Although the law is unclear in certain respects and the issue is therefore
not free from doubt, the new notes should not constitute applicable high yield
discount obligations because they should not bear significant original issue
discount because, by the close of the first accrual period ending more than
five years after issuance, the issuers are required by the terms of the new
notes to pay, in cash, an amount at least equal to the excess of all original
issue discount accrued to that date since the date of issuance of the old notes
over an amount equal to one year's simple uncompounded interest on the
aggregate issue price of the old notes at a rate per annum equal to the stated
interest rate on the old notes; thereafter, cash interest is required to be
In a bankruptcy proceeding involving the issuers, holders of new notes may not
have claims for the full principal amount of their notes.
If a bankruptcy case is commenced by or against any of the issuers under
federal bankruptcy law after the issuance of the new notes, the claim of a
holder of the new notes with respect to the principal amount of those notes may
be limited to the sum of:
. the initial public offering price of the new notes, and
. that portion of the original issue discount which is not deemed to
constitute "unmatured interest" for purposes of federal bankruptcy law.
Any original issue discount that was not amortized as of any such bankruptcy
filing would constitute "unmatured interest."
Actual results of our operations may differ from those contained in forward-
We make forward-looking statements throughout this prospectus. Whenever you
read a statement that is not simply a statement of historical fact, such as
when we describe what we believe, expect or anticipate will occur, and other
similar statements, you must remember that our expectations may not be correct,
even though we believe they are reasonable. You should read this prospectus
completely and with the understanding that actual future results may be
materially different from what we expect as a result of certain factors,
including the risks faced by us described in the "Risk Factors" section and
elsewhere in this prospectus. We will not update these forward-looking
statements, even though our situation will change in the future.