Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-1893410
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Jericho Quadrangle, Suite 224, Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
NON-QUALIFIED STOCK OPTION AGREEMENT
(Full Title of the Plan)
Eric Edelstein, Executive Vice President and Chief Financial Officer
Griffon Corporation
100 Jericho Quadrangle
Suite 224
Jericho, New York 11753
(Name and Address of Agent for Service)
(516) 938-5544
(Telephone Number, Including Area Code, of Agent For Service)
copy to:
Gary T. Moomjian, Esq.
Kramer, Coleman, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Suite 225
Jericho, New York 11753
(516) 822-4820
CALCULATION OF REGISTRATION FEE
Title of
Each Class of Amount To
Securities To Be Be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par 250,000 $22.94 $5,735,000 $613.65
value $.25
- --------------------------------------------------------------------------------------------------------------------
(1) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the options.
(2) Based upon the exercise price per share of the option.
EXPLANATORY NOTE
This Registration Statement relates to the registration of 250,000 shares
of Common Stock, par value $.25 per share, of Griffon Corporation (the
"Registrant") reserved for issuance upon the exercise of options granted by the
Registrant to Eric P. Edelstein on March 1, 2005. Mr. Edelstein holds options to
purchase an aggregate 250,000 shares of Common Stock at an exercise price of
$22.94 per share, the closing price of the Common Stock on the New York Stock
Exchange on the date of grant. The options have a term of seven years and were
issued by the Registrant in order to induce Mr. Edelstein to enter into an
employment agreement with the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the documents listed below.
In addition, all documents and reports subsequently filed by the Registrant with
the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act of 1934 prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as modified or
superseded.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2005;
(2) The Registrant's Proxy Statement dated December 28, 2005 for its 2006
Annual Meeting of Stockholders;
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(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2005;
(4) The Registrant's Current Report on Form 8-K (Date of Report: November
3, 2005) filed on November 3, 2005;
(5) The Registrant's Current Report on Form 8-K (Date of Report: November
3, 2005) filed on November 8, 2005;
(6) The Registrant's Current Report on Form 8-K (Date of Report: December
15, 2005) filed on December 20, 2005;
(7) The Registrant's Current Report on Form 8-K (Date of Report: February
3, 2006) filed on February 3, 2006;
(8) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated January 19,
1993, including any amendment(s) or report(s) filed for the purpose of
updating such description; and
The Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary, Griffon
Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516)
938-5544.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Edward I. Kramer is a member of the law firm of Kramer, Coleman, Wactlar &
Lieberman, P.C. ("KCW&L"), counsel to the Registrant. As of January 20, 2006,
Mr. Kramer beneficially owns 86,402 shares of Common Stock of the Registrant,
which includes 326 shares owned by Mr. Kramer's wife, 5,926 shares allocated to
Mr. Kramer under Kramer, Coleman, Wactlar & Lieberman, P.C.'s Profit Sharing
Plan (but excluding the other shares held by the Profit Sharing Plan), and
options exercisable within 60 days to purchase 50,000 shares of Common Stock of
the Registrant granted to Mr. Kramer pursuant to the Registrant's various stock
option plans.
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Item 6. Indemnification of Directors and Officers.
Under the provisions of the Certificate of Incorporation and By-Laws of the
Registrant, each person who is or was a director or officer of the Registrant
shall be indemnified by the Registrant as of right to the fullest extent
permitted or authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of the Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit
is settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines and amounts paid
in settlement if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Registrant, and with
respect to any criminal action, had no reasonable cause to believe his conduct
was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to the Registrant,
he cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Registrant are covered by officers' and
directors' liability insurance. The Registrant has entered into Indemnification
Agreements with its directors and officers. The Agreements provide for
reimbursement for all direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually and reasonably
incurred in connection with either the investigation, defense or appeal of a
Proceeding, as defined, including amounts paid in settlement by or on behalf of
an Indemnitee, as defined.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1. Non-Qualified Stock Option Agreement
5.1. Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.
23.1. Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. - included in
their opinion filed as Exhibit 5.1
23.2. Consent of PricewaterhouseCoopers LLP
24. Powers of Attorney - included in signature page hereof
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Item 9. Undertakings.
(a) 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 the
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 prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 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 the Registration Statement;
Provided, however, That:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (ss. 239.16b of this chapter), and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of his section do not
apply if the registration statement is on Form S-3 (ss. 239.13 of this chapter)
or Form F-3 (ss. 239.33 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form or prospectus filed pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) that is part of the registration statement.
(2) That, for the purposes 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
therein, 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.
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(b) The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) 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 the foregoing provisions, 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 director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, 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 policy
as expressed in the Act and will be governed by final adjudication of such
issue.
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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 of 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 Jericho, State of New York, on February 9, 2006.
GRIFFON CORPORATION
By: /s/ Harvey R. Blau
------------------------------
Harvey R. Blau
Chairman and Chief Executive Officer
(Principal Executive Officer)
Each person whose signature appears below constitutes and appoints Harvey
R. Blau and Eric P. Edelstein, and each of them, with full power of
substitution, his true and lawful attorney-in-fact and agents to do any and all
acts and things in his name and on his behalf in his capacities indicated below
which they or either of them may deem necessary or advisable to enable Griffon
Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for him in his name in the capacities
stated below, any and all amendments (including post-effective amendments)
thereto, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in such connection, as fully to all intents and purposes as we might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Signature Title Date
/s/Harvey R. Blau 2/9/2006
- ------------------------ Chairman and Chief Executive Officer -------------
Harvey R. Blau (Principal Executive Officer)
/s/Eric P. Edelstein Executive Vice President and Chief 2/9/2006
- ------------------------ Financial Officer (Principal Financials -------------
Eric P. Edelstein and Accounting Officer)
/s/Patrick L. Alesia Vice President, Treasurer and Secretary 2/9/2006
- ------------------------ -------------
Patrick L. Alesia
/s/Henry A. Alpert Director 2/9/2006
- ------------------------ -------------
Henry A. Alpert
/s/ Bertrand M. Bell Director 2/9/2006
- ------------------------ -------------
Bertrand M. Bell
/s/ Blaine V. Fogg Director 2/9/2006
- ------------------------ -------------
Blaine V. Fogg
/s/Robert G.Harrison Director 2/9/2006
- ------------------------ -------------
Robert G. Harrison
/s/ Clarence A. Hill, Jr. Director 2/9/2006
- ------------------------ -------------
Clarence A. Hill, Jr.
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/s/Ronald J. Kramer Director 2/9/2006
- ------------------------ -------------
Ronald J. Kramer
/s/Donald J. Kutyna Director 2/9/2006
- ------------------------ -------------
Donald J. Kutyna
Director
- ------------------------ -------------
James W. Stansberry
/s/Martin S. Sussman Director 2/9/2006
- ------------------------ -------------
Martin S. Sussman
/s/William H. Waldorf Director 2/9/2006
- ------------------------ -------------
William H. Waldorf
/s/Joseph J. Whalen Director 2/9/2006
- ------------------------ -------------
Joseph J. Whalen
/s/Lester L. Wolff Director 2/9/2006
- ------------------------ -------------
Lester L. Wolff
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EXHIBIT 4.1
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
AGREEMENT made as of the 1st day of March, 2005, between GRIFFON
CORPORATION, a Delaware corporation, (hereinafter called the "Company") and ERIC
EDELSTEIN (hereinafter called "Optionee").
W I T N E S S E T H:
WHEREAS, concurrently herewith the Company and the Optionee intend to enter
into an employment agreement (the "Employment Agreement") pursuant to which the
Optionee shall be employed as an Executive Vice President and Chief Financial
Officer of the Company; and
WHEREAS, in order to induce Optionee to enter into the Employment
Agreement, the Company has determined that it is advisable to grant to Optionee
an award of certain options to purchase the Company's common stock, par value
$.25 per share (the "Common Stock"); and
WHEREAS, the Optionee is only willing to enter into the Employment
Agreement if the Company enters into this option agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to Optionee an option to
----------------
purchase a total of 250,000 shares of the authorized and unissued Common
Stock of the Company (the "Option") at an exercise price of $22.94 per
share, which is the closing price of the Common Stock on the date hereof.
The within Option is immediately vested and is exercisable in accordance
with Section 2 hereof.
2. Exercisability and Term of Option. The within Option may be exercised at
----------------------------------
any time before the Expiration Date in the following amounts:
As to 50% of the shares of Common Stock, on or after March 1, 2006
As to 100% of the shares of Common Stock, on or after March 1, 2007
The rights represented by this Option are exercisable at the option of the
holder hereof in whole at any time, or in part from time to time, within
the periods above specified at the price specified in Section 1 hereof. The
within Option may be exercised by Optionee at any time prior to February
28, 2012 (the "Expiration Date"); provided, that in the event of the prior
termination or expiration of the Employment Agreement or Optionee's
employment with the Company on or before March 1, 2007, whether under the
Employment Agreement or otherwise, the Optionee shall have until May 1,
2007 to exercise the within Option; provided, further, that in the event of
any termination or expiration of the Employment Agreement or Optionee's
employment with the Company prior to the Expiration Date but after March 1,
2007, whether under the Employment Agreement or otherwise, the Optionee
shall have a period of sixty (60) days from such termination or expiration
to exercise the within Option, but in no event shall the Option be
exercisable after the Expiration Date.
3. Anti-dilution. The price per share at which shares of Common Stock may be
-------------
purchased hereunder, and the number of such shares to be purchased upon
exercise hereof, are subject to change or adjustment as follows:
(A) In case the Company shall, while this Option remains unexercised, in
whole or in part, and in force, effect a recapitalization of such character
that the shares of Common Stock purchasable hereunder shall be changed into
or become exchangeable for a larger or smaller number of shares, then,
after the date of record for effecting such recapitalization, the number of
shares of Common Stock which the holder hereof shall be entitled to
purchase hereunder shall be increased or decreased, as the case may be, in
direct proportion to the increase or decrease in the number of shares of
Common Stock by reason of such recapitalization, and the purchase price
hereunder per share of such recapitalized Common Stock shall, in the case
of an increase in the number of such shares, be proportionately reduced,
and in the case of a decrease in the number of such shares, shall be
proportionately increased. For the purpose of this subsection (A), a stock
dividend, stock split up or reverse split shall be considered as a
recapitalization and as an exchange for a larger or smaller number of
shares, as the case may be.
(B) In the case of any consolidation of the Company with, or merger of the
Company into, any other Company, or in case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a
plan of complete liquidation of the Company, then, as a condition of such
consolidation, merger or sale or conveyance, adequate provision shall be
made whereby the holder hereof shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in
this Option and in lieu of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock or securities as may be issued in connection
with such consolidation, merger or sale or conveyance with respect to or in
exchange for the number of outstanding shares of Common Stock immediately
therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Option to the end
that the provisions hereof shall be applicable as nearly as may be in
relation to any shares of stock or securities thereafter deliverable upon
the exercise hereof.
4. Non-Transferability of Option. The Option granted under this Agreement
------------------------------
shall not be transferable otherwise than by will or the laws of descent and
distribution or to the extent permitted by the Board of Directors of the
Company or the Compensation Committee of the Board of Directors.
5. Purchase for Investment. To the extent that, at the time of exercise of the
-----------------------
within Option, the underlying shares have not been registered for sale
under the Securities Act or 1933, as amended, the Optionee represents, on
behalf of himself and any transferees permitted by the terms of the Plan,
that any shares of Common Stock purchased pursuant to this Agreement will
be acquired in good faith for investment and not for resale or
distribution, and Optionee on behalf of himself and said person or persons,
agrees that each notice of the exercise of the within Option shall contain
or be accompanied by a representation in writing signed by him or said
person or persons, as the case may be, in form satisfactory to the Company,
that the shares of Common Stock to be purchased pursuant to such notice are
being so acquired and will not be sold except in compliance with applicable
securities laws.
6. Covenant of the Company. The Company covenants and agrees that all shares
-----------------------
may be delivered upon the exercise of this Option and will, upon delivery,
be fully paid and non-assessable, and, without limiting the generality of
the foregoing, the Company covenants and agrees that it will at all times
to
reserve or hold available a sufficient number of shares of Common Stock to
cover the number of shares issuable upon the exercise of this Option.
7. Rights as Shareholder. This Option shall not entitle the holder hereof to
----------------------
any voting rights or other rights as a shareholder of the Company, or to
any other rights whatsoever except the rights herein expressed, and no
dividends shall be payable or accrue in respect of this Option or the
interest represented hereby or the shares purchasable hereunder until or
unless, and except to the extent that, this Option shall be exercised.
8. Information. The Company will transmit to the holder of this Option such
-----------
information, documents and reports as are generally distributed to
shareholders of the Company concurrently with the distribution thereof to
such shareholders.
9. Notices. Notices to be given to the holder of this Option shall be deemed
-------
to have been sufficiently given if delivered or mailed, addressed in the
name and at the address of such holder appearing in the records of the
Company, and if mailed, sent first class registered or certified mail,
postage prepaid. The address of the Company is 100 Jericho Quadrangle,
Jericho, New York 11753, and the Company shall give written notice of any
change of address to the holder hereof.
10. Applicable Law. This Agreement and the legal relations among the parties
---------------
hereto shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and performed therein.
11. Consent to Jurisdiction and Waivers. The parties hereto irrevocably
--------------------------------------
consent that any legal action or proceeding against any of them under,
arising out of or in any manner relating to, this Agreement or any other
document delivered in connection herewith, may be brought in any court of
the State of New York located within Nassau County or in the United States
District Court for the Eastern District of New York. By the execution and
delivery of this Agreement, the parties expressly and irrevocably consent
and submit to the personal jurisdiction of any of such courts in any such
action or proceeding. The parties further irrevocably consent to the
service of any complaint, summons, notice or other process relating to any
such action or proceeding by delivery thereof to it by hand or by any other
manner permitted by law. The parties hereby expressly and irrevocably waive
any claim or defense in any such action or proceeding based on any alleged
lack of personal jurisdiction, improper venue or forum non convenient or
any similar basis.
IN WITNESS WHEREOF, the Company has caused this Option to be executed
and delivered as of the date first above written.
GRIFFON CORPORATION
By: /s/ Patrick Alesia
----------------------------
PATRICK ALESIA, Vice President
/s/ Eric Edelstein
----------------------------
ERIC EDELSTEIN, Optionee
EXHIBIT 5.1
February 9, 2006
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Griffon Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to the filing by Griffon Corporation (the
"Registrant") of a Registration Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended, covering the registration of 250,000 shares of the Registrant's Common
Stock to be issued in connection with a non-qualified stock option (the
"Option") issued to induce Eric P. Edelstein to join the Corporation as
Executive Vice President and Chief Financial Officer.
As counsel for the Registrant, we have examined its corporate records,
including its Certificate of Incorporation, as amended, By-Laws, its corporate
minutes, the form of its Common Stock certificate and such other documents as we
have deemed necessary or relevant under the circumstances.
Based upon our examination, we are of the opinion that the shares of
the Registrant's Common Stock, when issued, will be validly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement, which
constitutes a part thereof as counsel to the Corporation, and we hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/Kramer, Coleman, Wactlar & Lieberman, P.C.
KRAMER, COLEMAN, WACTLAR & LIEBERMAN, P. C.
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 13, 2005 relating to the
financial statements, financial statement schedule, management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, of Griffon
Corporation, which appears in Griffon Corporation's Annual Report on Form 10-K
for the fiscal year ended September 30, 2005.
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, New York 10016
/s/PricewaterhouseCoopers LLP
February 9, 2006