As filed with the Securities and Exchange Commission on April 20, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
MOTOROLA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-1115800
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal offices)
____________________
Carl F. Koenemann
Executive Vice President and Chief Financial Officer
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Carol Forsyte
Senior Corporate Counsel
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-7646
____________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please 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(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
____________________
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Title of Each Class Amount to Proposed Proposed Amount
of be Maximum Maximum of
Securities to be Registered Offering Aggregate Registra
Registered Price Per Offering Price tion Fee
- ---------------------------------------------------------------------------
Common Stock, par
value $3.00 per 4,593. $79.78 (2) $366,429.54 $101.87
share (1) shares (2)
(1) With attached rights to purchase additional shares of Common Stock in
certain circumstances.
(2) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c), computed on the basis of the average of the
highest and lowest reported sales price of the registrant's Common Stock as
reported for the New York Stock Exchange--Composite Transactions on April
15, 1999.
____________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------
PROSPECTUS
4,593 SHARES OF
COMMON STOCK, $3 PAR VALUE
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
MOTOROLA, INC.
4,593 Shares of Common Stock
These shares of Common Stock are being sold by the shareholders of
Motorola who are named on page 5 (each of whom is a non-employee director
of Motorola) or their donee or pledgee. Motorola will not receive any part
of the proceeds from the sale.
The selling shareholders may offer their shares of Common Stock through
public or private transactions, on or off the United States exchanges, at
prevailing market prices, or at privately negotiated prices.
_________________________
Motorola Common Stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange and trades on U.S. exchanges with the ticker symbol:
"MOT". On April 15, 1999, the closing price of one share of Motorola
Common Stock on the New York Stock Exchange was $ 80.19.
_________________________
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.
The date of this Prospectus is April __, 1999
TABLE OF CONTENTS
Section Page
Where You Can Find Information..........................3
The Company.............................................4
Use of Proceeds.........................................4
Selling Shareholders....................................4
Description of Common Stock.............................5
Plan of Distribution....................................5
Legal Opinion...........................................6
Experts.................................................6
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file with the SEC at its public reference
facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also
obtain copies of the documents at prescribed rates by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the public reference facilities. Our SEC filings are also
available at the offices of the New York Stock Exchange. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we
file with the SEC, 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 later file with the SEC will automatically update this prospectus. We
incorporate by reference the documents listed below and any filings we make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the registration statement
that contains this prospectus and until the time that all the shares
offered by this prospectus are sold.
1. Motorola's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2. The description of Motorola's Common Stock included in the
Registration Statement on Form 8-B dated July 2, 1973, including any
amendments or reports filed for the purpose of updating such description.
3. The description of Motorola's Preferred Stock Purchase Rights
included in the Registration Statement on Form 8-A, dated November 5, 1998,
as amended.
You may request a copy of these filings (other than exhibits, unless
that exhibit is specifically incorporated by reference into that filing) at
no cost, by writing to or telephoning us at the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
Corporate Offices, Motorola Center
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
You should rely only on the information contained or incorporated by
reference in this prospectus or an applicable prospectus supplement. We
have not authorized anyone else to provide you with different information.
We are only offering these securities in states where the offer is
permitted. You should not assume that the information in this prospectus
or an applicable prospectus supplement is accurate as of any date other
than the date on the front of those documents.
THE COMPANY
"Motorola" (which may be referred to as "we", "us" or "our") means
Motorola, Inc. or Motorola, Inc. and its subsidiaries, as the context
requires. "Motorola" is a registered trademark of Motorola, Inc.
Motorola is a global leader in providing integrated communications
solutions and embedded electronic solutions. These include:
* Software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking and
Internet-access products, for consumers, network operators, and commercial,
government and industrial customers.
* Embedded semiconductor solutions for customers in the consumer,
networking and computing, transportation and wireless communications
markets.
* Embedded electronic systems for automotive, communications,
imaging, manufacturing systems, computer and consumer markets.
Motorola is a corporation organized under the laws of the State of
Delaware as the successor to an Illinois corporation organized in 1928.
Motorola's principal executive offices are located at 1303 East Algonquin
Road, Schaumburg, Illinois 60196, telephone: (847) 576-5000.
USE OF PROCEEDS
All of the net proceeds from the sale of the Motorola shares will go to
the shareholders who offer and sell their shares. Accordingly, Motorola
will not receive any proceeds from sales of the Motorola shares.
SELLING SHAREHOLDERS
The selling shareholders are non-employee directors of Motorola who
elected in December 1998 to receive shares of Common Stock (which are
subject to certain transfer restrictions) from Motorola in lieu of their
accrued benefits under the retirement plan for non-employee directors (or
their donees or pledgees), as described below.
In February 1996, Motorola's Board of Directors voted to terminate the
retirement plan for any non-employee director not participating in the plan
and to freeze this pension plan for the then current non-employee
directors. Participating non-employee directors with accrued benefits
under this pension plan continued to be entitled to receive payment of
their accrued benefits.
In November 1998, Motorola's Board of Directors voted to permit current
non-employee directors who were entitled to benefits under the pension plan
to convert their accrued interests in the pension plan into shares of
Common Stock (subject to certain transfer restrictions). In December 1998,
the directors who so elected were issued shares of Common Stock. A
director may not transfer these shares of Common Stock until the time he or
she is no longer a director of Motorola due to his or her (i) failure to
stand for election or to be re-elected or (ii) total and permanent
disability or death. If these shares are transferred prior to such time
the shares will be forfeited. If the director's service on the Motorola
Board of Directors terminates for any reason other than that described
above, or if the director engages in any activity which is determined to be
in competition with any activity of Motorola, the shares must be sold back
to Motorola at the price the director paid to Motorola. Motorola is
registering these shares of Common Stock on behalf of the electing
directors.
In addition, one or more of these selling shareholders may donate as
gifts or pledge to secure obligations some or all of their shares of Common
Stock. The sale of shares by a donee or pledgee of a selling shareholder
named below are also included in this prospectus and if Motorola is
notified by a selling shareholder that a donee or pledgee intends to sell
more than 500 shares of Common Stock (or such other number of shares as may
be deemed to be de minimis by the SEC staff), a supplement to this
prospectus will be filed.
The table below indicates, as of April 1, 1999, for each of the selling
shareholders, the number of shares of Common Stock beneficially owned and
the number of shares to be offered for each selling shareholder's account.
The number of shares of Common Stock owned by each of the selling
shareholders after completion of the offering (assuming all shares offered
hereunder are sold and that the selling shareholder does not acquire
additional shares of Common Stock before the completion of this offering)
is also shown. None of the selling shareholders, nor the donees of the
selling shareholders, is anticipated to own more than 1% of the outstanding
shares of Common Stock after the offering is completed.
Shares of
Common Stock Shares of Common
Beneficially Shares of Common Stock Owned
Selling Owned Prior to Stock Being After the
Shareholder Offering (1) Offered Offering (1)
- ------------------------------------------------------------------------
H. Laurance Fuller 15,391 (2) 312 15,079
Judy C. Lewent 10,174 (3) 88 10,086
John E. Pepper, Jr. 18,023 (4) 318 17,705 (4)
Samuel C. Scott 13,916 (5) 476 13,440 (5)
B. Kenneth West 15,097 (6) 3,219 11,878 (6)
John A. White 11,102 (7) 180 10,992
- ------------------------------------------------------------------------
(1) Includes 6,000 shares under options exercisable on April 1, 1999 and
options which become exercisable within 60 days thereafter.
(2) Includes 312 shares which are restricted as to transfer.
(3) Includes 88 shares which are restricted as to transfer.
(4) Mr. Pepper disclaims beneficial ownership of 4,350 shares held by his
family members which are included for him under "Shares Beneficially Owned
Prior to Offering" and "Shares of Common Stock Owned After the Offering".
Includes 1,061 shares which are restricted as to transfer prior to the
offering and 743 shares which are restricted as to transfer after the
offering.
(5) Includes 922 shares which are restricted as to transfer prior to the
offering and 446 shares which are restricted as to transfer after the
offering.
(6) Includes 4,097 shares which are restricted as to transfer prior to
the offering and 878 shares which are restricted as to transfer after the
offering.
(7) Includes 180 shares which are restricted as to transfer.
PLAN OF DISTRIBUTION
The selling shareholders, including any donees or pledgees who receive
shares from a selling shareholder named above, may offer their Motorola
shares of Common Stock at various times in one or more of the following
transactions (which may involve block transactions, ordinary brokerage
transactions and transactions in which brokers solicit purchases):
* on any of the securities exchanges where our Common Stock is
listed, including the New York Stock Exchange or the Chicago Stock
Exchange, or in special offerings, exchange distributions or secondary
distributions pursuant and in accordance with the rules of such exchanges;
* in the over-the-counter market;
* in negotiated transactions or otherwise, including an underwritten
offering;
* in connection with short sales of the shares of Common Stock;
* by pledge to secure debts and other obligations;
* in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options, if permitted under the
securities laws; or
* in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling shareholders may sell their shares directly to purchasers or
may use broker-dealers to sell their shares. Broker-dealers who sell the
shares may receive compensation in the form of discounts, concessions, or
commissions from the selling shareholders or they may receive compensation
from purchasers of the shares for whom they acted as agents or to whom they
sold the shares as principal, or both. (The compensation as to a particular
broker-dealer might be in excess of customary commissions.)
The selling shareholders and these broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended. Any commissions received by such broker-dealers and any profit on
the resale of the shares sold by them while acting as principals might be
deemed to be underwriting discounts or commissions under the Securities Act
of 1933.
Motorola will pay all fees and expenses incurred in connection with
preparing and filing this prospectus and the registration statement. The
selling shareholders will pay any brokerage commissions and similar selling
expenses, if any, attributable in connection with the sale of the shares of
Common Stock including stock transfer taxes due or payable in connection
with the sale of the shares.
Motorola will indemnify the selling shareholders and any underwriter of
a selling shareholder against certain liabilities, including liabilities
under the Securities Act of 1933. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities under the Securities Act of 1933.
Selling shareholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act
of 1933 provided they meet the criteria and conform to the requirements of
Rule 144.
LEGAL OPINION
For the purpose of this offering, Carol Forsyte, Senior Corporate
Counsel of Motorola, is giving her opinion on the validity of the shares.
As of April 1, 1999, Ms. Forsyte owned 185 shares of Common Stock and held
options to purchase 10,600 shares of which 3,000 shares were currently
exercisable.
EXPERTS
KPMG LLP, independent accountants, audited our annual financial
statements and schedules incorporated by reference in this prospectus and
elsewhere in the registration statement. These documents are incorporated
by reference herein in reliance upon the authority of KPMG LLP as experts
in accounting and auditing in giving the report.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All dollar amounts in the following table are estimates except the
amount of the registration fee under the Securities Act of 1933.
Securities and Exchange Commission Filing Fee $102
Legal Fees and Expenses $1,500
Accounting Fees and Expenses $1,000
Listing Fees and Expenses $5,000
Miscellaneous $1,500
Total $9,102
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in
connection with litigation.
The Company's Restated Certificate of Incorporation and its Directors'
and Officers' Liability Insurance Policy provides for indemnification of
the directors and officers of the Company against certain liabilities.
Item 16. List of Exhibits
The exhibits to this Registration Statement are listed in the Exhibit
Index elsewhere herein.
Item 17. Undertakings
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 is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the provisions of the Delaware General Corporation Law or the
Company's Restated Certificate of Incorporation or otherwise, the Company
has been advised that in the opinion of the 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 against
the Company 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.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, and in the capacities indicated, in
the Village of Schaumburg, State of Illinois, on the 16th day of April,
1999.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
----------------------
Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed below by the
following persons in the capacities indicated, on the date or dates
indicated.
Signature Title Date
/s/ Christopher B. Galvin Chief Executive Officer and 4/16/99
Christopher B. Galvin Director
(Principal Executive Officer)
/s/ Carl F. Koenemann Executive Vice President and 4/16/99
Carl F. Koenemann Chief Financial Officer
(Principal Financial Officer)
/s/ Anthony M. Knapp Corporate Vice President and 4/16/99
Anthony M. Knapp Controller
(Principal Accounting Officer)
/s/ Ronnie C. Chan Director 4/16/99
Ronnie C. Chan
/s/ H. Laurance Fuller Director 4/16/99
H. Laurance Fuller
/s/ Robert W. Galvin Director 4/16/99
Robert W. Galvin
/s/ Robert L. Growney Director 4/16/99
Robert L. Growney
/s/ Anne P. Jones Director 4/16/99
Anne P. Jones
- ---------------- Director -------
Donald R. Jones
/s/ Judy C. Lewent Director 4/16/99
Judy C. Lewent
/s/ Walter E. Massey Director 4/16/99
Walter E. Massey
/s/ Thomas J. Murrin Director 4/16/99
Thomas J. Murrin
/s/ Nicholas Negroponte Director 4/16/99
Nicholas Negroponte
/s/ John E. Pepper, Jr. Director 4/16/99
John E. Pepper, Jr.
/s/ Samuel C. Scott III Director 4/16/99
Samuel C. Scott III
/s/ Gary L. Tooker Director 4/16/99
Gary L. Tooker
/s/ B. Kenneth West Director 4/16/99
B. Kenneth West
/s/ John A. White Director 4/16/99
John A. White
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3(i)(b) to Motorola's Quarterly Report on
Form 10-Q for the quarter ended April 2, 1994 (File No. 1-7221)).
4.2 Certificate of Designations, Preferences and Rights of Junior
Participating Preferred Stock, Series B (incorporated by
reference to Exhibit 3.3 to Motorola's Registration Statement on
Form S-3 dated January 20, 1999 (Registration No. 333-70827)).
4.3 By-Laws, as amended through February 17, 1999 (incorporated by
reference to Exhibit 3.3 to Motorola's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 (File No. 1-7221)).
4.4 Rights Agreement, dated as of November 5, 1998 between Motorola,
Inc. and Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 1.1 to Motorola's
Registration Statement on Form 8-A/A dated March 16, 1999 (File
No. 1-7221)).
5 Opinion of Carol H. Forsyte, Senior Corporate Counsel, Motorola
Corporate Law Department.
23.1 Consent of KPMG LLP.
23.2 Consent of Carol Forsyte, Senior Corporate Counsel, Motorola
Corporate Law Department (included in Exhibit 5 to this
Registration Statement).
EXHIBIT 5
April 20, 1999
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Gentlemen:
I refer to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Motorola, Inc., a
Delaware corporation ("Motorola"), with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the sale of
4,593 shares of Common Stock, $3 par value per share
("Motorola Common Stock"), of Motorola to be sold from time to
time by the shareholders named in the Registration Statement
who received their shares in lieu of accrued benefits under
Motorola's pension plan for non-employee directors. This
opinion relates to the shares of Motorola Common Stock covered
by the Registration Statement (the "Subject Shares").
I am Senior Corporate Counsel in the Law Department of
Motorola and as such have acted as counsel to Motorola in
connection with preparation of the Registration Statement. As
such counsel, it is my opinion that those Subject Shares have
been validly and legally issued and are fully paid and
nonassessable. In arriving at the foregoing opinion, I have
examined and relied upon, and am familiar with, originals or
copies, certified or otherwise identified to my satisfaction,
of such documents, corporate records, certificates of officers
of Motorola and of public officials, and other instruments as
I have deemed necessary or appropriate for the purposes of the
opinion set forth above.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my
name under the caption "Legal Opinion". In giving this
consent, I do not admit that I am within the category of
persons whose consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
Carol H. Forsyte
Senior Corporate Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.
We consent to incorporation by reference in the
Prospectus constituting part of this Registration Statement
on Form S-3 of Motorola, Inc. of our reports dated January
13, 1999, except as to Note 8, which is as of March 1, 1999,
relating to the consolidated balance sheets of Motorola, Inc.
and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders'
equity, and cash flows and related financial statement
schedule for each of the years in the three-year
period ended December 31, 1998, which reports appear in or
are incorporated by reference in the annual report on Form
10-K of Motorola, Inc. for the year ended December 31, 1998.
We also consent to the reference to our firm under the
heading "Experts" in such Prospectus.
KPMG LLP
Chicago, Illinois
April 20, 1999
