On February 9, 2005, the Audit Committee of the Company unanimously approved the retention of KPMG LLP as tax advisors to the Company for the fiscal year ending December 31, 2005. Further, the Audit Committee unanimously approved not to retain KPMG LLP as the Company's independent registered public accounting firm for audit services to be rendered for the year ending December 31, 2005. The client-auditor relationship between the Company and KPMG LLP will cease upon completion of management's assessment of the effectiveness of internal control over financial reporting and the audit of the Company's financial statements for the year ended December 31, 2004, and the issuance of KPMG LLP's reports thereon.   

The audit reports of KPMG LLP on the Company's consolidated financial statements for the fiscal years ended December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits for the fiscal years ended December 31, 2002 and 2003 and the subsequent period ended December 31, 2004 and through the date hereof, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference to the subject matter of the disagreements in connection with its report.

The Company provided KPMG LLP with a copy of this disclosure and requested that KPMG LLP furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether KPMG LLP agrees with the above statements; and, if not, stating the respects which it does not agree. A copy of the KPMG LLP letter will be filed as an exhibit to an amendment to this Form 8-K.