As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIATEL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3787366
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
685 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices)
AMENDED STOCK INCENTIVE PLAN
(Full Title of the Plan)
James P. Prenetta, Esq.
Vice President and General Counsel
Viatel, Inc.
685 Third Avenue
New York, New York 10017
(Name and Address of Agent for Service)
(212) 350-9200
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Jay R. Schifferli, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901-3229
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Offering Price Per Aggregate Offering
Title of Securities Amount To Be Share(1) Price(1) Amount of
To Be Registered Registered Registration Fee
====================================================================================================================
<S> <C> <C> <C> <C>
Common stock, 3,466,667 $28.8125 $99,883,343 $27,768
par value $.01 per share shares
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) and (h) under the Securities Act of
1933, as amended. The price per share is estimated based on the
average of the high and low trading prices for Viatel, Inc.'s Common
Stock on October 28, 1999, as reported by Nasdaq National Market.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") by Viatel, Inc. (the "Registrant") are hereby incorporated by
reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as
filed with the Commission on March 31, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, as
filed with the Commission on May 14, 1999 and Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, as filed with the Commission on August 16,
1999, as amended on August 18, 1999;
(c) Current Reports on Form 8-K, as filed with the Commission on March 12,
1999, March 18, 1999 and August 31, 1999; and
(d) The description of the Registrant's common stock, $0.01 par value (the
"Common Stock"), contained in the Registrant's Registration Statement on Form
8-A (Registration No. 000-21261) filed with the Commission on August 27, 1996
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(e) All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that the securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporations Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
2
<PAGE>
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify any person under such
Section in connection with a proceeding by or in the right of the corporation to
procure judgment in its favor, as provided in the preceding sentence, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action, except that no
indemnification shall be made with respect thereto unless, and then only to the
extent that, a court of competent jurisdiction shall determine upon application
that such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. A Delaware corporation must indemnify
present or former directors and officers who are successful on the merits or
otherwise in defense of any action, suit or proceeding or in defense of any
claim, issue or matter in any proceeding, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. A Delaware corporation may pay for the expenses (including attorneys'
fees) incurred by an officer or director in defending a proceeding in advance of
the final disposition upon receipt of an undertaking by or on behalf of such
officer or director to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation. Article Tenth of
the Registrant's Amended and Restated Certificate of Incorporation, as amended,
and Article X of the Registrant's Third Amended and Restated Bylaws provide for
indemnification of directors and officers to the fullest extent permitted by
Section 145 of the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director shall not be personally liable to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) with respect to certain unlawful dividend
payments or stock redemptions or repurchases or (iv) for any transaction from
which the director derived an improper personal benefit. Article Ninth of the
Registrant's Amended and Restated Certificate of Incorporation, as amended,
eliminates the liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Section 145 of the DGCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other employee against any liability asserted against
such person and incurred by such person in such capacity, or arising out of
their status as such, whether or not the corporation would have the power to
indemnify directors and officers against such liability. The Registrant has
obtained officers' and directors' liability insurance of $15 million for members
of its Board of Directors and executive officers. In addition, the Registrant
has entered into agreements to indemnify its directors and officers from and
against any Expenses (as defined in the indemnity agreement) incurred by such
person in connection with investigating, defending, serving as a witness in,
participating in (including on appeal) or preparing for any of the foregoing in
any threatened, pending or contemplated action, suit or proceeding (including an
action by or in the right of the Registrant), or any inquiry, hearing or
investigation, to the fullest extent permitted by law, as such law may be
amended or interpreted (but only to the extent that such amendment or
interpretation provides for broader indemnification rights). The indemnity
agreement contains certain provisions to ensure that the indemnitee receives the
benefits contemplated by the agreement in the event of a "change in control" (as
defined in the indemnity agreement) such as the establishment and funding of a
trust in an amount sufficient to satisfy any and all expenses reasonably
anticipated to be incurred by the indemnitee in connection with investigating,
preparing for, participating in and/or defending a proceeding.
3
<PAGE>
At present, there is no pending litigation or other proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3.1(i)(b) to the Registrant's Registration Statement on Form
S-1, Registration No. 333-09699, filed on August 7, 1996);
Certificate of Designations, Preferences and Rights of 10%
Series A Redeemable Convertible Preferred Stock, $.01 par
value (incorporated herein by reference to Exhibit 3(i)(b) to
the Registrant's Registration Statement on Form S-4, filed on
July 10, 1998, Registration No. 333-58921 ("1998 Form S-4"));
Certificate of Amendment to the Registrant's Amended and
Restated Certificate of Incorporation (incorporated herein by
reference to Exhibit 4.9 to the Registrant's quarterly report
on Form 10-Q for the quarter ended September 30, 1998, File
No. 000-21261); Second Certificate of Amendment to the
Registrant's Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1(i) of the
Registrant's Registration Statement on Form S-4, filed on
October 15, 1999, Registration No. 333-89143 (the "October
1999 Form S-4")).
4.2 Third Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.1(ii) of the
Registrant's October 1999 Form S-4).
4.3 1999 Amended Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.12 to the Registrant's October
1999 Form S-4).
4.4 Indenture, dated as of April 8, 1998, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's 12.50% Senior Discount Notes Due 2008 (including
form of 12.50% Senior Discount Note) (incorporated herein by
reference to Exhibit 4.1 to the Registrant's 1998 Form S-4).
4.5 Indenture, dated as of April 8, 1998, between the
Registrant and The Bank of New York, as Trustee, relating to
the Registrant's 11.25% Senior Notes Due 2008 (including
form of 11.25% Senior Note) (incorporated herein by
reference to Exhibit 4.2 to the Registrant's 1998 Form S-4).
4.6 Indenture, dated as of April 8, 1998, among the Registrant,
The Bank of New York, as Trustee, and Deutsche Bank,
Aktiengesellschaft, as German Paying Agent and Co-Registrar,
relating to the Registrant's 12.40% Senior Discount
Notes Due 2008 (including form of 12.40% Senior Discount
Note) (incorporated herein by reference to Exhibit 4.3 to
the Registrant's 1998 Form S-4).
4.7 Indenture, dated as of April 8, 1998, among the Registrant,
The Bank of New York, as Trustee, and Deutsche Bank,
Aktiengesellschaft, as German Paying Agent and Co-Registrar,
relating to the Registrant's 11.15% Senior Notes Due 2008
(including form of 11.15% Senior Note) (incorporated herein by
reference to Exhibit 4.4 to the Registrant's 1998 Form S-4).
4
<PAGE>
4.8 Indenture, dated as of March 19, 1999, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's U.S. dollar denominated 11.50% Senior Notes Due
2009 (including form of 11.50% Senior Note) (incorporated
herein by reference to Exhibit 4.9 to the Registrant's
Registration Statement on Form S-3, filed on February 12,
1999, File No. 333-72309 (the "Form S-3")).
4.9 Indenture, dated as of March 19, 1999, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's Euro denominated 11.50% Senior Notes Due 2009
(including form of 11.50% Senior Note) (incorporated herein by
reference to Exhibit 4.10 to the Registrant's Form S-3).
*5 Opinion of Kelley Drye & Warren LLP as to the validity of the
securities being registered.
*23.1 Consent of Kelley Drye & Warren LLP (included in their opinion
filed as Exhibit 5).
*23.2 Consent of KPMG LLP.
*24 Powers of Attorney (See Signature Page).
- ---------------------------
*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) 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 this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
5
<PAGE>
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose 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.
(b) The undersigned Registrant hereby undertakes 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
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 such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 2nd day of
November, 1999.
VIATEL, INC.
By: /s/ Michael J. Mahoney
--------------------------------
Name: Michael J. Mahoney
Title: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Michael J. Mahoney, Allan L. Shaw and James P. Prenetta and each of them, as
attorneys-in-fact, with full power of substitution, to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this Registration Statement, including any and
all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
- --------- ------ ----
/s/ Michael J. Mahoney Chairman of the Board, November 2, 1999
- ------------------------- President and Chief
Michael J. Mahoney Executive Officer
/s/ Allan L. Shaw Senior Vice President, November 2, 1999
- ------------------------- Finance and Chief
Allan L. Shaw Financial Officer
/s/ Francis J. Mount Director November 2, 1999
- -------------------------
Francis J. Mount
/s/ Paul G. Pizzani Director November 2, 1999
- -------------------------
Paul G. Pizzani
/s/ John G. Graham Director November 2, 1999
- -------------------------
John G. Graham
7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3.1(i)(b) to the Registrant's Registration Statement on Form
S-1, Registration No. 333-09699, filed on August 7, 1996);
Certificate of Designations, Preferences and Rights of 10%
Series A Redeemable Convertible Preferred Stock, $.01 par
value (incorporated herein by reference to Exhibit 3(i)(b) to
the Registrant's Registration Statement on Form S-4, filed on
July 10, 1998, Registration No. 333-58921 ("1998 Form S-4"));
Certificate of Amendment to the Registrant's Amended and
Restated Certificate of Incorporation (incorporated herein by
reference to Exhibit 4.9 to the Registrant's quarterly report
on Form 10-Q for the quarter ended September 30, 1998, File
No. 000-21261); Second Certificate of Amendment to the
Registrant's Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1(i) of the
Registrant's Registration Statement on Form S-4, filed on
October 15, 1999, Registration No. 333-89143 (the "October
1999 Form S-4")).
4.2 Third Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.1(ii) of the
Registrant's October 1999 Form S-4).
4.3 1999 Amended Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.12 to the Registrant's October
1999 Form S-4).
4.4 Indenture, dated as of April 8, 1998, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's 12.50% Senior Discount Notes Due 2008 (including
form of 12.50% Senior Discount Note) (incorporated herein by
reference to Exhibit 4.1 to the Registrant's 1998 Form S-4).
4.5 Indenture, dated as of April 8, 1998, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's 11.25% Senior Notes Due 2008 (including form of
11.25% Senior Note) (incorporated herein by reference to
Exhibit 4.2 to the Registrant's 1998 Form S-4).
4.6 Indenture, dated as of April 8, 1998, among the Registrant,
The Bank of New York, as Trustee, and Deutsche Bank,
Aktiengesellschaft, as German Paying Agent and Co-Registrar,
relating to the Registrant's 12.40% Senior Discount Notes Due
2008 (including form of 12.40% Senior Discount Note)
(incorporated herein by reference to Exhibit 4.3 to the
Registrant's 1998 Form S-4).
4.7 Indenture, dated as of April 8, 1998, among the Registrant,
The Bank of New York, as Trustee, and Deutsche Bank,
Aktiengesellschaft, as German Paying Agent and Co-Registrar,
relating to the Registrant's 11.15% Senior Notes Due 2008
(including form of 11.15% Senior Note) (incorporated herein by
reference to Exhibit 4.4 to the Registrant's 1998 Form S-4).
4.8 Indenture, dated as of March 19, 1999, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's U.S. dollar denominated 11.50% Senior Notes Due
2009 (including form of 11.50% Senior Note) (incorporated
herein by reference to Exhibit 4.9 to the Registrant's
Registration Statement on Form S-3, filed on February 12,
1999, File No. 333-72309 (the "Form S-3")).
8
<PAGE>
4.9 Indenture, dated as of March 19, 1999, between the Registrant
and The Bank of New York, as Trustee, relating to the
Registrant's Euro denominated 11.50% Senior Notes Due 2009
(including form of 11.50% Senior Note) (incorporated herein
by reference to Exhibit 4.10 to the Registrant's Form S-3).
*5 Opinion of Kelley Drye & Warren LLP as to the validity of the
securities being registered.
*23.1 Consent of Kelley Drye & Warren LLP (included in their opinion
filed as Exhibit 5).
*23.2 Consent of KPMG LLP.
*24 Powers of Attorney (See Signature Page).
- -----------------------------
*Filed herewith
9
EXHIBIT 5
Kelley Drye & Warren LLP
Two Stamford Plaza
28 Tresser Boulevard
Stamford, CT 06901-3229
November 3, 1999
Viatel, Inc.
685 Third Avenue
New York, New York 10017
Re: 1999 Amended Stock Incentive Plan
---------------------------------
Dear Sirs:
We are acting as special counsel to Viatel, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 3,466,667
shares of the Company's common stock, $0.01 par value per share (the "Shares"),
which are to be issued pursuant to the Company's 1999 Amended Stock Incentive
Plan (the "Plan").
In connection with this opinion, we have examined and relied upon
copies certified or otherwise identified to our satisfaction of: (i) the Plan;
(ii) an executed copy of the Registration Statement; (iii) the Company's Amended
and Restated Certificate of Incorporation, as amended, and Third Amended and
Restated By-laws; and (iv) the minute books and other records of corporate
proceedings of the Company, as made available to us by officers of the Company;
and have reviewed such matters of law as we have deemed necessary or appropriate
for the purpose of rendering this opinion.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to factual matters of officers and
other representatives of the Company. Our opinion expressed below is subject to
10
<PAGE>
the qualification that we express no opinion as to any law other than the laws
of the State of New York, the corporate law of the State of Delaware and the
federal laws of the United States of America. Without limiting the foregoing, we
express no opinion with respect to the applicability thereto or effect of
municipal laws or the rules, regulations or orders of any municipal agencies
within any such state.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
the Shares to be issued by the Company pursuant to the Plan have been duly
authorized and reserved for issuance and, when certificates for the Shares have
been duly executed by the Company, countersigned by a transfer agent, duly
registered by a registrar for the Shares and issued and paid for in accordance
with the terms of the Plan, the Shares will be validly issued, fully paid and
non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York, the corporate law of the State of Delaware or the
federal laws of the United States of America be changed by legislative action,
judicial decision or otherwise.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ KELLEY DRYE & WARREN LLP
11
EXHIBIT 23.2
Independent Auditors' Consent
-----------------------------
The Board of Directors and Stockholders
Viatel, Inc.:
We consent to the use of our report incorporated herein by reference in the
registration statement.
/s/ KPMG LLP
New York, New York
November 3, 1999
12
