As filed with the Securities and Exchange Commission on February 11, 1994.
Registration Statement No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
TULTEX CORPORATION
(Exact name of Issuer as specified in Charter)
Virginia 54-0367896
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization) 22 East Church Street
Martinsville, Virginia 24115
(Address of principal executive office, including zip code)
TULTEX CORPORATION SALARIED EMPLOYEES'
COMMON STOCK PURCHASE PLAN
(Full title of the Plan)
____________________
James M. Baker
Secretary
Tultex Corporation
22 East Church Street
Martinsville, Virginia 24115
(703) 632-2961
(Name, address, including zip code, and telephone number including area
code, of agent for service)
With copies to:
Lathan M. Ewers, Jr.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
____________________
CALCULATION OF REGISTRATION FEES
<TABLE>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, $1 par
value 925,000 shares $6.0625* $5,607,812.50 $1,934.00
<FN>
* Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(c) based on
a market value of $6.0625 per share, which is the average of the high and low prices of the Common Stock on the New York Stock
Exchange on February 9, 1994, as reported in the Wall Street Journal.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Tultex Corporation (the "Company") with
the Commission (File No. 1-8016) are incorporated herein by reference and
made a part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1993; (ii) the Company's Quarterly Reports on Form 10-Q
for the quarters ended April 3, 1993; July 3, 1993; and October 2, 1993; and
(iv) the Company's Registration Statement on Form 8-A containing a description
of the Company's Common Stock (the "Common Stock").
All annual reports of the Tultex Corporation Salaried Employees' Common
Stock Purchase Plan (the "Plan") filed by the Plan pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the Prospectus and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's Articles
of Incorporation (the "Articles") require, indemnification of the Company's
directors and officers in a variety of circumstances that may include
liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Under sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation
Act, a Virginia corporation is generally authorized to indemnify its
directors and officers in civil or criminal actions if they acted in good faith
and, in the case of criminal actions, had no reasonable cause to believe that
the conduct was unlawful. The Company's Articles require indemnification of
any person with respect to certain liabilities incurred in connection with any
proceeding to which that person is made a party by reason of (i) his service to
the Company as a director or officer, or (ii) his service as director, officer,
trustee or partner to some other enterprise at the request of the Company,
except in the case of willful misconduct or a knowing violation of criminal
law. In addition, the Company carries insurance on behalf of directors,
officers, employees and agents that may cover liabilities under the Securities
Act. As permitted by the Virginia Stock Corporation Act, the Company's Articles
provide that in any proceeding brought by a shareholder of the Company
in the right of the Company or brought by or on behalf of shareholders of the
Company, no director or officer of the Company shall be liable to the Company
or its shareholders for monetary damages with respect to any transaction,
occurrence or course of conduct, whether prior or subsequent to the effective
date of such Articles, except for liability resulting from such person having
engaged in willful misconduct or a knowing violation of the criminal law or any
federal or state securities law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Restated Articles of Incorporation (Incorporated herein by reference
from Exhibit 3.1 of the Company's Annual Report on Form 10-K for the year ended
December 29, 1990 (Commission File No. 1-8016).
4.2 Articles of Amendment to the Restated Articles of Incorporation
(Incorporated herein by reference from Exhibit 3 to the Company's Current
Report on Form 8-K dated January 31, 1992).
4.3 Bylaws of the Company (Incorporated herein by reference from the
Company's Annual Report on Form 10-K for the year ended January 2, 1993).
4.4 Rights Agreement dated March 22, 1990 between the Company and Sovran
Bank, N.A., as Rights Agent (subsequently amended to appoint Wachovia Bank of
North Carolina, N.A. as Rights Agent) (incorporated herein by reference to
Exhibit 4.1 of the Company's Current Report on Form 8-K dated March 22, 1990).
4.5 Tultex Corporation Salaried Employees' Common Stock Purchase Plan.
5 Opinion of Hunton & Williams as to the legality of the securities being
registered.
23.1 Consent of Price Waterhouse.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5 to the Registration Statement).
24 Powers of Attorney for Officers and Directors (included on signature
page).
Item 9. Undertakings
(a) The Company hereby undertakes:
1. To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13(a) or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above,
or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Martinsville, State of Virginia, on this 11th day
of February, 1994.
TULTEX CORPORATION
(Registrant)
By /s/ John M. Franck
John M. Franck,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 11, 1994. Each of the directors and/or
officers of Tultex Corporation whose signature appears below hereby appoints
Don P. Shook, Lathan M. Ewers, Jr. and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration
statement, making such changes in the registration statement as appropriate,
and generally to do all such things in their behalf in their capacities as
officers and directors to enable Tultex Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Signature Title
By /s/ John M. Franck Chairman, Chief Executive
John M. Franck Officer and Director
(Principal Executive Officer)
By /s/ Don P. Shook Vice President-Finance and
Don P. Shook Administration
(Principal Financial Officer)
By /s/ Suzanne H. Wood Controller
Suzanne H. Wood (Principal Accounting Officer)
By /s/ Charles W. Davies, Jr. Director
Charles W. Davies, Jr.
By /s/ Lathan M. Ewers, Jr. Director
Lathan M. Ewers, Jr.
By /s/ William F. Franck Director
William F. Franck
By /s/ J. Burness Frith Director
J. Burness Frith
By /s/ Irving M. Groves, Jr. Director
Irving M. Groves, Jr.
By /s/ H. Richard Hunnicutt, Jr. Director
H. Richard Hunnicutt, Jr.
By /s/ Bruce M. Jacobson Director
Bruce M. Jacobson
By /s/ Richard M. Simmons, Jr. Director
Richard M. Simmons, Jr.
By /s/ John M. Tully Director
John M. Tully
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
TULTEX CORPORATION
SALARIED EMPLOYEES' STOCK
PURCHASE PLAN
(full title of the plan)
EXHIBIT INDEX
Exhibit No.
Description
4.1 Restated Articles of Incorporation
(Incorporated herein by reference from
Exhibit 3.1 of the Company's Annual Report
on Form 10-K for the year ended
December 29, 1990 (Commission File No.
1-8016).
4.2 Articles of Amendment to the Restated
Articles of Incorporation (Incorporated
herein by reference from Exhibit 3 to the
Company's Current Report on Form 8-K
dated January 31, 1992).
4.3 Bylaws of the Company (incorporated herein
by reference from the Company's Annual
Report on Form 10-K for the year ended
January 2, 1993).
4.4 Rights Agreement dated March 22, 1990
between the Company and Sovran Bank,
N.A., as Rights Agent (subsequently
amended to appoint Wachovia Bank of
North Carolina, N.A. as Rights Agent)
(incorporated herein by reference to
Exhibit 4.1 of the Company's Current
Report on Form 8-K dated March 22, 1990).
4.5 Tultex Corporation Salaried Employees'
Common Stock Purchase Plan.
5 Opinion of Hunton & Williams as to the
legality of the securities being
registered.
23.1 Consent of Price Waterhouse.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of Hunton & Williams (included in
the opinion filed as Exhibit 5 to the
Registration Statement).
24 Powers of Attorney for Officers and
Directors (included on signature page).
Exhibit 4.5
TULTEX CORPORATION
SALARIED EMPLOYEES' COMMON STOCK PURCHASE PLAN
Effective January 27, 1994
TABLE OF CONTENTS
Section Page
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . 2
1.01. Base Salary . . . . . . . . . . . . . . 2
1.02. Board of Directors. . . . . . . . . . . 2
1.03. Code. . . . . . . . . . . . . . . . . . 2
1.04. Common Stock. . . . . . . . . . . . . . 2
1.05. Company . . . . . . . . . . . . . . . . 2
1.06. Effective Date. . . . . . . . . . . . . 2
1.07. Election Form . . . . . . . . . . . . . 2
1.08. Employee. . . . . . . . . . . . . . . . 2
1.09. Employer. . . . . . . . . . . . . . . . 2
1.10. Insider . . . . . . . . . . . . . . . . 2
1.11. Job Level . . . . . . . . . . . . . . . 2
1.12. Loan Amount . . . . . . . . . . . . . . 2
1.13. Payroll Period. . . . . . . . . . . . . 2
1.14. Plan. . . . . . . . . . . . . . . . . . 3
1.15. Subsidiary. . . . . . . . . . . . . . . 3
ARTICLE II ELIGIBLE EMPLOYEES. . . . . . . . . . . 3
ARTICLE III STOCK PURCHASES . . . . . . . . . . . . 3
ARTICLE IV METHOD OF PURCHASE. . . . . . . . . . . 4
ARTICLE V PAYROLL DEDUCTIONS. . . . . . . . . . . 5
ARTICLE VI ISSUANCE AND DISTRIBUTION OF COMMON
STOCK . . . . . . . . . . . . . . . . . 5
ARTICLE VII TRANSFERABILITY . . . . . . . . . . . . 5
ARTICLE VIII EXPENSES; APPLICATIONS OF FUNDS . . . . 6
ARTICLE IX GOVERNING LAW . . . . . . . . . . . . . 6
ARTICLE X EMPLOYER'S RIGHTS NOT AFFECTED. . . . . 6
ARTICLE XI CONDITIONS TO RIGHTS UNDER THE PLAN . . 7
ARTICLE XII AMENDMENT AND DISCONTINUANCE. . . . . . 7
INTRODUCTION
This Salaried Employees' Common Stock Purchase Plan
is intended to give salaried employees of the Company and
its Subsidiaries an opportunity to acquire a stake in the
future of the Company. It is hoped, over time, that through
their contribution of energy and capital, the Company and
they will both prosper through a brighter future for the
Company. ARTICLE I
DEFINITIONS
1.01. Base Salary means an Employee's annualized base
salary, effective March 1, 1994.
1.02. Board of Directors means the Board of Directors of
the Company.
1.03. Code means the Internal Revenue Code of 1986, as
amended.
1.04. Common Stock means the Common Stock of the Company.
1.05. Company means Tultex Corporation.
1.06. Effective Date means January 27, 1994.
1.07. Election Form means a Tultex Corporation Salaried
Employees' Common Stock Purchase Plan Election Form.
1.08. Employee means any salaried employee of an Employer
who satisfies the requirements of Article II and who elects
to purchase shares pursuant to the Plan.
1.09. Employer means the Company, or any Subsidiary of the
Company, or any division of the Company or a Subsidiary, that
employs an Employee.
1.10. Insider means any beneficial owner of more than ten
percent (10%) of any class of any equity security of the
Company, or a director or officer, as described in Section
16(b) of the Securities Exchange Act of 1934.
1.11. Job Level means an Employee's job level as determined
under the Company's salary administration policy on March
1, 1994.
1.12. Loan Amount means the percentage of the Employee's
Base Salary which is set forth in Article III.
1.13. Payroll Period means, for any employee, the period
for which he or she is customarily compensated by his or her
Employer.
1.14. Plan means the Tultex Corporation Salaried Employees'
Common Stock Purchase Plan.
1.15. Subsidiary means a corporation, more than fifty
percent (50%) of the voting securities of which are owned
by the Company and/or the Company's other Subsidiaries.
ARTICLE II
ELIGIBLE EMPLOYEES
2.01. Each salaried employee of an Employer shall be
eligible to participate in the Plan.
2.02. Notwithstanding Section 2.01 or any other provision
of this Plan, an Insider shall not be eligible to participate
in the Plan until the first day of the month next following
the date which is six (6) months after the date the Insider
last sold or purchased Common Stock. In such event, all
calculations and computations shall be based on interest
rates and trading prices preceding such date comparable to
non-Insider purchases under the Plan. Further, an Insider
may not make any further sale or purchase from the date of
his or her purchase under the Plan, until six (6) months
after such purchase.
ARTICLE III
STOCK PURCHASES
3.01. Each Employee shall purchase the whole number of
shares determined by dividing the percentage of the
Employee's Base Salary set forth in the following chart by
the average of the high and low sales prices of the Company's
Common Stock on the New York Stock Exchange on the last
trading day preceding the date of purchase, and rounding up
to the nearest whole number of shares.
Job Level Percentage
03-21 20%
22-34 25%
43-50 30%
3.02. The shares available for sale by the Company shall
consist of its authorized but unissued Common Stock.
ARTICLE IV
METHOD OF PURCHASE
4.01. An Employee must purchase his or her shares by
borrowing the Loan Amount from the Company and repaying such
loan, with interest, through payroll deductions in accordance
with Article V. Such loan shall be repaid to the Company
over a period of sixty (60) consecutive months, commencing
on March 30, 1994. In the case of Insiders, loan repayment
shall commence on the last day of the month in which the
Insider purchases his or her shares. Further, the interest
rate on the loans from the Company shall be fixed at six
percent (6%) and will be compounded annually.
4.02. Participation in the Plan is entirely voluntary. To
become an Employee, a salaried employee shall not later than
February __, 1994 file the Election Form with the Company's
payroll office, which will authorize payroll deductions from
the employee's Base Salary, commencing on March 30, 1994.
With respect to Insiders, the Company may establish any date
for the deadline for filing the Election Form as the Company
shall deem desirable, which date shall not be more than fifteen (15)
days before the Insider's Common Stock purchase date.
Payroll deductions for Insiders shall commence at the end
of the month in which the Insider's purchase is effective.
4.03. Upon termination of employment of an Employee who has
not fully repaid the Loan Amount, including any interest due,
the Employee may elect one of the following options:
(a) the Employee may pay the remaining unpaid
balance of the Loan Amount, including any interest
due, in cash;
(b) the Employee may continue to make monthly
payments to the Company until the balance of the Loan
Amount, including any interest due, is paid in full;
or
(c) the Employee may direct the Company to sell all
of the shares he or she purchased under the Plan, and
Employee shall pay any balance due, or the net
proceeds of the sale, if any, after the full Loan
Amount is paid, including any interest due, will be
distributed to the Employee.
ARTICLE V
PAYROLL DEDUCTIONS
A payroll deduction shall be made from the Base Salary
of each Employee for each Payroll Period in such amount as
shall be necessary to repay the Loan Amount and any interest
due within sixty (60) months. Payroll deductions shall cease
when the Loan Amount is fully repaid by the Employee. The
Company shall maintain records reflecting the amount withheld
from each Employee's Base Salary.
ARTICLE VI
ISSUANCE AND DISTRIBUTION OF COMMON STOCK
Certificates representing the number of shares of
Common Stock purchased pursuant to the Plan shall be issued
in the name of each electing Employee or in such other manner
as an Employee may elect, and shall be delivered to each
Employee as soon as practicable after full payment of the
Loan Amount, including any interest due, is received by the
Company. Employees shall have all rights of a stockholder
of the Company with respect to shares of Common Stock
purchased pursuant to the Plan until the date of the issuance
of a Common Stock certificate.
ARTICLE VII
TRANSFERABILITY
The rights of an Employee under the Plan may not be
transferred or assigned at any time.
ARTICLE VIII
EXPENSES; APPLICATIONS OF FUNDS
All expenses of administering the Plan shall be borne
by the Employers. All funds received by the Company under
this Plan may be used for any corporate purpose.
ARTICLE IX
GOVERNING LAW
The place of administration of the Plan shall be
conclusively deemed to be within the Commonwealth of Virginia
and the validity, construction, interpretation and
administration of the Plan and determinations and decisions
made thereunder, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall
be governed by, and determined exclusively and solely in
accordance with, the laws of the Commonwealth of Virginia.
Without limiting the generality of the foregoing, the period
within which any action arising under or in connection with
the Plan, or any contribution made or purportedly made under
or in connection therewith, must be commenced shall be
governed by the laws of the Commonwealth of Virginia, irre-
spective of the place where the act or omission complained
of took place and of the residence of any party to such
action and irrespective of the place where the action may
be brought.
ARTICLE X
EMPLOYER'S RIGHTS NOT AFFECTED
Neither the adoption of the Plan nor its operation
shall in any way affect the right and power of any Employer
to terminate the employment of any Employee at any time for
any reason with or without cause.
ARTICLE XI
CONDITIONS TO RIGHTS UNDER THE PLAN
No Employee or person claiming under or through any
Employee shall have any right or interest, whether vested
or otherwise, in the Plan or its continuance.
ARTICLE XII
AMENDMENT AND DISCONTINUANCE
The Board of Directors, the Executive Committee,
or the designee of either may, from time to time, modify,
amend or terminate the Plan, provided, however, that no
termination, modification or amendment of the Plan shall
affect an Employee's rights with respect to an outstanding
election to purchase shares under the Plan.
Exhibit 5
February 11, 1994
Board of Directors
Tultex Corporation
22 East Church Street
Martinsville, Virginia 24115
Tultex Corporation
Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Tultex Corporation, a
Virginia corporation (the "Company"), in connection with its
Registration Statement on Form S-8, and any amendments thereto, as
filed on February 11, 1994 with the Securities and Exchange
Commission (the "Registration Statement"), with respect to 925,000
shares of the Company's Common Stock, $1.00 par value (the "Common
Stock"), which are proposed to be offered and sold as described in
the Registration Statement.
In rendering this opinion, we have relied upon, among
other things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary.
Based upon the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company is duly incorporated, validly existing
and in good standing under the laws of the Commonwealth of
Virginia; and
2. The 925,000 shares of Common Stock covered by the
Registration Statement have been duly authorized and, when issued
and sold as described in the Registration Statement, will be
legally issued, fully paid and non-assessable
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
(signature of Hunton & Williams)
Hunton & Williams
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 1993, which appears
on page 24 of the 1992 Annual Report to Stockholders of Tultex Corporation,
which is incorporated by reference in Tultex Corporation's Annual Report
on Form 10-K for the year ended January 2, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedules, which appears on page F-1 of such Annual Report on Form 10-K.
(signature of Price Waterhouse)
PRICE WATERHOUSE
Winston-Salem, North Carolina
February 10, 1994
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8 of Tultex Corporation of our reports, dated March 19, 1992, on
our audits of the consolidated financial statements and consolidated
financial statement schedules of Universal Industries, Inc.
(signature of Coopers & Lybrand)
COOPERS & LYBRAND
Boston, Massachusetts
February 10, 1994
