-----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, SQguhI3lNoxXKK3MpBh3KgFCe3Nw+G7lssuj0dQx4LpBXxkkitlT3hp0xvr7FzLk o2jfz7Rlzt58iWmFZgExjg== 0000927016-98-003693.txt : 19981028 0000927016-98-003693.hdr.sgml : 19981028 ACCESSION NUMBER: 0000927016-98-003693 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981026 EFFECTIVENESS DATE: 19981026 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66155 FILM NUMBER: 98730956 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 26, 1998. Registration No. 333-________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAREY INTERNATIONAL, INC. (Exact name of issuer as specified in its charter) DELAWARE 52-1171965 - ------------------------------- ---------- (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 4530 WISCONSIN AVENUE, N.W., WASHINGTON D.C. 20016 -------------------------------------------------- (Address of principal executive offices) ------------------------- 1998 CUSTOMER SERVICE STOCK BONUS PLAN DIRECTORS' DEFERMENT OF COMPENSATION AGREEMENTS (Full title of plan) -------------------- Copies of communications to: VINCENT A. WOLFINGTON JAMES E. DAWSON, ESQ. CAREY INTERNATIONAL, INC. NUTTER, MCCLENNEN & FISH, LLP 4530 WISCONSIN AVENUE, N.W. ONE INTERNATIONAL PLACE WASHINGTON D.C. 20016 BOSTON, MASSACHUSETTS 02110-2699 (202) 895-2000 (617) 439-2000 (Name, address and telephone number of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed maximum Proposed maximum Title of each class of securities Amount being offering price per aggregate offering price Amount of to be registered registered (1) share (2) (2) registration fee (2) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, 150,000 Shares $13.8125 $2,071,875 $575.98 $.01 par value per share ====================================================================================================================================
(1) This Registration Statement covers 50,000 shares of common stock, $.01 par value per share (the "Common Stock"), that may be issued pursuant to the Company's 1998 Customer Service Stock Bonus Plan (the "Bonus Plan"), and 100,000 shares of Common Stock that may be issued pursuant to those Deferment of Compensation Agreements made from time to time by and between the Company and certain of its directors (the "Deferred Compensation Agreements"). In addition, pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of additional shares of Common Stock which may be issued under the Stock Bonus Plan and the Deferred Compensation Agreements as a result of a stock dividend, stock split or other recapitalization. (2) Determined pursuant to Rule 457(c) under the Securities Act based upon the average of the high and low prices per share of the Common Stock as reported on The Nasdaq National Market on October 19, 1998. =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- Carey International, Inc. (the "Company") hereby incorporates by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-50245), filed with the Commission pursuant to Rule 424(b)(1) under the Securities Act on May 8, 1998; (b) The Company's Annual Report on Form 10-K filed with the Commission on March 2, 1998 (as amended on March 30, 1998, and except for the financial statements and reports of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) thereon); (c) The Company's Current Report on Form 8-K/A filed with the Commission on January 13, 1998; (d) The Company's Quarterly Reports on Form 10-Q for the three month periods ended February 28, May 31 and August 31, 1998, respectively; and (e) The description of the Company's Common Stock contained in its Registration Statement on Form 8-A (File No. 000-22551) and its Registration Statement on Form S-1 (File No. 333-22651). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of any post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that any other subsequently-filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- The Company is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law, as amended, which provides that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or -2- proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite an adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The Company's Certificate of Incorporation further provides that the Company shall indemnify its directors and officers to the fullest extent permitted by the law of the State of Delaware. The Company's Certificate of Incorporation provides that the Company's directors shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. The Certificate of Incorporation and the Company's By-laws also provide that each person who was or is made party to, or is involved in, any action, suit, proceeding or claim by reason of the fact that he or she is or was a director or officer of the Registrant (or is or was serving at the request of the Registrant as a director or officer of any other enterprise, including service with respect to employee benefit plans) shall be indemnified and held harmless by the Registrant, to the full extent permitted by Delaware law, as in effect from time to time, against all expenses (including attorneys' fees and expenses), judgments, fines, penalties and amounts to be paid in settlement incurred by such person in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim. The Company's By- laws allow similar rights of indemnification to be afforded, in the Company's discretion, to its employees and agents. The rights to indemnification and the payment of expenses provided by the Certificate of Incorporation do not apply to any action, suit, proceeding or claim initiated by or on behalf of a person otherwise entitled to the benefit of such provisions. Any person seeking indemnification under the Certificate of Incorporation shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of such indemnification provisions shall not adversely affect any right or protection of a director or officer with respect to any conduct of such director or officer occurring prior to such repeal or modification. The Company maintains an indemnification insurance policy covering all directors and officers of the Company and its subsidiaries. ITEM 7. EXEMPTION FROM REGISTRATION. --------------------------- Not applicable. -3- ITEM 8. EXHIBITS. -------- See the exhibit index immediately preceding the exhibits attached hereto. ITEM 9. UNDERTAKINGS. ------------ (a) 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 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. (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. (4) That, for purposes 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 Exchange Act 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. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of the Delaware General Corporation Law and the registrant's Certificate of Incorporation and By-laws, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or a controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy, as expressed in the Act, and will be governed by the final adjudication of such issue. -4- 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 Washington D.C., on the 26th day of October 1998. CAREY INTERNATIONAL, INC. By: /s/ Vincent A. Wolfington ------------------------------------------ Vincent A. Wolfington Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - ----------------------------- ----------------------------------------- ---------------- /s/ Vincent A. Wolfington Chairman of the Board and Chief October 26, 1998 - ----------------------------- Executive Officer Vincent A. Wolfington /s/ Don R. Dailey President and Director October 26, 1998 - ----------------------------- Don R. Dailey /s/ David H. Haedicke Chief Financial Officer October 26, 1998 - ----------------------------- David H. Haedicke /s/ Paul A. Sandt Principal Accounting Officer October 26, 1998 - ----------------------------- Paul A. Sandt /s/ Dennis I. Meyer Director October 26, 1998 - ----------------------------- Dennis I. Meyer /s/ Joseph V. Vittoria Director October 26, 1998 - ----------------------------- Joseph V. Vittoria /s/ Robert W. Cox Director October 26, 1998 - ----------------------------- Robert W. Cox /s/ Nicholas J. St. George Director October 26, 1998 - ----------------------------- Nicholas J. St. George
-5- EXHIBIT INDEX
Exhibit No. Title Page - ---------- ----- ---- 4.1 1998 Customer Service Stock Bonus Plan 7 4.2 Form of Deferment of Compensation Agreement (incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-50245)) 5 Opinion of Nutter, McClennen & Fish, LLP 11 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in Exhibit 5 23.2 Consent of PricewaterhouseCoopers LLP 12 23.3 Consent of PricewaterhouseCoopers LLP 13
EX-4.1 2 1998 CUSTOMER SERVICE STOCK BONUS PLAN EXHIBIT 4.1 ----------- CAREY INTERNATIONAL, INC. 1998 CUSTOMER SERVICE STOCK BONUS PLAN 1. PURPOSE The purpose of this 1998 Customer Service Stock Bonus Plan (the "Plan") is to advance the interests of Carey International, Inc. (the "Company") by enhancing the ability of the Company to attract and retain employees and independent operators of and other consultants to the Company who are in a position to make important contributions to the success of the Company and to reward such individuals for such contributions through ownership of shares of the Company's common stock, par value $.01 per share (the "Stock"). 2. ADMINISTRATION The Plan shall be administered by the Board of Directors (the "Board") of the Company. The Board shall have authority, not inconsistent with the express provisions of the Plan, (a) to grant awards of Stock (each, an "Award") to such employees as are selected by it; (b) to determine the number of shares of Stock subject to each Award; (c) to adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) to interpret the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan. Such determinations of the Board shall be conclusive and shall bind all parties. The Board may, in its discretion, delegate some or all of its powers with respect to the Plan to a committee (the "Committee"), in which event all references in this Plan (as appropriate) to the Board shall be deemed to refer to the Committee. A majority of the members of the Committee, if one is appointed, shall constitute a quorum. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members. 3. EFFECTIVE DATE AND TERM OF PLAN The Plan shall become effective on the date on which the Plan is approved by the Board. No Award shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board. 4. SHARES SUBJECT TO THE PLAN (a) Number of Shares. Subject to adjustment as provided in section 4(c), ---------------- the aggregate number of shares of Stock that may be granted as Awards under the Plan shall be Fifty Thousand (50,000). (b) Shares to be Delivered. Shares delivered under the Plan shall be ---------------------- authorized but unissued Stock or, if the Board so decides in its sole discretion, previously issued Stock acquired by the Company and held in its treasury. (c) Changes in Stock. In the event of a stock dividend, stock split or ---------------- combination of shares, recapitalization or other change in the Company's capital stock, the maximum number of shares or securities that may be delivered under the Plan and other relevant provisions shall be appropriately adjusted by the Board, whose determination shall be binding on all persons. 5. ELIGIBILITY Except as provided in the immediately following sentence, all employees and independent operators of and other consultants to the Company or any of its subsidiaries shall be eligible to receive Awards under the Plan. Notwithstanding the foregoing, officers and directors of the Company shall not be eligible to receive Awards under the Plan. 6. AWARD OF STOCK (a) Grant of Stock. The Stock awarded under the Plan may be bonus stock -------------- for past services without purchase price or restrictions (other than those imposed by Section 7(a) of the Plan), or the Board may determine the purchase price for the Stock, the duration of any restrictions, the conditions under which the shares of Stock may be forfeited to or repurchased by the Company and any other terms and conditions of the Awards. The Board may modify or waive any restrictions, terms and conditions with respect to any Stock. Shares of Stock may be issued for whatever consideration is determined by the Board, subject to applicable law. (b) Transferability. Any shares of Stock that are subject to restrictions --------------- or conditions may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Board, during the period of such restrictions or conditions. (c) Evidence of Award. Shares of Stock shall be evidenced in such manner ----------------- as the Board may determine. Any certificates issued in respect of shares of Stock that are subject to restrictions or conditions shall be registered in the name of the person receiving the Award and unless otherwise determined by the Board, deposited by such person, together with a stock power endorsed in blank, with the Company. At the expiration of the period of such restrictions or conditions, the Company shall deliver the certificates and stock power to such person. (d) Shareholder Rights. A participant in the Plan shall have all the ------------------ rights of a shareholder with respect to Stock awarded hereunder (whether restricted or otherwise), including voting and dividend rights, unless otherwise provided in the Award. 7. GENERAL PROVISIONS APPLICABLE TO AWARDS (a) Legal and Regulatory Matters. The delivery of Stock pursuant to the ---------------------------- Plan shall be subject to compliance with (i) applicable federal and state laws and regulations, (ii) if the outstanding shares of Stock are listed at the time on any securities exchange or automated quotation system, the listing requirements of such exchange or system, and (iii) the Company's counsel's approval of all other legal matters in connection with the issuance and delivery of the Stock. If the Stock deliverable under the Plan has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Company may require, as a condition to delivery of such Stock, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act, and may also require that the certificates evidencing the Stock bear an appropriate legend restricting transfer. (b) Withholding Requirements and Arrangements. Each recipient of an Award ----------------------------------------- shall pay to the Company or make provision satisfactory to the Board for payment of any taxes required by law to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. In the Board's discretion, such tax obligations may be paid in whole or in part in shares of Stock, including Shares obtained in connection with the Award, valued at their fair market value on the date of delivery (determined by reference to the last sale price of the Stock on the principal securities exchange or automated quotation system on which the Stock is then being traded on the business day immediately preceding such date of delivery). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the recipient. (c) No Effect on Employment. The Plan shall not give rise to any right on ----------------------- the part of any employee participant to continue in the employ of the Company, or any subsidiary or affiliate thereof. (d) Amendment, Suspension or Termination of the Plan. The Board may at any ------------------------------------------------ time discontinue granting Awards under the Plan. The Board also may modify, amend, suspend or terminate the Plan in whole or in part at any time; provided, however, that no modification, amendment, suspension or termination of the Plan shall be made without stockholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement; and provided, further, that such modification, amendment, suspension or termination shall not affect adversely the rights of any previous recipient of an Award. -2- EX-5 3 OPINION OF NUTTER, MCCLENNEN & FISH, LLP EXHIBIT 5 --------- NUTTER, McCLENNEN & FISH, LLP ATTORNEYS AT LAW ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110-2699 TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748 CAPE COD OFFICE DIRECT DIAL NUMBER HYANNIS, MASSACHUSETTS October 26, 1998 Carey International, Inc. 4530 Wisconsin Avenue, N.W. Washington, D.C. 20016 Gentlemen/Ladies: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") which Carey International, Inc. (the "Company") is filing concurrently herewith with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to (i) 50,000 shares of the Company's common stock, $.01 par value (the "Common Stock"), that may be issued pursuant to the Company's 1998 Customer Service Stock Bonus Plan (the "Plan"), (ii) 100,000 shares of Common Stock that may be issued pursuant to Deferment of Compensation Agreements by and between the Company and certain of its directors (the "Deferred Compensation Agreements"), and (iii) an indeterminate number of shares of such Common Stock which may be issued or become issuable under the Plan or the Deferred Compensation Agreements by reason of stock dividends, stock splits or other recapitalizations executed hereafter. We have acted as legal counsel for the Company in connection with adoption of the Plan and the Deferred Compensation Agreements, are familiar with the Company's Certificate of Incorporation and By-laws, both as amended to date (collectively, the "Organizational Documents"), and have examined such other documents as we deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that: 1. When issued in compliance with the terms of the Plan and the Deferred Compensation Agreements, the Organizational Documents (as amended through the various dates of issuance) and the Delaware General Corporation Law, the 150,000 shares of Common Stock referred to above will be duly and validly issued, fully paid and non-assessable; and 2. The additional shares of Common Stock which may become issuable under the Plan or the Deferred Compensation Agreements by reason of stock dividends, stock splits or other recapitalizations hereafter executed, if and when issued in accordance with the terms of the Plan or the Deferred Compensation Agreements (as the case may be) and in compliance with the applicable provisions of law and of the Organizational Documents (as amended through the various dates of issuance), will be duly and validly issued, fully paid and non-assessable. We understand that this opinion letter is to be used in connection with the Registration Statement and hereby consent to the filing of this opinion letter with and as a part of the Registration Statement and of any amendments thereto. It is understood that this opinion letter is to be used in connection with the offer and sale of the aforesaid shares only while the Registration Statement, as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act, is effective under the Securities Act. Very truly yours, /s/ Nutter, McClennen & Fish, LLP --------------------------------- Nutter, McClennen & Fish, LLP JED/DSS EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Carey International, Inc. on Form S-8 of our report dated January 30, 1998, except as to Note 16, for which the date is February 28, 1998, on our audits of the consolidated financial statements and financial statement schedule of Carey International, Inc. and subsidiaries as of November 30, 1997 and 1996, and for each year in the three-year period ended November 30, 1997, contained on page F- 11 of the Company's Registration Statement on Form S-1 (File No. 333-50245). /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP Washington, D.C. October 23, 1998 EX-23.3 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.3 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Carey International, Inc. on Form S-8 of our report dated March 1, 1997, except for Note 10, as to which the date is April 22, 1997, on our audit of the combined financial statements of Manhattan International Limousine Network, Ltd. and Affiliate as of September 30, 1996, and for the year then ended, which includes an explanatory paragraph relating to a restatement for a change in the revenue recognition method and to record previously unrecorded costs related to services provided by independent service companies, contained on page F-34 of the Company's Registration Statement on Form S-1 (File No. 333-50245). /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP Washington, D.C. October 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----