AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WAINOCO OIL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
WYOMING 74-1895085
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(State of Incorporation of Organization) (I.R.S. Employer
Identification No.)
10000 Memorial Dr., Suite 600, Houston, Texas 77024
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box.[ ]
Securities Act registration statement file number to which this
form relates: 33-28924
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
7 3/4 % Convertible Subordinated New York Stock Exchange, Inc.
Debentures, Due 2014
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
General
The 7 3/4% Convertible Subordinated Debentures due June 1, 2014 (the
"Debentures") are unsecured obligations of Wainoco Oil Corporation, a Wyoming
corporation (the "Company") of equal rank with the Company's 10 3/4%
Subordinated Debentures due 1998 currently outstanding and subordinated as to
principal, premium, if any, and interest to all Senior Indebtedness ("Senior
Indebtedness" having the same definition as the one assigned to it in the
indenture identified in the following sentence) of the Company currently
outstanding or incurred from time to time. The Debentures were issued under an
Indenture, dated as of June 1, 1989 (the "Indenture"), between the Company and
Texas Commerce Trust Company of New York, as Trustee (the "Trustee"), a copy of
which was filed as an exhibit to the Registration Statement (file number
33-28924) covering the Debentures (the "Registration Statement").
The terms of the Debentures include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (the
"Trust Indenture Act") as in effect on the date of the Indenture. Potential
investors are referred to the Indenture and the Trust Indenture Act for a
statement of such terms. The following discussion, unless the context otherwise
requires, is a summary of the substance or general effect of certain provisions
of the Indenture and is qualified in its entirety by reference to the Indenture
and the cited provisions thereof. Unless otherwise provided, capitalized terms
contained in this Form 8-A have the same meanings as defined in the Indenture.
The Debentures are limited in aggregate principal amount to $46,000,000, and
have been issued as fully registered Debentures in denominations of $1,000 or
integral multiples thereof. The Debentures bear interest at 7 3/4% per annum
from and after July 13, 1989. Payments of interest are made semi-annually on
June 1 and December 1 in each year. The Debentures will mature on June 1, 2014.
Interest is computed on the basis of a 360-day year of twelve 30-day months.
Texas Commerce Trust Company of New York is the Registrar Paying Agent and
Conversion Agent for the Debentures. Payment of the principal of the Debentures
is made at the office of the Paying Agent. The Debentures are exchangeable and
transferable at the office of the Registrar without charge therefor, except for
any tax or other governmental charge connected therewith.
The Company furnishes holders of its Common Stock annual reports containing
audited financial statements and interim reports containing unaudited financial
statements. The Company will furnish holders of the Debentures such reports upon
request.
Conversion
The holders of Debentures are entitled at any time prior to the close of
business on June 1, 2014, subject to prior redemption and to the occurrence of a
Corporate Change, to convert the Debentures or portions thereof (in
denominations of $1,000 or integral multiples thereof) into Common Stock of the
Company, at the conversion price of $8 3/4 per share, subject to adjustment as
described below.
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The conversion price is subject to adjustment as set forth in the Indenture
upon the occurrence of certain events, including (i) the issuance of shares of
Common Stock as a dividend or distribution on the Common Stock; (ii)
subdivisions and combinations of the Common Stock; (iii) the making of a
distribution on the Common Stock in shares of the Company's capital stock (other
than Common Stock) or the issuance by way of reclassification of its Common
Stock of any shares of its capital stock; (iv) the issuance to all holders of
Common Stock of certain rights or warrants entitling them to subscribe for
Common Stock at less than the current market price (as defined in the Indenture)
of the Common Stock; (v) the distribution to all holders of Common Stock of
debt securities or assets of the Company or rights or warrants to purchase debt
securities, assets, or other securities of the Company (excluding cash dividends
or other cash distributions from consolidated retained earnings or consolidated
earnings since June 30, 1989, and excluding rights and warrants referred to in
(iv) above) and (vi) certain repurchases of Common Stock at a premium to the
current market price. No adjustment in the conversion price need be made unless
such adjustment would require a change of at least 1% in the conversion price.
Any adjustments that are not made shall be carried forward and taken into
account in any subsequent adjustment. In addition, no adjustment in the
conversion price need be made (i) for rights to purchase Common Stock pursuant
to a Company plan for reinvestment of dividends or interest or (ii) for a change
in the par value or no par value of the Common Stock. Also to the extent the
Debentures become convertible into cash, no adjustment need be made thereafter
as to the cash and interest will not accrue on the cash.
The Company may voluntarily reduce the conversion price by any amount for any
period of time if the period is at least 20 days and if the reduction is
irrevocable during the period, provided that the conversion price is not less
than the par value of a share of Common Stock and provided that the Company
provides written notice to each holder of Debentures at such holder's registered
address at least 15 days before the date on which the reduced conversion price
takes effect.
Interest will be paid on any interest payment date with respect to Debentures
tendered for conversion after the record date for payment of interest. Except
as aforesaid and as described below with respect to Debentures converted
pursuant to a conversion right arising upon a Corporate Change or an Ownership
Change, on conversion, no accrued and unpaid interest will be payable on a
Debenture surrendered for conversion.
The Company is not required to issue fractional shares of Common Stock upon
conversion of Debentures and, in lieu thereof, will pay a cash adjustment based
upon the market price of the Common Stock on the last business day prior to the
date of conversion.
If a Debenture is called for redemption by the Company (see "- Redemption -
Redemption at the Option of the Company"), in whole or in part, the right of the
holder to convert into Common Stock the portion of the Debenture so called for
redemption terminates at the close of business on the redemption date. To
convert a Debenture, a holder must: (i) complete and sign the conversion notice
on the back of the Debenture; (ii) surrender the Debenture to the Conversion
Agent; (iii) furnish all appropriate endorsements and transfer documents if
required by the Registrar or Conversion Agent; and (iv) pay any applicable
transfer or similar taxes, if any Common Stock is to be issued in the name of
any person other than the holder.
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Special Conversion Rights Upon Corporate Change or Ownership Change
If a Corporate Change should occur with respect to the Company, the right of
holders of Debentures to convert into Common Stock of the Company shall
terminate as of the effective date of such Corporate Change and, thereafter,
each holder of a Debenture shall have the right, at the holder's option, for a
period of 60 days after the mailing of a notice by the Company that a Corporate
Change has occurred, to convert all of such holder's Debentures, or a portion
thereof which is $1,000 or any integral multiple thereof, into Common Stock of
the Company which is Marketable (as defined below) or, if the Company should no
longer be the obligor on the Debentures, Marketable common stock of the
corporation that is the successor obligor on the Debentures, with a Prescribed
Value (as defined below) equal to the Repurchase Value of the Debentures for
which conversion is elected. The Company or the successor obligor, as the case
may be, may, at its option, in lieu of providing Marketable common stock upon
any such conversion, provide the holder with cash equal to the Repurchase Value
of the Debentures for which conversion was elected. Debentures which are not
converted as provided above will become convertible into the kind and amount of
securities, cash or other assets which the holders of the Debentures would have
owned immediately after the Corporate Change if the holders had converted the
Debentures immediately before the effective date of the Corporate Change. The
Company will notify the registered holders of Debentures of any pending
Corporate Change at lease 30 days in advance of the effective date of any such
Corporate Change in order to allow such holders an opportunity to exercise their
conversion rights prior to the effective date of such Corporate Change.
If an Ownership Change should occur with respect to the Company, each holder
of a Debenture shall have the right, at the holder's option, for a period of 60
days after the mailing of a notice by the Company that an Ownership Change has
occurred, to convert all of such holder's Debentures, or a portion thereof which
is $1,000 or any integral multiple thereof, into Common Stock of the Company
with a Prescribed Value equal to the Repurchase Value of the Debentures for
which conversion is elected. The Company may, at its option, in lieu of
providing Common Stock upon any such conversion, provide the holder with cash
equal to the Repurchase Value of the Debentures for which conversion was
elected. The conversion right arising upon an Ownership Change will only be
applicable with respect to the first Ownership Change that occurs after the date
of the Indenture.
The right of the Company to provide cash in lieu of Common Stock upon
conversion, as described above is subject to the restriction that the Company
may not exercise such right when the subordination provisions set forth in the
Indenture would not permit the Company to make a payment of principal of or
interest on the Debentures.
If a Corporate Change or an Ownership Change shall occur with respect to the
Company, then within 30 days after the occurrence of such Corporate Change or
Ownership Change, the Company will mail to the Trustee and each registered
holder of a Debenture a notice setting forth details regarding the right of the
holders to convert their Debentures as a result of such Corporate Change or
Ownership Change, as the case may be. The holder of a Debenture must exercise
this conversion right within the 60-day period after the mailing of such notice
by the Company. Exercise of such conversion right shall be irrevocable and
interest on Debentures (or portions thereof) tendered for conversion shall cease
to accrue from and after the conversion date. The conversion date with respect
to the exercise of a conversion right arising upon a Corporate Change or
Ownership Change shall be the 60th day after the mailing of the notice by the
Company that a Corporate Change or Ownership Change, as the case may be, has
occurred.
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As used herein, a "Corporate Change" with respect to the Company shall be
deemed to have occurred at such time as the Company sells, leases or otherwise
transfers all or substantially all of its assets or is a party to a merger,
consolidation, combination, reorganization or other transaction that results in
a reclassification, conversion, exchange, cancellation or other change (other
than the issuance of additional shares of Common Stock by the Company in an
acquisition) in its outstanding Common Stock, which reclassification,
conversion, exchange, cancellation or other change does not result in an
adjustment in the conversion price.
As used herein, an "Ownership Change" with respect to the Company shall be
deemed to have occurred at such time as any person, together with its affiliates
and associates, is or becomes the beneficial owner, directly or indirectly, of
more than 50% of the outstanding Common Stock of the Company pursuant to a
transaction that does not constitute a Corporate Change with respect to the
Company.
Neither a Corporate Change nor an Ownership Change, however, will be deemed
to occur with respect to any transaction in which the consideration received by
the holders of Common Stock of the Company consists solely of common stock which
is (or will, upon consummation of such transaction be) listed on a national
securities exchange or approved for quotation in the NASDAQ National Market
System or any similar system of automated dissemination of quotations of
securities prices in the U.S.
As used herein, "Marketable" common stock shall mean common stock which is
(or will upon the distribution thereof, be) listed on a national securities
exchange or approved for quotation in the NASDAQ National Market System or any
similar system of automated dissemination of quotations of securities prices in
the U.S.
As used herein, the "Prescribed Value" of the Common Stock of the Company or,
if the Company should no longer be the obligor on the Debentures, the common
stock of the corporation that is the successor obligor on the Debentures, shall
be 95% of the average of the closing sale price of such common stock for the
five business days ending on the third business day preceding the conversion
date.
As used herein, the "Repurchase Value" of a Debenture converted during the
60-day period following the occurrence of a Corporate Change or an Ownership
Change shall mean a value equal to 100% of the principal amount of the
Debentures so converted, together with the premium that such holders would have
been entitled to receive if the Debentures had been redeemed at the Company's
option on the date of such Corporate Change or Ownership Change and any accrued
and unpaid interest to the conversion date.
Redemption
Redemption at the Option of the Company. The Debentures will be redeemable
at the option of the Company, at any time, on not less than 30 and not more than
60 days' notice before the redemption date, in whole or from time to time in
part, on or after June 1, 1992, at the following redemption prices expressed in
percentages of principal amount:
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If redeemed during the 12-month period beginning June 1,
Year Redemption Price
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1992 ..................................... 105.425%
1993 ..................................... 104.650
1994 ..................................... 103.875
1995 ..................................... 103.100
1996 ..................................... 102.325
1997 ..................................... 101.550
1998 ..................................... 100.775
and thereafter at 100% of the principal amount thereof, in each case together
with accrued and unpaid interest to the date fixed for redemption.
Mandatory Redemption by the Company. The Company will redeem 5% of the
original outstanding principal amount of the Debentures issued (including such
Debentures as may be issued to cover the over-allotment option) on June 1, 2000
and on each June 1 thereafter until June 1, 2013 at a redemption price of 100%
of the principal amount thereof, plus accrued interest to the redemption date.
Such redemptions are calculated to retire 70% of the Debentures prior to
maturity. Any Debentures previously converted, acquired or redeemed by the
Company, otherwise than through mandatory redemption, may, at the option of the
Company, be credited at 100% of principal amount against the required amount of
mandatory redemption payments.
Selection and Notice. In the event of optional or mandatory redemption, as
described above, of less than all of the Debentures, the Trustee shall select
the Debentures to be redeemed either pro rata or by lot. Debentures in
denominations larger than $1.000 may be redeemed in part in integral multiples
of $1,000. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Debentures to be
redeemed at the holder's registered address. Unless the Company defaults in
making the redemption payment, on and after the redemption date interest ceases
to accrue on Debentures or portions thereof called for redemption.
Subordination
The Debentures will be equal in rank to the 10 3/4% Subordinated Debentures
currently outstanding and subordinated in right of payment to all Senior
Indebtedness. The term "Senior Indebtedness" is defined in the Indenture to
mean the principal of and interest on (a) all indebtedness of the Company,
whether outstanding on the date of the Indenture or thereafter created or
assumed, (i) for money borrowed by the Company (including lease financing
indebtedness), (ii) for money borrowed by others (including lease financing
indebtedness) and guaranteed, directly or indirectly, by the Company or (iii)
constituting purchase money indebtedness, or indebtedness secured by property at
the time of acquisition of such property by the Company, for the payment of
which the Company is directly or contingently liable, and (b) all deferrals,
renewals, extensions and refundings of, and amendments, modifications and
supplements to, any such indebtedness, unless by the terms of the instrument
creating or evidencing any indebtedness described in (a) or (b) above it is
expressly provided that it is not superior in right of payment to the
Debentures. Senior Indebtedness as defined shall not include the 10 3/4%
Subordinated Debentures. The Indenture contains no limitation on the incurrence
of additional Senior Indebtedness by the Company.
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The Indenture prohibits any payment on account of the principal of or
premium, if any, or interest on or the mandatory redemption of (other than with
certain Debentures then owned by the Company) or the optional redemption or
optional conversion into cash of the Debentures if any default in the payment of
principal of or premium, if any, or interest on or sinking or analogous fund for
Senior Indebtedness has occurred and is continuing. If the maturity of the
Debentures has been accelerated as a result of the occurrence of an Event of
Default (as defined below) under the Indenture, no payment on account of the
principal of or premium, if any, or interest on the Debentures may be made,
unless full payment of principal of, premium, if any, and interest on Senior
Indebtedness then due or declared to be due within 90 days of notice of such
Event of Default has been made except for payments at the expressed maturity of
the Debentures, current interest payments and any mandatory redemption payments
made on the Debentures, in each case to cure such Event of Default.
Upon any distribution of assets of the Company in connection with any
dissolution, winding up liquidation or reorganization of the Company, the
holders of all Senior Indebtedness will first be entitled to receive payment in
full of the principal thereof and premium, if any, and interest due thereon
before the holders of the Debentures are entitled to receive any payment upon
the principal of or premium, if any, or interest on the Debentures.
By reason of such subordination, in the event of insolvency, creditors of the
Company who are holders of Senior Indebtedness may recover more, ratably, than
the holders of the Debentures, and creditors of the Company who are not holders
of Senior Indebtedness or of the Debentures may recover less, ratably, than
holders of Senior Indebtedness and may recover more, ratably, than the holders
of the Debentures.
As of September 30, 1997, the aggregate amount of Senior Indebtedness
outstanding totaled approximately $49,318,000. This amount of debt consisted of
$49,318,000 of 12% Senior Notes, with no debt outstanding under the Frontier
revolving credit facility.
Choice of Law and Other Considerations
New York law has been selected as the law governing the Indenture and the
Debentures. It is not clear under Texas law whether a Texas court would give
effect to such choice of law provision or would instead apply certain aspects of
Texas law, including provisions of Texas usury laws. Although interest accrues
on the Debentures only at 7 3/4% per annum, it is possible that a court applying
Texas law could determine that the value of the conversion feature constitutes
additional interest and that such interest exceeds the limitations applicable
under Texas usury laws. If such laws were applicable to the Debentures, a
purchaser or a subsequent transferee of the Debentures might be subject to
substantial penalties or forfeitures.
The Company has agreed (to the extent it may lawfully do so) not to insist
upon, plead or claim or take the benefit or advantage of any usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal or premium, if any, or interest on the Debentures.
Successor Entity
The Company may not consolidate with or merge into or transfer or lease all
or substantially all of its assets to another entity unless immediately after
such transaction no Default or Event of Default shall have occurred and be
continuing and such entity assumes all the obligations of the Company under the
Debentures and the Indenture, except for the conversion obligation if an
affiliate of such entity obligates itself by supplemental indenture to deliver
securities, cash or other assets upon conversion of the Debentures.
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Defaults and Remedies
An "Event of Default" is defined as a default for 30 days in payment of
interest on the Debentures or a default in payment of the principal of or
premium, if any, on the Debentures when the same shall become due and payable at
maturity, upon conversion, redemption or otherwise: failure of the Company to
comply with any of its other agreements in the Debentures or the Indenture,
within 60 days after written notice is given of such failure; default by the
Company (unless contested in good faith by the Company) in the payment of any
indebtedness for borrowed money having an outstanding principal balance of
$5,000,000 or more whether such indebtedness now exists or shall hereafter be
created, and any period of grace with respect thereto shall have expired,
resulting in the acceleration of such indebtedness prior to the date on which it
would otherwise become due and payable and such acceleration is not rescinded
within 30 days after proper written notice; and certain events of bankruptcy,
insolvency or reorganization of the Company.
The Indenture provides that the Trustee, within 90 days after the occurrence
of a Default (as defined in the Indenture) which is continuing, will give notice
thereof to the holders of the Debentures: provided that, except in the case of
Default in the payment of principal of or interest on any of the Debentures, the
Trustee will be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interests of the
holders of the Debentures.
In case an Event of Default shall occur and be continuing, the Trustee or the
holders of at least 25% in aggregate principal amount of the Debentures then
outstanding, by notice in writing to the Company, may declare all unpaid
principal and accrued interest on all Debentures then outstanding to be due and
payable immediately. Any such acceleration may be rescinded by the holders of a
majority in aggregate principal amount of the Debentures then outstanding, upon
the conditions provided in the Indenture.
Defaults may be waived by the holders of a majority of the aggregate
principal amount of Debentures then outstanding, upon the conditions provided in
the Indenture, other than an uncured Default in payment of principal of,
premium, if any, or interest on the Debentures or an uncured Default with
respect to the conversion of Debentures.
The Indenture includes a covenant that the Company will file quarterly with
the Trustee a statement specifying any Defaults by the Company of which the
signers may have knowledge.
Amendment and Supplement of the Indenture
Subject to certain exceptions, the Indenture or the Debentures may be
amended or supplemented only with the consent of the holders of not less than a
majority in aggregate principal amount of the Debentures then outstanding
provided that no such modification may, without the consent of each holder of
the Debentures affected thereby, (i) reduce the amount of Debentures whose
holders must consent to an amendment, supplement or waiver, (ii) reduce the rate
or change the time for payment of interest on any Debenture, (iii) reduce the
principal of or premium on, if any, or change the fixed maturity of any
Debenture, (iv) alter the redemption
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provisions of any Debenture, (v) waive a default in the payment of the principal
of, premium, if any, or interest on any Debenture, (vi) make any Debenture
payable in currency other than that stated in the Debenture, (vii) modify the
subordination provisions in the Indenture in a manner that materially adversely
affects the rights of any Debentureholder, (viii) make any changes in the
provisions of the Indenture regarding waiver of past defaults or the right of
any holder of Debentures to institute suit for the payment of any Debenture, or
(ix) increase the conversion price with respect to the Debentures, except for
adjustments to the conversion price as provided for in the Indenture or
otherwise impair the conversion rights as provided in the Indenture. Without the
consent of any holder, the Company may amend or supplement the Indenture or the
Debentures in certain limited circumstances, including (i) to cure any
ambiguity, omission, defect or inconsistency, provided such action does not
materially adversely affect the interests of the Debentureholders, (ii) to
provide for the continuation of the Company's obligations under the Indenture
upon merger, consolidation or other reorganization of the Company, (iii) to
provide for uncertificated Debentures in addition to or in place of certificated
Debentures, (iv) to make any change that does not materially adversely affect
the rights of any Debentureholder or (v) to conform to the Trust Indenture Act
or other similar federal law.
The subordination provisions in the Indenture may not be amended in a manner
that materially adversely affects the rights of any holder of an issue of Senior
Indebtedness unless the holders of that issue consent to such amendment.
Discharge of the Indenture
The Company's obligations under the Indenture (except for certain obligations
including the remaining rights of conversion of the Debentures) will be
terminated upon payment of all the Debentures or upon deposit with the Trustee
of cash or U.S. Government Obligations (as defined in the Indenture) sufficient
to pay the principal of and interest on the Debentures.
The Trustee
Texas Commerce Trust Company of New York is the Trustee under the Indenture.
Its address is: 80 Broad Street, Suite 400, New York City, New York 10004,
Attention: Corporate Trust Department. The Company has also appointed Texas
Commerce Trust Company of New York as the initial Registrar, Paying Agent and
Conversion Agent under the Indenture.
The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in
other transactions; however, if it acquires any conflicting interest (as defined
in the Trust Indenture Act), it must eliminate such conflict or resign.
The holders of a majority in aggregate principal amount of the Debentures
then outstanding will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee,
provided that such direction does not conflict with any law or the Indenture,
would not be unduly prejudicial to the rights of other holders of the Debentures
and would not involve the Trustee in personal liability. The Indenture provides
that in case an Event of Default shall occur (and be continuing), the Trustee
will be required to use the degree of care and skill of a prudent man in the
conduct of his own affairs. The trustee will be under no obligation to exercise
any of its power under the Indenture at the request of any of the holders of the
Debentures unless such holders shall have offered to the Trustee indemnity
satisfactory to it.
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ITEM 2. EXHIBITS.
I. Since the Company's Common Stock is already listed on the New York Stock
Exchange, Inc., and the Debentures are being registered for listing also on the
New York Stock Exchange, Inc., the following exhibits are being filed or
incorporated by reference with each copy of this Form 8-A being filed with the
Commission and the New York Stock Exchange, Inc.:
1) Copy of the Indenture dated as of June 1, 1989 between Wainoco Oil
Corporation and Texas Commerce Trust Company of New York, Trustee,
incorporated by reference from Registration Statement (No. 33-28924)
filed May 25, 1989, and effective on July 6, 1989; and
2) Specimen of the 7 3/4% Convertible Subordinated Debentures, due 2014,
incorporated by reference from Registration Statement (No. 33-28924)
filed May 25, 1989, and effective on July 6, 1989.
II. No exhibits are being filed under Instruction II of Form 8-A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, Wainoco Oil Corporation has duly caused this Form 8-A to be signed on its
behalf by the undersigned, thereunto duly authorized.
WAINOCO OIL CORPORATION
By: /s/Julie H. Edwards
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Name: Julie H. Edwards
Title: Senior Vice President - Finance & Chief
Financial Officer
Dated: October 6, 1997
