As filed with the Securities and Exchange Commission on
October 21, 1997
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VAIL RESORTS, INC.
(Exact name of registrant as specified in its character)
Delaware 51-0291762
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
137 Benchmark Road
Avon, Colorado 81620
(970) 476-5601
(Address of Principal Executive Offices)
Vail Resorts, Inc.
1993 Stock Option Plan
1996 Long Term Incentive and Share Award Plan
James S. Mandel, Esq.
Vail Resorts, Inc.
Post Office Box 7
Vail, Colorado 81658
(970) 476-5601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James J. Clark, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price per Offering Registration
to be Registered Registered Share (1)(2) Price (1) Fee (2)
Common Stock
($.01 par value) 3,545,510 $27.438 $97,281,704 $29,480.00
(1) Estimated solely for the purposes of computing the registration fee.
(2) Pursuant to Rule 457(c) and (h), the registration fee has been calculated
based on the average of the high and low sales prices reported on October
16, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of this
Registration Statement 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 are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a prospectus meeting the requirements of Part I of Form S-3 relating to
reofferings by certain persons of shares of Common Stock of Vail Resorts Inc. to
be acquired pursuant to the Vail Resorts, Inc. 1993 Stock Option Plan and the
1996 Long Term Incentive and Share Award Plan.
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PROSPECTUS
VAIL RESORTS, INC.
3,545,510 Shares of Common Stock
(Par Value $.001 Per Share)
This Prospectus may be used by certain persons (the "Selling Stockholders")
who may be deemed to be affiliates of Vail Resorts, Inc., a Delaware corporation
(the "Company"), to sell shares of common stock, par value $.01 per share, of
the Company (the "Common Stock"), that have been or may be acquired acquired by
such persons pursuant to the Vail Resorts, Inc. 1993 Stock Option Plan (the
"1993 Plan") and the 1996 Long Term Incentive and Share Award Plan (the "1996
Plan" and together with the 1993 Plan the "Plans").
The Common Stock is traded on the New York Stock Exchange under the symbol
"MTN". It is anticipated that the Selling Stockholders will offer shares for
sale at prevailing prices on the New York Stock Exchange on the date of sale.
All proceeds from any sales of such shares of Common Stock will inure to the
benefit of the Selling Stockholders. The Company will receive none of the
proceeds from the sale of shares which may be offered hereby but may receive
funds upon the exercise of the options pursuant to which the Selling
Stockholders will acquire certain of the shares covered by this Prospectus,
which funds, if any, will be used for working capital. All expenses of
registration incurred in connection herewith are being borne by the Company, but
all selling and other expenses incurred by individual Selling Stockholders will
be borne by such Selling Stockholders.
No underwriting is being utilized in connection with this registration of
Common Stock and, accordingly, the shares of Common Stock are being offered
without underwriting discounts. The expenses of this registration will be paid
by the Company. Normal brokerage commissions, discounts and fees will be payable
by the Selling Stockholders. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security in any jurisdiction in which,
or to any person to whom, such offer or solicitation would be unlawful. Neither
the delivery of this Prospectus nor any distribution of the securities made
under this Prospectus shall under any circumstances create any implication that
there has been no change in the affairs of the Company or in any other
information contained herein since the date of this Prospectus.
The date of this Prospectus is October 21, 1997.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION.......................................... 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................ 6
THE COMPANY.................................................... 7
USE OF PROCEEDS................................................ 8
SELLING STOCKHOLDERS........................................... 8
PLAN OF DISTRIBUTION........................................... 9
LEGAL MATTERS.................................................. 10
EXPERTS........................................................ 10
CERTAIN FORWARD-LOOKING STATEMENTS............................. 10
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Seven World Trade Center, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60606. Copies of such material can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such materials can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which exchange the Common Stock is listed. The
Commission maintains a Web site that contains reports, proxy statements and
other information electronically filed by the Company with the Commission which
can be accessed over the Internet at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act, and the rules and regulations promulgated
thereunder, with respect to the Common Stock covered by this Prospectus. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits thereto, as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the Common Stock,
reference is made to the Registration Statement and such exhibits, copies of
which may be examined without charge at, or obtained upon payment of prescribed
fees from, the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1996; (2) the Company's Quarterly Report
on Form 10-Q for the quarters ended June 30, 1997, March 31, 1997 and December
30, 1996; (3) the Company's Registration Statement on Form S-2 dated February 3,
1997 and (4) the description of the Common Stock contained in Item 1 of the
Company's Registra-
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tion Statement on Form 8-A filed with the Commission on July 3, 1996.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus may obtain from the Company,
without charge, upon written or oral request, a copy of any of the documents
incorporated by referenced herein, except for the exhibits to such documents
(other than the exhibits expressly incorporated in such documents by reference).
Requests should be directed to the Director of Investor Relations, Vail Resorts,
Inc., Post Office Box 7, Vail, Colorado 81658 (telephone: (970) 476-5601).
THE COMPANY
The Company is the premier mountain resort operator in North America. The
Company operates Vail Mountain, the largest single ski mountain complex in North
America, Beaver Creek(R) Mountain, one of the world's premier family-oriented
mountain resorts and Breckenridge and Keystone mountain resorts. The Company is
one of the most profitable resort operators in the ski industry due to its
attractive guest demographics, favorable weather and snowfall conditions,
ability to attract both destination resort guests and day travelers from local
population centers and proximity to both Denver International Airport and
Vail/Eagle County Airport. In addition to resort operations, the Company owns
substantial real estate from which it derives significant strategic benefits and
cash flow. The Company is the largest mountain resort company in North America,
operating the top three mountain resorts in the United States. The Company's
principal executive offices are
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located at 137 Benchmark Road, Avon, Colorado 81620, (970) 476-5601.
USE OF PROCEEDS
The shares of Common Stock covered hereby are being registered for the
account of the Selling Stockholders. Accordingly, the Company will not receive
any of the proceeds from the sale of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being registered
for reoffers and resales by Selling Stockholders of the Company who may acquire
such shares pursuant to the Plans. The Selling Stockholders named below may
resell all, a portion, or none of the shares that they acquire or may acquire
pursuant to the Plans.
Key employees deemed to be "affiliates" of the Company who acquire
registered Common Stock under the Plans may be added to the Selling Stockholders
listed below from time to time, either by means of a post-effective amendment
hereto or by use of a prospectus filed pursuant to Rule 424 under the Securities
Act. An "affiliate" is defined in Rule 405 under the Securities Act as a "person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with," the Company. A maximum of
1,515,850 shares may be resold or reoffered by non-affiliates of the Company.
The following table sets forth the name and relationship to the Company of
each Selling Stockholder who is (or may be deemed to be) an affiliate of the
Company and who holds options to acquire Common Stock pursuant to the Plans or
who holds restricted shares pursuant to the 1996 Plan together with the number
of shares of Common Stock that each such person may currently acquire pursuant
to the exercise of such options and the number of restricted shares currently
held by such person.
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Number of
Shares
Number of Restricted
Position with Options Stock
Selling Stockholder the Company Granted Granted
Adam M. Aron Chairman of the Board of 460,000 37,500
Directors and Chief Executive
Officer of the Company
Andrew P. Daly President and Director of the 425,820 12,500
Company
James P. Donohue Senior Vice President, 60,000 12,000
Assistant Secretary and Chief
Financial Officer of the
Company
William Jensen Senior Vice President and 40,000 0
Chief Operating Officer of
Breckenridge, Vail Summit
Resorts, Inc.
Bruce Mainzer Senior Vice President of Vail 30,000 0
Associates, Inc.
James S. Mandel Senior Vice President, 199,960 0
General Counsel and Secretary
of the Company
J. Kent Myers Senior Vice President of Vail 199,960 0
Associates, Inc.
Edward D. O'Brien Senior Vice President and 30,000 0
Chief Financial Officer, Vail
Resorts Development Company
Eric C. Resnick Treasurer of the Company 10,000 0
John W. Rutter Senior Vice President and 30,000 0
Chief Operating Officer of
Keystone, Vail Summit
Resorts, Inc.
Christopher P. Ryman Senior Vice President and 239,960 12,000
Chief Operating Officer of
Vail Associates, Inc.
Brian D. Smith Senior Vice President of Vail 30,000 0
Associates, Inc.
James P. Thompson President, Vail Resorts 199,960 0
Development Company
PLAN OF DISTRIBUTION
Any shares of Common Stock sold pursuant to this Prospectus will be sold by
the Selling Stockholders for their own accounts and they will receive all
proceeds from any such sales. The Company will receive none of the proceeds from
the sale of shares which may be offered hereby but may receive funds upon the
exercise of the options pursuant to which the Selling Stockholders will acquire
the shares covered by this Prospectus, which funds, if any, will be used for
working capital. The Selling Stockholders have not advised the Company of any
specific plans for the distribution of the shares of Common Stock covered by
this Prospectus, but, if and when shares are sold, it is anticipated that the
shares will be sold from time to time primarily in transactions on the New York
Stock Ex-
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change at the market price then prevailing, although sales may also be made in
negotiated transactions or otherwise, at prices related to such prevailing
market price or otherwise. If shares of Common Stock are sold through brokers,
the Selling Stockholders may pay customary brokerage commissions and charges.
The Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agent or
to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the shares offered hereby might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under such Act. Shares of Common Stock
covered by this Prospectus also may be sold pursuant to Rule 144 under the
Securities Act rather than pursuant to this Prospectus.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock being
offered hereby have been passed upon for the Company by Cahill Gordon & Reindel
(a partnership including a professional corporation), New York, New York.
EXPERTS
The financial statements of the Company included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 and
incorporated by reference in this Prospectus have been audited by Arthur
Andersen, LLP, independent certified public accountants, to the extent and for
the periods set forth in their report incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the authority of
said form as experts in auditing and accounting.
CERTAIN FORWARD-LOOKING STATEMENTS
Information contained or incorporated by reference in this Prospectus
contains "forward-looking statements" which can be identified by the use of
forward-looking terminology such as "believes," "experts," "may," "will"
"should" or "anticipates"
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or the negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy. No assurance can be given that the future results
covered by the forward-looking statements will be achieved. The following
matters constitute cautionary statements identifying important factors with
respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to vary materially from the
future results covered in such forward-looking statements. Other factors could
also cause actual results to vary materially from the future results covered in
such forward-looking statements.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents (or portions thereof) filed by Vail Resorts, Inc.
(the "Company") with the Commission are incorporated herein by reference:
A. The Company's Annual Report on Form 10-K for the year ended September 30,
1996, and the Quarterly Reports on Form 10-Q for the quarters ended June
30, 1997, March 31, 1997 and December 31, 1996.
B. The description of the Company's Common Stock contained in the Company's
Registration Statement No. 333-5341 on Form S-2.
C. The Company's Registration Statement on Form 8-A dated July 3, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act 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 a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock registered hereby have been
passed upon by Cahill Gordon & Reindel.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of offi-
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cers and directors of corporations in terms sufficiently broad to indemnify the
officers and directors of the registrant under certain circumstances for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
The Company's Restated Certificate of Incorporation (the "Certificate")
provides that to the fullest extent permitted by Delaware Law or another
applicable law, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Under current Delaware Law, liability of a director may not be limited
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases and (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of the provision of the Certificate is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the situations
described in clauses (i) through (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek nonmonetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. In addition, the Company's Restated Bylaws (the
"Bylaws") provide that the Company shall indemnify its directors, officers and
employees to the fullest extent permitted by applicable law.
The Bylaws provide that the Company may indemnify any person who is or was
involved in any manner or is threatened to be made so involved in any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
any action, suit or proceeding by or in the right of the registrant to procure a
judgment in its town), by reason of the fact that he is or was or had agreed to
become a director, officer or employee of the registrant or is or was or had
agreed to become at the request of the board or an officer of the registrant a
director, officer or employee of another corporation, partnership, joint
venture, trust or other entity against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such Proceeding.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
*4(A) - 1993 Stock Option Plan.
*4(B) - 1996 Long Term Incentive and Share Award Plan.
*5 - Opinion of Cahill Gordon & Reindel as to the legality of the
securities being registered.
*23(A) - Consent of Independent Accountants.
*23(B) - Consent of Cahill Gordon & Reindel (included in opinion filed as
Exhibit 5).
*24 - Power of Attorney.
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* Filed herewith.
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;
(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;
(iii) To include any material information with respect
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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 paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a posteffective amendment is
contained in periodic reports filed by the registrant pursuant to section
13 or section 15(d) incorporated by reference in this registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, 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.
4. That for the purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
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.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Company, pursuant to the provisions described under Item 15 above, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in said Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director or officer of the Company in the successful
defense of any action, suit or pro-
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ceeding) is asserted by such director or officer in connection with the
securities being registered hereby and the Commission is still of the same
opinion, the Company 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 said Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filings on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 21st day of October, 1997.
VAIL RESORTS, INC.
(Registrant)
By: /s/ JAMES S. MANDEL
-------------------------
Name: James S. Mandel
Title: General Counsel
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 21, 1997.
SIGNATURES TITLE
/s/ ADAM M. ARON* Chairman of the Board and
- -------------------------------- Chief Executive Officer
Adam M. Aron (Principal Chief Executive Officer)
/s/FRANK BIONDI* Director
- --------------------------------
Frank Biondi
/s/LEON D. BLACK* Director
- --------------------------------
Leon D. Black
/s/CRAIG M. COGUT* Director
- --------------------------------
Craig M. Cogut
/s/ANDREW P. DALY* Director
- --------------------------------
Andrew P. Daly
/s/STEPHEN C. HILBERT* Director
- --------------------------------
Stephen C. Hilbert
/s/ROBERT A. KATZ* Director
- --------------------------------
Robert A. Katz
/s/THOMAS H. LEE* Director
- --------------------------------
Thomas H. Lee
/s/WILLIAM L. MACK* Director
- --------------------------------
William L. Mack
/s/JOSEPH R. MICHELETTO* Director
- --------------------------------
Joseph R. Micheletto
/s/ANTONY P. RESSLER* Director
- --------------------------------
Antony P. Ressler
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/s/MARC J. ROWAN* Director
- --------------------------------
Marc J. Rowan
/s/JOHN J. RYAN III* Director
- --------------------------------
John J. Ryan III
/s/JOHN F. SORTE* Director
- --------------------------------
John F. Sorte
/s/BRUCE H. SPECTOR* Director
- --------------------------------
Bruce H. Spector
/s/WILIAM P. STIRITZ* Director
- --------------------------------
William P. Stiritz
/s/JAMES S. TISCH* Director
- --------------------------------
James S. Tisch
/s/JAMES P. DONOHUE* Senior Vice President and
- -------------------------------- Chief Financial Officer
James P. Donohue (Principal Financial and
Accounting Officer)
/s/JAMES S. MANDEL Attorney-in-Fact
- --------------------------------
James S. Mandel
*By Attorney-in-Fact
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Exhibit Index
Exhibit No. Exhibit
*4(A) -- 1993 Stock Option Plan.
*4(B) -- 1996 Long Term Incentive and Share Award Plan.
*5 -- Opinion of Cahill Gordon & Reindel as to the legality
of the securities being registered.
*23(A) -- Consent of Independent Accountants.
*23(B) -- Consent of Cahill Gordon & Reindel (included in opinion
filed as Exhibit 5).
*24 -- Power of Attorney.
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* Filed herewith.