CHRISTIANA COMPANIES INC
SC 13D/A, 1998-01-02
PUBLIC WAREHOUSING & STORAGE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*


                           Christiana Companies, Inc. 
                                (Name of Issuer)

                          Common Stock, $1.00 par value
                         (Title of Class of Securities)

                                    170819106
                                 (CUSIP Number)

        Joseph B. Tyson, c/o Foley & Lardner, 777 East Wisconsin Avenue,
                       Milwaukee, WI  53202/(414) 297-5631
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                December 12, 1997
             (Date of Event which Requires Filing of this Statement)


   If the filing person has previously filed a statement on Schedule 13G to
   report the acquisition which is the subject of this Schedule 13D, and is
   filing this schedule because of Rule 13d-1(b)(3) or (4), check the
   following box  [_].

   Check the following box if a fee is being paid with the statement  [_]. 
   (A fee is not required only if the reporting person:  (1) has a previous
   statement on file reporting beneficial ownership of more than five percent
   of the class of securities described in Item 1; and (2) has filed no
   amendment subsequent thereto reporting beneficial ownership of five
   percent or less of such class.)  (See Rule 13d-7.)

   Note:     Six copies of this statement, including all exhibits, should be
   filed with the Commission.  See Rule 13d-1(a) for other parties to whom
   copies are to be sent.

   *    The remainder of this cover page shall be filled out for a reporting
   person's initial filing on this form with respect to the subject class of
   securities, and for any subsequent amendment containing information which
   would alter disclosures provided in a prior cover page.

   The information required on the remainder of this cover page shall not be
   deemed to be "filed" for the purpose of Section 18 of the Securities
   Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
   that Section of the Act but shall be subject to all other provisions of
   the Act (however, see the Notes).


   <PAGE>
          CUSIP No. 170819106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Sheldon B. Lubar  -  ###-##-####

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]


     3   SEC USE ONLY


     4   SOURCE OF FUNDS*

              N/A

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              USA

                     7  SOLE VOTING POWER
      NUMBER OF
                             2,513,000
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY

                     9  SOLE DISPOSITIVE POWER
         EACH

                             2,513,000
      REPORTING

        PERSON
                    10  SHARED DISPOSITIVE POWER
         WITH
                             -0-

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              2,513,000


    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]




    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              48.9%

    14   TYPE OF REPORTING PERSON*

              IN



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

   <PAGE>

   Item 1.   Security and Issuer.

        Security:  Common Stock, $1.00 par value ("Stock").

        Issuer:   Christiana Companies, Inc.

        Principal Executive Office:   Suite 1200
                                      700 North Water Street
                                      Milwaukee, WI  53202


   Item 2.   Identity and Background of Reporting Person.

        (a)  Name:     Sheldon B. Lubar

        (b)  Business Address:   Suite 1200
                                 700 North Water Street
                                 Milwaukee, WI  53202

        (c)  Present principal occupation: Chairman and Chief Executive
                                           Officer of the Issuer

        (d)  During the last five years, the Reporting Person has not been
             convicted in a criminal proceeding.

        (e)  During the last five years, the Reporting Person has not been a
             party to any civil proceeding of a judicial or administrative
             body as a result of which proceeding he was or is subject to any
             judgment, decree or final order enjoining future violations of,
             or prohibiting or mandating activities subject to, Federal or
             state securities laws or finding any violation with respect to
             such laws.

        (f)  Citizenship:   U.S.A.

   Item 3.   Source and Amount of Funds or Other Consideration.

        No purchases (and hence no funds or other consideration) are
   reflected herein.

   Item 4.   Purpose of Transaction.

        On December 15, 1997, the Issuer entered into a definitive agreement
   with EVI, Inc. ("EVI") pursuant to which a wholly-owned subsidiary of EVI
   will merge with and into Issuer. Upon the closing of the merger and
   related transactions, each issued and outstanding share of common stock,
   $1.00 par value, of Issuer not owned directly or indirectly by Issuer will
   be converted into the right to receive (i) .72 of a share of common stock,
   $1.00 par value, of EVI plus (ii) cash.  Each Christiana shareholder will
   have the right to purchase his or her pro rata interest in a newly-formed
   corporation, C2, Inc., which, simultaneously with the closing of the
   merger, will acquire 667 membership units of Total Logistic Control, LLC. 
   For further information, reference is made to the Issuer's Press Release
   announcing the transaction, which is filed as Exhibit 1 hereto.

        The Reporting Person has provided the foregoing disclosure for
   informational purposes only and does not thereby admit that the proposed
   merger transaction is a "plan or proposal" of the Reporting Person.  The
   position of the Reporting Person is that such transaction represents the
   plan and proposal of the Issuer and has been pursued only with the
   approval of the Issuer's Board of Directors.

        The Reporting Person does not have any present plans or proposals
   which relate to or would result in any of the items described in
   subparagraphs (a) through (j) of Item 4, Schedule 13D, other than
   described above.

   Item 5.   Interest in Securities of the Issuer.

        (a)-(b)  The Reporting Person beneficially owns an aggregate of
   2,513,000 shares, representing 48.9% of the Issuer's issued and
   outstanding Stock.  The Reporting Person has sole voting and sole
   dispositive power over such shares.  On December 12, 1997, the Reporting
   Person as trustee of the Voting Trust (formed by the Voting Trust
   Agreement by and among Sheldon B. Lubar, Marianne S. Lubar, David J.
   Lubar, Kristine Lubar Thomson, Susan Lubar Solvang, and Joan P. Lubar,
   dated December 29, 1992 (the "Voting Trust") attached hereto as Exhibit 2,
   consented to David J. Lubar's withdrawing 100,000 shares of Stock from the
   Voting Trust.   As a result of such withdrawal, the Reporting Person is
   the beneficial owner of 2,513,000 shares of Stock, representing 48.9% of
   the Stock.

        Voting trust certificates representing Stock deposited in the Voting
   Trust (one Voting Trust Certificate equals one share of Stock) were held
   as follows at December 13, 1997:

                  Holder         No. of Voting Trust Certificates

             Reporting Person                    433,705
             Marianne S. Lubar                   433,705
             David J. Lubar                      222,403
             Kristine Lubar Thomson              430,478
             Susan Lubar Solvang                 442,953
             Joan P. Lubar                       448,551
             Trusts f/b/o some or all 
             of Reporting Person's
             grandchildren                       101,205
                                               ---------
             Total                             2,513,000

        (c)  The Reporting Person has not effected a transaction in the Stock
   in the past 60 days, other than as described in paragraph (a)-(b) above.

        (d)  The Voting Trust Certificate Holders named in paragraph (a)-(b)
   above have the right to receive distributions of cash, stock and other
   property upon or by reason of the Stock pursuant to the terms of the
   Voting Trust.

        (e)  Not applicable.

   Item 6.   Contracts, Etc.

        Except for the Voting Trust, Reporting Person has no contracts,
   arrangements, understandings or relationships described or referred to in
   Item 6 of Schedule 13D.

   Item 7.   Exhibits.

        1.   Issuer's Press Release dated December 15, 1997.
        2.   Voting Trust Agreement dated December 29, 1992.
        3.   Amendment to Voting Trust Agreement dated December 12, 1997.


                                    SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief,
   I certify that the information set forth in this statement is true,
   complete and correct.

        Dated:  January 2, 1998.



                            /s/ Sheldon B. Lubar                             
                            Sheldon B. Lubar


                                                                    Exhibit 1


   CHRISTIANA COMPANIES, INC.                                                
                                            777 E. WISCONSIN AVE., SUITE 3380
                                            MILWAUKEE, WISCONSIN 53202       
                                            TELEPHONE  414/291-9000          
                                            FACSIMILE  414/291-9061          

                                  NEWS RELEASE


   For immediate release                         Contact:  William T. Donovan
   December 15, 1997                                                President
                                                               (414) 291-9000


              CHRISTIANA ANNOUNCES MERGER AGREEMENT WITH EVI, INC.


        Milwaukee, Wisconsin - Christiana Companies, Inc. (NYSE:CST) today
   announced that it has entered into a definitive merger agreement with EVI,
   Inc. (NYSE:EVI).  The terms of the merger provide that each CST share will
   be converted into approximately .72 shares of EVI common stock, cash in
   the approximate amount of $5.00, depending on the balance of certain
   assets and liabilities at the time of closing, and a contingent cash
   payment of approximately $1.85 after five years subject to any indemnity
   claims by EVI during this period.

        On a fully diluted basis CST's issued and outstanding shares of
   common stock  total 5,403,713.  In the merger 3,897,462 shares of EVI
   common stock will be issued, which shares equal the number of shares of
   EVI common stock currently held by Christiana.  Accordingly, the merger
   will not result in a change in the total outstanding shares of EVI.

        As an integral part of this merger, a newly formed corporation, C2,
   Inc., will acquire from Christiana two-thirds of Total Logistic Control,
   LLC ("TLC"), CST's principal operating subsidiary.  EVI, through its
   ownership of CST, will own the remaining one-third interest in TLC. 
   Existing CST shareholders will have the opportunity to elect to purchase
   shares in C2, Inc.  Certain members of TLC's operating management team are
   also expected to purchase C2, Inc. shares.

        Lubar & Co. and its affiliates have committed as part of this
   transaction to fully subscribe for their pro rata election to purchase C2,
   Inc. shares and have agreed to provide standby commitments to fully
   subscribe for C2, Inc.'s minimum funding of $10.7 million required to
   complete the two-thirds TLC purchase transaction.  C2, Inc. will seek to
   raise up to $18 million of total equity capital to acquire its interest in
   TLC and to pursue other strategic opportunities.

        In announcing the merger, Christiana President William T. Donovan
   commented, "The combination with EVI is an important transaction that will
   materially enhance shareholder value now and over time.  Christiana
   shareholders will receive substantially greater liquidity and a dynamic
   security in EVI shares in a tax free merger plus cash and the opportunity
   to participate further through ownership in C2, Inc. in the continuing
   company building program that Christiana has represented".  The offering
   of C2, Inc. common stock will be made only by means of a prospectus.

        The announced transactions have been approved by the respective
   Boards of Directors of CST and EVI and are subject to approval by the
   stockholders of both CST and EVI and customary regulatory approvals.  It
   is expected that the transaction will be consummated in early 1998.

        Christiana's principal operating business is Total Logistic Control,
   which provides refrigerated and non-refrigerated third party services
   including warehousing, transportation, distribution and international
   freight forwarding.   Operations are conducted through a network of 14
   distribution oriented public warehouses, comprised of 33 million cubic
   feet of refrigerated and frozen storage capacity in eight locations and
   six dry distribution centers in key markets serving primarily the upper
   Midwest.  EVI is an international manufacturer of engineered oilfield
   products.  The company manufactures drilling tools, premium tubulars,
   marine connectors and production equipment.


                                       ###


                                                                    Exhibit 2

                      Section  14.68 VOTING TRUST AGREEMENT


             Voting Trust Agreement made and entered into this 29th day of
   December, 1992, by and between Sheldon B. Lubar, Marianne Lubar, David J.
   Lubar, Kristine L. Thompson, Susan L. Solvang and Joan P. Lubar, as
   depositors ("Depositors") and Sheldon B. Lubar, as trustee ("Trustee"),

                                   WITNESSETH:

             WHEREAS, the Depositors are owners and holders of common stock
   of Christiana Companies, Inc., a Wisconsin corporation, having its
   principal office at Milwaukee, Wisconsin ("Corporation"); and

             WHEREAS, the Depositors deem it advisable and for the best
   interests of themselves and the Corporation to insure continuity and
   stability of management of the Corporation and to protect their collective
   interests in the Corporation;

             NOW, THEREFORE, in consideration of the mutual covenants of the
   parties herein made and the mutual benefits to be derived from this
   agreement, the parties hereby agree as follows:

   1.   Deposit of Stock.

        1.01.     Each Depositor hereby agrees to deposit with the Trustee
   simultaneously with the execution of this agreement certificates
   representing the number of shares of common stock of Corporation as set
   forth after their names below:

        Shareholder                Number of Shares

   Sheldon B. Lubar                     450,000
   Marianne Lubar                       450,000
   David J. Lubar                       450,000
   Kristine L. Thompson                 450,000
   Susan L. Solvang                     450,000
   Joan P. Lubar                        450,000
                                      ---------
            Total Shares:             2,700,000
                                      =========

   The Trustee hereby covenants and agrees that he will receive and will hold
   said stock, and such additional common stock or other securities of the
   Corporation as may be hereinafter transferred, assigned and set over unto
   them as hereinafter provided, in trust to be held, used, transferred and
   disposed of by them for the uses and purposes and upon the terms and
   conditions set forth herein.

        1.02.     At the time of deposit by the Depositors of the stock
   certificates with the Trustee, the Depositors shall sell, assign and
   transfer to the Trustee, his successors and assigns, by proper
   endorsement, the full legal title to all such stock and the Trustee and
   his successor shall thereby have and be vested with all of the rights and
   powers of the owner and holder of such stock, with full rights and powers
   of whatever nature necessary to enable the Trustee to exercise the powers
   vested in him under this agreement.  The Trustee shall issue to the
   Depositors trust certificates ("Trust Certificates") for the stock
   transferred by them to the Trustee in substantially the form hereto
   annexed marked "Exhibit A."  Such Trust Certificates shall be signed by
   the Trustee.

        1.03.     The Trust Certificates issued hereunder shall be
   transferable only on the books of the Trustee under such regulations as
   the Trustee may make in writing, and the Trustee may at all times and for
   all purposes treat the registered owner ("Beneficiary") of each
   outstanding Trust Certificate as the sole owner thereof.

        1.04.     In case any Trust Certificate issued under this agreement
   shall become mutilated, destroyed, stolen or lost, the Trustee shall issue
   duplicate, which shall be so marked, and the Trustee may, as a condition
   precedent to the issuance of such duplicate, require the applicant to
   furnish to them satisfactory evidence of such mutilation, destruction,
   theft or loss, together with such indemnity as they shall require.

        1.05.     If any individual shall at any time after the date hereof
   acquire additional common stock of the Corporation, not subject to the
   provisions of Article 2 hereof, such individual may at his option, with
   the consent the Trustee (which may be given or withheld in the absolute
   discretion of the Trustee), elect to subject such common stock to the
   provisions of this agreement.  Such individual shall then be considered a
   "Depositor."

        1.06.     This Trust shall be known as the "Lubar Family Voting
   Trust."

   2.   Proceeds Received.

        2.01.     If the Trustee receives any dividend or other distribution
   of cash or property, other than common or other voting securities,
   including any stock which may become voting stock, upon the happening of
   any specified contingency, upon or by reason of the stock held by the
   Trustee hereunder or proceeds on the sale of any stock, the Trustee shall
   immediately make pro rata distribution of such dividend, distribution or
   proceeds to the Beneficiaries as their respective interests appeared as of
   the record date of such dividend or other distribution.  In case of
   dividends or distribution of common stock or other voting securities, such
   stock or securities shall be added to the stock held by the Trustee
   hereunder and Trust Certificates evidencing such stock shall be
   distributed to the Beneficiaries in proportion to their respective
   interests on the record date for such dividend or distribution of the
   stock deposited hereunder.  Prior to making any distribution of cash,
   stock or other property to the Beneficiaries, the Trustee may retain
   therefrom a sufficient part, either in cash, stock or property, to meet
   the expenses and obligations of the trust.

        2.02.     In lieu of receiving cash dividends upon the stock
   deposited hereunder and paying the same to the Beneficiaries as described
   in Section 2.01, the Trustee may instruct the corporation in writing to
   pay such dividends directly to the Beneficiaries.  From and after the
   corporation's receipt of such instructions and until the Trustee revokes
   such instructions by delivering written notice to the corporation, the
   corporation may rely upon such instructions.  The Trustee may at any time
   revoke such instructions and by written notice to the corporation, direct
   it to make dividend payments to the Trustee.

        2.03.     If, in case of reorganization, merger, consolidation or
   other change in the Corporation, the Trustee shall receive stock in any
   reorganized, merged, consolidated, new or different corporation in
   exchange for the stock deposited or held hereunder, the Trustee shall hold
   any voting stock or securities if they constitute ten percent (10%) or
   more of the voting power of such new or different corporation, subject to
   the same rights and obligations as the stock deposited hereunder.  Any
   non-voting securities or the voting securities, if they constitute less
   than ten percent (10%) of the outstanding voting power, the Trustee shall
   distribute such stock to the Beneficiaries as their respective interests
   appear.

   3.   Powers and Obligations of the Trusts.

        3.01.     The Trustee, in respect to the stock deposited or held by
   him hereunder, is hereby vested as owner of such stock (without limitation
   except as herein otherwise expressly provided) with all of the rights,
   powers and privileges of every kind and character of an owner thereof,
   including, without limiting the generality of the foregoing, the right to
   vote the same, either in person or by proxy, for every purpose, and to
   sell the same.  Notwithstanding the foregoing, after five years from the
   date hereof, the Trustee may not sell the stock without the approval of
   the beneficial owner.

        3.02.     Any Trustee, individually or otherwise, may hold common
   stock of the Corporation or Trust Certificates issued hereunder and,
   individually or as a Trustee, may vote for himself as a director and/or
   officer of the Corporation and participate in fixing the amount of
   compensation therefor or as an employee of the Corporation, and any
   Trustee, or any firm of which he is a member, or a Corporation in which he
   is a shareholder or officer or in which he may otherwise be interested,
   may contract with the corporation or the Trustee or be or become
   pecuniarily interested in any matter or transaction to which the
   Corporation or the Trustee may be a party, as fully as though such person
   were not a trustee hereunder.

   4.   Trustee.

        4.01.     The initial Trustee shall be Sheldon B. Lubar.

        4.02.     In the event that Sheldon B. Lubar shall, for any reason,
   cease or be unable to act as Trustee hereunder, David J. Lubar shall act
   as successor-Trustee in the place and stead of said Sheldon B. Lubar.  In
   the event that neither Sheldon B. Lubar or David J. Lubar, for any reason,
   shall decline, cease or be unable to act, the trust shall terminate and
   the assets shall be distributed to the Beneficiaries in accordance with
   their interests.

        4.03.     Any Trustee may resign by mailing a written notice of his
   resignation to all of the Beneficiaries.

   5.   Amendment and Termination.

        5.01.     This agreement may be amended consistent with the general
   plan of the trust by consent of the Trustee and holders of two-thirds
   beneficial interest in the trust, except that no change of the terms of
   the trust, as provided in 5.02, may be made without approval of all
   Beneficiaries.

        5.02.     This agreement may be terminated at any time by the Trustee
   at his discretion and upon notice to the Beneficiaries.  If not so
   terminated, this agreement shall continue in full force and effect for a
   period of twenty (20) years form the date hereof, except that

             (i)  upon vote of five (5) of the six (6) original depositors or
        eighty-two percent (82%) of the holders of beneficial interest, the
        trust may be terminated at any time;

             (ii) upon the vote of four (4) of the six (6) original
        depositors or two-thirds (2/3) of the holders of beneficial interest,
        the trust may be terminated after five (5) years from the date hereof
        upon twelve (12) months' notice to the Trustee;

             (iii)     after ten (10) years form the date hereof, any
        individual Beneficiary may, upon six (6) months' notice, terminate
        his or her interest.

        5.03.     Whenever this agreement shall be terminated, as herein
   provided, the rights of all parties hereunder shall terminate except the
   right of the holders of Trust Certificates to their distributive shares of
   the proceeds of the trust as hereinafter in paragraph 5.04 provided.

        5.04.     At any time upon agreement of the Trustee and a
   Beneficiary, some or all of the stock representing such Beneficiary's
   interest, may be withdrawn from the Trust.

        5.05.     In case of termination of this agreement in its entirety or
   as to a Beneficiary, each Beneficiary, upon payment of his or her pro rata
   share of the costs, expenses, disbursements and outlays of the Trustee, to
   be determined by and in the absolute discretion of the Trustee, shall,
   upon surrender to the Trustee of his or her Trust Certificate or
   Certificates, properly endorsed in blank, or upon such other receipt or
   voucher as the Trustee shall deem sufficient, be entitled to his or her
   pro rata portion, as determined by the Trustee, of all property,
   securities and cash held by or for the Trustee hereunder.  Beneficiaries,
   by the receipt of their respective pro rata portions or part of any
   property, securities or cash distributed by the Trustee, shall thereby
   release and discharge the Trustee, his agents and attorneys, from all
   liability and accountability under this agreement of every kind, character
   and description whatsoever.  The Trustee may make delivery or distribution
   of such stock, assets or other property to the person or persons whose
   names appear upon the books of the Trustee as the owners of Trust
   Certificates, and in making such delivery they shall be fully protected
   notwithstanding they do not require surrender or production of such Trust
   Certificates.

   6.   Notices.

        6.01.     Any and all notices herein provided for shall be in writing
   and may be personally delivered or shall be given by mailing such notice
   by first-class mail to the address of the person or Corporation to whom
   such notice is given as shown upon the records of the Trustee.

        6.02.     Any notice may be waived by written document to that
   effect.  Notice of any meeting will be deemed waived by all attending the
   meeting.

   7.   Miscellaneous.

        7.01.     The Trustee may construe this agreement and his
   construction made in good faith shall be conclusive and binding upon the
   parties hereto, and the Trustee may correct defects and omissions in this
   agreement and make such modifications as in his judgment may be deemed
   necessary or proper to carry out the same properly and effectively, and
   their judgment as to expediency or necessity shall be final.  The Trustee
   may make such regulations as in his judgment may be deemed necessary or
   proper to carry out the same properly and effectively.

        7.02.     No Trustee shall be liable or responsible in any event
   hereunder except for his own individual personal malfeasance, nor shall
   any trustee, whether original or successor or substitute, at any time be
   required to give or file any bond in order to qualify or continue as a
   trustee hereunder, unless the giving of such bond be directed by the
   Trustee, in which event the cost of such bond shall be considered and
   treated as an expense of the trust.

        7.03.     If any provision of this agreement shall under any
   circumstances be deemed invalid or inoperative to any extent, it is agreed
   and understood that such invalidity shall not invalidate the whole
   agreement, but the agreement shall be construed as not containing any
   provision or provisions so deemed invalid and inoperative, and the rights
   and obligations of the parties shall be construed and enforced
   accordingly.

        7.04.     This agreement shall be executed in counterparts by the
   Depositors and the original Trustee as originally constituted.  At least
   one of such counterparts and a copy of all amendments to this agreement
   shall be retained by the Trustee at all times.

        IN WITNESS WHEREOF, the parties have hereunto affixed their
   signatures and seals as of the day and year first above written.

        DEPOSITORS                         TRUSTEE

   /s/  David J. Lubar                /s/  Sheldon B. Lubar                  
   /s/  Marianne S. Lubar        
   /s/  Joan P. Lubar            
   /s/  Kristine L. Thomson      
   /s/  Susan L. Solvang         
   /s/  Sheldon B. Lubar         

   <PAGE>

                                    EXHIBIT A

   No. __________                                           __________ Shares
                                TRUST CERTIFICATE

             ____________________ (or his predecessor in interest) has
   deposited with the undersigned Trustee ____________ (__________) shares of
   common stock of Christiana Companies, Inc.

             Such stock was deposited and this certificate is issued under
   and pursuant to the terms of a certain Trust Agreement relating to such
   common stock, dated as of _______________, 19___, and now on file with the
   undersigned Trustee, and the successive holders of this certificate are
   entitled to the rights, benefits and privileges and this certificate is
   subject to the terms, provisions, and conditions of the above-mentioned
   trust agreement.

             This certificate is transferable only on the books of the
   Trustee.  The Trustee, named in such Trust Agreement, at all times and for
   all purposes and irrespective of notice to the contrary may regard the
   registered holders, as the name of such registered holder appears on the
   books of the Trustee, as the sole owner of all rights hereunder.

        This Trust Certificate has not been registered under the Securities
   Act of 1933, as amended, and may not be sold or otherwise transferred
   without registration under such act or an exemption from registration. 
   Dated at _____________, _____________ this ____ day of _____________,
   19___.



                                                                             
                                      (Trustee)

                                                                             
                                                                             
                                      (Address)


   <PAGE>
                              (Back of Certificate)

             FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
   transfers unto ______________________ all his interest in the common stock
   of _________________________________ evidenced by the within Trust
   Certificate and all other rights represented thereby, subject to the Trust
   Agreement dated as of _______________, 19___, in said certificate
   mentioned, and hereby authorizes the Trustee to transfer said certificate
   on their books and to issue in lieu thereof to said assignee a new
   certificate or certificates in accordance with this assignment and with
   said agreement.

             Dated ____________________, 19__.


                                                                       (Seal)

   In presence of:

                            



                                                                    Exhibit 3

                       AMENDMENT TO VOTING TRUST AGREEMENT


             Pursuant to Section 5 of the Voting Trust Agreement
   ("Agreement") dated December 29, 1992 by and between Sheldon B. Lubar,
   Marianne Lubar, David J. Lubar, Kristine L. Thomson, Susan L. Solvang and
   Joan P. Lubar, as depositors ("Depositors") and Sheldon B. Lubar, as
   trustee ("Trustee"), the undersigned Depositors and Trustee hereby amend
   the last sentence of Section 3.01 of the Agreement to read in its entirety
   as follows:

             "Notwithstanding the foregoing, after six years from
             the date hereof, the Trustee may not sell the stock
             without the approval of the beneficial owner."

             Dated December 12, 1997.


   DEPOSITORS:                             TRUSTEE:


   /s/  David J. Lubar                     /s/  Sheldon B. Lubar             
   David J. Lubar                          Sheldon B. Lubar

   /s/  Marianne Lubar           
   Marianne Lubar

   /s/  Joan P. Lubar                 
   Joan P. Lubar

   /s/  Kristine L. Thomson           
   Kristine L. Thomson

   /s/  Susan L. Solvang              
   Susan L. Solvang

   /s/  Sheldon B. Lubar              
   Sheldon B. Lubar



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