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As filed with the Securities and Exchange Commission on October 25, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Wynn Las Vegas, LLC
(Exact name of Registrant as specified in its charter)
| Nevada | 7990 | 88-0494878 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Wynn Las Vegas Capital Corp.
(Exact name of Registrant as specified in its charter)
| Nevada | 7990 | 46-0484992 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
and Other Registrants
(See Table of Other Registrants Listed Below)
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Ronald J. Kramer
Wynn Resorts, Limited
President
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| C. Kevin McGeehan, Esq. Ashok W. Mukhey, Esq. Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, CA 90067-4276 (310) 277-1010 |
Pamela B. Kelly, Esq. Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 (213) 485-1234 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
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, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ý 333-98369
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. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee(2) |
||
|---|---|---|---|---|
| 12% Second Mortgage Notes due 2010 | $5,000,000 | $460 | ||
| Guarantees of 12% Second Mortgage Notes due 2010 | None | $0 | ||
- (1)
- Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
- (2)
- Previously paid. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the guarantees.
| Exact Name of Registrant as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
||
|---|---|---|---|---|
| Desert Inn Water Company, LLC | Nevada | 88-0460932 | ||
| Palo, LLC | Delaware | 88-0464820 | ||
| Valvino Lamore, LLC | Nevada | 88-0459742 | ||
| Wynn Design & Development, LLC | Nevada | 88-0462235 | ||
| Wynn Resorts Holdings, LLC | Nevada | 88-0460933 | ||
| World Travel, LLC | Nevada | 47-0846667 | ||
| Las Vegas Jet, LLC | Nevada | 88-0460935 | ||
| Wynn Resorts, Limited | Nevada | 46-0484987 |
This registration statement is being filed with respect to the 12% second mortgage notes due 2010 co-issued by Wynn Las Vegas, LLC, a Nevada limited liability company, and Wynn Las Vegas Capital Corp., a Nevada Corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-98369) filed with the Securities and Exchange Commission, which was declared effective by the Commission on October 25, 2002, are hereby incorporated by reference into, and shall be deemed as part of, this registration statement.
The price related information omitted from the registration statement on Form S-1 (File No. 333-98369) in reliance on Rule 430A under the Securities Act of 1933, as amended, consists of the following:
Second Mortgage Notes
| Coupon | 12% | |
Principal Amount |
$370,000,000 |
|
Purchase price at issue: |
92.793% |
|
Maturity: |
November 1, 2010 |
|
Interest payment dates: |
May 1 and November 1, commencing May 1, 2003 |
|
Record dates: |
April 15 and October 15 |
|
Optional redemption premium: |
If on or after November 1, |
Redemption Price |
||
|---|---|---|---|---|
2006 |
112% |
|||
2007 |
108% |
|||
2008 |
104% |
|||
2009 and thereafter |
100% |
|||
Amount redeemable with proceeds of equity offerings: |
35% of the principal amount of the Notes at 112% of principal amount |
|||
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| VALVINO LAMORE, LLC | |||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| WORLD TRAVEL, LLC | |||
By: |
Wynn Las Vegas, LLC, its member |
||
By: |
Wynn Resorts Holdings, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| LAS VEGAS JET, LLC | |||
By: |
Wynn Las Vegas, LLC, its member |
||
By: |
Wynn Resorts Holdings, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-3
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| WYNN DESIGN & DEVELOPMENT LLC | |||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| DESERT INN WATER COMPANY, LLC | |||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-5
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| WYNN RESORTS HOLDINGS, LLC | |||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-6
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| PALO, LLC | |||
By: |
WYNN RESORTS HOLDINGS, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-7
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| WYNN LAS VEGAS, LLC | |||
By: |
WYNN RESORTS HOLDINGS, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-8
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| WYNN LAS VEGAS CAPITAL CORP. | |||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Treasurer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Director and President | October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-9
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 25th day of October, 2002.
| WYNN RESORTS, LIMITED | |||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board |
October 25, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
October 25, 2002 |
||
* Ronald J. Kramer |
Director |
October 25, 2002 |
||
* Robert J. Miller |
Director |
October 25, 2002 |
||
* Elaine P. Wynn |
Director |
October 25, 2002 |
||
* Stanley R. Zax |
Director |
October 25, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-10
EXHIBIT INDEX
| Exhibit No. |
Description |
|
|---|---|---|
| 5.1 | Opinion of Irell & Manella LLP. | |
| 23.1 | Consent of Irell & Manella LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Deloitte & Touche LLP. | |
| 24.1 | Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp. and the other registrants named therein (Registration No. 333-98369). |
Other Registrants
EXPLANATORY NOTE
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
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[IRELL & MANELLA LLP]
October 25, 2002
Wynn
Las Vegas, LLC
Wynn Las Vegas Capital Corp.
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act.
Ladies and Gentlemen:
We are counsel to Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas"), and Wynn Las Vegas Capital Corp., a Nevada corporation ("Capital" and, together with Wynn Las Vegas, the "Companies"), in connection with the filing by the Companies with the Securities and Exchange Commission (the "Commission") of a registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the proposed issuance by the Companies of $370 million aggregate principal amount of their second mortgage notes due 2010 (the "Notes"), including $5 million of Notes registered under a registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act (the "462(b) Registration Statement"). The Notes will contain guarantees (the "Guarantees") by Desert Inn Water Company, LLC, a Nevada limited liability company, Palo, LLC, a Delaware limited liability company, Valvino Lamore, LLC, a Nevada limited liability company, Wynn Design & Development, LLC, a Nevada limited liability company, Wynn Resorts Holdings, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, and Las Vegas Jet, LLC, a Nevada limited liability company (collectively, the "Guarantors"). The Notes and the Guarantees, upon issuance, will be governed by an Indenture (the "Indenture") by and among the Companies, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"), in the form filed as an exhibit to the Registration Statement. This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
- 1.
- The
Registration Statement, in the form filed with the Commission;
- 2.
- The
charter documents of the Companies and their parent, Wynn Resorts, Limited ("Resorts"), as currently in effect;
- 3.
- The
form of the Indenture; and
- 4.
- The form of the Notes (including the Guarantees).
We also have examined such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to certain facts material to this opinion, we have relied without independent verification upon oral or written statements and factual representations of officers and other representatives of the Companies, the Guarantors, Resorts and others.
Based upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that, when (i) the Registration Statement and the 462(b) Registration Statement, as they are finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and (ii) the Notes and Guarantees are duly executed, issued and
delivered by duly authorized officers of the Companies and the Guarantors, respectively, and authenticated by the Trustee, all in accordance with the terms of the Indenture and the prospectus contained in the Registration Statement and incorporated in the 462(b) Registration Statement, the Notes issued by the Companies and the Guarantees issued by the Guarantors will be legally issued and the Notes and the Guarantees will constitute valid and binding obligations of the Companies and the Guarantors, respectively, enforceable against the Companies and the Guarantors, respectively, in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other laws relating to or affecting creditors' rights generally and (ii) general principles of equity, whether such enforcement is considered in a proceeding in equity or at law. The enforcement of the Guarantees may be further limited by statutory provisions and case law providing certain rights and defenses to guarantors, including exoneration of guarantors from their obligations under certain circumstances.
We express no opinion as to the effect of the laws of any jurisdiction other than those of the State of New York; in particular, we express no opinion with respect to any Nevada statute, regulation or case law, including without limitation as to the effect of any Nevada statute, regulation or case law governing or relating to real or personal property securing the indebtedness and other obligations evidenced by the Notes and the Guarantees.
We have relied on the Form T-1 and the certificates delivered by the Trustee as to the qualifications, authority, legal power and eligibility of the Trustee to act as trustee under the Indenture and to perform its duties in accordance with the terms of the Indenture.
This opinion is given in respect of the Indenture, the Notes and the Guarantees only, and we express no opinion as to the legality, validity or binding effect of any related document, instrument or agreement or any other matter beyond the matters expressly set forth herein. This opinion speaks only as of its date, and we affirmatively disclaim any obligation to update this opinion letter to disclose to you facts, events or changes of law or interpretation of law occurring, arising or coming to our attention after the date hereof.
This opinion is intended to be filed as an exhibit to the 462(b) Registration Statement for the benefit of the Notes and the Guarantees to be issued pursuant thereto and may not be otherwise used or relied upon and may not be otherwise disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent. However, we consent to your filing this opinion as an exhibit to the Registration Statement and the 462(b) Registration Statement and any amendments thereto and to the use of our name under the caption "Legal Matters" therein. We further consent to the incorporation by reference of this opinion and consent in any registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Notes and the Guarantees. In giving such consents, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.
| Very truly yours, | ||
| /s/ IRELL & MANELLA LLP | ||
Irell & Manella LLP |
2
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We consent to the incorporation by reference in this Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 of Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. on Form S-1 of our reports dated June 6, 2002 (October 2, 2002 as to Note 12) (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the restatement of the financial statements at Note 12) and August 21, 2002 (October 3, 2002 as to Note 6) (which report expresses an unqualified opinion and includes and explanatory paragraph referring to the restatement of the financial statements at Note 6), appearing in the Prospectus included in Registration Statement No. 333-98369, and of our report dated June 6, 2002 relating to the financial statement schedule appearing elsewhere in Registration Statement No. 333-98369.
/s/ DELOITTE & TOUCHE LLP
October 25, 2002
INDEPENDENT AUDITORS' CONSENT