-----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, FiYAW5FtT6saBwb+z10AXAv5hoXWM0Z8UB6w1U7CywhJAdmXBvTbzKXa+bFMBt29 ciknUM9FKoqbcvdo7QtaEA== 0001047469-99-037483.txt : 19991018 0001047469-99-037483.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-037483 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991001 EFFECTIVENESS DATE: 19991001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88237 FILM NUMBER: 99721483 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 S-8 1 S-8 As filed with the Securities and Exchange Commission on October 1, 1999 File No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQUITY RESIDENTIAL PROPERTIES TRUST (Exact name of Registrant as specified in its charter) Maryland 13-3675988 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (312) 474-1300 (Address of Principal Executive Offices) LEXFORD SUBSTITUTE OPTIONS (Full Title of the Plan) Douglas Crocker II President and Chief Executive Officer Two North Riverside Plaza, Suite 400 Chicago, Illinois 60606 (Name and Address of Agent for Service) (312) 474-1300 (Telephone Number, Including Area Code, of Agent for Service) Copies to: William C. Hermann, Esq. Rudnick & Wolfe 203 North LaSalle Street, Suite 1800 Chicago, Illinois 60601 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount to be Offering Price Aggregate Amount of Title of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Shares of Beneficial Interest, $.01 par value......................... 84,946 $30.72 $2,609,542 $726 - ----------------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the amount of the registration fee based upon the weighted average price at which the options may be exercised, pursuant to Rule 457(h)(1). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have heretofore been filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement and shall be deemed to be a part hereof: (a) Annual Report on Form 10-K for the year ended December 31, 1998; (b) Quarterly Reports on Form 10-Q for the quarterly periods ending March 31, 1999 and June 30, 1999; (c) Current Reports on Form 8-K dated June 25, 1998, July 23, 1998, (report on Form 8-K and Form 8 K/A), February 24, 1999 and June 30, 1999 (two reports on Form 8-K); and (d) Report on Form 8-A/A dated August 10, 1993 (File No. 1-12252). All documents subsequently filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Errol R. Halperin, a partner at Rudnick & Wolfe, is a trustee of the Registrant. Attorneys of Rudnick & Wolfe beneficially own less than 1% of the outstanding Common Shares of Beneficial Interest of the Registrant, either directly or upon the exercise of options. ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS. Under Maryland law, a REIT organized in Maryland is permitted to eliminate, by provision in its Declaration of Trust, the liability of its trustees, officers and shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by final judgment as being material to the cause of action. The Declaration of Trust of EQR includes such a provision eliminating the liability of its trustees, officers and shareholders to the maximum extent permitted by Maryland law. The Maryland REIT law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the Maryland General Corporation Law for directors and officers of Maryland corporations. The Maryland General Corporation Law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the Maryland General Corporation Law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the Maryland General Corporation Law permits a corporation to advance reasonable expenses to a director or officer II-1 upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to trustees and officers of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws. The partnership agreements of ERP Operating Limited Partnership, of which the Registrant is the general partner, and Equity Residential Properties Management Limited Partnership (the "Management Partnership") of which the Operating Partnership is general partner, also provide for indemnification of the Registrant and its officers and trustees to the same extent indemnification is provided to officers and trustees of the Registrant in its declaration of trust, and limit the liability of the Registrant and its officers and trustees to the Operating Partnership and the Management Partnership and their respective partners to the same extent the liability of the officers and trustees of the Registrant to the Registrant and its shareholders is limited under the Registrant's declaration of trust. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index which is incorporated herein by reference. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a) (3) of the Securities Act of 1933; (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 this registration statement. 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 the 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 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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 this registration statement; PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in this registration statement. II-2 (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 herein, 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 further undertakes that, for the 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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 existing provisions or arrangements whereby the registrant may indemnify a trustee, officer or controlling person of the registrant against liabilities arising under the Securities Act of 1933, 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 trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, 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. II-3 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 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 Chicago, State of Illinois, on October 1, 1999. EQUITY RESIDENTIAL PROPERTIES TRUST By: /s/ Douglas Crocker II ----------------------------------------- Douglas Crocker II, President, Chief Executive Officer and Trustee POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Douglas Crocker II, David Neithercut and Bruce C. Strohm, or any of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith or in connection with the registration of the Securities under the Exchange Act, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name Title Date - ---- ----- ---- Chairman of the Board of Trustees October 1, 1999 - ------------------------------------ Samuel Zell /s/ Douglas Crocker II President, Chief Executive Officer and Trustee October 1, 1999 - ------------------------------------ Douglas Crocker II /s/ David J. Neithercut Executive Vice President and Chief Financial October 1, 1999 - ------------------------------------ Officer David J. Neithercut /s/ Michael J. McHugh Executive Vice President, Chief Accounting October 1, 1999 - ------------------------------------ Officer and Treasurer Michael J. McHugh /s/ Gerald A. Spector Executive Vice President, Chief Operating October 1, 1999 - ------------------------------------ Officer and Trustee Gerald A. Spector /s/ Sheli Z. Rosenberg Trustee October 1, 1999 - ------------------------------------ Sheli Z. Rosenberg /s/ James D. Harper, Jr. Trustee October 1, 1999 - ------------------------------------ James D. Harper, Jr. /s/ Errol R. Halperin Trustee October 1, 1999 - ------------------------------------ Errol R. Halperin /s/ John W. Alexander Trustee October 1, 1999 - ------------------------------------ John Alexander /s/ B. Joseph White Trustee October 1, 1999 - ------------------------------------ B. Joseph White /s/ Henry H. Goldberg Trustee October 1, 1999 - ------------------------------------ Henry H. Goldberg /s/ Edward Lowenthal Trustee October 1, 1999 - ------------------------------------ Edward Lowenthal /s/ Jeffrey H. Lynford Trustee October 1, 1999 - ------------------------------------ Jeffrey H. Lynford /s/ Stephen O. Evans Trustee October 1, 1999 - ------------------------------------ Stephen O. Evans /s/ Boone A. Knox Trustee October 1, 1999 - ------------------------------------ Boone A. Knox /s/ Michael N. Thompson Trustee October 1, 1999 - ------------------------------------ Michael N. Thompson
EXHIBIT INDEX
Sequentially Exhibit Exhibit Numbered Number Description Page ------ ----------- ------------ 4.1 * Second Amended and Restated Declaration of Trust, as amended 4.2 ** Amendment to Second Amended and Restated Declaration of Trust, as amended 4.3 *** Third Amended and Restated Bylaws 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 23.1 Consent of Ernst & Young LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (filed as part of the signature page to the Registration Statement)
- ------------------- * Included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated May 30, 1997 and incorporated herein by reference. ** Included as Exhibit A to Appendix B to the Registrant's Proxy Statement dated August 27, 1999 and incorporated herein by reference. *** Included as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference. EX-5 2 EX-5 FILE NUMBER 873697 October 1, 1999 Equity Residential Properties Trust Suite 400 2 North Riverside Plaza Chicago, Illinois 60606 Re: Equity Residential Properties Trust: Registration Statement on Form S-8 ------------------------------------- Ladies and Gentlemen: We have served as Maryland counsel to Equity Residential Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with certain matters of Maryland law arising out of the registration of 84,946 common shares (the "Shares") of beneficial interest, $.01 par value per share, of the Company ("Common Shares") covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). The Shares are issuable by the Company upon the exercise of options ("EQR Options") to purchase Common Shares that were converted from options ("Lexford Options") to purchase common shares of beneficial interest, $.01 par value per share, of Lexford Residential Trust, a Maryland real estate investment trust ("Lexford"), in the merger of Lexford with and into the Company (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of June 30, 1999, by and between the Company and Lexford (the "Merger Agreement"). Capitalized terms used but not defined herein shall have the meanings given to them in the Registration Statement. In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"): 1. The Registration Statement; Equity Residential Properties Trust October 1, 1999 Page 2 2. The Second Amended and Restated Declaration of Trust of the Company (the "Declaration of Trust") including the Articles of Merger relating to the Merger and the conversion of Lexford Options into EQR Options in the Merger, certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT"); 3. The Third Amended and Restated Bylaws of the Company, certified as of the date hereof by its Secretary; 4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; 5. Resolutions adopted by the Board of Trustees of the Company relating to the issuance and registration of the Shares in connection with the Merger (the "Resolutions"), certified as of the date hereof by the Secretary of the Company; 6. The Merger Agreement; 7. A specimen of the certificate evidencing the Common Shares, certified as of the date hereof by the Secretary of the Company; 8. A certificate executed by the Secretary of the Company, dated the date hereof; and 9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed the following: 1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so. 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. 3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. Equity Residential Properties Trust October 1, 1999 Page 3 4. Any Documents submitted to us as originals are authentic. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. 5. The Shares will not be issued in violation of any restriction or limitation contained in the Declaration of Trust. 6. All requisite trust action was taken by Lexford to validly approve the Merger under Maryland law. Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that: 1. The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. 2. The Shares have been duly authorized for issuance and, when and if issued and delivered against payment therefor in accordance with the Resolutions and the Merger Agreement, will be (assuming that upon any such issuance the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust) validly issued, fully paid and nonassessable. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity (except Rudnick & Equity Residential Properties Trust October 1, 1999 Page 4 Wolfe, counsel to the Company) without, in each instance, our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23.1 3 EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) of Equity Residential Properties Trust related to the Lexford Substitute Options of our reports indicated below with respect to the financial statements indicated below included in Equity Residential Properties Trust's filings as indicated below, filed with the Securities and Exchange Commission.
- ------------------------------------------------------- -------------------------- -------------------------- Date of Auditors' Financial Statements Report Filing - ------------------------------------------------------- -------------------------- -------------------------- Consolidated financial statements and schedule of February 17, 1999 1998 Annual Equity Residential Properties Trust at December 31, except for Note 24, Report on Form 10-K 1998 and 1997 and for each of the three years in as to which the date the period ended December 31, 1998 is March 5, 1999 Statement of Revenue and Certain Expenses of Sonterra April 30, 1998 Current Report on at Foothill Ranch for the year ended December 31, 1997 Form 8-K dated June 25, 1998 Combined Statement of Revenue and Certain Expenses of April 30, 1998 Current Report on the Lincoln Property Company Probable Properties for Form 8-K dated June the year ended December 31, 1997 25, 1998 Statement of Revenue and Certain Expenses of The May 1, 1998 Current Report on Emerson Place Apartments for the year ended December Form 8-K dated June 31, 1997 25, 1998 Combined Statement of Revenue and Certain Expenses of May 1, 1998 Current Report on The Magnum Probable Properties for the year ended Form 8-K dated June December 31, 1997 25, 1998 Combined Statement of Revenue and Certain Expenses of May 29, 1998 Current Report on the Frederick Probable Properties for the year ended Form 8-K dated June December 31, 1997 25, 1998
- ------------------------------------------------------- -------------------------- -------------------------- Date of Auditors' Financial Statements Report Filing - ------------------------------------------------------- -------------------------- -------------------------- Statement of Revenue and Certain Expenses of Harbor June 2, 1998 Current Report on Pointe for the year ended December 31, 1997 Form 8-K dated June 25, 1998 Statement of Revenue and Certain Expenses of The June 4, 1998 Current Report on Fairfield for the year ended December 31, 1997 Form 8-K dated June 25, 1998 Combined Statement of Revenue and Certain Expenses of June 4, 1998 Current Report on the Lakes at Vinings Apartments and Martins Landing Form 8-K dated June Apartments Probable Properties for the year ended 25, 1998 December 31, 1997 Statement of Revenue and Certain Expenses of The June 9, 1998 Current Report on Northridge Apartments for the year ended December 31, Form 8-K dated June 1997 25, 1998 Combined Statement of Revenue and Certain Expenses of June 10, 1998 Current Report on TCRS Properties for the year ended December 31, 1997 Form 8-K dated June 25, 1998 Statement of Revenue and Certain Expenses of the June 11, 1998 Current Report on Portside Towers Apartments for the year ended Form 8-K dated June December 31, 1997 25, 1998 Statement of Revenue and Certain Expenses of The June 11, 1998 Current Report on Coconut Palm Club Apartments for the year ended Form 8-K dated June December 31, 1997 25, 1998 Combined Statement of Revenue and Certain Expenses of June 18, 1998 Current Report on The Focus Group Properties for the year ended Form 8-K dated June December 31, 1997 25, 1998
/S/ ERNST & YOUNG LLP Chicago, Illinois October 1, 1999 EX-23.2 4 EXHIBIT 23.2 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 16, 1998 included in Equity Residential Properties Trust's Form 8-K (No. 001-12252) dated July 23, 1998. Arthur Andersen LLP /s/ Arthur Andersen LLP Atlanta, Georgia October 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----