PROSPECTUS Filed Pursuant To Rule 424(b)(3)
Registration No. 333-110877
HEALTH CARE REIT, INC.
811,385 SHARES OF COMMON STOCK
Health Care REIT, Inc. is a self-administered, equity real estate
investment trust that invests in health care facilities, primarily skilled
nursing and assisted living facilities. We also invest in specialty care
facilities. Founded in 1970, we were the first real estate investment trust to
invest exclusively in health care facilities. Our principal executive offices
are located at One SeaGate, Suite 1500, Toledo, Ohio, 43604, and the telephone
number is (419) 247-2800.
The persons and entities listed in this prospectus, whom we refer to as
the "selling stockholders," may use this prospectus to offer and sell up to
811,385 shares of our common stock from time to time. We are registering these
shares for offer and sale as required under the terms of a registration rights
agreement between the selling stockholders and us. Our registration of the
offered shares does not mean that any of the selling stockholders will offer or
sell any of the shares. We will receive no proceeds of any sales of the offered
shares by the selling stockholders, but we will incur expenses in connection
with the offering.
The selling stockholders may sell the offered shares in public or
private transactions, on or off the New York Stock Exchange, at prevailing
market prices or at privately negotiated prices. The selling stockholders may
sell the offered shares directly or through agents or broker-dealers acting as
principal or agent.
Our shares of common stock are traded on the New York Stock Exchange
under the symbol "HCN." On December 1, 2003, the last reported sales price of
our common stock on the New York Stock Exchange was $35.10 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISK. SEE "CAUTIONARY STATEMENT
CONCERNING FORWARD-LOOKING STATEMENTS AND RISK FACTORS" ON PAGE 2 IN THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 2003.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
We have made or incorporated by reference in this prospectus statements
that constitute "forward-looking statements" as that term is defined in the
federal securities laws. These forward-looking statements may concern:
- the possible expansion of our portfolio;
- the performance of our operators and properties;
- our ability to enter into agreements with new viable tenants for
properties that we take back from financially troubled tenants,
if any;
- our ability to make distributions;
- our policies and plans regarding investments, financings and
other matters;
- our tax status as a real estate investment trust;
- our ability to appropriately balance the use of debt and equity;
and
- our ability to access capital markets or other sources of funds.
When we use words such as "believe," "expect," "anticipate," "estimate"
or similar expressions, we are making forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve
risks and uncertainties. Our expected results may not be achieved, and actual
results may differ materially from our expectations. This may be a result of
various factors, including, but not limited to:
- the status of the economy;
- the status of capital markets, including prevailing interest
rates;
- compliance with and changes to regulations and payment policies
within the health care industry;
- changes in financing terms;
- competition within the health care and senior housing
industries; and
- changes in federal, state and local legislation.
On May 28, 2003, the President signed into law legislation that, for
individual taxpayers, will generally reduce the tax rate on corporate dividends
to a maximum of 15% for tax years from 2003 to 2008. The dividends of a real
estate investment trust ("REIT") generally will not qualify for this reduced tax
rate because a REIT's income generally is not subject to corporate level tax.
This new law could cause stock in non-REIT corporations to be a more attractive
investment to individual investors than stock in REITs and could have an adverse
effect on the market price of our equity securities.
Other important factors are identified in our Annual Report on Form
10-K for the year ended December 31, 2002, and our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003, which are incorporated by reference
into this prospectus, and may be identified in documents filed by us with the
SEC after the date hereof that are incorporated by reference into this
prospectus, including factors identified under the headings "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." We assume no obligation to update or revise any forward-looking
statements or to update the reasons why actual results could differ from those
projected in any forward-looking statements.
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ABOUT THIS PROSPECTUS
We have not authorized anyone to provide you with different or
inconsistent information from that contained in this prospectus and the
documents incorporated herein by reference. If anyone provides you with
different or inconsistent information, you should not rely on it. You should
assume that the information in this prospectus is accurate only as of the date
hereof and that the documents incorporated herein by reference are accurate only
as of the date that such documents were filed with the SEC. Our business,
financial condition, results of operations and prospects may have changed since
these dates. 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.
This prospectus and the documents incorporated herein by reference
summarize material provisions of certain contracts and other documents. These
are summaries only, and you may wish to review the full text of those documents
for a full understanding of their terms and conditions.
Unless otherwise indicated or unless the context requires otherwise,
all references in this prospectus to "the Company," "we," "us," "our" and
similar references mean Health Care REIT, Inc. and its subsidiaries.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration statement on Form S-3 we have
filed with the SEC covering the shares of common stock that may be offered under
this prospectus. This prospectus does not contain all the information set forth
in the registration statement. We have omitted certain parts consistent with SEC
rules. For further information, please see the registration statement, including
its exhibits.
Additionally, we file annual, quarterly and current reports, proxy
statements and other information with the SEC, all of which are made available,
free of charge, on our Internet Web site at www.hcreit.com under the heading
"Investor Relations" as soon as reasonably practicable after they are filed
with, or furnished to, the SEC. You can review our SEC filings and the
registration statement by accessing the SEC's Internet site at
http://www.sec.gov. You also may read and copy the registration statement and
any reports, statements or other information on file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of those documents upon payment of a duplicating fee to the SEC.
You also may review a copy of the registration statement at the SEC's regional
offices in Chicago, Illinois and New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms.
You also can inspect our reports, proxy statements and other
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means:
- we consider incorporated documents to be part of the
prospectus;
- we may disclose important information to you by referring you
to those documents; and
- information we subsequently file with the SEC will
automatically update and supersede the information in this
prospectus.
This prospectus incorporates by reference the following documents which
have been filed with the SEC:
- Annual Report on Form 10-K for the year ended December 31,
2002.
- Quarterly Reports on Form 10-Q for the quarters ended March
31, 2003, June 30, 2003 and September 30, 2003.
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- Current Reports on Form 8-K filed February 6, 2003, March 14,
2003, May 12, 2003, June 13, 2003, July 8, 2003, July 10,
2003, September 24, 2003, October 1, 2003, October 30, 2003,
November 7, 2003 and November 14, 2003.
- The description of our common stock as set forth in our
registration statement filed under the Exchange Act on Form
8-A on June 17, 1985, including any amendment or report for
the purpose of updating such description.
- The description of the rights to purchase our Series A junior
participating preferred stock, par value $1.00 per share,
associated with our common stock, as set forth in our
registration statement filed under the Exchange Act on Form
8-A on August 3, 1994, including any amendment or report for
the purpose of updating such description.
- All subsequent documents filed by us under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934 after the date
of this prospectus and before the termination of the offering.
Upon written or oral request, we will provide each person receiving
this prospectus a free copy of any or all documents incorporated by reference
into this prospectus, including any exhibits that are specifically incorporated
by reference in such documents but otherwise without exhibits. You may direct
such requests to:
Erin C. Ibele, Vice President and Corporate Secretary
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
(419) 247-2800
www.hcreit.com
USE OF PROCEEDS
We are filing the registration statement of which this prospectus is a
part pursuant to our contractual obligation to the holders named in the section
entitled "Selling Stockholders." We will not receive any proceeds from the sale
of the shares of common stock by the selling stockholders. However, we will pay
registration expenses which we estimate to be approximately $30,000.
RESTRICTIONS ON TRANSFER OF SECURITIES
For us to qualify as a real estate investment trust, not more than 50%
in value of our outstanding capital stock may be owned, directly or indirectly,
by five or fewer individuals at any time during the last half of our taxable
year. In order to ensure that this requirement is satisfied, under our by-laws
we have the power to refuse to transfer shares of our common stock, or any
security convertible into or exercisable for shares of our common stock, to any
person whose acquisition of such shares or other securities would result in the
direct or indirect beneficial ownership of more than 9.8% in value of our
outstanding common stock. If any shares or other securities in excess of this
limit are issued or transferred to any person, such issuance or transfer shall
be valid only with respect to such amount of shares or securities as does not
exceed this limit, and such issuance or transfer will be void with respect to
the excess.
If this provision of our by-laws is determined to be invalid by virtue
of any legal decision, statute, rule or regulation, then the transferee of the
shares or other securities will be deemed to have acted as our agent in
acquiring the shares or other securities that are in excess of the limit, and
will be deemed to hold such excess shares or securities on our behalf. As the
equivalent of treasury securities for such purposes, the excess securities will
not be entitled to any voting rights, will not be considered to be outstanding
for quorum or voting purposes, and will not be entitled to receive dividends,
interest or any other distribution with respect to such securities. Any person
who receives dividends, interest or any other distribution in respect of the
excess securities will hold the same as our agent and for the transferee of the
excess securities following a permitted transfer.
In addition, under our by-laws we may refuse to transfer any shares,
passing either by voluntary transfer, by operation of law, or under the last
will and testament of any stockholder, if such transfer would or might, in the
opinion of our board of directors or counsel, disqualify us as a real estate
investment trust.
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DESCRIPTION OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BY-LAWS
ANTI-TAKEOVER PROVISIONS
Our amended certificate of incorporation and by-laws contain provisions
that may have the effect of discouraging persons from acquiring large blocks of
our stock or delaying or preventing a change in our control. The material
provisions that may have such an effect are:
- Classification of our board of directors into three classes
with the term of only one class expiring each year.
- A provision permitting our board of directors to make, amend
or repeal our by-laws.
- Authorization for our board of directors to issue preferred
stock in series and to fix the rights and preferences of the
series, including, among other things, whether and to what
extent the shares of any series will have voting rights and
the extent of the preferences of the shares of any series with
respect to dividends and other matters.
- A prohibition on stockholders taking action by written consent
in lieu of a meeting.
- Advance notice procedures with respect to nominations of
directors by stockholders.
- The grant only to our board of directors of the right to call
special meetings of stockholders.
- Limitations on the number of shares of our capital stock that
may be beneficially owned, directly or indirectly, by any one
stockholder (see "Restrictions on Transfer of Securities"
above).
- Limitations on transactions that involve us and any
stockholder who beneficially owns 5% or more of our common
stock (see "Limitations on Transactions Involving Us and Our
Stockholders" below).
- A provision permitting amendment of certain of the provisions
listed above by the stockholders only by an affirmative vote
of the holders of at least three-quarters of all of the
outstanding shares of our voting stock, voting together as a
single class.
LIMITATIONS ON TRANSACTIONS INVOLVING US AND OUR STOCKHOLDERS
Under our by-laws, in addition to any vote otherwise required by law,
our certificate of incorporation or our by-laws, the following transactions will
require the affirmative vote of the holders of at least seventy-five percent of
the voting power of our then outstanding shares of capital stock entitled to
vote generally in the election of directors, voting together as a single class:
- Our merger or consolidation with or into
- any stockholder that owns 5% or more of our voting
stock; or
- any other corporation or entity which is, or after
such merger or consolidation would be, an affiliate
of a stockholder that owns 5% or more of our voting
stock.
- Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of substantially all of our assets, in one
transaction or a series of transactions, to or with any
stockholder that owns 5% or more of our voting stock or an
affiliate of any such stockholder.
- Any reclassification of our securities, including any reverse
stock split, or recapitalization or any other transaction that
has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
our equity securities that is directly or indirectly owned by
any stockholder that owns 5% or more of our voting stock or
any affiliate of such a stockholder, whether or not the
transaction involves such a stockholder.
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- The adoption of any plan or proposal for our liquidation or
dissolution proposed by or on behalf of a stockholder that
owns 5% or more of our voting stock or any affiliate of such a
stockholder.
These provisions will not apply to any of the transactions described above if:
- we are at the time of the consummation of the transaction, and
at all times throughout the preceding twelve months have been,
directly or indirectly, the beneficial owner of a majority of
each class of the outstanding equity securities of the 5%
stockholder that is a party to the transaction; or
- the transaction has been approved by a majority of the members
of our board of directors who, at the time such approval is
given, were not affiliates or nominees of the 5% stockholder
and were either members of our board of directors prior to the
time that the 5% stockholder became a 5% stockholder, or were
successors of such directors on the recommendation of a
majority of such directors then on the board of directors; or
- both of the following conditions have been met:
- the aggregate amount of the cash and the fair market
value, as determined in good faith by our board of
directors, of the consideration other than cash to be
received per share by holders of our voting stock in
such transaction shall be at least equal to the
highest per share price paid by the 5% stockholder
for any shares of voting stock acquired by it within
the two-year period immediately prior to the first
public announcement of the proposal of the
transaction, or in the transaction in which it became
a 5% stockholder, whichever is higher; and
- the consideration to be received by holders of a
particular class of outstanding voting stock shall be
in cash or in the same form as the 5% stockholder
previously paid for shares of such voting stock. If
the 5% stockholder paid for shares of any class of
voting stock with varying forms of consideration, the
form of consideration paid by the 5% stockholder for
such class of voting stock shall be deemed to be
either cash or the form used to acquire the largest
number of shares of such class of voting stock
previously acquired by the stockholder.
The foregoing summary of certain provisions of our amended certificate
of incorporation and by-laws does not purport to be complete or to give effect
to provisions of statutory or common law. The foregoing summary is subject to,
and qualified in its entirety by reference to, the provisions of applicable law
and our amended certificate of incorporation and by-laws, copies of which are
incorporated by reference as exhibits to the registration statement of which
this prospectus is a part.
SELLING STOCKHOLDERS
The "selling stockholders" are those persons who may receive shares of
our common stock upon conversion of our 6% Series E Cumulative Convertible and
Redeemable Preferred Stock. We originally issued 1,060,000 shares of our Series
E preferred stock in a private offering to Southern Assisted Living, Inc., a
North Carolina corporation, in connection with the purchase of 32 assisted
living facilities and two parcels of land from Southern Assisted Living and
certain of its subsidiaries on September 29, 2003. Such shares were issued in
payment of $26,500,000 of the purchase price for such facilities. Southern
Assisted Living transferred 1,020,000 shares of our Series E preferred stock to
the other selling stockholders listed below in a private resale. Such entities
and persons were the holders of debt or equity securities of Southern Assisted
Living at the time of the distribution of the shares of our Series E preferred
stock to them.
The following table provides the names of the selling stockholders, the
number of shares of Series E preferred stock owned by the selling stockholders
and the aggregate number of shares of common stock that will be owned by the
selling stockholders if they convert all of the 1,060,000 shares of Series E
preferred stock, based upon a conversion rate of approximately .76546 shares of
common stock for each share of Series E preferred stock. The number of shares in
the following table represents the number of shares of common stock into which
the Series E preferred stock held by the selling stockholders are currently
convertible, and assumes that no change in the conversion price, which
determines the number of shares of our common stock issuable upon the conversion
of a share of Series E preferred stock, will have occurred. As set forth in the
Certificate of Designation which sets forth the terms of the Series E preferred
stock, a change in the conversion price will occur if, after the issuance of the
Series E preferred stock, we issue any shares of our common stock, or securities
which are convertible into our common stock, at a price per share of common
stock less than $32.66, except for issuances of common stock (i) upon the
exercise of options, or the conversion of convertible securities, outstanding on
the date of issuance of the Series E preferred stock, (ii) under our dividend
reinvestment and stock purchase plan, (iii) in capital raising transactions with
pricing discounts no greater than our normal and customary underwriting
discounts, or (iv)
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upon the exercise of certain future stock acquisition rights under any of our
benefit or compensation plans. A change in the conversion price also will occur
if, after the issuance of the Series E preferred stock, we declare a dividend on
our common stock payable in common stock, split or subdivide our common stock or
effect a reverse stock split or combine our common stock into a smaller number
of shares.
Since the selling stockholders may sell all, some or none of their
shares, we cannot estimate the aggregate number of shares that the selling
stockholders will sell pursuant to this prospectus or that each selling
stockholder will own upon completion of the offering to which this prospectus
relates.
The selling stockholders named below may from time to time offer the shares of
common stock offered by this prospectus:
Shares of
Shares of Series Common Stock Shares of Shares of
E Preferred Issuable on Common Common
Stock Owned Conversion of Stock Stock
Prior to Series E Otherwise Offered
Name Conversion(1) Preferred Stock Owned(1) Hereby
---- ------------- --------------- -------- ------
Southern Assisted Living, Inc. 40,000 30,618 - 30,618
Kitty Hawk Capital Limited Partnership, III 58,248 44,586 - 44,586
Kitty Hawk Capital Limited Partnership, IV 44,346 33,945 - 33,945
The North Carolina Enterprise Fund Limited
Partnership 73,373 56,164 - 56,164
Primus Capital Fund III Limited Partnership 96,014 73,495 - 73,495
Primus Capital Fund IV Limited Partnership 128,200 98,132 - 98,132
Primus Executive Fund Limited Partnership 5,342 4,089 - 4,089
PNC Venture Corp. (2) 236,672 181,163 - 181,163
Chartwell Capital Investors II, L.P. 221,731 169,726 - 169,726
Raymond James Capital Partners, L.P. 110,865 84,862 - 84,862
Lovett Miller Venture Fund II, Limited
Partnership 44,346 33,945 - 33,945
Pier C. Borra (3) 863 660 73,666 660
--------- ------- ------ -------
Total 1,060,000 811,385 73,666 811,385
----------
(1) Based on information provided to us by the selling stockholders.
Information on share ownership does not include any shares that may be
owned by affiliates of the named holder.
(2) Does not include any shares held by other selling stockholders in which
PNC Venture Corp. has an interest.
(3) Mr. Borra serves as a member of our Board of Directors. Mr. Borra's
other share ownership includes 31,666 shares of common stock that are
subject to issuance upon exercise by him of stock options exercisable
on or after the date hereof, which stock options were granted under our
1997 Stock Plan for Non-Employee Directors. This prospectus does not
constitute an offering of any of the shares of common stock otherwise
owned by Mr. Borra. Such other share ownership by Mr. Borra is less
than 1% of the total number of outstanding shares of our common stock.
PLAN OF DISTRIBUTION
This prospectus relates to the possible sale by the selling
stockholders of shares of our common stock if, and to the extent that, the
selling stockholders tender shares of our Series E preferred stock for
conversion into common stock. The term "selling stockholder" include donees,
pledgees or other transferees selling shares received in a "no-sale" transaction
from a named selling stockholder after the date of this prospectus.
We have registered the shares for sale by the selling stockholders to
provide them with freely tradable securities, but registration of the shares
does not necessarily mean that any of the shares will be offered or sold by the
selling stockholders.
Shares of our common stock may be sold from time to time to purchasers
directly by the selling stockholders. Alternatively, the selling stockholders
may from time to time offer the shares through dealers or agents, who may
receive compensation in the form of commissions from the selling stockholders
and the purchasers of shares for whom they may act as agent. The sale of the
shares by the selling stockholders may be effected from time to time in one or
more negotiated transactions at negotiated prices or in transactions on the New
York Stock Exchange or any other exchange or automated quotation system on which
the securities may then
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be listed or quoted. In connection with distributions of the shares or
otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the common stock in the course of hedging the positions they assume
with selling stockholders. The selling stockholders may also sell our common
stock short and deliver the shares offered hereby to close out such short
positions. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions under which
they could be required or could elect to deliver the shares offered hereby,
which shares could be resold by such broker-dealer or other financial
institution pursuant to this prospectus (as supplemented or amended, if
required, to reflect such transaction). The selling stockholders may also pledge
shares to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended, if
required, to reflect such transaction). The selling stockholders and any dealers
or agents that participate in the distribution of shares of our common stock may
be deemed to be underwriters within the meaning of the Securities Act and any
profit on the sale of shares of our common stock by them and any commissions
received by any such dealers or agents might be deemed to be underwriting
commissions under the Securities Act. When a selling stockholder elects to make
a particular offer of shares covered by this prospectus, this prospectus and, if
required, a prospectus supplement will be distributed, which, to the extent
required, will identify any underwriting discounts, commissions and other
compensation from such selling stockholder and any other required information.
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.
The selling stockholders also may resell all or a portion of the shares
offered hereby 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.
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders, but we have agreed to pay the following
expenses, estimated to be $30,000, for the registration of the shares:
- all registration and filing fees;
- fees and expenses for complying with securities or blue sky
laws, including reasonable fees and disbursements of counsel
in connection with blue sky qualifications; and
- the fees and expenses incurred in connection with listing our
common stock on the New York Stock Exchange.
We have no obligation to pay any discounts or commissions attributable
to the sale of our common stock. We also have no obligation to pay any
out-of-pocket expenses of the selling stockholders, or the agents who manage
their accounts, or any transfer taxes relating to the registration or sale of
the common stock.
We have agreed to indemnify each of the selling stockholders and the
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, as well as their respective officers,
directors, employees and agents and each person who controls such selling
stockholder or securities industry professional within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, against
certain liabilities arising from the distribution of the shares, including
liabilities arising under the Securities Act. Each of the selling stockholders
has agreed to indemnify us, each of our directors and officers and each person
who controls us, against specified losses, claims, damages, liabilities and
expenses and any actions or proceedings arising under the securities laws in
connection with this offering with respect to written information furnished to
us by such selling stockholder for use herein and any violation or alleged
violation by such selling stockholder of any federal, state or common law rule
or regulation applicable to the sale of the shares under the registration
statement of which this prospectus is a part.
To comply with any applicable state securities laws, the offered shares
may be sold only through registered or licensed brokers or dealers and the
shares will not be sold in a particular state unless the shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available.
LEGAL OPINIONS
The validity of the securities offered will be passed upon by Shumaker,
Loop & Kendrick, LLP, Toledo, Ohio.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the year ended December 31, 2002, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedules are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
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