F-1/A 1 h03703a3fv1za.htm F-1/A fv1za
 
As filed with the Securities and Exchange Commission on March 18, 2010
Registration No. 333-165247
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
China Lodging Group, Limited
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of registrant’s name into English)
 
         
Cayman Islands
  7011   Not Applicable
(State or other jurisdiction of
incorporation or organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)
 
5th Floor, Block 57, No. 461 Hongcao Road
Xuhui District
Shanghai 200233
People’s Republic of China
(86) 21 5153-9477
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
 
 
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 604-1666
(Name, address, including zip code and telephone number, including area code, of agent for service)
 
 
 
 
Copies to:
     
Howard Zhang, Esq.
Davis Polk & Wardwell LLP
26/F, Twin Towers (West)
B12 Jian Guo Men Wai Avenue, Chaoyang District
Beijing 100022, China
(86) 10-8567-5000 		  Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP
35/F, ICBC Tower
3 Garden Road
Central, Hong Kong
(852) 2514-7600
 
 
 
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
 
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, check the following box. o
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o           
 
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. o           
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. o           
 
 
 
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
 

 

Explanatory Note
     The sole purpose of this amendment is to amend the exhibit index and to file Exhibit 1.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.

1

 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 6          INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association, which will become effective upon the closing of this offering, will provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own dishonesty or fraud.
 
Under the form of indemnification agreements filed as Exhibit 10.4 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.
 
The form of underwriting agreement is filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
ITEM 7          RECENT SALES OF UNREGISTERED SECURITIES
 
During the past three years, we have issued and sold the securities listed below without registering the securities under the Securities Act.
 
We believe that our issuances of our (i) ordinary shares, (ii) Series A preferred shares, (iii) Series B preferred shares, (iv) warrants to purchase our Series B preferred shares and (v) warrants to purchase our ordinary shares were exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or under Section 4(2) of the Securities Act regarding transactions not involving a public offering.
 
Based on our Amended and Restated 2007 Global Share Plan, Amended and Restated 2008 Global Share Plan and Amended and Restated 2009 Share Incentive Plan, we granted options to purchase our ordinary shares to certain of our former or current directors, executive officers, consultants and employees from time to time, during the period between February 2007 and February 2010. In March 2010, certain of our officers and employees respectively exercised their options to purchase 7,708,665 ordinary shares in total. After such exercise of options and as of the date of this prospectus, the aggregate number of our ordinary shares underlying our outstanding options is 10,430,403. See “Management — Share Incentive Plans.”
 
We believe that our issuances of options to purchase our ordinary shares were exempt from registration under the Securities Act in reliance on Rule 701, which allows an issuer that is not at the time of grant subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and is not an investment company to make option grants pursuant to a written share incentive plan.


II-1

 

                     
                Underwriting
    Date of Sale or
 		  Number of
 		  Consideration in
 		  Discount and
Purchaser   Issuance   Securities   U.S. dollars   Commission
 
Series A Preferred Shares
                   
Powerhill Holdings Limited
  February 4, 2007   40,000,000, of
which 20,000,000
held on behalf of
Qi Ji and
20,000,000 held on
behalf of Tongtong
Zhao 		  US$20,000,000 ((i)
in the form of 100%
of registered
capital of HanTing
Xingkong
(Shanghai)
Hotel Management
Co., Ltd. and
Shanghai HanTing Hotel
Management Group, Ltd.,
representing 100%
shares of such
companies, and (ii)
payment of
US$200,000 in cash
to us) 		    -  
John Jiong Wu
  February 4, 2007   4,000,000   US$2,000,000 (in
the form of 100%
registered capital
of Yiju (Shanghai)
Hotel Management
Co., Ltd. 		    -  
Series B Preferred Shares(1)
                   
Chengwei Partners, L.P. 
  June 20, 2007   466,480   US$594,999.90     -  
Chengwei Ventures Evergreen Fund, L.P. 
  June 20, 2007   11,446,755   US$14,600,450.47     -  
Chengwei Ventures Evergreen Advisors Fund, LLC
  June 20, 2007   1,414,768   US$1,804,550.73     -  
CDH Courtyard Limited
  June 20, 2007   13,328,003   US$17,000,001.11     -  
Pinpoint Capital 2006 A Limited
  June 20, 2007   1,568,001   US$2,000,000.96     -  
Northern Light Venture Fund, L.P. 
  June 20, 2007   1,179,450   US$1,504,400.27     -  
Northern Light Partners Fund, L.P. 
  June 20, 2007   129,517   US$165,200.23     -  
Northern Light Strategic Fund, L.P. 
  June 20, 2007   259,034   US$330,400.46     -  
IDG-Accel China Growth Fund L.P. 
  June 20,2007   4,687,033   US$5,428,408.85
(including
US$2,312,100.43 in
cash and
US$3,116,308.42 in
cancellation of an
outstanding
convertible
promissory note) 		    -  
IDG-Accel China Growth Fund-A L.P. 
  June 20, 2007   957,840   US$1,109,347.18
(including
US$472,499.41 in
cash and
US$636,847.77 in
cancellation of an
outstanding
convertible
promissory note) 		    -  
IDG-Accel China Investors L.P. 
  June 20, 2007   436,654   US$505,722.19
(including
US$215,400.48 in
cash and
US$290,321.71 in
cancellation of an
outstanding
convertible
promissory note) 		    -  
Winner Crown Holdings Limited
  December 21, 2007   4,704,001   US$6,000,000        


II-2

 

                     
                Underwriting
    Date of Sale or
 		  Number of
 		  Consideration in
 		  Discount and
Purchaser   Issuance   Securities   U.S. dollars   Commission
 
CDH Courtyard Limited
  December 21, 2007   1,440,865   US$1,837,837.72     -  
Pinpoint Capital 2006 A Limited
  December 21, 2007   571,133   US$874,183.02     -  
Northern Light Venture Fund, L.P. 
  December 21, 2007   429,606   US$657,560.10     -  
Northern Light Partners Fund, L.P. 
  December 21, 2007   47,176   US$72,208.15     -  
Northern Light Strategic Fund, L.P. 
  December 21, 2007   94,351   US$144,414.77     -  
Chengwei Partners, L.P. 
  December 30, 2007   50,430   US$64,323.97        
Chengwei Ventures Evergreen Fund, L.P. 
  December 30, 2007   1,237,487   US$1,578,427.04     -  
Chengwei Ventures Evergreen Advisors Fund, LLC
  December 30, 2007   152,948   US$195,086.70     -  
IDG-Accel China Growth Fund L.P. 
  December 30, 2007   195,966   US$249,956.59     -  
IDG-Accel China Growth Fund-A L.P. 
  December 30, 2007   40,048   US$51,081.62     -  
IDG-Accel China Investors L.P. 
  December 30, 2007   18,257   US$23,286.99     -  
Winner Crown Holdings Limited
  February 5, 2008   7,513,335   US$11,500,000     -  
Tongtong Zhao
  February 5, 2008   3,266,667   US$5,000,000     -  
Jiong (John) Wu
  February 5, 2008   980,000   US$1,500,000     -  
Winner Crown Holdings Limited
  March 15, 2008   11,760,002   US$18,000,000     -  
Powerhill Holdings Limited
  May 31, 2008   1,306,667   US$2,000,000 (all
in the form of
assignment of loan
to us) 		    -  
Winner Crown Holdings Limited
  May 31, 2008   1,306,667   US$2,000,000     -  
Northern Light Venture Fund, L.P. 
  July, 4 2008   3,160,213   US$4,837,059.97     -  
Northern Light Partners Fund, L.P. 
  July 4, 2008   347,027   US$531,163.46     -  
Northern Light Strategic Fund, L.P. 
  July 4, 2008   694,054   US$1,062,326.92     -  
IDG-Accel China Growth Fund L.P. 
  July 4, 2008   1,707,217   US$2,613,086.83     -  
IDG-Accel China Growth Fund-A L.P. 
  July 4, 2008   348,886   US$534,009.10     -  
IDG-Accel China Investors L.P. 
  July 4, 2008   159,048   US$243,440.78     -  
Jiong (John) Wu
  July 4, 2008   653,333   US$1,000,000     -  
Ordinary Shares(2)
                   
Offshore Incorporations (Cayman) Limited
  January 4, 2007   1   US$0.0001     -  
Jiong (John) Wu
  February 4, 2007   3,999,999   US$400     -  
Winner Crown Holdings Limited
  February 4, 2007   25,000,000   US$2,500     -  
Tongtong Zhao
  February 4, 2007   15,000,000   US$1,500     -  
Winner Crown Holdings Limited
  June 20, 2007   7,840,001   US$9,999,996.68     -  
Yongbin Cai, Yangqing Shi, Wenying Yang and Hui Zhu   August 14, 2007   1,550,533   US$1,977,718.06        
Jihua Ma, Shengli Wang and Rongying Xue   December 21, 2007   680,601   US$1,129,864.07        
Hui Wan
  May 22, 2009   811,539   US$1,464,236     -  
Crown Horse Limited
  May 22, 2009   807,418   US$1,456,800     -  
Qinghua Cai
  May 22, 2009   554,241   US$1,000,000     -  
Heiho Tong
  May 22, 2009   405,770   US$732,118     -  
Ge Feng
  May 22, 2009   358,435   US$646,713     -  
Jun Zhu
  May 22, 2009   243,462   US$439,271     -  
Jacob International Limited
  May 22, 2009   113,616   US$204,993     -  
Global Crystal Consultants Limited
  May 22, 2009   81,154   US$146,424     -  
Richtime Dev. Limited
  August 6, 2009   735,000   US$551,250        
Winner Crown Holdings Limited
  August 6, 2009   1,982,509   US$3,576,981     -  
Bo Li
  August 6, 2009   482,866   US$871,220     -  
Huiqiu Cheng
  August 6, 2009   162,308   US$292,847     -  
Jacob International Limited
  August 6, 2009   138,560   US$250,000     -  
Everlasting Investment Management Co., Ltd
  February 8, 2010   1,500,000   US$2,310,000     -  


II-3

 

                     
                Underwriting
    Date of Sale or
 		  Number of
 		  Consideration in
 		  Discount and
Purchaser   Issuance   Securities   U.S. dollars   Commission
 
Tongren Investment Holdings Limited
  February 8, 2010   200,000   US$308,000     -  
Certain officers
  March 8, 2010   3,276,875   US$3,264,625     -  
Certain employees
  March 8, 2010   4,431,790   US$2,756,740     -  
 
 
(1)  Include Series B preferred shares issued as a result of the exercise of warrants.
 
(2)  Include ordinary shares issued as a result of the exercise of warrants and options.
 
In June 2007, we issued the following warrants to purchasers of our Series B preferred shares and Winner Crown for the purchase of additional Series B preferred shares. The warrants were issued in connection with the sale of our Series B preferred shares in June 2007 and we did not receive any separate consideration for the warrants. The number of Series B preferred shares covered by each warrant, the per share exercise price and current status of each warrant are listed below.
 
                 
        Number of Series B
 		       
        Preferred Shares
 		  Per Share Exercise
 		   
Warrant No.
  Purchaser   Covered   Price   Current Status
 
No. 1
  Chengwei Partners, L.P.   169,912   US$1.530612   Exercised in full
No. 2
  Chengwei Ventures Evergreen Fund, L.P.   4,169,396   US$1.530612   Exercised in full
No. 3
  Chengwei Ventures Evergreen Advisors Fund, LLC   515,319   US$1.530612   Exercised in full
No. 4
  CDH Courtyard Limited   4,854,626   US$1.530612   Expired. Not exercised.
No. 5
  Pinpoint Capital 2006 A Limited   571,133   US$1.530612   Exercised in full
No. 6
  Northern Light Venture Fund, L.P.   429,606   US$1.530612   Exercised in full
No. 7
  Northern Light Partners Fund, L.P.   47,176   US$1.530612   Exercised in full
No. 8
  Northern Light Strategic Fund, L.P.   94,351   US$1.530612   Exercised in full
No. 9
  IDG-Accel China Growth Fund L.P.   1,707,217   US$1.530612   Exercised in full
No. 10
  IDG-Accel China Growth Fund-A L.P.   348,886   US$1.530612   Exercised in full
No. 11
  IDG-Accel China Investors L.P.   159,048   US$1.530612   Exercised in full
No. 12
  Chengwei Partners, L.P.   50,430   US$1.27551   Exercised in full
No. 13
  Chengwei Ventures Evergreen Fund, L.P.   1,237,487   US$1.27551   Exercised in full
No. 14
  Chengwei Ventures Evergreen Advisors Fund, LLC   152,948   US$1.27551   Exercised in full
No. 15
  CDH Courtyard Limited   1,440,865   US$1.27551   Exercised in full
No. 16
  IDG-Accel China Growth Fund L.P.   195,966   US$1.27551   Exercised in full
No. 17
  IDG-Accel China Growth Fund-A L.P.   40,048   US$1.27551   Exercised in full
No. 18
  IDG-Accel China Investors L.P.   18,257   US$1.27551   Exercised in full
No. 19
  Winner Crown Holdings Limited   4,704,001   US$1.27551   Exercised in full
 
In March 2007, we issued the following convertible promissory notes, all of which were converted into our Series B preferred shares in June 2007.
 
                 
            Underwriting
            Discount and
Purchaser   Principal Amount   Consideration   Commission
 
IDG-Accel China
Growth Fund L.P. 
  US$3,082,800   US$3,082,800     -  
IDG-Accel China
Growth Fund-A L.P. 
  US$630,000   US$630,000     -  
IDG-Accel China
Investors L.P. 
  US$287,200   US$287,200     -  


II-4

 

In January 2010, we issued the following warrants. The number of ordinary shares covered by each warrant, the per share exercise price and current status of each warrant are listed below.
 
                 
        Number of
 		       
        Ordinary
 		  Per Share
 		   
Warrant No.
  Purchaser   Shares Covered   Exercise Price   Current Status
No. 1
  Everlasting Investment Management Co., Ltd.   1,500,000   US$1.54   Exercised in full
No. 2
  Tongren Investment Holdings Limited   200,000   US$1.54   Exercised in full
 
ITEM 8          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(a)   Exhibits
 
See Exhibit Index beginning on page II-8 of this registration statement.
 
(b)   Financial Statement Schedules
 
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial statements or the notes thereto.
 
ITEM 9          UNDERTAKINGS
 
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC 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 of such issue.
 
The undersigned registrant hereby undertakes that:
 
(1)  For purposes of determining any liability under the Securities Act, 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 under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
(2)  For the purpose of determining any liability under the Securities Act, 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.


II-5

 

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 filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, People’s Republic of China, on March 18, 2010.
 
China Lodging Group, Limited
 
By: 
/s/  Tuo (Matthew) Zhang

    Name: Tuo (Matthew) Zhang
    Title: Chief Executive Officer
 
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on March 18, 2010.
 
     
Signature
 
Title
 
     
*

Name: Qi Ji 		  Executive Chairman of the Board of Directors
     
/s/  Tuo (Matthew) Zhang

Name: Tuo (Matthew) Zhang 		  Chief Executive Officer
(principal executive officer)
     
/s/  Min (Jenny) Zhang

Name: Min (Jenny) Zhang 		  Chief Financial Officer
(principal financial and accounting officer)
     
*

Name: John Jiong Wu 		  Director
     
*

Name: Tongtong Zhao 		  Director
     
*

Name: Ping Ping 		  Independent Director
     
*

Name: Yan Huang 		  Independent Director
     
*By: 
/s/  Tuo (Matthew) Zhang

Name: Tuo (Matthew) Zhang
Attorney-in-fact 		   


II-6

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
 
Under the Securities Act, the undersigned, the duly authorized representative in the United States of China Lodging Group, Limited, has signed this registration statement or amendment thereto in Newark, Delaware, on March 18, 2010.
 
Authorized U.S. Representative
 
By: 
/s/  Donald J. Puglisi

      Name:  Donald J. Puglisi     
      Title:  Managing Director     


II-7

 

China Lodging Group, Limited
 
EXHIBIT INDEX
 
         
Exhibit Number   Description
 
  1 .1   Form of Underwriting Agreement
  3 .1†   Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
  3 .2†   Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of this offering
  4 .1†   Form of the Registrant’s American Depositary Receipt (included in Exhibit 4.3)
  4 .2†   Specimen Certificate for Ordinary Shares of the Registrant
  4 .3†   Form of Deposit Agreement among the Registrant, the Depositary and all Holders and Beneficial Owners of the American Depositary Shares issued thereunder
  4 .4†   Ordinary Share and Series A Preferred Share Purchase Agreement, dated February 4, 2007
  4 .5†   Supplemental Agreement of Ordinary Share and Series A Preferred Share Purchase Agreement, dated April 18, 2007
  4 .6†   Series A Preferred Shareholders Agreement, dated February 4, 2007
  4 .7†   Series B Preferred Share Purchase Agreement, dated June 20, 2007
  4 .8†   Amended and Restated Shareholders Agreement, dated June 20, 2007
  4 .9†   Form of Certificate of Warrant to Purchase Series B Preferred Stock
  4 .10†   Form of Series B Convertible Preferred Shares Subscription Agreement and its amendment
  4 .11†   Warrant for the Purchase of Shares of Common Stock of the Registrant, dated January 8, 2010
  4 .12†   Warrant for the Purchase of Shares of Common Stock of the Registrant, dated January 15, 2010
  5 .1†   Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered
  8 .1†   Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
  8 .2†   Opinion of Davis Polk & Wardwell LLP regarding certain U.S. tax matters
  10 .1†   Amended and Restated 2007 Global Share Plan, amended and restated as of December 12, 2007
  10 .2†   Amended and Restated 2008 Global Share Plan, amended and restated as of October 31, 2008
  10 .3†   Amended and Restated 2009 Share Incentive Plan, amended and restated as of October 1, 2009
  10 .4†   Form of Indemnification Agreement with the Registrant’s Directors
  10 .5†   Form of Employment Agreement between the Registrant and Executive Officers of the Registrant
  10 .6†   Facility Agreement between China Merchants Bank and HanTing Xingkong (Shanghai) Hotel Management Co., Ltd., dated June 19, 2009
  10 .7†   Fixed Assets Loan Agreement between the Industrial and Commercial Bank of China and Shanghai HanTing Hotel Management Group, Ltd. (formerly known as Lishan Senbao (Shanghai) Investment Management Co., Ltd.), dated September 22, 2008
  10 .8†   Fixed Assets Loan Contract between the Industrial and Commercial Bank of China and HanTing Xingkong (Shanghai) Hotel Management Co., Ltd., dated January 4, 2010
  10 .9†   Subscription Agreement between the Registrant and Ctrip.com International, Ltd., dated March 12, 2010
  10 .10†   Investor and Registration Rights Agreement between the Registrant and Ctrip.com International, Ltd., dated March 12, 2010
  16 .1†   Letter from Ernst & Young Hua Ming regarding change in certifying accountant
  21 .1†   Subsidiaries of the Registrant
  23 .1†   Consent of Deloitte Touche Tohmatsu CPA Ltd.
  23 .2†   Consent of Conyers Dill & Pearman (included in Exhibits 5.1 and 8.1)
  23 .3†   Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.2)
  23 .4†   Consent of Jun He Law Offices
  23 .5†   Consent of Shanghai Inntie Hotel Management Consulting Co., Ltd.
  23 .6†   Consent of Euromonitor International
  23 .7†   Consent of Smith Travel Research
  23 .8†   Consent of iResearch Consulting Group
  23 .9†   Consent of Min Fan
  24 .1†   Powers of Attorney (included on the signature page in Part II of this registration statement)
  99 .1†   Code of Business Conduct and Ethics of the Registrant
 
†  Previously filed.


II-8