-----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, Pin6QzRM+SDehlw2XTv2z2CGo9n1KpGh2bfmqZERmwk4a7UqN8gbw9mYPwgcUCz0 YazUf3s7w6G/lhC5iCrZ3Q== 0000902595-00-000008.txt : 20030213 0000902595-00-000008.hdr.sgml : 20030213 20000128100823 ACCESSION NUMBER: 0000902595-00-000008 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONWIDE HEALTH PROPERTIES INC CENTRAL INDEX KEY: 0000780053 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953997619 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-94845 FILM NUMBER: 515345 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: STE 1150 CITY: NEWPORT BEACH STATE: CA ZIP: 92660-6429 BUSINESS PHONE: 9497184400 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: STE 1150 CITY: NEWPORT BEACH STATE: CA ZIP: 92660-6429 FORMER COMPANY: FORMER CONFORMED NAME: BEVERLY INVESTMENT PROPERTIES INC DATE OF NAME CHANGE: 19890515 S-3/A 1 AMENDMENT NO. 1 TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 28, 2000 Registration No. 333-94845 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ NATIONWIDE HEALTH PROPERTIES, INC. (Exact name of Registrant as specified in its charter) Maryland 95-3997619 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ________________ 610 Newport Center Drive, Suite 1150 Newport Beach, California 92660 (949) 718-4400 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ________________ R. BRUCE ANDREWS Chief Executive Officer and President Nationwide Health Properties, Inc. 610 Newport Center Drive, Suite 1150 Newport Beach, California 92660 (949) 718-4400 (Name and address, including zip code, and telephone number, including area code, of agent for service) ________________ Copy to: GARY J. SINGER, ESQ. O'Melveny & Myers LLP 610 Newport Center Drive, Suite 1700 Newport Beach, California 92660 ________________ Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] 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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 28, 2000 PRELIMINARY PROSPECTUS 201,190 Shares NATIONWIDE HEALTH PROPERTIES, INC. Common Stock ________________ This prospectus relates to the public offering, which is not being underwritten, of 201,190 shares of our common stock, $0.10 par value per share, which is held by some of our current stockholders. The prices at which such stockholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive any of the proceeds from the sale of the shares. Our common stock is quoted on the New York Stock Exchange under the symbol "NHP." On January 12, 2000, the average of the high and low price for the common stock was $14.53. ________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. ________________ The date of this prospectus is , 2000 AVAILABLE INFORMATION Nationwide Health Properties files with the Securities and Exchange Commission annual, quarterly and other reports, proxy statements and other information. You may read and copy any document we file at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, DC 20549 and in New York, New York and Chicago, Illinois. For further information on the public reference rooms you can call the SEC at 1-800-SEC-0330. Our SEC filings are also available at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. In addition, our SEC filings are available to the public at the SEC's web site at: http://www.sec.gov. Nationwide Health Properties has filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the SEC's rules. You may read or obtain copies of the complete registration statement in the manner described above, including the SEC's web site. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information that we file with them, which means that we can disclose important information to you by referring you to other documents filed with the SEC. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and may supersede this information. We incorporate by reference 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, until the termination of this offering: Annual Report on Form 10-K for the fiscal year ended December 31, 1998; Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; Current Report on Form 8-K, filed with the Commission on February 19, 1999; Definitive Proxy Statement, dated March 19, 1999, in connection with our 1999 annual meeting of stockholders; and The description of our common stock, $0.10 par value per share, and associated rights, contained in our Registration Statement on Form S-3, filed on November 27, 1996, including any amendment or report filed for the purpose of updating this description. You may request a copy of these filings, at no cost, by writing or calling us at the following address: Nationwide Health Properties, Inc. 610 Newport Center Drive, Suite 1150 Newport Beach, California 92660 Attention: Mark L. Desmond Telephone number: (949) 718-4400 You should rely on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. THE COMPANY The principal executive offices of Nationwide Health Properties, Inc. are located at 610 Newport Center Drive, Suite 1150, Newport Beach, California 92660. The Company's telephone number is (949) 718-4400. USE OF PROCEEDS We will not receive any proceeds from the offering. The Selling Stockholders will receive all the proceeds from the offering. All costs, expenses and fees in connection with the offering will be borne by us. Brokerage commissions and similar selling expenses, if any, will be borne by the Selling Stockholders. PLAN OF DISTRIBUTION We are registering all 201,190 shares of our common stock (the "Shares") on behalf of the Selling Stockholders. As used in this prospectus, "Selling Stockholders" includes donees and pledgees selling shares received from a named Selling Stockholder after the date of this prospectus. All costs, expenses and fees in connection with the registration of the Shares offered by this prospectus will be borne by us. Brokerage commissions or similar selling expenses, if any, attributable to the sale of the Shares will be borne by the Selling Stockholders. All of the Shares were originally issued by us in connection with the merger of Drury Place of Salina, Inc., Drury Place At Alvamar, Inc. and Drury Place Apartments, Inc., each a Kansas corporation, with and into a wholly-owned subsidiary of Nationwide Health Properties (the "Merger"). The Shares were issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereof. The Shares are being registered by us pursuant to a Registration Rights Agreement, dated as of April 30, 1998, among the Selling Stockholders and us. Sales of Shares may be effected by Selling Stockholders from time to time in one or more types of transactions (which may include block transactions) on the New York Stock Exchange, in the over-the-counter market, in negotiated transactions, through put or call options transactions relating to the Shares, through short sales of Shares, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. The Selling Stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of Shares by the Selling Stockholders. The Selling Stockholders may effect such transactions by selling Shares directly to purchasers or to or through broker- dealers, which may act as agents or principals. 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 agents or to whom they 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 Shares might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker- dealers and any profit on the resale of the Shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. We have agreed to indemnify each Selling Stockholder against certain liabilities, including liabilities arising under the Securities Act. The Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act. Because Selling Stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the New York Stock Exchange pursuant to Rule 153 under the Securities Act. We have informed the Selling Stockholders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market. Selling Stockholders also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of such Rule. Upon notification by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (1) the name of each such Selling Stockholder and of the participating broker-dealer(s), (2) the number of shares involved, (3) the price at which such shares were sold, (4) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (5) that such broker- dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (6) other facts material to the transaction. In addition, upon notification by a Selling Stockholder that a permitted donee under the Registration Rights Agreement intends to sell more than 500 shares, a supplement to this prospectus will be filed. We have undertaken to keep a registration statement of which this prospectus constitutes a part effective until the earlier of the disposition of the securities offered hereby or April 30, 2000. After such period, if we choose not to maintain the effectiveness of the registration statement of which this prospectus constitutes a part, the securities issuable upon exercise hereof and offered hereby may not be sold, pledged, transferred or assigned, except in a transaction which is exempt under the provisions of the Securities Act or pursuant to an effective registration statement thereunder. SELLING STOCKHOLDERS The following table sets forth the number of shares of common stock owned by each of the Selling Stockholders. To the best of our knowledge, none of the Selling Stockholders has had a material relationship with Nationwide Health Properties within the past three years other than as a result of the ownership of the Shares or other securities of Nationwide Health Properties. Because the Selling Stockholders may offer all or some of the Shares which they hold pursuant to the offering contemplated by this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Shares, no estimate can be given as to the amount of Shares that will be held by the Selling Stockholders after completion of this offering. No Selling Stockholder beneficially owns 1% or more of the outstanding shares of common stock of Nationwide Health Properties at December 6, 1999. The Shares offered by this prospectus may be offered from time to time by the Selling Stockholders named below. Name of Selling Stockholder Number of Number of Shares Shares Beneficially Registered Owned for Sale Hereby(1) Donald B. Rolley, trustee U/A 119,017 119,017 DTD 1/12/84 Donald B. Rolley, Settlor ........................ Roberta E. Rolley, trustee U/A 54,314 54,314 DTD 1/10/97 Roberta E. Rolley, Settlor ........................ John L. Casson .................. 27,859 27,859 ___________________ (1)This registration statement shall also cover any additional shares of common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of common stock
LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the company by O'Melveny & Myers LLP, Newport Beach, California. EXPERTS The audited financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 201,190 Shares Nationwide Health Properties, Inc. Common Stock _________________ Preliminary Prospectus _________________ _________________________ , 2000 _________________________ No dealer, salesman or other person has been authorized to give any information or to make any representation other than those contained in this prospectus in connection with the offer contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by us, any selling stockholder or by any other person. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the shares of common stock offered hereby, or an offer to sell, or a solicitation of an offer to buy, such shares 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 sale made hereunder shall, under any circumstances, create an implication that there has been no change in our affairs since the date hereof or that information herein is correct as of any time subsequent to its date. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the offer and sale of the securities being registered, other than underwriting discounts and commissions, are estimated as follows: SEC registration fee $ 772 Legal fees and expenses 7,500 Accounting fees and expenses 1,000 Printing fees 500 Miscellaneous fees and expenses 1,000 Total $10,772 Item 15. Indemnification of Directors and Officers The Amended and Restated Articles of Incorporation of Nationwide Health Properties provide for indemnification of directors and officers to the full extent permitted by the laws of the State of Maryland. Section 2-418 of the Maryland General Corporation Law generally permits indemnification of any director or officer made a party to any proceedings by reason of service as a director or officer unless it is established that (i) the act or omission of such person was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or (ii) such person actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, such person had reasonable cause to believe that the act or omission was unlawful. The indemnity may include judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding; provided, however, that if the proceeding is one by, or in the right of the corporation, indemnification is not permitted with respect to any proceeding in which the director or officer had been adjudged to be liable to the corporation. The termination of any proceeding by conviction, upon a plea of nolo contendere or its equivalent or upon an entry of an order of probation prior to judgment creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for permitted indemnification. The termination of any proceeding by judgment, order or settlement, however, does not create a presumption that the director or officer failed to meet the requisite standard of conduct for permitted indemnification. Nationwide Health Properties has entered into indemnity agreements with its officers and directors that provide that the company will pay on behalf of the indemnified party any amount which the indemnified party is or becomes legally obligated to pay because of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement, which the indemnified party commits or suffers while acting in the capacity as an officer or director of the company. Since November 1986, Nationwide Health Properties has had in force directors' and officers' liability and company reimbursement insurance covering liability for error, misstatement, misleading statement, act or omission, and neglect or breach of duty claimed against them solely by reason of their being directors or officers of the company. Item 16. Exhibits Exhibit Exhibit Title Number 4.1(a) Amended and Restated Articles of Incorporation, filed as Exhibit 3.1 to the Company's Registration Statement on Form S-11 (No. 33-1128), effective December 19, 1985, and incorporated herein by this reference. 4.1(b) Articles of Amendment of the Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Form 10-Q for the quarter ended March 31, 1989, and incorporated herein by this reference. 4.1(c) Articles of Amendment of Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1(c) to the Company's Registration Statement on Form S-11 (No. 33- 32251), effective January 23, 1990, and incorporated herein by this reference. 4.1(d) Articles of Amendment of Amended and Restated Articles of Incorporation of the Company filed as Exhibit 3.1(d) to the Company's Form 10-K for the year ended December 31, 1994, and incorporated herein by this reference. 4.1(e) Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Form 8-K filed September 26, 1997, and incorporated herein by this reference. *5.1 Opinion of O'Melveny & Myers LLP. 23.1 Consent of Arthur Andersen LLP, independent public accountants. *23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1 hereto). *24.1 Power of Attorney. __________________ * Previously filed. Item 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference; (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, unless the information required to be included in such post- effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act 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, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 27th of January, 2000. NATIONWIDE HEALTH PROPERTIES, INC. By: /s/ Mark L. Desmond Mark L. Desmond Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date * Charles D. Miller Chairman and Director January 27, 2000 * President, Chief January 27, 2000 R. Bruce Andrews Executive Officer and Director (principal executive officer) /s/ Mark L. Desmond Senior Vice President January 27, 2000 Mark L. Desmond and Chief Financial Officer (principal financial and accounting officer) * Director January 27, 2000 John C. Argue * Director January 27, 2000 David R. Banks * Director January 27, 2000 Sam A. Brooks, Jr. * Director January 27, 2000 Jack D. Samuelson * By: /s/ Mark L. Desmond Mark L. Desmond Attorney-in-Fact
INDEX TO EXHIBITS Exhibit Exhibit Title Number 4.1(a) Amended and Restated Articles of Incorporation, filed as Exhibit 3.1 to the Company's Registration Statement on Form S-11 (No. 33-1128), effective December 19, 1985, and incorporated herein by this reference. 4.1(b) Articles of Amendment of the Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Form 10-Q for the quarter ended March 31, 1989, and incorporated herein by this reference. 4.1(c) Articles of Amendment of Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1(c) to the Company's Registration Statement on Form S-11 (No. 33- 32251), effective January 23, 1990, and incorporated herein by this reference. 4.1(d) Articles of Amendment of Amended and Restated Articles of Incorporation of the Company filed as Exhibit 3.1(d) to the Company's Form 10-K for the year ended December 31, 1994, and incorporated herein by this reference. 4.1(e) Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Form 8-K filed September 26, 1997, and incorporated herein by this reference. *5.1 Opinion of O'Melveny & Myers LLP. 23.1 Consent of Arthur Andersen LLP, independent public accountants. *23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1 hereto). *24.1 Power of Attorney ___________________ * Previously filed EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP - EXH. 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Orange County, California January 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----