PROSPECTUS FILED PURSUANT TO
RULE 424(B)(1)
FILE NO. 333-49930
PROSPECTUS
4,615,384 SHARES
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
CLASS A COMMON STOCK
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This prospectus covers the offer and sale of up to 4,615,384 shares of
our Class A common stock by the stockholders identified in this prospectus.
The selling stockholders may offer their shares through public or
private transactions, on or off the New York Stock Exchange, at prevailing
market prices, or at privately negotiated prices. The selling stockholders can
use broker-dealers to facilitate these transactions. To the extent required, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying prospectus supplement.
Our Class A common stock is listed on the NYSE under the symbol "WWF."
On November 13, 2000, the last reported sale price of our Class A common stock
was $14.00 per share.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF
THIS PROSPECTUS BEFORE PURCHASING ANY SHARES OF OUR CLASS A COMMON STOCK.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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The date of this prospectus is November 22, 2000.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC. This prospectus provides you a general description of the securities being
offered. You should read this prospectus together with additional information
described below under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at the SEC's headquarters at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Our SEC filings are also
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until all of the securities are sold.
o Annual Report on Form 10-K for the fiscal year ended April 30, 2000.
o Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 2000.
o Proxy Statement dated August 21, 2000.
o Current Reports on Form 8-K filed May 12, 2000, September 20, 2000 and
November 2, 2000.
o The description of our Class A common stock contained in our Registration
Statements on Form 8-A filed October 14, 1999 and September 22, 2000.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
World Wrestling Federation Entertainment, Inc.
Attention: Investor Relations
1241 East Main Street
Stamford, CT 06902
Telephone: (203) 352-8600 ext. 2299
CONVENTIONS WHICH APPLY IN THIS PROSPECTUS
References in this prospectus to "the company", "we", "our" and "us" refer
to World Wrestling Federation Entertainment, Inc. and our subsidiaries.
World Wrestling Federation and the World Wrestling Federation logo are two
of our marks. This prospectus also contains trademarks and trade names of other
companies. All trademarks and trade names appearing in this prospectus are the
property of their respective holders.
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You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you
different information. You should not assume that the information contained in
this prospectus is accurate as of any date other than the date on the front
cover of this prospectus.
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RISK FACTORS
You should carefully consider the following factors and other information
contained or incorporated by reference in this prospectus in evaluating our
business before deciding whether to invest in shares of our Class A common
stock.
THE FAILURE TO CONTINUE TO DEVELOP CREATIVE AND ENTERTAINING PROGRAMS AND EVENTS
WOULD LIKELY LEAD TO A DECLINE IN THE POPULARITY OF OUR BRAND OF ENTERTAINMENT.
The creation, marketing and distribution of our live and televised
entertainment, including our pay-per-view events, is the core of our business
and is critical to our ability to generate revenues. A failure to continue to
create popular live events and televised programming would likely lead to a
decline in our television ratings and attendance at our live events, which would
adversely affect our ability to generate revenues.
THE FAILURE TO RETAIN OR CONTINUE TO RECRUIT KEY PERFORMERS COULD LEAD TO A
DECLINE IN THE APPEAL OF OUR STORY LINES AND THE POPULARITY OF OUR BRAND OF
ENTERTAINMENT.
Our success depends, in large part, upon our ability to recruit, train and
retain athletic performers who have the physical presence, acting ability and
charisma to portray characters in our live events and televised programming. We
cannot assure you that we will be able to continue to identify, train and retain
these performers in the future. Additionally, we cannot assure you that we will
be able to retain our current performers when their contracts expire. Our
failure to attract and retain key performers, or a serious or untimely injury
to, or the death of, any of our key performers, would likely lead to a decline
in the appeal of our story lines and the popularity of our brand of
entertainment, which would adversely affect our ability to generate revenues.
THE LOSS OF THE CREATIVE SERVICES OF VINCENT MCMAHON COULD ADVERSELY AFFECT OUR
ABILITY TO CREATE POPULAR CHARACTERS AND CREATIVE STORY LINES.
For the foreseeable future, we will depend heavily on the vision and
services of Vincent McMahon. In addition to serving as Chairman of our board of
directors, Mr. McMahon leads the creative team that develops the story lines and
the characters for our televised programming and live events. Mr. McMahon is
also an important member of the cast of performers. The loss of Mr. McMahon due
to retirement, disability or death could have a material adverse affect on our
ability to
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create popular characters and creative story lines. We do not carry key man life
insurance on Mr. McMahon.
THE FAILURE TO MAINTAIN OR RENEW KEY AGREEMENTS COULD ADVERSELY AFFECT OUR
ABILITY TO DISTRIBUTE OUR TELEVISION AND PAY-PER-VIEW PROGRAMMING.
We have an agreement with Viacom Inc. under which, effective with the
television season beginning in September 2000 and continuing through the
television season ending September 2005, five hours of our programming were
moved to cable networks owned by Viacom. Our flagship program, Raw is War, as
well as our post-produced programs, Live Wire and Superstars, are aired on TNN:
The National Network, and Sunday Night Heat is aired on the MTV Network. Also
under the agreement, the airing of Smackdown on UPN was extended through the
2002/2003 television season. In addition, we have a contract expiring in 2004
with In Demand, formerly known as Viewer's Choice, the leading distributor of
pay-per-view programming in the United States, to continue to provide services
to us. Because our revenues are generated, directly and indirectly, from the
distribution of our televised programming, any failure to maintain or renew
these arrangements with the distributors of our programs or the failure of the
distributors to continue to provide services to us could have a material adverse
effect on our operating results.
THE ENTERTAINMENT MARKET IN WHICH WE OPERATE IS HIGHLY COMPETITIVE, AND WE MAY
NOT BE ABLE TO COMPETE EFFECTIVELY, ESPECIALLY AGAINST COMPETITORS WITH GREATER
FINANCIAL RESOURCES OR MARKETPLACE PRESENCE.
As an entertainment company, we compete for entertainment and advertising
dollars with other entertainment and leisure activities. Our live events face
competition from professional and college baseball, basketball, hockey and
football, among other activities, in most cities in which we hold those live
events. We also compete for attendance, broadcast audiences and advertising
revenue with a wide range of alternative entertainment and leisure activities.
We compete in the sports entertainment business at it relates to wrestling
on a national basis primarily with World Championship Wrestling, Inc., a Time
Warner company. We compete with WCW in all aspects of our business, including
viewership, access to arenas, the sale and licensing of branded merchandise and
distribution channels for our televised programs. We also directly compete to
find, hire and retain talented performers. WCW and its affiliates have
substantially greater financial resources than we do and WCW is affiliated with
television cable networks on which WCW's programs are aired. We also compete
with regional promoters of wrestling events in our sports entertainment market.
With the introduction of the XFL, a professional football league jointly
owned by National Broadcasting Company, Inc. and us, in addition to non-sports
programming, we will compete for viewers and audiences with the National
Basketball Association, the National Hockey League and college basketball. We
will compete for players with, among others, the Canadian Football League and
the Arena Football League.
In addition to a wide variety of clubs and other entertainment centers in
the New York metropolitan area, our WWF New York themed entertainment complex
competes with themed and other restaurants in the Times Square area.
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Our failure to compete effectively could result in a significant loss of
viewers, venues, distribution channels or performers and fewer entertainment and
advertising dollars spent on our form of sports entertainment, any of which
could have a material adverse affect on our operating results, financial
condition and prospects.
BECAUSE WE DEPEND UPON OUR INTELLECTUAL PROPERTY RIGHTS, OUR INABILITY TO
PROTECT THOSE RIGHTS COULD NEGATIVELY IMPACT OUR ABILITY TO COMPETE IN THE
SPORTS ENTERTAINMENT MARKET.
Our inability to protect our large portfolio of trademarks, service marks,
copyrighted material and characters, trade names and other intellectual property
rights could negatively impact our ability to compete.
Other parties may infringe on our intellectual property rights and may
thereby dilute our brand in the marketplace. Infringement of our intellectual
property rights would also likely result in a commitment of time and resources
to protect these rights. We have engaged, and continue to engage, in litigation
with parties that claim or misuse some of our intellectual property. We are
involved in significant pending lawsuits relating primarily to the ownership of
copyrights of some of the characters featured in our live and televised events
and our home videos. Similarly, we may infringe on others' intellectual property
rights. One or more adverse judgments with respect to these intellectual
property rights could negatively affect our ability to compete.
We have the right to use the initials "WWF" as a servicemark and trademark
for our sports entertainment services. In 1994, we entered into an agreement
with an unaffiliated third party, WWF - World Wide Fund for Nature, a non-profit
environmental conservation organization, that sets forth limitations with
respect to our use of these initials domestically and internationally. This
agreement did permit our use of the then-current World Wrestling Federation
logos anywhere in the world. Our current World Wrestling Federation logo
contains the initials "WWF" in a highly-stylized way that we believe is a
separate and independently recognized commercial impression. While we believe
that the logo is not restricted by the agreement, the World Wide Fund for Nature
has initiated litigation seeking injunctive relief and damages for alleged
breaches of the agreement. The World Wide Fund for Nature has also claimed that
the 1994 agreement precludes us from using the block letters "WWF" in our
internet domain names, and is seeking an order directing that our domain names
containing the "WWF" letters be transferred to it. Any determination further
limiting our use of those initials or our logo could have a material adverse
effect on our brand recognition and our ability to compete.
A DECLINE IN GENERAL ECONOMIC CONDITIONS OR IN THE POPULARITY OF OUR BRAND OF
SPORTS ENTERTAINMENT COULD ADVERSELY IMPACT OUR BUSINESS.
Our operations are affected by general economic conditions and consumer
tastes, and therefore our future success is unpredictable. The demand for
entertainment and leisure activities tends to be highly sensitive to consumers'
disposable incomes, and thus a decline in general economic conditions could
result in our fans or potential fans having less discretionary income to spend
on our live and televised entertainment and branded merchandise, which could
have an adverse effect on our business or operating results.
The continued popularity of our brand of entertainment is important to our
results of operations and the long-term value of our brand. Public tastes are
unpredictable and subject to change and may be affected by changes in the
country's political and social climate. A change in public tastes or a decline
in general economic conditions may adversely affect our future success.
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In this regard, studies on the effects of sex and violence in the media have
been initiated by the Federal Trade Commission, and an interest group has
targeted aspects of the Company's brand of entertainment on television.
OUR INSURANCE MAY NOT BE ADEQUATE TO COVER LIABILITIES RESULTING FROM ACCIDENTS
OR INJURIES.
We hold approximately 200 live events each year primarily in the United
States and Canada. This schedule exposes our performers and our employees who
are involved in the production of those events to the risk of travel and
performance-related accidents, the consequences of which may not be fully
covered by insurance. The physical nature of our events exposes our performers
to the risk of serious injury or death. Although we have general liability
insurance and umbrella insurance policies, and although our performers, as
independent contractors, generally have health, disability and life insurance,
we cannot assure you that the consequences of any accident or injury will be
fully covered by insurance. Our liability resulting from any accident or injury
not covered by our insurance could have a material adverse effect on our
operating results and financial condition.
WE MAY BE PROHIBITED FROM PROMOTING AND CONDUCTING OUR LIVE EVENTS IF WE DO NOT
COMPLY WITH APPLICABLE REGULATIONS.
In various states in the United States and some Canadian provinces,
athletic commissions and other applicable regulatory agencies require us to
obtain promoters' licenses, performers' licenses, medical licenses and/or event
permits in order for us to promote and conduct our live events. In the event
that we fail to comply with the regulations of a particular jurisdiction, we may
be prohibited from promoting and conducting our live events in that
jurisdiction. The inability to present our live events over an extended period
of time or in a number of jurisdictions would lead to a decline in the various
revenue streams generated from our live events, which could have an adverse
effect on our business or operating results.
WE COULD INCUR SUBSTANTIAL LIABILITIES IF PENDING MATERIAL LITIGATION IS
RESOLVED UNFAVORABLY.
We are currently a party to civil litigation which, if concluded adversely
to our interests, could have a material adverse effect on our operating results
and financial condition or could require us to conduct certain aspects of our
business differently. These material legal proceedings are more fully described
in documents incorporated into this prospectus by reference. For example,
pending litigation includes the claim by the World Wide Fund for Nature
mentioned above and claims by two former professional wrestlers who previously
had been performers for us relating primarily to claims that they developed
characters portrayed by them with expectations that they would be compensated
for the ideas.
WE WILL FACE A VARIETY OF RISKS AS WE EXPAND INTO NEW AND COMPLEMENTARY
BUSINESSES.
Over the last 20 years, our core operations have consisted of marketing,
promoting and distributing our live and televised entertainment and our branded
merchandise. Our current strategic objectives include not only further
developing and enhancing our existing business but also entering into new or
complementary businesses, such as the creation of new forms of entertainment and
brands, the development of new television programming and the development of
branded location-based entertainment businesses. Examples include the planned
launch of the XFL, scheduled to begin play in February 2001, and our purchase of
WWF New York. The following risks are associated with expanding into new or
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complementary businesses by acquisition, strategic alliance, investment,
licensing or other arrangements:
o potential diversion of management's attention and resources from our
existing business and an inability to recruit or develop the necessary
management resources to manage new businesses;
o unanticipated liabilities or contingencies from new or complementary
businesses or ventures;
o reduced earnings due to increased goodwill amortization, increased interest
costs and additional costs related to the integration of acquisitions;
o potential reallocations of resources due to the growing complexity of our
business and strategy; o competition from companies then engaged in the new
or complementary businesses that we are entering;
o possible additional regulatory requirements and compliance costs;
o dilution of our stockholders' percentage ownership and/or an increase of
our leverage when issuing equity or convertible debt securities or
incurring debt; and
o potential unavailability on acceptable terms, or at all, of additional
financing necessary for expansion.
OUR FORMATION AND FUNDING OF THE XFL WILL ADVERSELY AFFECT OUR REPORTED
OPERATING RESULTS DURING THE XFL'S START-UP PHASE, AND IF THE XFL IS
UNSUCCESSFUL, OUR FINANCIAL CONDITION WILL BE ADVERSELY AFFECTED.
Our agreement with NBC regarding the XFL provides that we will control and
manage the operations of the XFL until NBC converts its non-voting equity in the
XFL into voting equity. As a result, for financial accounting purposes, we will
consolidate the results of operations of the XFL. Because we expect the XFL to
incur substantial losses during its start-up years, our reported earnings will
be adversely affected by the XFL.
In addition, although we believe there is a significant amount of fan
interest in a new professional football league, the success of the XFL is
uncertain. We expect the total investment in the XFL to be approximately $100
million through December 31, 2002, 50% of which will we funded by us and 50% of
which will be funded by NBC. If the XFL is not successful, we will lose our
investment in the XFL and our financial condition will be adversely affected by
that loss.
THROUGH HIS BENEFICIAL OWNERSHIP OF A SUBSTANTIAL MAJORITY OF OUR CLASS B COMMON
STOCK, MR. MCMAHON CAN EXERCISE SIGNIFICANT INFLUENCE OVER OUR AFFAIRS, AND HIS
INTERESTS MAY CONFLICT WITH THE HOLDERS OF OUR CLASS A COMMON STOCK.
We have two classes of common stock -- Class A, which carries one vote per
share, and Class B, which carries ten votes per share. A substantial majority of
the issued and outstanding shares of Class B common stock is owned by Vincent
McMahon directly or as the trustee of a trust for the benefit of his children.
As a result, Mr. McMahon controls approximately 96.25% of the voting power of
the issued and outstanding shares of our common stock. Accordingly, he is able
to control the outcome of substantially all actions requiring stockholder
approval, including the election of our directors, the adoption of amendments to
our certificate of incorporation and approval of mergers or sales of
substantially all of our assets. The interests of Mr. McMahon may conflict with
the interests of the holders of our Class A common stock. In addition, the
voting
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power of Mr. McMahon through his ownership of our Class B common stock could
discourage others from initiating potential mergers, takeovers or other change
of control transactions. As a result, the market price of our Class A common
stock could decline.
A SUBSTANTIAL NUMBER OF SHARES WILL BE ELIGIBLE FOR FUTURE SALE BY MR. MCMAHON,
AND THE SALE OF THOSE SHARES COULD LOWER OUR STOCK PRICE.
We cannot predict the effect, if any, that future sales of shares of our
Class B common stock (which, upon distribution to anyone other than Mr. McMahon,
Mrs. McMahon, any descendant of either of them, any entity which is owned and
controlled by any combination of such persons or any trust, all the
beneficiaries of which are any combination of such persons, automatically
convert on a one-for-one basis into shares of Class A common stock) or the
availability of those shares for future sale will have on the market price of
our Class A common stock. Sales of substantial amounts of our Class B common
stock, or the perception that such sales could occur, may lower the prevailing
market price of our Class A common stock. These factors could also make it more
difficult for us to raise funds through future offerings of our Class A common
stock.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING INFORMATION, WHICH MAY NOT PROVE
ACCURATE.
This prospectus contains forward-looking statements regarding our business.
When used in this prospectus, the words "anticipates", "plans", "believes",
"estimates", "intends", "expects" and "projects" typically identify
forward-looking statements, although not all forward-looking statements contain
such words. Such statements, including, but not limited to, our statements
regarding our business and operating strategies and liquidity and capital
resources, are based on management's beliefs, as well as on assumptions made by,
and information currently available to, management, and involve risks and
uncertainties, some of which are beyond our control. Our actual results could
differ materially from those expressed in any forward-looking statements made by
us or on our behalf. In light of these risks and uncertainties, we cannot assure
you that any forward-looking information in this prospectus will prove to be
accurate.
SELLING STOCKHOLDERS
The following table sets forth the names of the selling stockholders, the
aggregate number of shares owned by each selling stockholder as of October 31,
2000, the percentage of our outstanding Class A common stock owned by each
selling stockholder as of that date, and the aggregate number of shares
registered on behalf of each selling stockholder. The shares may be offered from
time to time by the selling stockholders. The selling stockholders are not
obligated to sell all or any portion of their shares pursuant to this
prospectus. The decision of any selling stockholder to sell some or all of the
stockholder's shares of our Class A common stock is dependent upon a variety of
factors, including the price of our Class A common stock and the stockholder's
financial circumstances. Because the selling stockholders may sell all or some
of their shares, no estimate can be given as to the amount of Class A common
stock actually to be offered for sale by a selling stockholder or as to the
amount of Class A common stock that will be held by a selling stockholder upon
the termination of this offering.
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SHARES BENEFICIALLY
OWNED PRIOR TO
OFFERING
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Number of Shares Number of Shares
of Class A Percent of Being Registered
Selling Stockholders Common Stock Class (1) for Sale
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NBC-WWFE Holding, Inc. 2,307,692 14.25 2,307,692
Viacom Inc. 2,307,692 14.25 2,307,692
(1) Based on 16,194,134 shares of Class A common stock issued and outstanding
as of October 31, 2000. Assumes no conversion of Class B common stock. If
all Class B common stock were converted, the percentage owned by each
stockholder would be 3.17%.
The selling stockholders obtained their shares of our Class A common stock
for $13.00 per share in private placements which were consummated at the time we
entered into certain strategic alliances with the stockholders described below.
We are registering the resale of these shares pursuant to registration rights
agreements entered into with the selling stockholders at the closing of the
private placements. Under these registration rights agreements, all expenses
relating to this registration statement and the offering of shares of Class A
common stock hereby (other than any underwriting discounts and commissions
payable to underwriters, selling brokers, managers and similar persons engaged
in the distribution of the shares and other than fees and expenses of the
selling stockholders' counsel) will be paid by us. We have also agreed to
indemnify the selling stockholders against certain liabilities under the
Securities Act, or to contribute to payments the selling stockholders may be
required to make in respect thereof. We will receive no part of the proceeds
from the sales of the Class A common stock offered hereby.
In June 2000, we entered into a strategic alliance with NBC to jointly own
and fund a professional football league, the XFL, which will begin play on
February 3, 2001. Each party owns 50% of the league, which owns all eight teams.
NBC has committed to broadcast certain regular season and championship games on
Saturday nights in prime-time from February through April. We are currently
building the infrastructure to support this league. Based on current
assumptions, we expect the full capitalization of the venture to be
approximately $100.0 million through December 31, 2002. In accordance with the
terms of the agreement, we will control the operations of the venture and,
accordingly, we will consolidate such operations in our financial statements
until such time as NBC converts its non-voting equity into voting equity. NBC
will, however, fund a 50% share of the venture's cash needs from the inception
of the agreement. For income tax purposes, both NBC and we will allocate the
operations equally, subject to certain special allocations set forth in the
strategic alliance agreement, and in accordance with federal tax law.
In April 2000, we entered into a strategic alliance with Viacom Inc. This
alliance will allow us to broaden our viewing audience by providing us access to
a variety of television networks
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and other operations from which we can cross promote our brand and distribute
our programs. Under this agreement, effective with the television season
beginning in September 2000 and continuing through the television season ending
September 2005, five hours of our programming were moved to cable networks owned
by Viacom. Our flagship program, Raw is War, as well as our post-produced
programs, Live Wire and Superstars, are aired on TNN: The National Network; and
Sunday Night Heat is aired on the MTV Network. Also under the agreement, the
airing of Smackdown on UPN was extended through the 2002/2003 television season.
We will sell a substantial majority of the commercial advertising for the TNN
and UPN programs. Sales of commercial advertising for Sunday Night Heat on MTV
will be made by the MTV sales force.
PLAN OF DISTRIBUTION
Subject to restrictions contained in the registration rights agreements,
the Class A common stock held by the selling stockholders and their successors
and permitted assigns who acquire the shares after the date of this prospectus,
may be sold from time to time on any stock exchange or automated interdealer
quotation system on which the shares are listed, in privately negotiated
transactions or otherwise. The shares may be sold at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
prices otherwise negotiated. The Class A common stock could be sold by one or
more of the following methods, without limitation:
o Block trades in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o Purchases by a broker or dealer as principal and resale by the broker or
dealer for its own account pursuant to this prospectus;
o An exchange distribution in accordance with the rules of any stock exchange
on which the shares are listed;
o Ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o Privately negotiated transactions;
o Short sales;
o Through the writing of options on the shares, whether or not the options
are listed on an options exchange;
o Through one or more underwritten offerings on a firm commitment or best
efforts basis; or
o Any combination of any of these methods of sale.
We do not know of any arrangements by the selling stockholders for the sale
of any of the shares.
The selling stockholders may effect transactions by selling the common
stock directly to purchasers or through or to brokers or dealers, and brokers or
dealers may receive compensation in the form of discounts, concessions or
commission from the selling stockholders, and/or from the purchasers of the
common stock for whom they may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker or dealer might
be in excess of customary commissions). Any brokers and dealers engaged by the
selling stockholders may arrange for other brokers or dealers to participate in
effecting sales of the shares. These brokers or dealers may act as principals,
or as an agent of a selling stockholder. Broker-dealers may agree with a selling
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stockholder to sell a specified number of the shares at a stipulated price per
share. If the broker-dealer is unable to sell shares acting as agent for a
selling stockholder, it may purchase as principal any unsold shares at the
stipulated price. Broker-dealers who acquire shares as principals may thereafter
resell the shares from time to time in transactions on any stock exchange or
automated interdealer quotation system on which the shares are then listed, at
prices and on terms then prevailing at the time of sale, at prices related to
the then-current market price or in negotiated transactions. Broker-dealers may
use block transactions and sales to and through broker-dealers, including
transactions of the nature described above.
Upon our being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of any of
the Class A common stock offered hereby through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, to the extent required, a prospectus supplement will be filed that will
set forth the specific shares to be sold and the terms of the offering,
including the name or names of any underwriters or dealer-agents, any discounts,
commissions and other items constituting compensation from the selling
stockholders and any discounts, commission or concessions allowed or reallowed
or paid to dealers.
Any of the shares covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933 may be sold under that
rule rather than pursuant to this prospectus.
We cannot assure you that the selling stockholders will sell any or all of
the Class A common stock offered by them under this prospectus.
A selling stockholder may enter into hedging transactions with
broker-dealers, and the broker-dealers may engage in short sales of the shares
in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the shares by those broker-dealers. A selling stockholder may enter into option
or other transactions with broker-dealers that involve the delivery of the
shares offered hereby to the broker-dealers, who may then resell or otherwise
transfer those shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction). In addition, a selling stockholder may, from time to
time, sell the shares short, and, in those instances, this prospectus may be
delivered in connection with the short sales and the shares offered under this
prospectus may be used to cover short sales. A selling stockholder may also
pledge the shares offered hereby to a broker-dealer or other financial
institution, and, upon a default, the broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus
(if required, as supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealer acting in connection with
the sale of the common stock offered hereby may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, in which event any discounts,
concessions or commissions received by them, which are not expected to exceed
those customary in the types of transactions involved, or any profit on resales
of the Class A common stock by them, may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933. We have advised the
selling stockholders that the anti-manipulation rules of Regulation M
promulgated by the SEC may apply to their sales in the market and have informed
them that they will be subject to the prospectus delivery requirements of the
Securities Act of 1933 which may include delivery through the facilities of the
New York Stock Exchange pursuant to Rule 153 under the Securities Act of 1933.
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The selling stockholders may agree to indemnify any agent, broker or dealer
that participates in transactions involving sales of our common stock against
certain liabilities, including liabilities under the Securities Act of 1933.
Under registration rights agreements with the selling stockholders, we are
required to pay all expenses relating to this registration statement and the
offering of shares of Class A common stock hereby (other than any discounts and
commissions payable to underwriters, selling brokers, managers and similar
persons engaged in the distribution of the shares and other than fees and
expenses of the selling stockholders' counsel). We have also agreed to indemnify
the selling stockholders against certain liabilities under the Securities Act,
or to contribute to payments the selling stockholders may be required to make in
respect thereof. We will receive no part of the proceeds from the sales of the
Class A common stock offered hereby.
USE OF PROCEEDS
All net proceeds from the sale of the shares of our Class A common stock
will be received by the selling stockholders. Accordingly, we will not receive
any proceeds from the sales of the shares of Class A common stock offered
hereby.
LEGAL MATTERS
The validity of the shares of Class A common stock offered hereby will be
passed upon for us by Kirkpatrick & Lockhart LLP, Pittsburgh, Pennsylvania.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2000 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
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TABLE OF CONTENTS
PAGE
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About This Prospectus..........................................................2
Where You Can Find More Information............................................2
Conventions Which Apply in this Prospectus.....................................2
Risk Factors...................................................................3
Selling Stockholders...........................................................8
Plan of Distribution..........................................................10
Use of Proceeds...............................................................12
Legal Matters.................................................................12
Experts.......................................................................12
