**Exhibit 99.1**

 

**RISKFACTORS**

 

In connection withthe safe harbor provisions of the Private Securities Litigation Reform Act of1995, set forth below are cautionary statements identifying important factorsthat could cause actual events or results to differ materially from any forward-lookingstatements made by or on behalf of us, whether oral or written. We wish toensure that any forward-looking statements are accompanied by meaningfulcautionary statements. Accordingly, any such statements are qualified in theirentirety by reference to, and are accompanied by, the following importantfactors that could cause actual events or results to differ materially from ourforward-looking statements. Additional risk factors relating to our businessare identified in our Annual Report on Form 10-K and our other filingswith the Securities and Exchange Commission.

 

**Risks Related to the Dissolutionand the Plan of Dissolution**

 

***The amount ofnet proceeds available to shareholders arising from the liquidation of theCompany will depend on negotiations with creditors and vendors and the lack ofunanticipated creditor claims.***

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We have completed thesale of our remaining operations and have filed a certificate of dissolutionwith the Secretary of State of Delaware and are now in the process ofsatisfying our remaining debts and obligations. The net cash that will beavailable for distribution to shareholders will depend partially on the amountsthat are ultimately paid to satisfy these obligations. No legal actions tochallenge the transaction or suits by creditors or other persons for claimshave been raised to date. If any such actions are initiated, the cost ofdefending any such lawsuit and any damage claim assessed against us woulddiminish the net proceeds available to shareholders.

 

***We will notknow the timing, amount or nature of any distributions to shareholders.***

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Our board of directors iscurrently unable to predict with certainty the timing, amount or nature of, orthe record dates for, distributions, if any, to our shareholders following theAsset Sale. The reason for this uncertainty stems from the proceduresestablished under Delaware law for the dissolution of a corporation, whichincludes permitting creditors and other claimants to assert claims against us,which claims procedures could take an undefined time to resolve. As a result,our shareholders will not know the timing, amount or nature of anydistributions. Any available cash and any amounts received in connection withthe Asset Sale that are used to provide for our claims and obligations willreduce cash and other assets available for distribution to our shareholders.

 

***Fluctuations inthe exchange rate between the U.S. dollar and the various currencies in whichwe conduct business may affect the funds available for distribution to ourshareholders.***

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We have accruedliabilities and we incur expenses in local currencies, primarily Euros. Ourestimate of the debts and liabilities that we will repay after closing theAsset Sale is based on the Euro to U.S. dollar exchange rate as of the time theestimate is made. Fluctuations in foreign currency exchange rates maymaterially increase the total amount of liabilities that will be repaid andexpenses that are incurred by us as expressed in U.S. dollars until the finalliquidation of the Company, and thereby negatively impact the net funds thatwill be available for distribution to our shareholders.

 

***Ourshareholders may be liable to our creditors for part or allof the amount received from us if reserves are inadequate.***

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If the Dissolutionbecomes effective, we may establish a contingency reserve designed to satisfyany additional claims and obligations that may arise. Any contingency reservemay not be adequate to cover all of our claims and obligations. Under the GeneralCorporation Law of the State of Delaware (the “DGCL”), if we fail to create anadequate contingency reserve for payment of our claims and obligations duringthe three-year period after we file a certificate of dissolution with theSecretary of State of the State  ofDelaware (the “Secretary of State”), each shareholder could be held liable forpayment to our creditors of such shareholder’s pro rata share of amounts owedto creditors in excess of the contingency reserve or the amounts previouslyreceived by such shareholder in dissolution from us and from any liquidatingtrust or trusts, whichever is less. Accordingly, in such event, a shareholdercould be required to return part or all of the distributions previously made tosuch shareholder, and a shareholder could receive nothing from us under thePlan of Dissolution. Moreover, if a shareholder has paid taxes on amountspreviously received, a repayment of all or a portion of such amount couldresult in a situation in which a shareholder may incur a net tax cost if therepayment of the amount previously distributed does not cause a commensuratereduction in taxes payable in an amount equal to the amount of the taxes paidon amounts previously distributed.

 

***Ourshareholders may not be able to buy or sell shares of our common stock after weclose our stock transfer books on the final record date.***

 

As of the close ofbusiness on November 4, 2005, upon the effectiveness of the filing of thecertificate of dissolution with the Secretary 

 

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ofState of Delaware, we closed our stock transfer books and discontinuedrecording transfers of our common stock. We will not record any furthertransfers of our common stock on our books except by will, intestatesuccession, or operation of law. Therefore, the ability of persons holdingshares of our common stock after November 4, 2005, may be restricted. Allliquidating distributions from a liquidating trust, if any, or from us afterthe final record date will be made only to our shareholders of record on a prorata basis according to their respective holdings of common stock as of thefinal record date.

 

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