-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LiPlj5LvDUKPHW+jF/W+o4xOO+1IxLUNYWVBGLuhYN7jgVVUqbbrqMCPKBYsJfmg ebahkyfYVwn53CyiYzCPXw== 0000895345-05-000150.txt : 20050209 0000895345-05-000150.hdr.sgml : 20050209 20050209125700 ACCESSION NUMBER: 0000895345-05-000150 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 EFFECTIVENESS DATE: 20050209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW JONES & CO INC CENTRAL INDEX KEY: 0000029924 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135034940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122650 FILM NUMBER: 05587643 BUSINESS ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124162000 MAIL ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 S-8 1 dcs8.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2005 REGISTRATION NO. 333- ----------- ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ DOW JONES & COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-5034940 (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 200 LIBERTY STREET NEW YORK, NEW YORK 10281 (Address of Principal Executive Offices) (Zip Code) MARKETWATCH, INC. 1998 EQUITY INCENTIVE PLAN MARKETWATCH, INC. 2004 EQUITY INCENTIVE PLAN PINNACOR INC. 2000 EQUITY INCENTIVE PLAN PINNACOR INC. 1999 STOCK OPTION PLAN BIGCHARTS INC. 1995 STOCK PLAN (Full title of the plans) CHRISTOPHER W. VIETH DOW JONES & COMPANY, INC. 200 LIBERTY STREET NEW YORK, NEW YORK 10281 PHONE: (212) 416-2000 (Name, address, and telephone number of agent for service) CALCULATION OF REGISTRATION FEE =============================================================================== PROPOSED PROPOSED TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT TO BE REGISTERED TO BE OFFERING AGGREGATE OF REGISTERED PRICE PER OFFERING REGISTRATION (1) SHARE PRICE FEE - ------------------------------------------------------------------------------- Common Stock, par value $1.00 per Share 1,171,545 $27.43(2) $32,135,479.35 $3,782.35 - ------------------------------------------------------------------------------- (1) Plus such additional number of shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar event in accordance with Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"). (2) Represents the weighted average exercise price at which the stock options may be exercised. The stock options have exercise prices ranging from $3.04 to $170.12. EXPLANATORY NOTE This Form S-8 relates to 1,171,545 shares of Common Stock which may be issued upon the exercise of options granted under the MarketWatch, Inc. 1998 Equity Incentive Plan, MarketWatch, Inc. 2004 Equity Incentive Plan, Pinnacor Inc. 2000 Equity Incentive Plan, Pinnacor Inc. 1999 Stock Option Plan, and BigCharts Inc. 1995 Stock Plan (the "MarketWatch Plans"). Under the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated November 14, 2004 by and between MarketWatch, Inc ("MarketWatch"), Dow Jones & Company, Inc. ("Dow Jones"), and Golden Acquisition Corp (the "Merger Sub") the following events, among others, occurred: (a) Merger Sub merged with and into MarketWatch with MarketWatch surviving as a wholly owned subsidiary of Dow Jones. (b) Dow Jones assumed certain options under the MarketWatch Plans, and the assumed options were converted, based on an exchange ratio specified in the Merger Agreement, into options to purchase shares of Dow Jones Common Stock. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registration Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. Reports, proxy and information statements and other information concerning us can also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. The SEC allows us to "incorporate by reference" information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Registration Statement. Information in this Registration Statement may update documents previously filed with the SEC, and later information that we file with the SEC will automatically update this Registration Statement. We incorporate by reference into this Registration Statement the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering: 1) Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission (the "Commission") on March 5, 2004; 2) Quarterly Report on Form 10-Q for the quarter ended on March 31, 2004, filed with the Commission on May 7, 2004; 3) Quarterly Report on Form 10-Q for the quarter ended on June 30, 2004, filed with the Commission on August 3, 2004; 4) Quarterly Report on Form 10-Q for the quarter ended on September 30, 2004, filed with the Commission on November 3, 2004; 5) Current Report on Form 8-K, filed with the Commission on November 15, 2004; 6) Current Report on Form 8-K, filed with the Commission on December 22, 2004; 7) Current Report on Form 8-K, filed with the Commission on December 23, 2004; 8) Current Report on Form 8-K, filed with the Commission on January 20, 2005; 9) Current Report on Form 8-K, filed with the Commission on January 26, 2005; 10) Current Report on Form 8-K, filed with the Commission on January 27, 2005; 11) The description of the common stock of Dow Jones, contained in the registration statement on Form 8-A under the Exchange Act, filed June 17, 1976, and the description of the Class B Common Stock of Dow Jones, par value $1.00 per share, contained in a registration statement on Form 8-A under the Exchange Act, filed April 28, 1987. Item 4. Description of Securities Not applicable Item 5. Interests of Named Experts and Counsel Joseph A. Stern, Esq. of Dow Jones will issue an opinion as to the legality of the common stock offered under this Registration Statement. Mr. Stern holds stock options to acquire 7,700 shares of Dow Jones common stock and holds 3,750 shares of restricted Dow Jones common stock. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law permits indemnification of officers, directors, employees and agents prosecuted in a criminal action or sued in a civil action or proceeding, including, under certain circumstances, suits by or in the right of Dow Jones, for any expenses, including attorneys' fees, or any liabilities which may be incurred as a consequence of such action or proceeding, under the conditions stated in that section. Section 32 of Dow Jones' bylaws provides for indemnification of officers and directors to the full extent permitted by the Delaware General Corporation Law. Dow Jones maintains directors' and officers' liability and corporation reimbursement insurance for the benefit of Dow Jones and its directors and officers. The policy provides coverage for certain amounts paid as indemnification pursuant to the provisions of Delaware Law and Dow Jones' bylaws. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1** The Restated Certificate of Incorporation of Dow Jones & Company, Inc., as amended (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2003, filed by Dow Jones & Company, Inc. on May 9, 2003 (001-07564)). 4.2** The Bylaws of Dow Jones & Company, Inc., as amended and restated (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2003, filed by Dow Jones & Company, Inc. on May 9, 2003 (001-07564)). 4.3** Agreement and Plan of Merger, dated as of November 14, 2004, by and among MarketWatch, Inc., Dow Jones & Company, and Golden Acquisition Corp. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed by Dow Jones & Company, Inc. on November 15, 2004 (001-07564)). 4.4** MarketWatch, Inc. 1998 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed by MarketWatch Media, Inc. (formerly known as MarketWatch.com, Inc.) with the SEC on October 13, 1998 (333-65569)). 4.5** MarketWatch, Inc. 2004 Equity Incentive Plan (formerly known as the NMP, Inc. 2004 Stock Incentive Plan) (incorporated by reference to Annex E to Amendment No. 5 to the Registration Statement on Form S-4/A filed by MarketWatch, Inc. (formerly NMP, Inc.) with the SEC on December 16, 2003 (333-108282)). 4.6** Pinnacor Inc. 2000 Equity Incentive Plan (formerly known as the ScreamingMedia, Inc. 2000 Equity Incentive Plan) (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-1/A filed by Pinnacor Inc. (formerly Screaming Media.com, Inc.) with the SEC on March 27, 2000 (333-30548)). 4.7* Amendment 2002-1 to Pinnacor, Inc. 2000 Equity Incentive Plan (formerly known as Amendment 2002-1 to ScreamingMedia, Inc. 2000 Equity Incentive Plan). 4.8** Pinnacor Inc. 1999 Stock Option Plan (formerly known as the Screaming Media.net Inc. 1999 Stock Option Plan) (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-1/A filed by Pinnacor Inc. (formerly Screaming Media.com, Inc.) with the SEC on March 27, 2000 (333-30548)). 4.9** BigCharts Inc. 1995 Stock Plan (incorporated by reference to Exhibit 4.03 to the Registration Statement on Form S-8 filed by MarketWatch Media, Inc. (formerly MarketWatch.com, Inc.) with the SEC on August 23, 1999 (333-85741)). 5.1* Opinion of Joseph A. Stern, Esq. 23.1 Consent of Joseph A. Stern, Esq. (included in Exhibit 5.1) 23.2* Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (included on signature page) - ---------------------- * Filed herewith. ** Incorporated by reference. Item 9. Undertakings Dow Jones hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. (3) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; Provided, however, that paragraphs (i) and (ii) 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 SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (b) 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. (c) 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. (d) That, for the purpose of determining any liability under the Securities Act of 1933, 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 this 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 of this registration statement, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Dow Jones 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 New York, State of New York, on February 9, 2005. DOW JONES & COMPANY, INC. /s/ Robert E. Perrine - -------------------------- By: Robert E. Perrine Title: Controller (Chief Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter R. Kann and Rosemary Spano and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and any and all documents in connection therewith, and to file the same, with all exhibits, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date - --------------------------- ----------------------- -------------------- /s/ Peter R. Kann Chief Executive Officer February 9, - ----------------- and Director (principal 2005 Peter R. Kann executive officer) /s/ Christopher W. Vieth Vice President and Chief February 9, - ------------------------ Financial Officer 2005 Christopher W. Vieth (principal financial officer) /s/ Robert E. Perrine Controller (principal February 9, - --------------------- accounting officer) 2005 Robert E. Perrine /s/ Christopher Bancroft Director February 9, - ------------------------ 2005 Christopher Bancroft Director February 9, - --------------------- 2005 Lewis B. Campbell Director February 9, - ---------------- 2005 Harvey Golub /s/ Roy A. Hammer Director February 9, - ----------------- 2005 Roy A. Hammer /s/ Leslie Hill Director February 9, - --------------- 2005 Leslie Hill /s/ Irvine O. Hockaday, Jr. Director February 9, - --------------------------- 2005 Irvine O. Hockaday, Jr. /s/ Dieter von Holtzbrinck Director February 9, - -------------------------- 2005 Dieter von Holtzbrinck Director February 9, - ------------------------- 2005 Vernon E. Jordan, Jr. Director February 9, - ------------------ 2005 David K. P. Li Director February 9, - ---------------------- 2005 M. Peter McPherson Director February 9, - ------------------- 2005 Frank N. Newman /s/ James H. Ottaway, Jr. Director February 9, - ------------------------- 2005 James H. Ottaway, Jr. /s/ Elizabeth Steele Director February 9, - -------------------- 2005 Elizabeth Steele Director February 9, - -------------------------- 2005 William C. Steere, Jr. Index to Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1** The Restated Certificate of Incorporation of Dow Jones & Company, Inc., as amended (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2003, filed by Dow Jones & Company, Inc. on May 9, 2003 (001-07564)). 4.2** The Bylaws of Dow Jones & Company, Inc., as amended and restated (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2003, filed by Dow Jones & Company, Inc. on May 9, 2003 (001-07564)). 4.3** Agreement and Plan of Merger, dated as of November 14, 2004, by and among MarketWatch, Inc., Dow Jones & Company, and Golden Acquisition Corp. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed by Dow Jones & Company, Inc. on November 15, 2004 (001-07564)). 4.4** MarketWatch, Inc. 1998 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed by MarketWatch Media, Inc. (formerly known as MarketWatch.com, Inc.) with the SEC on October 13, 1998 (333-65569)). 4.5** MarketWatch, Inc. 2004 Equity Incentive Plan (formerly known as the NMP, Inc. 2004 Stock Incentive Plan) (incorporated by reference to Annex E to Amendment No. 5 to the Registration Statement on Form S-4/A filed by MarketWatch, Inc. (formerly NMP, Inc.) with the SEC on December 16, 2003 (333-108282)). 4.6** Pinnacor Inc. 2000 Equity Incentive Plan (formerly known as the ScreamingMedia, Inc. 2000 Equity Incentive Plan) (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-1/A filed by Pinnacor Inc. (formerly Screaming Media.com, Inc.) with the SEC on March 27, 2000 (333-30548)). 4.7* Amendment 2002-1 to Pinnacor, Inc. 2000 Equity Incentive Plan (formerly known as Amendment 2002-1 to ScreamingMedia, Inc. 2000 Equity Incentive Plan). 4.8** Pinnacor Inc. 1999 Stock Option Plan (formerly known as the Screaming Media.net Inc. 1999 Stock Option Plan) (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-1/A filed by Pinnacor Inc. (formerly Screaming Media.com, Inc.) with the SEC on March 27, 2000 (333-30548)). 4.9** BigCharts Inc. 1995 Stock Plan (incorporated by reference to Exhibit 4.03 to the Registration Statement on Form S-8 filed by MarketWatch Media, Inc. (formerly MarketWatch.com, Inc.) with the SEC on August 23, 1999 (333-85741)). 5.1* Opinion of Joseph A. Stern, Esq. 23.1 Consent of Joseph A. Stern, Esq. (included in Exhibit 5.1) 23.2* Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (included on signature page) - ---------------------- * Filed herewith. ** Incorporated by reference. EX-4.7 2 exh4_7.txt EXHIBIT 4.7 AMENDMENT 2002-1 TO SCREAMING MEDIA, INC. 2000 EQUITY INCENTIVE PLAN WHEREAS, ScreamingMedia, Inc. (the "Company") has previously adopted the ScreamingMedia, Inc. Equity Incentive Plan (the "Plan"); WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stockholders to amend the Plan as provided herein; NOW, THEREFORE, in accordance with the Board's authority under Section 19 of the Plan, the Plan is hereby amended as follows: 1. The first sentence of Section 4(a) of the Plan is amended in its entirety to read as follows: The maximum number of shares of Common Stock reserved for issuance under the Plan shall be 6,000,000 shares (subject to adjustment as provided herein). 2. Section 4(a) of the Plan is amended to insert the following as a new second and third sentence of such section: Unless otherwise determined by the Committee, as of the first trading day of each of the Company's fiscal years 2003 through 2007, there shall be reserved for issuance under the Plan an additional number of shares of Common Stock equal to two percent (2%) of the number of shares of Common Stock authorized and outstanding as of such date; PROVIDED, HOWEVER, that with respect to each such date, the number of such additional number of shares shall not exceed 1,000,000. Following such date as they are reserved for issuance under the Plan, such additional shares shall be subject to adjustment as provided herein. The effective date of this Amendment 2002-1 is April 18, 2002. Except as herein modified, the Plan shall remain in full force and effect. SCREAMINGMEDIA, INC. By: /s/ Francis Sheehan Name: Francis Sheehan Title: General Counsel & Secretary EX-5.1 3 exh5_1.txt EXHIBIT 5.1 OPINION OF JOSEPH A. STERN, ESQ. [Letterhead of Dow Jones & Company, Inc.] February 9, 2005 Dow Jones & Company, Inc. 200 Liberty Street New York, NY 10281 Ladies and Gentlemen: In connection with the registration on Form S-8 under the Securities Act of 1933 of 1,171,545 shares of Common Stock, $1.00 par value (the "Stock"), of Dow Jones & Company, Inc., a Delaware corporation (the "Company"), for issuance pursuant to the terms of the BigCharts Inc. 1995 Stock Plan, MarketWatch, Inc. 1998 Equity Incentive Plan, Pinnacor Inc. 1999 Stock Option Plan, Pinnacor Inc. 2000 Equity Incentive Plan, and MarketWatch, Inc. 2004 Equity Incentive Plan (collectively, "Plans"), I, as counsel to the Company, have examined such corporate records, certificates and other documents, including the Plans, and reviewed such questions of law, as I have considered necessary or appropriate for the purpose of this opinion. Based upon the foregoing, I am of the opinion that, when (i) the Registration Statement shall have become effective under the Securities Act of 1933 and (ii) the Stock is issued by the Company in accordance with the terms of the Plans, the Stock will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. I also consent to the reference to me under the caption "Interests of Named Experts and Counsel" in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ Joseph A. Stern - ------------------- Joseph A. Stern EX-23.2 4 exh23_2.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 27, 2004, except for Note 17, as to which the date is February 19, 2004, relating to the consolidated financial statements of Dow Jones & Company, Inc., which appears in Dow Jones & Company, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. We also consent to the incorporation by reference in this Registration Statement of our report dated January 27, 2004 relating to the financial statements schedule, which appears in Dow Jones & Company, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP New York, New York February 8, 2005 -----END PRIVACY-ENHANCED MESSAGE-----