<PAGE> 1
Registration No. 33-33388
Rule 424(b)(3)
4,643,000 Shares
of Common Stock (par value $.01 per share)
Issuable upon Exercise of Common Stock Purchase Warrants
[SAFEWAY LOGO]
Safeway Inc.
This Prospectus relates to the offering by Safeway Inc., from time to
time, of 4,643,000 shares of its common stock, par value $.01 per share (the
"Common Stock"). The shares of Common Stock offered hereby are issuable upon
the exercise of warrants (the "Warrants") to purchase an aggregate of 4,643,000
shares of Common Stock (the "Warrant Shares"). On November 24, 1986, the
Company's predecessor, Safeway Stores, Incorporated, a Maryland corporation
("Predecessor"), was merged with a wholly owned subsidiary of the Company.
Each former shareholder of Predecessor received a pro rata share of Warrants to
purchase an aggregate of 4,643,000 shares of Common Stock of the Company for an
aggregate purchase price upon exercise of $17.5 million. Each Warrant
represents the right to purchase 0.279 shares of Common Stock for the warrant
exercise price of $1.052; and, as a result, one share of Common Stock will be
issued upon the exercise of 3.584 Warrants and a cash payment of
$3.7691.
All the shares of Common Stock offered are being issued and sold by
Safeway.
The last reported sale price of the Warrants on the New York Stock
Exchange Composite Tape on May 4, 1994 was $5-3/4 per Warrant. The last reported
sale price of the Common Stock on the New York Stock Exchange Composite Tape
on May 4, 1994 was $24-1/2 per share.
See "Certain Investment Considerations" for certain considerations
relevant to an investment in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
EXERCISE PRICE PROCEEDS TO
PER SHARE SAFEWAY
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<S> <C> <C>
Per Share . . . . . . . . . . . . . . . . . . . . . . $3.7691 $3.7691
Total (1) $17,500,000 $17,500,000
</TABLE>
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(1) Of the 4,643,000 shares of Common Stock initially issuable upon exercise of
Warrants, through March 15, 1994, 2,615,070 shares of Common Stock had been
issued upon exercise of Warrants for an aggregate amount received upon
exercise of $9.9 million.
The date of this Prospectus is May 6, 1994.
<PAGE> 2
AVAILABLE INFORMATION
Safeway has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement (of which this
Prospectus is a part) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in the Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto. For further information
regarding Safeway and the Common Stock offered hereby, reference is hereby made
to the Registration Statement and such exhibits and schedules which may be
obtained from the Commission at its principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission.
Safeway 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. The Registration Statement, the exhibits and schedules forming
a part thereof and the reports, proxy statements and other information filed by
Safeway with the Commission in accordance with the Exchange Act can be
inspected and copied at the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: 7 World Trade Center, 13th Floor, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, Safeway Common Stock and Warrants are listed on the New York Stock
Exchange and similar information concerning Safeway can be inspected and copied
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the
Commission by the Company are hereby incorporated by reference in this
Prospectus:
(1) Safeway's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994.
(2) Safeway's 1994 Proxy Statement.
(3) Safeway's Current Report on Form 8-K dated March 11, 1994.
(4) Description of Safeway's Common Stock contained in Safeway's
Registration Statement on Form 8-A filed with the Commission
on February 20, 1990, including the amendment on Form 8 dated
March 26, 1990.
All documents filed by Safeway pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
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 incorporated by reference herein and to be a
part hereof from the date of filing such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
2
<PAGE> 3
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request. Copies of this
Prospectus, as amended or supplemented from time to time, any other documents
(or parts of documents) that constitute part of the Prospectus under Section
10(a) of the Securities Act and Safeway's Annual Report to Stockholders will
also be provided without charge to each such person, upon written or oral
request. Requests should be directed to Safeway Inc., Attention: Investor
Relations Department, Safeway Inc., Fourth and Jackson Streets, Oakland,
California 94660, telephone number (510) 891-3790.
3
<PAGE> 4
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
more detailed information appearing elsewhere in this Prospectus or
incorporated herein by reference.
SAFEWAY
Safeway Inc. ("Safeway" or the "Company") is one of the world's
largest food retailers, operating approximately 1,080 stores in the United
States and Canada. U.S. retail operations are located in northern California,
Oregon, Washington, and the Rocky Mountains, Southwest and Mid-Atlantic
regions. Canadian retail operations are located principally in British
Columbia, Alberta, Saskatchewan and Manitoba. Safeway believes that it is among
the market share leaders in areas served by each of its nine retail divisions.
Management of the retail operations is decentralized to encourage local
autonomy in responding to consumer demands within the Company's diverse
markets. In support of these operations, Safeway has an extensive network of
distribution, manufacturing and food processing facilities.
In addition to stores operated under the Safeway name, Safeway has
ownership interests in two other retail grocery companies. Safeway holds a 35%
interest in The Vons Companies, Inc., which operates more than 350 grocery
stores located mostly in southern California, and a 49% interest in a
privately held company, Casa Ley, S.A. de C.V., which operates 54 stores in
western Mexico.
A key component of Safeway's long-term strategy is its capital
expenditure program. Safeway scaled back its capital expenditure program during
1993 to approximately $290 million in order to enhance the quality of projects
and to focus on near-term operating challenges. The Company expects to invest
approximately $400 million for capital expenditures in 1994. The Company
expects to increase its level of capital expenditures gradually over time.
Safeway anticipates that the capital expenditure program will be funded through
cash provided by operations, permitted borrowings, lease obligations and the
proceeds from this offering.
See "Certain Investment Considerations" regarding certain factors to
be considered by investors.
THE OFFERING
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<S> <C>
Common Stock offered by Safeway . . . . 2,025,145(1)
Common Stock outstanding . . . . . . . . 102,164,599(2)
Total . . . . . . . . . . . . . . . 104,189,744(2)
Use of Proceeds . . . . . . . . . . . . Capital expenditures
New York Stock Exchange Symbol . . . . . SWY
</TABLE>
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(1) Of the 4,643,000 shares of Common Stock initially issuable upon
exercise of Warrants, through March 15, 1994, 2,615,070
shares of Common Stock had been issued upon exercise of Warrants for
an aggregate amount received upon exercise of $9.9 million.
(2) Includes shares of Common Stock outstanding as of March 15, 1994.
Does not include up to 13,543,620 shares of Common Stock issuable upon
exercise of stock options outstanding on January 1, 1994, and
13,928,000 shares of Common Stock issuable upon exercise of warrants
(the "SSI Warrants") held by SSI Equity Associates, L.P.
(the "SSI Partnership").
4
<PAGE> 5
CERTAIN INVESTMENT CONSIDERATIONS
Prospective investors should consider carefully, in addition to the
other information contained or incorporated in this Prospectus, the following
factors before purchasing the shares of Common Stock offered hereby.
LEVERAGE AND RESTRICTIONS IMPOSED BY LENDERS
As a result of the Acquisition, Safeway is highly leveraged. At January
1, 1994, Safeway and its subsidiaries had total debt of approximately $2.7
billion (reduced from approximately $5.8 billion at the time of the
Acquisition) and stockholders' equity of $382.9 million. If future cash
provided by operations is less than that realized since the Acquisition,
Safeway may reduce planned capital expenditures. If future cash provided by
operations is further reduced, Safeway may experience difficulty meeting the
interest and principal payments due on outstanding indebtedness, rent and other
obligations.
The discretion of the management of Safeway with respect to certain
business matters is limited by covenants (the "Debt Covenants") contained in
the Company's Bank Credit and Working Capital Credit Agreements (the "Bank
Agreements") and the indentures related to Safeway's 9.30% Senior Secured
Debentures due 2007 (the "9.30% Debentures"), certain of its medium-term notes
and its 10% Senior Subordinated Notes due 2001 (the "10% Notes"), 9.875% Senior
Subordinated Debentures due 2007 (the "9.875% Debentures"), 9.65% Senior
Subordinated Debentures due 2004 (the "9.65% Debentures") and 9.35% Senior
Subordinated Notes due 1999 (the "9.35% Notes," and together with the 10%
Notes, the 9.875% Debentures and the 9.65% Debentures, the "Subordinated
Securities"). The Debt Covenants prohibit Safeway from paying cash dividends
on its capital stock and limit Safeway with respect to, among other things: (i)
incurring additional indebtedness; (ii) creating liens upon its assets; (iii)
repurchasing shares of its capital stock or certain indebtedness; (iv)
acquiring any outstanding warrants, options or other rights to acquire shares
of any class of stock of Safeway; (v) making certain loans, investments or
guarantees; and (vi) disposing of material amounts of assets other than in the
ordinary course of business. Indebtedness under the Bank Agreements is secured
by pledges of certain assets of Safeway and assets and stock of certain
subsidiaries. Indebtedness under the 9.30% Debentures, and certain other
indebtedness incurred in connection with Safeway's capital expenditure program,
is secured by certain real estate and personal property of Safeway.
Indebtedness under the Bank Agreements is also guaranteed by certain
subsidiaries. There can be no assurance that Safeway's leverage and such
restrictions will not adversely affect Safeway's ability to finance its future
operations or capital needs or engage in other business activities which may be
in the interests of Safeway and its stockholders.
CONTROLLING STOCKHOLDERS
Approximately 64% of the outstanding Common Stock is held by two
partnerships (the "Common Stock Partnerships"), the general partner of each of
which is KKR Associates, a New York limited partnership ("KKR Associates").
KKR Associates has sole voting and investment power with respect to such
shares. Consequently, KKR Associates and its general partners control Safeway
and have the power to elect a majority of its directors and to approve any
action requiring stockholder approval, including, assuming compliance with
applicable Delaware laws, approval of certain corporate transactions (including
any so-called "going private" transactions). The Common Stock Partnerships
have no present intention to effect a "going private" transaction.
UNREALIZED GAIN BY EXISTING STOCKHOLDERS
In 1986, Safeway was acquired from its public stockholders in a
leveraged buyout transaction led by KKR. As of March 15, 1994, the Common
Stock Partnerships beneficially owned 65,000,000 shares of Common Stock, which
were purchased at $2.00 per share and the SSI Partnership held the SSI Warrants
to purchase an aggregate of 13,928,000 shares exercisable at $2.00 per share.
In addition, from December 1986 through December 1989, certain other investors,
consisting primarily of members of management, purchased and/or acquired
options to purchase, an aggregate of 9,636,000 shares of Common Stock. Such
investors paid, and stock options held by such investors are exercisable
primarily at, $2.00 per share. Based on these share amounts and the $24-1/2 per
share closing sale price of the Common Stock on May 4, 1994, as reported on the
New York Stock Exchange, the unrealized aggregate market value gain on the
shares held by the Common Stock Partnerships was $1.5 billion, the unrealized
aggregate market value gain on the shares issuable upon exercise of the SSI
Warrants was $313.4 million, and the unrealized aggregate market value gain on
the shares and stock options held by such other investors (assuming that none
of such shares had been sold) was $216.8 million. The Common Stock
Partnerships and the SSI Partnership have no present intention to sell,
contract to sell or otherwise dispose of the shares of Common Stock held by
them. Each management investor has entered into a subscription agreement with
Safeway, pursuant to which all shares of Common Stock held by such investor are
subject to certain restrictions on transfer and certain repurchase rights and
obligations under certain circumstances, primarily relating to such investor's
termination of employment.
5
<PAGE> 6
DILUTION
The exercise price will significantly exceed the Company's net tangible
book value per share. Based on the exercise price of $3.7691 per share, a
holder of Warrants who exercised Warrants as of January 1, 1994 would have
experienced an immediate dilution in net tangible book value of $3.35 per share
and a dilution of $3.95 per share assuming the exercise of all outstanding
warrants and options (including all Warrants).
SHARES ELIGIBLE FOR FUTURE SALE
As of March 15, 1994, a total of 2,025,145 shares of Common Stock were
issuable upon exercise of the Warrants, and an additional 13,928,000 shares of
Common Stock were issuable upon exercise of the SSI Warrants. Safeway has a
stock option plan covering up to 18,000,000 shares of Common Stock. At January
1, 1994, options to purchase 13,012,370 shares of Common Stock were outstanding
under the stock option plan (including shares subject to options held by the
management investors). Safeway also has an Outside Director Equity Purchase
Plan and a Stock Option Plan for Consultants under which options to purchase
531,250 shares of Common Stock were outstanding at January 1, 1994. If
exercised, these warrants and options would result in the issuance of a
substantial number of shares of Common Stock, thereby diluting the
proportionate voting power and equity interests of the holders of the Common
Stock being offered hereby. The beneficial holders of 78,928,000 shares of
Common Stock are entitled to certain rights to registration under the
Securities Act, and certain members of management and other investors who hold
shares and options subject to the terms of subscription agreements have the
right to participate as selling stockholders in one underwritten public
offering of the Common Stock subsequent to the termination of the subscription
agreements covering such shares and options.
No prediction can be made as to the effect, if any, that future sales
of shares, or the availability of shares for future sales, will have on the
market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of warrants or options), or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock.
6
<PAGE> 7
SAFEWAY INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(dollars in millions, except per share amounts)
The financial data below are derived from the audited Consolidated
Financial Statements of Safeway. The selected financial data should be read in
conjunction with Safeway's Consolidated Financial Statements and accompanying
Notes, which are included in Safeway's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994, which report is incorporated by
reference in this Prospectus.
<TABLE>
<CAPTION>
52 Weeks 53 Weeks 52 Weeks 52 Weeks 52 Weeks
1993 1992 1991 1990 1989
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT:
Sales . . . . . . . . . . . . . . . . . . . $ 15,214.5 $ 15,151.9 $ 15,119.2 $ 14,873.6 $ 14,324.6
Cost of goods sold . . . . . . . . . . . . (11,083.4) (10,987.4) (11,013.6) (10,897.0) (10,635.1)
----------- ---------- ---------- ---------- ----------
Gross profit. . . . . . . . . . . . . . . . 4,131.1 4,164.5 4,105.6 3,976.6 3,689.5
Operating and administrative expenses . . (3,689.6) (3,722.9) (3,557.3) (3,441.3) (3,227.1)
AppleTree charge . . . . . . . . . . . . . -- -- (115.0) -- --
----------- ---------- ---------- ---------- ----------
Operating profit . . . . . . . . . . . . . 441.5 441.6 433.3 535.3 462.4
Interest expense . . . . . . . . . . . . . (265.5) (290.4) (355.4) (384.1) (382.8)
Equity in earnings (loss) of unconsolidated
affiliates . . . . . . . . . . . . . . . 33.5 39.1 45.8 25.5 (4.0)
Gain on common stock offering by
unconsolidated affiliate . . . . . . . . -- -- 27.4 -- --
Other income, net. . . . . . . . . . . . . 6.8 7.1 15.1 18.0 18.4
----------- ---------- ---------- ---------- ----------
Income before income taxes, extraordinary
loss and cumulative effect of accounting
changes. . . . . . . . . . . . . . . . . 216.3 197.4 166.2 194.7 94.0
Income taxes. . . . . . . . . . . . . . . . (93.0) (99.0) (87.2) (107.6) (91.5)
----------- ---------- ---------- ---------- ----------
Income before extraordinary loss and
cumulative effect of accounting changes 123.3 98.4 79.0 87.1 2.5
Extraordinary loss, net of income tax
benefit of $17.1 and $14.9. . . . . . . -- (27.8) (24.1) -- --
Cumulative effect of accounting changes,
net of tax benefit of $12.0 . . . . . . . -- (27.1) -- -- --
----------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . $ 123.3 $ 43.5 $ 54.9 $ 7.1 $ 2.5
----------- ---------- ---------- ---------- ----------
Earnings per common share and common
share equivalent (fully diluted):
Income before extraordinary loss and
cumulative effect of accounting changes $1.00 $0.83 $0.69 $0.91 $0.03
Extraordinary loss . . . . . . . . . . . . -- (0.23) (0.21) -- --
Cumulative effect of accounting changes . . -- (0.23) -- -- --
----------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . $1.00 $0.37 $0.48 $0.91 $0.03
=========== ========== ========== ========== ==========
FINANCIAL STATISTICS:
Gross profit margin. . . . . . . . 27.2% 27.5% 27.2% 26.7% 25.8%
Operating profit margin. . . . . . 2.9% 2.9% 2.9% 3.6% 3.2%
Operating and administrative expenses as a
percent of sales . . . . . . . . . . . 24.3% 24.6% 23.5% 23.1% 22.5%
Capital expenditures. . . . . . . . . . $290.2 $553.4 $635.0 $489.6 $375.5
Depreciation and amortization . . . . . . 330.2 320.3 295.9 276.2 257.8
Total assets. . . . . . . . . . . . . . . 5,074.7 5,225.8 5,170.7 4,739.1 4,538.0
Total debt. . . . . . . . . . . . . . . . 2,689.2 3,048.6 3,066.0 3,083.6 3,118.6
Stockholders' equity (deficit). . . . . . 382.9 243.1 214.4 (183.4) (388.9)
Common shares outstanding at year-end
(in millions) . . . . . . . . . . . . . . 101.5 98.8 97.7 79.3 67.7
Stockholders' equity (deficit) per common
share outstanding at year-end . . . . . . 3.77 2.46 2.19 (2.31) (5.75)
Weighted average common shares and common
share equivalents (fully diluted) (in
millions) . . . . . . . . . . . . . 123.4 119.0 115.2 96.0 89.4
OTHER STATISTICS:
Employees at year-end. . . . . . . . . . 105,900 104,900 110,100 114,500 110,100
Stores opened during the year. . . . . . 14 35 33 30 33
Stores closed or sold during the year. . 39 49 37 26 60
Total stores at year-end. . . . . . . . . 1,078 1,103 1,117 1,121 1,117
Total retail square footage at year-end
(in millions) . . . . . . . . . . . . . . 39.4 39.7 38.9 38.2 37.5
</TABLE>
7
<PAGE> 8
USE OF PROCEEDS
The net proceeds to Safeway from the exercise of the
Warrants will be $17.5 million. As of March 15, 1994, Warrants to purchase an
aggregate of 2,615,070 shares of Common Stock had been exercised for an
aggregate exercise price of $9.9 million. Safeway intends to use the proceeds
to fund a portion of its capital expenditure program. In 1993, Safeway made
capital expenditures of approximately $290 million. The Company expects to
invest approximately $400 million for capital expenditures in 1994. Safeway
expects to increase its level of capital expenditures gradually over time.
PLAN OF DISTRIBUTION
Warrants may be exercised, in whole or in part, by
surrendering a Warrant certificate together with a duly completed purchase form
to The First National Bank of Boston, Shareholder Services Division, P.O. Box
1889, Mail Stop 45-02-05, Boston, Massachusetts 02105-1889. The purchase form
on the back of each Warrant certificate must be completed and signed in order
to exercise Warrants. The Warrant exercise price must be paid by certified or
official bank check payable to the order of Safeway. Purchase forms and
information regarding the exercise of Warrants may be obtained by contacting
The First National Bank of Boston through its Telephone Inquiry Unit, (617)
575-2700, or at the above address.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby
will be passed upon for Safeway by Latham & Watkins, Los Angeles, California.
Certain partners of Latham & Watkins, members of their families, related
persons and others, have an indirect interest, through limited partnerships, in
less than 1% of the Common Stock. Such persons do not have the power to vote
or dispose of such shares.
EXPERTS
Safeway's consolidated financial statements and the related
consolidated financial statement schedules, incorporated herein by reference
to Safeway's Annual Report on Form 10-K for the fiscal year ended January 1,
1994, have been audited by Deloitte & Touche, independent auditors, as stated
in their reports incorporated herein by reference, and have been so
incorporated by reference in reliance upon such reports given upon the
authority of that firm as experts in accounting and auditing.
8
<PAGE> 9
<TABLE>
<S> <C>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY 4,643,000 Shares
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF of Common Stock
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS Issuable upon Exercise of
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Common Stock Purchase Warrants
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OF SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF SAFEWAY SINCE THE
DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN Safeway Inc.
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THIS DATE.
[SAFEWAY LOGO]
_________________
TABLE OF
CONTENTS
Page
----
Available Information . . . . . . . . . . . 2
Incorporation of Certain Documents
By Reference . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . 4
Certain Investment Considerations . . . . . . 5
Selected Financial Date . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . 8
</TABLE>
9
