Charles A. Lee, secretary and chief financial officer; and Sharon Simpson, vice president.  The directors of PSB are Barclay Simpson, Charles A. Lee, Sharon Simpson, Thomas J Fitzmyers, Dr. John B. Simpson, Anne Simpson Gattis, Jean D. Simpson, Jeffrey Philip Gainsborough, Julie Marie Simpson, Elizabeth Simpson Murray and Amy Catherine Simpson.  Simpson Investment Company (“SIC”) is a California general partnership whose general partners are Barclay Simpson, Dr. John B. Simpson, Anne Simpson Gattis, Jean D. Simpson, Jeffrey Philip Gainsborough, Julie Marie Simpson, Elizabeth Simpson Murray and Amy Catherine Simpson.

 

 

 

(b)           The business address of Simpson PSB Fund is 3669 Mount Diablo Boulevard, Lafayette, CA  94549.  The business address of SIC, Barclay Simpson and Thomas J Fitzmyers is listed in Item 1 above.  Charles A. Lee’s business address is One Bates Boulevard, Suite 300, Orinda, CA  94563-2800.  Dr. John B. Simpson's business address is the University of California, Santa Cruz, 296 McHenry Library, Santa Cruz, CA  95064.  Jeffrey Philip Gainsborough's business address is 4702 FM 1960 West, Suite 131, Houston, TX  77069.  Jean D. Simpson's residence address is 227 Bonita Ave., Piedmont, CA  94611.  Julie Marie Simpson's residence address is 6180 Via Escondido, Malibu, CA  90263.  Amy Catherine Simpson's residence address is P.O. Box 4574, Incline Village, NV 89450.  Elizabeth Simpson Murray's residence address is 1107 Kagawa St., Pacific Palisades, CA  90272.  Anne Simpson Gattis' residence address is 29 Charles Hill Road, Orinda, CA 94563.  Sharon Simpson’s residence address is 520 Miner Road, Orinda, CA  94563.

 

 

 

(c)           Barclay Simpson is chairman of the board of directors of SSD.  Thomas J Fitzmyers is president, chief executive officer and a director of SSD.  See Item 1 above for the address of SSD.  Charles A. Lee is a partner of Guidotti & Lee.  SIC is a family partnership engaged in investment activities.  Barclay Simpson is the managing general partner of SIC and the father of SIC’s other general partners.  Dr. John B. Simpson is executive vice chancellor and campus provost at the University of California, Santa Cruz.  Jeffrey Philip Gainsborough is president of Gainsborough Mortgage, Inc.  See section (b) above for their business addresses.  Jean D. Simpson is a schoolteacher.  Julie Marie Simpson is a marketer and jewelry designer.  Amy Catherine Simpson, until recently, was the chef and owner of Jack Rabbit Moon.  Elizabeth Simpson Murray is self-employed as an actress.  Anne Simpson Gattis is a homemaker.  Sharon Simpson is a homemaker.  Jean D. Simpson, Julie Marie Simpson, Amy Catherine Simpson, Elizabeth Simpson Murray, Anne Simpson Gattis and Sharon Simpson have no business addresses.

 

 

 

(d)           During the last five years, none of the persons listed in section (a) above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

12



 

 

(e)           During the last five years, none of the persons listed in section (a) above was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

 

(f)            All of such natural persons are U.S. citizens.

 

Item 3.

Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing Stock were as follows:

 

Purchaser

 

Source of Funds

 

Amount

 

PSB

 

Stock was acquired by gift

 

0

 

SIC

 

Other

 

0

 

Barclay Simpson

 

PF

 

Nominal

 

Dr. John B. Simpson

 

Other

 

0

 

Anne Simpson Gattis

 

Other

 

0

 

Jean D. Simpson

 

Other

 

0

 

Jeffrey Philip Gainsborough

 

Other

 

0

 

Julie Marie Simpson

 

Other

 

0

 

Elizabeth Simpson Murray

 

Other

 

0

 

Amy Catherine Simpson

 

Other

 

0

 

Thomas J Fitzmyers

 

PF

 

$

248,227.84

 

Sharon Simpson

 

Other

 

0

 

 

Item 4.

Purpose of Transaction

Barclay Simpson made a charitable donation of 2,000,000 shares of Stock to PSB on January 31, 2003.  PSB sold 1,202,690 shares of Stock pursuant to a registration statement on Form S-3, filed with the SEC on February 14, 2003 (Registration No. 333-102910), for the purpose of providing funds for PSB’s charitable endeavors.

 

13



 

Item 5.

Interest in Securities of the Issuer

The beneficial ownership of the Stock by each person named in Item 2 of this statement is as follows at the date hereof:

 

 

 

Aggregate Beneficially Owned

 

Voting Power

 

Dispositive Power

 

Name

 

Number

 

Percent

 

Sole

 

Shared

 

Sole

 

Shared

 

PSB

 

822,310

 

3.3

 

822,310

 

 

 

822,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIC

 

10,002

 

0.0

 

 

 

10,002

 

 

 

10,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Barclay Simpson

 

5,018,171

(1)(2)(3)

20.4

 

5,008,169

(1)(2)

10,002

(3)

5,008,169

(1)(2)

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dr. John B. Simpson

 

464,898

(3)

1.9

 

454,896

 

10,002

(3)

454,896

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anne Simpson Gattis

 

413,418

(3)

1.7

 

403,416

 

10,002

(3)

403,416

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jean D. Simpson

 

373,755

(3)

1.5

 

363,753

 

10,002

(3)

363,753

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey Philip Gainsborough

 

10,002

(3)

0.0

 

 

 

10,002

(3)

 

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Julie Marie Simpson

 

120,002

(3)

0.5

 

110,000

 

10,002

(3)

110,000

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Elizabeth Simpson Murray

 

116,602

(3)

0.5

 

106,600

 

10,002

(3)

106,600

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amy Catherine Simpson

 

123,302

(3)

0.5

 

113,200

 

10,002

(3)

113,200

 

10,002

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas J Fitzmyers

 

487,414

(4)(5)

2.0

 

487,414

(4)(5)

 

 

487,414

(4)(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sharon Simpson

 

540

 

0.0

 

540

 

 

 

540

 

 

 

 


(1)  Includes 1,750 shares of Stock receivable on exercise of an option that is exercisable within 60 days.

 

(2)  Includes 4,277 shares of Stock owned indirectly through SSD’s profit sharing trust.

 

(3)  Includes 10,002 shares of Stock held by SIC.

 

(4)  Includes 33,750 shares of Stock receivable on exercise of an option that is exercisable within 60 days.

 

(5)  Includes 10,400 shares of stock owned indirectly through SSD’s profit sharing trust.

 

14



 

The persons filing this statement effected the following transactions in the Stock on the dates indicated, and such transactions are the only transactions in the Stock by the persons named in Item 2 since Amendment No. 3 to this Schedule 13D was filed on January 31, 2003:

 

Name

 

Purchase or Sale

 

Date

 

Number of Shares

 

Price Per Share

 

PSB

 

Sale

 

3/5/03

 

977,690

 

$

32

 

 

 

 

 

 

 

 

 

 

 

PSB

 

Sale

 

3/10/03

 

225,000

 

$

32

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Barclay Simpson, Dr. John B. Simpson, Anne Simpson Gattis, Jean D. Simpson, Jeffrey Philip Gainsborough, Julie Marie Simpson, Elizabeth Simpson Murray, and Amy Catherine Simpson are the general partners of SIC, pursuant to SIC's partnership agreement.  As the managing general partner of SIC, and as attorney-in-fact for the other reporting persons, Barclay Simpson has the authority, among other things, to invest the funds of SIC in the Stock, to vote and dispose of the Stock and to file this statement on behalf of SIC and the other general partners.

 

Barclay Simpson and Thomas J Fitzmyers participate in the SSD 1994 Stock Option Plan (the "Plan"), which is described on pages 5 through 10 of Exhibit B hereto.  A copy of the Plan is Exhibit C hereto.  Barclay Simpson holds Nonstatutory Stock Options granted under the Plan, entitling him to purchase up to 2,000 shares of Stock, of which 1,750 shares of Stock may be purchased within 60 days.  Thomas J Fitzmyers holds Nonstatutory Stock Options granted under the Plan, entitling him to purchase up to 36,000 shares of Stock, of which 33,750 shares of Stock may be purchased within 60 days.

 

On January 31, 2003, SSD filed a registration statement for an offering of 2,000,000 shares of SSD held by PSB.  PSB engaged du Pasquier & Co., Inc. and CJS Securities to sell these shares publicly.  SSD withdrew 797,310 shares from registration on March 26, 2003.

 

Item 7.

Material to Be Filed as Exhibits

A.            Agreement Regarding Joint Filing of Statement on Schedule 13D is incorporated herein by reference to Amendment No. 3 to this Schedule 13D filed on January 31, 2003.

 

B.            Matter under the heading “Proposal No. 2 Approval of Amendment of the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan,” in SSD’s  Proxy Statement dated June 24, 2002, is incorporated herein by reference.

 

C.            Simpson Manufacturing Co., Inc. 1994 Stock Option Plan is incorporated herein by reference to Exhibit 4.1 to SSD’s Form S-8 Registration Statement filed on July 30, 2002.

 

C.            SIC Partnership Agreement is incorporated by reference to Amendment No. 1 to this Schedule 13D filed on November 7, 1996.

 

D.            Form of Finder’s Agreement is incorporated by reference to SSD’s Form S-3 Registration Statement filed on January 31, 2003.

 

 

15



 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:    March 26, 2003

 

 

SIMPSON INVESTMENT COMPANY

 

SIMPSON PSB FUND

 

 

 

 

 

 

By:

/s/ Barclay Simpson

 

 

By:

/s/ Barclay Simpson

 

 

Barclay Simpson

 

 

 

Barclay Simpson

 

 

Managing General Partner

 

 

 

President

 

 

 

 

Dr. John B. Simpson

 

 

Anne Simpson Gattis

 

/s/ Barclay Simpson

 

Jean D. Simpson

 

Barclay Simpson

Jeffrey Philip Gainsborough

 

 

Julie Marie Simpson

 

 

Elizabeth Simpson Murray

 

 

Amy Catherine Simpson

 

 

 

 

 

By:

/s/ Barclay Simpson

 

 

 

 

Barclay Simpson

 

 

 

 

Attorney-In-Fact

 

 

 

 

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