NORTEL NETWORKS
Res. #15927770
Modertor: Paul Malcolmson
7/28/00 - 7:15 a.m. MT
Page 9
NORTEL NETWORKS
Modertor: Paul Malcolmson
July 28, 2000
9:45 a.m. ET
Operator: Ladies and gentlemen, thank you for standing by. Welcome to the
Nortel Networks financial analysts conference call. At this time,
all participants are in a listen-only mode, and we will later
conduct a question and answer session. At that time, if you have
a question, you will need to press the one, followed by the four,
on your push-button phone. As a reminder, this conference is
being recorded today, Friday, July 28th, 2000, and I would now
like to turn the conference over to Mr. Paul Malcolmson, director
of investor relations. Please go ahead, sir.
Paul Malcolmson: Good morning, ladies and gentlemen. Welcome to the financial
analysts and investor conference call regarding the definitive
agreement that we announced this morning, under which Nortel
Networks will acquire Alteon Web Systems, the leader in
content-aware switching. We have from Nortel Networks Clarence
Chandran, chief operating officer, Bill Conner, president of
enterprise solutions, and from Alteon Web Systems, Dominic Orr,
president and chief executive officer.
Following a brief commentary from Clarence Chandran and Dominic
Orr, we will address as many questions as possible in the
allotted time slot.
Before we begin, I will remind you that certain statements made
during this analyst conference call may be considered
forward-looking statements. As such, you are directed to the risk
factors contained in today's press release. At this point, I will
turn the call over to Clarence and Dominic for a brief overview.
Clarence?
Clarence Chandran: Thank you, Paul, and good morning, again, ladies and
gentlemen. It's great to be back with you after just a few days
of being apart. We're delighted this morning to be announcing our
agreement with Alteon Web Systems for $7.8 billion. And what this
does for Nortel Networks and for Alteon is take the next
generation of high-performance Internet and enables it with the
full richness of the content-aware, broadband service delivery
from edge to edge. As you may recall that last November we talked
to you about our vision for creating the high-performance,
profitable optical and wireless Internet, and we've done this in
a very deliberate way over the past several months, including our
partnerships with the storage partners, and server partners, such
as EMC, Sun Microsystems, and HP, bringing to bear our portfolio
of gigabyte switches, the Passport, our 8600, and with Optera
Metro leading optical solutions in the Metro, our acquisition of
Professional Services Dimension, the 120 person unit that are
blackbelts in Internet data center consulting, our hosted
application management and delivery, with Epicon [sp] and now
Shasta, and of course, our caching relationship with Interlibria
[sp].
What Alteon does is it takes us absolutely into the leadership
space of content-aware networking, so that the server load
balancing the content-aware switching that is a fundamental
requirement in Internet data centers for the next generation of
Internet service providers for the New Economy.
Nortel Networks is squarely positioned now to deliver the full
richness of the optical Internet and the wireless Internet to our
customers, and I'm delighted to now turn this over, in a new
coming together, of Alteon systems, to my new colleague, Dominic
Orr, who will be the president of Nortel's content networking
business unit. Dominic?
Dominic Orr: Thank you, Clarence. Ladies and gentlemen, welcome back, also,
to-- welcome to Alteon. We, as you recall, announced a phenomenal
growth quarter-- last quarter, primarily in the intelligent
web-switching business and also announcing a new service platform
called Integrated Service Director.
We firmly believe the year 2000 is the year for the whole content
switching market share to gel, and Alteon is coming into this
year with really strong momentum, and what we want to do is to
leverage on an existing, powerful engine in the service provider
market of Nortel Networks to increase our market share to an
absolute dominant level. The way we think about it is, as you
recall, for those of you who attended our conference call last
week, was that one of the limiting factors of growth for Alteon
is service delivery and integration capability in the Internet
Data Center, where we absolutely have dominant market share. We
find the coming together of Nortel's dimensions, professional
services, the existing Passport 8600 switches, and Optera Metro
switches, strongly extends our delivery capability in this space.
But even more powerful, the observation, as you recall in our
conference call, is that content switching is definitely
spreading very fast into the edge, into the point of presence,
and those of you who attended our conference call will recall, I
conjectured that in a few quarters our business in the POPS [sp]
will be even stronger than our business in the data center and
that has nothing to do with lack of growing of the data centers,
the growth there is tremendous.
We believe the currents of business in the past were driven by
broad band access so the obvious integration of the Shasta
platform and Alteon technology is clear win. However, the third
killer slot is, we believe, the content switching technology is
really going to be needed in the 3G wireless level of Internet
access where special set up and tear down rate is going to be two
or three orders of magnitude compared to the wireline access, and
that is a perfect application of the Alteon web switching
technology. And because of that we believe there is a very rare
opportunity when the market is gelling so fast Alteon has the
technology momentum, Nortel has the market delivery, the customer
care mechanism, and also the access for wireless and broadband
equipment, and this is a perfect time for us to combine forces to
absolutely dominate market share in this space, and that's why we
are very excited for this union.
P. Malcolmson: Great. Thank you Dominic. We will now start the Q&A session. To
allow as many people as possible to participate I ask that you
limit your questions to a maximum of two. Operator, would you
please lay out the process for the Q&A session and may we have
our first question, please?
Operator: Thank you. Ladies and gentlemen, we will now begin the question
and answer session. If you have a question, please press the one
followed by the four on your push-button phone. You will hear a
three tone prompt acknowledging your request. If your question
has been answered and you wish to withdraw your polling request,
you may do so by pressing the one followed by the three. If you
are on a speaker phone, please pick up your handset before
entering your request.
One moment, please, for the first question.
Your first question is from Mark Sue of Lehman Brothers, please
proceed with your question.
Mark Sue: Thank you. Clarence, can you talk about for what time frame you
will continue to resell the product as it is, the A switch, and
the 700 series from Alteon? And perhaps your vision for adding a
lot of this software intelligence to maybe your Accelar [sp]
product and also your Shasta product? Thank you.
Clarence Chandran: Mark, thanks for that question, and I'll have Dominic come
in here as well.
One of the things that we are absolutely focused on, of course,
in terms of the tremendous velocity that Alteon has is through
layers four through seven. And we're really looking at the value
creation at layer seven where they have tremendous velocity. And
as we take this to the edge of the web, that is where we see the
synergy between Nortel and Alteon coming together with some of
the solutions that Dominic talked about. With respect to the
great velocity they continue to have in the Internet data center,
we will absolutely not be interfering with that, we'll be adding
more velocity and scale and agility from our supply chain, our
customer care, for the flawless installation and ongoing
engineering services of this. And let me first pass it over to
Dominic to talk about some of his thinking at layers four through
seven for the product.
Dominic Orr: Hi, Mark. In the Internet data center, like Clarence said, the
momentum of Alteon is very strong, the 700 is just coming out of
the gate, and we couldn't ship enough, so to speak. So, the real
synergy is through the Integrated Service Director, we can
actually load a lot of software in service provisioning, in the
use of profiling, and localization. A lot of this edge
intelligence capability, and I have to add, through this Shasta
technology we can very easily apply immediate independent access.
That is to say cable, broadband, DSL, and 3G wireless. There's a
tremendous leverage point through the Alteon/Shasta technology
backhanding all three media.
Clarence Chandran: One other from Bill Conner to talk about here, Mark.
Bill Conner: Hello, Mark. The one other key attribute is, unlike other
architectures Alteon's hybrid in terms of it is massively
distributed processing architecture that then has software laid
on top of it will make it very nice in terms of integrating
layers four to seven on top of the 8600, which is a layer three
switch. So, if you think of Optera Metro, Shasta, or our 8600,
it's a natural software lift into those product streams.
The other interesting integration, though, is as e-business
starts to look at high priority, mission critical applications,
the software integration between Alteon's capabilities and ours
clarify around ECO Raum [sp], and E Front Office, and web
enablement of that, is going to be an interesting ability that
Nortel will be able to bring in terms of any media, any time,
real time, high speed, high performance capability off of the
Alteon ISD platform.
Mr. Sue: Great thank you.
P. Malcolmson: Can we have our next question please, operator?
Operator: Your next question comes from Ken Leon of ABN Amro. Please
proceed with your question.
Mr. Leon: Yes. Congratulations. Two questions. One, either for Clarence
or Dominic. Are there other addressable markets for Alteon
besides the traditional ones such as, possibly, wireless? And for
Bill, how will you integrate this organization with your sales
and sales support people? And also, how it fits with products you
have?
Clarence Chandran: All right, Ken, thank you. With respect to the unit that
Dominic will be running, he will absolutely lead the content
aware strategy, and the content splitting strategy for Nortel.
So, this is a Nortel asset and, in fact, will straddle the
enterprise business and the service provider and carrier business
and he will instantly have the ability to scale sales,
engineering, customer care and the supply chain globally and
you're very familiar with our capability there.
With respect to the further opportunities they have, if you look
at the absolute premier customers, the portal customers from
Yahoo, and Excite@Home; the on-line destinations of Buy.com,
DLJDirect, CitySearch, Ticketmaster Online; the web hosters,
Exodus, Lifecloud [sp], Navjax[sp]; ISP's such as UUNet [sp],
Cable & Wireless, Global Crossing, DTE Internet, we are now
taking this from the level of today to the real high performance
Internet of tomorrow and those customers are at the leading edge
of this, and that's the opportunity that Dominic has, and I'll
ask him to address some of that.
Dominic Orr: So, in terms of product integration, we have recently introduced
a platform called Integrated Service Director, which allows us to
very rapidly introduce software as an adjunct to the core layer
seven switching, the level S capability, and it is going to be
primarily through this ISD platform that we will rapidly deploy
software to support the existing Nortel access equipment
capabilities.
In relation specifically to the wireless question, we already
have, in fact, software running on supporting the web protocol,
the web application --- the wireless application protocol, health
check, and so on, and that would be almost immediately applicable
into this application.
Ken Leon: And finally, just the size of the addressable market today for
Alteon and out in 2002?
C. Chandran: According to IDC, and the work that we've done, Ken, the market
is approximately $4 billion, 'til the year 2004, and growing
rapidly.
Ken Leon: OK. Thanks so much.
P. Malcolmson: Thanks, Ken, next question, please.
Operator: Your next question is from Greg Geiling of JP Morgan, please
proceed with your question.
Greg Geiling: Yes, good morning. Clarence, I was wondering if you could just
talk to us a little bit more detail on some of the financial
implications here? I think I saw that it was accretive next year,
but some of the potential revenue synergies and things like that?
And for Bill, you talked about this earlier, but if you could
maybe talk a little bit more broadly to us about how this
dominant position at Nortel is developing on the edge of
networks, if you will? How that can be tied into the traditional
enterprise business, and how those two pieces of the pie together
can help get the growth in the enterprise business back to
industry type levels? Could you just talk more broadly about the
strategy there?
C. Chandran: OK, Greg. Hello, again. With respect to the synergies, we
absolutely see massive synergy in content at the edge of the
network, and, as I've said to you and others, the velocity at
which Shasta is growing will now further increase the Optera
Metro solution, the Promatory solution, the Cornerstone solution
for cable, and as we begin to deploy the third generation network
for BT in the UK, which already has an optical interface to the
IBTS, and with the wireless access protocol solution that Alteon
has, we see a full suite of capability coming there.
So with respect to growth, we see tremendous synergies there, but
it's still too early to give you a specific numbers, but we'll
happy to do that the next quarter, when we talk about it and the
transaction is closed. With respect to the specifics of the
financials, I'll have Paul Malcolmson give you a brief comment.
P. Malcolmson: Greg, just to recap, as Keith mentioned, the transaction is
expected to be neutral this year, calendar 2000, closing in the
fourth quarter, we anticipate, and slightly accretive in calendar
2001, until-- in summary, there's no change to the financial
guidance that we gave on Tuesday afternoon for both years, for
2000 and for 2001.
Bill Conner: Greg, you asked about kind of where this goes with enterprises.
As you well know, we're now on the growth phase of transforming
enterprise solution business, and that was really built around
convergence of data and telephony, and we delivered on that
piece.
We've also moved our routing to the edge, with Open IP, and what
that does is move routing to devices, PDAs, cell phones,
operating systems, and network processors at the edge of a
network and then we launched our e-business initiative with
Clarify and Pharaphonics [sp]. What Alteon does now is take a
look at that e-business capability as it goes to
business-to-business, there's a whole set of customers that are,
like all of them in enterprise, that are trying to do
business-to-business e-business. As they move toward that Web
capability, they're looking for ability to differentiate the
service performance and the performance of those applications to
the endpoint. So what Alteon will be able to do is leverage our
layer three capability on 8600 or in our Metropolitan Network for
storage or optical data centers for enterprises and give it an
application-aware capability that's going to be critical to
differentiate your different businesses from one business to
another business as well as the application that run the
business, from sales to service and supply chain management. As
you well know, those are all different applications -- the
quality of service in having Alteon's capability to get at the
layer four/seven capability and truly understand what's in that,
to differentiate it, is going to be fundamental over the growing
base over the next two years.
G. Geiling: Great, thank you, guys.
P. Malcolmson: Next question please.
Operator: Your next question is from Tim Anderson from Salomon Smith
Barney. Please proceed with your question.
Tim Anderson: Good morning. Two questions here. First one - this is more for
you, Dominic, I think -- what's going to be happening with the
NIC [sp] business, which I know isn't really the focus of the
acquisition, but showed some pretty strong growth? Second one is
also, can you give us a sense about how long it's going to take
to actually port the software, the Alteon software, over to
Shasta and Clarify, and make that integration move smoothly?
D. Orr: Good questions. The NIC business has always been a facilitator
to marginize [sp] the service to gigabit in action, and it has
been an independent system-- it's been-- I think we will continue
to run that as an independent business. It grew 50 percent
quarter over quarter last quarter, so it was-- it was a strong
business. So we have no change in strategy there.
Regarding to the integration of the technology, I want to
emphasize one thing-- one thing that gets me very excited is
other than the vision point of integrating this technology, I
feel most immediate leverage of having this equipment just lying
side by side and through this strategic control point. That is--
that is-- for example, if you put together the Shasta equipment
and the Alteon Web switches in a POP already, we can see the
value add of the two sets of equipment reinforcing one another.
Now, if you add into the integrated service director, it's a very
programmable environment, you can see that within, I would say,
in two quarters' timeframe, you would see already some specially
developed functionality that can be achievable. So I'm very
encouraged in that respect.
P. Malcolmson: Thank you. Next question, please.
Operator: Your next question is from Troy Houttenstein from UBS Warburg.
Please proceed with your question.
Troy Houttenstein: Hi guys. Just wondering, is there any kind of price points
where the deal, you guys would have any kind of walk-aways, or
anything along those lines?
P. Malcolmson: There's no collar.
T. Houttenstein: OK. And what's the deal-break fees from both sides, from the
Alteon and the Nortel?
P. Malcolmson: We haven't disclosed that. I would say normal for the industry,
and when the public filings are made, I'm sure that amount will
be made public.
T. Houttenstein: Okay, thank you.
P. Malcolmson: Next question, please.
Operator: Your next question is from John Nguyen of Wit Soundview - please
proceed with your question.
John Nguyen: Hello, yes, this is John Nguyen calling in for Truc Do, and you
were alluding that the opportunity that you see even greater is
in the wireless area, with 3G web and things of that nature. Can
you elaborate on that?
C. Chandran: We don't see it as even greater, but certainly as great an
opportunity across the board as we bring together the optical
Internet data center and third generation wireless into the data
center, so those two huge engines, we believe, are pretty well in
balance, and as you very well are aware, the third generation
networks, as they begin to deploy in Europe, will take some time,
as the auctions begin to roll out and of course what Nortel
Networks is doing here, with the optical and wireless Internet,
is to create the edge to edge broadband solution, which straddles
e-business, wireless, and content-based services, regardless of
whether it's wireless or wireline.
J. Nguyen: So, so, as a follow-on...
D. Orr: --comment as one of the part of content switching platform is
session set-up and tear-down rate compared to regular packet
switches. And the reason there's more opportunity in wireless
access is just because of the amount of devices and the amount of
session set-up and tear-down is so drastic that normal servers
would not be able to do the job.
C. Chandran: Also, from a footprint point of view, the footprint that we see
is much smaller, 20 to 50 percent smaller. The throughput, in
terms of competitive differentiators, is 20 to 40 percent higher,
and in terms of capital outlay we see the Internet data center as
being approximately 35 to 50 percent lower. So we see tremendous
velocity in the business case for the performance of the
solution.
J. Nguyen: So, as a follow-on to this, do you quote it that the IDC
suggested the addressable market size for content switching is in
the $4 billion range by the year 2004 - does that include the
opportunity in the 3G wireless Web area?
P. Malcolmson: No, it does not.
J. Nguyen: OK thank you.
J. Malcolmson: Thank you. Next question, please.
Operator: Your next question is from Walter Piecyk from PaineWebber. Please
proceed with your question.
Walter Piecyk: Thanks. Just two questions on integration, one on technology,
and then just on the other, the deal.
And Bill, don't take offense to this, but everyone is talking, I
guess, about Shasta and Clarify; that seems like more of an
enterprise issue. Isn't the value more on, you know, Web hosters,
small ISPs, and in that case, given the kind of new relationship
with Juniper, what are the plans of integrating with that
product, you know, given that, I think, you're out of that market
for a couple of years? Are you going to try to integrate it with
Juniper and then come back a couple years from now and integrate
this product?
C. Chandran: This is Clarence Chandran. The addressable market clearly that
we have in our headlights is the service provider carrier, the
Web hosting, and the next generation of companies that we've
talked to you about. This product will not be integrated with
Juniper; it will be integrated with the Optera packet core, which
scales to terrabits, and will be out in the first quarter of next
year, on schedule. Dominic.
D. Orr: Basically, our technology is typically applied between routers
and servers. For those of you who don't know that we have shipped
over 13,000 Web switchers worldwide, and all of them, 100
percent, are situated between content servers and routers, and
our job is really to do the sessions, set up and tear down, and
load balancing, and so on - to support scaling. And the major
business so far, like you highlighted, was in Internet data
centers, but as the content delivery network, the caching
network, the streaming meetings network and so on, taking the
server to the edge, content-switching technology follows the
server to the edge, and that is the big wave of market
W. Piecyk: I'm sorry, was there another answer?
P. Malcolmson: No.
W. Piecyk: OK. The second integration question is, you know, the $8 billion
purchase of Bay Networks, some may suggest it didn't necessarily
have the best integration over the past couple of years. Just
wondering, what are you going to do different this time, with
this particular acquisition?
C. Chandran: I think that's an irrelevant question; we've got this down to a
science with respect to all of the acquisitions that we've done,
and Bay has contributed tremendously to Nortel's success.
W. Piecyk: OK, thanks.
P. Malcolmson: Thank you. Next question, please.
Operator: Your next question is from Mark Edelen of Thomas Weisel Partners.
Please proceed with your question.
Mark Edelen: Hi, guys. I have a quick clarification, and then I have a
follow-up. Just on the actual terms of the deal, you said it
was-- the printed price on the tape is for $7.8 billion, but the
share count that you gave with the transaction- would infer
something differently. Can you give a quick clarification,
because I think there is a misunderstanding out there, given the
way both stocks are trading?
P. Malcolmson: Sure. No problem. The calculation is on a fully diluted basis,
so it would also include options that are outstanding.
M. Edelen: OK, so the actual price is $7.8 billion?
P. Malcolmson: 7.8
M. Edelen: OK, thank you. And then also, more on an integration issue,
looking at the layer three product, Dominic, just wanted to get a
sense-- you know, you talked about timing with integration on the
Shasta side -- wanted to get a sense about integration with the
layer three products and timing on that. We've seen that load
balancing has been, you know, a real wedge into the data center.
I wanted to get a sense of timing on integration, and also, the
control mechanisms that you'll have over that business line.
Thanks.
D. Orr: To be completely honest, a lot of the focus and excitement when
we do the due diligence has been focusing on the Internet core,
and the edge for networking capabilities that we mentioned.
Clearly, there are tremendous opportunities for the enterprise
business because currently, our third-party relationship going on
in that business within Nortel and as fast as we can, we're going
to go in and replace that and get along with the integration
work.
B. Conner: And I think the other piece of that is we're just-- our 8600
layer three switch, you know, 12 days ago, and we're
over-subscribed for that product, with hundreds of customers, as
we speak. So the ability to take that leadership position and you
know, a lot of industry analysts are writing about and a lot of
people are doing bakeoffs, and we're beating everyone in the
layer three platform. Now we can truly offer layer three to
seven, in a combined fashion.
M. Edelen: I see. Thanks, guys.
P. Malcolmson: Thank you. Next question, please.
Operator: Your next question is from Simon Ulcickas of Chase Securities.
Please proceed with your question.
S. Ulcickas: Hi, could you tell me what regulatory filings are required here
in the U.S. and in Canada and your hopeful timing on when you'll
make those filings?
P. Malcolmson: Yeah, they're customary filings. We can perhaps follow-up with
you more specifically, but just the normal filings.
S. Ulcickas: OK. And also, are there are any performance or earnings tests on
Alteon's part?
P. Malcolmson: No, there aren't.
S. Ulcickas: Thanks a lot.
P. Malcolmson: Operator, we have time for one more question before closing.
Operator: Thank you. Your final question is from Mark Lucey of TD
Securities. Please proceed with your question, sir.
Mark Lucey: Just wouldn't mind hearing, as related to the options vesting as
part of this deal, about whether there's any special provisions
in terms of employee retention or maybe more specifically, key
senior management retention and expectations of people staying
on, what kind of provisions are there to provide incentives along
those lines? And perhaps a product-oriented question, as in your
points of reference in terms of talking about product
performances were more against the IP routing and switching
versus perhaps other load balances out there, from the Arrowpoint
or Foundrys of the world; perhaps if somebody could elaborate on
the differentiators versus the Foundry and Arrowpoint approaches?
That would be helpful, thank you.
D. Orr: Those are two separate and related questions, right, as I
understand it. If you look at Alteon's population, we grew from
90 people a little bit over a year ago to 180 people. Just nine
months we went IPO, and we are now about 500 people, so clearly
the bulk of this talent has been recruited recently, so they are
in the very early stage in our stock options program, so we will
have a very good effective retention mechanism there. So I'm very
excited that those mechanisms are in place.
Regarding the differentiation between Foundry and Arrowpoint's
approach and Alteon's approach, basically, we have layers four
through seven proper running on purpose-built [?] for port
network processor in a distributed architecture, versus layer
two/three switch architecture with a centralized processor
running layer four through seven software. And the advantage of
that is not only performance, but incredible amount of CPU
headroom for future software upgrades, and that is a very
important aspect.
C. Chandran: Great. Ladies and gentlemen, thank you so much for joining us
this morning on such short notice, but we're delighted to be able
to continue the performance that Nortel Networks has delivered
now with a tremendous new partner in Alteon, and we look forward
to chatting with you all individually. Thanks.
P. Malcolmson: Again, I'd like to thank you all for joining us this morning. As
usual, if you have any questions, please contact our investor
relations team. Good day.
Operator: Ladies and gentlemen, that does conclude your conference call for
today. We thank you for participating, and please disconnect your
lines at this time.
Certain information included herein is forward-looking and is subject to
important risks and uncertainties. The results or events predicted in these
statements may differ materially from actual results or events. Factors which
could cause results or events to differ from current expectations include, among
other things: the impact of price and product competition; the dependence on new
product development; the impact of rapid technological and market change; the
ability of Nortel Networks to make acquisitions and/or integrate the operations
and technologies of acquired businesses in an effective manner; general industry
and market conditions and growth rates; international growth and global economic
conditions, particularly in emerging markets and including interest rate and
currency exchange rate fluctuations; the impact of consolidations in the
telecommunications industry, the uncertainties of the Internet; stock market
volatility; the ability of Nortel Networks to recruit and retain qualified
employees; and the impact of increased provision of customer financing by Nortel
Networks. For additional information with respect to certain of these and other
factors, see the reports filed by Nortel Networks with the United States
Securities and Exchange Commission. Nortel Networks disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction to be filed with the Securities
and Exchange Commission by Nortel Networks and Alteon WebSystems, as it will
contain important information. Security holders may obtain a free copy of the
proxy statement/prospectus (when available) and other related documents filed by
Nortel Networks and Alteon WebSystems at the Commission's website at
www.sec.gov. When available, the proxy statement/prospectus and the other
documents may also be obtained from Nortel Networks Corporation, Attention:
Investor Relations 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada
Alteon WebSystems, its directors, executive officers and certain other members
of Alteon WebSystems' management and employees may be soliciting proxies from
Alteon WebSystems' stockholders in favor of the merger. Information concerning
the participants will be set forth in the proxy statement/prospectus when it is
filed with the Securities and Exchange Commission.
