As filed with the Securities and Exchange Commission on November 25, 1997
Registration No. 333-37531
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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URS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1381538
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
8711/8712
(Primary Standard Industrial
Classification Code Number)
100 California Street, Suite 500
San Francisco, California 94111-4529
Telephone: (415) 774-2700
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
-----------
Kent P. Ainsworth
Executive Vice President, Chief Financial Officer and Secretary
URS Corporation
100 California Street, Suite 500
San Francisco, California 94111-4529
Telephone: (415) 774-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------
Copy to:
Samuel M. Livermore, Esq.
Robert B. Ajemian, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111
(415) 693-2000
Fax (415) 951-3699
-----------
1.
<PAGE>
This Post-Effective Amendment No. 1 is being filed to deregister
1,155,196 shares of Common Stock (the "Shares") of URS Corporation (the
"Registrant") covered by the Form S-4/A Registration Statement No. 333-37531
filed on October 10, 1997 (the "Registration Statement") and to file certain
legal opinions as exhibits. The Shares, which were registered pursuant to the
Registration Statement in connection with the merger (the "Merger") of
Woodward-Clyde Group, Inc. ("Woodward-Clyde") with and into a subsidiary of the
Registrant ("Acquisition Corp."), have not been issued as of the date of this
Post-Effective Amendment No. 1 based on the conversion formula for the
outstanding Woodward-Clyde common stock, as described in the Agreement and Plan
of Merger dated as of August 18, 1997 (the "Merger Agreement") between the
Registrant, Woodward-Clyde and Acquisition Co. The terms of the Merger and the
Merger Agreement are described in the Joint Proxy Statement/Prospectus filed as
part of the Registration Statement.
2.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
Number Exhibit
------ -----------------------------
2.1 Agreement and Plan of Merger dated as of August 18, 1997
between URS Corporation, Woodward-Clyde Group, Inc. and W-C
Acquisition Corporation, filed with the Commission as Exhibit
2.1 to the Company's Form 8-K filed on August 19, 1997 and
incorporated herein by reference.
4.1 Certificate of Incorporation of the Company, filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1991, filed with the Commission and
incorporated herein by reference.
4.2 Bylaws of the Company, filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 1996 (the "1996 Form 10-K"), filed with the Commission and
incorporated herein by reference.
5 Opinion of Cooley Godward LLP, filed as Exhibit 5 to the
Company's Registration Statement on Form S-4/A (the "Form
S-4"), filed with the Commission on October 10, 1997 and
incorporated herein by reference.
8.1 Opinion of Cooley Godward LLP. FILED HEREWITH.
8.2 Opinion of Bronson, Bronson & McKinnon LLP. FILED HEREWITH.
10.1 1979 Stock Option Plan of the Company, filed as Exhibit 10.01
to the Company's Registration Statement on Form S-14
(Commission File No. 2-73909) and incorporated herein by
reference.
10.2 1987 Restricted Stock Plan of the Company, filed as Appendix I
to the Company's definitive proxy statement filed with the
Commission on March 2, 1987 and incorporated herein by
reference.
10.3 1985 Employee Stock Purchase Plan of the Company, adopted
effective July 1, 1997, filed as Exhibit 10.3 to the 1996 Form
10-K and incorporated herein by reference.
10.4 1991 Stock Incentive Plan of the Company, amended and restated
effective December 17, 1996, filed as Exhibit 10.4 to the 1996
Form 10-K and incorporated herein by reference.
3.
<PAGE>
10.5 Non-Executive Directors Stock Grant Plan of the Company,
adopted December 17, 1996, filed as Exhibit 10.5 to the 1996
Form 10-K and incorporated herein by reference.
10.6 Selected Executive Deferred Compensation Plan of the Company,
filed as Exhibit 10.3 to the Company's Registration Statement
on Form S-1 (Commission File No. 33-56296) ("1990 Form S-1")
and incorporated herein by reference.
10.7 1996 Incentive Compensation Plan of the Company, filed as
Exhibit 10.7 to the 1996 Form 10-K and incorporated herein by
reference.
10.8 1996 Incentive Compensation Plan of URS Consultants, Inc.,
filed as Exhibit 10.8 to the 1996 Form 10-K and incorporated
herein by reference.
10.9 1996 Incentive Compensation Plan of Greiner Engineering, Inc.,
filed as Exhibit 10.9 to the 1996 Form 10-K and incorporated
herein by reference.
10.10 Stock Appreciation Rights Agreement, dated July 18, 1989,
between the Company and Irwin L. Rosenstein, filed as Exhibit
10.13 to the 1990 Form S-1 and incorporated herein by
reference.
10.11 Stock Appreciation Rights Agreement, dated October 9, 1989,
between the Company and Martin M. Koffel, filed as Exhibit
10.15 to the 1990 Form S-1 and incorporated herein by
reference.
10.12 Employment Agreement, dated August 1, 1991, between URS
Consultants, Inc. and Irwin L. Rosenstein, filed as Exhibit
10.12 to the 1991 Form 10-K and incorporated herein by
reference.
10.12(a) Amendment to Employment Agreement, dated October 11, 1994,
between URS Consultants, Inc., and Irwin L. Rosenstein, filed
as Exhibit 10.12(a) to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1994 (the "1994
Form 10-K"), filed with the Commission and incorporated herein
by reference.
10.13 Employment Agreement, dated December 16, 1991, between the
Company and Martin Koffel, filed as Exhibit 10.13 to the 1991
Form 10-K and incorporated herein by reference.
10.14 Employment Agreement, dated May 7, 1991, between the Company
and Kent P. Ainsworth, filed as Exhibit 10.16 to the 1991 Form
10-K and incorporated herein by reference.
10.15 Agreement and Plan of Merger, dated as of January 10, 1996,
between URS Corporation, URS Acquisition Corporation and
Greiner Engineering, Inc., filed as Exhibit 2(a) to the Form
8-K filed on January 12, 1996 (the "January 12, 1996 Form
8-K"), and incorporated herein by reference.
4.
<PAGE>
10.16 Letter Agreement, dated February 14, 1990, between the Company
and Richard C. Blum, filed as Exhibit 10.31 to the 1990 Form
S-1 and incorporated herein by reference.
10.17 Letter Agreement, dated February 14, 1990, between the Company
and Richard C. Blum & Associates, Inc., filed as Exhibit 10.32
to the 1990 Form S-1 and incorporated herein by reference.
10.18 Registration Rights Agreement, dated February 21, 1990, among
the Company, Wells Fargo Bank, N.A. and the Purchaser Holders
named therein, filed as Exhibit 10.33 to the 1990 Form S-1 and
incorporated herein by reference.
10.19 Post-Affiliation Agreement, dated July 19, 1989, between the
Company and URS International, Inc., filed as Exhibit 10.42 to
the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1989 and incorporated herein by reference.
10.20 Contract between URS Consultants, Inc. and the U.S. Department
of the Navy (No N62474-89-R-9295) dated June 6, 1989, filed as
Exhibit 10.34 to the 1991 Form 10-K and incorporated herein by
reference.*
10.21 Form of Indemnification Agreement dated as of May 1, 1992
between the Company and each of Messrs. Ainsworth, Blum,
Cashin, Koffel, Madden, Praeger, Rosenstein, Walsh,
DerMarderosian, Costello, Glynn and Johnston and Admiral
Foley, filed as Exhibit 10.34 to the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1992 and
incorporated herein by reference.
10.22 Credit Agreement, dated as of January 10, 1996, between URS
Corporation, the Financial Institutions listed therein as
Lenders and Wells Fargo Bank, National Association, as
Administrative Agent for the Lenders, filed as Exhibit 99(a)
to the January 12, 1996 Form 8-K, and incorporated herein by
reference.
10.23 Severance Agreement, dated as of November 22, 1993, between
the Company and Joseph Masters, filed as Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 and incorporated herein by reference.
10.24 Employment Agreement, dated March 29, 1996, between Greiner,
Inc. and Robert L. Costello, filed as Exhibit 10.1 to the 1996
second quarter Form 10-Q and incorporated herein by reference.
21 Subsidiaries of the Company, filed as Exhibit 21.1 to the 1996
Form 10-K and incorporated herein by reference.
23.1 Consent of Cooley Godward LLP (included in Exhibit 8.1).
5.
<PAGE>
23.2 Consent of Bronson, Bronson & McKinnon LLP (included in
Exhibit 8.2).
* Note: Certain material contained in this exhibit and indicated by an asterisk
has been omitted and filed separately with the Commission pursuant to
an application for confidential treatment under Rule 24b-2 promulgated
under the Securities Exchange Act of 1934, as amended, which was
granted by the Commission effective April 30, 1992.
6.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on November 25,
1997.
URS CORPORATION
By /s/Martin M. Koffel
------------------------------------
Martin M. Koffel
Chairman of the Board, President and
Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Martin M. Koffel Chairman of the Board, Chief November 25, 1997
--------------------------------- Executive Officer, President and
Martin M. Koffel Director (Principal Executive Officer)
/s/Kent P. Ainsworth Executive Vice President, Chief November 25, 1997
--------------------------------- Financial Officer, Principal
Kent P. Ainsworth Accounting Officer and Secretary
/s/IRWIN L. ROSENSTEIN* Vice President and Director November 25, 1997
---------------------------------
Irwin L. Rosenstein
/s/RICHARD C. BLUM* Director November 25, 1997
---------------------------------
Richard C. Blum
/s/ROBERT L. COSTELLO* Director November 25, 1997
---------------------------------
Robert L. Costello
/s/ARMEN DER MARDEROSIAN* Director November 25, 1997
---------------------------------
Armen Der Marderosian
7.
<PAGE>
/s/ADM. S. ROBERT FOLEY, JR.* Director November 25, 1997
---------------------------------
Adm. S. Robert Foley, Jr.
/s/ROBERT D. GLYNN, JR.* Director November 25, 1997
---------------------------------
Robert D. Glynn, Jr.
/s/SENATOR J. BENNETT JOHNSTON* Director November 25, 1997
---------------------------------
Senator J. Bennett Johnston
/s/RICHARD B. MADDEN* Director November 25, 1997
---------------------------------
Richard B. Madden
/s/RICHARD Q. PRAEGER* Director November 25, 1997
---------------------------------
Richard Q. Praeger
/s/WILLIAM D. WALSH* Director November 25, 1997
---------------------------------
William D. Walsh
Director November ___, 1997
---------------------------------
Frank S. Waller
Director November ___, 1997
---------------------------------
Jean-Yves Perez
<FN>
*By
/s/Kent P. Ainsworth
- ---------------------------------
(Kent P. Ainsworth, Attorney-in-Fact)
</FN>
</TABLE>
8.
Cooley Godward LLP ATTORNEYS AT LAW
One Maritime Plaza
20th Floor
San Francisco, CA
94111-3580
November 14, 1997 Main 415 693-2000
Fax 415 951-3699
URS Corporation http://www.cooley.com
100 California Street, Suite 500
San Francisco, CA 94111-5239 WEBB B. MORROW III
415 693-2170
[email protected]
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with the Agreement and Plan
of Merger dated August 18, 1997 (the "Plan of Merger") by and among URS
CORPORATION, a Delaware corporation ("Parent"), W-C ACQUISITION CORPORATION, a
Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and
WOODWARD-CLYDE GROUP, INC., a Delaware corporation (the "Company"). The Company
will merge with and into Merger Sub (the "Merger") pursuant to the Plan of
Merger and related Merger Documents (collectively, including the exhibits to
each, the "Agreements").
Except as otherwise provided, capitalized terms not defined herein have the
meanings set forth in the Plan of Merger or in certificates dated October 10,
1997 delivered to us by Parent, Merger Sub and the Company containing certain
representations of Parent, Merger Sub and the Company (the "Certificates of
Representations"). All section references, unless otherwise indicated, are to
the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as counsel to the Parent in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined originals,
certified copies or copies otherwise identified to our satisfaction as being
true copies of the original of the following documents (including all exhibits
and schedules attached thereto):
(a) the Agreements;
(b) the Certificates of Representations;
(c) the Continuity of Interest Certificates by certain stockholders of
the Company in favor of Parent, Merger Sub and the Company (the "Continuity of
Interest Certificates"); and
(d) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and related to
the consummation of the Merger and the transactions contemplated thereby as we
have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof):
<PAGE>
COOLEY GODWARD LLP
URS Corporation
November 14, 1997
Page 2
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there is (or
will be prior to the Closing) due execution and delivery of all documents where
due execution and delivery are a prerequisite of the effectiveness thereof;
2. The truth and accuracy at all relevant times, of all
representations, warranties and statements made or agreed to by Parent, Merger
Sub and the Company, their management, employees, officers, directors and
stockholders in connection with the Merger, including but not limited to those
set forth in the Agreements (including the exhibits), the Certificates of
Representations and the Continuity of Interest Certificates; and that all
covenants contained in such agreements are performed without waiver or breach of
any material provision thereof;
3. There is no plan or intention on the part of the Company's
stockholders (a "Plan") to engage in a sale, exchange, transfer, distribution,
pledge, or other disposition (including a distribution by a corporation to its
stockholders) or any transaction which results in a reduction of risk of
ownership, or a direct or indirect disposition (a "Sale") of shares of Parent
Common Stock to be received in the Merger that would reduce the Company
stockholders' ownership of Parent Common Stock to a number of shares having an
aggregate fair market value, as of the Effective Time, of less than fifty
percent (50%) of the value of all of the stock of the Company outstanding
immediately prior to the Merger. Shares of the Company stock with respect to
which dissenters' rights are exercised in the Merger, which are exchanged for
cash in lieu of fractional shares of Parent Common Stock or which are sold,
redeemed or disposed of in a transaction that is in contemplation of or related
to the Merger shall be considered shares of the Company stock held by
stockholders of the Company immediately before the Merger which are exchanged in
the Merger for shares of Parent Common Stock which are then disposed of pursuant
to a Plan;
4. All covenants contained in the Agreements (including exhibits
thereto), the Certificates of Representations and the Continuity of Interest
Certificates are performed without waiver or breach of any material provision
thereof;
5. Shares of stock of the Company surrendered pursuant to the Merger
will not be subject to any liability at the time surrendered and that no
liabilities of any stockholder of the Company will be assumed by Parent or
Merger Sub in connection with the Merger; and
6. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
<PAGE>
COOLEY GODWARD LLP
URS Corporation
November 14, 1997
Page 3
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that, for federal income tax purposes, the Merger will be a reorganization
within the meaning of Section 368(a)(1) of the Code.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger except as
specifically set forth herein, and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as described
in the Agreements or to any other transaction whatsoever including the Merger if
all the transactions described in the Agreements are not consummated in
accordance with the terms of the Agreements and without waiver of any material
provisions thereof. To the extent any of the representations, warranties,
statements and assumptions material to our opinion and upon which we have relied
are not complete, correct, true and accurate in all material respects at all
relevant times, our opinion would be adversely affected and should not be relied
upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
the courts. The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes would not adversely
affect the accuracy of the conclusions stated herein. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.
<PAGE>
COOLEY GODWARD LLP
URS Corporation
November 14, 1997
Page 4
This opinion has been delivered for your benefit in connection with the Merger
and may not be distributed or otherwise made available to any other person or
entity without our prior written consent.
Sincerely,
COOLEY GODWARD LLP
By: /s/ Webb B. Morrow III
----------------------
Webb B. Morrow III
WBM:dp
21366291
LAW OFFICES OF
BRONSON, BRONSON & MCKINNON, LLP
SAN FRANCISCO LOS ANGELES
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111-2514
TELEPHONE (415) 986-4200 o FACSIMILE (415) 982-1394
www.bronson.com
November 14, 1997
Woodward Clyde Group, Inc.
4582 S. Ulster Street, Suite 600
Denver, CO 80237
Re: Agreement and Plan of Merger, dated August 18, 1997, by and
among URS Corporation, a Delaware corporation, W-C Acquisition
Corporation, a Delaware corporation, and Woodward-Clyde Group,
Inc., a Delaware corporation
Ladies and Gentlemen:
We have acted as special tax counsel to Woodward-Clyde Group, Inc., a
Delaware corporation (the "Company"), with respect to the Agreement and Plan of
Merger dated August 18, 1997 (the "Plan of Merger") and entered into by and
among URS Corporation, a Delaware corporation ("URS"), W-C Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of URS ("WCAC"),
and the Company. Pursuant to the Plan of Merger, the Company will merge with and
into WCAC (the "Merger") in accordance with the Plan of Merger and related
Merger Documents (collectively, including the exhibits to each, the "Merger
Agreement"). This opinion is being rendered pursuant to your request. Except as
otherwise provided, capitalized terms not defined herein have the meanings set
forth in the Plan of Merger or in certificates dated October 10, 1997 delivered
to us by URS, WCAC and the Company containing certain representations of URS,
WCAC and the Company (the "Certificates of Representations").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Plan of Merger and such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinion below, including the
Continuity of Interest Certificates executed by certain stockholders of the
Company in favor of URS, WCAC and the Company (the "Continuity of Interest
Certificates"). In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In rendering the opinion set
forth below, we have assumed and have relied upon (without any independent
investigation or review thereof) the truth and accuracy at all relevant times of
all representations, warranties, statements and covenants made or agreed to by
the Company, URS, WCAC, and their
<PAGE>
BRONSON, BRONSON & MCKINNON LLP
Bronson, Bronson & McKinnon, LLP
November 14, 1997
Page 2
management, employees, officers, directors and stockholders, including but not
limited to the those contained in the Certificates of Representations and the
Continuity of Interest Certificates, and upon the representations, warranties
and statements set forth in the Merger Agreement. Further, our opinion assumes
that the Merger will occur fully in accordance with the terms and provisions of
the Plan of Merger and there is (or will be prior to the Closing) due execution
and delivery of all documents where due execution and delivery are a
prerequisite of the effectiveness thereof.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. The opinions set forth below are also predicated upon and limited by
the assumptions set forth herein and are further subject to the qualifications,
assumptions, exceptions and limitations set forth below:
(a) The opinions and conclusions set forth herein are based upon the
federal income tax laws of the United States, including the Code, final,
temporary and proposed Treasury regulations, and judicial and administrative
interpretations thereof as they exist on the date of this letter. There can be
no assurance that the legal authorities upon which our opinion is based will not
be modified, revoked, supplemented or otherwise changed, and no assurance can be
given that future legislative, judicial or administrative changes will not
adversely affect the accuracy of the conclusions stated herein. To the extent of
any such changes, our opinion is not applicable. Furthermore, we undertake no
obligations to reexamine or in any way revise our opinion in the light of such
changes, or otherwise advise you of any new developments in the application or
interpretation of the federal income tax laws which might relate to the opinions
expressed herein.
(b) This opinion only represents our best judgment as to the federal
income tax consequences of the Merger and is not binding on the Internal Revenue
Service or the courts.
(c) There is no plan or intention on the part of the Company's
stockholders (a "Plan") to engage in a sale, exchange, transfer, distribution,
pledge, or other disposition (including a distribution by a corporation to its
stockholders) or any transaction which results in a reduction of risk of
ownership, or a direct or indirect disposition (a "Sale") of shares of URS
Common Stock to be received in the Merger that would reduce the Company
stockholders' collective ownership of URS Common Stock to a number of shares
having an aggregate fair market value, as of the Effective Time, of less than
fifty percent (50%) of the value of all of the stock of the Company outstanding
immediately prior to the Merger. Shares of the Company stock with respect to
which dissenters' rights are exercised in the Merger, which are exchanged for
cash in lieu of fractional
<PAGE>
BRONSON, BRONSON & MCKINNON LLP
Bronson, Bronson & McKinnon, LLP
November 14, 1997
Page 3
shares of URS Common Stock or which are sold, redeemed or disposed of in a
transaction that is in contemplation of or related to the Merger shall be
considered shares of the Company stock held by stockholders of the Company
immediately before the Merger which are exchanged in the Merger for shares of
URS Common Stock which are then disposed of pursuant to a Plan.
(d) All covenants contained in the Merger Agreement (including all
exhibits thereto), the Certificates of Representations and the Continuity of
Interest Certificates are performed without waiver or breach of any material
provisions thereof.
(e) The shares of Common Stock of the Company surrendered pursuant to
the Merger will not be subject to any liability at the time surrendered and that
no liabilities of any stockholder of the Company will be assumed by URS or WCAC
in connection with the Merger.
(f) Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Based upon and subject to the foregoing, we are of the opinion that,
for federal income tax purposes, the Merger will be a "reorganization" within
the meaning of Section 368(a)(1) of the Code.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger except as
specifically set forth herein, and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as
described in the Agreements or to any other transaction whatsoever including the
Merger if all the transactions described in the Agreements are not consummated
in accordance with the terms of the Agreements and without waiver of any
material provisions thereof. To the extent any of the representations,
warranties, statements and assumptions material to our opinion and upon which we
have relied are not complete, correct, true and accurate in all material
respects at all relevant times our opinion would be adversely affected and
should not be relied upon.
<PAGE>
BRONSON, BRONSON & MCKINNON LLP
Bronson, Bronson & McKinnon, LLP
November 14, 1997
Page 4
This opinion has been delivered for your benefit in connection with the
Merger, and may not be distributed or otherwise made available to any other
person or entity without our prior written consent.
Very truly yours,
/s/ BRONSON, BRONSON & MCKINNON, LLP
------------------------------------
RAS
