Exhibit 99.1
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF LOUISIANA
MONROE DIVISION
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:
CENTURYTEL, INC., : CIVIL ACTION NO.
:
Plaintiff, : JUDGE
:
v. : MAGISTRATE
:
ALLTEL CORPORATION, :
:
Defendant. :
:
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COMPLAINT FOR INJUNCTION AND DAMAGES FOR
VIOLATION OF THE FEDERAL
SECURITIES LAWS AND LOUISIANA LAW
CENTURYTEL, INC. ("CenturyTel"), by its undersigned attorneys, for
its complaint against defendant Alltel Corporation ("Alltel"), alleges, upon
knowledge with respect to itself and its own acts, and otherwise upon
information and belief, as follows:
INTRODUCTION AND BACKGROUND
---------------------------
1. This is an action to enjoin Alltel from making materially false and
misleading public statements and omissions to promote an unsolicited and
previously rejected merger proposal for CenturyTel, or to interfere unlawfully
with CenturyTel's exploration of the separation of its wireless
telecommunications properties from its rural landline business and the
redeployment of its corporate assets into the expansion of that landline
business, or to interfere unlawfully with the competition by CenturyTel for the
acquisition of access lines that are
currently being, or are proposed to be, divested by various industry
participants. Alltel's false and misleading statements and omissions violate the
most basic disclosure requirements and antifraud provisions of the United States
securities laws, specifically ss.ss. 10(b) and 20(a) of the Securities Exchange
Act of 1934 (the "Exchange Act"), 15 U.S.C. ss.ss. 78j(b) and 78t(a), Securities
and Exchange Commission Rule 10b-5, 17 C.F.R. ss. 240.106-5, promulgated
thereunder, and Sections 5 and 15 of the Securities Act of 1933 ("Securities
Act"), 15 U.S.C. ss.ss. 77e and 77o. By these false and misleading statements
and omissions, Alltel is seeking either: (a) to gain control of CenturyTel on
terms that CenturyTel's Board of Directors, after careful consideration and
consultation with its financial and legal advisors, unanimously determined are
not be in the best interests of CenturyTel, its shareholders, its employees and
the communities in which CenturyTel does business; or (b) to exploit the
leverage or nuisance value of a misleading publicity campaign to thwart, impede
or delay CenturyTel -- one of defendant Alltel's chief rivals in the
telecommunications industry -- from transferring certain wireless assets to
Alltel's competitors and acquiring wireline assets that are currently being
divested.
2. In particular, as part of its misleading publicity campaign against
CenturyTel, Alltel falsely and fraudulently claimed to CenturyTel's public
stockholders that Alltel's merger proposal had not been given serious
consideration by CenturyTel's board. Alltel's President and Chief Operating
Officer Scott T. Ford stated: "We're disappointed that a 40% premium g[ot] a
one-hour rejection" -- implying that CenturyTel had failed to give appropriate
consideration to the Alltel letter, even though Alltel knew at the time Ford
made that statement that this precise merger proposal had been carefully
considered by CenturyTel's management and financial and legal advisors and had
been the subject of a lengthy, detailed board of directors meeting. In
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addition, Alltel falsely and fraudulently stated that its purpose in making
public the self-same merger proposal that CenturyTel's Board had carefully
considered and rejected a full week earlier was to encourage a "friendly" merger
with CenturyTel -- even though Alltel knew at the time it was making such
statements there was no possibility of consummating the proposed transaction on
"friendly" terms because CenturyTel's Board, after due deliberation a week
earlier, had unanimously determined not to pursue any merger discussions with
Alltel and not to put the company up for sale. Beyond this, Alltel falsely and
fraudulently claimed to CenturyTel's public stockholders that Alltel's merger
proposal could be directly compared with CenturyTel's exploration of strategies
for the separation of its wireless assets -- even though Alltel knew that
CenturyTel had not reached an agreement with any potential counterparty, had
made no final decision on the form or structure of any such separation of
wireless assets, and that any attempt to make a direct comparison was entirely
specious. Moreover, Alltel fraudulently failed to disclose to CenturyTel's
shareholders that, as a result of confidential discussions with CenturyTel
representatives over Alltel's possible bidding for CenturyTel's wireless assets,
Alltel was in possession of competitively sensitive information about the nature
and timing of CenturyTel's strategic plan and was making unlawful use of that
confidential information.
3. These false and fraudulent statements and omissions are part of a
calculated campaign to mislead CenturyTel's shareholders and to cause them to
believe that CenturyTel, in rejecting Alltel's merger proposal, (a) did not
carefully analyze Alltel's proposal (when in fact it did), and (b) will be
receptive to "friendly" negotiations with respect to Alltel's already-rejected
proposal (when Alltel knows that is not the case). Alltel's wrongful, premature
and inaccurate disclosure and characterization of CenturyTel's confidential
business strategy with respect to its
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wireless properties is likewise part of this misinformation campaign. By
creating these false beliefs in the marketplace, Alltel is attempting either to
force a sale of CenturyTel on terms that its Board unanimously rejected or to
impede or delay a strategic restructuring that Alltel perceives to be a
potential threat to its own business.
PARTIES AND PERSONAL JURISDICTION
---------------------------------
4. CenturyTel is a Louisiana corporation headquartered at 100 CenturyTel
Drive, Monroe, Louisiana. At all relevant times, CenturyTel's common stock has
been registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. ss. 78l,
and CenturyTel has been subject to the disclosure requirements of the United
States securities laws. Shares of CenturyTel are traded on the New York Stock
Exchange.
5. Alltel is a Delaware corporation headquartered at One Allied Drive,
Little Rock, Arkansas. At all relevant times, Alltel's common stock has been
registered pursuant to Section 12 of the Exchange Act, 15 U.S.C.ss. 78l, and
Alltel has been subject to the disclosure requirements of the United States
securities laws. Shares of Alltel are traded on the New York Stock Exchange.
6. The Court has personal jurisdiction over Alltel pursuant to Section 22
of the Securities Act, 15 U.S.C. ss. 77v, and Section 27 of the Exchange Act, 15
U.S.C. ss. 78aa, for Alltel has committed acts in violation of both the
Securities Act and the Exchange Act. Moreover, Alltel is subject to the personal
jurisdiction of this Court by virtue of its transaction of business in Louisiana
and by virtue of having engaged in tortious conduct in Louisiana.
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SUBJECT MATTER JURISDICTION
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7. This is an action for injunctive relief, damages, and attorneys' fees
for:
a. Alltel's violation of Section 5 of the Securities Act,
15 U.S.C. Section 77e;
b. Alltel's violation of Section 10(b) of the Exchange Act, 15 U.S.C.
Section 78j(b), and Rule 10b-5, 17 C.F.R. Section 240.10b-5,
promulgated thereunder;
c. Alternatively, Alltel's unfair competition, in violation of
La. Rev. Stat. 51:1401 et seq.; and
d. Alltel's abuse of right, in violation of La. Civ. Code art. 2315.
8. CenturyTel's claims under La. Rev. Stat. 51:1401 et seq. and La. Civ.
Code art. 2315 are so related to CenturyTel's claims under Section 5 of the
Securities Act and Section 10(b) of the Exchange Act that they form part of
the same case or controversy under Article III of the United States
Constitution.
9. The amount in controversy herein, exclusive of interest and costs,
exceeds $75,000.
10. This Court has subject-matter jurisdiction of this action pursuant to
Section 22 of the Securities Act, 15 U.S.C.ss. 77v, Section 27 of the Exchange
Act, 15 U.S.C.ss. 78aa, and 28 U.S.C.ss.ss.1331, 1332(a)(1), and 1367.
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VENUE
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11. Venue is proper in this District pursuant to Section 22 of the
Securities Act, 15 U.S.C.ss.77v, Section 27 of the Exchange Act, 15 U.S.C.
Section 78aa, and 28 U.S.C. Section 1391(b) and (c).
FACTS COMMON TO ALL COUNTS
--------------------------
A. CENTURYTEL'S DEVELOPMENT
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12. CenturyTel traces its roots to 1930, when William Clarke and
Marie Williams purchased Oak Ridge Telephone Company in Louisiana. After
returning from World War II, their son, Clarke M. Williams, took over management
of the Company and began to grow it into a rural communications leader. First
listed on the New York Stock Exchange in 1978, CenturyTel began that same year
to move into the digital era by replacing electromechanical switches with
digital computer technology.
13. CenturyTel's growth over the past seven decades has been remarkable.
The modern CenturyTel employs over 6800 people, some 2400 of whom live and work
in Louisiana. CenturyTel's primary business has been, and remains, local
exchange telephone services, primarily in rural, suburban and small urban areas
in 21 states.
14. For the six months ended June 30, 2001, 71% of CenturyTel's
consolidated revenues came from local exchange telephone operations or so-called
"wireline" services, with wireless operations accounting for 21% of consolidated
revenues.
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B. CENTURYTEL'S STRATEGIC VIEW
---------------------------
15. After initial discussion during 2000, CenturyTel's management and
Board of Directors determined in the spring of 2001 that the best opportunities
for the future growth of CenturyTel were to expand the Company's rural landline
holdings and grow that customer base. Although wireless services continue to
produce strong revenues, CenturyTel believed that there would be fewer growth
opportunities for regional wireless operators because of the expanding
"footprints" of national wireless companies. CenturyTel also believed that its
existing wireless properties would be especially attractive to national
operators during the present wave of wireless consolidation. CenturyTel thus
concluded -- as other major telecommunications companies recently have -- that a
separation of its wireless and wireline businesses would be attractive to
investors who perceive few, if any, synergies between wireless and wireline
operations and could produce proceeds that could be used to expand and grow the
rural wireline business that produces the lion's share of CenturyTel's revenues.
16. Based on these business judgments, CenturyTel's board of directors
decided in May 2001 to explore a possible separation of CenturyTel's wireless
and wireline businesses. To that end, CenturyTel retained two leading investment
banking firms, J.P. Morgan and Lehman Brothers, to explore possible structures
or transactions for separating or transferring CenturyTel's wireless properties.
17. Beginning in May 2001, J.P. Morgan and Lehman Brothers started making
confidential contact with a number of major wireless providers in order to
ascertain whether they might be interested in CenturyTel's wireless assets.
Among those contacted was Alltel, which, by virtue of that confidential contact,
became aware of CenturyTel's strategic plan and timing
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and, upon information and belief, concluded that CenturyTel planned to grow its
rural landline business dramatically in regions in which Alltel also competes
for landline customers and landline acquisitions.
C. ALLTEL'S JULY 9 MERGER PROPOSAL
-------------------------------
18. Shortly after CenturyTel's Vice Chairman, President, and Chief
Executive Officer, Glen F. Post, III, had invited Alltel to participate as a
potential acquiror of CenturyTel's wireless business, Alltel's Mr. Ford
responded on Monday, July 9, 2001, by proposing a meeting to discuss an
outright acquisition of CenturyTel by Alltel. Mr. Post responded to Mr. Ford
by advising him that CenturyTel's business strategy was to focus on growth
primarily through wireline initiatives, a strategy of which Alltel had
already been made aware. Nevertheless, Mr. Post agreed to meet with Mr.
Ford.
19. The meeting took place on July 10, 2001, at the Monroe Airport.
Mr. Ford informed Mr. Post that Alltel was prepared to discuss with CenturyTel's
Board of Directors and management a merger in which CenturyTel's shareholders
would receive Alltel stock with a value "in excess of $40" per CenturyTel share.
At a meeting of the CenturyTel Board of Directors later that afternoon, the
Alltel initiative was considered, and following such consideration, the Board
unanimously decided to continue to pursue CenturyTel's current strategy. As
authorized by the Board, Mr. Post promptly conveyed the Board's determination to
Mr. Ford and reiterated that CenturyTel would welcome Alltel's participation in
its wireless process.
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D. ALLTEL'S JULY 26 MERGER PROPOSAL
--------------------------------
20. On Thursday, July 26, 2001, Mr. Ford sent Mr. Post a written merger
proposal, under which Alltel shareholders would receive $43 cash or 0.6934
Alltel shares for each CenturyTel share, subject to proration of 50% cash and
50% Alltel shares, meaning that CenturyTel's stockholders would each receive
a mix of cash and securities. Thereafter, Mr. Post called Mr. Ford to inform
him that CenturyTel was giving serious, careful consideration to the July 26
written proposal. Mr. Post told Mr. Ford that the Board of Directors planned
to meet to consider the proposal and that CenturyTel expected to be in a
position to respond to the merger proposal late in the week of August 6.
21. On August 7, 2001, CenturyTel's Board of Directors met in Monroe,
Louisiana. At that meeting, the directors heard detailed presentations by senior
management on Alltel's merger proposal and once again reviewed CenturyTel's
strategic plan for separating its wireless business and restructuring the
Company into what the investment community often refers to as a "pure-play"
rural landline company. At that meeting, the Board of Directors -- comprised of
individuals with distinguished careers in law, finance, telecommunications and
various other fields -- also heard presentations from CenturyTel's outside
financial advisor, J.P. Morgan, and outside legal advisor, Wachtell, Lipton,
Rosen & Katz. After detailed deliberation, the Board of Directors unanimously
voted to reject the proposed merger with Alltel and instructed management to
advise Mr. Ford of the Board's decision and the reasons for it and of the
Board's continued willingness to have Alltel participate in the wireless
process.
22. An important factor in the CenturyTel Board's decision not to
explore merger discussions was the fact that Alltel is predominantly a wireless,
as opposed to wireline, company
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with significant metropolitan, as opposed to CenturyTel's rural, operations. The
Board was of the view, therefore, that the proposed combination with Alltel
would result in 50% of the CenturyTel shares being converted into securities of
a business with a higher concentration in the regional wireless business, at
precisely the moment when CenturyTel's management and directors believed, as a
matter of business judgment, that the rural landline business offered better
acquisition and growth opportunities than the regional wireless business.
23. Accordingly, on August 10, 2001, Mr. Post called Mr. Ford, and
informed him of the Board's unanimous and final decision as well as the
strategic reasons for the decision, as subsequently set out in Mr. Post's August
10, 2001 letter to Mr. Ford. During this call, Mr. Post reiterated CenturyTel's
continued interest in having defendant Alltel participate in the bidding process
for CenturyTel's wireless assets.
E. ALLTEL'S PUBLIC DISCLOSURE OF THE PREVIOUSLY REJECTED MERGER PROPOSAL
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24. A week later, on August 14, 2001, Mr. Ford again wrote to Mr. Post,
again proposing to exchange either $43.00 in cash or 0.6934 Alltel shares for
the outstanding shares of CenturyTel, subject to proration of 50% cash and 50%
Alltel shares. This time, Mr. Ford expressly conditioned his proposal on
CenturyTel not selling any significant assets even though Alltel had been aware
since May 2001 of CenturyTel's plans with respect to its wireless assets and
also that CenturyTel is routinely in the process of reviewing the acquisition
opportunities for various wireline assets. This time, moreover, Alltel publicly
released the contents of Mr. Ford's letter, appending it to a press release, and
filed it with the SEC (though not until the next day).
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25. In addition to repeating the identical terms of the already rejected
July 26 merger proposal, Alltel disclosed in its August 14 open letter that
CenturyTel was pursuing a separation of its wireless business. Alltel was privy
to that confidential information only because CenturyTel had invited Alltel to
indicate its interest in the wireless business as part of a private process.
CenturyTel had previously determined that it was not in the best interests of
CenturyTel's stockholders for this private process to be made public. Alltel
thus made unlawful use of information it had received from CenturyTel in
confidence, either in an effort to force CenturyTel into a merger that its
directors already had determined was not in CenturyTel's best interests or in an
effort to inflict economic injury on CenturyTel as it engaged in discussions
with other parties with respect to their interest in the wireless properties.
26. In its August 14 open letter directed at CenturyTel's public
stockholders, Alltel also falsely and fraudulently drew a direct comparison
between Alltel's proposed merger with CenturyTel and a potential separation or
transfer by CenturyTel of certain of its wireless assets. At the time that
Alltel attempted to draw that direct comparison, which included a direct
comparison as to the potential economic benefits from the two alternative
approaches, Alltel knew that any such comparison was specious and misleading,
because there had been no final decision as to whether to proceed with such a
transaction, nor had there been any decision as to the potential form,
structure, value of or counterparty for such any such transaction.
27. Equally false and fraudulent was Alltel's attempt to justify the
public disclosure of the already rejected merger proposal. Mr. Ford purported to
explain to the national media that the decision to go public was motivated by
the prospect of structuring an Alltel-CenturyTel merger "on a friendly basis."
At the time those statements were made, however, Alltel already
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knew, but failed to disclose, that there was no such prospect, because
CenturyTel's Board already had considered the identical proposal just one week
earlier and had unanimously and finally rejected it for reasons that went to the
fundamental business judgment and strategy of CenturyTel's Board of Directors.
28. Despite this, on August 14, Mr. Ford stated publicly that Alltel was
"disappointed" that the merger proposal first presented on July 26 and then
publicly released on August 14 -- which Ford characterized as representing a "40
percent premium" to CenturyTel's market price -- got a "one-hour rejection" from
the CenturyTel directors. Alltel knew this assertion was false and fraudulent
when made. As noted above, Mr. Post had expressly informed Mr. Ford that
CenturyTel was carefully considering the July 26 proposal over the course of
more than a week, and that the CenturyTel Board had convened a special meeting
to evaluate the proposal, at which it was advised by its financial and legal
advisors. Alltel's public statements could only have been designed to create the
false belief among CenturyTel's public shareholders that CenturyTel management
and board of directors had ignored their fiduciary duties to the company's
stockholders and had given Alltel's proposal little or no consideration.
29. Each of the statements referred to above was false and misleading for
the reasons stated. Alltel acted with scienter in making such false and
misleading statements, in that Alltel knew, or had reason to believe and
recklessly disregarded, that each of the statements referenced above was false
and misleading at the time it was made. As set forth above, Alltel has
deliberately and/or recklessly misrepresented the nature and content of its
communications with and proposals to CenturyTel and of CenturyTel's response to
Alltel's proposals. Alltel -- having participated directly in those
communications, and having directly made those proposals and
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directly received CenturyTel's responses thereto -- knew and/or had reason to
know the true nature and content of those communications, proposals and
responses.
30. Alltel also was aware that each of the false and misleading statements
referred to above contained false and misleading information material to
investors and that its statements would influence investors' decisions with
respect to CenturyTel stock.
31. Alltel made the false and misleading statements referred to above in
connection with an effort to acquire shares of CenturyTel stock.
32. At all relevant times, CenturyTel stock was actively traded on a
national stock exchange and the market for CenturyTel stock was open and freely
traded. At all relevant times, investors were relying (and continue to rely) on
the integrity of the market for CenturyTel stock in making their investment
decisions. Alltel's false and misleading statements subverted the integrity of
the market for CenturyTel stock.
INJURY TO CENTURYTEL AND ITS SHAREHOLDERS
-----------------------------------------
33. CenturyTel's shareholders and the investing public are now being
compelled to make ill-informed decisions with respect to CenturyTel stock in
reliance on Alltel's false and misleading statements. The widespread
misimpression created by Alltel has the potential to cause serious dislocations
in the operation of CenturyTel's business and in the market for its securities.
34. Beyond this, these false and fraudulent statements and omissions
could, if relied on or credited by parties interested in acquiring CenturyTel's
wireless assets or selling to CenturyTel any wireline assets, impede or delay
CenturyTel's ability to execute its overall
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business strategy of separating its wireless and wireline businesses. Upon
information and belief, Alltel's decision to launch this false and misleading
media campaign on the eve of CenturyTel's exploration of a possible separation
of its wireless business is not a mere coincidence but was deliberately timed so
as to inflict the maximum amount of economic injury possible on a major business
rival.
35. CenturyTel cannot be adequately compensated by an award of money
damages.
FIRST CLAIM FOR RELIEF
----------------------
(FOR VIOLATION OF SECTION 10(B) OF THE
EXCHANGE ACT AND SEC RULE 10B-5)
36. CenturyTel repeats and realleges paragraphs 1 through 35 of this
complaint as if set forth fully herein.
37. By virtue of the foregoing, Alltel has violated the provisions of
Section 10(b) of the Exchange Act, 15 U.S.C.ss. 78j, and SEC Rule 10b-5
promulgated thereunder.
38. CenturyTel has no adequate remedy at law.
SECOND CLAIM FOR RELIEF
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(FOR VIOLATION OF SECTION 5 OF THE
SECURITIES ACT)
39. CenturyTel repeats and realleges paragraphs 1 through 35 of this
complaint as if set forth fully herein.
40. By virtue of the foregoing, Alltel has violated the "gun-jumping"
provisions of Section 5 of the Securities Act, 15 U.S.C.ss. 77e. Alltel
publicly released the text of its August 14
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letter before Alltel had filed with the SEC any registration statement or
prospectus relating to the issuance of Alltel shares in exchange for CenturyTel
shares. The puffery in Alltel's August 14 letter about the potential strategic
benefits of the proposed merger agreement had the effect of preconditioning the
marketplace for an eventual exchange of securities for which a registration
statement would be required but had not yet been filed. By "jumping the gun" in
violation of Section 5 of the Exchange Act, Alltel has violated the federal
securities laws.
41. CenturyTel has no adequate remedy at law.
THIRD CLAIM FOR RELIEF
----------------------
(FOR UNFAIR COMPETITION IN VIOLATION
OF LA. REV. STAT. 51:1401 ET SEQ.)
42. CenturyTel repeats and realleges paragraphs 1 through 35 of this
complaint as if set forth fully herein.
43. Alternatively, Alltel's acts constitute unfair competition under
Louisiana law because those acts have caused and will continue to cause
confusion, mistake, or deception of the public, wrongfully deflating the
public's perception of CenturyTel's management and Board of Directors and
clouding the prospects for consummation of CenturyTel's strategic plan to
separate or transfer certain wireless assets.
44. Such confusion and misinformation may unjustly enrich Alltel by
thwarting a transfer of CenturyTel's wireless assets to one of Alltel's
competitors and/or by allowing Alltel to acquire CenturyTel at an artificially
depressed price.
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45. Alltel's acts are -- and unless enjoined, will continue to be --
greatly and irreparably damaging to CenturyTel, and CenturyTel has no adequate
remedy at law.
FOURTH CLAIM FOR RELIEF
-----------------------
(FOR ABUSE OF RIGHT IN VIOLATION
OF LA. CIV. CODE ART. 2315)
46. CenturyTel repeats and realleges paragraphs 1 through 35 of this
complaint as if set forth fully herein.
47. Alltel's actions alleged above are delictual in violation of
La. Civ. Code art. 2315 in that they have threatened imminent harm and/or have
harmed CenturyTel. Alltel's August 14 letter and attendant publicity lacked
serious or legitimate motive given CenturyTel's prior thoughtful consideration
of Alltel's same offer and rejection of it. Moreover, CenturyTel is informed and
believes that Alltel's actions were undertaken in bad faith and violated
principles of elementary fairness, because Alltel undertook them with the
ulterior motive of derailing or delaying CenturyTel's execution of its strategic
plan to explore a separation of its wireless assets and/or depressing the
potential acquisition price of CenturyTel's shares.
WHEREFORE, CenturyTel prays for judgment:
(1) enjoining Alltel, its officers, directors, employees, agents, and
all others acting in concert with Alltel, from violating Section 5 of the
Securities Act;
(2) enjoining Alltel, its officers, directors, employees, agents, and
all others acting in concert with Alltel, from violating Section 10(b) of the
Exchange Act and SEC Rule 10b-5 promulgated thereunder;
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(3) enjoining Alltel, its officers, directors, employees, agents, and
all others acting in concert with Alltel, from violating La. Rev. Stat.
51:1401 et seq.;
(4) enjoining Alltel, its officers, directors, employees, agents, and
all others acting in concert with Alltel, from violating La. Civ. Code art.
2315;
(5) awarding damages to CenturyTel in an amount to be determined by
the Court; and
(6) awarding CenturyTel its attorneys' fees and other expenses,
together with such other and further relief as the Court may deem proper.
Respectfully submitted,
/s/ Thomas M. Hayes, III
Thomas M. Hayes, III (La. #6685)
HAYES, HARKEY, SMITH & CASHIO
2811 Kilpatrick Blvd.
Monroe, Louisiana 71201
Phone: (318) 387-2422
Fax: (318) 388-5809
Robert B. Bieck, Jr. (La. #3066)
Thomas K. Potter, III (La. #17348) (TA)
JONES, WALKER, WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
201 St. Charles Avenue, 49th Floor
New Orleans, Louisiana 70170-5100
Phone: (504) 582-8000
Fax: (504) 582-8011
Attorneys for CenturyTel, Inc.
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Of Counsel:
Paul K. Rowe
David M. Murphy
WACHTELL, LIPTON, ROSEN & KATZ
51 West 52nd Street
New York, New York 10019
Phone: (212) 403-1000
Fax: (212) 403-2000
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