<PAGE>
As filed with the Securities and Exchange Commission on January 28, 1999.
REGISTRATION NO. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMCO RECYCLING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2008280
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5215 NORTH O'CONNOR BLVD., SUITE 940
CENTRAL TOWER AT WILLIAMS SQUARE
IRVING, TEXAS 75039
(214) 869-6575
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
IMCO RECYCLING INC. 1992 STOCK OPTION PLAN
(AS AMENDED DECEMBER 15, 1994; FEBRUARY 28, 1996;
FEBRUARY 25, 1997; MAY 13, 1997 AND MAY 13, 1998)
(Full Title of Plan)
PAUL V. DUFOUR
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
IMCO RECYCLING INC.
5215 NORTH O'CONNOR BLVD., SUITE 940
CENTRAL TOWER AT WILLIAMS SQUARE
IRVING, TEXAS 75039
(214) 869-6575
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
HAYNES AND BOONE, L.L.P.
1000 LOUISIANA, SUITE 4300
HOUSTON, TEXAS 77002
ATTN: MARC H. FOLLADORI
(713) 547-2000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Maximum Amount of
Title of Aggregate Offering Registration Fee
Securities to be Registered Price(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value $0.10 per share 400,000 shares $13,344 $5,337,600 $1,483.85
===============================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Plan.
(2) The 400,000 shares registered hereby represent additional shares issuable
pursuant to the Company's 1992 Stock Option Plan. With respect to the shares
registered hereby, the offering price per share, the aggregate offering
price and the registration fee have been calculated in accordance with
paragraphs (c) and (h)(1) of Rule 457 on the basis of the average high and
low sale prices for the Company's Common Stock on January 27, 1998, as
reported on the New York Stock Exchange composite tape ($13.344 per share).
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
IMCO Recycling Inc. (the "Company") hereby incorporates by reference the
Company's Registration Statement on Form S-8 (Registration No. 33-76780) filed
with the Securities and Exchange Commission (the "Commission") on March 23, 1994
(the "1994 Form S-8"). The Company also incorporates by reference the Company's
Registration Statement on Form S-8 (Registration No. 333-00075) filed with the
Securities and Exchange Commission (the "Commission") on January 5, 1996 (the
"1996 Form S-8"). The Company also incorporates by reference the description
of the Company's common stock, par value $0.10 per share (the "Common Stock"),
set forth under the caption "Description of Capital Stock--Common Stock" in the
Company's registration statement on Form S-2, dated June 11, 1992 (Registration
No. 33-48571).
IMCO RECYCLING INC. 1992 STOCK OPTION PLAN
(As Amended December 15, 1994; February 28, 1996; February 25, 1997;
May 13, 1997 and May 13, 1998)
By means of the 1994 Form S-8, the Company registered 600,000 shares of
Common Stock pursuant to its 1992 Stock Option Plan (the "1992 Plan"). By means
of the 1996 Form S-8, the Company registered 550,000 shares of Common Stock
pursuant to its 1992 Plan. This Registration Statement registers an additional
400,000 shares of Common Stock issuable pursuant to the 1992 Plan, as authorized
by the Company's stockholders at the Company's Annual Meeting of Stockholders
held on May 13, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irving, State of Texas, on December 18, 1998.
IMCO RECYCLING INC.
By: /S/ PAUL V. DUFOUR
----------------------------------------
Paul V. Dufour
Executive Vice President - Finance and
Administration Chief Financial
Officer and Secretary
(Principal Financial Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Don V. Ingram and Paul V. Dufour
and each of them (with full power to act alone), as attorney and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 18, 1998.
SIGNATURE TITLE
--------- -----
/S/ DON V. INGRAM
- ------------------------- Director, Chairman of the Board of Directors
Don V. Ingram and Chief Executive Officer
/S/ RICHARD L. KERR
- ------------------------- President and Chief Operating Officer
Richard L. Kerr
/S/ PAUL V. DUFOUR
- ------------------------- Executive Vice President - Finance and
Paul V. Dufour Administration Chief Financial Officer and
Secretary (Principal Financial Officer)
/S/ ROBERT R. HOLIAN
- ------------------------- Vice President and Controller (Principal
Robert R. Holian Accounting Officer)
/S/ JACK M. BRUNDRETT
- ------------------------- Director
Jack M. Brundrett
/S/ JOHN J. FLEMING
- ------------------------- Director
John J. Fleming
/S/ STEVE BARTLETT
- ------------------------- Director
Steve Bartlett
/S/ RALPH L. CHEEK
- ------------------------- Director
Ralph L. Cheek
/S/ DON NAVARRO
- ------------------------- Director
Don Navarro
/S/ JACK C. PAGE
- ------------------------- Director
Jack C. Page
/S/ THOMAS A. JAMES
- ------------------------- Director
Thomas A. James
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Specimen certificate for shares of the Company's common stock,
par value $0.10 per share. Exhibit 4.1 to the Company's
Registration Statement on Form S-2 (No. 33-48571) is
incorporated herein by reference.
4.2 The Company's 1992 Stock Option Plan (As Amended December 15,
1994; February 28, 1996; February 25, 1997; May 13, 1997 and May
13, 1998).
5.1 Opinion of Haynes and Boone, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1
opinion).
24.1 Power of Attorney (included on the signature page hereto).
<PAGE>
EXHIBIT 4.2
IMCO RECYCLING INC.
1992 STOCK OPTION PLAN
(As amended December 15, 1994, February 28, 1996, February 25, 1997, May 13,
1997, and May 13, 1998)
PURPOSE
The purpose of the Plan is to attract and retain key employees,
consultants, officers and directors of the Company and to provide such persons
with a proprietary interest in the Company through the granting of Incentive
Stock Options and Nonqualified Stock Options which will:
(a) increase the interest of such employees, consultants, officers and
directors in the Company's welfare;
(b) furnish an incentive to such employees, consultants, officers and
directors to continue their services for the Company; and
(c) provide a means through which the Company may attract able persons
to enter its employ or to serve as consultants, officers and directors.
ARTICLE I
DEFINITIONS
For the purpose of this Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
1.1 "Board" means the board of directors of the Company.
1.2 "Change in Control" means the occurrence of any of the following
events: (i) there shall be consummated any merger or consolidation pursuant to
which shares of the Company's Common Stock would be converted into cash,
securities or other property, or any sale, lease, exchange or other disposition
(excluding disposition by way of mortgage, pledge or hypothecation), in one
transaction or a series of related transactions, of all or substantially all of
the assets of the Company (a "Business Combination"), in each case unless,
following such Business Combination, all or substantially all of the holders of
the outstanding Common Stock immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50.1% of the outstanding
common stock or equivalent equity interests of the corporation or entity
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the outstanding Common Stock,
(ii) the stockholders of the Company approve any plan or proposal for the
complete liquidation or dissolution of the Company, (iii) any "person" (as such
term is defined in Section 3(a)(9) or Section 13(d)(3) under the 1934 Act) or
any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act),
other than the Company or any successor of the Company or any Subsidiary of the
Company or any
<PAGE>
employee benefit plan of the Company or any Subsidiary (including such plan's
trustee), becomes a beneficial owner for purposes of Rule 13d-3 promulgated
under the 1934 Act, directly or indirectly, of securities of the Company
representing 50.1% or more of the Company's then outstanding securities having
the right to vote in the election of directors, or (iv) during any period of two
consecutive years, individuals who, at the beginning of such period constituted
the entire Board, cease for any reason (other than death) to constitute a
majority of the directors, unless the election, or the nomination for election,
by the Company's stockholders, of each new director was approved by a vote of at
least a majority of the directors then still in office who were directors at the
beginning of the period.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Common Stock" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.
1.5 "Company" means IMCO Recycling Inc., a Delaware corporation.
1.6 "Date of Grant" means the effective date on which an option is awarded
to a Participant as set forth in the stock option agreement.
1.7 "Eligible Participant" shall have the meaning set forth in Section 6.1
hereof.
1.8 "Fair Market Value" of the Company's shares of Common Stock means (i)
the closing sale price per share on the principal securities exchange on which
the Common Stock is traded (or if there is no sale on the relevant date, then on
the last previous day on which a sale was reported), or (ii) the mean between
the closing or average (as the case may be) bid and asked prices per share of
Common Stock on the over-the-counter market, whichever is applicable.
1.9 "Incentive Stock Option" means an option to purchase shares of Common
Stock granted to an Eligible Participant pursuant to Article V and which is
intended to qualify as an incentive stock option under Section 422 of the Code.
1.10 "1934 Act" means the Securities Exchange Act of 1934, as amended.
1.11 "Nonqualified Stock Option" means an option to purchase shares of
Common Stock granted to a Participant pursuant to Article IV or Article V and
which is not intended to qualify as an incentive stock option under Section 422
of the Code.
1.12 "Participant" means any employee of the Company or any Subsidiary of
the Company or any non-employee director, officer or consultant of the Company
who is, or who is proposed to be, a recipient of a Stock Option.
1.13 "Plan" means the IMCO Recycling Inc. 1992 Stock Option Plan, as it may
be amended from time to time.
<PAGE>
1.14 "Reload Stock Option" means a Nonqualified Stock Option or an
Incentive Stock Option granted pursuant to Section 7.2 hereof.
1.15 "Restricted Stock" shall have the meaning set forth in Section 7.3
hereof.
1.16 "Restriction Period" shall have the meaning set forth in Section 7.3
hereof.
1.17 "Spread" shall have the meaning set forth in Article XIII hereof.
1.18 "Stock Dividend" means a dividend or other distribution declared on
the shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary of the Company, or (ii) rights, options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or (iii)
securities convertible into or exchangeable for capital stock of the Company or
any Subsidiary of the Company, or (iv) any capital stock received upon the
exercise, or with respect to, the foregoing.
1.19 "Stock Options" shall mean any and all Incentive Stock Options,
Nonqualified Stock Options and Reload Stock Options granted pursuant to the
Plan.
1.20 "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of the Stock
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain, and
"Subsidiaries" means more than one of any such corporations.
ARTICLE II
ADMINISTRATION
Subject to the terms of this Article II, the Plan shall be administered by
the Compensation Committee (the "Committee") of the Board, which shall consist
of at least two members. Any member of the Committee may be removed at any
time, with or without cause, by resolution of the Board. Any vacancy occurring
in the membership of the Committee may be filled by appointment by the Board.
Each member of the Committee, at the time of his appointment to the Committee
and while he is a member thereof, must be an "outside director" as that term is
defined under Section 162(m) of the Code.
The Board shall select one of its members to act as the Chairman of the
Committee, and the Committee shall make such rules and regulations for its
operation as it deems appropriate. A majority of the Committee shall constitute
a quorum, and the act of a majority of the members of the Committee present at a
meeting at which a quorum is present shall be the act of the Committee. Subject
to the terms hereof, the Committee shall designate from time to time the key
employees, directors, consultants, or officers of the Company to whom Stock
Options will be granted, interpret the Plan, prescribe, amend, and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other action
<PAGE>
as it deems necessary or advisable. In this regard, the Committee may consider
and give appropriate weight to input from representatives of management of the
Company regarding the contributions or potential contributions to the Company or
a Subsidiary of certain of the employees, officers or consultants, or potential
employees, officers or consultants, of the Company or any Subsidiary.
The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Stock Options issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary. The Committee may, in its
absolute discretion (except with respect to Stock Options granted to the
Company's non-employee directors pursuant to Article IV hereof) (i) accelerate
the date on which any Stock Option granted under the Plan becomes exercisable,
(ii) extend the date on which any Stock Option granted under the Plan ceases to
be exercisable or (iii) remove, suspend or alter the restrictions imposed under
Section 7.3 of the Plan. Except as provided below, any interpretation,
determination, or other action made or taken by the Committee shall be final,
binding, and conclusive on all interested parties, including the Company and all
Participants.
ARTICLE III
SHARES SUBJECT TO PLAN
Subject to the provisions of Articles XII and XIII of the Plan, the
aggregate number of shares which may be issued to Participants under grants of
Stock Options made by the Committee under the Plan shall be:
a. 1,550,000 shares of Common Stock; plus
b. the number of shares that are delivered or tendered, or withheld from
any exercise, by a Participant as full or partial payment made to the
Company in connection with the exercise price of any Stock Option or in
connection with satisfying the Participant's tax withholding obligations
pursuant to Section 15.7 of the Plan, to the extent that a Reload Stock
Option is granted to purchase such number of shares so delivered to or
withheld by the Company.
The aggregate number of shares of Common Stock that may be represented by
grants of Stock Options made to any Participant under the Plan during any fiscal
year during which the Plan is in effect, may not exceed 100,000 shares. Shares
to be distributed and sold may be made available from either authorized but
unissued Common Stock or Common Stock held by the Company in its treasury.
Shares that by reason of the expiration or unexercised termination of a Stock
Option are no longer subject to purchase may be reoffered under the Plan.
ARTICLE IV
NON-EMPLOYEE DIRECTORS' STOCK OPTIONS
The provisions of this Article IV shall apply only to Nonqualified Stock
Options granted under the Plan to non-employee directors of the Company.
<PAGE>
4.1 ELIGIBILITY. Only non-employee directors of the Company shall be
eligible to receive grants of Nonqualified Stock Options under this Article IV.
4.2 GRANT OF STOCK OPTIONS. On December 15 of each year during the term
of this Plan (or if such date is not a business day, then on the next succeeding
business day thereafter), the Company shall grant to each non-employee director
of the Company a Nonqualified Stock Option to purchase that number of shares of
Common Stock determined by dividing the annual director's fee paid or accrued to
be paid to that director with respect to the 12-month period immediately
preceding such Date of Grant, by the Fair Market Value per share of the Common
Stock on the Date of Grant. Each grant of Nonqualified Stock Options under this
Article IV shall be evidenced by a stock option agreement setting forth the
total number of shares subject to the Nonqualified Stock Option, the option
exercise price, the term of the Nonqualified Stock Option and such other terms
and provisions as are consistent with the Plan.
4.3 EXERCISE PRICE. The exercise price for a Nonqualified Stock Option
granted under this Article IV shall be equal to the Fair Market Value per share
of Common Stock on the Date of Grant. Notwithstanding anything to the contrary
contained in this Section 4.3, the exercise price of each Nonqualified Stock
Option granted pursuant to this Article IV shall not be less than the par value
per share of the Common Stock.
4.4 OPTION PERIOD. All Nonqualified Stock Options granted under this
Article IV shall automatically vest and be exercisable in full after the
expiration of six months from the Date of Grant. The period during which a
Nonqualified Stock Option granted under this Article IV may be exercised shall
expire ten years from the Date of Grant, unless sooner terminated pursuant to
Article VIII. No Nonqualified Stock Option granted under this Article IV may be
exercised at any time after its term.
ARTICLE V
STOCK OPTIONS FOR EMPLOYEES, CONSULTANTS AND OFFICERS
The provisions of this Article V shall apply only to Stock Options granted
under the Plan to key employees, consultants and officers of the Company or any
of its Subsidiaries, including directors who are employees of the Company and/or
any of its Subsidiaries and non-employee officers of the Company and/or any of
its Subsidiaries:
5.1 ELIGIBILITY. The Committee shall, from time to time, select the
particular key employees, consultants and officers of the Company and its
Subsidiaries to whom the Stock Options provided under this Article V are to be
granted and/or distributed in recognition of each such Participant's
contribution to the Company's or the Subsidiary's success.
5.2 GRANT OF STOCK OPTIONS. All grants of Stock Options under this
Article V shall be awarded by the Committee. Each grant of Stock Options shall
be evidenced by a stock option agreement setting forth the total number of
shares subject to the Stock Option, the option exercise price, the term of the
Stock Option, and such other terms and provisions as are approved by the
Committee, but, except to the extent permitted herein,
<PAGE>
are not inconsistent with the Plan. In the case of an Incentive Stock Option,
the stock option agreement shall also include provisions that may be necessary
to assure that the option is an incentive stock option under the Code. The
Company shall execute stock option agreements upon instructions from the
Committee.
5.3 EXERCISE PRICE. The exercise price for a Nonqualified Stock Option
shall be equal to the Fair Market Value per share of the Common Stock on the
Date of Grant. The exercise price for an Incentive Stock Option shall be
determined by the Committee and shall be an amount not less than the Fair Market
Value per share of the Common Stock on the Date of Grant; the Committee shall
determine the Fair Market Value of the Common Stock on the Date of Grant, and
shall set forth the determination in its minutes. Notwithstanding anything to
the contrary contained in this Section 5.3, the exercise price of each Stock
Option granted pursuant to the Plan shall not be less than the par value per
share of the Common Stock.
5.4 OPTION PERIOD. The option period will begin and terminate on the
respective dates specified by the Committee, but may not terminate later than
ten years from the Date of Grant. No Stock Option granted under the Plan may be
exercised at any time after its term. The Committee may provide for the
exercise of Stock Options in installments and upon such terms, conditions and
restrictions as it may determine. The Committee shall have the right to
accelerate the time at which any Stock Option granted to an employee, consultant
or officer (including an employee director) shall become exercisable. In the
event of the retirement of an employee of the Company or a Subsidiary in
accordance with the standard retirement policies of the Company or the
Subsidiary, as the case may be, all unmatured installments of Stock Options
outstanding shall automatically be accelerated and exercisable in full in
accordance with the provisions of Article VIII.
ARTICLE VI
LIMITS ON INCENTIVE STOCK OPTIONS
6.1 OPTION PERIOD. Notwithstanding the provisions of Sections 5.4 and 7.2
hereof, if a Participant eligible to receive a grant of an Incentive Stock
Option under Section 422 of the Code (an "Eligible Participant") owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company (or any Subsidiary of the Company) and an Incentive Stock Option is
granted to such Eligible Participant, the term of such Incentive Stock Option
(to the extent required by the Code at the time of grant) shall be no more than
five years from the Date of Grant. In addition, the option price of any such
Incentive Stock Option granted to any such Eligible Participant owning more than
10% of the combined voting power of all classes of stock of the Company (or any
Subsidiary of the Company) shall be at least 110% of the Fair Market Value of
the Common Stock on the Date of Grant.
6.2 LIMITATION ON EXERCISES OF SHARES SUBJECT TO INCENTIVE STOCK OPTIONS.
To the extent required by the Code for incentive stock options, the exercise of
Incentive Stock Options granted under the Plan shall be subject to the $100,000
calendar year limit as set forth in Section 422(d) of the Code.
<PAGE>
6.3 DISQUALIFYING DISPOSITION. If stock acquired upon exercise of an
Incentive Stock Option is disposed of by an Eligible Participant prior to the
expiration of either two years from the Date of Grant of such option or one year
from the transfer of shares to such Eligible Participant pursuant to the
exercise of such option, or in any other disqualifying disposition within the
meaning of Section 422 of the Code, such Eligible Participant shall notify the
Company in writing of the date and terms of such disposition. A disqualifying
disposition by an Eligible Participant shall not affect the status of any other
option granted under the Plan as an incentive stock option within the meaning of
Section 422 of the Code.
6.4 TERMINATION. Notwithstanding the provisions of Article VIII, an
Eligible Participant's Incentive Stock Options shall terminate no later than
ninety (90) days after termination of such Participant's employment with the
Company and its Subsidiaries; provided that if such employment terminates by
reason of the death or total and permanent disability (as defined in Section
22(e) of the Code) of the Participant, then such Participant's Incentive Stock
Options shall terminate no later than one hundred eighty (180) days after such
termination by reason of death or disability.
ARTICLE VII
EXERCISE OF STOCK OPTIONS; RELOAD STOCK OPTIONS; RESTRICTED STOCK
7.1 PAYMENT. Full payment for shares purchased upon exercise of a Stock
Option shall be made in cash or by the Participant's delivery to the Company of
shares of Common Stock which have a Fair Market Value equal to the exercise
price (or in any combination of cash and shares of Common Stock having an
aggregate Fair Market Value equal to the exercise price). No shares may be
issued until full payment of the purchase price therefor has been made, and a
Participant will have none of the rights of a stockholder until shares are
issued to him. Additionally, shares covered by a Stock Option may be purchased
upon exercise, in whole or in part, by authorizing a third party to sell the
shares (or a sufficient portion thereof) acquired upon exercise of a Stock
Option, and assigning the delivery to the Company of a sufficient amount of the
sale proceeds to pay for all the shares acquired through such exercise and any
tax withholding obligations resulting from such exercise.
7.2 RELOAD STOCK OPTIONS. Subject to the terms of this Section 7.2, in
the event that shares are delivered by a Participant in payment of all or a
portion of the exercise price of a Stock Option as set forth in Section 7.1
and/or shares are delivered to or withheld by the Company in satisfaction of the
Company's tax withholding obligations upon exercise in accordance with Section
15.7, then, subject to Article XI, a Participant so exercising a Nonqualified
Stock Option shall automatically be granted a replacement Nonqualified Stock
Option and a Participant so exercising an Incentive Stock Option shall
automatically be granted a replacement Incentive Stock Option (in either case, a
"Reload Stock Option"), to purchase that number of shares so delivered to or
withheld by the Company, as the case may be, at an option exercise price equal
to the Fair Market Value per share of the Common Stock on the date of exercise
of the original Stock Option (subject to the provisions of Article VI regarding
Incentive Stock Options and, in any event not less than the par value per share
of the Common Stock). The option period for
<PAGE>
a Reload Stock Option will commence on the Date of Grant and expire on the
expiration date of the original Stock Option it replaces (subject to the
provisions in Article VI regarding Incentive Stock Options and the provisions of
Article VIII), after which the Reload Stock Option cannot be exercised. The Date
of Grant of a Reload Stock Option shall be the date that the Stock Option it
replaces is exercised. A Reload Stock Option shall automatically vest and be
exercisable in full after the expiration of six months from its Date of Grant.
It shall be a condition to the grant of a Reload Stock Option that promptly
after its Date of Grant, a stock option agreement shall be delivered to, and
executed and delivered by the Participant and the Company which sets forth the
total number of shares subject to the Reload Stock Option, the option exercise
price, the term of the Reload Stock Option and such other terms and provisions
as are consistent with the Plan.
7.3 RESTRICTED STOCK. In the event that a Participant exercises a Stock
Option and receives a Reload Stock Option under Section 7.2, the following
restrictions and conditions will apply to that number of the shares of Common
Stock (the "Restricted Stock") issued to the Participant upon exercise of such
original Stock Option, which number of shares is equal to one-half of the sum of
(i) the number of shares of Common Stock delivered by the Participant to the
Company in payment of the exercise price, if any, plus (ii) the number of shares
of Common Stock delivered to, or withheld by, the Company in satisfaction of the
Company's tax withholding obligations under Section 15.7, if any:
(a) Restriction Period. Subject to the other provisions of this Plan,
each Participant shall not be permitted to sell, assign, transfer, pledge,
exercise or place any encumbrance on shares of Restricted Stock and any
Stock Dividends paid on or with respect to such Restricted Stock until the
earliest to occur of any of the following events (such period of
restriction being referred to herein as the "Restriction Period"):
(i) the expiration of five years from the date of issuance of
the Restricted Stock in the name of the Participant;
(ii) in the case of an employee of the Company or a Subsidiary,
the retirement of such Participant from the Company or the Subsidiary
in accordance with the standard retirement policies of the Company or
the Subsidiary, as the case may be;
(iii) in the case of a non-employee director, officer or
consultant of the Company, the cessation of service to the Company of
such Participant in such capacity;
(iv) the death of such Participant;
(v) the total and permanent disability of such Participant (as
defined in Article VIII hereof); or
(vi) a Change in Control of the Company.
<PAGE>
Notwithstanding the foregoing, shares of Restricted Stock, and any
Stock Dividends paid in shares of Common Stock on or with respect to
Restricted Stock, may be used during the Restriction Period in payment of
the exercise price of any Stock Option and/or in satisfaction of the
Company's tax withholding obligations upon any such exercise in accordance
with Section 15.7.
(b) Rights with Respect to Restricted Stock. Except as otherwise
provided in the Plan, the Participant shall have, with respect to his or
her Restricted Stock (and any Stock Dividends payable in Common Stock on
such Restricted Stock), all of the rights of a stockholder of the Company,
including the right to vote the shares and the right to receive any
dividends thereon. Each Participant who is to receive Restricted Stock
shall be issued a stock certificate in respect of such shares of Restricted
Stock, registered in the name of the Participant, which shall bear an
appropriate legend referring to the restrictions applicable to such
Restricted Stock, to read substantially in the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions of the IMCO
Recycling Inc. 1992 Stock Option Plan. A copy of such Plan is on file
in the offices of IMCO Recycling Inc., 5215 North O'Connor Blvd.,
Suite 940, Irving, Texas 75039."
ARTICLE VIII
TERMINATION OF EMPLOYMENT OR SERVICE
In the event a Participant who is an employee of the Company (including any
employee who is an officer or a director) or any Subsidiary shall cease to be
employed by the Company or a Subsidiary, or a Participant who is a non-employee
director or a non-employee officer or consultant of the Company or any
Subsidiary shall cease to serve in his capacity as a director, officer or
consultant, as the case may be, of the Company or any Subsidiary, for any reason
other than death, disability or retirement, such Participant's Stock Options may
be exercised by the Participant for a period of one hundred eighty (180) days
after the Participant's termination of employment or service, as the case may
be, or until expiration of the applicable Option Period (if sooner) to the
extent of the shares with respect to which such Stock Options could have been
exercised by the Participant on the date of termination, and thereafter to the
extent not so exercised, such Stock Options shall terminate. In addition,
except as provided in Section 6.4 with respect to Incentive Stock Options, a
Participant's Stock Options may be exercised as follows in the event of such
Participant's death, disability or retirement:
(a) Death. In the event of death while employed or while serving as a
(i) non-employee director, (ii) non-employee officer or (iii) consultant,
as the case may be, the Stock Option may be exercised, for a period of one
hundred eighty (180) days after the Participant's death or until expiration
of the Stock Option period (if sooner), to the extent of the shares with
respect to which the Stock Option could have been exercised by the
Participant on the date of the Participant's death, by the Participant's
estate or personal representative, or by the
<PAGE>
person who acquired the right to exercise the Stock Option by bequest or
inheritance or by reason of the Participant's death; and
(b) Disability or Retirement. In the event of termination of
employment of an employee (or termination of service in the case of a (i)
non-employee director, (ii) non-employee officer or (iii) consultant) as
the result of a total and permanent disability (as defined in Section 22(e)
of the Code) or as the result of retirement in accordance with the standard
retirement policies of the Company or the Subsidiary, as the case may be,
the Stock Option may be exercised by the Participant or his guardian for a
period of one hundred eighty (180) days after such termination or until
expiration of the Stock Option period (if sooner), to the extent of the
shares with respect to which the Stock Option could have been exercised by
the Participant on the date of such termination, after taking into account
any acceleration of unmatured installments of Stock Options pursuant to
Section 5.4.
Notwithstanding the foregoing, individual grants of Stock Options to
Participants under the Plan may provide, pursuant to the terms of the particular
stock option agreement, more restrictive terms than those contained in this Plan
concerning any exercise of such Stock Options with respect to any termination of
employment or service by such Participants.
ARTICLE IX
AMENDMENT OR DISCONTINUANCE
Subject to the limitations set forth in this Article IX, the Board may at
any time and from time to time, without the consent of the Participants, alter,
amend, revise, suspend, or discontinue the Plan in whole or in part; provided
that no amendment which requires stockholder approval in order for the Plan to
continue to comply with Rule 16b-3 under the 1934 Act, including any successor
to such Rule, shall be effective unless such amendment shall be approved by the
requisite vote of the stockholders of the Company entitled to vote thereon.
Subject to the forgoing, the Board shall have the power to amend the Plan
in any manner advisable in order for Stock Options granted under the Plan to
qualify for the exemption provided by Rule 16b-3 (or any successor rule relating
to exemption from Section 16(b) of the 1934 Act) or to qualify as "performance-
based" compensation under Section 162(m) of the Code (including amendments as a
result of changes to Rule 16b-3 or Section 162(m) or the regulations thereunder
to permit greater flexibility with respect to Stock Options granted under the
Plan), and any such amendment shall, to the extent deemed necessary or advisable
by the Committee, be applicable to any outstanding Stock Options theretofore
granted under the Plan, notwithstanding any contrary provisions contained in any
stock option agreement. In the event of any such amendment to the Plan, the
holder of any Stock Option outstanding under the Plan shall, upon request of the
Committee and as a condition to the exercisability thereof, execute a conforming
amendment in the form prescribed by the Committee to any stock option agreement
relating thereto within such reasonable time as the Committee shall specify in
such request. Notwithstanding anything contained in this Plan to the contrary,
unless required
<PAGE>
by law, no action contemplated or permitted by this Article IX shall adversely
affect any rights of Participants or obligations of the Company to Participants
with respect to any Stock Options theretofore granted under the Plan without the
consent of the affected Participant.
The Board may not amend the provisions of Article IV more than once during
any six-month period unless such amendment is deemed necessary in order to
comply with the provisions of the Code or the treasury regulations promulgated
thereunder.
ARTICLE X
EFFECT OF THE PLAN
Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any director, officer, consultant or employee
any right to be granted a Stock Option to purchase or receive Common Stock of
the Company or any other rights except as may be evidenced by a stock option
agreement, or any amendment thereto, duly authorized by and executed on behalf
of the Company and then only to the extent of and upon the terms and conditions
expressly set forth therein.
ARTICLE XI
TERM
The Plan shall be submitted to the Company's stockholders for their
approval; provided, however, that Stock Options may be granted under the Plan
prior to the time of stockholder approval. Unless sooner terminated by action
of the Board, the Plan will terminate on the 15th day of December, 2002. Stock
Options under the Plan may not be granted after that date, but Stock Options
granted before that date will continue to be effective in accordance with their
terms and conditions.
ARTICLE XII
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect or unexercised Stock Options are
outstanding there shall be any increase or decrease in the number of issued and
outstanding shares of Common Stock through the declaration of a Stock Dividend
or through any recapitalization resulting in a stock split-up, combination, or
exchange of shares of Common Stock, then and in such event:
(a) An appropriate adjustment shall be made in the maximum number of
shares of Common Stock then subject to being awarded under grants pursuant
to the Plan, to the end that the same proportion of the Company's issued
and outstanding shares of Common Stock shall continue to be subject to
being so awarded;
(b) A similar adjustment shall be made in the maximum number of shares
of Common Stock issuable under Stock Options granted to any individual
Participant during any fiscal year during which the Plan is in effect
pursuant to Article III; and
<PAGE>
(c) Appropriate adjustments shall be made in the number of shares of
Common Stock and the exercise price per share thereof then subject to
purchase pursuant to each such Stock Option previously granted and
unexercised, to the end that the same proportion of the Company's issued
and outstanding shares of Common Stock in each instance shall remain
subject to purchase at the same aggregate exercise price.
Any fractional shares resulting from any adjustment made pursuant to this
Article XII shall be eliminated for the purposes of such adjustment. Except as
otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or exercise price of shares of Common Stock then subject to
outstanding Stock Options granted under the Plan.
ARTICLE XIII
RECAPITALIZATION, MERGER AND CONSOLIDATION
(a) The existence of this Plan and Stock Options granted hereunder shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stocks ranking prior to or otherwise affecting the Common Stock
or the rights thereof (or any rights, options or warrants to purchase same), or
the dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
(b) Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger or consolidation,
any outstanding Stock Option granted hereunder shall pertain to and apply to the
securities or rights (including cash, property or assets) to which a holder of
the number of shares of Common Stock subject to the Stock Option would have been
entitled.
(c) In the event of any reorganization, merger or consolidation pursuant to
which the Company is not the surviving or resulting corporation, or of any
proposed sale of substantially all of the assets of the Company, there may be
substituted for each share of Common Stock subject to the unexercised portions
of such outstanding Stock Option that number of shares of each class of stock or
other securities or that amount of cash, property or assets of the surviving or
consolidated company which were distributed or distributable to the stockholders
of the Company in respect of each share of Common Stock held by them, such
outstanding Stock Options to be thereafter exercisable for such stock,
securities, cash or property in accordance with their terms. Notwithstanding
the foregoing, however, the Board, in its sole discretion, may cancel all such
Stock Options as of the effective date of any such reorganization, merger or
consolidation, or of any
<PAGE>
such proposed sale of substantially all of the assets of the Company, or of any
dissolution or liquidation of the Company, and either:
(i) give notice to each holder thereof or his personal representative
of its intention to cancel such Stock Options and permit the purchase
during the thirty (30) day period next preceding such effective date of any
or all of the shares subject to such outstanding Stock Options, including
shares as to which such Stock Options would not otherwise be exercisable;
or
(ii) pay the holder thereof an amount equal to a reasonable estimate
of an amount (hereinafter the "Spread") equal to the difference between the
net amount per share payable in such transaction or as a result of such
transaction, less the exercise price of such Stock Options. In estimating
the Spread, appropriate adjustments to give effect to the existence of the
Stock Options shall be made, such as deeming the Stock Options to have been
exercised, with the Company receiving the exercise price payable
thereunder, and treating the shares receivable upon exercise of the Options
as being outstanding in determining the net amount per share. In cases
where the proposed transaction consists of the acquisition of assets of the
Company, the net amount per share shall be calculated on the basis of the
net amount receivable with respect to shares of Common Stock upon a
distribution and liquidation by the Company after giving effect to expenses
and charges, including but not limited to taxes, payable by the Company
before such liquidation could be completed.
(d) In the event of a Change in Control of the Company, then,
notwithstanding any other provision in the Plan to the contrary, all unmatured
installments of Stock Options outstanding shall thereupon automatically be
accelerated and exercisable in full.
(e) Notwithstanding sub-Section (c) above of this Article XIII, in case the
Company shall, at any time while any Stock Option under this Plan shall be in
force and remain unexpired, (i) sell all or substantially all of its property or
(ii) dissolve, liquidate, or wind up its affairs, then, provided that the Board
so determines in its sole discretion, each Participant may thereafter receive
upon exercise hereof (in lieu of each share of Common Stock of the Company which
such Participant would have been entitled to receive) the same kind and amount
of any securities or assets as may be issuable, distributable or payable upon
any such sale, dissolution, liquidation, or winding up with respect to each
share of Common Stock of the Company. In the event that the Company shall, at
any time prior to the expiration of any Stock Option, make any partial
distribution of its assets in the nature of a partial liquidation, whether
payable in cash or in kind (but excluding the distribution of a cash dividend
payable out of retained earnings or earned surplus and designated as such), then
in such event the exercise prices then in effect with respect to each option
shall be reduced, as of the payment date of such distribution, in proportion to
the percentage reduction in the tangible book value of the shares of the
Company's Common Stock (determined in accordance with generally accepted
accounting principles) resulting by reason of such distribution; provided, that
in no event shall any adjustment of exercise prices in accordance with the terms
of the Plan result in any exercise prices being reduced below the par value per
share of the Common Stock.
<PAGE>
(f) Upon the occurrence of each event requiring an adjustment of the
exercise price and/or the number of shares purchasable pursuant to Stock Options
granted pursuant to the terms of this Plan, the Company shall mail forthwith to
each Participant a copy of its computation of such adjustment which shall be
conclusive and shall be binding upon each such Participant, except as to any
Participant who contests such computation by written notice to the Company
within thirty (30) days after receipt thereof by such Participant.
ARTICLE XIV
OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER CORPORATIONS
Stock Options may be granted under the Plan from time to time in
substitution for such stock options held by employees of a corporation who
become or are about to become employees of the Company or a Subsidiary as the
result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by either of the foregoing of stock
of the employing corporation as the result of which it becomes a Subsidiary.
The terms and conditions of the substitute options so granted may vary from the
terms and conditions set forth in this Plan to such extent as the Committee at
the time of grant may deem appropriate to conform, in whole or in part, to the
provisions of the options in substitution for which they are granted.
ARTICLE XV
MISCELLANEOUS PROVISIONS
15.1 EXERCISE OF STOCK OPTIONS. Stock Options granted under the Plan may
be exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth herein and in the applicable stock option agreements. Notwithstanding
anything to the contrary contained herein, Stock Options may not be exercised,
nor may shares be issued pursuant to a Stock Option if any necessary listing of
the shares on a stock exchange or any registration under state or federal
securities laws required under the circumstances has not been accomplished.
15.2 NON-ASSIGNABILITY. A Stock Option granted to a Participant may not be
transferred or assigned, other than (i) by will or the laws of descent and
distribution or (ii) pursuant to a qualified domestic relations order (as
defined in Section 401(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided, that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any successor provision. Subject to
the foregoing, during a Participant's lifetime, Stock Options granted to a
Participant may be exercised only by the Participant or, provided the particular
stock option agreement so provides, by the Participant's guardian or legal
representative.
15.3 INVESTMENT INTENT. The Company may require that there be presented to
and filed with it by any Participant(s) under the Plan, such evidence as it may
deem
<PAGE>
necessary to establish that the Stock Options granted or the shares of Common
Stock to be purchased or transferred are being acquired for investment and not
with a view to their distribution.
15.4 ALLOTMENT OF SHARES. Except as otherwise set forth in Article IV, the
Committee shall determine the number of shares of Common Stock to be offered
from time to time by grant of Stock Options to Participants under the Plan. The
grant of a Stock Option to a Participant shall not, by itself, be deemed either
to entitle the Participant to, or to disqualify the Participant from,
participation in any other grant of Stock Options under the Plan.
15.5 NO RIGHT TO CONTINUE EMPLOYMENT. This Plan does not constitute a
contract of employment. Nothing in the Plan or in any Stock Option confers upon
any employee the right to continue in the employ of the Company or interferes
with or restricts in any way the right of the Company to discharge any employee
at any time (subject to any contract rights of such employee).
15.6 STOCKHOLDERS' RIGHTS. The holder of a Stock Option shall have none of
the rights or privileges of a stockholder except with respect to shares which
have been actually issued.
15.7 TAX REQUIREMENTS. Any employee who exercises any Stock Option shall
be required to pay the Company the amount of all taxes which the Company is
required to withhold as a result of the exercise of the Stock Option. With
respect to an Incentive Stock Option, in the event of a subsequent disqualifying
disposition of Common Stock within the meaning of Section 422 of the Code, such
payment of taxes may be made in cash, by check or through the delivery of shares
of Common Stock which the employee then owns, which shares have an aggregate
Fair Market Value equal to the required withholding payment, or any combination
thereof. With respect to the exercise of a Nonqualified Stock Option, the
Participant's obligation to pay such taxes may be satisfied by the following, or
by any combination thereof: (i) the delivery of cash to the Company in an
amount necessary to satisfy the required tax withholding obligation of the
Company and/or (ii) the actual delivery by the exercising Participant to the
Company of shares of Common Stock which the Participant owns and/or the
Company's withholding of a number of shares to be delivered upon the exercise of
the Stock Option, which shares so delivered or withheld have an aggregate Fair
Market Value which equals or exceeds (if necessary to avoid the issuance of
fractional shares) the required tax withholding payment. Any such withholding
payments with respect to the exercise of a Nonqualified Stock Option made by a
Participant in cash or by actual delivery of shares of Common Stock shall be
required to be made within thirty (30) days after the delivery to the
Participant of any certificate representing the shares of Common Stock acquired
upon exercise of the Stock Option.
15.8 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous member
of the Board or the Committee, nor any officer or employee of the Company acting
on behalf of the Board or the Committee, shall be personally liable for any
action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all such members of the Board or the Committee and each
and any officer or employee of
<PAGE>
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such
individuals may be entitled under the Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise.
15.9 GENDER AND NUMBER. Where the context permits, words in the masculine
gender shall include the feminine and neuter genders, the plural form of a word
shall include the singular form, and the singular form of a word shall include
the plural form.
ARTICLE XVI
EFFECTIVE DATE
The effective date of the Plan shall be December 15, 1992, that is, the
date on which it was first approved and adopted by the Board. Notwithstanding
the amendments of this Plan effective as of December 15, 1994, February 28,
1996, February 25, 1997, May 13, 1997 and May 13, 1998 and subject to the terms
of Article IX of the Plan, neither the terms of the Stock Options outstanding as
of such dates nor the stock option agreements entered into by and between the
Company and such relevant Participant in respect of such Stock Options, shall be
deemed to be amended in any way. Following approval by the stockholders of the
Company in accordance with applicable law, the Plan, as amended and restated
herein, will continue in effect until the expiration of its term or until
earlier terminated, amended, or suspended in accordance with the terms hereof.
* * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of
the 13th day of May, 1998 by its Chief Executive Officer pursuant to prior
action taken by the Board.
IMCO RECYCLING INC.
By: /s/ DON V. INGRAM
------------------------------
Don V. Ingram
Chief Executive Officer
Attest:
/s/ PAUL V. DUFOUR
- -----------------------------
Paul V. Dufour
Secretary
<PAGE>
EXHIBIT 5.1
HAYNES AND BOONE, L.L.P.
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000
January 26, 1999
IMCO Recycling Inc.
5215 North O'Connor Blvd.
Suite 940
Central Tower at Williams Square
Irving, Texas 75039
Gentlemen:
We have acted as counsel to IMCO Recycling Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 400,000 shares of Common Stock, par value $0.10 per share (the
"Common Stock"), of the Company that may be issued pursuant to the IMCO
Recycling Inc. 1992 Stock Option Plan (the "Plan").
In connection therewith, we have examined (i) the Certificate of Incorporation
and the Bylaws of the Company, each as amended; (ii) minutes and records of the
corporate proceedings of the Company with respect to the adoption of the Plan
and the granting of stock options thereunder; (iii) certificates of certain
officers and directors of the Company; (iv) the Plan and the forms of stock
option agreements pertaining thereto; and (v) such other documents as we have
deemed necessary for the expression of the opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that all stock
option exercise prices will equal or exceed the par value per share of the
Common Stock. As to questions of fact material to this opinion, where such
facts have not been independently established, and as to the content and form of
the Certificate of Incorporation (as amended), Bylaws (as amended), minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the 400,000 shares of Common Stock
covered by the Registration Statement which may be issued from time to time
pursuant to the exercise of options duly granted or which may be duly granted in
accordance with the terms of the Plan have been duly authorized for issuance by
the Company, and, when so issued in accordance with the terms and conditions of
the Plan and the related option
<PAGE>
agreements upon the valid exercise of options granted pursuant to the Plan, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ HAYNES AND BOONE, L.L.P.
Haynes and Boone, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the IMCO Recycling Inc. 1992 Stock Option Plan (as amended)
of our report dated February 2, 1998, with respect to the consolidated financial
statements of IMCO Recycling Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Dallas, Texas
January 22, 1999
