<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
File No. 333-46770
PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
ORDINARY SHARES
By this prospectus, we may offer up to 30,000,000 ordinary shares. We will
provide the specific terms for any offering of ordinary shares in a supplement
to this prospectus. You should read this prospectus and any prospectus
supplement carefully before you invest.
The ordinary shares are quoted on the Nasdaq National Market under the
symbol "FLEX." On October 5, 2000 the closing sale price of the ordinary shares
was $76 13/16 per share.
-------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" IN THE
SUPPLEMENT TO THIS PROSPECTUS.
-------------------------
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.
-------------------------
This prospectus is dated October 6, 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About this Prospectus....................................... 2
Where You Can Find More Information......................... 2
Forward Looking Statements.................................. 3
About Flextronics........................................... 4
Enforcement of Civil Liabilities............................ 4
Risk Factors................................................ 4
Use of Proceeds............................................. 5
Description of Capital Shares............................... 5
Taxation.................................................... 8
Plan of Distribution........................................ 9
Legal Matters............................................... 10
Experts..................................................... 10
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell up to 30,000,000 ordinary shares in one or more offerings. This prospectus
provides you with a general description of the ordinary shares we may offer.
Each time we sell ordinary shares, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the securities offered under this prospectus. That registration statement
can be read at the SEC web site or at the SEC offices mentioned under the
heading "Where You Can Find More Information." We may only use this prospectus
to sell securities if it is accompanied by a prospectus supplement. We are only
offering these securities in states where the offer is permitted.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
web site at "http://www.sec.gov."
We "incorporate by reference" in this prospectus information from other
documents that 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 file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below, and any future filings we make
2
<PAGE> 3
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 prior to the sale of all the shares covered by this prospectus:
- our Annual Report on Form 10-K for the fiscal year ended March 31, 2000;
- our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000;
- our Current Reports on Form 8-K filed with the SEC on April 18, 2000,
June 13, 2000, June 19, 2000, June 22, 2000, June 27, 2000, September 15,
2000, September 20, 2000 and September 20, 2000; and
- the description of our ordinary shares contained in our Registration
Statement on Form 8-A dated January 31, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Flextronics International Ltd.
2090 Fortune Drive
San Jose, California 95131
Attention: Laurette F. Slawson,
Treasurer and Director of Investor Relations
Telephone: (408) 576-7000
You may also review copies of documents that are incorporated by reference
at our web site. The address of the site is http://www.flextronics.com.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement, other than any
information superseded by a later prospectus supplement or a later document
filed with the SEC and incorporated by reference into this prospectus. We have
not authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
The material included or incorporated by reference in this prospectus and
in any accompanying prospectus supplement contains forward-looking statements
within the meaning of the securities laws. The words "expects," "anticipates,"
"believes," "intends," "plans" and similar expressions identify forward-looking
statements. In addition, any statements which refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements. Because these forward-looking statements are subject to risks and
uncertainties, actual results may differ materially from the expectations
expressed in the forward-looking statements. Factors that could cause actual
results to differ materially from the expectations reflected in the
forward-looking statements include:
- our ability to expand our facilities and operations;
- our ability to hire and retain skilled employees;
- our ability to integrate the operations of acquired businesses and to
retain customers and employees of the acquired business;
- the continued outsourcing of manufacturing by original equipment
manufacturers;
- our ability to win new customer programs and maintain our customer
relationships;
- difficulties in production of new products;
3
<PAGE> 4
- changing demand for our customers' products;
- currency fluctuations; and
- the risk of component shortages.
In addition, these forward-looking statements are subject to the other
risks and uncertainties discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Certain Factors Affecting
Operating Results" in our most recent reports filed with the Securities and
Exchange Commission on Form 10-K and Form 10-Q. We undertake no obligation to
update or revise these forward-looking statements to reflect subsequent events
or circumstances.
ABOUT FLEXTRONICS
We are a leading provider of advanced electronics manufacturing services to
original equipment manufacturers, or OEMs, primarily in the telecommunications
and networking, consumer electronics and computer industries. Our strategy is to
provide customers with the ability to outsource, on a global basis, a complete
product where we take responsibility for engineering, supply chain management,
assembly, integration, test and logistics management. We provide complete
product design services, including electrical and mechanical, circuit and
layout, radio frequency and test development engineering services. Our
manufacturing services include the fabrication and assembly of plastic and metal
enclosures, PCBs and backplanes. We believe that we have developed particular
strengths in advanced interconnect, miniaturization and packaging technologies,
and in the engineering and manufacturing of wireless communications products
employing radio frequency technology. Throughout the production process, we
offer logistics services, such as materials procurement, inventory management,
packaging and distribution. Our principal offices are located at 11 Ubi Road 1,
#07-01/02, Meiban Industrial Building, Singapore 408723. Our telephone number is
(65) 844-3366.
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated in Singapore under the Companies Act. Some of our
directors and executive officers reside in Singapore. All or a substantial
portion of the assets of these persons, and a substantial portion of our assets,
are located outside the United States. As a result, it may not be possible for
persons purchasing ordinary shares to effect service of process within the
United States upon these persons or upon us or to enforce against them in the
United States courts judgments obtained in such courts predicated upon the civil
liability provisions of the federal securities laws of the United States. Our
Singapore legal advisors, Allen & Gledhill, have advised us that there is doubt
as to whether Singapore courts will enforce, either in original actions or in
actions for the enforcement of judgments of United States courts, civil
liabilities predicated upon the federal securities laws of the United States.
RISK FACTORS
An investment in the ordinary shares involves a high degree of risk. Before
investing in ordinary shares, you should carefully consider the information
contained under the heading "Risk Factors" in the applicable supplement to this
prospectus, as well as the sections of our most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Certain Factors
Affecting Operating Results."
4
<PAGE> 5
USE OF PROCEEDS
Unless otherwise indicated in the applicable supplement to this prospectus,
the net proceeds from the sale of ordinary shares offered under this prospectus
will be added to our general funds and may be used to:
- meet our working capital requirements;
- fund capital expenditures;
- repay debt; and
- finance acquisitions of other facilities and companies.
Until the net proceeds have been used, they will be invested in short-term
marketable securities.
DESCRIPTION OF CAPITAL SHARES
The following statements are brief summaries of our capital structure and
of important rights and privileges of shareholders conferred by the laws of
Singapore and our articles of association. These statements summarize the
material provisions of the laws of Singapore and our articles but are qualified
by reference to our articles, a copy of which has been filed as an exhibit to
the registration statement of which this prospectus forms a part, and which is
available at our San Jose, California office. A copy of our articles is also
available for inspection at our registered office in Singapore.
ORDINARY SHARES
Our authorized capital consists of 1,500,000,000 ordinary shares, par value
S$0.01. There is a provision in our articles to enable us in specified
circumstances to issue shares with preferential, deferred or other special
rights or restrictions as our directors may determine. The directors may issue
shares at a premium and a sum equal to the aggregate amount or value of the
premiums will be transferred, subject to exceptions, to a share premium account.
All shares presently issued are fully paid and existing shareholders are not
subject to any calls on shares. All shares are in registered form. We cannot,
except in the circumstances permitted by the Singapore Companies Act, grant any
financial assistance for the acquisition or proposed acquisition of our own
shares.
NEW SHARES
New shares may be issued only with the prior approval of our shareholders
in a general meeting. General approval may be sought from our shareholders in a
general meeting for the issue of shares. Approval, if granted, will lapse at the
earlier to occur of:
- the conclusion of the next annual general meeting; or
- the expiration of the period within which the next annual general meeting
is required by law to be held.
The shareholders have provided such general authority to issue new shares
until our 2001 annual general meeting. Subject to this and the provisions of the
Singapore Companies Act and our articles, all new shares are under the control
of the directors who may allot and issue new shares to such persons on such
terms and conditions and with the rights and restrictions as they may think fit
to impose.
SHAREHOLDERS
Only persons who are registered in our books are recognized as shareholders
and absolute owners of the shares. On October 1, 2000, there were 2,201 holders
of our ordinary shares. We may, on
5
<PAGE> 6
giving not less than fourteen days' notice, close the register of members for
any time or times, but the register may not be closed for more than thirty days
in any calendar year. Closure is normally made for the purpose of determining
shareholders' entitlement to receive dividends and other distributions and
would, in the usual case, not exceed ten days.
TRANSFER OF SHARES
Subject to applicable securities laws, our ordinary shares are freely
transferable. The directors may decline to register any transfer of shares on
which we have a lien and, for shares not fully paid up, may refuse to register a
transfer to a transferee of whom they do not approve. Shares may be transferred
by a duly signed instrument of transfer in a form approved by the directors. The
directors may decline to register any transfer unless, among other things, it
has been duly stamped and is presented for registration together with the share
certificate and other evidence of title as they may require. We will replace
lost or destroyed certificates for shares upon notice to us and upon, among
other things, the applicant furnishing evidence and indemnity as the directors
may require.
SHAREHOLDERS' MEETINGS
We are required to hold an annual general meeting in each year. The
directors may convene an extraordinary general meeting whenever they think fit
and they must do so upon the written request of shareholders representing not
less than one-tenth of the total voting rights of all shareholders. In addition,
two or more shareholders holding not less than one-tenth of our issued share
capital may call a meeting of our shareholders.
Unless otherwise required by law or by our articles, voting at general
meetings is by ordinary resolution, requiring the affirmative vote of a simple
majority of the votes cast at a meeting of which at least fourteen days' written
notice is given. An ordinary resolution suffices, for example, for appointments
of directors. A special resolution, requiring an affirmative vote of a majority
of not less than 75% of the votes cast at a general meeting of which not less
than 21 days' written notice specifying the intention to propose the resolution
as a special resolution has been duly given, is necessary for certain matters
under Singapore law, such as an alteration of our articles.
VOTING RIGHTS
Voting at any meeting of shareholders is by a show of hands unless a poll
is duly demanded before or on the declaration of the result of the show of
hands. If voting is by a show of hands, every shareholder who is present in
person or by proxy at the meeting has one vote. On a poll every shareholder who
is present in person or by proxy has one vote for every share held by him. A
poll may be demanded by any of:
- the chairman of the meeting;
- not less than three shareholders present in person or by proxy and
entitled to vote; or
- shareholders present in person or by proxy and representing not less than
one-tenth of the total voting rights of all shareholders entitled to
attend and vote at the meeting.
DIVIDENDS
In an annual general meeting, our shareholders may declare dividends, but
no dividend will be payable in excess of the amount recommended by the
directors. The directors may also declare an interim dividend. No dividend may
be paid except out of our profits. Except as otherwise may be provided in
special rights as to dividends specified in the terms of issue of any shares (no
such shares currently being in issue), all dividends are paid pro rata among the
shareholders. To date, we have
6
<PAGE> 7
not declared any cash dividends on our shares and have no current plans to pay
cash dividends in the foreseeable future.
BONUS AND RIGHTS ISSUES
In a general meeting, our shareholders may, upon the recommendation of the
directors, capitalize any reserves or profits and distribute them as bonus
shares to the shareholders in proportion to their shareholdings. A bonus issue
is the Singapore equivalent of a stock dividend. The directors may also issue to
shareholders rights to take up additional shares, in proportion to their
shareholdings. These rights are subject to any conditions attached to the issue
and the regulations of any stock exchange on which the shares are listed.
TAKEOVERS
The acquisition of our shares is regulated by the Singapore Companies Act
and the Singapore Code on Takeovers and Mergers. Any person acquiring an
interest in 25% or more of our voting rights, either on his own or acting in
concert with other parties is obliged to extend a takeover offer for the
remaining voting shares, in accordance with the provisions of the code.
An offer for consideration other than cash must be accompanied by a cash
alternative at not less than the highest price, excluding stamp duty and
commission, paid by the offeror or parties acting in concert with him for shares
of that class within the preceding twelve months. A mandatory takeover offer is
also required to be made if a person holding between 25% and 50% of our voting
rights, either on his own or together with parties acting in concert with him,
acquires additional voting rights carrying more than 3% of the voting shares in
any twelve-month period.
LIQUIDATION OR OTHER RETURN OF CAPITAL
On a winding-up or other return of capital, subject to any special rights
attaching to any other class of shares, holders of ordinary shares will be
entitled to participate in any surplus assets in proportion to their
shareholdings.
INDEMNITY
As permitted by the laws of Singapore, our articles provide that, subject
to the Companies Act, our directors and officers will be indemnified by us
against any liability incurred by them in defending any proceedings, whether
civil or criminal, which relate to anything done or omitted to have been done as
an officer, director or employee of us and in which judgment is given in their
favor or in which they are acquitted, or in connection with any application
under any statute for relief from liability in respect thereof in which relief
is granted by the court. Directors and officers may not be indemnified by us
against any liability which by law would otherwise attach to them relating to
any negligence, default, breach of duty or breach of trust of which they may be
guilty in relation to us.
LIMITATIONS ON RIGHTS TO HOLD OR VOTE ORDINARY SHARES
Except as discussed in "-- Takeovers," there are no limitations imposed by
the laws of Singapore or by our articles on the right of non-resident
shareholders to hold or vote ordinary shares.
TRANSFER AGENT
Our transfer agent is EquiServe L.P., 150 Royall Street, M/S 45-01-07,
Canton, Massachusetts 02021.
7
<PAGE> 8
TAXATION
This summary of Singapore and U.S. tax considerations is based on current
law and is provided for general information. The discussion does not purport to
deal with all aspects of taxation that may be relevant to particular
shareholders in light of their investment or tax circumstances, or to certain
types of shareholders, including insurance companies, tax-exempt organizations,
regulated investment companies, financial institutions or broker-dealers, and
shareholders that are not U.S. shareholders, as defined below, subject to
special treatment under the U.S. federal income tax laws. U.S. shareholders
should consult their own tax advisors regarding the particular tax consequences
to such shareholders of any investment in the ordinary shares.
INCOME TAXATION UNDER SINGAPORE LAW
Under current provisions of the Income Tax Act, Chapter 134 of Singapore,
corporate profits are taxed at a rate equal to 26%. Under Singapore's taxation
system, the tax paid by a company is deemed paid by its shareholders. Thus, the
shareholders receive dividends net of the tax paid by us. Dividends received by
either a resident or a nonresident of Singapore are not subject to withholding
tax. Shareholders are taxed on the cash amount of the dividend plus the amount
of corporate tax paid by us. The tax paid by us will be available to
shareholders as a tax credit to offset the Singapore income tax liability on
their overall income, including the gross amount of dividends. No tax treaty
currently exists between the Republic of Singapore and the U.S.
Under current Singapore tax law there is no tax on capital gains and, thus,
any profits from the disposal of shares are not taxable in Singapore unless the
vendor is regarded as carrying on a trade in shares in Singapore, in which case
the disposal profits would be taxable as trade profits rather than capital
gains.
There is no stamp duty payable in respect of the holding and disposition of
shares, or the acquisition of newly issued shares. When outstanding shares are
acquired in Singapore, stamp duty is payable on the instrument of transfer of
the shares at the rate of S$2 for every S$1,000 of the market value of the
shares. The stamp duty is borne by the purchaser unless there is an agreement to
the contrary. Where the instrument of transfer is executed outside of Singapore,
stamp duty must be paid if the instrument of transfer is received in Singapore.
Under our articles, our directors are authorized to refuse to register a
transfer unless the instrument of transfer has been duly stamped.
INCOME TAXATION UNDER UNITED STATES LAW
Individual shareholders that are U.S. citizens or resident aliens, as
defined in the Internal Revenue Code, corporations or partnerships or other
entities created or organized under the laws of the United States, or any
political subdivision thereof, and certain trusts and estates ("U.S.
shareholders") will, upon the sale or exchange of a share, recognize gain or
loss for U.S. income tax purposes in an amount equal to the difference between
the amount realized and the U.S. shareholder's tax basis in such a share. If
paid in currency other than U.S. dollars, the U.S. dollar amount realized, as
determined on the trade date, is determined by translating the foreign currency
into U.S. dollars at the spot rate in effect on the settlement date of the sale
in the case of a U.S. shareholder that is a cash basis taxpayer. An accrual
basis taxpayer may elect to use the spot rate in effect on the settlement date
of the sale by filing a statement with the U.S. shareholder's first return in
which the election is effective clearly indicating that the election has been
made. Such an election must be applied consistently from year to year and cannot
be changed without the consent of the Internal Revenue Service. Such gain or
loss will be capital gain or loss if the share was a capital asset in the hands
of the U.S. shareholder and will not be short-term capital gain or loss if the
share has been held for more than one year. If a U.S. shareholder receives any
currency other than U.S. dollars on the sale of a share, such U.S. shareholder
may recognize ordinary income or loss as a result of
8
<PAGE> 9
currency fluctuations between the date of such sale and the date such sale
proceeds are converted into U.S. dollars.
U.S. shareholders will be required to report as income for U.S. income tax
purposes the amount of any dividend received from us to the extent paid out of
our current or accumulated earnings and profits, as determined under current
U.S. income tax principles. If over 50% of our stock, by vote or value, were
owned by U.S. shareholders who individually held 10% or more of our voting
stock, the U.S. shareholders potentially would be required to include in income
a portion or all of their pro rata share of our earnings and profits and the
earnings and profits of our non-U.S. subsidiaries. If 50% or more of our assets
during a taxable year produced or were held for the production of passive
income, as defined in Section 1297(b) of the Internal Revenue Code (for example,
certain forms of dividends, interest and royalties), or 75% or more of our gross
income for a taxable year was passive income, adverse U.S. tax consequences
could result to our U.S. shareholders.
Shareholders that are not U.S. shareholders ("non-U.S. shareholders") will
not be required to report for U.S. federal income tax purposes the amount of any
dividend received from us. Non-U.S. shareholders, upon the sale or exchange of a
share, would generally not be required to recognize gain or loss for U.S.
federal income tax purposes.
ESTATE TAXATION
In the case of an individual who is not domiciled in Singapore, a Singapore
estate tax is imposed on the value of all movable and immovable properties
situated in Singapore. Our ordinary shares are considered to be situated in
Singapore. Thus, an individual shareholder who is not domiciled in Singapore at
the time of his or her death will be subject to Singapore estate tax on the
value of any such shares held by the individual upon the individual's death.
Such a shareholder will be required to pay Singapore estate tax to the extent
that the value of the shares, or in aggregate with any other assets subject to
Singapore estate tax, exceeds S$600,000. Any excess will be taxed at a rate
equal to 5% on the first S$12,000,000 of the individual's Singapore chargeable
assets and thereafter at a rate equal to 10%. An individual shareholder who is a
U.S. citizen or resident for U.S. estate tax purposes also will have the value
of the shares included in the individual's gross estate for U.S. estate tax
purposes. An individual shareholder generally will be entitled to a tax credit
against the shareholder's U.S. estate tax to the extent the individual
shareholder actually pays Singapore estate tax on the value of the shares;
however, the tax credit is generally limited to the percentage of the U.S.
estate tax attributable to the inclusion of the value of the shares included in
the shareholder's gross estate for U.S. estate tax purposes, adjusted further by
a pro rata apportionment of available exemptions. Individuals who are domiciled
in Singapore should consult their own tax advisors regarding the Singapore
estate tax consequences of their investment.
PLAN OF DISTRIBUTION
We may sell the ordinary shares (1) through underwriters or dealers, (2)
through agents or dealers, or (3) directly to investors. The applicable
prospectus supplement will describe the method of distribution and terms of the
offering of the shares, including:
- the name or names of any underwriters of the offering;
- the purchase price of the shares and the proceeds we will receive from
the sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- the initial public offering price; and
- any discounts or concessions allowed or reallowed or paid to dealers.
9
<PAGE> 10
If we sell shares through underwriters, we will name the underwriters in
the applicable prospectus supplement. If underwriters are used in the sale, they
will acquire the shares for their own account and may resell them from time to
time in one or more transactions at a fixed public offering price or at varying
prices determined at the time of sale. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may change from
time to time. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Subject to some conditions, the underwriters will be obligated to
purchase all the shares offered by the prospectus supplement if they purchase
any such securities. We may grant underwriters who participate in the
distributions of shares an option to purchase additional shares to cover
over-allotments, if any, in connection with the distribution.
We may also sell shares directly or through agents we designate from time
to time. We will name any agent involved in the offering and sale of shares and
we will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, any agent will
act on a best-efforts basis for the period of its appointment. If we use a
dealer in the offer or sale of shares, we will sell the shares to the dealer, as
principal. The dealer may then resell the shares to the public at varying prices
to be determined by the dealer at the time of resale. The name of the dealer and
the principal terms of our agreement with the dealer will be provided in the
appropriate prospectus supplement. Any agent or dealer participating in the
distribution of our shares may be deemed to be an underwriter, as that term is
defined in the Securities Act, of those shares.
We may authorize agents, dealers or underwriters to solicit offers by
certain types of institutional investors to purchase securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. We will describe the conditions to these contracts and the commissions
we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents, dealers and underwriters with indemnification
against certain civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents, dealers or
underwriters may make with respect to such liabilities. Agents, dealers and
underwriters may engage in transactions with, or perform services for, us in the
ordinary course of business. The place and time of delivery for securities will
be provided in the accompanying prospectus supplement for these securities.
LEGAL MATTERS
Allen & Gledhill, Singapore will provide us with an opinion as to the
legality of the ordinary shares. Counsel for any underwriters named in the
applicable prospectus supplement will provide an opinion as to certain legal
matters relating to the ordinary shares.
EXPERTS
Our consolidated audited financial statements and our supplemental
consolidated audited financial statements and schedules appearing in our Current
Reports (Form 8-K) filed with the SEC on September 20, 2000 have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
reports. In those reports, that firm states that with respect to certain
subsidiaries its opinion is based on the reports of other independent public
accountants. The audited financial statements and supporting schedules referred
to above have been included in this prospectus in reliance upon the authority of
those firms as experts in giving said reports.
10
