AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2002
REGISTRATION NO. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMB PROPERTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 94-3281941
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
PIER 1, BAY 1
SAN FRANCISCO, CALIFORNIA 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
THE 2002 STOCK OPTION AND INCENTIVE PLAN OF
AMB PROPERTY CORPORATION AND AMB PROPERTY, L.P.
(FULL TITLE OF THE PLAN)
TAMRA D. BROWNE, ESQ. COPY TO:
VICE PRESIDENT, GENERAL COUNSEL AND LAURA L. GABRIEL, ESQ.
SECRETARY TRACY M. ABELS, ESQ.
AMB PROPERTY CORPORATION LATHAM & WATKINS
PIER 1, BAY 1 505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111 SUITE 1900
(415) 394-9000 SAN FRANCISCO, CALIFORNIA 94111
(415) 391-0600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE FOR AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
Common Stock, $0.01 par value, reserved for
issuance upon exercise of options
granted under the 2002 Stock Option and
Incentive Plan....................................... 10,000,000 $28.70 $287,029,183.38 $26,406.68
(1) This registration statement shall also cover any additional shares of
Common Stock which become issuable under the 2002 Stock Option and
Incentive Plan of AMB Property Corporation and AMB Property, L.P. by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of Common
Stock of AMB Property Corporation.
(2) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation
with respect to these unissued shares is based upon (1) the exercise
price per share of outstanding options for 1,413,102 shares of $26.29
per share, and (2) for the remaining 8,586,898 shares, the average
($29.10) of the high ($29.20) and low ($29.00) sale prices of the Common
Stock as reported on the New York Stock Exchange on June 5, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We have filed the following documents with the Securities and
Exchange Commission which are hereby incorporated by reference in this
Registration Statement:
1. Our Annual Report on Form 10-K for the year ended
December 31, 2001 (including items incorporated by
reference from our Proxy Statement for our 2002
Annual Meeting of Stockholders pursuant to Section
14(a) of the Exchange Act of 1934, as amended);
2. Our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002;
3. Our Current Reports on Form 8-K filed on January 23,
2002, January 24, 2002, April 11, 2002, April 23,
2002 and May 8, 2002;
4. The proforma financial statements for the divestiture
of 25 properties to BPP Retail, LLC during 1999 from
our Current Report on 8-K filed on December 14, 1999;
5. The reports, financial statements and proforma
financial statements for the Columbia Business
Center, Manekin Portfolio, Technology Park II
Portfolio, WOCAC Portfolio, Junction Industrial Park
and the Miami Airport Business Center from our
Current Report on Form 8-K on November 16, 1999;
6. The reports, financial statements and pro forma
financial statements for the J.A. Green Portfolio,
Magnum Realty Corp. Portfolio, Beacon Centre
Portfolio, AFCO Portfolio, AFCO Investors Portfolio,
AFCO Cargo I Associates L.P. Portfolio and the
WEST*PAC Portfolio from our Current Report on Form
8-K filed on December 14, 2000;
7. The description of our common stock contained in our
Registration Statement on Form 8-A filed on May 30,
1997, including any amendment or report filed for the
purpose of updating such description; and
8. All documents filed by us with the Securities and
Exchange Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934, as
amended, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be
incorporated by reference into this Registration
Statement and to be part of this Registration
Statement from the date of the filing of such
documents.
Section 11(a) of the Securities Act provides that if any part of a
registration statement at the time it becomes effective contains an untrue
statement of a material fact or an omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
any person acquiring a security pursuant to such registration statement (unless
it is proved that at the time of such acquisition such person knew of such
untruth or omission) may sue, among others, every accountant who has consented
to be named as having prepared or certified any part of the registration
statement or as having prepared or certified any report or valuation
which is used in connection with the registration statement with respect to the
statement in such registration statement, report or valuation which purports to
have been prepared or certified by the accountant. On May 8, 2002, we announced
that we appointed PricewaterhouseCoopers LLP to replace Arthur Andersen LLP as
our independent accountants. We understand that the staff of the Securities and
Exchange Commission has taken the position that it will not accept consents from
Arthur Andersen LLP if the engagement partner and the senior manager for our
audit are no longer with Arthur Andersen LLP. Because both the engagement
partner and the senior manager for our audit are no longer with Arthur Andersen
LLP, we are no longer able to obtain the written consent of Arthur Andersen to
the incorporation by reference into this registration statement of its audit
reports with respect to our financial statements. However, Rule 437a under the
Securities Act permits us to file this registration statement without a written
consent from Arthur Andersen. Accordingly, Arthur Andersen will not be liable to
you under Section 11(a) of the Securities Act because it has not consented to
being named as an expert in the registration statement. We believe, however,
that other persons who are liable under Section 11(a) of the Securities Act,
including our officers and directors, may still rely on Arthur Andersen's audit
reports as being made by an expert under the due diligence defense provision of
Section 11(b) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
Our Common Stock is registered pursuant to Section 12 of the Exchange
Act and, therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law permits a
corporation to indemnify its present or former directors or officers or any
individual who, while a director of a corporation and at the request of a
corporation, serves or has served as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan, against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made a party by reason of their service
in those capacities unless it is established that (i) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty; (ii) the director or officer actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided, however, that
if the proceeding is one by or in the right of the corporation, indemnification
may not be made with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer, whether or not involving action in
the director's or officer's official capacity, in which the director or officer
was adjudged to be liable on the basis that personal benefit was improperly
received. The termination of any proceeding by conviction, or upon a plea of
nolo contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director or officer did not
meet the requisite standard of conduct required for indemnification to be
permitted.
In addition, Section 2-418 of the Maryland General Corporation Law
requires that, unless prohibited by its charter, a corporation indemnify any
director or officer who is made a party to any proceeding by reason of service
in that capacity against reasonable expenses incurred by the director or officer
in connection with the proceeding, in the event that the director or officer is
successful, on the merits or otherwise, in the defense of the proceeding.
Our charter and bylaws provide in effect for the indemnification by us
of our directors and officers to the fullest extent permitted by applicable law.
We have purchased directors' and officers' liability insurance for the benefit
of our directors and officers.
We have entered into indemnification agreements with each of our
executive officers and directors. The indemnification agreements require, among
other matters, that we indemnify our executive officers and directors to the
fullest extent permitted by law and reimburse the executive officers and
directors for all related expenses as incurred, subject to return if it is
subsequently determined that indemnification is not permitted.
The partnership agreement of AMB Property, L.P. requires AMB Property,
L.P. to indemnify us, our directors and officers, and such other persons as we
may from time to time designate against any loss or damage, including legal
fees and court costs incurred by the person by reason of anything it may do or
refrain from doing for or on behalf of AMB Property, L.P. or in connection with
its business or affairs unless it is established that: (i) the act or omission
of the indemnified person was material to the matter giving rise to the
proceeding and either was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the indemnified person actually received an improper
personal benefit in money, property or services; or (iii) in the case of any
criminal proceeding, the indemnified person had reasonable cause to believe that
the act or omission was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIM
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
4.1 Articles of Incorporation of AMB Property Corporation (incorporated
by reference to Exhibit 3.1 of AMB Property Corporation's
Registration Statement on Form S-11 (No. 333-35915)).
4.2 Certificate of Correction of AMB Property Corporation's Articles
Supplementary establishing and fixing the rights and preferences of
the 8 1/2% Series A Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended December
31, 1998).
4.3 Articles Supplementary establishing and fixing the rights and
preferences of the 8 5/8% Series B Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7, 1999).
4.4 Articles Supplementary establishing and fixing the rights and
preferences of the 8.75% Series C Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7, 1999).
4.5 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series D Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999).
4.6 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series E Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 14,
1999).
4.7 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series F Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 14, 2000).
4.8 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series G Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.9 Articles Supplementary establishing and fixing the rights and
preferences of the 8.125% Series H Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.3 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.10 Articles Supplementary establishing and fixing the rights and
preferences of the 8.00% Series I Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on March 23, 2001).
4.11 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series J Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on October 3, 2001).
4.12 Articles Supplementary redesignating and reclassifying all 2,200,000
Shares of the 8.75% Series C Cumulative Redeemable Preferred Stock
as Preferred Stock (incorporated by reference to Exhibit 3.1 of AMB
Property Corporation's Current Report on Form 8-K filed on December
7, 2001).
4.13 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series K Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 23, 2002).
4.14 Second Amended and Restated Bylaws of AMB Property Corporation
(incorporated by reference to Exhibit 3.11 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended December
31, 2000).
4.15 The 2002 Stock Option and Incentive Plan of AMB Property Corporation
and AMB Property, L.P.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
validity of the Common Stock being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1 filed herewith).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(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 the 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 the 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 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 the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the undersigned pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
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 on Form 10-K 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.
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 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 and will be governed by the final adjudication for such issue.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of San Francisco, State of California, on this 7th day of
June, 2002.
AMB PROPERTY CORPORATION
By: /s/ Michael A. Coke
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Michael A. Coke,
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Hamid R. Moghadam,
W. Blake Baird and Michael A. Coke and each of them, his attorney-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8 (including
post-effective amendments) and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURES
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Hamid R. Moghadam Chairman of the Board and Chief Executive June 7, 2002
- ------------------------------- Officer (Principal Executive Officer)
Hamid R. Moghadam
/s/ W. Blake Baird Director and President June 7, 2002
- -------------------------------
W. Blake Baird
/s/ T. Robert Burke Director June 7, 2002
- -------------------------------
T. Robert Burke
/s/ Daniel H. Case III Director June 7, 2002
- -------------------------------
Daniel H. Case III
/s/ David A. Cole Director June 7, 2002
- -------------------------------
David A. Cole
/s/ Lynn M. Sedway Director June 7, 2002
- -------------------------------
Lynn M. Sedway
/s/ Jeffrey L. Skelton Director June 7, 2002
- -------------------------------
Jeffrey L. Skelton
SIGNATURE TITLE DATE
--------- ----- ----
Director June__, 2002
- -------------------------------
Thomas W. Tusher
/s/ Caryl B. Welborn Director June 7, 2002
- -------------------------------
Caryl B. Welborn
/s/ Michael A. Coke Executive Vice President and Chief Financial June 7, 2002
- ------------------------------- Officer (Principal Financial and Accounting Officer)
Michael A. Coke
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation of AMB Property Corporation (incorporated
by reference to Exhibit 3.1 of AMB Property Corporation's
Registration Statement on Form S-11 (No. 333-35915)).
4.2 Certificate of Correction of AMB Property Corporation's Articles
Supplementary establishing and fixing the rights and preferences of
the 8 1/2% Series A Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended December
31, 1998).
4.3 Articles Supplementary establishing and fixing the rights and
preferences of the 8 5/8% Series B Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7, 1999).
4.4 Articles Supplementary establishing and fixing the rights and
preferences of the 8.75% Series C Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7, 1999).
4.5 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series D Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999).
4.6 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series E Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 14,
1999).
4.7 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series F Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 14, 2000).
4.8 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series G Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.9 Articles Supplementary establishing and fixing the rights and
preferences of the 8.125% Series H Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.3 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.10 Articles Supplementary establishing and fixing the rights and
preferences of the 8.00% Series I Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on March 23, 2001).
4.11 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series J Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on October 3, 2001).
4.12 Articles Supplementary redesignating and reclassifying all 2,200,000
Shares of the 8.75% Series C Cumulative Redeemable Preferred Stock
as Preferred Stock (incorporated by reference to Exhibit 3.1 of AMB
Property Corporation's Current Report on Form 8-K filed on December
7, 2001).
4.13 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series K Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 23, 2002).
4.14 Second Amended and Restated Bylaws of AMB Property Corporation
(incorporated by reference to Exhibit 3.11 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended December
31, 2000).
4.15 The 2002 Stock Option and Incentive Plan of AMB Property Corporation
and AMB Property, L.P.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
validity of the Common Stock being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1 filed herewith).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).