<PAGE>
As filed with the Securities and Exchange Commission on February 22, 2000
REGISTRATION NO. 333-____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
BILLING CONCEPTS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2522103
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(210) 949-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------
BILLING CONCEPTS CORP.
1996 NON-EMPLOYEE DIRECTOR PLAN
------------------
W. AUDIE LONG, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
BILLING CONCEPTS CORP.
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(210) 949-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD BE SENT TO:
PHILLIP M. RENFRO, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT STREET, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 270-7172
------------------
<TABLE>
<CAPTION>
======================================================================================================================
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Per Share(3) Price(3) Registration Fee(4)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value)............ 500,000 (4) $5.28125 $2,640,625 $697.13
- ----------------------------------------------------------------------------------------------------------------------
Series A Junior Participating
Preferred Stock Purchase Rights......... (2) (2) (2) (2)
======================================================================================================================
</TABLE>
(1) The securities to be registered represent additional shares reserved for
issuance under the Billing Concepts Corp. 1996 Non-Employee Director Plan
(the "Plan"). Pursuant to Rule 416 under the Securities Act of 1933, as
amended, shares of Common Stock of the Company issuable pursuant to the
exercise of options granted or to be granted under the Plan in order to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction also are being registered hereunder.
(2) The Series A Junior Participating Preferred Stock Purchase Rights (the
"Purchase Rights") are initially carried and traded with the Company's
Common Stock. The value attributable to the Purchase Rights, if any, is
reflected in the value of the Company's Common Stock.
(3) Calculated based upon the average of the high and low bid prices per share
of Common Stock on the Nasdaq Stock Market's National Market on February
18, 2000, in accordance with Rules 457(c) and (h) and General Instruction E
to Form S-8.
(4) Relates only to additional shares registered hereby and does not include
the amount of the registration fee previously paid in connection with the
400,000 shares of Common Stock previously registered on the Registration
Statement on Form S-8, SEC File No. 333-08249, filed with the Securities
and Exchange Commission on July 17, 1996.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8, SEC File No.
333-08249, filed with the Securities and Exchange Commission on July 17, 1996
(the "Original Registration Statement") relating to the Billing Concepts
Corp. 1996 Non-Employee Director Plan, including the exhibits thereto, are
incorporated herein by reference.
The only information and documents required in this Registration Statement
that were not included in the Original Registration Statement are included in
"Item 8. Exhibits" below.
ITEM 8. EXHIBITS.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Billing Concepts Corp. 1996 Non-Employee Director Plan,
as amended (filed herewith)
5.1 Opinion of W. Audie Long, Esq.
23.1 Consent of W. Audie Long, Esq. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>
<PAGE>
SIGNATURES
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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, Texas, on February 21, 2000.
BILLING CONCEPTS CORP.
By: /s/ David P. Tusa
-------------------------------------
David P. Tusa
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Parris H. Holmes, Jr. and David P. Tusa,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
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, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Parris H. Holmes, Jr. Chairman of the Board and February 21, 2000
- ------------------------------ Chief Executive Officer
Parris H. Holmes, Jr. and a Director
(Principal Executive Officer)
/s/ David P. Tusa Senior Vice President February 21, 2000
- ------------------------------ and Chief Financial Officer
David P. Tusa (Principal Financial and
Accounting Officer)
/s/ Lee Cooke Director February 21, 2000
- ------------------------------
Lee Cooke
/s/ William H. Cunningham Director February 21, 2000
- ------------------------------
William H. Cunningham
/s/ Thomas G. Loeffler Director February 21, 2000
- ------------------------------
Thomas G. Loeffler
/s/ James E. Sowell Director February 21, 2000
- ------------------------------
James E. Sowell
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
- -----------------------------------------------------------------------------------
<S> <C> <C>
4.1 Billing Concepts Corp. 1996 Non-Employee Director
Plan, as amended (filed herewith)
5.1 Opinion of W. Audie Long, Esq. (filed herewith)
23.1 Consent of W. Audie Long, Esq. (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>
<PAGE>
EXHIBIT 4.1
AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTOR PLAN
BILLING CONCEPTS CORP.
(AMENDED AS OF AUGUST 31, 1999)
1. PURPOSE. The purpose of this Plan is to advance the interests of
Billing Concepts Corp., a Delaware corporation (the "Company"), by providing
an additional incentive to attract and retain qualified and competent
directors, upon whose efforts and judgment the success of the Company is
largely dependent, through the encouragement of stock ownership in the
Company by such persons.
2. DEFINITIONS. As used herein, the following terms shall have the
meanings indicated:
(a) "Board" shall mean the Board of Directors of Billing Concepts Corp.
(b) "Committee" shall mean the committee, if any, appointed by the
Board pursuant to Section 12 hereof.
(c) "Date of Grant" shall mean the date on which an Option is granted
to an Eligible Person pursuant to Section 4 hereof.
(d) "Director" shall mean a member of the Board.
(e) "Eligible Person(s)" shall mean those persons who are Directors of
the Company and who are not employees of the Company or a Subsidiary.
(f) "Fair Market Value" of a Share on any date of reference shall be
the closing price on such date, or, if such date is not a business day, the
business day immediately preceding such date. For this purpose, the closing
price of the Shares on any business day shall be (i) if the Shares are listed
or admitted for trading on any United States national securities exchange,
the last reported sales price of the Shares on such exchange, as reported in
any newspaper of general circulation, (ii) if actual transactions in the
Shares are included in the Nasdaq National Market or are reported on a
consolidated transaction reporting system, the closing sales price of the
Shares on such system, (iii) if Shares are otherwise quoted on the Nasdaq
system, or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and
low asked quotations for such day of the Shares on such system, and (iv) if
none of clause (i), (ii) or (iii) is applicable, the mean between the high
bid and low asked quotations for Shares as reported by the National Daily
Quotation Service if at least two securities dealers have inserted both bid
and asked quotations for the Shares on at least five (5) of the ten (10)
preceding trading days.
(g) "Internal Revenue Code" or "Code" shall mean the Internal Revenue
Code of 1986, as it now exists or may be amended from time to time.
<PAGE>
(h) "Non-qualified Stock Option" shall mean an option that is not an
incentive stock option as defined in Section 422 of the Internal Revenue Code.
(i) "Option" shall mean any option granted under Section 4 of this Plan.
(j) "Optionee" shall mean a person to whom an Option is granted under
this Plan or any successor to the rights of such person under this Plan by
reason of the death of such person.
(k) "Plan" shall mean this 1996 Non-Employee Director Plan of Billing
Concepts Corp., as amended from time to time.
(l) "Share(s)" shall mean a share or shares of the common stock, par
value one cent ($0.01) per share, of the Company.
(m) "Subsidiary" shall mean a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.
3. SHARES AND OPTIONS. The maximum number of Shares to be issued
pursuant to Options under this Plan shall be ONE MILLION THREE HUNDRED
THOUSAND (1,300,000) Shares. Shares issued pursuant to Options granted under
this Plan may be issued from Shares held in the Company's treasury or from
authorized and unissued Shares. If any Option granted under this Plan shall
terminate, expire or be canceled or surrendered as to any Shares, new Options
may thereafter be granted covering such Shares. Any Option granted hereunder
shall be a Non-qualified Stock Option.
4. AUTOMATIC GRANT OF OPTIONS. (a) Options shall automatically be
granted to Directors as provided in this Section 4. Each Option shall be
evidenced by an option agreement (an "Option Agreement") and shall contain
such terms as are not inconsistent with this Plan or any applicable law. Any
person who files with the Committee, in a form satisfactory to the Committee,
a written waiver of eligibility to receive any Option under this Plan shall
not be eligible to receive any Option under this Plan for the duration of
such waiver.
(b) The Options automatically granted to Directors under this Section 4
shall be in addition to any other Options granted pursuant to this Plan,
regular director's fees and other benefits with respect to the Director's
position with the Company or its Subsidiaries. Neither the Plan nor any
Option granted under the Plan shall confer upon any person any right to
continue to serve as a Director.
(c) Options shall be automatically granted as follows:
(i) Each Director who is an Eligible Person shall automatically
receive an Option for THIRTY THOUSAND (30,000) Shares on the date such
Eligible Person is initially appointed or elected a Director of the
Company, and such Options shall vest as to TEN THOUSAND (10,000) Shares on
each of the first three anniversaries of the Date of Grant;
2
<PAGE>
(ii) Each Director who is an Eligible Person will receive, on the
first business date after the date of each annual meeting of stockholders
of the Company at which such Director is reelected to the Board of
Directors of the Company, an option to purchase THIRTY THOUSAND (30,000)
Shares, and such Option shall vest as to TEN THOUSAND (10,000) Shares on
each of the first three anniversaries of the Date of Grant.
(d) Any Option that may be granted pursuant to subparagraph (c) of this
Section 4 prior to the approval of this Plan by the stockholders of the
Company may be exercised on or after the Date of Grant subject to the
approval of this Plan by the stockholders of the Company within twelve (12)
months after the effective date of this Plan. If any Optionee exercises an
Option prior to such stockholder approval, the Optionee must tender the
exercise price at the time of exercise and the Company shall hold the Shares
to be issued pursuant to such exercise until the stockholders approve this
Plan. If this Plan is approved by the stockholders, the Company shall issue
and deliver the Shares as to which the Option has been exercised. If this
Plan is not approved by the stockholders, the Company shall return the
exercise price to the Optionee.
5. DISCRETIONARY GRANT OF OPTIONS. In addition to the Options
automatically granted under Section 4 of this Plan, the Committee may grant
Options at any time during the term of this Plan to any Eligible Person.
Subject only to the applicable limitations set forth in this Plan and
applicable law, the number of Shares to be covered by an Option shall be as
determined by the Committee. Each Option granted pursuant to this Section 5
shall be evidenced by an Option Agreement and shall contain such terms as are
not inconsistent with this Plan or any applicable law.
6. OPTION PRICE. The Option price per Share of any Option granted
pursuant to this Plan shall be one hundred percent (100%) of the Fair Market
Value per Share on the Date of Grant.
7. EXERCISE OF OPTIONS. Options may be exercised at any time after
the date on which the Options, or any portion thereof, are vested until the
Option expires pursuant to Section 8. An Option shall be deemed exercised
when (i) the Company has received written notice of such exercise in
accordance with the terms of the Option Agreement, (ii) full payment of the
aggregate Option price of the Shares as to which the Option is exercised has
been made and (iii) arrangements that are satisfactory to the Committee in
its sole discretion have been made for the Optionee's payment to the Company
of the amount, if any, that the Committee determines to be necessary for the
Company to withhold in accordance with applicable federal or state income tax
withholding requirements. Pursuant to procedures approved by the Committee,
tax withholding requirements, at the option of an Optionee, may be met by
withholding Shares otherwise deliverable to the Optionee upon the exercise of
an Option. Unless further limited by the Committee in any Option Agreement,
the Option price of any Shares purchased shall be paid solely in cash, by
certified or cashier's check, by money order, with Shares (but with Shares
only if permitted by the Option Agreement or otherwise permitted by the
Committee in its sole discretion at the time of exercise) or by a combination
of the above; provided, however, that the Committee in its sole discretion
may accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value on the date the Shares
are received by the Company.
3
<PAGE>
8. TERMINATION OF OPTION PERIOD. The unexercised portion of an Option
shall automatically and without notice terminate and become null and void at
the time of the earliest to occur of the following:
(a) with respect to Options granted automatically pursuant to Section
4(c) and Section 5, thirty (30) days after the date that an Optionee ceases
to be a Director regardless of the reason therefor other than as a result of
such termination by death of the Optionee;
(b) with respect to Options granted automatically pursuant to Section
4(c), (y) one (1) year after the date than an Optionee ceases to be a
Director by reason of death of the Optionee or (z) six (6) months after the
Optionee shall die if that shall occur during the thirty-day period described
in Subsection 8(a); or
(c) the seventh (7th) anniversary of the Date of Grant of the Option.
9. ADJUSTMENT OF SHARES. (a) If at any time while this Plan is in
effect or unexercised Options are outstanding, there shall be any increase or
decrease in the number of issued and outstanding Shares through the
declaration of a stock dividend or through any recapitalization resulting in
a stock split-up, combination or exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the maximum number of
Shares then subject to being optioned under this Plan, so that the same
proportion of the Company's issued and outstanding Shares shall continue to
be subject to being so optioned; and
(ii) appropriate adjustment shall be made in the number of Shares and
the exercise price per Share thereof then subject to any outstanding
Option, so that the same proportion of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise
price.
In addition, the Committee shall make such adjustments in the Option
price and the number of shares covered by outstanding Options that are
required to prevent dilution or enlargement of the rights of the holders of
such Options that would otherwise result from any reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, issuance of rights, spin-off or any other change in capital
structure of the Company.
(b) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with a direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of or
exercise price of Shares then subject to outstanding Options granted under
this Plan.
(c) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under this Plan shall not affect in any manner
the right or power of the Company to make, authorize or consummate (i) any or
all adjustments, recapitalizations, reorganizations or other
4
<PAGE>
changes in the Company's capital structure or its business; (ii) any merger
or consolidation of the Company; (iii) any issue by the Company of debt
securities, or preferred or preference stock that would rank above the Shares
subject to outstanding Options; (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of the
assets or business of the Company; or (vi) any other corporate act or
proceeding, whether of a similar character or otherwise.
10. TRANSFERABILITY OF OPTIONS. Each Option Agreement shall provide
that such Option shall not be transferable by the Optionee other than by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order and that, so long as an Optionee lives, only such Optionee or
his guardian or legal representative shall have the right to exercise the
related Option.
11. ISSUANCE OF SHARES. No person shall be, or have any of the rights
or privileges of, a stockholder of the Company with respect to any of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person. As a condition
of any transfer of the certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of this Plan, any Option Agreement or
any law or regulation, including, but not limited to, the following:
(i) A representation, warranty or agreement by the Optionee to the
Company, at the time any Option is exercised, that he is acquiring the
Shares to be issued to him or her for investment and not with a view to, or
for sale in connection with, the distribution of such Shares; and
(ii) A representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or appropriate
to comply with the provisions of any securities law deemed by the Committee
to be applicable to the issuance of the Shares and are endorsed upon the
Share certificates.
Share certificates issued to an Optionee who is a party to any
stockholder agreement or a similar agreement shall bear the legends contained
in such agreements.
12. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered
by a stock option committee (the "Committee") consisting of not fewer than
two (2) members of the Board; provided, however, that if no Committee is
appointed, the Board shall administer this Plan and in such case all
references to the Committee shall be deemed to be references to the Board.
The Committee shall have all of the powers of the Board with respect to this
Plan. Any member of the Committee may be removed at any time, with or
without cause, by resolution of the Board, and any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board.
(b) The Committee, from time to time, may adopt rules and regulations
for carrying out the purposes of this Plan. The determinations and the
interpretation and construction of any provision of this Plan by the
Committee shall be final and conclusive.
5
<PAGE>
(c) Any and all decisions or determinations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the written approval of a majority of
the members of the Committee.
(d) This Plan is intended and has been drafted to comply with Rule
16b-3, as amended, under the Securities Exchange Act of 1934, as amended. If
any provision of this Plan does not comply with Rule 16b-3, as amended, this
Plan shall be automatically amended to comply with Rule 16b-3, as amended.
13. INTERPRETATION. (a) If any provision of this Plan is held invalid
for any reason, such holding shall not affect the remaining provisions
hereof, but instead this Plan shall be construed and enforced as if such
provision had never been included in this Plan.
(b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
EXCEPT TO THE EXTENT SUPERSEDED BY THE LAWS OF THE UNITED STATES OR THE
PROPERTY LAWS OF ANY STATE.
(c) Headings contained in this Plan are for convenience only and shall
in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine or neuter gender shall be
a reference to such other gender as is appropriate.
14. SECTION 83(b) ELECTION. If as a result of exercising an Option an
Optionee receives Shares that are subject to a "substantial risk of
forfeiture" and are not "transferable" as those terms are defined for
purposes of Section 83(a) of the Code, then such Optionee may elect under
Section 83(b) of the Code to include in his gross income, for his taxable
year in which the Shares are transferred to such Optionee, the excess of the
Fair Market Value of such Shares at the time of transfer (determined without
regard to any restriction other than one which by its terms will never
lapse), over the amount paid for the Shares. If the Optionee makes the
Section 83(b) election described above, the Optionee shall (i) make such
election in a manner that is satisfactory to the Committee, (ii) provide the
Company with a copy of such election, (iii) agree to promptly notify the
Company if any Internal Revenue Service or state tax agent, on audit or
otherwise, questions the validity or correctness of such election or of the
amount of income reportable on account of such election, and (iv) agree to
such withholding as the Committee may reasonably require in its sole and
absolute discretion.
15. EFFECTIVE DATE AND TERMINATION DATE. This Plan is adopted as of
July 10, 1996, but shall become effective upon effectiveness of the Company's
Form 10 Registration Statement filed under the Securities Exchange Act of
1934, as amended. The effective date of any amendment to the Plan is the
date on which the Board adopted such amendment; provided, however, if this
Plan is not approved by the stockholders of the Company within twelve (12)
months after the effective date, then, in such event, this Plan and all
Options granted pursuant to this Plan shall be null and void. This Plan
shall terminate on July 10, 2006, and any Option outstanding on such date
will remain outstanding until it has either expired or has been exercised.
6
<PAGE>
EXHIBIT 5.1
February 21, 2000
Billing Concepts Corp.
7411 John Smith Drive, Suite 200
San Antonio, Texas 78229
Re: Billing Concepts Corp.
1996 Non-Employee Director Plan
- ----------------------------------------
Ladies and Gentlemen:
As General Counsel to Billing Concepts Corp. (the "Company"), I am familiar
with its registration statement on Form S-8 (the "Registration Statement") to
be filed under the Securities Act of 1933, as amended, for the purpose of
registering 500,000 shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"), and the Series A Junior Participating Preferred
Stock Purchase Rights carried with the Common Stock (the "Rights") issuable
under the Billing Concepts Corp. 1996 Non-Employee Director Plan (the "Plan").
In connection therewith, I have examined such documents, records and matters
of law as I have deemed necessary for purposes of this opinion. I have
assumed the authenticity of all documents I examined and have assumed the
genuineness of all signatures thereon.
Based on the foregoing and subject to the comments noted below, I am of the
opinion that, assuming that the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common Stock
available for issuance under the Plan, the Common Stock and the Rights, when
issued in accordance with the terms of the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby bring to your attention that my legal opinions are an expression of
professional judgment and not a guarantee of a result. This opinion is
rendered as of the date hereof, and I undertake no, and hereby disclaim any,
obligation to advise you of any changes in or new developments that might
affect any matters or opinions set forth herein.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ W. Audie Long
W. Audie Long, Esq.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated November 17,
1999, included in the Billing Concepts Corp. Form 10-K for the year ended
September 30, 1999, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
San Antonio, Texas
February 17, 2000
