1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996
REGISTRATION NO. 333-03813
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------------
HAYES WHEELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3384636
(State of Incorporation) 38481 HURON RIVER DRIVE (IRS Employer Identification No.)
ROMULUS, MICHIGAN 48174
(313) 941-2000
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
HAYES WHEELS INTERNATIONAL-CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
DELAWARE 33-0042337
(State of Incorporation) 14500 FIRESTONE BLVD. (IRS Employer Identification No.)
LA MIRADA, CALIFORNIA
(714) 994-0150
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
HAYES WHEELS INTERNATIONAL-GEORGIA, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
DELAWARE 58-2046122
(State of Incorporation) 1215 PALMOUR DRIVE (IRS Employer Identification No.)
GAINESVILLE, GEORGIA 30501
(770) 535-6783
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
HAYES WHEELS INTERNATIONAL-INDIANA, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
DELAWARE 62-1240825
(State of Incorporation) 1870 RIVERFORK DRIVE (IRS Employer Identification No.)
HUNTINGTON, INDIANA 46750
(219) 356-7001
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
HAYES WHEELS INTERNATIONAL-MEXICO, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
DELAWARE 38-3281831
(State of Incorporation) 38481 HURON RIVER DRIVE (IRS Employer Identification No.)
ROMULUS, MICHIGAN 48174
(313) 941-2000
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
HAYES WHEELS INTERNATIONAL-MICHIGAN, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
MICHIGAN 38-1799246
(State of Incorporation) 2440 HIGHLAND ROAD (IRS Employer Identification No.)
HOWELL, MICHIGAN 48843
(517) 546-3441
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
DANIEL M. SANDBERG, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HAYES WHEELS INTERNATIONAL, INC.
38481 HURON RIVER DRIVE
ROMULUS, MICHIGAN 48174
(313) 941-2000
(Name, addresses and telephone numbers, including area codes, of agents for
service of process)
------------------------------------
Copies to:
ROBERT B. PINCUS, ESQ. LOUIS B. GOLDMAN, ESQ. ROGER MELTZER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM ALTHEIMER & GRAY CAHILL GORDON & REINDEL
ONE RODNEY SQUARE, P.O. BOX 636 10 SOUTH WACKER DRIVE, SUITE 4000 80 PINE STREET
WILMINGTON, DELAWARE 19899 CHICAGO, ILLINOIS 60606 NEW YORK, NEW YORK 10005
(302) 651-3000 (312) 715-4000 (212) 701-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered 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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering other than
underwriting discounts and commissions are as follows:
Securities and Exchange Commission registration fee................................ $86,207
NASD filing fee.................................................................... 25,500
Blue Sky fees and expenses......................................................... *
Accounting fees and expenses....................................................... *
Legal fees and expenses............................................................ *
Trustee's fees and expenses........................................................ *
Printing........................................................................... *
Miscellaneous...................................................................... *
-------
Total............................................................................ $ *
=======
- ---------------
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the By-laws (the
"By-laws") of the Company and the General Corporation Law of the State of
Delaware (the "DGCL"), as such provisions relate to the indemnification of the
directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the Restated
Certificate of Incorporation, the By-laws and the DGCL.
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reasons of the
fact that he or she 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 or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses, costs and fees (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person indemnified acted in good
faith and in a manner he or she 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 or her conduct was
unlawful. If the person indemnified is not wholly successful in such action,
suit or proceeding, but is successful, on the merits or otherwise, in one or
more but less than all claims, issues or matters in such proceeding, he or she
may be indemnified against expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or matter. In the case
of an action or suit by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery, or the court in which such action or suit was
brought, shall determine that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Section 145 provides that, to the extent a
director, officer, employee or agent of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or manner therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
The Company's By-laws provide for indemnification by the Company of its
directors and officers to the full extent permitted by the DGCL. Pursuant to
Section 145 of the DGCL, the Company will purchase
II-1
3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration
Statement.
1.1 Form of Underwriting Agreement.+
2.1 Agreement and Plan of Merger, dated as of March 28, 1996, by and between Hayes Wheels
International, Inc. and MWC Holdings, Inc. (incorporated by reference to Exhibit 2 of
the Current Report on Form 8-K, dated March 28, 1996, of Hayes Wheels International,
Inc.).
4.1 Indenture, dated as of November 15, 1992, between Hayes Wheels International, Inc.
and Manufacturers and Traders Trust Company, as Trustee, relating to 9 1/4% Senior
Notes due 2002, including the form of Note therein (incorporated by reference to
Exhibit 4.2 of the Form 10-K for the year ended January 31, 1993 of Hayes Wheels
International, Inc. (File No. 1-11592)).
4.2 Indenture, between Hayes Wheels International, Inc. and Comerica Bank, as Trustee,
relating to % Senior Subordinated Notes due 2006, including the form of Note
therein.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.*
10.1 Credit Agreement, dated as of December 15, 1992, and amended and restated as of
November 30, 1993, June 10, 1994 and March 24, 1995, between Hayes Wheels
International, Inc., the Subsidiary Guarantors (as defined therein), the Banks named
on the signature pages thereof, The Chase Manhattan Bank (National Association) as
Agent, and the Bank of Nova Scotia, as Co-Agent (incorporated by reference to Exhibit
4.4 of the Form 10-K for the year ended January 31, 1995 of Hayes Wheels
International, Inc. (File No. 1-11592)).
10.2 Form of Subscription Agreement, between Hayes Wheels International, Inc. and the New
Investors (incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K, dated March 28, 1996, of Hayes Wheels International, Inc.).
12.1 Calculation of Ratios of Earnings to Fixed Charges.+
23.1 Consent of KMPG Peat Marwick LLP.+
23.2 Consent of Ernst Young LLP.+
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in its opinion filed as
Exhibit 5.1 hereto).*
23.4 Consent of Houlihan Lokey Howard & Zukin, Inc.+
24.1 Powers of Attorney.+
25.1 Statement of Eligibility of Trustee on Form T-1.+
- ---------------
* To be filed by amendment.
+ Previously filed.
(b) No Financial Statement Schedules are required to be filed as part of
this Registration Statement.
II-2
4
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933:
(1) each filing of the Registrant 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
the 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;
(2) the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective;
and
(3) each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(b) 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 Act
and is, therefore, unenforceable. In the event that a claim for identification
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 Act and will be governed by the final adjudication of
such issue.
II-3
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on this
19th day of June 1996.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ WILLIAM D. SHOVERS*
--------------------------------------
Name: William D. Shovers
Title: Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -------------
/s/ JOHN E. UTLEY* Chairman of the Board of June 19, 1996
- ------------------------------------- Directors; Director
John E. Utley
/s/ RANKO CUCUZ* President and Chief Executive June 19, 1996
- ------------------------------------- Officer (Principal Executive
Ranko Cucuz Officer); Director
/s/ WILLIAM D. SHOVERS* Chief Financial Officer (Principal June 19, 1996
- ------------------------------------- Accounting Officer and Principal
William D. Shovers Financial Officer)
/s/ J. ANTHONY GILROY* Director June 19, 1996
- -------------------------------------
J. Anthony Gilroy
/s/ JOHN S. RODEWIG* Director June 19, 1996
- -------------------------------------
John S. Rodewig
/s/ KENNETH L. WAY* Director June 19, 1996
- -------------------------------------
Kenneth L. Way
*By: /s/ BARRY MILLER
- --------------------------------
Barry Miller
Pursuant to power of attorney
filed as Exhibit 24.1 to the
Registration Statement.
II-4
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on this
19th day of June 1996.
HAYES WHEELS INTERNATIONAL --
CALIFORNIA, INC.
By: /s/ WILLIAM D. SHOVERS*
--------------------------------------
Name: William D. Shovers
Title: Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -------------
/s/ RANKO CUCUZ* Chairman of the Board of June 19, 1996
- ------------------------------------- Directors; Director
Ranko Cucuz
/s/ RONALD KOLAKOWSKI* President (Principal Executive June 19, 1996
- ------------------------------------- Officer); Director
Ronald Kolakowski
/s/ WILLIAM D. SHOVERS* Vice President -- Finance June 19, 1996
- ------------------------------------- (Principal Accounting Officer and
William D. Shovers Principal Financial Officer);
Director
*By: /s/ BARRY MILLER
- --------------------------------
Barry Miller
Pursuant to power of attorney
filed as Exhibit 24.1 to the
Registration Statement.
II-5
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on this
19th day of June 1996.
HAYES WHEELS INTERNATIONAL--
GEORGIA, INC.
By: /s/ WILLIAM D. SHOVERS*
----------------------------------
Name: William D. Shovers
Title: Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -------------
/s/ RANKO CUCUZ* Chairman of the Board of June 19, 1996
- ------------------------------------- Directors; Director
Ranko Cucuz
/s/ RONALD KOLAKOWSKI* President (Principal Executive June 19, 1996
- ------------------------------------- Officer); Director
Ronald Kolakowski
/s/ WILLIAM D. SHOVERS* Vice President -- Finance June 19, 1996
- ------------------------------------- (Principal Accounting Officer and
William D. Shovers Principal Financial Officer);
Director
*By: /s/ BARRY MILLER
---------------------------------
Barry Miller
Pursuant to power of attorney
filed as Exhibit 24.1 to the
Registration Statement.
II-6
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on this
19th day of June 1996.
HAYES WHEELS INTERNATIONAL--
INDIANA, INC.
By: /s/ WILLIAM D. SHOVERS*
------------------------------
Name: William D. Shovers
Title: Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -------------
/s/ RANKO CUCUZ* Chairman of the Board of June 19, 1996
- ------------------------------------- Directors; Director
Ranko Cucuz
/s/ RONALD KOLAKOWSKI* President (Principal Executive June 19, 1996
- ------------------------------------- Officer); Director
Ronald Kolakowski
/s/ WILLIAM D. SHOVERS* Vice President -- Finance June 19, 1996
- ------------------------------------- (Principal Accounting Officer and
William D. Shovers Principal Financial Officer);
Director
*By: /s/ BARRY MILLER
---------------------------------
Barry Miller
Pursuant to power of attorney
filed as Exhibit 24.1 to the
Registration Statement.
II-7
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on this
19th day of June 1996.
HAYES WHEELS INTERNATIONAL --
MEXICO, INC.
By: /s/ WILLIAM D. SHOVERS*
---------------------------------
Name: William D. Shovers
Title: Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -------------
/s/ RANKO CUCUZ* Chairman of the Board of June 19, 1996
- ------------------------------------- Directors; President and Chief
Ranko Cucuz Executive Officer (Principal
Executive Officer); Director
/s/ WILLIAM LINSKI* Chief Operating Officer June 19, 1996
- -------------------------------------
William Linski
/s/ WILLIAM D. SHOVERS* Vice President -- Finance June 19, 1996
- ------------------------------------- (Principal Accounting Officer and
William D. Shovers Principal Financial Officer);
Director
/s/ DANIEL M. SANDBERG* Director June 19, 1996
- -------------------------------------
Daniel M. Sandberg
*By: /s/ BARRY MILLER
---------------------------------
Barry Miller
Pursuant to power of attorney
filed as Exhibit 24.1 to the
Registration Statement.
II-8
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on this
19th day of June 1996.
HAYES WHEELS INTERNATIONAL--
MICHIGAN, INC.
By: /s/ WILLIAM D. SHOVERS*
----------------------------------
Name: William D. Shovers
Title: Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- -------------
/s/ RANKO CUCUZ* Chairman of the Board of June 19, 1996
- ------------------------------------- Directors; Director
Ranko Cucuz
/s/ RONALD KOLAKOWSKI* President (Principal Executive June 19, 1996
- ------------------------------------- Officer); Director
Ronald Kolakowski
/s/ WILLIAM D. SHOVERS* Vice President -- Finance June 19, 1996
- ------------------------------------- (Principal Accounting Officer and
William D. Shovers Principal Financial Officer);
Director
*By: /s/ BARRY MILLER
---------------------------------
Barry Miller
Pursuant to power of attorney
filed as Exhibit 24.1 to the
Registration Statement.
II-9
11
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ----------- ----------
1.1 Form of Underwriting Agreement.+............................................
2.1 Agreement and Plan of Merger, dated as of March 28, 1996, by and between
Hayes Wheels International, Inc. and MWC Holdings, Inc. (incorporated by
reference to Exhibit 2 of the Current Report on Form 8-K, dated March 28,
1996, of Hayes Wheels International, Inc.)..................................
4.1 Indenture, dated as of November 15, 1992, between Hayes Wheels
International, Inc. and Manufacturers and Traders Trust Company, as Trustee
($100,000,000 principal amount of 9 1/4% Senior Notes due 2002), including
all exhibits thereto (incorporated by reference to Exhibit 4.2 of the Form
10-K for the year ended January 31, 1993 of Hayes Wheels International, Inc.
(File No. 1-11592)).........................................................
4.2 Indenture between Hayes Wheels International, Inc. and Comerica Bank, as
Trustee relating to % Senior Subordinated Notes due 2006, including the
form of Note therein........................................................
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.*...........................
10.1 Credit Agreement, dated as of 15, 1992, and amended and restated as of
November 30, 1993, June 10, 1994 and March 24, 1995, between Hayes Wheels
International, Inc., the Subsidiary Guarantors (as defined therein), the
Banks named on the signature pages thereof, The Chase Manhattan Bank
(National Association) as Agent, and the Bank of Nova Scotia, as Co-Agent
(incorporated by reference to Exhibit 4.4 of the Form 10-K for the year
ended January 31, 1995 of Hayes Wheels International, Inc. (File No.
1-11592))...................................................................
10.2 Form of Subscription Agreement, between Hayes Wheels International, Inc. and
the New Investors (incorporated by reference to Exhibit 10.1 of the Current
Report on Form 8-K, dated March 28, 1996, of Hayes Wheels International,
Inc.).......................................................................
12.1 Calculation of Ratios of Earnings to Fixed Charges.+........................
23.1 Consent of KMPG Peat Marwick LLP+...........................................
23.2 Consent of Ernst Young LLP+.................................................
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in its opinion
filed as Exhibit 5.1 hereto).*..............................................
23.4 Consent of Houlihan Lokey Howard & Zukin, Inc.+.............................
24.1 Powers of Attorney.+........................................................
25.1 Statement of Eligibility of Trustee on Form T-1.+...........................
- ---------------
* To be filed by amendment.
+ Previously filed.