<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-
==================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
BOYKIN LODGING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-824586
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
Terminal Tower, Suite 1500, 50 Public Square, Cleveland, Ohio 44113-2258
(Address of Principal Executive Offices) (Zip Code)
---------------
BOYKIN LODGING COMPANY
LONG-TERM INCENTIVE PLAN
AND
DIRECTORS' OPTION PLANS
(Full Title of the Plan)
---------------
ROBERT W. BOYKIN
Terminal Tower, Suite 1500
50 Public Square
Cleveland, Ohio 44113-2258
(Name and Address of Agent for Service)
(216) 241-6375
(Telephone Number, Including Area Code, of Agent for Service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered price per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 1,030,000(1) $26.62(2) $24,206,025 $7,335
====================================================================================================================================
</TABLE>
(1) 1,000,000 shares are registered pursuant to the Boykin Lodging Company
Long-Term Incentive Plan and 30,000 shares are registered pursuant to
the Directors' Option Plans. Also includes an indeterminable number of
additional shares that may become issuable pursuant to the
anti-dilution provisions of the Plans.
(2) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee. The fee with respect to 505,000
shares is based on $26.62, the average of the high and low sale prices
on October 27, 1997, of the registrant's Common Shares as reported on
the New York Stock Exchange. The fee with respect to the remaining (i)
425,000 shares (options for which were granted on November 4, 1996 in
connection with the registrant's initial public offering) was computed
on the basis of the exercise price of $20.00 per share; (ii) 75,000
shares (an option for which was granted on May 20, 1997) was computed
on the basis of the exercise price of $22.31 per share; (iii) 20,000
shares (an option for which was granted on July 30, 1997) was computed
on the basis of the exercise price of $23.28 per share; and (iv) 5,000
shares (an option for which was granted on August 12, 1997) was
computed on the basis of the exercise price of $24.31 per share.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Common Shares registered by Boykin Lodging Company (the
"Registrant") pursuant to this Registration Statement will be issued under the
Registrant's Boykin Lodging Company Long-Term Incentive Plan and Directors'
Option Plans (collectively, the "Plans").
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated
by reference in to this Registration Statement. All documents filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996,
including the Form 10-Qs for the quarters ended March 31, 1997 and June
30, 1997 and Current Reports on Form 8-K dated March 6, 1997 (as
amended by the Current Reports on Form 8-K/A filed with the Securities
and Exchange Commission (the "Commission") on June 2, 1997, June 17,
1997 and June 19, 1997) and April 4, 1997;
(c) The information contained in the Registrant's Proxy
Statement dated April 4, 1997, for its Annual Meeting of Shareholders
held on May 6, 1997, that has been incorporated by reference in the
1996 Form 10-K and was filed with the Commission on Schedule 14A on
April 4, 1997; and
(d) The description of the Registrant's Common Shares
contained in the Form 8-A/A Registration Statement filed with the
Commission on October 23, 1996 under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Shares offered hereby has been
passed upon for the Registrant by Baker & Hostetler LLP, Cleveland, Ohio. Albert
T. Adams, a director of the Registrant, is a partner in Baker & Hostetler LLP.
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code (the "Ohio Code") authorizes Ohio
corporations to indemnify officers and directors from liability if the officer
or director acted in good faith and in a manner reasonably believed by the
officer or director to be in or not opposed to the best interests of the
corporation, and with respect to any criminal actions, if the officer or
director had no reason to believe his action was unlawful. In the case of an
action by or on behalf of a corporation, indemnification may not be made (i) if
the person seeking indemnification is adjudged liable for negligence or
misconduct, unless the court in which such action was brought determines such
person is fairly and reasonably entitled to indemnification or (ii) if liability
asserted against such person concerns certain unlawful distributions. The
indemnification provisions of the Ohio Code require indemnification if a
director or officer has been successful on the merits or otherwise in defense of
any
II-1
<PAGE> 3
action, suit or proceeding that he was a party to by reason of the fact that he
is or was a director or officer of the corporation. The indemnification
authorized under Ohio law is not exclusive and is in addition to any other
rights granted to officers and directors under the articles of incorporation or
code of regulations of the corporation or any agreement between officers and
directors and the corporation. A corporation may purchase and maintain insurance
or furnish similar protection on behalf of any officer or director against any
liability asserted against him and incurred by him in his capacity, or arising
out of the status, as an officer or director, whether or not the corporation
would have the power to indemnify him against such liability under the Ohio
Code.
The Registrant's Code of Regulations provides for the
indemnification of directors and officers of the Registrant to the maximum
extent permitted by Ohio law, as authorized by the Board of Directors of the
Registrant, for the advancement of expenses incurred in connection with the
defense of any action, suit or proceeding that he was a party to by reason of
the fact that he is or was an officer or director of the Registrant upon the
receipt of an undertaking to repay such amount unless it is ultimately
determined that the officer or director is entitled to indemnification.
The Registrant has obtained an insurance policy which will
insure the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Registrant.
II-2
<PAGE> 4
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Amended and Restated Articles of Incorporation of
Boykin Lodging Company(1)
3.2 Code of Regulations of Boykin Lodging Company(1)
4.1 Boykin Lodging Company Long-Term Incentive Plan(1)
4.2 Form of Directors' Option Plan
5 Opinion of Baker & Hostetler LLP as to legality of
the Common Shares being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
(1) Incorporated by reference from Amendment No. 3 to the Registrant's
registration statement on Form S-11 (the Form S-11) (Registration No.
333-6341) filed on October 24, 1996. These exhibits have the same
exhibit number in the Form S-11.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (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;
and
(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.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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.
II-3
<PAGE> 5
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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.
II-4
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 Cleveland, State of Ohio, on this
31st day of October, 1997.
BOYKIN LODGING COMPANY
/s/ Robert W. Boykin
By
-----------------------------------------
Robert W. Boykin,
Chairman, President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert W. Boykin, Raymond P.
Heitland and Albert T. Adams, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this Registration
Statement, and to file the same with all exhibits hereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on October 31, 1997, by the
following persons in the capacities indicated below.
Signature Title
--------- -----
/s/ Robert W. Boykin Director, Chairman, President and
- ----------------------------------- Chief Executive Officer (Principal
Robert W. Boykin Executive Officer)
/s/ Raymond P. Heitland Director and Chief Financial
- ----------------------------------- Officer (Principal Accounting
Raymond P. Heitland Officer)
/s/ Albert T. Adams Director
- -----------------------------------
Albert T. Adams
/s/ Lee C. Howley, Jr. Director
- -----------------------------------
Lee C. Howley, Jr.
/s/ William H. Schecter Director
- -----------------------------------
William H. Schecter
/s/ Frank E. Mosier Director
- -----------------------------------
Frank E. Mosier
Director
- -----------------------------------
Ivan J. Winfield
II-5
<PAGE> 7
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Amended and Restated Articles of Incorporation of
Boykin Lodging Company(1)
3.2 Code of Regulations of Boykin Lodging Company(1)
4.1 Boykin Lodging Company Long-Term Incentive Plan(1)
4.2 Form of Directors' Option Plan
5 Opinion of Baker & Hostetler LLP as to legality of
the Common Shares and interests in the Plans being
registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
- --------------------
(1) Incorporated by reference from Amendment No. 3 to the Registrant's
registration statement on Form S-11 (the Form S-11) (Registration No.
333-6341) filed on October 24, 1996. These exhibits have the same
exhibit number in the Form S-11.
<PAGE> 1
Exhibit 4.2
Form of Directors' Option Plan
<TABLE>
<CAPTION>
Director Number of
Option Shares(1)
- -----------------------------------------------------
<S> <C>
Albert T. Adams 5,000
Lee C. Howley 5,000
William N. Hulett III 5,000
Frank E. Mosier 5,000
William H. Schecter 5,000
Ivan J. Winfield 5,000
</TABLE>
(1) Each option was granted on November 4, 1996, and is exercisable at $20
per share, except for the option granted to William H. Schecter, which
was granted on August 12, 1997 and is exercisable at $24.31 per share.
<PAGE> 2
SHARE OPTION AGREEMENT
----------------------
THIS AGREEMENT, made as of the 4th day of November 1996, by
and between BOYKIN LODGING COMPANY, an Ohio corporation (the "Company"), and
[name of director], an individual (the "Holder"),
W I T N E S S E T H :
---------------------
WHEREAS, the Company desires to grant the Holder, a member of
the Board of Directors of the Company, an option to purchase 5,000 Common
Shares, without par value, of the Company (the "Shares"); and
WHEREAS, the Holder desires to accept that grant;
NOW, THEREFORE, in consideration of the mutual covenants
herein set forth, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. The Company does hereby irrevocably grant
to the Holder, and the Holder does hereby accept, the right and option (the
"Option") to purchase, at the option of the Holder, 5,000 Shares at the option
price of $20.00 per Share, upon and subject to the other terms and conditions
hereof. Notwithstanding the foregoing, if at any time or from time to time the
number of Common Shares of the Company is increased or decreased, or the Common
Shares of the Company are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation
(whether as a result of a share split, share dividend, combination or exchange
of shares, exchange for other securities, reclassification, reorganization,
redesignation, merger, consolidation, recapitalization or otherwise), then (i)
there shall automatically be substituted for each Share for which the Option has
not been exercised the number and kind of shares or other securities into which
each outstanding share shall be changed or for which each such share shall be
exchanged, and (ii) the option price per Share shall be increased or decreased
proportionately so that the aggregate purchase price for the Shares subject to
the Option shall remain the same as immediately prior to that event. In addition
to the foregoing, the Company is entitled in the event of any such increase,
decrease or exchange to make adjustments to this Agreement (including
adjustments which may provide for the elimination of fractional shares), when
necessary to preserve the terms and conditions hereof.
2. TERM OF THE OPTION. The Option is exercisable, in whole or
in part, on or after the first anniversary of the date hereof. Shares for which
the Option has become exercisable are referred to herein as "Vested Shares," and
Shares for which the Option has not become exercisable are referred to herein as
"Unvested Shares." The Option terminates on the tenth anniversary of the date
hereof and must be exercised, if at all, on or before that date and is not
thereafter exercisable, notwithstanding anything herein to the contrary.
Notwithstanding anything contained herein to the contrary, it shall be a
condition to the Holder's right to exercise the Option with respect to any
Vested Shares that there shall have been filed with the Securities and Exchange
Commission an effective registration statement on Form S-8 (or such other form
as the Company may deem appropriate) with respect to the Shares receivable upon
exercise of the Option.
3. EXERCISE. (i) Subject to the other terms and conditions
hereof, the Option is exercisable, provided payment is made as provided below,
from time to time by
<PAGE> 3
written notice to the Company (in the form required by the Company, the
covenants and substantive provisions of which are hereby made part of this
Agreement), which shall:
(a) state that the Option is thereby being
exercised, the number of Shares with respect to which the
Option is being exercised, each person in whose name any
certificates for the Shares should be registered and that
person's address and social security number;
(b) be signed by the person or persons
entitled to exercise the Option and, if the Option is being
exercised by anyone other than the Holder, be accompanied by
proof satisfactory to counsel for the Company of the right of
that person or persons to exercise the Option under all
applicable laws and regulations; and
(c) be accompanied by such representations,
warranties or agreements with respect to the investment intent
of the person or persons exercising the Option as the Company
may reasonably request, in form and substance satisfactory to
counsel for the Company.
(ii) Payment of the Option price may be made, in the
discretion of the person exercising the Option, by full payment of the option
price in cash or by check, or, with the consent of the Company, in whole or in
part by a surrender of previously acquired Common Shares of the Company having a
Fair Market Value (as defined below) on the date of exercise equal to that
portion of the purchase price for which payment in cash or check is not made.
The latter of the dates on which that notice and payment are received by the
Company constitutes the date of exercise of the Option; and
(iii) For purposes hereof, the "Fair Market Value" of
a Common Share as of any date shall be; (a) the closing price of a Common Share
on the principal exchange on which the Common Shares are then trading, if any,
on the day immediately prior to that date, or if Common Shares were not traded
on that prior day, then on the next preceding trading day during which a sale
occurred (the applicable trading day, the "Trade Date"); or (b) if Common Shares
are not traded on an exchange but are quoted on NASDAQ or a successor quotation
system, (1) the last sale price (if Common Shares are then listed as a National
Market Issue under the NASD National Market System) on the Trade Date; or (2) if
Common Shares are not then so listed, the mean between the closing
representative bid and asked prices for Common Shares on the Trade Date as
reported by NASDAQ or that successor quotation system; or (3) if Common Shares
are not publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for Common
Shares, on the Trade Date, as determined in good faith by the Board of
Directors; or (4) if Common Shares are not publicly traded, the fair market
value established by the Board of Directors of the Company acting in good faith.
(iv) As a condition to the exercise of the Option and
the obligation of the Company to issue Shares upon the exercise thereof, the
proposed recipient of the Shares shall make any representation or warranty
necessary to comply with any applicable law or regulation or to confirm any
factual matter reasonably requested by the Company or its counsel.
<PAGE> 4
(v) Upon exercise of the Option and the satisfaction
of all conditions thereto, the Company shall deliver a certificate or
certificates for the applicable Shares to the person or persons and at the time
specified above upon receipt of payment for those Shares as set forth above.
4. DEATH AND DISABILITY. Upon the death or permanent and total
disability of the Holder, the Option must be exercised, if at all, within the
period ending on the first anniversary of that death or permanent and total
disability. In the case of death, the Option may be exercised only by the
Holder's estate or the person designated by the Holder by will, or as otherwise
designated by the laws of descent and distribution. Notwithstanding the
foregoing, in no event may the Option be exercisable after November 4, 2006, and
it may be exercised after the Holder's death only with respect to Shares which
were Vested Shares at the time of the Holder's death. For purposes hereof,
"permanent and total disability" means a permanent and total disability as
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the "Code").
5. TRANSFERABILITY. The Option and the Holder's rights therein
are not transferable by the Holder, except upon the death of the Holder as
provided in Paragraph 4. The Option is exercisable (subject to any other
applicable restrictions on exercise) only by the Holder (or any guardian or
other legal representative duly appointed for the Holder) for the Holder's own
account, except in the event of the Holder's death or permanent and total
disability as provided in Paragraph 4.
6. TAXES. The Holder hereby agrees to pay to the Company any
federal, state or local taxes of any kind that may be required by law to be
withheld and remitted by the Company with respect to the Option and the exercise
thereof. If the Holder does not make any such payment to the Company, the
Company, to the extent required or permitted by law, may withhold from any
payment of any kind otherwise due to the Holder from the Company, any federal,
state or local taxes of any kind required by law to be withheld with respect to
the Option or the Shares that are the subject of the Option. The Company, in its
sole discretion, may permit the Holder to pay those taxes through the
withholding of Shares otherwise deliverable to the Holder upon exercise of the
Option or the delivery to the Company of Common Shares otherwise acquired by the
Holder. The fair market value of Common Shares withheld by the Company or
tendered to the Company for the satisfaction of any tax withholding obligations
determined to exist under this Paragraph 6 will be determined on the date on
which those Common Shares are withheld or tendered.
7. INTENT. The Option does not, and is not intended to,
qualify as an "Incentive Stock Option" for purposes of Section 422A(b) of the
Code. The Option is to be construed and exercised consistent with this Paragraph
7.
8. SECURITIES LAW COMPLIANCE. Notwithstanding any provision of
this Agreement to the contrary, the Option is not exercisable unless, at the
time the Holder attempts to exercise the Option, in the opinion of counsel for
the Company, all applicable securities laws, rules and regulations have been
complied with. The Holder agrees that the Company may impose such restrictions
on the Shares as are deemed advisable by the Company, including, without
limitation, restrictions relating to listing or trading requirements. The Holder
further agrees that certificates representing the Shares may bear such legends
and statements as the Company considers appropriate or advisable to assure,
among other things, compliance with applicable securities laws, rules and
regulations.
<PAGE> 5
9. RIGHTS OF THE HOLDER. The granting of the Option does not
confer any right on the Holder to continue as a director of the Company. The
Holder has no dividend, voting or other rights of a shareholder with respect to
the Shares that are subject to the Option prior to the purchase of those Shares
upon exercise of the Option and the execution and delivery of all other
documents and instruments considered necessary or desirable by the Company in
connection therewith.
10. MISCELLANEOUS. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, except to the extent
otherwise governed by federal law.
IN WITNESS WHEREOF, the parties have subscribed their names
hereto as of the date first above written.
BOYKIN LODGING COMPANY, an Ohio
corporation
By:
----------------------------------
Name: Robert W. Boykin
Title: President
The foregoing Option is
hereby accepted.
- --------------------------------
(Signature)
<PAGE> 1
Exhibit 5
[Baker & Hostetler LLP Letterhead]
October 31, 1997
Boykin Lodging Company
Terminal Tower, Suite 1500
50 Public Square
Cleveland, Ohio 44113-2258
Gentlemen:
We have acted as counsel to Boykin Lodging Company, an Ohio corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") filed under the Securities Act of 1933 (the
"Act") relating to the reservation of 1,030,000 Common Shares, without par value
(the "Common Shares"), of the Company for issuance under the Boykin Lodging
Company Long-Term Incentive Plan and the Company's Directors' Option Plans
(collectively, the "Plans").
In connection with the foregoing, we have examined: (a) the Amended and
Restated Articles of Incorporation of the Company, (b) the Code of Regulations
of the Company, (c) the Plans, and (d) such records of the corporate
proceedings of the Company and such other documents as we have deemed necessary
to render this opinion.
Based on that examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio; and
2. The Common Shares available for issuance under the Plans,
when issued in accordance with the Plans, will be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this Opinion as Exhibit 5 to
the Registration Statement and to the reference to our firm in Item 5 of
Part II of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated (i) February 25,
1997 (except with respect to the matters discussed in Note 13 to the financial
statements of Boykin Lodging Company (the "Company"), as to which the date is
March 14, 1997) included in the Company's Form 10-K for the year ended
December 31, 1996, (ii) May 16, 1997 included in Amendment No. 1 to the
Company's Current Report on Form 8-K/A filed with the Securities and Exchange
Commission (the "Commission") on June 17, 1997, and (iii) May 17, 1997 included
in Amendment No. 3 to the Company's Current Report on Form 8-K/A filed with the
Commission on June 19, 1997, and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Cleveland, Ohio,
October 31, 1997.
