As filed with the Securities and Exchange Commission on February 21, 2001
Registration No. 333-__________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address and phone number of principal executive offices, including zip code)
-----------------------------
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
Outdoor Systems, Inc. 401(k) Plan
CBS Employee Investment Fund
Infinity Broadcasting Corporation Stock Plan for Directors
Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
Outdoor Systems, Inc. 1996 Non-Employee Directors Stock Option Plan
Outdoor Systems, Inc. 1996 Omnibus Plan
(Full titles of the plans)
Michael D. Fricklas, Esq.
Executive Vice President,
General Counsel and Secretary
Viacom Inc.
1515 Broadway
New York, New York 10036
(212) 258-6000
(Name, address and telephone number of agent for service)
-------------------------
This Post-Effective Amendment on Form S-8 to Form S-4 Registration Statement
relates to 12,432,000 shares of Class B Common Stock, par value $.01 per share,
(the "Viacom Class B Common Stock") of Viacom Inc. ( the "Registrant"). Such
shares are issuable (i) to holders of outstanding options to purchase shares of
Class A Common Stock, par value $.01 per share, of Infinity Broadcasting
Corporation ("Infinity"), which options were assumed by the Registrant pursuant
to the Agreement and Plan of Merger dated as of October 30, 2000, under the
Infinity Broadcasting Corporation Stock Plan for Directors, Infinity
Broadcasting Corporation 1998 Long-Term Incentive Plan, Infinity Broadcasting
Corporation 1999 Long-Term Incentive Plan, Outdoor Systems, Inc. 1996
Non-Employee Directors Stock Option Plan and Outdoor Systems, Inc. 1996 Omnibus
Plan (the "Infinity Option Plans") and (ii) under the Infinity Broadcasting
Corporation Employees' 401(k) Plan, Infinity Broadcasting Corporation Union
Employees' 401(k) Plan, the Outdoor Systems, Inc. 401(k) Plan and the CBS
Employee Investment Fund (the "Infinity Investment Plans") which will contain a
Registrant stock fund. These shares of the Viacom Class B Common Stock
originally were registered on the Registrant's Registration Statement on Form
S-4 (Registration No. 333-50452), to which this is an amendment; accordingly,
the registration fee in respect of such Viacom Class B Common Stock was paid at
the time of the original filing of the Registration Statement relating to such
Viacom Class B Common Stock. Pursuant to Rule 416(e) under the Securities Act of
1933, as amended (the "Securities Act") this Post-Effective Amendment also
covers an indeterminate amount of interests to be offered or sold pursuant to
the Infinity Investment Plans.
Page 1 of 14
EXPLANATORY STATEMENT
Pursuant to an Agreement and Plan of Merger, dated as of
October 30, 2000 (the "Merger Agreement"), among the Registrant, IBC Merger
Corp., a Delaware company ("IBC Merger Corp.") and Infinity Broadcasting
Corporation, a Delaware company ("Infinity"), among other things, (i) each share
of Class A common stock, par value $.01 per share, of Infinity (the "Infinity
Common Stock") issued and outstanding immediately prior to the effective time of
the merger (the "Effective Time") (other than any shares of Infinity Common
Stock held in Infinity's treasury) was converted, into the right to receive
0.592 of a share (the "Exchange Ratio") of Viacom Class B Common Stock and (ii)
at the Effective Time, shares of Viacom Class B Common Stock, rather than shares
of Infinity Common Stock, became issuable pursuant to the following plans:
Infinity Investment Plans
o Infinity Broadcasting Corporation Employees' 401(k) Plan
o Infinity Broadcasting Corporation Union Employees' 401(k) Plan
o Outdoor Systems, Inc. 401(k) Plan
o CBS Employee Investment Fund
Infinity Option Plans
o Infinity Broadcasting Corporation Stock Plan for Directors
o Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
o Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
o Outdoor Systems, Inc. 1996 Non-Employee Directors Stock Option Plan
o Outdoor Systems, Inc. 1996 Omnibus Plan
The Registrant hereby amends its Registration Statement (the
"Registration Statement") on Form S-4 (No. 333-50452), filed with the Securities
and Exchange Commission on November 22, 2000, as amended by Amendment No. 1 to
Form S-4 filed on January 9, 2001, and Amendment No. 2 to Form S-4 filed on
January 12, 2001, by filing this Post-Effective Amendment No. 3 on Form S-8 (the
"Post-Effective Amendment") relating to 12,432,000 shares of Viacom Class B
Common Stock (i) issuable upon the exercise of options under the Infinity Option
Plans and (ii) available for issuance under the Infinity Investment Plans.
Pursuant to Rule 416(c) under the Securities Act, this Post-Effective Amendment
also covers an indeterminate amount of interests to be offered or sold pursuant
to the Infinity Investment Plans.
Page 2 of 14
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
Page 3 of 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the "Commission") by the
Registrant are incorporated herein by reference and made part of this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, as amended by Amendment No. 1 to the Annual
Report on Form 10-K/A dated April 28, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
periods ending March 31, 2000, June 30, 2000 and September 30, 2000;
(c) The Registrant's Current Reports on Form 8-K or Form 8-K/A
filed May 4, 2000, July 17, 2000, August 3, 2000, August 15, 2000,
October 31, 2000, November 3, 2000, December 4, 2000, January 5,
2001, January 8, 2001 and February 15, 2001;
(d) The description of Viacom's Class B Common Stock contained
in the Registrant's Proxy Statement filed on November 24, 1999; and
(e) Annual Report on Form 11-K for the CBS Employee Investment
Fund for the fiscal year ended December 31, 1999.
The following documents filed with the Commission by Infinity
are hereby incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
1999;
(b) Quarterly Reports on Form 10-Q for the periods ended March
31, 2000, June 30, 2000 and September 30, 2000;
(c) Current Reports on Form 8-K filed January 14, 2000, May
30, 2000, August 15, 2000, October 31, 2000, January 8, 2001 and
February 15, 2001;
(d) Annual Report on Form 11-K for the Outdoor Systems, Inc.
401(k) Plan for the fiscal year ended December 31, 1999;
(e) Annual Report on Form 11-K for the Infinity Broadcasting
Corporation Employees' 401(k) Plan for the fiscal year ended
December 31, 1999; and
(f) Annual Report on Form 11-K for the Infinity Broadcasting
Corporation Union Employees' 401(k) Plan for the fiscal year ended
December 31, 1999.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act") subsequent to the effective
Page 4 of 14
date of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") allows a corporation to include in its certificate of incorporation a
provision eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his duty of loyalty to the
corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Viacom
Charter") contains provisions that eliminate directors' personal liability, in
certain circumstances.
Section 1 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Registrant) by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent (including trustee) of another corporation, partnership, joint venture,
trust or other enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably incurred by
him in connection with such action, suit or proceedings if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Registrant to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at
Page 5 of 14
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Registrant unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnify for such expenses which the court shall deem proper.
Section 4 of Article VI of the Viacom Charter provides that
any indemnification made pursuant to the above provisions (unless ordered by a
court) shall be made by the Registrant only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct as set forth above. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceedings, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders of the Registrant entitled to vote thereon.
The Viacom Charter provides that to the extent that a present
or former director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection therewith. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the indemnification provisions of the Viacom Charter shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in that person's official capacity and as to action in another capacity while
holding such office. Without limiting the foregoing, the Registrant is
authorized to enter into an agreement with any director, officer, employee or
agent of the Registrant providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or investigative, including
any action by or in the right of the Registrant, that arises by reason of the
fact that such person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent allowed by law, except that no
such agreement shall provide for indemnification for any actions that constitute
fraud, actual dishonesty or willful misconduct.
The Registrant may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of Article VI of the Viacom Charter.
Pursuant to Section 7 of Article VI of the Viacom Charter, the
Registrant has purchased certain liability insurance for its officers and
directors as permitted by Section 145(g) of the DGCL.
Page 6 of 14
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(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 this 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 this
Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, 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) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore,
Page 7 of 14
unenforceable. In the event that a claim for indemnification against such
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 such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Page 8 of 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No. 3 on Form S-8
to Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 21st day of
February, 2001.
VIACOM INC.
By: /s/ Michael D. Fricklas
--------------------------------
Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 3 on Form S-8 to Form S-4 has been signed by
the following persons in the capacities indicated on the 21st day of February,
2001.
SIGNATURE TITLE
--------- -----
* Director
---------------------------
George S. Abrams
Director
*
---------------------------
David R. Andelman
* Director
---------------------------
George H. Conrades
* Director
---------------------------
Philippe P. Dauman
/s/ Susan C. Gordon Vice President, Controller and Chief
--------------------------- Accounting Officer (Principal
Susan C. Gordon Accounting Officer)
* Director
---------------------------
William H. Gray III
/s/ Mel Karmazin Director, President and Chief
--------------------------- Operating Officer
Mel Karmazin
* Director
---------------------------
Jan Leschly
Page 9 of 14
* Director
---------------------------
David T. McLaughlin
* Director
---------------------------
Leslie Moonves
* Director
---------------------------
Ken Miller
* Director
---------------------------
Brent D. Redstone
* Director
---------------------------
Shari Redstone
/s/ Sumner M. Redstone Director, Chairman of the Board
--------------------------- and Chief Executive Officer
Sumner M. Redstone (Principal Executive Officer)
/s/ Fredric G. Reynolds Executive Vice President and
--------------------------- Chief Financial Officer (Principal
Fredric G. Reynolds Financial Officer)
* Director
---------------------------
Frederic V. Salerno
* Director
---------------------------
William Schwartz
* Director
---------------------------
Ivan Seidenberg
* Director
---------------------------
Patty Stonesifer
* Director
---------------------------
Robert D. Walter
/s/ Michael D. Fricklas
---------------------------
*By Michael D. Fricklas
as Power of Attorney
Page 10 of 14
Outdoor Systems, Inc. 401(k) Plan. Pursuant to the
requirements of the Securities Act, the trustee (or other persons who administer
the employee benefit plan) have duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this 21st day of February, 2001.
OUTDOOR SYSTEMS, INC. 401(K) PLAN
By: /s/ William A. Roskin
----------------------------------------
Name: William A. Roskin
Title: Senior Vice President, Human
Resources and Administration,
Viacom Inc.
CBS Employee Investment Fund. Pursuant to the requirements of
the Securities Act, the trustee (or other persons who administer the employee
benefit plan) have duly caused this Post-Effective Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 21st day of February, 2001.
CBS EMPLOYEE INVESTMENT FUND
By: /s/ William A. Roskin
----------------------------------------
Name: William A. Roskin
Title: Senior Vice President, Human
Resources and Administration,
Viacom Inc.
Infinity Broadcasting Corporation Employees' 401(k) Plan.
Pursuant to the requirements of the Securities Act, the trustee (or other
persons who administer the employee benefit plan) have duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
21st day of February, 2001.
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
By: /s/ William A. Roskin
----------------------------------------
Name: William A. Roskin
Title: Senior Vice President, Human
Resources and Administration,
Viacom Inc.
Page 11 of 14
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan. Pursuant to the requirements of the Securities Act, the trustee (or other
persons who administer the employee benefit plan) have duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
21st day of February, 2001.
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
By: /s/ William A. Roskin
----------------------------------------
Name: William A. Roskin
Title: Senior Vice President, Human
Resources and Administration,
Viacom Inc.
Page 12 of 14
Exhibit Index
Exhibit No. Description of Document
4.1 Restated Certificate of Incorporation of Viacom Inc.
(incorporated by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of the Registrant for the fiscal year
ended December 31, 1999 (File No. 1-578600)).
4.2 By-laws of Viacom Inc. (incorporated by reference to Exhibit
3.3 to the Registrant's Registration Statement on Form S-4
filed by the Registrant (Registration No. 33-13812)).
4.3 Agreement and Plan of Merger, dated as of October 30, 2000,
among Viacom Inc., IBC Merger Corp. and Infinity
Broadcasting Corporation (incorporated by reference to the
Registration Statement on Form S-4 filed by the Registrant
on November 22, 2000 (Registration No. 333-50452), as
amended by Amendment No. 1 to Form S-4 filed by the
Registrant on January 1, 2001 and Amendment No. 2 to Form
S-4 filed by the Registrant on January 12, 2001)).
4.4 Infinity Broadcasting Corporation Stock Plan for Directors
(incorporated by reference to Exhibit 10.25 to Form 10-K filed
by Infinity for the year ended December 31, 1998 (File No.
1-14599)).
4.5* Infinity Broadcasting Corporation 1999 Long-Term Incentive
Plan.
4.6 Infinity Broadcasting Corporation 1998 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.16 to Form 10-K
filed by Infinity for the year ended December 31, 1999 (File
No. 1-14599)).
4.7 Outdoor Systems, Inc. 1996 Non-Employee Directors Stock Option
Plan (incorporated by reference to Exhibit 99.3 to Form S-8
filed by Outdoor Systems, Inc. on October 23, 1997
(Registration No. 333-38589)).
4.8 Outdoor Systems, Inc. 1996 Omnibus Plan (incorporated by
reference to Exhibit 10.16 to Form S-1 filed by Outdoor
Systems, Inc. on February 22, 1996 (Registration No.
333-1582).
4.9* Outdoor Systems, Inc. 401(k) Plan.
4.10 CBS Employee Investment Fund (incorporated by reference to
Exhibit 4.16 of the Registrant's Post-Effective Amendment No.
1 on Form S-8 to Form S-4 filed by the Registrant on May 5,
2000 (Registration No. 333-88613)).
4.11 Infinity Broadcasting Corporation Employees' 401(k) Plan
(incorporated by reference to Exhibit 4.17 of the Registrant's
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed
by the Registrant on May 5, 2000 (Registration No.
333-88613)).
4.12 Infinity Broadcasting Corporation Union Employees' 401(k) Plan
(incorporated by reference to Exhibit 4.18 of the Registrant's
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed
by the Registrant on May 5, 2000 (Registration No.
333-88613)).
5.1 Opinion of Michael D. Fricklas, Executive Vice President,
General Counsel and Secretary of the Registrant, as to the
legality of the securities being registered (incorporated by
reference to the Registration Statement on Form S-4 filed by
the Registrant on November 22, 2000 (Registration No.
333-50452), as amended by Amendment No. 1 to Form S-4 filed by
the Registrant on January 9, 2001 and Amendment No. 2 to Form
S-4 filed by the Registrant on January 12, 2001)).
23.1* Consent of PricewaterhouseCoopers LLP.
Page 13 of 14
23.2* Consent of KPMG LLP.
23.3* Consent of Mitchell & Titus, LLP.
23.4 Consent of Michael D. Fricklas, Executive Vice President,
General Counsel and Secretary of the Registrant (included in
Exhibit 5.1).
24* Powers of Attorney.
------------------
* Filed herewith.
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