As filed with the Securities and Exchange Commission on May 3, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HILTON HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 36-2058176 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
9336 Civic Center Drive
Beverly Hills, California 90210
(310) 278-4321
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Madeleine A. Kleiner
Executive Vice President, General Counsel and Corporate Secretary
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
(310) 278-4321
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Cynthia A. Rotell
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
Approximate Date Of Commencement Of Proposed Sale To The Public:
From time to time after the effective date of this registration statement, as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered(1) |
Amount to be registered(2) |
Proposed maximum offering price per share(3) |
Proposed maximum aggregate offering price(3) |
Amount of registration fee |
||||
| Common Stock, $2.50 par value per share | 5,200,000 shares | $16.06 | $83,512,000 | $7,684 | ||||
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED MAY 3, 2002
PRELIMINARY PROSPECTUS
HILTON HOTELS CORPORATION
5,200,000 SHARES
COMMON STOCK
This prospectus relates to the offering for resale of up to 5,200,000 shares of our common stock, par value $2.50 per share, from time to time by the selling stockholder named in this prospectus through public or private transactions, on or off the New York Stock Exchange, at prevailing market prices, at prices related to prevailing market prices, at negotiated prices or at fixed prices. We will not receive any of the proceeds from the sale of these securities. See "Selling Stockholder" and "Plan of Distribution," concerning information about the selling stockholder and the methods of sale of the shares of common stock.
Our common stock is listed on the New York Stock Exchange under the ticker symbol "HLT." On May 2, 2002, the closing price for one share of our common stock was $16.09.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2002.
| Where You Can Find More Information | 1 | |
| Incorporation of Certain Documents by Reference | 1 | |
| Forward Looking Statements | 2 | |
| Our Company | 2 | |
| Use of Proceeds | 3 | |
| Selling Stockholder | 3 | |
| Plan of Distribution | 3 | |
| Legal Matters | 5 | |
| Experts | 5 |
You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. No one is authorized to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The securities are not being offered in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus and in any prospectus supplement or information incorporated in such documents is accurate as of any date other than the date of such documents. Our business, financial condition, results of operations and prospects may have changed since that date.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). You may read and copy any reports, statements or other information filed by us at the Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and in New York, New York. Copies of this material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its public reference rooms in New York, New York, at prescribed rates. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. Copies of this information may also be inspected at the reading room of the library of the National Association of Securities Dealers, Inc., 1734 K Street, N.W., Washington, D.C. 20006. Our filings with the Commission are also available to the public from commercial document retrieval services and at the Commission's web site at "http://www.sec.gov." In addition, the New York Stock Exchange and the Pacific Stock Exchange list our common stock and you may inspect and copy reports and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference any future filings we will make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the time all of the securities offered by this prospectus are sold, and the following documents:
We have filed a registration statement on Form S-3 with the Commission under the Securities Act that registers the shares offered by this prospectus. As permitted by the rules and regulations of the Commission, this prospectus does not contain all of the information set forth in the registration statement. You should read the registration statement for further information about us and our common stock.
We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for such copies should be addressed to:
Corporate
Secretary
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
Telephone number (310) 278-4321
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This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements that relate to future events or to future business or performance. These statements include statements relating to our plans, strategies, objectives, expectations, intentions and adequacy of resources, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The words "believes," "anticipates," "expects," "intends," "plans," and "projects" and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and financial performance and are subject to risks and uncertainties including, among other things,
which could cause actual results to differ materially from historical results or those anticipated. Although we believe the expectations reflected in these forward-looking statements are based upon reasonable assumptions, we cannot assure you that our expectations will be attained and caution you not to place undue reliance on such statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect current or future events or circumstances.
Except as required by law, we do not intend to update publicly or revise any forward-looking statements, even if new information becomes available or other events occur.
We are primarily engaged, together with our subsidiaries, in the ownership, management and development of hotels, resorts and timeshare properties and the franchising of lodging properties. Our hotel brands include Hilton, Hilton Garden Inn, Doubletree, Embassy Suites, Hampton, Homewood Suites by Hilton, Conrad and Harrison Conference Centers. We develop and operate timeshare resorts through Hilton Grand Vacations Company and its related entities, which we wholly own. We are also engaged in various other activities related or incidental to the operation of hotels. Our principal
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executive offices are located at 9336 Civic Center Drive, Beverly Hills, California 90210, and our telephone number is (310) 278-4321.
First Quarter 2002 Earnings
On April 23, 2002, we reported unaudited earnings for the first quarter of 2002. For the three months ended March 31, 2002, our consolidated revenue decreased 14 percent to $921 million compared to $1,070 million for the corresponding 2001 period. First quarter 2002 net income decreased 38 percent to $34 million, compared to $55 million for the corresponding 2001 period. Diluted net income per share was $0.09, compared with $0.15 in the first quarter 2001.
Hilton Waikoloa Village
On May 1, 2002, we completed the purchase of the Hilton Waikoloa Village, a 1,241-room resort on the Big Island of Hawaii. Prior to the purchase, we managed and owned a 13 percent interest in the property. We purchased the remaining 87 percent interest for consideration of approximately $155 million, consisting of approximately $75 million in cash and the 5.2 million shares of our common stock being offered by the selling stockholder pursuant to this prospectus.
The net proceeds from the sale of the shares will be received by the selling stockholder. None of the proceeds from any sales by the selling stockholder will be received by us.
The following table sets forth certain information with respect to the shares of common stock owned and to be offered by this prospectus from time to time by Pan Global Partners, a Hawaii limited partnership, or its transferees, pledgees, donees and successors-in-interest. Pan Global acquired the 5,200,000 shares of common stock offered by this prospectus from us in connection with our acquisition of Pan Global's interest in the Hilton Waikoloa Village on May 1, 2002. The selling stockholder may resell all, a portion or none of its shares at any time. We are registering the shares to permit Pan Global and its transferees, pledgees, donees and other successors-in-interest to resell the shares when they deem appropriate.
The following table sets forth information regarding the beneficial ownership of the common stock by the selling stockholder as of May 3, 2002
| |
Shares of Common Stock Owned Prior to Offering |
Shares of Common Stock Offered Hereby |
||
|---|---|---|---|---|
| Pan Global Partners(1) c/o Starn O'Toole Marcus & Fisher 737 Bishop Street, Suite 1740 Honolulu, Hawaii 96813 |
5,200,000 | 5,200,000 |
Pursuant to a registration rights agreement between us and the selling stockholder, which has been filed as an exhibit to the registration statement of which this prospectus is a part, we agreed to file the registration statement to register the resale of the shares by the selling stockholder.
Sales of the shares of common stock may be made from time to time by the selling stockholder, including its pledgees, donees, transferees, successors-in-interest or others who may later hold such selling stockholder's interest in the shares and who are otherwise entitled to resell the shares using this prospectus, in one or more transactions on the New York Stock Exchange, the Pacific Stock Exchange
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or any other national securities exchange on which our common stock is traded (which may involve crosses and block trades), in the over-the-counter market, in privately negotiated transactions or otherwise or in any combination of such transactions at market prices then prevailing, at prices related to the then current market price, at negotiated prices or at fixed prices. In addition, any shares of common stock covered by this prospectus which qualify for sale pursuant to Section 4(1) of the Securities Act or Rule 144 promulgated under the Securities Act may be sold under those provisions rather than pursuant to this prospectus. The shares of common stock may be offered in any manner permitted by law, including through underwriters, brokers, dealers or agents, and directly to purchasers. The shares of common stock may also be sold in the following types of transactions:
In effecting sales, brokers or dealers engaged by the selling stockholder may arrange for other brokers or dealers to participate in the resales.
Brokers, dealers or agents may receive compensation in the form of commissions, underwriting discounts or concessions from the selling stockholder in amounts to be negotiated in connection with the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the Securities Act.
In the event the selling stockholder engages an underwriter in connection with the sale of the shares of common stock, to the extent required, a prospectus supplement will be distributed, which will set forth the number of shares being offered and the terms of the offering, including the names of the underwriters, any discounts, commissions and other items constituting compensation to underwriters, dealers or agents, the public offering price and any discounts, commissions or concessions allowed or paid by underwriters to dealers.
We have agreed to indemnify the selling shareholder and its directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act, or to contribute with respect to payments which the selling shareholder may be required to make. The selling shareholder has agreed to indemnify us for liabilities arising under the Securities Act with respect to written information furnished to us by it or to contribute in connection with these liabilities.
Pursuant to the registration rights agreement, we have agreed to keep the registration statement of which this prospectus is a part effective for the sale of shares for a period of one year, subject to extension if the selling stockholder is required to suspend sales of the shares under certain circumstances, or such shorter period when all of the shares have been sold pursuant to this prospectus. We may, under specified circumstances, suspend the availability of this prospectus for use by the selling stockholder and its transferees, pledgees, donees and successors-in-interest. We have agreed to pay the expenses incidental to the registration of the shares and to reimburse the selling stockholder for the reasonable fees and disbursements of one law firm chosen by the selling stockholder but in no event
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shall our reimbursement of these fees exceed $15,000. The selling stockholder will bear commissions and discounts, if any, attributable to the sale of shares of common stock. Certain persons participating in the distribution of the shares of common stock may engage in transactions that stabilize the price of the common stock.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus have been passed upon for us by Bryan S. White, Vice President and Senior Counsel of Hilton. Mr. White beneficially owns or has rights to acquire an aggregate of less than 0.01% of our outstanding common stock.
EXPERTS
The consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto and are incorporated by reference in reliance upon the authority of said firm as experts in giving said report.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with the issuance and distribution of the shares of common stock registered hereunder. We will pay all of the costs identified below. Except for the SEC registration fee, all amounts are estimates.
| SEC registration fee | $ | 7,684 | ||
| Printing and engraving expenses | 25,000 | |||
| Legal fees and expenses | 50,000 | |||
| Accounting fees and expenses | 10,000 | |||
| Miscellaneous expenses | 5,000 | |||
| Total | $ | 97,684 | ||
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, Article XI of the Restated Certificate of Incorporation and Paragraph 35 of our bylaws, as amended, authorize and empower us to indemnify our directors, officers, employees and agents, and agreements with each of our directors and officers provide for indemnification against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of such person's relationship with us, PROVIDED that such persons acted in accordance with a stated standard of conduct in connection with the acts or events on which such claim, action or suit is based. The finding of either civil or criminal liability on the part of such persons in connection with such acts or events is not necessarily determinative of the question of whether such persons have met the required standard of conduct and are, accordingly, entitled to be indemnified.
We have purchased for the benefit of our officers and directors and those of certain or our subsidiaries insurance policies whereby the insurance companies agree, among other things, that in the event any such officer or director becomes legally obligated to make a payment (including legal fees and expenses) in connection with an alleged wrongful act, such insurance companies will pay us up to $100,000,000. Wrongful act means any breach of duty, neglect, error, misstatement, misleading statement or other act done by one of our officers or directors or any subsidiary.
This registration statement includes the following exhibits:
| Exhibit No. |
Description |
|
|---|---|---|
| 4.1 | Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-18523)) | |
| 4.2 | Amendment to Restated Certificate of Incorporation of the Company, relating to Exhibit 4.1 hereto (incorporated herein by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997) | |
| 4.3 | Amendment to Restated Certificate of Incorporation of the Company, relating to Exhibits 4.1 and 4.2 hereto (incorporated herein by reference from Appendix F to the Company's Registration Statement on Form S-4 (File No. 333-89437)) |
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| 4.4 | Bylaws of the Company, as amended (incorporated herein by reference from Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File No. 333-18523)) | |
| 4.5 | Amendment to Bylaws of the Company, relating to Exhibit 4.4 hereto (incorporated herein by reference from Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998) | |
| 4.6 | Amendment to Bylaws of the Company, relating to Exhibits 4.4 and 4.5 hereto (incorporated herein by reference from Appendix G to the Company's Registration Statement on Form S-4 (File No. 333-89437)) | |
| 4.7 | Registration Rights Agreement, dated May 1, 2002, between the Company and Pan Global Partners | |
| 4.8 | Rights Agreement, dated as of November 29, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated herein by reference from Exhibit 1 to the Company's Registration Statement on Form 8-A, dated December 1, 1999) | |
| 4.9 | Amendment to Rights Agreement Changing Rights Agent, dated as of February 15, 2001, between the Company and The Bank of New York, as Rights Agent, relating to Exhibit 4.15 hereto (incorporated herein by reference from Exhibit 4.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000) | |
| 5.1 | Opinion of Bryan S. White | |
| 23.1 | Consent of Bryan S. White (included in Exhibit 5.1) | |
| 23.2 | Consent of Arthur Andersen LLP | |
| 24.1 | Powers of Attorney (included on signature page) |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of shares of common stock offered (if the total dollar value of shares of common stock offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2) That, for purposes of determining any liability under the Securities Act:
will be deemed to be a new registration statement relating to the securities offered by this prospectus, and the offering of these securities at that time will be deemed to be the initial bona offering.
(3) To remove from registration by means of a post-effective amendment any of the shares of common stock being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the Commission's opinion, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against these liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person of the registrant in connection with these securities, the registrant will submit to a court of appropriate jurisdiction the question of whether indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue, unless its counsel advises it that the issue has been settled by controlling precedent.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on May 3, 2002.
| HILTON HOTELS CORPORATION | ||||||
By: |
/s/ MADELEINE A. KLEINER Madeleine A. Kleiner Executive Vice President, General Counsel and Corporate Secretary |
|||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Madeleine A. Kleiner and Matthew J. Hart and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and supplements to this registration statement and any registration statement pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on May 3, 2002.
| /s/ STEPHEN F. BOLLENBACH Stephen F. Bollenbach President, Chief Executive Officer and Director |
/s/ BENJAMIN V. LAMBERT Benjamin V. Lambert Director |
|
/s/ A. STEVEN CROWN A. Steven Crown Director |
/s/ DAVID MICHELS David Michels Director |
|
/s/ PETER M. GEORGE Peter M. George Director |
/s/ JOHN H. MYERS John H. Myers Director |
|
/s/ MATTHEW J. HART Matthew J. Hart Executive Vice President and Chief Financial Officer |
/s/ JOHN L. NOTTER John L. Notter Director |
|
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/s/ BARRON HILTON Barron Hilton Chairman of the Board |
/s/ JUDY L. SHELTON Judy L. Shelton Director |
|
/s/ DIETER HUCKESTEIN Dieter Huckestein Director |
/s/ DONNA F. TUTTLE Donna F. Tuttle Director |
|
/s/ ROBERT L. JOHNSON Robert L. Johnson Director |
/s/ PETER V. UEBERROTH Peter V. Ueberroth Director |
|
/s/ ROBERT M. LA FORGIA Robert M. La Forgia Senior Vice President and Controller (Chief Accounting Officer) |
/s/ SAM D. YOUNG, JR. Sam D. Young, Jr. Director |
|
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HILTON HOTELS CORPORATION
REGISTRATION STATEMENT ON FORM S-3
| Exhibit No. |
Description |
|
|---|---|---|
| 4.1 | Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-18523)) | |
4.2 |
Amendment to Restated Certificate of Incorporation of the Company, relating to Exhibit 4.1 hereto (incorporated herein by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997) |
|
4.3 |
Amendment to Restated Certificate of Incorporation of the Company, relating to Exhibits 4.1 and 4.2 hereto (incorporated herein by reference from Appendix F to the Company's Registration Statement on Form S-4 (File No. 333-89437)) |
|
4.4 |
Bylaws of the Company, as amended (incorporated herein by reference from Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File No. 333-18523)) |
|
4.5 |
Amendment to Bylaws of the Company, relating to Exhibit 4.4 hereto (incorporated herein by reference from Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998) |
|
4.6 |
Amendment to Bylaws of the Company, relating to Exhibits 4.4 and 4.5 hereto (incorporated herein by reference from Appendix G to the Company's Registration Statement on Form S-4 (File No. 333-89437)) |
|
4.7 |
Registration Rights Agreement, dated May 1, 2002, between the Company and Pan Global Partners |
|
4.8 |
Rights Agreement, dated as of November 29, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated herein by reference from Exhibit 1 to the Company's Registration Statement on Form 8-A, dated December 1, 1999) |
|
4.9 |
Amendment to Rights Agreement Changing Rights Agent, dated as of February 15, 2001, between the Company and The Bank of New York, as Rights Agent, relating to Exhibit 4.15 hereto (incorporated herein by reference from Exhibit 4.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000) |
|
5.1 |
Opinion of Bryan S. White |
|
23.1 |
Consent of Bryan S. White (included in Exhibit 5.1) |
|
23.2 |
Consent of Arthur Andersen LLP |
|
24.1 |
Powers of Attorney (included on signature page) |