FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

For registration of certain classes of securities pursuant to section 12(b)
or 12(g) of the Securities Exchange Act of 1934

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [   ]

Securities Act registration statement file number to which this form relates: No. 333-3972

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Registered.

     The description of the Registrant’s shares of Class A Common Stock, $.01 par value (the “Common Stock”) to be registered hereunder is incorporated by reference from the description of the Common Stock contained in the Prospectus included in the Registrant’s Registration Statement on Form S-3 (No. 333-73026), which was filed with the Securities and Exchange Commission on November 28, 2001.

Item 2.  Exhibits.

     None.

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SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, on this 23rd day of September 2002.

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