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Filed Pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended
Commission File Nos. 333-22211 and 333-43267
Pricing Supplement dated January 15, 1998
(To Prospectus dated January 7, 1998 and
Prospectus Supplement dated January 12, 1998)
LIBERTY PROPERTY LIMITED PARTNERSHIP
Medium-Term Notes
Due Nine Months or More from Date of Issue
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<TABLE>
<S> <C> <C>
Trade Date: January 15, 1998 Original Interest Rate: Prior to January 15, 2003 -- 6.375%
Issue Date: January 22, 1998 On and after January 15, 2003, as
described on the Attachment, under "Interest Rate
and Interest Payment Dates"
Principal Amount: $75,000,000
Issue Price: 99.552%
Agent's Commission: 0.600%
Net Proceeds to Issuer: 102.452%(1)
Maturity Date: January 15, 2013, Form: [X] Book-Entry [ ] Certificated
subject to mandatory repayment of principal Interest Payment Dates: January 15 and July 15 of
to existing holders pursuant to the Call each year, commencing July 15, 1998
Option and Put Option on January 15,
2003, described on the Additional Terms
Attachment to this Pricing Supplement
(the "Attachment")
</TABLE>
CUSIP No.: 531 17 EAC2
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(1) Includes the consideration for the Notes and compensation for the Call
Option.
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<TABLE>
<S> <C>
Call Option: The Notes may be called by the Repayment/Put Option:
Callholder prior to maturity, as The Notes may be repaid pursuant to
described on the Attachment under "Call the Put Option prior to maturity as
Option; Put Option" described on the Attachment under
"Call Option; Put Option"
</TABLE>
Original Issue Discount Note: [ ] Yes [X] No
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Agent: UBS Securities LLC
Agent acting in the capacity as indicated below:
[ ] Agent [X] Principal
If as principal:
[X] The Notes are being offered at varying prices related to prevailing
market prices at the time of resale.
[ ] The Notes are being offered at a fixed initial public offering
price of % of principal amount. See "Underwriting" on the
Attachment.
Other Provisions: See the Attachment
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES (AS DEFINED
BELOW). SUCH TRANSACTIONS MAY INCLUDE STABILIZING THE PURCHASE OF NOTES TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING" IN THIS PRICING SUPPLEMENT AND "PLAN OF
DISTRIBUTION" IN THE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.
ADDITIONAL TERMS ATTACHMENT
This Additional Terms Attachment constitutes a part of the Pricing
Supplement, dated January 15, 1998, of Liberty Property Limited Partnership (the
"Company") and contains a description of additional terms and provisions
applicable to the Putable/Callable Notes ("Notes") due January 15, 2013 of the
Company, which represent a series of Medium-Term Notes Due Nine Months or More
from Date of Issue of the Company. The Notes are described in the Prospectus
Supplement and the accompanying Prospectus for the Medium-Term Notes Due Nine
Months or More from Date of Issue referenced above, and reference is made
thereto for a detailed summary of additional provisions of the Notes. The Notes
are Fixed Rate Notes as described in the Prospectus Supplement, subject to and
as modified by the Coupon Reset Process (as defined below) and other provisions
described below. The following description of the terms of the Notes supplements
and, to the extent inconsistent therewith, replaces, the description of the
general terms of the Securities (as defined in the Indenture (as defined below))
set forth in the Prospectus Supplement and the accompanying Prospectus, to which
description reference is made. Capitalized terms used but undefined herein shall
have the meanings given such terms in such Prospectus and Prospectus Supplement.
SUPPLEMENTAL DESCRIPTION OF THE NOTES
INTEREST RATE AND INTEREST PAYMENT DATES
The Notes will bear interest at the rate of 6.375% per annum from the date
of issuance to January 15, 2003 (the "Coupon Reset Date"). Union Bank of
Switzerland, London Branch, is the "Callholder" with respect to the Notes. If
the Callholder elects to purchase the Notes pursuant to the Call Option (as
defined below), the Calculation Agent (as defined below) will reset the interest
rate effective on the Coupon Reset Date, pursuant to the Coupon Reset Process
(as defined below) described below. In such circumstance, (i) the Notes will be
purchased by the Callholder, in whole but not in part, at 100% of the principal
amount thereof on the Coupon Reset Date, on the terms and subject to the
conditions described herein, and (ii) on and after the Coupon Reset Date, the
Notes will bear interest at the rate (the "Coupon Reset Rate") determined by the
Calculation Agent in accordance with the procedures set forth below (the "Coupon
Reset Process"). See "Coupon Reset Process" below.
If the Callholder for any reason does not purchase the Notes on the Coupon
Reset Date, the Indenture Trustee (as defined below) will be required pursuant
to the Indenture to exercise the Put Option (as defined below) without the
consent of, or notice to, the holders of the Notes and, upon such exercise, the
Company will be required on the Coupon Reset Date to repurchase the Notes from
the holders thereof at 100% of the principal amount thereof. See "Call Option;
Put Option" below.
Interest will be payable on the Notes semi-annually on January 15 and July
15 of each year (each, an "Interest Payment Date"), commencing July 15, 1998, to
the persons in whose name the Notes are registered on the fifteenth calendar day
(whether or not a Business Day(as defined below)) immediately preceding the
related Interest Payment Date (each, a "Record Date"). Interest will be
calculated based on a 360-day year consisting of twelve 30-day months. "Business
Day" means any day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or obligated by law,
executive order or governmental decree to be closed.
The Notes will be issued in denominations of $1,000 and integral multiples
thereof.
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MATURITY DATE
The Notes will mature on January 15, 2013 (the "Final Maturity Date"). On
the Coupon Reset Date, the holders of the Notes will be entitled to receive 100%
of the principal amount thereof from either (i) the exercise by the Callholder
of the Call Option or (ii) in the event the Callholder does not exercise the
Call Option or fails for any reason to pay the Call Price (as defined below) to
the Indenture Trustee when required, the exercise by the Indenture Trustee for
and on behalf of the holders of the Notes of the Put Option. The Indenture
Trustee will exercise the Put Option without the consent of, or notice to, the
holders of the Notes.
The principal amount of Notes will be $75,000,000 (the "Principal Amount")
and the Notes will be issuable only in registered form.
GLOBAL SECURITIES
The Notes will initially be represented by global securities deposited
with, or on behalf of, The Depository Trust Company ("DTC") and will not be
issued as individual definitive securities to their purchasers. Consequently,
unless and until such individual definitive securities are issued, such
purchasers will not be recognized as holders of the Notes under the Indenture,
dated as of October 24, 1997, between the Company and The First National Bank of
Chicago (the "Indenture Trustee"), as supplemented by the First Supplemental
Indenture, dated as of October 24, 1997, between the Company and the Indenture
Trustee and the Second Supplemental Indenture, dated as of January 12, 1998,
between the Company and the Indenture Trustee (collectively, the "Indenture")
and DTC will be the sole holder for all purposes under the Indenture and the
Notes. Hence, until such time, such purchasers will only be able to exercise the
rights of holders of the Notes indirectly through DTC and its respective
participating organizations and, as a result, the ability of any such purchaser
to pledge the Notes to persons or entities that do not participate in DTC's
system, or to otherwise act with respect to the Notes, may be limited. See
"Description of Debt Securities -- Book-Entry System" in the accompanying
Prospectus.
CALL OPTION; PUT OPTION
Pursuant to the terms of the Notes, the Callholder has the right to
purchase the Notes in whole but not in part on the Coupon Reset Date (the "Call
Option"), at a price equal to 100% of the principal amount thereof, by giving
notice to the Indenture Trustee (the "Call Notice"). In the event of exercise of
the Call Option, then (i) not later than 2:00 p.m. New York time on the Business
Day prior to the Coupon Reset Date, the Callholder shall deliver the Call Price
in immediately available funds to the Indenture Trustee for payment of the Call
Price on the Coupon Reset Date and (ii) the holders of the Notes shall be
required to deliver the Notes to the Callholder against payment therefor on the
Coupon Reset Date through the facilities of DTC. Such Call Notice shall be given
to the Indenture Trustee, in writing, no later than 15 calendar days prior to
the Call Date.
If the Callholder elects to exercise the Call Option, the obligation of the
Callholder to pay the Call Price is subject to the conditions precedent that,
(i) since the date of the Call Notice, no Event of Default (as defined in the
Indenture), or any event which, with the giving of notice or passage of time, or
both, would constitute an Event of Default, with respect to the Notes shall have
occurred and be continuing; (ii) no Market Disruption Event (as defined below)
shall have occurred; and (iii) two or more Dealers shall have provided timely
Bids (as defined below) in the manner described under "Coupon Reset Process." No
holder of Notes shall have any rights or claims against the Callholder as a
result of the Callholder not purchasing the Notes. No holder has the right to
consent or object to the Indenture Trustee's duty to exercise the Put Option.
If the Call Option has not been exercised, or in the event the Callholder
is not required or fails to deliver the Call Price to the Indenture Trustee not
later than 2:00 p.m. New York time on the Business Day prior to the Coupon Reset
Date, the Indenture Trustee will be required for and on behalf of the holders of
the Notes to exercise the option to put the Notes to the Company pursuant to the
Put Option under the terms of the Notes (the "Put Option"). Upon exercise of the
Put Option, the Company will be required to purchase all of the Notes on the
Coupon Reset Date, at a purchase price equal to 100% of the entire principal
amount thereof (the "Put Redemption Price"). The Put Option will be exercised
automatically by the Indenture Trustee, on
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<PAGE> 4
behalf of the holders, if the Call Option has not been exercised. If the
Indenture Trustee exercises the Put Option, the Company will deliver the Put
Redemption Price to the Indenture Trustee, together with the accrued and unpaid
interest due on the Coupon Reset Date, by no later than 12:00 noon New York time
on the Coupon Reset Date and the holders of Notes will be required to deliver
the Notes to the Company against payment therefor on the Coupon Reset Date
through the facilities of DTC.
COUPON RESET PROCESS
Pursuant to the Indenture, UBS Securities LLC has been appointed the
"Calculation Agent" for the Notes under the Indenture. If the Callholder has
exercised the Call Option as set forth above under "Call Option; Put Option,"
the Company and the Calculation Agent shall complete the following steps in
order to determine the interest rate to be paid on the Notes from and including
such Coupon Reset Date to the Final Maturity Date. The Company and the
Calculation Agent shall use reasonable efforts to cause the actions contemplated
below to be completed in as timely a manner as possible.
(a) The Company shall provide the Calculation Agent with a list (the
"Dealer List"), no later than four Business Days prior to the Coupon Reset Date,
containing the names and addresses of five dealers, one of which shall be UBS
Securities LLC or its successor as Calculation Agent, from which it desires the
Calculation Agent to obtain the Bids (as defined below) for the purchase of the
Notes.
(b) Within one Business Day following receipt by the Calculation Agent of
the Dealer List, the Calculation Agent shall provide to each dealer (each, a
"Dealer") on the Dealer List (i) a copy of the Pricing Supplement dated January
15, 1998 relating to the offering of the Notes and the Prospectus Supplement
dated January 12, 1998, which includes the Prospectus dated January 7, 1998,
(ii) a copy of the form of Notes and (iii) a written request that each Dealer
submit a Bid to the Calculation Agent by 12:00 noon New York time (the "Bid
Deadline") on the third Business Day prior to the Coupon Reset Date (the "Bid
Date"). "Bid" shall mean an irrevocable written offer given by a Dealer for the
purchase settling on the Coupon Reset Date, and shall be quoted by such Dealer
as a stated yield to maturity on the Notes (the "Yield to Maturity"). Each
Dealer shall be provided with (i) the name of the Company, (ii) an estimate of
the Purchase Price (as defined below) (which shall be stated as a United States
dollar amount and be calculated by the Calculation Agent in accordance with
clause (c) below, (iii) the principal amount and maturity of the Notes and (iv)
the method by which interest will be calculated on the Notes.
(c) The purchase price to be paid by any Dealer for the Notes (the
"Purchase Price") shall be equal to (i) the principal amount of the Notes plus
(ii) a premium (the "Notes Premium") which shall be equal to the excess, if any,
of (A) the discounted present value to the Coupon Reset Date of a bond, which is
a United States Treasury Security, with a maturity of January 15, 2013 which has
an interest rate of 5.45%, semi-annual interest payments on each January 15 and
July 15, commencing July 15, 2003, and a principal amount of $75,000,000, and
assuming a discount rate equal to the Treasury Rate (as defined below) over (B)
$75,000,000. "Treasury Rate" means the per annum rate equal to the offer side
yield to maturity of the current on-the-run 10-year United States Treasury
Security per Telerate page 500 at 11:00 a.m. New York time on the Bid Date (or
such other date that may be agreed upon by the Company and the Calculation
Agent) or, if such rate does not appear on Telerate page 500 at such time, the
rates on GovPx End-of-Day Pricing at 3:00 p.m. New York time on the Bid Date.
(d) Following receipt of the Bids, the Calculation Agent shall provide
written notice to the Company, setting forth (i) the names of each of the
Dealers from whom the Calculation Agent received Bids on the Bid Date, (ii) the
Bid submitted by each such Dealer and (iii) the Purchase Price as determined
pursuant to paragraph (c) hereof. Except as provided below, the Calculation
Agent shall thereafter select from the five Bids received the Bid with the
lowest Yield to Maturity (the "Selected Bid") and establish the Coupon Reset
Rate equal to the interest rate which would amortize the Notes Premium fully
over the term of the Notes at the Yield to Maturity indicated by the Selected
Bid, provided, however, that if the Calculation Agent has not received a Bid
from a Dealer by the Bid Deadline on the Bid Date, the Selected Bid shall be the
lowest of all Bids received by such time and provided, further that if any two
or more of the lowest Bids submitted are
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<PAGE> 5
equivalent, the Company shall in its sole discretion select any of such
equivalent Bids (and such selected Bid shall be the Selected Bid).
(e) Immediately after calculating the Coupon Reset Rate, the Calculation
Agent shall provide written notice to the Company and the Indenture Trustee
setting forth such Coupon Reset Rate. The Company shall thereafter establish the
Coupon Reset Rate as the new interest rate on the Notes, effective from and
including the Coupon Reset Date, by delivery to the Indenture Trustee on or
before the Coupon Reset Date of an officer's certificate.
(f) The Callholder shall sell the Notes to the Dealer that made the
Selected Bid at the Purchase Price, such sale to be settled on the Coupon Reset
Date in immediately available funds.
If the Calculation Agent determines that (i) since the Call Notice, an
Event of Default or any event which, with the giving of notice or the passage of
time, or both, would constitute an Event of Default with respect to the Notes,
shall have occurred and be continuing, (ii) a Market Disruption Event has
occurred or (iii) two or more of the Dealers have failed to provide Bids in a
timely manner substantially as provided above, the Call Option will be
automatically revoked, and the Indenture Trustee will exercise the Put Option on
behalf of the holders. "Market Disruption Event" shall mean any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or the establishment of minimum prices
in such exchange; (ii) a general moratorium on commercial banking activities
declared by either federal or New York State authorities; (iii) any material
adverse change in the existing financial, political or economic conditions in
the United States of America; (iv) an outbreak or escalation of major
hostilities involving the United States of America or the declaration of a
national emergency or war by the United States of America; or (v) any material
disruption of the U.S. government securities market, U.S. corporate bond market
or U.S. federal wire system.
The Indenture provides that the Calculation Agent may resign at any time as
Calculation Agent, such resignation to be effective ten Business Days after the
delivery to the Company and the Indenture Trustee of notice of such resignation.
In such case, the Company may appoint a successor Calculation Agent.
The Calculation Agent, in its individual capacity, may buy, sell, hold and
deal in Notes and may exercise any vote or join in any action that any holder of
Notes may be entitled to exercise or take as if it were not the Calculation
Agent. The Calculation Agent, in its individual capacity, may also engage in any
transaction with the Company as if it were not the Calculation Agent.
CERTAIN UNITED FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain United States federal income tax
considerations relating to the purchase, ownership and disposition of the Notes
by an initial holder of Notes who purchases the Notes on the Original Issue
Date. This summary is based upon laws, regulations, rulings and decisions
currently in effect, all of which are subject to change. The discussion does not
deal with all United States federal tax considerations applicable to all
categories of investors, some of which may be subject to special rules. In
addition, this summary is limited to investors who will hold the Notes as
"capital assets" (generally, property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").
INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
UNITED STATES FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES
RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES.
An opinion of tax counsel is not binding on the Internal Revenue Service
(the "Service") or the courts. Prospective investors should note that no rulings
have been or are expected to be sought from the Service with respect to any of
the United States federal income tax considerations discussed below, and no
assurance can be given that the Service will not take contrary positions.
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Treatment of Notes
In the opinion of Wolf, Block, Schorr and Solis-Cohen LLP, although there
are no precedents directly applicable to instruments such as the Notes, the
Notes should be treated as fixed rate debt instruments that mature on the Coupon
Reset Date. Each holder should include in income the interest paid or accrued on
the Notes in accordance with its usual method of accounting. Upon the sale,
exchange, redemption or other disposition by a holder of Notes, the holder
should recognize capital gain or loss equal to the difference between the amount
realized from the disposition of the Notes (exclusive of amounts attributable to
the payment of accrued interest not previously included in income, which will be
taxable as ordinary income) and the holder's adjusted tax basis in the Notes at
the time of the sale, exchange, redemption or other disposition. A holder's
adjusted tax basis in Notes generally will equal the holder's purchase price for
such Notes. Pursuant to recently enacted legislation, in the case of a holder
who is an individual, any capital gain recognized on the disposition of the
Notes will generally be subject to United States federal income tax at a rate of
(i) 20%, if the holder's holding period in the Notes was more than 18 months at
the time of such sale, exchange, redemption or other disposition, or (ii) 28%,
if the holder's holding period in such Notes was more than one year, but not
more than 18 months, at the time of such sale, exchange, redemption, or other
disposition. The ability to use capital losses to offset ordinary income in
determining taxable income is generally limited.
It is possible that the Service could contend that the Notes mature on the
Final Maturity Date rather than the Coupon Reset Date. Because of the Coupon
Reset Process, if the Notes were treated as maturing on the Final Maturity Date,
holders would be subject to certain Treasury Regulations dealing with contingent
debt obligations (the "Contingent Debt Regulations"). Under the Contingent Debt
Regulations, each holder would be required (regardless of such holder's usual
method of accounting) to include in income original issue discount for each
interest accrual period in an amount equal to the product of the adjusted issue
price of the Notes at the beginning of each interest accrual period and a
projected yield to maturity of the Notes. The projected yield to maturity would
be based on the "comparable yield" (i.e., the yield at which the Company would
issue a fixed rate debt instrument maturing on the Final Maturity Date, with
terms and conditions otherwise similar to those of the Notes). It is possible,
under such circumstances, that holders of the Notes could be required to
recognize ordinary income in advance of the receipt of cash payments
attributable to such income. In addition, if the Contingent Debt Regulations
applied, any gain recognized on the sale of Notes would be treated as interest
income, while any losses would generally be ordinary to the extent of previously
accrued original issue discount, and any excess would be capital loss. The
ability to use capital losses to offset ordinary income in determining taxable
income is generally limited.
Foreign Holders of Notes
Interest paid to a holder (a "Foreign Holder") that is not a United States
person (as defined below) generally will not be subject to the 30% withholding
tax generally imposed with respect to United States source interest paid to such
persons, provided that such holder is not engaged in a trade or business in the
United States in connection with which it holds such Notes, does not bear
certain relationships to the Company and fulfills certain certification
requirements. Under such certification requirements, the holder must certify,
under penalties of perjury, that it is not a United States person and is the
beneficial owner of the Notes, and must provide its name and address. For this
purpose, "United States person" means a citizen or resident of the United
States, a corporation, partnership, or other entity created or organized in or
under the laws of the United States or any State thereof (including the District
of Columbia), an estate the income of which is includible in gross income for
United States federal income tax purposes, regardless of its source, or a trust
subject to the primary supervision of a court within the United States and the
control of one or more United States fiduciaries with respect to substantial
decisions.
A Foreign Holder generally will not be subject to United States federal
income tax with respect to any gain recognized upon the disposition of Notes
unless (i) such gain is effectively connected with the conduct by the Foreign
Holder of a trade or business in the United States, (ii) in the case of an
individual holder, such Foreign Holder is present in the United States for 183
days or more in the taxable year during which the disposition occurs and certain
other conditions are met or (iii) the Notes are treated as subject to the
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Contingent Debt Regulations and the holder fails to satisfy the certification
requirements of the preceding paragraph.
Backup Withholding
Payments made on the Notes and proceeds from the sale of Notes will not be
subject to a "backup" withholding tax of 31% unless, in general, the holder
fails to comply with certain reporting procedures and is not an exempt recipient
under applicable provisions of the Code.
The United States Treasury Department has recently issued final regulations
that impose certain new requirements for establishing an exemption from backup
withholding.
UNDERWRITING
Subject to the terms and conditions set forth in the Purchase Agreement
between the Company and UBS Securities LLC (the "Underwriter"), the Company has
agreed to sell to the Underwriter and the Underwriter has agreed to purchase the
entire principal amount of the Notes at a price equal to 98.952% of the
principal amount thereof, plus 3.5% of the principal amount thereof as
compensation for the Call Option.
The Underwriter proposes initially to offer the Notes to the public from
time to time for sale in negotiated transactions or otherwise at prices relating
to prevailing market prices at the time of the sale. The Underwriter may effect
such transactions by selling Notes to or through certain dealers and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriter and any purchasers of Notes for
whom they act as agent. The Underwriter and any dealers that participate with
the Underwriter in the distribution of Notes may be deemed to be underwriters,
and any discounts or commissions received by them and any profit on the resale
of the Notes by them may be deemed to be underwriting compensation.
The Company has been advised by the Underwriter that the Underwriter
intends to make a market in the Notes, but it is not obligated to do so and may
discontinue market making at an time without notice.
The Company will indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the Underwriter may be required to make in respect
thereof.
The Underwriter may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the Notes in accordance with Regulation M under the Securities Exchange Act of
1934, as amended. Over-allotment transactions involve syndicate sales in excess
of the offering size creating a syndicate short position. Stabilizing
transactions permit bids to purchase the Notes so long as the bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
Notes in the open market after the distribution has been completed in order to
cover syndicate short positions. Penalty bids permit the Underwriter to reclaim
a selling concession from a syndicate member when the Notes originally sold by
such syndicate member are purchased in a syndicate covering transaction. Such
over-allotment transactions, stabilizing transactions, syndicate covering
transactions and penalty bids may cause prices of the Notes to be higher than
they would otherwise be in the absence of such transactions. Neither the Company
nor the Underwriter make any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Notes. In addition, neither the Company nor the Underwriter make
any representation that the Underwriter will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.
In the ordinary course of business, the Underwriter and its affiliates have
and may in the future engage in investment banking transactions with the Company
and certain of its affiliates.
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LEGAL MATTERS
The validity of the Notes and certain United States federal income tax
matters will be passed upon for the Company by Wolf, Block, Schorr and
Solis-Cohen LLP, Philadelphia, Pennsylvania. Certain legal matters will be
passed upon for the Underwriter by their counsel, Rogers & Wells, New York, New
York, and their special counsel, Skadden, Arps, Slate, Meagher & Flom LLP, New
York, New York. For additional information, see "Legal Matters" in the
Prospectus Supplement and "Legal Opinions" in the accompanying Prospectus.
8
