PROSPECTUS
BALL
CORPORATION
Dividend
Reinvestment and Voluntary Stock Purchase Plan for Shareholders
2,000,000
Shares of Common Stock Without par value
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
Dividend Reinvestment and Voluntary Stock Purchase Plan for Shareholders
(the
“Plan”) of Ball Corporation provides a simple and convenient method for the
Shareholders of the Company’s Common Stock to purchase shares of the Company’s
Common Stock without payment of a brokerage commission or service
charge.
Participants
in the Plan may have cash dividends on their shares of Common Stock
automatically reinvested and, if they choose, invest by making optional cash
payments of not less than $25 per payment nor more than a total of $2,000
per
month.
The
purchase price of the shares of Common Stock purchased by reinvestment of
cash
dividends and by investment of optional cash payments will be 95 percent
and 100 percent, respectively, of the
average of the high and low sale prices of the Company’s Common Stock (as
published in The Wall Street Journal report of the New York Stock
Exchange - Composite Transactions, corrected for any reporting errors) for
the
Investment Date, or, if the Common Stock is not traded on the Investment
Date,
the last trading day preceding the Investment Date on which the Common Stock
is
traded.
This
Prospectus relates to 2,000,000 authorized and unissued shares of the Company’s
Common Stock registered for purchase under the Plan. The shares
reserved for the Plan and held under the Plan shall be subject to adjustment
through declaration of stock dividends and through recapitalization resulting
in
stock splits-ups,
combinations or exchanges or otherwise. It is suggested that this
Prospectus be retained for future reference.
No
person
is authorized to give any information or to make any representations other
than
those contained in this Prospectus in connection with the offer contained
in
this Prospectus, and, if given or made, such information must not be relied
upon
as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date thereof.
The
date
of this prospectus is May 30November
1, 2007
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THE
COMPANY
Ball
Corporation, an Indiana
corporation (the “Company”), has its principal executive offices at
10 Longs Peak Drive, Broomfield, Colorado 80021 (telephone number (303)
469-3131).
DESCRIPTION
OF THE PLAN
The
following is a question and answer
statement of the provisions of the Dividend Reinvestment and Voluntary Stock
Purchase Plan for Shareholders of the Company. Questions and
Answers 1 through 2526
both explain and constitute the Plan, which was adopted by the Board of
Directors on October 25, 1977, as amended and renamed by action of the
Board of Directors, acting by and through its Executive Committee, on
August 27, 1979, as amended on January 27, 1982, and on
January 27, 1992.
PURPOSE
1. What
is the purpose of the Plan?
The
purpose of the Plan is to provide
pParticipants
with a simple and convenient method of investing cash dividends and optional
cash payments in shares of Common Stock of the Company, without payment of
any
brokerage commission or service charge. Since such
shares of Common Stock will be purchased from the Company, the Company will
receive additional funds needed for the repayment of debt, for working capital,
and for other corporate purposes.
ADVANTAGES
2. What
are the features of the Plan?
As
a pParticipant
in the Plan, (a) you may purchase shares of Common Stock at a 5
percent discount from the market price by reinvesting cash dividends,
as paid from time to time, on all of the shares of Common Stock registered
in
your name, or (b) you may purchase shares of Common Stock by making
optional cash payments of not less than $25 per payment up to a maximum of
$2,000 per month, or (c) you may do both. You do not pay any
brokerage commission or service charge for your purchases under
the Plan. Full investment of funds is possible under the Plan because
the Plan permits fractions of shares, as well as full shares, to be credited
to
your account. You can avoid the inconvenience and expense of
safekeeping certificates for shares credited to your account under the
Plan. A statement of account will be mailed to you after each
purchase to provide simplified record keeping.
ADMINISTRATION
3. Who
administers the Plan for pParticipants?
Computershare
Trust Company, N.A. (the
“Agent”) administers the Plan for the Company, keeps records, sends statements
of account to pParticipants
and performs other duties relating to the Plan.
ELIGIBILITY
4. Who
is eligible to participate?
All
holders of record of shares of
Common Stock of the Company are eligible to participate in the
Plan. Beneficial owners of shares of Common Stock whose shares are
registered in names other than their own (for instance, in the name of a
broker
or bank nominee) must either become shareholders of record by having shares
transferred into their own names or have their broker or nominee act for
them.
PARTICIPATION
BY SHAREHOLDERS
5. How
do shareholders participate?
A
holder of record of shares of Common
Stock may join the Plan at any time by going online to
www.computershare.com or by completing and signing a shareholder
Enrollment Form and returning it to the Agent. If your shareholder
Enrollment Form is received by the Agent ON OR BEFORE the record date for
determining the shareholders entitled to the next dividend, reinvestment
of your
dividends will
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commence
with such dividend. The record dates for quarterly dividends
customarily payable in the middle of March, June, September and December
are
normally on the first day of the month or in the early part of these
months. (Historically, the Company has paid dividends at these times,
although there can be no assurance that this policy will
continue.) If your shareholder Enrollment Form is received AFTER the
record date, reinvestment of your dividends will not start until payment
of the
next dividend declared after your shareholder Enrollment Form is
received. For example, if the shareholder Enrollment Form is received
by the Agent on or before the December dividend record date, the December
dividend will be reinvested. A shareholder Enrollment Form and a
postage-paid return envelope may be obtained at any time by writing to
Computershare Trust Company, N.A., Ball Corporation Dividend Reinvestment
and
Voluntary Stock Purchase Plan for Shareholders, P.O. Box 43078, Providence,
Rhode Island 02940-3078, by calling the Agent at 1-800-446-2617 or by going
online to www.computershare.com.
6. What
are my options under the Plan?
You
may
choose either or both of the following investment options:
(a) To
reinvest automatically cash dividends on all shares registered in your name
at
95100 percent
of the current market price (see the answer to Question 11 for a
description of how this is computed); and/or
(b) To
invest by making optional cash payments of not less than $25 per payment
in any
amount up to a total maximum amount of $2,000 per month, whether or not your
dividends are being reinvested, at 100 percent of the current market price
as defined in the Plan.
See
the
answer to Question 10 as to the timing of purchases.
7. May
I change options under the Plan?
Yes. You
may change options
at any time by going online at www.computershare.com, by calling the
Agent at 1-800-446-2617 or completing and signing a new shareholder Enrollment
Form and returning it to the Agent. The answer to Question 5
explains how to obtain a shareholder Enrollment Form and return
envelope. Any change of option concerning the reinvestment of
dividends must be received by the Agent on or before the record date for
a
dividend (see Question 8) in order for the change to become effective with
that dividend.
REINVESTMENT
OF DIVIDENDS
8. How
are dividends reinvested?
If
your shareholder Enrollment Form is
received by the Agent on or before the record date for determining the holders
of shares entitled to the next dividend, reinvestment of your dividends will
commence with such dividend. Your dividends will be used by the Agent
to purchase full and/or fractional shares from the Company. The Agent
will credit the shares to the accounts of the individual pParticipants. Shares
held for the accounts of pParticipants
are registered in the name of the Agent’s nominee.
OPTIONAL
CASH PAYMENTS
9. How
does the cash payment option work?
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To
make additional cash investments by
check. You
may invest in additional shares of Common Stock by making optional
cash
payments of not less than $25 per payment. Optional payments
may be made at irregular intervals and the amount of each such
payment may
vary, but total payments invested may not exceed $2,000 per
month. Participants in the Plan have no obligation to make any
optional cash payments.
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An
optional cash payment may be made by enclosing a check with the shareholder
Enrollment Form when enrolling; or thereafter by forwarding a check to the
Agent
with a payment form which will be attached to each statement of
account. Checks must be made payable to Computershare—Ball
Corporation, in United States dollars, drawn on a United States bank and
sent to
P.O. Box 6006, Carol Stream, Illinois 60197-6006. No interest
will
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be
paid
on optional cash payments. The Agent will not accept cash, traveler’s
checks, money orders or third party checks for optional cash
payments. All
costs associated with processing cash payments shall be borne by the
Participant.
In
the
event that any deposit is returned unpaid for any reason, the Agent will
consider the request for investment of such funds null and void and shall
immediately remove from your account shares, if any, purchased upon the prior
credit of such funds. The Agent shall thereupon be entitled to sell
these shares to satisfy any uncollected balance. If the net proceeds
of the sale of such shares are insufficient to satisfy the balance of such
uncollected amount, the Agent shall be entitled to sell additional shares
from
your account to satisfy the uncollected balance. A $25 fee will be
charged for any optional cash payment returned unpaid.
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One-time
online bank debit. You can make additional cash
investments by going to the Agent’s website at
www.computershare.com and authorizing a one-time online bank debit
from an account at a United States bank or financial
institution. One-time online optional cash payment funds will
be held by the Agent for three banking days before they are
invested. You should refer to the online confirmation for your
bank account debit date and investment date. When investing by
one-time online bank debit, you do not need to invest the same
amount each
time and you are under no obligation to make any investments in
any month
or at any particular time. However, payments may not be less
than $25 per payment and not more than $2,000 per month. Any
bank charges or overcharges shall be borne by the
Participant.
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Recurring
automatic deductions from your bank account. You can
make additional cash investments on a regular, recurring basis
by
authorizing an Automated Clearing House (ACH) withdrawal from your
account
at a United States bank or financial institution. You can
authorize funds to be withdrawn from your account on the 9th day
of each
month. If the 9th day of the month is not a business day, your
funds will be withdrawn on the next business day. This feature
enables you to make ongoing investments without writing a
check. To authorize automatic withdrawals, you must complete a
Direct Debit Authorization Form which can be obtained by calling
the Agent
or by accessing your account through the Agent’s website at
www.computershare.com. Your request will be processed
and will become effective as promptly as practicable; however,
you should
allow four to six weeks for your first investment to be
initiated. Automatic deductions will continue at the level you
set until you change your instructions by notifying the
Agent. Automatic deductions may not be less than $25 per
payment and not more than $2,000 per month. Any bank charges or
ACH charges shall be borne by the
Participant.
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The
Agent will assess you a fee of $25 if any optional cash payment is returned
unpaid, whether the investment was made by check or an attempted automatic
withdrawal from your bank account.
PURCHASES
10. When
will purchases of Common Stock be made?
Optional
cash payments received by the
Agent two business days BEFORE the 15th day of
any month
will be applied by the Agent to the purchase of additional shares of Common
Stock from the Company on, or shortly after, the 15th day of
the month
during which cash payments have been received by the Agent. Optional
cash payments received by the Agent AFTER two business days prior to the
15th day of
any month
will be held for investment on the 15th day of
the next
month unless the Agent is specifically requested in writing to return the
payment to the shareholder.
Cash
dividends on shares registered in
the names of pParticipants
and designated for reinvestment, and cash dividends on shares held by the
Agent
in Plan accounts will be applied by the Agent on the Investment Date to the
purchase of additional shares of Common Stock. The “Investment Date”
is the dividend payable date, when, as and if declared by Ball
Corporation. Historically, the
4
Company
has paid dividends in March, June, September and December, although there
can be
no assurance that this policy will continue.
11. What
will be the price of shares purchased under the Plan?
The
purchase price of the shares of
Common Stock purchased by reinvestment of cash dividends and investment of
optional cash payments will be 95 percent and
100 percent, respectively, of the average of the high
and low sale prices of the Company’s Common Stock (as published in The Wall
Street Journal report of the New York Stock Exchange - Composite
Transactions, corrected for any reporting errors) for the Investment Date,
or,
if the Common Stock is not traded on the Investment Date, for the last trading
day preceding the Investment Date on which the Common Stock is
traded.
12. How
will the number of shares purchased for a pParticipant
be determined?
The
number of shares that will be
purchased for you on any Investment Date will depend on the amount of your
dividend, the amount of any optional cash payments and the applicable purchase
price of the Common Stock. Your account will be credited with the
number of shares, both full and fractional, that results from dividing the
amounts of your dividends and optional payments to be invested by the applicable
purchase price.
COSTS
13. Are
there any charges to me for my purchases under the Plan?
Yes, currently Participants will be charged a $5.00 service fee per transaction for any additional cash investment made by check or one-time online bank debit and a $2.50 service fee per transaction for any additional cash investment made via recurring automatic deductions. There are no brokerage fees for purchases of shares that are purchased directly from the Company. All costs for administration of the Plan including dividend reinvestment will be paid by the Company. However, if you request the Agent to sell your shares in the event of your withdrawal from the Plan, the Agent will deduct any brokerage commission and transfer tax (currently $10.00 service fee per sale and $0.12 per share brokerage commission) incurred (see Question 20).
DIVIDENDS
14. Will
dividends be paid on shares held in my Plan account?
Yes. Cash
dividends on full
shares, and any fraction of a share, credited to your account are automatically
reinvested in additional shares and credited to your account.
REPORTS
TO PARTICIPANTS
15. What
kind of reports will be sent to me?
Following
each purchase of shares for
your account, the Agent will mail to you a statement showing amounts invested,
purchase price, the number of shares purchased, the fair market value of
the
shares purchased and other similar information for the year to
date. These statements are your record of the costs of your purchases
and should be retained for income tax and other purposes. In
addition, you will receive copies of the same communications sent to all
other
holders of shares of Common Stock, including the Company’s quarterly reports and
annual report to shareholders, a notice of the annual meeting and proxy
statement and Internal Revenue Service information for reporting dividend
income
received. You may also view year-to-date transaction activity in your
account under the Plan for the current year, as well as activity in prior
years,
by accessing your account at www.computershare.com.
5
CERTIFICATES
FOR SHARES
16. Will
I receive certificates for shares of Common Stock purchased under the
Plan?
Shares
of Common Stock purchased by the
Agent for your account will be registered in the name of the Agent’s nominee and
certificates for such shares will not be issued to you until requested by
you. The total number of shares credited to your account will be
shown on each statement of account. This custodial service protects
you against the risk of loss, theft or destruction of stock
certificates.
Certificates
for any number of whole
shares credited to your account will be issued to you at any time upon
telephonic, Internet or written request to the Agent. Any remaining
full shares and fraction of a share will continue to be credited to your
account. Certificates for fractions of shares will not be issued
under any circumstances.
17. May
shares held in my Plan account be pledged?
No. If
you wish to pledge
shares credited to your Plan account, you must request certificates for such
shares.
18. In
whose name will certificates be registered when issued?
When
issued to you upon your request,
certificates for shares will be registered in the name in which your Plan
account is maintained. Generally, this will be the name or names in
which your certificates are registered at the time you enroll in the
Plan.
19. May
I deposit shares of Common Stock I hold for safekeeping in my
account?
You
may deposit any Company Common
Stock certificates registered in your name with the Agent for “safekeeping” to
be held in your Plan account at no cost. Safekeeping is beneficial because
you
no longer bear the risk and cost associated with the loss, theft or destruction
of stock certificates. Shares deposited and held for safekeeping will be
treated
in the same manner as shares purchased through the Plan. There is no
fee for this service.
To
use the safekeeping service,
complete the transaction form that is part of your regular account statement
and
send it together with your stock certificates to the Agent at the address
indicated on the form. Or, simply send your certificates to the Agent at
P.O.
Box 43078, Providence, Rhode Island 43078-3078, and be sure to include a
written request to have your certificates deposited. Do
not endorse the certificates
or
complete the assignment section. You should send your certificates by
registered or certified mail, with return receipt requested, or some other
form
of traceable mail, and properly insured.
The
certificates are your
responsibility until received by the Agent. The Agent will confirm the receipt
of stock certificates deposited for safekeeping.
WITHDRAWAL
FROM THE PLAN
You
may withdraw from the Plan at any
time by accessing your account at www.computershare.com, by calling the
Agent at 1-800-446-2617 or by sending a written notice that you wish to withdraw
to Computershare Trust Company, N.A., Ball Corporation Dividend Reinvestment
and
Voluntary Stock Purchase Plan for Shareholders, P.O. Box 43078, Providence,
Rhode Island 02940-3078. When you withdraw from the Plan, or upon
termination of the Plan by the Company, certificates for whole shares credited
to your account under the Plan will be issued to you and you will receive
a cash
payment for any fraction of a share (see Question 2021)
and for any optional cash payments that you have made which have not yet
been
used to purchase Common Stock.
Upon
withdrawal from the Plan, you may,
if you desire, also request that all of the shares credited to your Plan
account
be sold by the Agent. If such sale is requested, the sale of all
whole shares in your Plan account will be made for your account by the Agent
as
soon as practicable, and in no event later than five business days of the
Agent’s receipt of the request. You will receive from the Agent a
check for the proceeds of the sale minus any brokerage commission, if the
services of a broker are used, and any transfer fees incurred. You
will also receive a cash payment for any fraction of a share (see
Question 2021)
and for any optional cash payments that you have made which have not yet
been
used to purchase
6
Common
Stock. In the event you have been reinvesting your dividends and your
notice of withdrawal is received by the Agent AFTER a record date for a dividend
payment, the Agent, in its sole discretion, may either distribute that dividend
in cash or reinvest it in shares on your behalf. In the event the
dividend is reinvested, the Agent will process your withdrawal from the Plan
as
soon as practicable, but in no event later than five business days after
the
purchase is completed.
When
you withdraw from the Plan, a cash
adjustment representing the proceeds from the sale of any fractional share
then
credited to your account, less any brokerage commission, if the services
of a
broker are used, and any transfer tax incurred, will be mailed directly to
you.
OTHER
INFORMATION
To
sell shares in your dividend
reinvestment account, you may use the form which is part of your account
statement, telephone Computershare Trust Company, N.A. at 1-800-446-2617
or
access your account at www.computershare.com. All sale
requests having an anticipated market value of $100,00025,000
or more are expected to be submitted in written form. In addition,
all sale requests within 30 days of an address change are expected to be
submitted in written form.
If
you sell or transfer a portion of
the shares of Common Stock registered in your name, then the dividends on
shares
remaining in your name and in your account will continue to be reinvested
until
you notify the Agent that you wish to withdraw from the Plan.
If
you dispose of all shares of Common
Stock registered in your name, the dividends on the shares credited to your
Plan
account will continue to be reinvested until you notify the Agent that you
wish
to withdraw from the Plan.
Any
shares distributed by the Company
as a stock dividend on shares (including fractional shares) credited to your
account under the Plan, or upon any split of such shares, will be credited
to
your account. Stock dividends or splits distributed on all other
shares held by you and registered in your own name will be mailed directly
to
you.
Yes. You
will receive a
proxy card for the total number of whole shares held—both the shares registered
in your name and those credited to your Plan account. The total
number of whole shares held may also be voted by telephone or via the
Internet. Fractional shares held in Plan accounts will not be
voted.
Neither
the Company nor the Agent, in
administering the Plan, will accept liability for any act done in good faith
or
for any good-faith omission to act, including, without limitation, any claim
or
liability arising out of failure to terminate a pParticipant’s
account upon such pParticipant’s
death prior to receipt by the Agent of notice in writing of such death, for
purchases or sales and profits reflected in your Plan account or the dates
of
purchases or sales of your Plan shares or for any fluctuation in the market
value after your purchase or sale of shares.
NEITHER
THE COMPANY NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST
A
LOSS ON SHARES PURCHASED UNDER THE PLAN.
The
Company reserves the right to
modify, suspend or terminate the Plan at any time. Any such
modification, suspension or termination will not affect previously executed
transactions. The Company also reserves the right to adopt, and from
time to time change, such administrative rules and regulations (not inconsistent
in substance with the basic provisions of the Plan as then in effect) as
it
deems desirable
7
or
appropriate for the administration of the Plan. The Agent reserves
the right to resign at any time upon reasonable written notice to the
Company.
USE
OF PROCEEDS
The
Company has no basis for estimating
precisely either the number of shares of Common Stock that ultimately may
be
sold pursuant to the Plan, or the prices at which such shares will be
sold. However, the Company proposes to use the net proceeds from the
sale of shares of Common Stock pursuant to the Plan, when and as received,
to
repay debt of the Company, for working capital and for other corporate
purposes.
FEDERAL
INCOME TAX CONSEQUENCES
Under
Internal Revenue Service rulings
in connection with similar plans, the full fair market value of the shares
purchased with reinvested dividends is taxable as dividend income to the
pParticipant. This
means that in addition to the reinvested dividends being taxable, the 5
percent discount allowed on the purchase of shares withthe
reinvested dividends under the Plan isare
also taxable as dividend income to the pParticipant
in the year the shares are purchased. Your statements of account will
show the fair market value of the Common Stock purchased with reinvested
dividends, and a statement mailed to you at year-end will show total dividend
income and the additional income which, under the above rulings, is
deemed to result from the 5 percent discount.
Federal
law may require that income tax
be withheld from the payment of dividends. The Agent shall apply to
the purchase of shares of Common Stock on behalf of each pParticipant
an amount equal to the dividends payable to such pParticipant
less the amount of tax required to be withheld.
You
will not realize any taxable income
on the purchase of shares under the optional cash payment plan.
You
will not realize any taxable income
when you receive certificates for whole shares credited to your account,
either
upon your request for such certificates or upon withdrawal from or termination
of the Plan.
You
may realize a gain or loss when
shares are sold or exchanged, whether such sale or exchange is pursuant to
your
request to withdraw from the Plan or takes place after withdrawal from or
termination of the Plan. You may also realize a gain or loss if you
withdraw from the Plan and receive a cash payment for a fraction of a share
credited to your account. The amount of such gain or loss will be the
difference between the amount you receive for the shares or fraction of a
share
and the tax basis thereof, as the tax basis is defined below for tax
purposes.
In
accordance with the rulings referred
to above, your tax basis of shares acquired under the Plan by reinvestment
of
dividends will be equal to the fair market value of the shares on the dividend
payment dates (Investment Dates under the Plan) as of which the shares were
purchased for your Plan account. The tax basis of shares purchased at
fair market value with an optional cash payment will be the amount of such
optional cash payment.
The
holding period of shares of Common
Stock acquired under the Plan, whether purchased with dividends or optional
cash
payments, will begin on the day following the date as of which the shares
were
purchased for your account.
In
the case of foreign
pParticipants
who elect to have their dividends reinvested and whose dividends are subject
to
United States income tax withholding, an amount equal to the dividends payable
to such pParticipants,
less the amount of tax required to be withheld, will be applied by the Agent
to
the purchase of shares of Common Stock.
For
further information as to the tax
consequences of participation in the Plan, you should consult your own tax
advisor.
8
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
following documents have been filed
by the Company with the Securities and Exchange Commission and are incorporated
herein by reference:
(1) The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2006.
(2)
Quarterly Reports on Form 10-Q for the quarters ended April 1, 2007,
July 1, 2007, and September 30, 2007.
(3) The
Company’s Notice of the 2007 Annual Meeting of Shareholders and Proxy Statement
dated March 19, 2007, issued in connection with the Annual Meeting of
Shareholders held on April 25, 2007.
(34) The
description of the common stock contained in the Company’s Prospectus dated
May 17, 1979 (Registration No. 33-21506), and the restated Rights
Agreement dated July 26, 2006, and as registered pursuant to Form 8
dated August 3, 2006.
All
documents filed pursuant to
Section 13 or 14 of the Securities Exchange Act of 1934 after the date of
this Prospectus and prior to the termination of this offering shall be deemed
to
be incorporated by reference in this Prospectus and to be part hereof from
the
date of filing of such documents.
ADDITIONAL
INFORMATION
Reports,
proxy statements and other
information filed by the Company is
available at www.ball.com and can be inspected and copied at the
public reference facilities of the Securities and Exchange Commission,
100 F Street, N.E., Washington, D.C. 20549. Such material can
also be inspected at the New York Stock Exchange, 11 Wall Street,
New York, New York 10005 and The Chicago Stock Exchange,
440 South LaSalle Street, Chicago, Illinois 60605. Copies can be
obtained from the Securities and Exchange Commission at prescribed
rates. Requests should be directed to the Commission’s Branch of
Public Reference, 100 F Street, N.E., Washington, D.C.
20549.
LEGAL
OPINIONS
The
validity of the Common Stock
offered hereby will be passed upon for the Company by Robert W. McClelland,
Associate General Counsel of the Company. Mr. McClelland is paid
a salary by the Company and participates in the various employee benefit
plans
offered by the Company.
FINANCIAL
STATEMENTS
The
financial statements of the Company
included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, are incorporated herein by reference in reliance upon
the report therein of PricewaterhouseCoopers LLP, independent accountants,
and
upon authority of PricewaterhouseCoopers LLP as experts in accounting and
auditing.
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