Based solely on the Company's review of such forms and written
representations made by certain of such reporting persons, the Company believes
that during the year ended December 31, 2000, all such persons have complied
with the requirements of Section 16(a).
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has acted as the Company's independent auditors for more
than sixty years. The Board of Directors has selected Ernst & Young LLP to serve
in that capacity again for 2001. Fees for the last annual audit were $1.0
million and all other fees were $1.9 million including audit related services of
$0.7 million, and non-audit services, primarily tax consulting services, of $1.2
million. Audit related services generally include fees for internal audit,
accounting consultations, benefit plan audits and business acquisitions.
A representative of Ernst & Young LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if he or she desires to do
so, and will be available to respond to appropriate questions. At the Annual
Meeting, the shareholders will be asked to ratify and approve this selection.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SELECTION OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
While management has no reason to believe that any other business will be
presented at the Annual Meeting, if any other matters should properly come
before the Annual Meeting, the proxies will be voted as to such matters in
accordance with the best judgment of the proxy holders.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Shareholder proposals intended to be presented at the 2002 Annual Meeting
and included in the Company's proxy materials relating to such meeting must be
received not later than December 19, 2001. Such proposals must be addressed to
the Secretary of the Company.
The Company will furnish without charge to any shareholder, upon written
request directed to the Secretary of the Company at its address appearing at the
top of the first page of this Proxy Statement, a copy of its most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
By Order of the Board of Directors,
Yvette M. Schiotis
Los Angeles, California
April 16, 2001