As filed with the Securities and Exchange Commission on
May 18, 1999.
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0229124
(State of Incorporation) (I.R.S. Employer Identification No.)
6464 Canoga Avenue
Woodland Hills, California 91367-2407
(Address of principal executive offices)
ROBERT FUNARI'S NON-QUALIFIED STOCK OPTION AWARD AGREEMENT;
SHARES ISSUED TO WADE HOPKINS
(Full Title of Plans)
John S. Baumann, Esq.
6464 Canoga Avenue
Woodland Hills, CA 91367-2407
(818) 737-4492
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed Maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering registration
(2) price fee
<S> <C> <C> <C> <C>
Common Stock, par 33,300 $29.25 $974,025 $271
value $ .05 per shares (1)
share
</TABLE>
[FN]
(1) The 33,300 shares registered hereby consist of (a) 25,000
shares underlying an option granted to Robert Funari,
president and chief executive officer of the Company, on
February 24, 1999, and (b) 8,300 shares acquired by Wade
Hopkins, a pharmacy manager for the Company, upon the
exercise of stock options.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share has
been calculated based on the average of the high and low
price per share of the Company's common stock on May 17,
1999, as reported in the NASDAQ National Market.
</FN>
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
<PAGE>
REOFFER PROSPECTUS
SYNCOR INTERNATIONAL CORPORATION
This Reoffer Prospectus relates to 8,300 shares of Common
Stock, par value $.05 per share ("Common Stock"), of Syncor
International Corporation (the "Company"), which may be offered
for sale from time to time by Wade Hopkins (the "Selling
Stockholder"), a pharmacy manager for the Company, who acquired
the shares of Common Stock upon exercise of options granted to
him on July 14, 1994 and December 31, 1994. See "Selling
Stockholder." The outstanding shares of Common Stock held by the
Selling Stockholder and to be offered hereby are hereinafter
referred to as the "Outstanding Securities."
The Selling Stockholder has not advised the Company of any
specific plans for the distribution of the Outstanding
Securities, but it is anticipated that the Outstanding Securities
may be sold from time to time by the Selling Stockholder directly
to purchasers or, alternatively, may be offered from time to time
through agents, brokers, dealers or underwriters, who may receive
compensation in the form of concessions or commissions from the
Selling Stockholder or from purchasers of the Outstanding
Securities. Sales of the Outstanding Securities may be made in
one or more transactions through the NASDAQ National Market, in
privately negotiated transactions, or otherwise, and such sales
may be made at the market price prevailing at the time of sale, a
price related to such prevailing market price or a negotiated
price. See "Plan of Distribution."
Any brokers, dealers or agents that participate in the
distribution of the Outstanding Securities may be deemed to be
underwriters and any commissions received by them and any profit
on the sale of such Outstanding Securities positioned by them
might be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended (the "Securities
Act").
The Common Stock is listed on the NASDAQ National Market
under the symbol "SCOR." The reported closing sale price of the
Common Stock on May 17, 1999 was $29.25 per share. Prospective
investors should obtain the most recent available price
quotations prior to any purchase of Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________________
The date of this Prospectus is May 18, 1999.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information filed with the
Commission by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at 7 World Trade Center,
Suite 1300, New York, New York 10048, and at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material may be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth St., N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants, including
the Company, that file electronically with the Commission. The
Common Stock is traded as "National Market Securities" on the
NASDAQ National Market. Materials filed by the Company can be
inspected at the offices of the National Association of
Securities Dealers, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission are by this reference incorporated in and made a
part of this Reoffer Prospectus:
(1) The Company's annual report on Form 10-K for the fiscal
year ended December 31, 1998.
(2) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1999.
(3) The Company's proxy statement dated May 5, 1999, with
respect to its annual meeting of stockholders to be held on June
23, 1999.
(4) The description of the Company's common stock as set
forth in the Registration Statement for such stock filed under
Section 12 of the Securities Exchange Act of 1934, including all
amendments to such description as set forth in all amendments
filed to such Registration Statement or in any periodic report
filed with the Commission pursuant to the provisions of such Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 and prior to the termination of the offering of the
Shares offered hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof.
The Company hereby undertakes to provide without charge to
each person whom this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any and all
of the foregoing documents incorporated herein by reference
(other than exhibits to such documents which are not
specifically incorporated by reference into the information that
this Prospectus incorporates). Written or telephonic requests
should be directed to Investor Relations Department, Syncor
International Corporation, 6464 Canoga Avenue, Woodlands Hills,
CA 91367, telephone number 818-737-4000.
No dealer, salesman, or any other person has been authorized
to give any information or to make any representation not
contained in this Prospectus, and, if given or made, such
information and representation must not be relied upon as having
been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities offered hereby in any state to any person
to whom it is unlawful to make such offer in such state. Neither
the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date
hereof.
This Prospectus constitutes a part of the Registration
Statement which the Company has filed with the Commission under
the 1933 Act, with respect to the Outstanding Securities. This
Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the
Registration Statement and related Exhibits thereto for further
information with respect to the Company and the Outstanding
Securities offered hereby. Such additional information can be
obtained from the Commission's office in Washington, D.C. Any
statements contained herein concerning the provisions of any
documents are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference.
THE COMPANY
The Company is primarily a pharmacy services company engaged
in compounding, dispensing and distributing radiopharmaceutical
products and services to hospitals and clinics through its
network of 120 nuclear pharmacy service centers in the United
States and fourteen nuclear pharmacy service centers outside of
the United States. The Company's pharmacies process
radiopharmaceutical prescriptions in convenient packaging for the
customer, called "unit dose." The unit dose is then applied to a
specific patient for diagnostic imaging of physiological
functions and organ systems and for monitoring and treatment of
diseases. The Company also markets and distributes imaging cold
kits, isotopes, medical reference sources, and nuclear and
pharmacy equipment and accessories. The Company estimates that
its pharmacies serve approximately 7,000 hospitals and clinics
in 48 states throughout the United States.
In addition to its radiopharmacy business, the Company,
through its subsidiary, Comprehensive Medical Imaging, Inc.,
owns, operates and/or manages medical imaging centers that
provide one or more outpatient diagnostic imaging services,
including magnetic resonance imaging or MRI, computerized
tomography or CT, nuclear imaging, X-ray, ultrasound,
mammography and fluoroscopy.
The Company, through its subsidiary, Syncor
Pharmaceuticals, Inc., also manufactures Iodine-123 capsules
in its manufacturing facility in Golden, Colorado. An
Iodine-123 capsule is a radiopharmaceutical diagnostic product
used for thyroid disorders.
The Company is a Delaware corporation and its principal
executive offices are located at 6464 Canoga Avenue, Woodland
Hills, CA 91367-2407. Its telephone number is 818-737-4000.
USE OF PROCEEDS
The Company will not realize any of the proceeds from the
sale of the Outstanding Securities.
<PAGE>
SELLING SECURITY HOLDER
The Outstanding Securities are being offered for the
account of Mr. Wade Hopkins. The table below sets forth, as of
May 18, 1999, the number of outstanding shares of Common Stock
of the Company held of record by Mr. Hopkins and the number of
shares of Common Stock of the Company that will be held by him
after the completion of the offering of the Outstanding
Securities, assuming the sale of all of the Outstanding
Securities:
<TABLE>
<CAPTION>
Security Holder Number of Shares Number of Shares Number of Shares
Owned Prior to Subject to Owned After
Completion of Offering Completion of
Offering Offering
<S> <C> <C> <C>
Wade Hopkins 15,908 (1) 8,300 7,608 (2)
</TABLE>
[FN]
(1) Includes 2,390 shares not outstanding which he has the
right to acquire pursuant to options, and 5,218 shares
held under the Company's Employees' Savings and Stock
Ownership Plan.
(2) Constitutes less than one percent of the outstanding
shares of Common Stock of the Company.
</FN>
The Selling Stockholder may offer shares of Common Stock
from time to time in one or more transactions on the NASDAQ
National Market, which may involve brokers or dealers, or in
private transactions. The Company has not entered into any
agreement, arrangement or understanding with brokers or dealers
regarding the shares of Common Stock that may be offered hereby
prior to the effective date of the Registration Statement of
which this Reoffer Prospectus forms a part, and the Selling
Stockholder has advised the Company that he has not entered
into any such agreement.
PLAN OF DISTRIBUTION
The Selling Stockholder is offering the Outstanding
Securities for his own account, and not for the account of the
Company. The Outstanding Securities may be sold from time to
time by the Selling Stockholder directly to purchasers or,
alternatively, may be offered from time to time through agents,
brokers, dealers or underwriters, who may receive compensation in
the form of concessions or commissions from the Selling
Stockholder or purchasers of the Outstanding Securities (which
compensation may be in excess of customary commissions). Sales
of the Outstanding Securities may be made in one or more
transactions through the NASDAQ National Market, in privately
negotiated transactions, or a combination of such methods of
sale, at fixed prices or negotiated prices or at prices related
to prevailing market prices.
LEGAL OPINION
The validity of the shares of Common Stock being offered
hereby will be passed upon for the Company by John S. Baumann,
Vice President and General Counsel for the Company.
EXPERTS
The consolidated financial statements and schedule of the
Company as of December 31, 1998 and 1997, and for each of the
three years in the three-year period ended December 31, 1998,
have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in auditing and accounting.
<PAGE>
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated in this Registration Statement by reference:
(a) The Annual Report on Form l0-K filed by Syncor
International Corporation (the "Company") for the
fiscal year ended December 31, 1998;
(b) The Quarterly Report on Form 10-Q filed by the Company
for the quarter ended March 31, 1999;
(c) The Company's proxy statement dated May 5, 1999, with
respect to its annual meeting of stockholders to be
held on June 23, 1999; and
(d) The description of the Company's common stock as set
forth in the Registration Statement filed by the
Company under Section 12 of the Securities Exchange Act
of 1934, including all amendments to such description
as set forth in all amendments filed to such
Registration Statement or in any periodic report filed
with the Commission pursuant to the provisions of such
Act.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article VI of the By-Laws of the Company provides for
the indemnification of each officer and director of the Company,
to the fullest extent permitted by law, against all liability
and loss, expenses, judgments, fines and settlement amounts
actually and reasonably incurred by such person in connection
with any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of
the fact that such person, or a person for whom such person is
the legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, nonprofit entity or other
enterprise, including service with respect to an employee benefit
plan. The Company, however, shall be required to indemnify a
person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors
of the Company. The Company also has entered into Indemnity
Agreements with the officers and directors of the Company
pursuant to which an officer or director is entitled to
indemnification if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Article 10 of the Company's Restated Certificate
of Incorporation states that a director shall have no personal
liability to the Company or its shareholders for monetary damages
for breach of fiduciary duty as a director, except in the case
of: (a) any breach of the director's duty of loyalty to the
Company or its shareholders; (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation; (c) unlawful payment of dividends or unlawful stock
purchase or redemption pursuant to Section 174 of Delaware's
General Corporation Law; or (d) any transaction from which the
director derived an improper personal benefit.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Stock Certificate of Common Stock of the Company filed
as Exhibit 4.1 to the August 26, 1986 Form 10-K and
incorporated herein by reference
4.2 Rights Agreement dated as of November 8, 1989 between
the Company and American Stock Transfer & Trust Company
filed as Exhibit 2.1 to the Registration Statement on
Form 8-A dated November 3, 1989 and incorporated herein
by reference
4.3 Non-Qualified Stock Option Award Agreement, dated as of
February 24, 1999, between the Company and Robert G.
Funari
5 Opinion re Legality
23 Consent of KPMG LLP
24 Power of Attorney (contained in the Section prior to
the Signature Page filed with this Registration
Statement).
Item 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(l) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement to include any
material information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of
1933, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Satement 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 of 1933 may be permitted to
directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the
Securities and Exchange Commission, such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or
controlling person of the Company 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
Company 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 Act and will be
governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below under the caption designated
"SIGNATURES", constitutes and appoints Monty Fu and Robert G.
Funari, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this
registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, 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 attorneys-in-fact and
agents, each acting alone or his substitute or resubstitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Company certifies that it
has reasonable grounds to believe that it meets all of 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 Woodland
Hills and State of California on May 18, 1999.
SYNCOR INTERNATIONAL CORPORATION
By /s/ John S. Baumann
John S. Baumann
Vice President and General Counsel<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Monty Fu Chairman of the Board May 18, 1999
Monty Fu and Director
/s/ Robert G. Funari President, Chief Executive May 18, 1999
Robert G. Funari Officer (Principal
Executive Officer)
and Director
/s/ Michael E. Mikity Senior Vice President, May 18, 1999
Michael E. Mikity Chief Financial Officer
and Treasurer (Principal
Financial-Accounting
Officer)
/s/ Steven B. Gerber Director May 18, 1999
Steven B. Gerber
/s/ George S. Oki Director May 18, 1999
George S. Oki
/s/ Arnold E. Spangler Director May 18, 1999
Arnold E. Spangler
/s/ Gail R. Wilensky Director May 18, 1999
Gail R. Wilensky
/TABLE
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Page No.
<S> <C> <C>
4.1 Stock Certificate of Common Stock of the
Company filed as Exhibit 4.1 to the August
26, 1986 Form 10-K and incorporated
herein by reference
4.2 Rights Agreement dated as of November 8, 1989
between the Company and American Stock Transfer
& Trust Company filed as Exhibit 2.1 to the
Registration Statement on Form 8-A dated
November 3, 1989 and incorporated herein by
reference
4.3 Non-Qualified Stock Option Award Agreement,
dated as of February 24, 1999, between the
Company and Robert G. Funari, filed as Exhibit
10.1 to the Form 10-Q for the quarter ended
March 31, 1999
5 Opinion re Legality E-1
23 Consent of KPMG LLP E-3
24 Power of Attorney (contained in section prior
to the Signature Page filed with this
Registration Statement)
/TABLE
<PAGE>
EXHIBIT 5
LEGAL OPINION OF SYNCOR COUNSEL
May 18, 1999
Syncor International Corporation
6464 Canoga Avenue
Woodland Hills, CA 91367-2407
Re: Syncor International Corporation
Registration Statement on Form S-8
Gentlemen:
I have been requested to render this opinion in connection with
the Registration Statement on Form S-8 (the "Registration
Statement" of Syncor International Corporation, a Delaware
corporation (the "Company"), filed with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of the following shares of
the Company's Common Stock, $.05 par value (collectively, the
"Securities"): (1) 8,300 shares issued to Wade Hopkins in
connection with the exercise of options granted to him on July
14, 1994 and December 31, 1994, and (2) 25,000 shares underlying
the option granted to Mr. Robert Funari on February 24, 1999
pursuant to the Non-Qualified Stock Option Award Agreement
between Mr. Funari and the Company.
As counsel to the Company, I have reviewed the Registration
Statement and the Exhibits thereto, the Certificate of
Incorporation and Bylaws of the Company, as amended to date, and
the minutes of the proceedings of the Company's Board of
Directors, and have also examined such other records, documents,
instruments and certificates of certain officers of the Company,
made such inquiries of officers of the Company, and considered
such questions of law as I have deemed necessary for the purpose
of rendering the opinions set forth herein.
In my examination, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me
as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and
the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing and in reliance thereon,
it is my opinion that the Securities have been duly authorized
for issuance and will, when sold, be legally issued, fully paid
and nonassessable.
This opinion is furnished to you solely in connection with the
Registration Statement. I consent to the filing of this opinion,
or any copies thereof, as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ John S. Baumann
John S. Baumann
General Counsel
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Syncor International Corporation
We consent to the use of our report dated February 22, 1999,
incorporated herein by reference in the Registration Statement on
Form S-8 of Syncor International Corporation, relating to the
consolidated balance sheets of Syncor International Corporation
and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period
ended December 31, 1998, and the related schedule, and to the
reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG LLP
Los Angeles, California
May 17, 1999
