PROSPECTUS
TETRA TECH, INC.
237,596 SHARES OF COMMON STOCK
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The stockholder of Tetra Tech, Inc. listed herein is offering and
selling 237,596 shares of Common Stock of Tetra Tech, Inc. under this
prospectus.
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INVESTING IN TETRA TECH, INC. COMMON STOCK INVOLVES RISKS.
SEE RISK FACTORS BEGINNING ON PAGE 2.
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The selling stockholder obtained its shares of Common Stock on May
25, 2001 in connection with Tetra Tech, Inc.'s acquisition of Maxim
Technologies, Inc. on May 25, 2001.
The selling stockholder may offer its shares of Common Stock through
public or private transactions, on or off the Nasdaq National Market, at
prevailing market prices, or at privately negotiated prices.
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Tetra Tech, Inc. Common Stock is traded on the Nasdaq National Market
under the symbol "TTEK." On June 4, 2001 the closing price of the Common
Stock on the Nasdaq National Market was $30.78 per share.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JUNE 5, 2001
THE COMPANY
Tetra Tech, Inc. is a leading provider of specialized management
consulting and technical services in three principal business areas: resource
management, infrastructure and communications. As a specialized management
consultant, we assist our clients in defining problems and developing innovative
and cost-effective solutions. Our management consulting services are
complemented by our technical services. These technical services, which
implement solutions, include research and development, applied science,
engineering and architectural design, construction management, and operations
and maintenance. Our clients include a diverse base of public and private
organizations located in the United States and internationally.
Since our initial public offering in December 1991, we have increased
the size and scope of our business and have expanded our service offerings
through a series of strategic acquisitions and internal growth. We have more
than 6,500 employees worldwide, of which approximately 6,400 are located in
North America in more than 150 locations. In addition, we have established a
presence in Asia, South America and Europe.
Our principal executive offices are located at 670 North Rosemead
Boulevard, Pasadena, California 91107, and our telephone number is (626)
351-4664. Our website is located at www.tetratech.com. Information contained in
our website is not a part of this prospectus.
USE OF PROCEEDS
The selling stockholder is offering all of the shares of Common Stock
covered by this prospectus. We will not receive any proceeds from the sales of
these shares.
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE FOLLOWING RISK
FACTORS AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE
MAKING AN INVESTMENT.
SOME OF THE INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES. YOU CAN IDENTIFY THESE STATEMENTS BY FORWARD-LOOKING
WORDS SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "BELIEVE," "ESTIMATE" AND
"CONTINUE" OR SIMILAR WORDS. YOU SHOULD READ STATEMENTS THAT CONTAIN THESE WORDS
CAREFULLY BECAUSE THEY: (1) DISCUSS OUR FUTURE EXPECTATIONS; (2) CONTAIN
PROJECTIONS OF OUR FUTURE OPERATING RESULTS OR OF OUR FUTURE FINANCIAL
CONDITION; OR (3) STATE OTHER "FORWARD-LOOKING" INFORMATION. WE BELIEVE IT IS
IMPORTANT TO COMMUNICATE OUR EXPECTATIONS TO OUR INVESTORS. THERE MAY BE EVENTS
IN THE FUTURE, HOWEVER, THAT WE ARE NOT ACCURATELY ABLE TO PREDICT OR OVER WHICH
WE HAVE NO CONTROL. THE RISK FACTORS LISTED IN THIS SECTION, AS WELL AS ANY
CAUTIONARY LANGUAGE IN THIS PROSPECTUS, PROVIDE EXAMPLES OF RISKS, UNCERTAINTIES
AND EVENTS THAT MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
EXPECTATIONS WE DESCRIBE IN OUR FORWARD-LOOKING STATEMENTS. BEFORE YOU INVEST IN
OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN THESE RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND OPERATING
RESULTS AND THAT UPON THE OCCURRENCE OF ANY OF THESE EVENTS, THE TRADING PRICE
OF OUR COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR
INVESTMENT.
THERE ARE RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY THAT COULD ADVERSELY
IMPACT OUR BUSINESS AND OPERATING RESULTS
A significant part of our growth strategy is to acquire other companies
that complement our lines of business or that broaden our geographic presence.
During fiscal 2000, we purchased nine companies in eight separate transactions.
During the six months ended April 1, 2001, we purchased three companies. We
expect to continue to acquire companies as an element of our growth strategy.
Acquisitions involve certain risks that could cause our actual growth or
operating results to differ from our expectations or the expectations of
security analysts. For example:
- We may not be able to identify suitable acquisition candidates or to
acquire additional companies on favorable terms;
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- We compete with others to acquire companies. Competition may increase
and may result in decreased availability or increased price for
suitable acquisition candidates;
- We may not be able to obtain the necessary financing, on favorable
terms or at all, to finance any of our potential acquisitions;
- We may ultimately fail to consummate an acquisition even if we
announce that we plan to acquire a company;
- We may fail to successfully integrate or manage these acquired
companies due to differences in business backgrounds or corporate
cultures;
- These acquired companies may not perform as we expect;
- We may find it difficult to provide a consistent quality of service
across our geographically diverse operations; and
- If we fail to successfully integrate any acquired company, our
reputation could be damaged. This could make it more difficult to
market our services or to acquire additional companies in the future.
In addition, our acquisition strategy may divert management's attention away
from our primary service offerings, result in the loss of key clients or
personnel and expose us to unanticipated liabilities.
Finally, acquired companies that derive a significant portion of their
revenues from the Federal government and that do not follow the same cost
accounting policies and billing procedures as we do may be subject to larger
cost disallowances for greater periods than we typically encounter. If we fail
to determine the existence of unallowable costs and establish appropriate
reserves in advance of an acquisition we may be exposed to material
unanticipated liabilities, which could have a material adverse effect on our
business.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, WHICH COULD HAVE A
NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK
Our quarterly revenues, expenses and operating results may fluctuate
significantly because of a number of factors, including:
- The seasonality of the spending cycle of our public sector clients,
notably the Federal government;
- Employee hiring and utilization rates;
- The number and significance of client engagements commenced and
completed during a quarter;
- Delays incurred in connection with an engagement;
- The ability of clients to terminate engagements without penalties;
- The size and scope of engagements;
- The timing of expenses incurred for corporate initiatives;
- The timing and size of the return on investment capital; and
- General economic and political conditions.
Variations in any of these factors could cause significant fluctuations in our
operating results from quarter to quarter and could result in net losses.
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THE VALUE OF OUR COMMON STOCK COULD CONTINUE TO BE VOLATILE
The trading price of our Common Stock has fluctuated widely. In
addition, in recent years the stock market has experienced extreme price and
volume fluctuations. The overall market and the price of our Common Stock may
continue to fluctuate greatly. The trading price of our Common Stock may be
significantly affected by various factors, including:
- Quarter to quarter variations in our operating results;
- Changes in environmental legislation;
- Changes in investors' and analysts' perception of the business risks
and conditions of our business;
- Broader market fluctuations; and
- General economic or political conditions.
IF WE ARE NOT ABLE TO SUCCESSFULLY MANAGE OUR GROWTH STRATEGY, OUR BUSINESS AND
RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED
We are growing rapidly. Our growth presents numerous managerial,
administrative, operational and other challenges. Our ability to manage the
growth of our operations will require us to continue to improve our operational,
financial and human resource management information systems and our other
internal systems and controls. In addition, our growth will increase our need to
attract, develop, motivate and retain both our management and professional
employees. The inability of our management to manage our growth effectively or
the inability of our employees to achieve anticipated performance or utilization
levels, could have a material adverse effect on our business.
THE LOSS OF KEY PERSONNEL OR OUR INABILITY TO ATTRACT AND RETAIN QUALIFIED
PERSONNEL COULD SIGNIFICANTLY DISRUPT OUR BUSINESS
We depend upon the efforts and skills of our executive officers, senior
managers and consultants. With limited exceptions, we do not have employment
agreements with any of these individuals. The loss of the services of any of
these key personnel could adversely affect our business. Although we have
obtained non-compete agreements from certain principals and stockholders of
companies we have acquired, we generally do not have non-compete or employment
agreements with key employees who were not once equity holders of these
companies. We do not maintain key-man life insurance policies on any of our
executive officers or senior managers.
Our future growth and success depends on our ability to attract and
retain qualified scientists and engineers. The market for these professionals is
competitive and we may not be able to attract and retain such professionals.
CHANGES IN EXISTING LAWS AND REGULATIONS COULD REDUCE THE DEMAND FOR OUR
SERVICES
A significant amount of our resource management business is generated
either directly or indirectly as a result of existing Federal and state
governmental laws, regulations and programs. Any changes in these laws or
regulations that reduce funding or affect the sponsorship of these programs
could reduce the demand for our services and could have a material adverse
effect on our business.
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OUR REVENUES FROM AGENCIES OF THE FEDERAL GOVERNMENT ARE CONCENTRATED, AND A
REDUCTION IN SPENDING BY THESE AGENCIES COULD ADVERSELY AFFECT OUR BUSINESS AND
OPERATING RESULTS
Agencies of the Federal government are among our most significant
clients. During the six months ended April 1, 2001, approximately 24.7% of our
net revenue was derived from Federal agencies, of which 13.0% was derived from
the Department of Defense (DOD), 8.4% from the Environmental Protection Agency
(EPA), 1.3% from the Department of Energy (DOE), and 2.0% from various other
Federal government agencies. Some contracts with Federal government agencies
require annual funding approval and may be terminated at their discretion. A
reduction in spending by Federal government agencies could limit the continued
funding of our existing contracts with them and could limit our ability to
obtain additional contracts. These limitations, if significant, could have a
material adverse effect on our business.
Additionally, the failure of clients to pay significant amounts due us
for our services could adversely affect our business. For example, we recently
received notification from a Federal government agency that we are entitled to
payments in excess of our billings. However, the agency involved must obtain
specific funding approval for amounts owed to us and there can be no assurance
this funding approval will be obtained.
OUR CONTRACTS WITH GOVERNMENTAL AGENCIES ARE SUBJECT TO AUDIT, WHICH COULD
RESULT IN THE DISALLOWANCE OF CERTAIN COSTS
Contracts with the Federal government and other governmental agencies
are subject to audit. Most of these audits are conducted by the Defense Contract
Audit Agency (DCAA), which reviews our overhead rates, operating systems and
cost proposals. The DCAA may disallow costs if it determines that we accounted
for these costs incorrectly or in a manner inconsistent with Cost Accounting
Standards. A disallowance of costs by the DCAA, or other governmental auditors,
could have a material adverse effect on our business.
OUR BUSINESS AND OPERATING RESULTS COULD BE ADVERSELY AFFECTED BY LOSSES UNDER
FIXED-PRICE CONTRACTS OR TERMINATION OF CONTRACTS AT THE CLIENT'S DISCRETION
We contract with Federal and state governments as well as with the
commercial sector. These contracts are often subject to termination at the
discretion of the client with or without cause. Additionally, we enter into
various types of contracts with our clients, including fixed-price and
fixed-unit price contracts. In the six months ended April 1, 2001, approximately
46.3% of our net revenue was derived from fixed-price contracts and fixed-unit
price contracts. Fixed-price contracts protect clients and expose us to a number
of risks. These risks include underestimation of costs, problems with new
technologies, unforeseen costs or difficulties, delays beyond our control and
economic and other changes that may occur during the contract period. Losses
under fixed-price contracts or termination of contracts at the discretion of the
client could have a material adverse effect on our business.
OUR INABILITY TO FIND QUALIFIED SUBCONTRACTORS COULD ADVERSELY AFFECT THE
QUALITY OF OUR SERVICE AND OUR ABILITY TO PERFORM UNDER CERTAIN CONTRACTS
Under some of our contracts, we depend on the efforts and skills of
subcontractors for the performance of certain tasks. Reliance on subcontractors
varies from project to project. During the six months ended April 1, 2001,
subcontractor costs comprised 25.2% of our gross revenue. The absence of
qualified subcontractors with whom we have a satisfactory relationship could
adversely affect the quality of our service and our ability to perform under
some of our contracts.
OUR INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO COMPETE EFFECTIVELY
We provide specialized management consulting and technical services to a
broad range of public and private sector clients. The market for our services is
highly competitive and we compete with many other firms. These firms range from
small regional firms to large national firms which have greater financial and
marketing resources than ours.
We focus primarily on the resource management, infrastructure and
communications business areas. We provide services to our clients which include
Federal, state and local agencies, and organizations in the private sector.
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We compete for projects and engagements with a number of competitors
which can vary from 10 to 100 firms. Historically, clients have chosen among
competing firms based on the quality and timeliness of the firm's service. We
believe, however, that price has become an increasingly important factor.
We believe that our principal competitors include, in alphabetical
order, Black & Veatch LLP; Brown & Caldwell; Castle Tower Corporation; CH2M Hill
Companies Ltd.; EA Engineering, Science & Technology, Inc.; Earth Tech, Inc.; IT
Group Inc.; Mastec, Inc.; Montgomery Watson; o2wireless Solutions, Inc.; Quanta
Services; Roy F. Weston, Inc.; Science Applications International Corporation;
URS Corporation and Wireless Facilities, Inc.
OUR SERVICES EXPOSE US TO SIGNIFICANT RISKS OF LIABILITY AND OUR INSURANCE
POLICIES MAY NOT PROVIDE ADEQUATE COVERAGE
Our services involve significant risks of professional and other
liabilities which may substantially exceed the fees we derive from our services.
Our business activities could expose us to potential liability under various
environmental laws such as the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA). In addition, we sometimes
contractually assume liability under indemnification agreements. We cannot
predict the magnitude of such potential liabilities.
We currently maintain comprehensive general liability, umbrella and
professional liability insurance policies. We believe that our insurance
policies are adequate for our business operations. Professional liability
policies are "claims made" policies. Thus, only claims made during the term of
the policy are covered. Should we terminate our professional liability policy
and not obtain retroactive coverage, we would be uninsured for claims made after
termination even if these claims are based on events or acts that occurred
during the term of the policy. Additionally, our insurance policies may not
protect us against potential liability due to various exclusions and retentions.
In addition, if we expand into new markets, we may not be able to obtain
insurance coverage for such activities or, if insurance is obtained, the dollar
amount of any liabilities incurred could exceed our insurance coverage.
Partially or completely uninsured claims, if successful and of significant
magnitude, could have a material adverse affect on our business.
WE MAY BE PRECLUDED FROM PROVIDING CERTAIN SERVICES DUE TO CONFLICT OF
INTEREST ISSUES
Many of our clients are concerned about potential or actual conflicts of
interest in retaining management consultants. Federal government agencies have
formal policies against continuing or awarding contracts that would create
actual or potential conflicts of interest with other activities of a contractor.
These policies, among other things, may prevent us from bidding for or
performing contracts resulting from or relating to certain work we have
performed for the government. In addition, services performed for a private
client may create a conflict of interest that precludes or limits our ability to
obtain work from other public or private organizations. We have, on occasion,
declined to bid on projects because of these conflicts of interest issues.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO RISKS SUCH AS FOREIGN CURRENCY
FLUCTUATIONS
During the six months ended April 1, 2001, approximately 3.8% of our net
revenue was derived from the international marketplace. Some contracts with our
international clients are denominated in foreign currencies. As such, these
contracts contain inherent risks including foreign currency exchange risk and
the risk associated with expatriating funds from foreign countries. If our
international revenue increases, our exposure to foreign currency fluctuations
will also increase. We periodically enter into forward exchange contracts to
address certain foreign currency fluctuations.
SELLING STOCKHOLDER
We acquired Maxim Technologies, Inc., a Delaware corporation (MTI),
under a stock purchase agreement dated May 25, 2001 among Tetra Tech, MTI
and MaxTech Holdings, Inc., a Delaware corporation and the sole stockholder
of MTI ("MHI"). In connection with the acquisition, we issued to MHI 237,596
shares of our Common Stock.
Under a Registration Rights Agreement dated as of May 25, 2001, we
agreed to register the shares of Common Stock issued to MHI and to use our
reasonable best efforts to keep the registration statement effective until
the date on which MHI may sell its shares of Common
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Stock under Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), without any volume limitation. Our registration of
the shares of Common Stock does not necessarily mean that MHI will sell all
or any of the shares.
The shares listed below represent all of the shares that MHI
currently owns of our Common Stock. Except as otherwise noted, we know of no
agreements among our stockholders which relate to voting or investment power
over our Common Stock. Except as otherwise noted, the address of MHI is 14673
Midway Road, Suite 210, Addison, Texas 75001.
SHARES
BENEFICIALL UMBER OF
OWNED PRIORY SHARES
NAMES TO OFFERING %(1) NOFFERED
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MaxTech Holdings, Inc....................................................... 237,596 * 237,596
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* Represents less than 1% of the outstanding shares of Common Stock.
MHI has not had any material relationship with us, or any of our
predecessors or affiliates. Because MHI may sell all or part of its shares of
Common Stock offered hereby, no estimate can be given as to the number of
shares of Common Stock that will be held by MHI upon termination of any
offering made hereby.
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PLAN OF DISTRIBUTION
We are registering the shares of Common Stock on behalf of the selling
stockholder. As used herein, "selling stockholder" includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
Prospectus. This Prospectus may also be used by transferees of the selling
stockholder or by other persons acquiring shares, including brokers who borrow
the shares to settle short sales of shares of Common Stock. We will bear all
costs, expenses and fees in connection with the registration of the shares
offered hereby. The selling stockholder will bear brokerage commissions and any
similar selling expenses associated with the sale of shares.
The selling stockholder may offer its shares of Common Stock at
various times in one or more of the following transactions:
- on the Nasdaq National Market;
- in the over-the-counter market;
- in transactions other than on the Nasdaq National Market or in the
over-the-counter market;
- in connection with short sales of the shares of Common Stock;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
- in any combination of any of the above transactions.
In connection with hedging 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 stockholder. The
selling stockholder may also enter into options or other transactions with
broker-dealers or other financial institutions, which require the delivery to
such broker-dealer or other financial institution of the shares offered
hereby, which shares may be resold pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The selling stockholder may sell its shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The selling stockholder may
use broker-dealers to sell its shares. If this happens, broker-dealers will
either receive discounts or commissions from purchasers of shares for whom
they acted as agents.
The selling stockholder has advised us that it has not entered into
any agreement, understanding or arrangement with any underwriters or
broker-dealers regarding the sale of its securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholder.
The selling stockholder and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. We have agreed to indemnify the selling stockholder
against certain liabilities, including liabilities arising under the Securities
Act. The selling stockholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
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Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling stockholder that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), may apply to its sales
in the market.
The selling stockholder also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided it meets the criteria and conforms to the requirements of such Rule.
Upon being notified by the selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement
to this Prospectus, if required, pursuant to Rule 424(b) under the Securities
Act, disclosing (i) the name of the selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, and (v)
other facts material to the transaction. In addition, upon being notified by
the selling stockholder that a donee or pledgee intends to sell more than 500
shares, we will file a supplement to this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). You may
read and copy any document we file at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's Website at
"http: //www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act:
1. Annual Report on Form 10-K for the fiscal year ended October 1, 2000,
as filed with the SEC on December 29, 2000;
2. Quarterly Report on Form 10-Q for the fiscal quarter ended April 1,
2001, as filed with the SEC on May 16, 2001, as amended by
Amendment No. 1 and Amendment No. 2;
3. Definitive Proxy Statement for the 2001 Annual Meeting of
Stockholders, as filed with the SEC on December 29, 2000; and
4. The description of the Common Stock set forth in the Registration
Statement on Form 8-A dated November 13, 1991, including any
amendments or reports filed for the purpose of updating such
description.
You may request a copy of these filings, at no cost, by writing or
telephoning James M. Jaska as follows:
Tetra Tech, Inc.
Attention: Investor Relations
670 North Rosemead Boulevard
Pasadena, California 91107
(626) 351-4664
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This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed on for us
by Riordan & McKinzie, a Professional Corporation, Los Angeles, California.
Certain principals of Riordan & McKinzie own shares of Common Stock.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended October 1, 2000 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
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