As filed with the Securities and Exchange Commission on January 11, 2000
Registration No. 333-89863
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GRANT GEOPHYSICAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1382 76-0548468
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
16850 Park Row
Houston, Texas 77084
(281) 398-9503
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael P. Keirnan
Chief Financial Officer
Grant Geophysical, Inc.
16850 Park Row
Houston, Texas 77084
(281) 398-9503
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
William B. Masters
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170
Phone: (504) 582-8000
Fax: (504) 582-8012
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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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, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, 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, 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. [ ]
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, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the securities
being registered hereby. All amounts are estimated except for the
Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee ............. $ 19,737
Printing costs .................................................. $ 5,000*
Accounting fees and expenses .................................... $ 75,000*
Legal fees and expenses ......................................... $ 100,000*
Miscellaneous expenses .......................................... $ 15,263*
- ------
Total ........................................................... $ 215,000
= =======
</TABLE>
* Estimate.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damage for a breach of the director's fiduciary duty as a director, except
in the case where the director breached the duty of loyalty, failed to act
in good faith, engaged in intentional misconduct, knowingly violated a law,
authorized the payment of a dividend, approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal
benefit. The Registrant's Amended and Restated Certificate of
Incorporation (the "Charter") contains a provision that eliminates the
personal liability of the directors of the Registrant as set forth above.
Section 145 of the DGCL empowers a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative other than an action by or in the
right of such corporation by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. A corporation may indemnify
such person against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses, including attorneys' fees, which
he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights
to which an officer or director may be entitled under any corporation's by-
law, agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, the Registrant has adopted a
by-law that provides that, to the fullest extent permitted by DGCL, the
Registrant shall indemnify any person serving as a director or officer of
the Registrant and every such director or officer serving at the request of
the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for
expenses incurred in the defense of, or in connection with, any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative. Under Section 145 of the DGCL and the
Registrant's by-laws, such indemnification shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled
under any law, the Charter, any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 145(g) also empowers a Delaware corporation to purchase and
maintain insurance on behalf of its directors, officers, employees or
agents against liabilities asserted or incurred by the individuals in those
capacities, whether or not the corporation would have the power under
Section 145 to indemnify them against such liability. The Registrant has
purchased and maintains insurance to protect persons entitled to
indemnification pursuant to its by-laws and the DGCL against expenses,
Cjudgments, fines and amounts paid in settlement, to the fullest extent
permitted by the DGCL. The Registrant has also entered into an agreement
with each of its directors requiring the Registrant to indemnify the
director to the fullest extent allowed by Delaware law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The sales of the following securities were deemed to be exempt from
registration under the Securities Act of 1933, as amended, in reliance on
Section 4(2) of the Securities Act, or Rule 506 or Rule 701 promulgated
thereunder. In each such transaction, the recipients of securities
represented their intentions to acquire the securities for investment only
and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were affixed to the securities issued in
such transactions.
On October 11, 1999, the Company issued 100,000 shares of the Company's
Common Stock to The Andrews Group International, Inc., ("Andrews") under an
Asset Purchase Agreement dated as of the date thereof, between Andrews and
the Company.*
On October 1, 1999, the Company issued 677 shares of its 8% Exchangeable
Preferred Stock to Elliott Associates, L.P. ("Elliott") as payment in-kind
for dividends payable on that date on the 8% Exchangeable Preferred Stock
held by Elliott.*
Between August 16, 1999 and January 5, 2000, the Company issued 149,000
shares of 8% Exchangeable Preferred Stock to Elliott in exchange for an
aggregate of $14,900,000.*
On February 24, 1999, Stephen H. Wood, Chief Operating Officer of the
Company, was granted an option to purchase 200,000 shares of the Company's
Common Stock at a purchase price of $4.25 per share. The exercisability of
the options granted to Mr. Wood are subject to vesting requirements.**
On February 3, 1999, Richard H. Ward, President and Chief Executive
Officer of the Company, was granted an option to purchase 600,000 shares of
the Company's Common Stock at a purchase price of $4.25 per share. The
exercisability of the options granted to Mr. Ward are subject to vesting
requirements.**
Between February 18, 1998 and June 30, 1998, under the Grant
Geophysical, Inc. 1997 Equity and Performance Incentive Plan, as amended,
employees of the Company were granted options to purchase an aggregate of
1,287,100 shares of the Company's Common Stock at an average purchase price
of $5.05 per share and the range was between $4.75 and $6.84. The
exercisability of the options granted to employees of the Company are
subject to vesting requirements.**
On February 18, 1998, the Company issued $100 million aggregate
principal amount of its 9 3/4 % Senior Notes due 2008, Series A to
Jefferies & Company, Inc.***
On December 30, 1997, the Company issued 4,094,494 shares of Common
Stock to Elliott and 5,405,504 shares of Common Stock to Westgate
International, L.P. ("Westgate") in exchange for an aggregate of
$33,953,054 in cash and/or satisfaction of indebtedness of the Company.*
On December 19, 1997, in connection with the acquisition of Solid State
Geophysical Inc. ("Solid State"), Elliott and Westgate transferred their
shares of Solid State to the Company in exchange for 4,652,555 shares of
Common Stock.*
On December 18, 1997, the Company exchanged 9,571.162 shares of
Preferred Stock held by Elliott, together with accrued dividends thereon,
for a 10.5% Subordinated Note due March 31, 1999 in the principal amount of
$9,786,114.35.*
On September 30, 1997, the Company issued 9,785.581 shares of Preferred
Stock to each of Elliott and Westgate in exchange for an aggregate of
$19,571,162 in cash and/or satisfaction of indebtedness of the Company.*
The following transaction was conducted in reliance upon the exemption
from registration for securities issued under a plan of reorganization
provided in section 1145 of the Bankruptcy Code.
In connection with the consummation of GGI Liquidation Corporation's
Second Amended Plan of Reorganization, on September 30, 1997, the Company
issued one share of Common Stock to Elliott in exchange for $1.00. On
December 19, 1997, the Company effected a two-to-one stock split in the
form of a stock dividend of shares to Elliott.
* Offering made under the exemption offered by Section 4(2)
** Offering made under the exemption offered by Rule 701
*** Offering made under the exemption offered by Rule 506 and resale of the
senior notes under the exemption offered by Rule 144A
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following Exhibits are filed herewith and made a part
hereof:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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3.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
Registrant's Current Report on Form 8-K filed with the
Commission on August 19, 1999).
3.2 Articles of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant.*
3.3 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 of the Registrant's Current
Report on Form 8-K filed with the Commission on August 19,
1999).
4.1 Certificate of Designations of 8% Exchangeable Preferred
Stock of the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K
filed with the Commission on August 19, 1999).
4.2 Certificate of Designations of 8% Convertible Preferred
Stock of the Registrant.*
4.3 Specimen Certificate for the Common Stock, par value $.001
per share, of the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on
Form S-1, File No. 333-43219, originally filed with the
Commission on December 24, 1997).
4.4 Specimen Certificate for the 8% Exchangeable Preferred
Stock, par value $.001 per share, of the Registrant.*
4.5 Specimen Certificate for the 8% Convertible Preferred Stock,
par value $.001 per share, of the Registrant.*
4.6 Indenture dated as of February 18, 1998, by and among the
Registrant, LaSalle National Bank, as trustee, and the
subsidiary guarantors, as defined therein (incorporated by
reference to Exhibit 4.6 of the Registrant's Registration
Statement on Form S-1, File No. 333-43219, originally filed
with the Commission on December 24, 1997).
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. regarding legality of securities being
registered.**
8.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. regarding tax matters.**
10.1 Registration Rights Agreement between the Registrant and
Elliott dated September 19, 1997 (incorporated by reference
to Exhibit 4.2 of the Registrant's Registration Statement on
Form S-1, File No. 333-43219, originally filed with the
Commission on December 24, 1997).
10.2 Amendment No. 1 to Registration Rights Agreement between the
Registrant and Elliott, dated October 1, 1997 (incorporated
by reference to Exhibit 4.3 of the Registrant's Registration
Statement on Form S-1, File No. 333-43219, originally filed
with the Commission on December 24, 1997).
10.3 Amendment No. 2 to Registration Rights Agreement between the
Registrant and Elliott, dated December 17, 1997
(incorporated by reference to Exhibit 4.4 of the
Registrant's Registration Statement on Form S-1, File No.
333-43219, originally filed with the Commission on December
24, 1997).
10.4 Amendment No. 3 to Registration Rights Agreement between the
Registrant and Elliott, dated October 25, 1999.*
10.5 Executive Employment Agreement between Solid State and
Mitchell L. Peters, dated November 24, 1997 (incorporated by
reference to Exhibit 10.7 of the Registrant's Registration
Statement on Form S-1, File No. 333-43219, originally filed
with the Commission on December 24, 1997).
10.6 Grant Geophysical, Inc. 1997 Equity and Performance
Incentive Plan, as amended.*
10.7 Consulting Agreement between the Registrant and Donald W.
Wilson, dated April 28, 1998 (incorporated by reference to
Exhibit 10.16 of Amendment No. 1 to the Registrant's
Registration Statement on Form S-4, File No. 33-48799, filed
with the Commission on May 8, 1998).
10.8 Letter Agreement between the Registrant and Larry E. Lenig,
Jr., dated January 27, 1999 (incorporated by reference to
Exhibit 10.16 of the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 1998, filed with
the Commission on April 8, 1999).
10.9 Employment Agreement between the Registrant and Richard H.
Ward, dated February 3, 1999 (incorporated by reference to
Exhibit 10.17 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, filed with the
Commission on April 8, 1999).
10.10 Loan and Security Agreement dated as of May 11, 1999 by and
among the Registrant, Elliott and Foothill Capital
Corporation (incorporated by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed with the Commission on August 13,
1999).
10.11 Amendment No. 1 to Loan and Security Agreement, dated as of
August 12, 1999, by and among the Registrant, Elliott and
Foothill Capital Corporation.*
10.12 Amendment No. 2 to Loan and Security Agreement, dated as of
September 23, 1999, by and among the Registrant, Elliott and
Foothill Capital Corporation.*
10.13 Employment Agreement between the Registrant and Stephen H.
Wood, dated February 24, 1999 (incorporated by reference to
Exhibit 10.18 of the Registrant's Annual Report on Form 10-K
for fiscal year ended December 31, 1998, filed with the
Commission on April 8, 1999).
10.14 Form of Indemnity Agreement between the Registrant and its
directors (incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K filed with the
Commission on August 19, 1999).
12.1 Statement of Computation of Ratio of Earnings to Fixed
Charges.*
16.1 Letter from KPMG LLP, dated November 30, 1998, regarding
change in certifying accountant (incorporated by reference
to Exhibit 16 of the Registrant's Current Report on Form 8-K
filed with the Commission on December 1, 1998).
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibits 5.1 and 8.1).
23.2 Consent of KPMG LLP to GGI Liquidation Corporation.*
23.3 Consent of KPMG LLP to Grant Geophysical, Inc.*
23.4 Consent of PricewaterhouseCoopers LLP.*
24.1 Power of Attorney (included in the Signature Page to this
Registration Statement).
99.1 Form of Subscription Exercise Notice.*
99.2 Form of Notice of Guaranteed Delivery for Subscription
Exercise Notice.*
99.3 Form of Letter of Transmittal.*
99.4 Form of Notice of Guaranteed Delivery for Letter of
Transmittal.*
(b) Financial Statement Schedules.
All schedules have been omitted because they are not applicable, not
required or the required information is included in the financial
statements and notes thereto.
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant 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 Securities Act and will be governed by
the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 11th day of January, 2000.
GRANT GEOPHYSICAL, INC.
By: /S/ Richard H. Ward
-----------------------------------
Richard H. Ward
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Chief Executive Officer January 11, 2000
/S/ Richard H. Ward and Director
- ------------------------ (Principal Executive Officer)
/S/ Michael P. Keirnan* Chief Financial Officer, January 11, 2000
- ------------------------ Treasurer and Secretary
Michael P. Keirnan (Principal Financial and
Accounting Officer)
/S/ Donald W. Wilson* Chairman of the Board January 11, 2000
- ------------------------
Donald W. Wilson
/S/ W. Richard Anderson* Director January 11, 2000
- ------------------------
W. Richard Anderson
/S/ James R. Brock* Director January 11, 2000
- ------------------------
James R. Brock
/S/ J. Kelly Elliott* Director January 11, 2000
- ------------------------
J. Kelly Elliott
/S/ Jonathan D. Pollock* Director January 11, 2000
- ------------------------
Jonathan D. Pollock
/S/ Donald G. Russell* Director January 11, 2000
- ------------------------
Donald G. Russell
*By: /S/ Richard H. Ward
-------------------
Richard H. Ward
Attorney-in-Fact and Agent
Exhibit 5.1
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
December 17, 1999
Grant Geophysical, Inc.
16850 Park Row
Houston, Texas 77084
Gentlemen:
We have acted as your counsel in connection with the preparation of the
registration statement on Form S-1 (the "Registration Statement") filed by
Grant Geophysical, Inc. (the "Company") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission (the "Commission"), on
the date hereof, with respect to the registration of 709,948 shares of 8%
Convertible Preferred Stock, $.001 par value per share (the "Convertible
Preferred Stock"), the shares of common stock, $.001 par value per share,
underlying the Convertible Preferred Stock (the "Underlying Shares").
In so acting, we have examined originals, or photostati c or certified
copies, of such records of the Company, certificates of officers of the
Company and of public officials, and such other documents as we have deemed
relevant. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
documents.
Based upon the foregoing, we are of the opinion that:
1. The Convertible Preferred Stock, when issued and sold upon the
terms described in the Registration Statement, will be validly issued and
outstanding, fully paid and non-assessable.
2. The Underlying Shares, into which the Convertible Preferred Stock
may be converted, are duly authorized and when issued in accordance with the
Company's certificate of incorporation, will be validly issued and
outstanding, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus included
therein under the caption "Legal Matters." In giving this consent, we do not
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the general
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/S/ Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
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JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
Exhibit 8.1
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
January 7, 2000
Grant Geophysical, Inc.
16850 Park Row
Houston, Texas 77084
Ladies and Gentlemen:
We have acted as counsel to Grant Geophysical, Inc., a Delaware
corporation ("Grant"), in connection with the proposed exchange by Grant of
its 9 3/4% Senior Notes due 2008 for shares of its 8% Convertible Preferred
Stock (the "Exchange"), as described in the Registration Statement on Form
S-1(the "Registration Statement") filed by Grant with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended.
In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise, identified to our
satisfaction, of the Registration Statement and such other documents as we
have deemed necessary or appropriate as a basis for the opinion set forth
below. Our opinion is conditioned on, among other things, the initial and
continuing accuracy of the facts, information, covenants and representations
set forth in the documents referred to above and the statements,
representations and agreements made by Grant.
In our examination, we have assumed that the transactions related to
the Exchange will be consummated in accordance with the Registration
Statement, and that none of the terms and conditions contained therein will
have been waived or modified in any respect prior to the date on which the
Registration Statement is declared effective by the SEC.
In rendering our opinion, we have considered applicable provisions of
the Internal Revenue Code of 1986, as amended, (the "Code"), Treasury
Regulations promulgated thereunder (the "Regulations"), pertinent judicial
authorities, rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that the
Code, Regulations, judicial decisions and administrative interpretations are
subject to change at anytime and, in some circumstances, with retroactive
effect. A change in any of the authorities upon which our opinion is based
could affect our conclusions herein.
Based solely upon the foregoing, the discussion set forth under the
caption "United States Federal Income Tax Consequences" in the Registration
Statement constitutes our opinion of the material federal income tax
consequences of the Exchange.
Except as set forth above, we express no opinion to any party as to the
tax consequences, whether Federal, state, local, or foreign, of the Exchange
or of any transactions related thereto or contemplated by the Registration
Statement. We disclaim any undertaking to advise you of any subsequent
changes of the facts stated or assumed herein or any subsequent changes in
applicable law. We hereby consent to the filing of this opinion as Exhibit
8.1 to the Registration Statement and the use of our name under the heading
"United States Federal Income Tax Consequences" in the Registration
Statement.
Very truly yours,
/S/ Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
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JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
