<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2000
REGISTRATION NO. 333-40478
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AES RED OAK, L.L.C.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4930 54-1889658
(State of Organization) (Primary Standard Industrial (I.R.S. Employer Identification
Classification Number) No.)
</TABLE>
--------------------------
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
PATTY ROLLIN
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
------------------------------
IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES,
ORDERS AND COMMUNICATIONS TO:
MICHAEL B. BARR
HUNTON & WILLIAMS
1900 K STREET, NW
WASHINGTON, DC 20006
(202) 955-1500
(202) 778-2201 (FACSIMILE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND ALL OTHER
CONDITIONS TO THE PROPOSED EXCHANGE OFFER DESCRIBED HEREIN HAVE BEEN SATISFIED
OR WAIVED.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT WILL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT WILL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE:
This Amendment No. 1 is being filed by AES Red Oak, L.L.C. solely for the
purpose of filing the exhibits to the Registration Statement that have not been
previously filed.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
3* Amended and Restated Limited Liability Company Agreement,
dated as of November 23, 1999 by AES Red Oak, L.L.C.
4.1(a)* Trust Indenture, dated as of March 1, 2000, by and among AES
Red Oak, L.L.C., the Trustee and the Depositary Bank.
4.1(b)* First Supplemental Indenture, dated as of March 1, 2000, by
and among AES Red Oak, L.L.C., the Trustee and the
Depositary Bank.
4.2* Collateral Agency and Intercreditor Agreement, dated as of
March 1, 2000, by and among AES Red Oak, L.L.C., the
Trustee, the Collateral Agent, the Debt Service Reserve
Letter of Credit Provider, the Power Purchase Agreement
Letter of Credit Provider, the Working Capital Provider and
the Depositary Bank.
4.3* Debt Service Reserve Letter of Credit and Reimbursement
Agreement, dated as of March 1, 2000, by and among AES Red
Oak, L.L.C., the Debt Service Reserve Letter of Credit
Provider and the Banks named therein.
4.4* Power Purchase Agreement Letter of Credit and Reimbursement
Agreement, dated as of March 1, 2000, by and among AES Red
Oak, L.L.C., the Power Purchase Agreement Letter of Credit
Provider and the Banks named therein.
4.5* Global Bond, dated March 15, 2000, evidencing 8.54% Senior
Secured Bonds of AES Red Oak, L.L.C., Series A due 2019 in
the principal amount of $224,000,000.
4.6* Global Bond, dated March 15, 2000, evidencing 9.20% Senior
Secured Bonds of AES Red Oak, L.L.C., Series B due 2029 in
the principal amount of $160,000,000.
4.7* Equity Subscription Agreement, dated as of March 1, 2000, by
and among AES Red Oak, L.L.C., AES Red Oak, Inc. and the
Collateral Agent.
4.8* Working Capital Agreement, dated as of March 1, 2000, by and
among AES Red Oak, L.L.C., Working Capital Provider, and the
Banks named therein.
4.9* Security Agreement, dated as of March 1, 2000, by and
between AES Red Oak, L.L.C. and the Collateral Agent.
4.10* Pledge and Security Agreement, dated as of March 1, 2000, by
and between AES Red Oak, Inc. and the Collateral Agent.
4.11* Pledge and Security Agreement, dated as of March 1, 2000, by
and between AES Red Oak, L.L.C. and the Collateral Agent.
4.12* Consent to Assignment, dated as of March 1, 2000, by and
between Williams Energy Marketing & Trading Company and the
Collateral Agent, and consented to by AES Red Oak, L.L.C.
(with respect to the Power Purchase Agreement).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
4.13* Consent to Assignment, dated as of March 1, 2000, by and
between The Williams Companies, Inc. and the Collateral
Agent, and consented to by AES Red Oak, L.L.C. (with respect
to the PPA Guaranty)
4.14* Consent to Assignment, dated as of March 1, 2000, by and
between Raytheon Engineers & Constructors, Inc. and the
Collateral Agent, and consented to by AES Red Oak, L.L.C.
(with respect to the EPC Contract).
4.15* Consent to Assignment, dated as of March 1, 2000, by and
between Raytheon Company and the Collateral Agent, and
consented to by AES Red Oak, L.L.C. (with respect to the EPC
Guaranty).
4.16* Consent to Assignment, dated as of March 1, 2000, by and
between Siemens Westinghouse Power Corporation and the
Collateral Agent, and consented to by AES Red Oak, L.L.C.
(with respect to the Maintenance Services Agreement).
4.17* Consent to Assignment, dated as of March 1, 2000, by and
between AES Sayreville, L.L.C. and the Collateral Agent, and
consented to by AES Red Oak, L.L.C. (with respect to the
Development and Operations Services Agreement).
4.18* Consent to Assignment, dated as of March 1, 2000, by and
between Jersey Central Power and Light Company d/b/a/ GPU
Energy and the Collateral Agent, and consented to by AES Red
Oak, L.L.C. (with respect to the Interconnection Agreement).
4.19* Consent to Assignment, dated as of March 1, 2000, by and
between the Borough of Sayreville and the Collateral Agent,
and consented to by AES Red Oak, L.L.C. (with respect to the
Water Supply Agreement).
5* Opinion of Hunton & Williams regarding Legality.
10.1 Fuel Conversion Services, Capacity and Ancillary Services
Purchase Agreement, dated as of September 17, 1999, and
Amendment No. 1, dated as of February 21, 2000, by and
between AES Red Oak, L.L.C. and Williams Energy Marketing &
Trading Company. (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.)
10.2(a) Agreement for Engineering, Procurement and Construction
Services, dated as of October 15, 1999, and Amendment No. 1,
dated as of February 23, 2000, by and between AES Red Oak,
L.L.C. and Raytheon Engineers & Constructors, Inc. (Portions
of this exhibit have been omitted pursuant to a request for
confidential treatment.)
10.2(b) EPC Contract Prepayment Coordination Agreement, dated as of
March 14, 2000, between AES Red Oak, L.L.C. and Raytheon
Engineers and Constructors, Inc. (Portions of this exhibit
have been omitted pursuant to a request for confidential
treatment.)
10.3 Guaranty, dated as of October 15, 1999, by Raytheon Company
in favor of AES Red Oak, L.L.C. (Portions of this exhibit
have been omitted pursuant to a request for confidential
treatment.)
10.4 Maintenance Program Parts, Shop Repairs and Scheduled Outage
TFA Services Contract, dated as of December 8, 1999, and
Amendment No. 1, dated February 15, 2000, by and between AES
Red Oak, L.L.C. and Siemens Westinghouse Power Corporation.
(Portions of this exhibit have been omitted pursuant to a
request for confidential treatment.)
10.5 Development and Operations Services Agreement, dated as of
March 1, 2000, by and between AES Sayreville, L.L.C. and AES
Red Oak, L.L.C.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
10.7* Water Supply Agreement, dated as of December 22, 1999, by
and between AES Red Oak, L.L.C. and the Borough of
Sayreville.
10.8 Generation Facility Transmission Interconnection Agreement,
dated as of April 27, 1999, by and between Jersey Central
Power & Light Company d/b/a GPU Energy and AES Red Oak,
L.L.C.
10.9* Mortgage, Security Agreement and Assignment of Leases and
Income, dated as of March 1, 2000, by and between AES Red
Oak, L.L.C. and the Mortgagee.
10.10* Assignment of Leases and Income, dated as of March 1, 2000,
by and between AES Red Oak, L.L.C. and the Collateral Agent.
10.11* Financial Agreement, dated as of December 3, 1999, by and
between AES Red Oak Urban Renewal Corporation and the
Borough of Sayreville.
10.12* Promissory Note, dated as of March 15, 2000, of AES Red Oak
Urban Renewal Corporation to AES Red Oak, L.L.C.
10.13* Ground Lease Agreement, dated as of March 1, 2000, by and
between AES Red Oak, L.L.C. and AES Red Oak Urban Renewal
Corporation.
10.14* Sublease Agreement, dated as of March 1, 2000, by and
between AES Red Oak Urban Renewal Corporation and AES Red
Oak, L.L.C.
10.15* Memorandum of Ground Lease, dated as of March 1, 2000, by
and between AES Red Oak, L.L.C. and AES Red Oak Urban
Renewal Corporation.
10.16* Memorandum of Sublease, dated as of March 1, 2000, by and
between AES Red Oak Urban Renewal Corporation and AES Red
Oak, L.L.C.
10.17* Construction Agency Agreement, dated as of March 1, 2000, by
and between AES Red Oak Urban Renewal Corporation and AES
Red Oak, L.L.C.
10.18* Leasehold Mortgage, Security Agreement and Assignment of
Leases and Income, dated as of March 1, 2000, by and between
AES Red Oak Urban Renewal Corporation and AES Red Oak,
L.L.C.
10.19* Assignment of Mortgage, dated as of March 1, 2000, by AES
Red Oak, L.L.C. in favor of the Collateral Agent.
10.20* URC Security Agreement, dated as of March 1, 2000, by and
between AES Red Oak Urban Renewal Corporation and AES Red
Oak, L.L.C.
10.21* Assignment of Leases and Income, dated as of March 1, 2000,
by and between AES Red Oak Urban Renewal Corporation and AES
Red Oak, L.L.C.
10.22* Assignment of Assignment of Leases and Income, dated as of
March 1, 2000, by AES Red Oak, L.L.C. in favor of the
Collateral Agent.
10.23 Guaranty, dated as of March 1, 2000, by The Williams
Companies, Inc. in favor of AES Red Oak, L.L.C. (PPA
Guaranty). (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.)
23.1* Consent of Stone & Webster.
23.2* Consent of ICF Resources Incorporated.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
23.3* Consent of Hunton & Williams (contained in Exhibit 5).
23.4* Consent of Deloitte & Touche LLP.
24* Power of Attorney (included on the signature page of this
registration statement).
25* Statement of Eligibility and Qualification on Form T-1 of
The Bank of New York, as Trustee under the Indenture.
27* Financial Data Schedule.
99.1* Form of Letter of Transmittal.
99.2* Form of Letter to Clients.
99.3* Form of Letter to Registered Holders and DTC Participants.
99.4* Form of Notice of Guaranteed Delivery.
</TABLE>
------------------------
* Previously filed as an Exhibit to our Company's Registration Statement
No. 333-40478 on Form S-4.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Arlington, and Commonwealth of Virginia, on July 31, 2000.
<TABLE>
<S> <C> <C>
AES RED OAK, L.L.C.
By: /s/ BARRY SHARP
-----------------------------------------
Barry Sharp
</TABLE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN RUGGIRELLO* President and Director
------------------------------- July 31, 2000
John Ruggirello
/s/ BARRY SHARP Director and Chief Financial Officer (and
------------------------------- principal accounting officer) July 31, 2000
Barry Sharp
Director
------------------------------- July 31, 2000
Roger Naill
/s/ BARRY SHARP
-------------------------------
*Barry Sharp, Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
3* Amended and Restated Limited Liability Company Agreement,
dated as of November 23, 1999 by AES Red Oak, L.L.C.
4.1(a)* Trust Indenture, dated as of March 1, 2000, by and among AES
Red Oak, L.L.C., the Trustee and the Depositary Bank.
4.1(b)* First Supplemental Indenture, dated as of March 1, 2000, by
and among AES Red Oak, L.L.C., the Trustee and the
Depositary Bank.
4.2* Collateral Agency and Intercreditor Agreement, dated as of
March 1, 2000, by and among AES Red Oak, L.L.C., the
Trustee, the Collateral Agent, the Debt Service Reserve
Letter of Credit Provider, the Power Purchase Agreement
Letter of Credit Provider, the Working Capital Provider and
the Depositary Bank.
4.3* Debt Service Reserve Letter of Credit and Reimbursement
Agreement, dated as of March 1, 2000, by and among AES Red
Oak, L.L.C., the Debt Service Reserve Letter of Credit
Provider and the Banks named therein.
4.4* Power Purchase Agreement Letter of Credit and Reimbursement
Agreement, dated as of March 1, 2000, by and among AES Red
Oak, L.L.C., the Power Purchase Agreement Letter of Credit
Provider and the Banks named therein.
4.5* Global Bond, dated March 15, 2000, evidencing 8.54% Senior
Secured Bonds of AES Red Oak, L.L.C., Series A due 2019 in
the principal amount of $224,000,000.
4.6* Global Bond, dated March 15, 2000, evidencing 9.20% Senior
Secured Bonds of AES Red Oak, L.L.C., Series B due 2029 in
the principal amount of $160,000,000.
4.7* Equity Subscription Agreement, dated as of March 1, 2000, by
and among AES Red Oak, L.L.C., AES Red Oak, Inc. and the
Collateral Agent.
4.8* Working Capital Agreement, dated as of March 1, 2000, by and
among AES Red Oak, L.L.C., Working Capital Provider, and the
Banks named therein.
4.9* Security Agreement, dated as of March 1, 2000, by and
between AES Red Oak, L.L.C. and the Collateral Agent.
4.10* Pledge and Security Agreement, dated as of March 1, 2000, by
and between AES Red Oak, Inc. and the Collateral Agent.
4.11* Pledge and Security Agreement, dated as of March 1, 2000, by
and between AES Red Oak, L.L.C. and the Collateral Agent.
4.12* Consent to Assignment, dated as of March 1, 2000, by and
between Williams Energy Marketing & Trading Company and the
Collateral Agent, and consented to by AES Red Oak, L.L.C.
(with respect to the Power Purchase Agreement).
4.13* Consent to Assignment, dated as of March 1, 2000, by and
between The Williams Companies, Inc. and the Collateral
Agent, and consented to by AES Red Oak, L.L.C. (with respect
to the PPA Guaranty)
4.14* Consent to Assignment, dated as of March 1, 2000, by and
between Raytheon Engineers & Constructors, Inc. and the
Collateral Agent, and consented to by AES Red Oak, L.L.C.
(with respect to the EPC Contract).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
4.15* Consent to Assignment, dated as of March 1, 2000, by and
between Raytheon Company and the Collateral Agent, and
consented to by AES Red Oak, L.L.C. (with respect to the EPC
Guaranty).
4.16* Consent to Assignment, dated as of March 1, 2000, by and
between Siemens Westinghouse Power Corporation and the
Collateral Agent, and consented to by AES Red Oak, L.L.C.
(with respect to the Maintenance Services Agreement).
4.17* Consent to Assignment, dated as of March 1, 2000, by and
between AES Sayreville, L.L.C. and the Collateral Agent, and
consented to by AES Red Oak, L.L.C. (with respect to the
Development and Operations Services Agreement).
4.18* Consent to Assignment, dated as of March 1, 2000, by and
between Jersey Central Power and Light Company d/b/a/ GPU
Energy and the Collateral Agent, and consented to by AES Red
Oak, L.L.C. (with respect to the Interconnection Agreement).
4.19* Consent to Assignment, dated as of March 1, 2000, by and
between the Borough of Sayreville and the Collateral Agent,
and consented to by AES Red Oak, L.L.C. (with respect to the
Water Supply Agreement).
5* Opinion of Hunton & Williams regarding Legality.
10.1 Fuel Conversion Services, Capacity and Ancillary Services
Purchase Agreement, dated as of September 17, 1999, and
Amendment No. 1, dated as of February 21, 2000, by and
between AES Red Oak, L.L.C. and Williams Energy Marketing &
Trading Company. (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.)
10.2(a) Agreement for Engineering, Procurement and Construction
Services, dated as of October 15, 1999, and Amendment No. 1,
dated as of February 23, 2000, by and between AES Red Oak,
L.L.C. and Raytheon Engineers & Constructors, Inc. (Portions
of this exhibit have been omitted pursuant to a request for
confidential treatment.)
10.2(b) EPC Contract Prepayment Coordination Agreement, dated as of
March 14, 2000, between AES Red Oak, L.L.C. and Raytheon
Engineers and Constructors, Inc. (Portions of this exhibit
have been omitted pursuant to a request for confidential
treatment.)
10.3 Guaranty, dated as of October 15, 1999, by Raytheon Company
in favor of AES Red Oak, L.L.C. (Portions of this exhibit
have been omitted pursuant to a request for confidential
treatment.)
10.4 Maintenance Program Parts, Shop Repairs and Scheduled Outage
TFA Services Contract, dated as of December 8, 1999, and
Amendment No. 1, dated February 15, 2000, by and between AES
Red Oak, L.L.C. and Siemens Westinghouse Power Corporation.
(Portions of this exhibit have been omitted pursuant to a
request for confidential treatment.)
10.5 Development and Operations Services Agreement, dated as of
March 1, 2000, by and between AES Sayreville, L.L.C. and AES
Red Oak, L.L.C.
10.7* Water Supply Agreement, dated as of December 22, 1999, by
and between AES Red Oak, L.L.C. and the Borough of
Sayreville.
10.8 Generation Facility Transmission Interconnection Agreement,
dated as of April 27, 1999, by and between Jersey Central
Power & Light Company d/b/a GPU Energy and AES Red Oak,
L.L.C.
10.9* Mortgage, Security Agreement and Assignment of Leases and
Income, dated as of March 1, 2000, by and between AES Red
Oak, L.L.C. and the Mortgagee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
10.10* Assignment of Leases and Income, dated as of March 1, 2000,
by and between AES Red Oak, L.L.C. and the Collateral Agent.
10.11* Financial Agreement, dated as of December 3, 1999, by and
between AES Red Oak Urban Renewal Corporation and the
Borough of Sayreville.
10.12* Promissory Note, dated as of March 15, 2000, of AES Red Oak
Urban Renewal Corporation to AES Red Oak, L.L.C.
10.13* Ground Lease Agreement, dated as of March 1, 2000, by and
between AES Red Oak, L.L.C. and AES Red Oak Urban Renewal
Corporation.
10.14* Sublease Agreement, dated as of March 1, 2000, by and
between AES Red Oak Urban Renewal Corporation and AES Red
Oak, L.L.C.
10.15* Memorandum of Ground Lease, dated as of March 1, 2000, by
and between AES Red Oak, L.L.C. and AES Red Oak Urban
Renewal Corporation.
10.16* Memorandum of Sublease, dated as of March 1, 2000, by and
between AES Red Oak Urban Renewal Corporation and AES Red
Oak, L.L.C.
10.17* Construction Agency Agreement, dated as of March 1, 2000, by
and between AES Red Oak Urban Renewal Corporation and AES
Red Oak, L.L.C.
10.18* Leasehold Mortgage, Security Agreement and Assignment of
Leases and Income, dated as of March 1, 2000, by and between
AES Red Oak Urban Renewal Corporation and AES Red Oak,
L.L.C.
10.19* Assignment of Mortgage, dated as of March 1, 2000, by AES
Red Oak, L.L.C. in favor of the Collateral Agent.
10.20* URC Security Agreement, dated as of March 1, 2000, by and
between AES Red Oak Urban Renewal Corporation and AES Red
Oak, L.L.C.
10.21* Assignment of Leases and Income, dated as of March 1, 2000,
by and between AES Red Oak Urban Renewal Corporation and AES
Red Oak, L.L.C.
10.22* Assignment of Assignment of Leases and Income, dated as of
March 1, 2000, by AES Red Oak, L.L.C. in favor of the
Collateral Agent.
10.23 Guaranty, dated as of March 1, 2000, by The Williams
Companies, Inc. in favor of AES Red Oak, L.L.C. (PPA
Guaranty). (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.)
23.1* Consent of Stone & Webster.
23.2* Consent of ICF Resources Incorporated.
23.3* Consent of Hunton & Williams (contained in Exhibit 5).
23.4* Consent of Deloitte & Touche LLP.
24* Power of Attorney (included on the signature page of this
registration statement).
25* Statement of Eligibility and Qualification on Form T-1 of
The Bank of New York, as Trustee under the Indenture.
27* Financial Data Schedule.
99.1* Form of Letter of Transmittal.
99.2* Form of Letter to Clients.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
99.3* Form of Letter to Registered Holders and DTC Participants.
99.4* Form of Notice of Guaranteed Delivery.
</TABLE>
------------------------
* Previously filed as an Exhibit to our Company's Registration Statement
No. 333-40478 on Form S-4.
