As Filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-42144
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MAVERICK TUBE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 43-1455766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16401 Swingley Ridge Road, Suite 700
St. Louis, Missouri 63017
(636) 733-1600
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Gregg M. Eisenberg, President
16401 Swingley Ridge Road, Suite 700
St. Louis, Missouri 63017
(636) 733-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
1600 Interco Corporate Tower
101 South Hanley
St. Louis, Missouri 63105
(314) 862-1200
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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. |_|
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated August 31, 2000
16,463,302 SHARES
MAVERICK TUBE CORPORATION
COMMON STOCK (INCLUDING ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
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This prospectus relates to the shares of the common stock of Maverick
Tube Corporation, a Delaware corporation, issuable upon exchange of the
exchangeable shares of Maverick Tube (Canada) Ltd., an Alberta corporation and a
wholly-owned subsidiary of Maverick. The exchangeable shares are being issued to
the former shareholders of Prudential Steel Ltd. in connection with our business
combination with Prudential. Each exchangeable share may be exchanged for one
share of our common stock, plus all payable and unpaid dividends, if any, on a
share of our common stock. Because the shares of our common stock offered by
this prospectus will be issued only in exchange for, or upon the redemption of,
the exchangeable shares, we will not receive any cash proceeds from this
offering. We are paying all expenses in connection with this offering.
Our common stock is currently listed on the Nasdaq National Market
under the symbol "MAVK." On August 30, 2000, the last reported price for our
common stock as reported on the Nasdaq National Market was $28.4375 per share.
The New York Stock Exchange has authorized the listing of our common stock,
including the shares reserved for issuance upon the exchange of exchangeable
shares for shares of our common stock, under the symbol "MVK." Unless otherwise
indicated, all dollar references in this prospectus are to U.S. dollars.
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You should carefully consider the risk factors beginning on page 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is _______, 2000.
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TABLE OF CONTENTS
Page
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Table of Contents......................................................... 2
Glossary.................................................................. 2
Risk Factors.............................................................. 3
Cautionary Statement Concerning Forward-Looking Statements................ 4
The Company............................................................... 5
Principal Attributes of the Exchangeable Shares........................... 6
Use of Proceeds........................................................... 6
Plan of Distribution...................................................... 6
Information About Tax Considerations...................................... 12
Legal Matters............................................................. 21
Experts................................................................... 21
Where You Can Find More Information....................................... 21
Documents Incorporated By Reference....................................... 22
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GLOSSARY
Unless the context otherwise requires:
"proxy statement" means the definitive proxy statement on Schedule 14A
filed by Maverick with the Securities and Exchange Commission on August 11, 2000
in connection with the separate special stockholders' meetings of Maverick and
Prudential with regard to the transaction;
"Maverick" refers to Maverick Tube Corporation and its subsidiaries
prior to the consummation of the transaction;
"Maverick Canada" refers to Maverick Tube (Canada) Ltd., an Alberta
corporation and a subsidiary of Maverick formed for the purpose of issuing the
exchangeable shares to Prudential shareholders in the transaction;
"Prudential" refers to Prudential Steel Ltd. and its subsidiaries prior
to the consummation of the transaction;
"transaction" refers to the combination of the businesses of Maverick
and Prudential pursuant to the combination agreement dated as of June 11, 2000
between Maverick and Prudential and implemented through a share exchange under a
plan of arrangement;
"U.S. Code" refers to the United States Internal Revenue Code of 1986,
as amended; and
"we," "our," or "us" refers to Maverick prior to the consummation of
the transaction, and Maverick combined with Prudential following the
consummation of the transaction.
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RISK FACTORS
You should consider carefully the following risk factors, in addition
to the other information contained or incorporated by reference in this
prospectus, before exchanging or redeeming your exchangeable shares for the
shares of our common stock offered by this prospectus.
The Exchange of Your Exchangeable Shares is Generally Taxable.
Based on the tax laws as of the date of this prospectus, the exchange
or redemption of exchangeable shares for shares of our common stock is generally
a taxable event in Canada and may be a taxable event in the U.S. Your tax
consequences can vary depending on a number of factors, including:
o your residency;
o whether your exchangeable shares are purchased by us or redeemed
by Maverick Canada for shares of our common stock; and
o the length of time that you hold your exchangeable shares prior
to the exchange or redemption.
See "Information About Tax Considerations."
The Market Price of Our Common Stock May Be Less Than the Market Price
of the Exchangeable Shares.
Our common stock which currently trades on the Nasdaq National Market,
has been approved for listing on the New York Stock Exchange. We expect our
common stock to begin trading on the New York Stock Exchange contemporaneously
with the consummation of the transaction. When our common stock begins trading
on the New York Stock Exchange, it will no longer be traded on the Nasdaq
National Market. The exchangeable shares have been approved to trade on The
Toronto Stock Exchange. We do not plan to list our common stock or the
exchangeable shares on any exchanges other than the New York Stock Exchange and
The Toronto Stock Exchange, respectively. Although we believe the market prices
on the New York Stock Exchange and The Toronto Stock Exchange should reflect
essentially equivalent values, we cannot give any assurance that the market
price of our common stock will be identical, or even similar, to the market
prices of the exchangeable shares.
Our Common Stock Will Be Foreign Property for Canadian Tax Purposes.
You may be required to limit your investment in our common stock or
risk incurring penalties under the Income Tax Act (Canada) if you are:
o a trust governed by a Canadian registered pension plan;
o a Canadian registered retirement savings plan;
o a Canadian registered retirement income fund;
o a Canadian registered education savings plan;
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o a Canadian deferred profit sharing plan; or
o among some other classes of tax-exempt person.
So long as the exchangeable shares are listed on a prescribed Canadian
stock exchange, such as The Toronto Stock Exchange, and Maverick Canada
maintains a substantial presence in Canada, the exchangeable shares will be
qualified investments for these plans or persons and will not be foreign
property under the Income Tax Act (Canada). However, our common stock will be
foreign property for these plans or persons. These plans or persons must limit
their investment in our common stock within the foreign property content limits
or risk incurring penalties under the Income Tax Act (Canada).
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this document and in the public
documents that are incorporated by reference, including the Form 8-K dated
August 30, 2000 to which the proxy statement is attached as an exhibit, which
represent our expectations or beliefs about future events and financial
performance. You can identify these statements by forward-looking words such as
"expect," "believe," "anticipate," "goal," "plan," "intend," "estimate," "may,"
"will" or similar words. Forward-looking statements are based on our
management's current expectations, beliefs and assumptions, and are subject to
known and unknown risks and uncertainties, including:
o the volatility in the level of oil and gas drilling activity;
o steel price volatility;
o currency exchange rates;
o domestic and foreign competitive pressures;
o fluctuations in industry-wide inventory levels;
o the presence or absence of governmentally imposed trade
restrictions;
o asserted and unasserted claims; and
o those other risks and uncertainties described under "Risk
Factors" and elsewhere in this prospectus, the proxy statement
and in Maverick's other filings with the Securities and Exchange
Commission and Prudential's other filings with the Canadian
securities administrators.
In light of these risks and uncertainties, the forward-looking events
discussed in this prospectus might not occur. In addition, actual results could
differ materially from those suggested by the forward-looking statements.
Accordingly, you should not place undue reliance on forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The sections of this prospectus and in the proxy statement, which, as an exhibit
to the Form 8-K dated August 30, 2000, has been incorporated by reference, that
contain forward-looking statements include:
o "Questions and Answers About the Transaction," beginning on page
1 of the proxy statement;
o "Summary," beginning on page 5 of the proxy statement;
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o "Summary Historical and Pro Forma Financial Data," beginning on
page 15 of the proxy statement;
o "Risk Factors" on page 3 of this prospectus and beginning on page
21 of the proxy statement;
o "Description of the Transaction," beginning on page 31 of the
proxy statement;
o "Certain Financial and Other Information about the Companies,"
beginning on page 72 of the proxy statement;
o "Unaudited Pro Forma Combined Condensed Financial Statements"
beginning on page 81 of the proxy statement;
o Prudential Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in Annex K to the
proxy statement; and
o Maverick Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in Maverick's
Quarterly Report on Form 10-Q for the nine-month period ended
June 30, 2000, incorporated herein by reference.
For all these statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995, as amended.
THE COMPANY
We are one of the largest U.S. manufacturers of steel tubular products
used in energy and industrial applications. Energy related products consist of
oil country tubular goods and line pipe that are used in the exploration,
development, production and transportation of oil and natural gas. Industrial
products consist of hollow structural sections, standard pipe and piling pipe,
which are used in non-residential and commercial construction, agriculture and
fabrication, and cold drawn mechanical tubing which is used primarily in the
manufacture of hydraulic and pneumatic cylinders. Our principal executive
offices are located at 16401 Swingley Ridge Road, Suite 700, Chesterfield,
Missouri, 63017 and our telephone number is (636) 733-1600.
The transaction will combine the businesses of Maverick and Prudential,
which we believe complement each other, to create:
o the largest North American producer of welded oil country tubular
goods for the energy industry in terms of total ton capacity and,
based upon pro forma data for the twelve-month period ended
December 31, 1999, total tons shipped; and
o a major supplier of line pipe for the energy industry and hollow
structural sections to industrial markets.
We will implement the transaction through a share exchange under a plan of
arrangement. Upon completion of the proposed transaction:
o Prudential will become an indirect wholly-owned subsidiary of
Maverick;
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o Prudential shareholders will cease to be shareholders of
Prudential and (other than dissenting shareholders) will receive,
for each Prudential common share, 0.52 of an exchangeable share
of Maverick Canada;
o each exchangeable share will have economic and voting rights
equivalent to one share of Maverick common stock and will be
exchangeable, at the option of the holder, for one share of
Maverick common stock; and
o each outstanding option to purchase a Prudential common share
will be exchanged for an option to purchase 0.52 of a share of
Maverick common stock at an exercise price equal to its current
exercise price divided by 0.52, expressed in U.S. dollars.
PRINCIPAL ATTRIBUTES OF THE EXCHANGEABLE SHARES
The exchangeable shares, which are being issued by our subsidiary,
Maverick Canada, will have the following attributes:
o holders of exchangeable shares will be entitled to receive
dividends, if any, on a per share basis, equivalent to the per
share dividends we pay from time to time on shares of our common
stock, and to vote indirectly through a voting trust arrangement
at meetings of our stockholders;
o holders of the exchangeable shares generally will not be entitled
to receive notice of or to attend or vote at any meeting of the
shareholders of Maverick Canada;
o the exchangeable shares will be entitled to a preference over the
common shares of Maverick Canada, and any other shares ranking
junior to the exchangeable shares, with respect to the payment of
dividends and the distribution of assets in the event of the
liquidation, dissolution or winding-up of Maverick Canada; and
o in the event of the liquidation, dissolution or winding-up of
Maverick Canada, a holder of exchangeable shares will be entitled
to receive for each exchangeable share one share of our common
stock, together with the equivalent amount of all dividends
payable and unpaid, if any, on our common stock.
For a more detailed description of the attributes of the exchangeable shares,
please see "Information About the Share Capital of Maverick and Maverick Canada
- Maverick Canada Share Capital" on page 87 of the proxy statement.
USE OF PROCEEDS
Because the shares of our common stock will be issued in exchange for
or upon the redemption of exchangeable shares, we will not receive any cash
proceeds upon the issuance of our common stock.
PLAN OF DISTRIBUTION
General.
Our common stock may be issued to you in several ways. For instance,
you have the right to exchange or cause the redemption of your exchangeable
shares. By exercising these rights, you may require an exchange by us or
redemption by Maverick Canada, as the case may be, of your exchangeable shares
for our common stock. Your rights are called:
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o exchange put rights; and
o retraction rights;
Also, we may issue our common stock to you as a result of an automatic
exchange or redemption. Upon the occurrence of specified triggering events, you
will be required to exchange your exchangeable shares for our common stock.
These rights arise automatically upon the occurrence of triggering events and
are called:
o the automatic redemption right;
o the optional exchange right;
o the liquidation right; and
o the automatic exchange right;
Finally, we may exercise our call rights. Our call rights permit us to
require an exchange of exchangeable shares for our common stock if you exercise
your retraction rights or in any circumstance where Maverick Canada would
otherwise be required to redeem your exchangeable shares. We plan to exercise
our call rights, when available, and currently foresee limited, if any,
circumstances under which we would not exercise our call rights rather than
permit your exchangeable shares to be redeemed by Maverick Canada. Accordingly,
we expect that you will receive our common stock only through an exchange with
us, as opposed to a redemption by Maverick Canada, of your exchangeable shares
for our common stock. While in either case you would receive the same
consideration, the tax consequences resulting from an exchange with us will be
substantially different from the tax consequences resulting from a redemption by
Maverick Canada. We may, at our option, cause a Canadian subsidiary of ours,
other than Maverick Canada, to acquire your exchangeable shares rather than
Maverick and deliver to you your shares of Maverick common stock. Thus, for
purposes of describing our call rights below, references to our acquisition of
your exchangeable shares and our delivery of your shares of Maverick common
stock includes the acquisition and delivery by our Canadian subsidiary. Our call
rights are called our:
o retraction call rights;
o liquidation call rights; and
o redemption call rights.
Your Rights to Exchange or Redeem Your Shares.
We will grant your exchange put right described below to CIBC Mellon
Trust Company, as trustee, for the benefit of the holders of the exchangeable
shares. You also have the right to retract (i.e., require Maverick Canada to
redeem, subject to our retraction call rights) any or all of your exchangeable
shares.
Your exchange put right. You may require us to exchange all or any part
of your exchangeable shares for an equivalent number of shares of our common
stock, plus all of our dividends then payable and unpaid, if any. You may
exercise your exchange put right by presenting to CIBC Mellon at its principal
offices in Calgary, Alberta or Toronto, Ontario:
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o written notice;
o a certificate or certificates representing the exchangeable
shares you desire to have us exchange; and
o other documents and instruments as provided in the voting and
exchange trust agreement among us, Maverick Canada and CIBC
Mellon.
An exchange pursuant to this right will be completed not later than the
close of business on the third business day following receipt by the trustee of
the items listed above.
Your retraction rights. Subject to applicable law and our retraction
call right, you are entitled at any time to retract (i.e., require Maverick
Canada to redeem) any or all of your exchangeable shares and to receive an equal
number of shares of our common stock plus the amount of all of our dividends
then payable and unpaid, if any. You may retract by presenting certificates
representing the number of exchangeable shares you wish to retract to the
trustee or Maverick Canada, together with a duly executed retraction request:
o specifying the number of exchangeable shares you desire to
retract;
o stating the retraction date on which you desire to have Maverick
Canada redeem your shares, which must be a business day between
five and ten days from the date of delivery of the request; and
o acknowledging our retraction call right to purchase all but not
less than all of the retracted shares directly from you and that
the retraction request will be deemed to be a revocable offer by
you to sell the retracted shares to us in accordance with our
retraction call right on the terms and conditions described
below.
Maverick Canada will promptly notify us upon receipt of a retraction request.
Your retraction rights are subject to our retraction call rights. In
order to exercise our retraction call right, we must notify Maverick Canada of
our determination to do so within two business days of our receipt of
notification. If we deliver the call notice within two business days, and you
have not revoked your retraction request, Maverick Canada will not redeem the
retracted shares and we will purchase from you the retracted shares on the
retraction date. If we do not timely deliver the call notice and you have not
revoked your retraction request, Maverick Canada will redeem the retracted
shares on the retraction date.
You may withdraw your retraction request by giving notice in writing to
Maverick Canada before the close of business on the business day before your
retraction date. If you withdraw your retraction request, your offer to sell the
shares to us will be deemed to have been revoked. If, as a result of liquidity
or solvency requirements or other provisions of applicable law, Maverick Canada
is not permitted to redeem all the exchangeable shares you desire to retract,
Maverick Canada will redeem only those exchangeable shares you have tendered as
would be permitted by applicable law.
If any of your exchangeable shares are not redeemed by Maverick Canada
as a consequence of applicable law or purchased by us, you will be deemed to
have required us to purchase your unretracted shares in exchange for an equal
number of shares of our common stock, plus the amount of all of our dividends
then payable and unpaid, if any, on the retraction date pursuant to your
exchange put right.
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The Automatic Rights.
The automatic redemption right. Subject to applicable law and our
redemption call rights, on an automatic redemption date, Maverick Canada will
redeem all but not less than all of the then outstanding exchangeable shares in
exchange for an equal number of shares of our common stock, plus the amount of
all of our dividends then payable and unpaid, if any. Notwithstanding any
proposed redemption of the exchangeable shares, our redemption call rights give
us the overriding right to acquire on an automatic redemption date, all but not
less than all of the outstanding exchangeable shares in exchange for an equal
number of shares of our common stock, plus the amount of all of our dividends
then payable and unpaid, if any.
An automatic redemption date is the first to occur of:
o the date selected by the Maverick Canada board, if the selected
date is later than the fifth anniversary of the closing of our
acquisition of Prudential;
o the date selected by the Maverick Canada board, if the selected
date is later than the third anniversary of the closing of our
acquisition of Prudential and if less than 10% of the number of
exchangeable shares issuable at the closing of our acquisition of
Prudential, other than exchangeable shares held by Maverick and
entities controlled by Maverick, are outstanding;
o the business day prior to the record date for any meeting or vote
of the Maverick Canada shareholders to consider any matter in
which the holders of exchangeable shares would be entitled to
vote as Maverick Canada shareholders, but excluding any meeting
or vote as described in the paragraph immediately below; and
o the business day following the day on which the holders of
exchangeable shares fail to take the necessary action at a
meeting or other vote of holders of exchangeable shares, if and
to the extent the action is required, to approve or disapprove,
as applicable, any change to, or in the rights of the holders of,
the exchangeable shares, if the approval or disapproval, as
applicable, of the change would be required to maintain the
economic and legal equivalence of the exchangeable shares and our
common stock.
At least 45 days before an automatic redemption date or before a
possible automatic redemption date which may result from a failure of the
holders of the exchangeable shares to take a necessary action as described
above, Maverick Canada shall provide you with written notice of the proposed
redemption or possible redemption of the exchangeable shares by Maverick Canada.
In the case of a possible automatic redemption date, the notice will be given
contingently and will be withdrawn if the contingency does not occur.
The optional exchange right. Upon the occurrence and during the
continuance of a Maverick Canada insolvency event, you will be entitled to
instruct CIBC Mellon Trust Company, as trustee, to exercise the optional
exchange right, with respect to any or all of your exchangeable shares,
requiring us to acquire your exchangeable shares. Immediately upon the
occurrence of a Maverick Canada insolvency event or any event which may, with
the passage of time or the giving of notice, become a Maverick Canada insolvency
event, we and Maverick Canada will give written notice to the trustee. The
trustee will then promptly notify you of the event or potential event and will
advise you of your rights with respect to the optional exchange right. The
consideration for each exchangeable share to be acquired under the optional
exchange right will be one share of our common stock, plus the amount of all of
our dividends then payable and unpaid, if any.
A Maverick Canada insolvency event means:
o the institution of, or the consent of Maverick Canada to the
institution of, any proceeding for Maverick Canada to be
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adjudicated bankrupt or insolvent or to be dissolved or wound-up,
or the filing of a petition, answer or consent seeking
dissolution or winding-up under bankruptcy, insolvency or
analogous laws;
o the failure of Maverick Canada to contest in good faith any
bankruptcy, insolvency, dissolution, winding-up or analogous
proceeding commenced against it within 15 days of becoming aware
of the proceeding;
o the consent of Maverick Canada to the filing of any bankruptcy,
insolvency, dissolution, winding-up or analogous petition or
appointment of a receiver;
o the making by Maverick Canada of a general assignment for the
benefit of creditors, or the admission in writing of its
inability to pay its debts generally as they become due; or
o Maverick Canada's not being permitted, pursuant to liquidity or
solvency requirements of applicable law, to redeem any
exchangeable shares pursuant to a retraction request.
If, as a result of liquidity or solvency requirements or other
provisions of applicable law, Maverick Canada is not permitted to redeem all of
your exchangeable shares tendered for retraction in accordance with your
retraction call rights, you will be deemed to have exercised the optional
exchange right with respect to your unredeemed exchangeable shares, and we will
be required to purchase (i.e. issue our common stock to you in exchange for)
your unredeemed shares.
The liquidation right. Subject to our liquidation call right, in the
event of the liquidation, dissolution or winding-up of Maverick Canada or any
other distribution of assets of Maverick Canada among its shareholders for the
purpose of winding-up its affairs, you will be entitled to receive for each
exchangeable share one share of Maverick common stock, together with the amount
of all of our dividends then payable and unpaid, if any.
The automatic exchange right. In the event of a Maverick liquidation
event, we will be deemed to have purchased each outstanding exchangeable share
and you will be deemed to have sold your exchangeable shares to us for an equal
number of shares of Maverick common stock, plus the equivalent amount of all
Maverick dividends then payable and unpaid, if any.
A Maverick liquidation event is:
o any determination by our board to institute voluntary
liquidation, dissolution or winding-up proceedings of Maverick or
to effect any other distribution of our assets among our
shareholders for the purpose of winding-up our affairs; or
o the earlier of receipt of notice of, and our otherwise becoming
aware of, any threatened or instituted claim or other proceeding
with respect to the involuntary liquidation, dissolution or
winding-up of Maverick or to effect any other distribution of our
assets among our shareholders for the purpose of winding-up our
affairs.
Our Call Rights.
In the circumstances described below, we will have overriding call
rights to acquire your exchangeable shares by delivering an equal number of
shares of our common stock, plus the amount of all of our dividends then payable
and unpaid, if any. Different Canadian federal income tax consequences may arise
depending upon whether we exercise our call rights or whether your exchangeable
shares are redeemed by Maverick Canada. See "Information About Tax
Considerations - Canadian Federal Income Tax Considerations."
Our retraction call right. If you exercise your retraction rights, you
will be deemed to offer your exchangeable shares to us, and we will have an
overriding retraction call right to acquire all, but not less than all, of the
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exchangeable shares that you have requested Maverick Canada to redeem in
exchange for an equal number of shares of our common stock, plus the amount of
all of our dividends then payable and unpaid, if any.
Our liquidation call right. We will be granted an overriding
liquidation call right, in the event of and notwithstanding a proposed
liquidation, dissolution or winding-up of Maverick Canada or any other
distribution of the assets of Maverick Canada among its shareholders for the
purpose of winding-up its affairs, to acquire all, but not less than all, of the
exchangeable shares then outstanding in exchange for an equal number of shares
of our common stock, plus the amount of all of our dividends then payable and
unpaid, if any. Upon the exercise of our liquidation call right, you will be
obligated to transfer your exchangeable shares to us. Our acquisition of all of
the outstanding exchangeable shares upon the exercise of our liquidation call
right will occur on the effective date of the voluntary or involuntary
liquidation, dissolution or winding-up of Maverick Canada.
Our redemption call right. We have an overriding redemption call right
to acquire on an automatic redemption date all, but not less than all, of the
exchangeable shares then outstanding in exchange for an equal number of shares
of our common stock, plus the amount of all of our dividends then payable and
unpaid, if any, and, upon the exercise of our redemption call right, you will be
obligated to transfer your exchangeable shares to us in exchange for shares of
our common stock.
If we exercise one or more of our call rights, we will issue our common
stock directly to you and will become the holder of your exchangeable shares. We
will not be entitled to exercise any of the voting rights attached to your
exchangeable shares. If we decline to exercise our call rights when available,
we will be required to issue our common stock as Maverick Canada directs,
including to Maverick Canada, which will, in turn, transfer our common stock to
you in consideration for the return and cancellation of your exchangeable
shares. If we do not exercise our call rights when applicable and instead
deliver our common stock as Maverick Canada directs, you would receive the same
consideration, but the Canadian tax consequences will be substantially
different. See "Information About Tax Considerations - Canadian Federal Income
Tax Considerations." However, we anticipate that we will exercise our call
rights, when available, and currently foresee limited, if any, circumstances
under which we would not exercise our call rights. In addition, we do not
anticipate any restriction or limitation on the number of exchangeable shares we
would acquire upon the exercise of our call rights.
In any circumstance where we are required to purchase your exchangeable
shares, we may establish a separate Canadian subsidiary solely for the purpose
of acquiring from us and delivering to you those shares of our common stock. In
either case, the tax consequences of the exchange to you will be substantially
identical.
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INFORMATION ABOUT TAX CONSIDERATIONS
Canadian Federal Income Tax Considerations
The following is the opinion of McCarthy Tetrault, Canadian counsel to
Maverick, as to the principal Canadian federal income tax considerations
generally applicable under the Income Tax Act (Canada) if you hold exchangeable
shares or acquire our common stock on the exchange of exchangeable shares and
if, for purposes of the Income Tax Act (Canada), you deal with us at arm's
length and hold your exchangeable shares and will hold our common stock as
capital property. This discussion does not apply to you if you are a "financial
institution", as defined in the Income Tax Act (Canada), and are therefore
subject to the mark-to-market provisions of the Income Tax Act (Canada).
The exchangeable shares and our common stock will generally be
considered to be capital property to you unless the shares are held by you in
the course of carrying on a business of buying and selling securities or the
shares are acquired in a transaction considered to be an adventure in the nature
of trade. If you do not hold your exchangeable shares or will not hold our
common stock as capital property, you should consult your own tax advisors for
information and advice having regard to your particular circumstances.
This summary is based on the current provisions of the Income Tax Act
(Canada) and regulations, the current provisions of the Convention Between the
United States of America and Canada with Respect to Taxes on Income and on
Capital, signed September 26, 1980, as amended (the "Canada--U.S. Tax
Convention") and our counsel's understanding of the current published
administrative practices of the Canada Customs and Revenue Agency. This summary
takes into account all specific proposals to amend the Income Tax Act (Canada)
and regulations that have been publicly announced by the Minister of Finance
(Canada) prior to the date hereof and assumes that all of these proposed
amendments will be enacted in their present form. No assurances can be given
that any proposed amendments will be enacted in the form proposed, if at all.
Except for the foregoing, this summary does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations which may differ
from the Canadian federal income tax considerations described below. No advance
income tax ruling has been sought or obtained from the Canada Customs and
Revenue Agency to confirm the tax consequences of any of the transactions
relating to the exchangeable shares or the acquisition of our common stock on
the exchange of exchangeable shares.
For purposes of the Income Tax Act (Canada), all amounts relating to
the acquisition, holding or disposition of our common stock, including
dividends, adjusted cost base amounts and proceeds of disposition, must be
converted into Canadian dollars based on the prevailing United States dollar
exchange rate generally at the time these amounts arise.
This summary is of a general nature only and is not intended to be, and
should not be construed to be, legal, business or tax advice to you. Therefore,
you should consult your own tax advisors with respect to your particular
circumstances.
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Shareholders Resident in Canada.
The following portion of this summary will apply to you if, for the
purposes of the Income Tax Act (Canada) and any applicable income tax treaty or
convention, you are resident or deemed to be resident in Canada at all relevant
times. This summary does not apply to you if we are or will be a "foreign
affiliate" of you as defined in the Income Tax Act (Canada) or if you hold or
will hold more than 10% of the exchangeable shares.
Redemption of exchangeable shares. On a redemption (including
a retraction) of your exchangeable shares by Maverick Canada, you will
be deemed to have received a dividend equal to the amount, if any, by
which the redemption proceeds exceed the paid-up capital of the
exchangeable shares so redeemed. For these purposes, the redemption
proceeds will be the fair market value of our common stock received
from Maverick Canada at the time of the redemption plus the amount, if
any, of all declared and unpaid dividends on the exchangeable shares
paid on the redemption. The taxation of dividends received on the
exchangeable shares is described below.
On a redemption (including a retraction) of your exchangeable
shares, you will also be considered to have disposed of your
exchangeable shares, but the amount of the deemed dividend will be
excluded in computing your proceeds of disposition for purposes of
computing any capital gain or capital loss arising on the disposition.
If you are a corporation, in some circumstances, the amount of any such
deemed dividend may be treated as proceeds of disposition and not as a
dividend. The taxation of capital gains and capital losses is described
below.
Disposition of exchangeable shares other than on redemption or
exchange. A disposition or deemed disposition of exchangeable shares by
you, other than on the redemption or exchange of such shares, will
generally result in a capital gain (or capital loss) to the extent that
the proceeds of disposition, net of any reasonable costs of
disposition, exceed (or are less than) the adjusted cost base to you of
the exchangeable shares immediately before the disposition.
Exchange of exchangeable shares with us. On an exchange of
your exchangeable shares with us for our common stock, you will
generally realize a capital gain (or a capital loss) equal to the
amount by which the proceeds of disposition of your exchangeable
shares, net of any reasonable costs of disposition, exceed (or are less
than) the adjusted cost base to you of the exchangeable shares
immediately before the exchange. For these purposes, the proceeds of
disposition will be the fair market value at the time of the exchange
of our common stock which you receive plus any other amounts received
from us as part of the exchange, other than amounts required to be
included in your income as a dividend. You should consult your own tax
advisor in that regard. The taxation of capital gains and capital
losses is described below.
Because of the existence of the retraction call rights,
liquidation call rights and redemption call rights, as a holder of
exchangeable shares, you cannot control whether you will receive our
common stock by way of redemption (retraction) of your exchangeable
shares by Maverick Canada or by way of purchase of your exchangeable
shares by us. As described above, the Canadian federal income tax
consequences of a redemption (retraction) differ from those of a
purchase.
Dividends on exchangeable shares. If you are an individual,
dividends received or deemed to be received on the exchangeable shares
will be included in computing your income, and will be subject to the
gross-up and dividend tax credit rules normally applicable to taxable
dividends received from a corporation resident in Canada.
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If you are a corporation other than a "specified financial
institution", as defined in the Income Tax Act (Canada), dividends
received or deemed to be received on the exchangeable shares normally
will be included in your income and deductible in computing your
taxable income.
The exchangeable shares will be "term preferred shares", as
defined in the Income Tax Act (Canada). Consequently, if you are a
"specified financial institution", as defined in the Income Tax Act
(Canada), a dividend received or deemed to be received on the
exchangeable shares will be deductible in computing your taxable income
only if:
o you did not acquire the exchangeable shares in the ordinary
course of carrying on your business; or
o at the time the dividend is received, the exchangeable shares are
listed on a prescribed stock exchange in Canada (which currently
includes The Toronto Stock Exchange) and you, either alone or
together with persons with whom you do not deal at arm's length,
do not receive (or are not deemed to receive) dividends in
respect of more than 10% of the issued and outstanding
exchangeable shares.
In addition, to the extent that a deemed dividend arises on
the redemption of the exchangeable shares by Maverick Canada, a portion
of the dividend may not be subject to the denial of dividend deduction
applicable in respect of term preferred shares in accordance with the
exceptions outlined above. If you are a specified financial
institution, you should consult your own tax advisors.
If Maverick or any other person with whom Maverick does not
deal at arm's length (or any trust or partnership of which such person
is a beneficiary or member), including Maverick Canada, is a specified
financial institution at the time that dividends are paid on the
exchangeable shares, if you are a corporation, subject to the exception
described below, dividends received or deemed to be received by you
will be included in your income for purposes of the Income Tax Act
(Canada) but you will not be entitled to deduct the amount of these
dividends in computing your taxable income. This denial of the dividend
deduction will not apply if, at the time the dividends are received or
deemed to be received, the exchangeable shares are listed on a
prescribed stock exchange (which currently includes The Toronto Stock
Exchange), we are "related" to Maverick Canada for purposes of the
Canadian Tax Act and dividends are not paid to you (together with
persons with whom you do not deal at arm's length or any trust or
partnership of which you or such person is a beneficiary or member) in
respect of more than 10% of the issued and outstanding exchangeable
shares held by persons other than us and our affiliates.
If you are a "private corporation", as defined in the Income
Tax Act (Canada), or any other corporation resident in Canada and
controlled or deemed to be controlled by or for the benefit of an
individual or a related group of individuals, you may be liable under
Part IV of the Income Tax Act (Canada) to pay a refundable tax of 33
1/3% of any dividends received or deemed to be received on your
exchangeable shares to the extent that these dividends are deductible
in computing your taxable income.
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation", as defined in the Income Tax
Act (Canada), may be liable to pay an additional refundable tax of 6
2/3% on its "aggregate investment income" for the year which will
include dividends or deemed dividends that are not deductible in
computing taxable income.
Acquisition and disposition of our common stock. The cost of
our common stock received on a retraction, redemption or exchange of
exchangeable shares will be equal to the fair market value of these
shares at the time of that event, and will be averaged with the
adjusted cost base of any other shares of our common stock held by you
at that time as capital property. A disposition or deemed disposition
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of our common stock by you will generally result in the realization of
a capital gain (or a capital loss) equal to the amount by which the
proceeds of disposition, net of any reasonable costs of disposition,
exceed (or are less than) the adjusted cost base to you of these shares
immediately before the disposition. The taxation of capital gains and
capital losses is described below.
Dividends on our common stock. Dividends on our common stock
will be included in your income for the purposes of the Income Tax Act
(Canada). If you are an individual, you will not be subject to the
gross-up and dividend tax credit rules in the Income Tax Act (Canada)
applicable to dividends received from corporations resident in Canada.
If you are a corporation, you will be required to include these
dividends in computing your income and generally will not be entitled
to deduct the amount of these dividends in computing your taxable
income.
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation", as defined in the Income Tax
Act (Canada), may be liable to pay an additional refundable tax of 6
2/3% on its "aggregate investment income" for the year which will
include these dividends.
If there is United States non-resident withholding tax on any
dividends you receive on our common stock, you will generally be
eligible for foreign tax credit or deduction treatment where applicable
under the Income Tax Act (Canada).
Taxation of capital gains and capital losses. Two-thirds of
any capital gain realized on a disposition or deemed disposition of
exchangeable shares or our common stock must be included in your income
for the year of the disposition. You generally may be able to deduct
two-thirds of any capital losses against two-thirds of any capital
gains realized in the year of the disposition. Any capital losses in
excess of capital gains in the year of the disposition may generally be
carried back and deducted against net capital gains (capital gains less
capital losses) for up to three taxation years or carried forward
indefinitely, to the extent and in the circumstances prescribed in the
Income Tax Act (Canada).
Capital gains realized by an individual or trust, other than
certain trusts, may give rise to alternative minimum tax under the
Income Tax Act (Canada).
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation", as defined in the Income Tax
Act (Canada), may be liable to pay an additional refundable tax of 6
2/3% on its "aggregate investment income" for the year which will
include an amount in respect of taxable capital gains.
If you are a corporation, the amount of any capital losses
arising from a disposition or deemed disposition of shares may be
reduced by the amount of any dividends received or deemed to have been
received by you on these shares to the extent and under circumstances
prescribed by the Income Tax Act (Canada). Similar rules may apply
where you are a corporation and a member of a partnership or a
beneficiary of a trust that owns these shares or where a trust or
partnership of which a corporation is a beneficiary or a member is a
member of a partnership or a beneficiary of a trust that owns any of
these shares. You should consult your own tax advisors if these rules
may be relevant to you.
Foreign property information reporting. With some exceptions,
any taxpayer resident in Canada in the year will be a "specified
Canadian entity", as defined in the Income Tax Act (Canada). If you are
a specified Canadian entity for a taxation year or fiscal period and
the total cost amount of "specified foreign property", which would
include the exchangeable shares and our common stock, at any time in
the year or fiscal period exceeds C$100,000, you will be required to
file an information return for the year or period disclosing prescribed
information, your cost amount, any dividends received in the year, and
any gains or losses realized in the year, in respect of the specified
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foreign property. You should consult your own advisors about whether
you must comply with these rules with respect to the ownership of our
common stock.
Shareholders Not Resident in Canada.
The following portion of this summary will apply to you only if, for
purposes of the Income Tax Act (Canada) and any applicable tax treaty or
convention, you will not be resident or deemed to be resident in Canada at any
time while you hold exchangeable shares or our common stock, and if you will not
use or hold the exchangeable shares or our common stock in the course of
carrying on a business (including an insurance business) in Canada and, except
as specifically discussed below, if those shares do not constitute "taxable
Canadian property" to you as defined in the Income Tax Act (Canada).
The exchangeable shares will generally not be taxable Canadian property
to you at a particular time provided that these shares are listed on a
prescribed stock exchange (which currently includes The Toronto Stock Exchange)
and you, persons with whom you do not deal at arm's length or you together with
such persons, have not owned (or had an interest in or option in respect of) 25%
or more of the issued shares of any class or series of the capital stock of
Maverick Canada at any time within the 60 month period preceding the particular
time. Our common stock will generally not constitute taxable Canadian property
to you.
Provided the exchangeable shares or our common stock are not taxable
Canadian property to you, you will not be subject to tax under the Income Tax
Act (Canada) on the exchange of exchangeable shares for our common stock (except
to the extent the exchange gives rise to a deemed dividend as discussed below),
or on the sale or other disposition of exchangeable shares or our common stock.
Dividends paid or deemed to be paid on the exchangeable shares will be
subject to non-resident withholding tax under the Income Tax Act (Canada) at the
rate of 25%, although this rate may be reduced under the provisions of an
applicable income tax treaty or convention. Under the Canada-U.S. Tax
Convention, for example, the rate of non-resident withholding tax is generally
reduced to 15% in respect of dividends paid to a person who is the beneficial
owner thereof and who is resident in the United States for purposes of the
convention.
A holder whose exchangeable shares are redeemed by Maverick Canada
(either under redemption rights or pursuant to retraction rights) will be deemed
to receive a dividend equal to the amount, if any, by which the redemption
proceeds exceed the paid-up capital of the exchangeable shares at the time the
exchangeable shares are redeemed. For these purposes, the redemption proceeds
will be the fair market value of our common stock received from Maverick Canada
at the time of the redemption plus the amount, if any, of all payable and unpaid
dividends on the exchangeable shares paid on the redemption. Any deemed dividend
will be subject to non-resident withholding tax as described in the preceding
paragraph. However, we anticipate that we will exercise our call rights, when
available, and currently foresee limited, if any, circumstances under which
exchangeable shares would be redeemed by Maverick Canada.
U.S. Federal Income Tax Considerations.
The following is the opinion of Gallop, Johnson & Neuman, L.C., U.S.
tax counsel to Maverick, as to the material U.S. federal income tax
considerations generally applicable to holders of exchangeable shares that hold
their exchangeable shares as capital assets and that exchange those shares for
shares of Maverick common stock. This description is based on:
o the U.S. Code;
o income tax regulations, proposed and final, issued under the U.S.
Code; and
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o judicial and administrative interpretations of the U.S. Code and
regulations; in each case as in effect and available as of the
date of this prospectus.
These income tax laws, regulations and interpretations, however, may
change at any time, and any change could be retroactive to the date of this
prospectus. These income tax laws and regulations are also subject to various
interpretations, and the U.S. Internal Revenue Service or the U.S. courts could
later disagree with the explanations or conclusions contained in this
description.
For purposes of this description, a U.S. holder is a beneficial owner
of exchangeable shares or Maverick common stock, as the case may be, that, for
U.S. federal income tax purposes, is:
o a citizen or resident of the U.S., including some former citizens
or residents of the U.S.;
o a partnership or corporation created or organized in or under the
laws of the U.S. or any state thereof, including the District of
Columbia;
o an estate if its income is subject to U.S. federal income
taxation regardless of its source; or
o a trust if it has validly elected to be treated as a United
States person for U.S. federal income tax purposes or if a U.S.
court can exercise primary supervision over its administration,
and one or more United States persons have the authority to
control all of its substantial decisions.
A non-U.S. holder is a beneficial owner of exchangeable shares or
Maverick common stock, as the case may be, other than a U.S. holder.
The tax consequences to the following parties are not addressed in this
description:
o persons that may be subject to special tax treatment such as
financial institutions, real estate investment trusts, tax-exempt
organizations, qualified retirement plans, individual retirement
accounts, regulated investment companies, insurance companies,
and brokers and dealers or traders in securities or currencies;
o persons who acquired exchangeable shares pursuant to an exercise
of employee stock options or rights or otherwise as compensation;
o persons having a functional currency for U.S. federal income tax
purposes other than the U.S. dollar;
o persons that hold or will hold exchangeable shares or Maverick
common stock, as the case may be, as part of a position in a
straddle or as part of a hedging or conversion transaction;
o persons that own, or are deemed to own, 5% or more, by voting
power or value, of the outstanding stock of Maverick Canada or
Maverick, as the case may be; and
o persons subject to the alternative minimum tax.
U.S. holders who do not maintain a substantial presence, permanent home
or habitual abode in the U.S. or whose personal and economic relations are not
closer to the U.S. than to any other country (other than Canada) may be unable
to benefit from the provisions described herein of the Canada-U.S. Tax
Convention. These holders should consult their own tax advisors concerning the
availability of benefits under the Canada-U.S. Tax Convention.
No statutory, judicial, or administrative authority exists which
directly addresses some of the U.S. federal income tax consequences of the
issuance and ownership of instruments and rights comparable to the exchangeable
shares and the related rights. Therefore, some aspects of the U.S. federal
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income tax treatment of the exchange of exchangeable shares for shares of
Maverick common stock are not certain. No advance income tax ruling has been
sought or obtained from the IRS regarding any of the tax consequences of the
exchange of exchangeable shares for shares of Maverick common stock.
This description does not address aspects of U.S. taxation other than
U.S. federal income taxation, nor does it address all aspects of U.S. federal
income taxation that may be applicable to particular holders. In addition, this
description does not address the U.S. state or local tax consequences or the tax
consequences in jurisdictions other than the U.S. of the exchange of
exchangeable shares for shares of Maverick common stock.
Holders are urged to consult their tax advisors with respect to the
U.S. federal, state, and local tax consequences and the non-U.S. tax
consequences of the exchange of exchangeable shares for shares of Maverick
common stock and the ownership of shares of Maverick common stock.
United States Holders.
Tax treatment of the initial exchange. Gallop, Johnson & Neuman, L.C.
has given its legal opinion that, although not free from doubt, it is more
likely than not that U.S. holders of Prudential common shares that exchange
their Prudential common shares for exchangeable shares will not recognize gain
or loss on that exchange for U.S. federal income tax purposes. There is,
however, no direct authority addressing the proper treatment of that initial
exchange for U.S. federal income tax purposes, and, therefore, Gallop, Johnson &
Neuman, L.C.'s opinion regarding the initial exchange and the conclusions
contained in the discussion below regarding the exchange of exchangeable shares
for shares of Maverick common stock are subject to significant uncertainty. For
instance, the IRS may challenge a U.S. holder's assertion that the initial
exchange of Prudential common shares for exchangeable shares gives rise to no
gain or loss for U.S. federal income tax purposes and a court may agree with the
IRS. Accordingly, we cannot give any assurance that the exchange of exchangeable
shares for shares of Maverick Common Stock will result in the tax consequences
described below.
Consequences if the Initial Exchange of Prudential Common Shares for
Exchangeable Shares Is Tax-Free.
Assuming that the initial exchange of Prudential common shares for
exchangeable shares does not constitute a taxable transaction for U.S. federal
income tax purposes, the following U.S. federal income tax consequences should
apply to the exchange of exchangeable shares for shares of Maverick common
stock. A U.S. holder that exchanges exchangeable shares for shares with Maverick
(and not with a subsidiary of Maverick) for shares of Maverick common stock,
including an exchange upon the occurrence of an automatic redemption date,
arguably could take the position that no gain or loss is recognized on the
exchange on the grounds that the initial exchange of Prudential common shares
for exchangeable shares was made pursuant to a tax-free reorganization under
Section 368(a)(1)(B) of the U.S. Code in which the exchangeable shares, in
substance, constituted Maverick common stock, and, therefore, the exchange of
the exchangeable shares for shares of Maverick common stock is not a taxable
event. In that case, the aggregate tax basis of the Maverick common stock
received pursuant to the exchange by the U.S. holder of exchangeable shares
should equal the holder's aggregate adjusted tax basis in the exchangeable
shares surrendered pursuant to the exchange, and the holding period of the
Maverick common stock received by the U.S. holder of exchangeable shares
pursuant to the exchange should include the holding period of the exchangeable
shares surrendered in the exchange, which, in turn, should include the holding
period of any Prudential common shares exchanged in the initial exchange,
provided that the Prudential common shares and exchangeable shares have been
held as capital assets immediately prior to the initial exchange and the
subsequent exchange, respectively.
If, however, the initial exchange of Prudential common shares for
exchangeable shares is considered to be made pursuant to a transaction described
in Section 351(a) of the U.S. Code in which the transferee corporation is
Maverick Canada, then, subject to the discussion below, a U.S. holder that
exchanges exchangeable shares for shares of Maverick common stock, including an
exchange upon the occurrence of an automatic redemption date, may be required to
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recognize gain or loss equal to the difference between the fair market value of
the shares of Maverick common stock received at the time of the exchange and the
U.S. holder's aggregate adjusted tax basis in the exchangeable shares exchanged.
In that case, the gain or loss, if any, will be capital gain or loss if the
exchangeable shares are held as a capital asset at the time of the exchange,
except that, with respect to any amount representing accrued but unpaid
dividends on the exchangeable shares, ordinary income may be recognized by the
holder thereof. In the case of a noncorporate U.S. holder of exchangeable shares
that receives Maverick common stock on the exchange, generally the maximum U.S.
federal income tax rate applicable to any capital gain recognized on the
exchange will be lower than the maximum U.S. federal income tax rate applicable
to ordinary income if the holder's holding period for the exchangeable shares,
which should include the holding period of any Prudential common shares
exchanged in the initial exchange, provided that the Prudential common shares
have been held as capital assets immediately prior to the initial exchange,
exceeds one year. The deductibility of capital losses is subject to limitations.
The U.S. holder's tax basis in the shares of Maverick common stock will be the
fair market value of the shares of Maverick common stock received by the U.S.
holder in the exchange, and the holding period will begin on the day after the
exchange.
For U.S. federal income tax purposes, any gain recognized by a U.S.
holder on the exchange of exchangeable shares for shares of Maverick common
stock generally will be treated as U.S. source gain, except that, under the
terms of the Canada-U.S. Tax Convention, the gain may be treated as sourced in
Canada. Any Canadian tax imposed on the gain generally will be available as a
credit against U.S. federal income taxes, subject to applicable limitations. A
U.S. holder that is ineligible for a foreign tax credit with respect to any
Canadian tax paid may be entitled to deduct the Canadian tax in computing U.S.
taxable income.
In view of this possibility of recognizing gain or loss upon the
exchange of the exchangeable shares for shares of Maverick common stock, U.S.
holders may wish to consider delaying the exchange until the time when they
intend to dispose of the shares of Maverick common stock receivable in exchange
for their exchangeable shares or, as discussed below, until the time when
Maverick will own at least 80% of all the then issued and outstanding
exchangeable shares either at the time of or as a result of the exchange.
Assuming that the initial exchange of Prudential common shares for
exchangeable shares is considered to be made pursuant to a transaction described
in Section 351(a) of the U.S. Code in which the transferee corporation is
Maverick Canada, the exchange by a U.S. holder of exchangeable shares for shares
of Maverick common stock may be characterized as a tax-free exchange under
limited circumstances. An exchange of exchangeable shares for shares of Maverick
common stock generally may be characterized as a tax-free exchange if: at least
80% of the then outstanding exchangeable shares (and other shares, if any, of
Maverick Canada) are held by Maverick either at the time of or as a result of
the exchange; and in the exchange, Maverick, rather than Maverick Canada or any
other subsidiary of Maverick, acquires the exchangeable shares in exchange for
shares of Maverick common stock pursuant to the exercise of its call rights. In
any case, the exchange would not be tax-free unless some other requirements are
satisfied, which, in turn, will depend upon facts and circumstances existing at
the time of the exchange and cannot be accurately predicted as of the date of
this prospectus. If the exchange did qualify as a tax-free exchange, a U.S.
holder's aggregate tax basis in the shares of Maverick common stock received
would be equal to the holder's aggregate adjusted tax basis in the exchangeable
shares exchanged. The holding period of the shares of Maverick common stock
received by the U.S. holder should include the holding period of the
exchangeable shares exchanged, which, in turn, should include the holding period
of any Prudential common shares exchanged in the initial exchange, provided that
the Prudential common shares and exchangeable shares have been held as capital
assets immediately prior to the initial exchange and the subsequent exchange,
respectively.
Consequences if the Initial Exchange of Prudential Common Shares for
Exchangeable Shares and the Related Rights Is Taxable.
Assuming that the initial exchange of Prudential common shares for
exchangeable shares and the related rights constitutes a taxable transaction for
U.S. federal income tax purposes, the following U.S. federal income tax
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consequences should apply to the exchange of exchangeable shares and the related
rights for shares of Maverick common stock. However, depending on the underlying
reason why the exchange of Prudential common shares for the exchangeable shares
and the related rights constituted a taxable transaction for U.S. federal income
tax purposes, the exercise of a U.S. holder's rights to exchange exchangeable
shares and the related rights for shares of Maverick common stock arguably may
be characterized as a tax-deferred exchange under limited circumstances. See
"Consequences if the Initial Exchange of Prudential Common Shares for
Exchangeable Shares is Tax-Free," above. A U.S. holder that exchanges
exchangeable shares and the related rights for shares of Maverick common stock,
including an exchange upon the occurrence of an automatic redemption date,
generally will recognize gain or loss on the receipt of the shares of Maverick
common stock in exchange for the exchangeable shares and the related rights. The
gain or loss will be equal to the difference between the fair market value of
the shares of Maverick common stock at the time of the exchange and the U.S.
holder's aggregate adjusted tax basis in the exchangeable shares and the related
rights exchanged. The gain or loss, if any, will be capital gain or loss if the
exchangeable shares are held as a capital asset at the time of the exchange,
except that, with respect to any declared but unpaid dividends on the
exchangeable shares, ordinary income may be recognized by the holder of the
exchangeable shares. In the case of a noncorporate U.S. holder, generally the
maximum marginal U.S. federal income tax rate applicable to any capital gain
recognized on the exchange will be lower than the maximum marginal U.S. federal
income tax rate applicable to ordinary income if the U.S. holder's holding
period for the exchangeable shares and the related rights exceeds one year at
the time of the exchange. A U.S. holder's tax basis in the shares of Maverick
common stock will equal the fair market value of the shares of Maverick common
stock received by the U.S. holder in the exchange and the holder's holding
period will begin on the day after the date that the U.S. holder received the
shares of Maverick common stock.
For U.S. federal income tax purposes, any gain recognized by a U.S.
holder on the exchange of exchangeable shares and the related rights for shares
of Maverick common stock generally will be treated as U.S. source gain, except
that, under the terms of the Canada-U.S. Tax Convention, the gain may be treated
as sourced in Canada. Any Canadian tax imposed on the gain generally will be
available as a credit against U.S. federal income taxes, subject to applicable
limitations. A U.S. holder that is ineligible for a foreign tax credit with
respect to any Canadian tax paid may be entitled to deduct the Canadian tax in
computing U.S. taxable income.
Non-U.S. Holders.
Subject to the discussion below under "Backup Withholding Tax and
Information reporting requirements", a non-U.S. holder generally will not be
subject to U.S. federal income tax on gain, if any, recognized on the exchange
of exchangeable shares for shares of Maverick common stock or on the sale of
shares of Maverick common stock, unless the gain is effectively connected with a
U.S. trade or business of the holder or, in the case of gains recognized by an
individual, the individual is present in the U.S. for 183 days or more in the
taxable year of disposition, and some other conditions are satisfied.
Subject to the discussion below under "Backup Withholding Tax and
Information reporting requirements", dividends, unless effectively connected
with a U.S. trade or business, received by non-U.S. holders with respect to the
Maverick common stock generally will be subject to U.S. withholding tax at a
rate of 30%, which rate may be subject to reduction by an applicable income tax
treaty. This reduction generally would result in a withholding tax of 15% on
dividends paid to eligible residents of Canada under the Canada-U.S. Tax
Convention.
Backup Withholding Tax and Information Reporting Requirements.
U.S. backup withholding tax and information reporting requirements
generally apply to some payments to holders of stock other than exempt
recipients. Information reporting generally will apply to payments of dividends
on, and to proceeds from the sale or redemption of, Maverick common stock by a
payor or middleman to a holder of Maverick common stock other than an exempt
recipient. Exempt recipients include corporations, payees that are not United
States persons and that provide an appropriate certification and some other
persons. A payor or middleman will be required to withhold 31% of any payments
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of dividends on, and to proceeds from the sale or redemption of, Maverick common
stock, unless the holder is an exempt recipient, if the holder fails to furnish
its correct taxpayer identification number or otherwise fails to comply with the
backup withholding tax requirements. However, dividends paid to non-U.S. holders
outside the United States that are subject to the 30% withholding tax or a
reduced rate under a United States income tax treaty will be exempt from backup
withholding tax.
Income tax regulations effective January 1, 2001, would modify some of
the rules discussed above generally with respect to payments on Maverick common
stock made after December 31, 2000. In particular, in the case of payments by a
payor or middleman to a foreign partnership, other than payments to a foreign
partnership that qualifies as a withholding foreign partnership within the
meaning of these income tax regulations and payments to a foreign partnership
that are effectively connected with the conduct of a trade or business in the
U.S., the partners of the partnership will be required to provide the
certification discussed above in order to establish an exemption from backup
withholding tax and information reporting requirements. Moreover, a payor or
middleman may rely on a certification provided by a non-U.S. holder only if the
payor or middleman does not have actual knowledge or a reason to know that any
information or certification stated in the certificate is unreliable.
The discussion of the U.S. federal income tax consequences set forth
above is for general information only and does not purport to be a complete
analysis or listing of all potential tax effects that may apply to a holder of
exchangeable shares that exchanges those shares for shares of Maverick common
stock. Holders of exchangeable shares are strongly urged to consult their own
tax advisors to determine the particular tax consequences to them of the
exchange, including the application and effect of U.S. federal, state, local and
other tax laws.
LEGAL MATTERS
The validity of the shares of our common stock will be passed upon for
us by Gallop, Johnson & Neuman, L.C. Certain U.S. federal income tax matters
have been passed upon by Gallop, Johnson & Neuman, L.C. and certain Canadian
federal income tax matters have been passed upon by McCarthy Tetrault, Toronto,
Ontario.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference in our
Annual Report on Form 10-K for the year ended September 30, 1999, as set forth
in their report, which is incorporated by reference in this prospectus. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
The financial statements of Prudential Steel Ltd., as at December 31,
1999 and 1998 and for each of the years in the three year period ended December
31, 1999 have been included in the proxy statement on Schedule 14A filed August
11, 2000 which, as an exhibit to the Form 8-K dated August 30, 2000, has been
incorporated by reference in this prospectus in reliance upon the report of
Ernst & Young LLP, independent chartered accountants, and upon their authority
as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus does not contain all the information set forth in the
registration statement filed with the SEC, parts of which are omitted in
accordance with the rules and regulations of the SEC. For more information on us
and the securities covered by this prospectus you should see the registration
statement and the exhibits and schedules. Any statement made in this prospectus
concerning the provisions of the documents may be incomplete, and you should
refer to the copy of the documents filed as an exhibit to the registration
statement with the SEC.
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We file annual, quarterly and special reports, proxy statements and
other information with the SEC. These filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may obtain
information on the operation of the SEC's public reference rooms by calling the
SEC at 1-800-SEC-0330. You may also read and copy any document we file at these
rooms located at:
o Fifth Street, N.W., Washington, DC 20549;
o 7 World Trade Center, New York, NY 10048; and
o Citicorp Center, 500 W. Madison St., Chicago, IL 60661.
You can also inspect these materials at the New York Stock Exchange at
20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file
with them, 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 we file with the SEC after
the date of this prospectus will automatically update and supersede this
information.
We incorporate by reference the following documents and any future
filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
until our offering is complete:
o our Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
o our Quarterly Reports on Form 10-Q for the periods ended June 30,
2000, March 31, 2000 and December 31, 1999;
o our Current Report on Form 8-K filed with the SEC on June 12,
2000;
o our Current Report on Form 8-K filed with the SEC on August 30,
2000, to which the proxy statement, filed with the SEC on August
11, 2000, is filed as an exhibit; and
o the description of our common stock and our preferred share
purchase rights contained in our Registration Statement on Form
8-A filed with the SEC on August 31, 2000.
On request, we will provide without charge a copy of any or all of the
above documents incorporated by reference (other than exhibits to documents,
unless the exhibits are specifically incorporated by reference into the
documents that this prospectus incorporates). Send your written or oral requests
to: Barry R. Pearl, Corporate Secretary, Maverick Tube Corporation, 16401
Swingley Ridge Road, Suite 700, Chesterfield, Missouri, 63017, telephone: (636)
733-1600.
You should rely only on the information we incorporate by reference or
provide in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of the securities in any jurisdiction where the offer is not permitted by
law. 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses (except for the SEC
registration fee), other than underwriting discounts and commissions, to be
incurred in connection with the issuance and distribution of the securities
registered under this Registration Statement:
SEC registration fee............................... $101,324 *
Fees and expenses of qualification under state
securities laws (including legal fees)........... 5,000
Printing and engraving expenses.................... 50,000
Legal fees and expenses............................ 15,000
Accounting fees and expenses....................... 5,000
Miscellaneous...................................... 3,676
----------
Total.............................................. $180,000
=============
---------------
* offset by the fee of $84,026, which was paid with respect to the
preliminary proxy statement filed on July 7, 2000, in connection with
this transaction.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement in connection with specified actions, suits,
proceedings whether civil, criminal, administrative, or investigative, other
than a derivative action by or in the right of the corporation, if they acted in
good faith and in a manner they 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 their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification extends only to expenses, including attorneys' fees, incurred in
connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement, or otherwise.
Article Eleventh of our certificate of incorporation requires that
Maverick indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145. It also provides that expenses incurred
by an officer or director of Maverick or any of its direct or indirect wholly
owned subsidiaries, in defending a civil or criminal action, suit or proceeding,
will be paid by us in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such officer,
director, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by Maverick as authorized.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as our board of directors deems appropriate.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for:
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o any breach of the director's duty of loyalty to the corporation
or its stockholders;
o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o payment of unlawful dividends or unlawful stock purchases or
redemptions; or
o any transaction from which the director derived an improper
personal benefit.
Article Tenth of our certificate of incorporation provides that to the
full extent that the DGCL, as it now exists or may hereafter be amended, permits
the limitation or elimination of the liability of directors, a director of
Maverick shall not be liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or repeal of Article 13
shall not adversely affect any right or protection of a director of Maverick for
or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
We maintain a claims-made policy of directors' and officers' liability
and company reimbursement insurance. The directors' and officers' liability
portion of such policy covers all of our directors and officers and those of our
subsidiary companies, more than 50 percent of the outstanding voting stock or
equity interests of which is directly or indirectly owned by us. The policy
provides for a payment on behalf of the directors and officers up to the policy
limits for all specified losses which the directors and officers, or any of
them, become legally obligated to pay, from claims made against them during the
policy period for specified wrongful acts, which include: errors, misstatements,
misleading statements, acts or omissions and neglect or breach of duty in the
discharge of their duties, solely in their capacity as directors and officers of
Maverick or a subsidiary of ours, individually or collectively, or in connection
with any matter claimed against them solely by reason of their being directors
or officers of Maverick or our subsidiary. The insurance includes the cost of
defenses, appeals, bonds, settlements and judgments. The insurer's limit of
liability under the policy is $5,000,000 in the aggregate for all losses per
year. The policy contains various reporting requirements and exclusions. We also
maintain a claims-made policy which provides coverage for us, and our directors
and officers, against loss, liability, cost or expense incurred under the
federal securities laws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Combination Agreement by and between Maverick Tube Corporation
and Prudential Steel Ltd. dated effective as of June 11, 2000
(filed as Annex B to our definitive proxy statement filed on
August 11, 2000) (File No. 001-10651) ("2000 Proxy
Statement"), which such proxy statement is filed as exhibit
99.1 to our Current Report on Form 8-K dated August 30, 2000
(the "Form 8-K"), and thereby incorporated herein by
reference).
2.2 Form of Plan of Arrangement involving and affecting Prudential
Steel Ltd. and the holders of its common shares and options
(included as Annex D to our 2000 Proxy Statement, which such
proxy statement is filed as exhibit 99.1 to our Form 8-K, and
thereby incorporated herein by reference).
4.1 Form of Share Capital and other Provisions to be Included in
the Articles of Incorporation of Maverick Canada (included as
Annex E to our 2000 Proxy Statement, which such proxy
statement is filed as exhibit 99.1 to our Form 8-K, and
thereby incorporated herein by reference).
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4.2 Form of Support Agreement by and between Maverick and Maverick
Canada to be dated as of the date of closing of our
acquisition of Prudential (included as Annex F to our 2000
Proxy Statement, which such proxy statement is filed as
exhibit 99.1 to our Form 8-K, and thereby incorporated herein
by reference).
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
8.1 Opinion of McCarthy Tetrault.
8.2 Opinion of Gallop, Johnson & Neuman, L.C.
9.1 Form of Voting and Exchange Trust Agreement by and between
Maverick and Maverick Canada to be dated as of the date of
closing of our acquisition of Prudential (included as Annex G
to our 2000 Proxy Statement, which such proxy statement is
filed as exhibit 99.1 to our Form 8-K, and thereby
incorporated herein by reference).
23.1 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit
5.1).
23.2 Consent of McCarthy Tetrault (included in Exhibit 8.1).
23.3 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit
8.2).
23.4 Consent of Ernst & Young LLP.
23.5 Consent of Ernst & Young LLP.
23.6 Consent of Bennett Jones LLP.
23.7 Consent of Dorsey & Whitney LLP.
24.1 Powers of Attorney
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
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reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, 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 of 1933 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 any 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 of whether or not such indemnification is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Maverick
Tube Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri on August 31, 2000.
MAVERICK TUBE CORPORATION
By: /s/ Gregg M. Eisenberg
------------------------------------
Gregg M. Eisenberg, Chairman of the
Board, 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.
August 31, 2000 /s/ Gregg M. Eisenberg
------------------------------------
Gregg M. Eisenberg, Chairman,
President and Chief Executive
Officer and Director
*
August 31, 2000 ------------------------------------
Barry R. Pearl, Vice President
Finance and Administration
(Principal Financial and
Accounting Officer)
*
August 31, 2000 ------------------------------------
William E. Macaulay, Director
, 2000
---------------------- ------------------------------------
John M. Fox, Director
, 2000
---------------------- ------------------------------------
C. Robert Bunch, Director
*
August 31, 2000 ------------------------------------
C. Adams Moore, Director
*
August 31, 2000 ------------------------------------
David H. Kennedy, Director
*
August 31, 2000 ------------------------------------
Wayne P. Mang, Director
* By: /s/ Gregg M. Eisenberg
-----------------------------
Gregg M. Eisenberg
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Combination Agreement by and between Maverick Tube
Corporation and Prudential Steel Ltd. dated effective as of
June 11, 2000 (filed as Annex B to our definitive proxy
statement filed on August 11, 2000) (File No. 001-10651)
("2000 Proxy Statement"), which such proxy statement is
filed as exhibit 99.1 to our Current Report on Form 8-K
dated August 30, 2000 (the "Form 8-K"), and thereby
incorporated herein by reference).
2.2 Form of Plan of Arrangement involving and affecting
Prudential Steel Ltd. and the holders of its common shares
and options (included as Annex D to our 2000 Proxy
Statement, which such proxy statement is filed as exhibit
99.1 to our Form 8-K, and thereby incorporated herein by
reference).
4.1 Form of Share Capital and other Provisions to be Included in
the Articles of Incorporation of Maverick Canada (included
as Annex E to our 2000 Proxy Statement, which such proxy
statement is filed as exhibit 99.1 to our Form 8-K, and
thereby incorporated herein by reference).
4.2 Form of Support Agreement by and between Maverick and
Maverick Canada to be dated as of the date of closing of our
acquisition of Prudential (included as Annex F to our 2000
Proxy Statement, which such proxy statement is filed as
exhibit 99.1 to our Form 8-K, and thereby incorporated
herein by reference).
5.1 * Opinion of Gallop, Johnson & Neuman, L.C.
8.1 ** Opinion of McCarthy Tetrault.
8.2 ** Opinion of Gallop, Johnson & Neuman, L.C.
9.1 Form of Voting and Exchange Trust Agreement by and between
Maverick and Maverick Canada to be dated as of the date of
closing of our acquisition of Prudential (included as Annex
G to our 2000 Proxy Statement, which such proxy statement is
filed as exhibit 99.1 to our Form 8-K, and thereby
incorporated herein by reference).
23.1 * Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 5.1).
23.2 ** Consent of McCarthy Tetrault (included in Exhibit 8.1).
23.3 ** Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 8.2).
23.4 ** Consent of Ernst & Young LLP.
23.5 ** Consent of Ernst & Young LLP.
23.6 ** Consent of Bennett Jones LLP.
23.7 ** Consent of Dorsey & Whitney LLP.
24.1* Powers of Attorney.
--------------------------
* Previously filed.
** Filed herewith.
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