<PAGE> 1
As filed with the Securities and
Exchange Commission on August 1, 1995 Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York 16-0912632
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
800 Delaware Avenue, Buffalo, New York 14209
(Address of Principal Executive Offices, Including Zip Code)
Computer Task Group, Incorporated 1991 Employee Stock Option Plan
Computer Task Group, Incorporated Nonqualified Key Employee Deferred
Compensation Plan
(Full Title of the Plans)
Copy to:
Joseph G. Makowski, Esq. Ward B. Hinkle, Esq.
Computer Task Group, Incorporated Hodgson, Russ, Andrews, Woods & Goodyear LLP
800 Delaware Avenue 1800 One M&T Plaza
Buffalo, New York 14209 Buffalo, New York 14203
(716) 882-8000 (716) 856-4000
(Name, address and telephone
number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 500,000 (2) $15.4375 $7,718,750 $2,661.43
Common Stock,
par value $.01 100,000 (3),(4) $15.4375 $1,543,750 $532.29
- ----------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices for the shares
on the New York Stock Exchange composite reporting system on July 28,
1995.
(2) The amount being registered is the number of additional shares of
Common Stock that are issuable upon exercise of options granted as a
result of the 1995 amendments to the Registrant's 1991 Employee Stock
Option Plan.
(3) The amount being registered for the first time is the aggregate number
of shares of Common Stock that are issuable pursuant to the
Registrant's Nonqualified Key Employee Deferred Compensation Plan.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, there are
hereby registered on this registration statement an indeterminate
number of interests in the Deferred Compensation Plan. Pursuant to
Rule 457(h)(2) under the Securities Act of 1933, no separate fee is
required with respect to interests in the Deferred Compensation Plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 as filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed with the
Commission under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Certain legal matters with respect to the Common Stock being offered
hereby have been passed upon by Joseph G. Makowski, Vice President, Secretary
and General Counsel to the Registrant. As of July 31, 1995, Mr. Makowski
beneficially owned less than one percent of the Registrant's issued and
outstanding Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 722(a) of the New York Business Corporation Law (the "BCL")
generally provides that a corporation shall have the power to indemnify any
person made, or threatened to be made, a party to an action or proceeding
(other than one by or in the right of the corporation to procure a judgment in
its favor), whether civil or criminal, including an action by or in the right
of any other corporation of any type or kind, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director
or officer of the corporation served in any capacity at the request of the
corporation, by reason of
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<PAGE> 3
the fact that he or she was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees actually
and necessarily incurred as a result of such action or proceeding, or any
appeal therein, if such director or officer acted in good faith for a purpose
which he or she reasonably believed to be in, or in the case of service for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful. In addition, Section 722(c) of
the BCL provides that a corporation may indemnify any person made, or
threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of any other
corporation of any type or kind, any partnership, joint venture, trust,
employee benefit plan or other enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him or her in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such director or officer
acted, in good faith, for a purpose which he or she reasonably believed to be
in, or in the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise, not opposed
to, the best interests of the corporation, except that no indemnification under
this paragraph shall be made in respect of (1) a threatened action, or a
pending action which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. Article V of the Registrant's By-laws requires the Registrant to
indemnify its officers and directors to the fullest extent in accordance with
and permitted by law for the defense of civil and criminal proceedings against
them by reason of their service as officers or directors.
Section 723 of the BCL provides that a person who has been successful,
on the merits or otherwise, in the defense of a civil or criminal action or
proceeding of the character described in BCL section 722 shall be entitled to
indemnification as authorized in such section. Any indemnification under BCL
Section 722 or otherwise permitted by law, unless ordered by a court, shall be
made by a corporation, only if authorized in the specific case by the Board of
Directors or shareholders pursuant to BCL Section 723. In no event may
indemnification be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
The BCL also empowers the Registrant to purchase and maintain certain
types of directors and officers liability insurance. The Registrant has
purchased such insurance (effective through April 1, 1996) which, in general,
provides for indemnification of officers and directors for any damages, costs
or expenses up to $10,000,000, less a $250,000 deductible for the Registrant
and a $5,000 deductible per director ($25,000 maximum), which they are legally
required to pay, resulting from any error, misstatement, misleading statement,
act, omission, neglect or breach of duty committed, attempted or allegedly
committed or attempted by such officers or directors (subject to certain
exceptions) solely by reason of their status as such. Such insurance does not
cover fines or penalties imposed by law or losses which are not
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<PAGE> 4
reimbursable by law. If available on terms and conditions deemed reasonable,
the Registrant intends to purchase similar insurance in the future.
Section 402 of the BCL generally provides that a corporation's
certificate of incorporation may set forth a provision eliminating or limiting
the personal liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such
provision shall eliminate or limit the liability of any director if a judgment
or other final adjudication adverse to him or her establishes that his or her
acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled
or that his or her acts violated Section 719 of the BCL (generally prohibiting
unlawful dividends or distributions, share repurchases, distributions after
dissolution, or loans). The Registrant's Certificate of Incorporation provides
that no director of the Registrant shall be personally liable to the Registrant
or its shareholders for damages or any breach of duty in such capacity
occurring after May 25, 1988, except as otherwise provided by law.
The foregoing is only a summary of the described sections of the New
York Business Corporation Law and is qualified in its entirety by reference to
such sections.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
4. (a) Computer Task Group, Incorporated 1991 Employee Stock Option Plan
(b) Computer Task Group, Incorporated Nonqualified Key Employee
Deferred Compensation Plan
5. Opinion of Joseph G. Makowski, Vice President, Secretary and
General Counsel for Registrant as to legality of securities
being registered
23. (a) Consent of Price Waterhouse LLP
(b) Consent of Joseph G. Makowski, Vice President, Secretary
and General Counsel
24. Power of Attorney
ITEM 9. UNDERTAKINGS
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii)
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<PAGE> 5
to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulations S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
[Remainder of Page Intentionally Left Blank]
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<PAGE> 6
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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York, on July 21, 1995.
COMPUTER TASK GROUP, INCORPORATED
BY: /s/ Gale S. Fitzgerald
------------------------------------
Gale S. Fitzgerald
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints JOSEPH G. MAKOWSKI and PETER P.
RADETICH, and each of them severally, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or each of
them or their or his substitutes may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
(a) Principal Executive Officer
Chairman, Chief Executive
/s/ Gale S. Fitzgerald Officer and Director July 21, 1995
----------------------
Gale S. Fitzgerald
(b) Principal Financial and Accounting Officer
Vice President and
/s/ Samuel D. Horgan Chief Financial Officer July 21, 1995
--------------------
Samuel D. Horgan
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
(c) Directors Date
<S> <C>
/s/ G. David Baer
- ---------------------------------
G. David Baer July 21, 1995
/s/ Randolph A. Marks
- -----------------------------
Randolph A. Marks July 21, 1995
/s/ Paul W. Joy
- -----------------------------------
Paul W. Joy July 21, 1995
/s/ Richard L. Crandall
- -------------------------------
Richard L. Crandall July 21, 1995
/s/ George B. Beitzel
- ----------------------------------
George B. Beitzel July 21, 1995
</TABLE>
(d) The Plan
Pursuant to the requirements of the Securities Act of 1933, the
members of the Compensation Committee of the Registrant's Board of Directors
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Buffalo, State of New
York, on July 21, 1995.
COMPUTER TASK GROUP, INCORPORATED NONQUALIFIED KEY EMPLOYEE DEFERRED
COMPENSATION PLAN
BY: /s/ George B. Beitzel
---------------------------------------------------
Director and Chairman of the Compensation Committee
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<PAGE> 8
<TABLE>
EXHIBIT INDEX
<CAPTION>
Page or
Exhibit No. Description Reference
- ----------- ----------- ----------
<S> <C> <C>
4(a) Copy of Computer Task Group,
Incorporated 1991 Employee Stock
Option Plan (1)
4(b) Copy of Computer Task Group,
Incorporated Nonqualified Key
Employee Deferred Compensation
Plan II - 9
5 Opinion of Joseph G. Makowski, Vice President,
Secretary and General Counsel to Registrant as to
legality of securities being registered II - 10
23 (a) Consent of Price Waterhouse LLP II - 11
23 (b) Consent of Joseph G. Makowski, Vice President
Secretary and General Counsel (included in Exhibit No. 5)
24 Power of Attorney II-6
- --------------------------------------------------------------------------------------------------------
<FN>
(1) Filed as Appendix A to the Registrant's definitive Proxy Statement
dated March 27, 1995 in connection with the Registrant's annual
meeting of shareholders held on April 26, 1995, and incorporated
herein by reference.
</TABLE>
II-8
<PAGE> 1
Exhibit 4 (b) - Computer Task Group, Incorporated Nonqualified Key Employee
Deferred Compensation Plan
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<PAGE> 2
COMPUTER TASK GROUP, INCORPORATED
NONQUALIFIED KEY EMPLOYEE DEFERRED COMPENSATION PLAN
----------------------------------------------------
ARTICLE I
DEFINITIONS, BACKGROUND, PURPOSE AND EFFECTIVE DATE
---------------------------------------------------
SECTION 1.1 DEFINITIONS. For purposes of the Plan,
the following terms shall have the definitions stated below unless the context
clearly indicates otherwise:
(a) "BOARD" means the Board of Directors of
Computer Task Group, Incorporated.
(b) "CHAIRMAN" means the Chairman and Chief
Executive Officer of the Corporation.
(c) "CODE" means the Internal Revenue Code of
1986, as amended.
(d) "COMMITTEE" means the Compensation Committee
of the Board.
(e) "COMPENSATION" means base salary and bonus
compensation actually earned by a Participant
in a calendar year, including any compensation
deferred by a Participant under the
Corporation's plan qualified under 401(k) Plan
and including any Elective Deferrals under this
Plan from base salary and bonus compensation,
and excluding, without limitation, (i) any
amounts paid to a Participant under any other
qualified or nonqualified compensation plan,
including without limitation any amounts paid
pursuant to a stock option or other stock plan
and (ii) any noncash compensation such as
relocation expenses, advances on salary and
travel advances.
(f) "CORPORATION" means Computer Task Group,
Incorporated.
(g) "CORPORATION CONTRIBUTION ACCOUNT" means a
sub-account of the Deferred Compensation
Account comprised of Corporation Contributions
credited thereto and earnings thereon.
(h) "CORPORATION STOCK" means shares of common
stock, $.02 par value, issued by the
Corporation, or any successor securities
thereto.
(i) "DEFERRED COMPENSATION ACCOUNT" means the
account maintained for each Participant to
which are credited all amounts allocated
thereto in accordance with this Plan, and
adjusted for earnings thereon.
(j) "EMPLOYEE CONTRIBUTION ACCOUNT" means a
sub-account of the Deferred Compensation
Account comprised of the Employee Contributions
allocated to such account and earnings thereon.
<PAGE> 3
(k) "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.
(l) "PARTICIPANT" means an employee selected to
participate in the Plan pursuant to Section 2.1.
(m) "PLAN" means the Computer Task Group,
Incorporated Nonqualified Key Executive
Deferred Compensation Plan as initially
approved by the Committee on February 2, 1995
and as it shall be amended from time to time.
(n) "PLAN ADMINISTRATOR" means the Committee.
(o) "PLAN YEAR" means the calendar year, unless
otherwise determined by the Committee. The
first Plan Year shall commence on January 1,
1995.
(p) "RABBI TRUST" means a trust agreement, if
established, entered into by and between the
Corporation and any trustee, to provide certain
benefits under the Plan.
(q) "401(K) PLAN" means the Computer Task Group,
Incorporated 401(k) Retirement Plan.
(r) "SEPARATION FROM SERVICE" means an employee's
termination of employment for any reason, such
that the employee is not employed by the
Corporation or any company in an affiliated
group for tax purposes with the Corporation.
(s) "YEAR OF PARTICIPATION" means a Plan Year
during which the Participant is a Participant
for the entire Plan Year. Notwithstanding the
preceding sentence, each employee who is
selected as a Participant at the commencement
of the Plan shall be deemed a Participant
beginning on January 1, 1995 for this purpose.
Any other employee selected as a Participant
shall become a Participant on January 1 of the
Plan Year immediately following the employee's
selection.
SECTION 1.2 BACKGROUND AND PURPOSE OF THE PLAN. The
purpose of the Plan is to establish an unfunded plan to provide
Corporation-provided deferred compensation commensurate with the performance of
the Corporation for a select group of highly compensated employees to retain
the services of certain of such employees and to provide an additional elective
opportunity for certain of such employees to defer a portion of their
compensation, in all events upon such terms as shall be established by the
Committee.
SECTION 1.3 EFFECTIVE DATE. Except as otherwise
provided, the effective date of the Plan is January 1, 1995.
<PAGE> 4
ARTICLE II
PARTICIPATION
-------------
SECTION 2.1 ELIGIBILITY FOR PARTICIPATION. An
employee of the Corporation shall be eligible to participate in the Plan if,
with respect to the ability to make Elective Contributions pursuant to Section
3.1 and/or to be awarded Corporation Contributions pursuant to Section 3.2, the
employee is recommended by the Chairman to participate in the Plan and such
recommendation is approved by the Committee, in its sole discretion.
SECTION 2.2 CESSATION OF ELIGIBILITY. With respect
to any Plan Year, a Participant shall continue to be eligible to elect to defer
Compensation pursuant to Section 3.1 and/or to receive an award of Corporation
Contributions pursuant to Section 3.2 if the Participant's eligibility is not
terminated (with respect to the Plan Year no later than 90 days after the
beginning of such Plan Year) by recommendation of the Chairman and approval of
such recommendation by the Committee, and if the Participant remains in the
employ of the Corporation for the entire Plan Year.
ARTICLE III
CONTRIBUTIONS
-------------
SECTION 3.1 EMPLOYEE CONTRIBUTIONS. With respect to
any Plan Year commencing after December 31, 1994, a Participant may irrevocably
elect prior to December 1 of the Plan Year preceding such Plan Year (except
with respect to the Plan Year ending December 31, 1995, prior to June 16, 1995)
to defer all or a part of his or her Compensation in a certain dollar amount or
percentage not to exceed that permitted by the Committee ("Employee
Contributions"). The Committee shall credit the Participant's Employee
Contribution Account with an amount equal to such Employee Contributions at
such times and in such amounts as would otherwise have been paid or made
available to such Participant. The elections described in this subsection
shall be made by such time and using such forms as the Plan Administrator shall
provide.
SECTION 3.2 CORPORATION CONTRIBUTIONS. With respect
to each Plan Year commencing after December 31, 1994, a Participant eligible to
receive an award of Corporation Contributions shall be awarded an amount equal
to a specified percentage of the Participant's Compensation for the Plan Year.
The percentage shall be determined for each Plan Year based on the degree of
achievement by the Corporation of certain performance targets recommended by
the Chairman and approved by the Committee. Both the award percentages and the
degree of the achievement of the performance targets shall be determined by the
Committee, in its sole discretion at a meeting of the Committee following the
close of the audit of the Corporation by its outside accountants for the Plan
Year. Such award shall be credited to the Participant's Corporation
Contribution Account as of January 1 of the Plan Year following the Plan Year
for which the Corporation Contribution is awarded, and such award may be in the
form of cash or Corporation Stock at the sole discretion of the Committee.
<PAGE> 5
ARTICLE IV
ACCOUNTS AND INVESTMENTS
------------------------
SECTION 4.1 THE DEFERRED COMPENSATION ACCOUNT. The
Committee shall maintain for each Participant a Deferred Compensation Account
to which it shall credit all amounts allocated thereto in accordance with
Sections 3.1 and 3.2. Each Participant's Deferred Compensation Account shall
be adjusted no less often than annually, beginning January 1, 1995, to reflect
the credits made to the Deferred Compensation Account and any interest,
earnings, gains and losses thereon pursuant to Section 4.2. Such adjustments
shall be made as long as any amount remains credited to the Deferred
Compensation Account. The amounts allocated and the adjustments made shall
comprise the Deferred Compensation Account at any time.
SECTION 4.2 INTEREST, EARNINGS, GAINS AND LOSSES.
Amounts represented by the Deferred Compensation Accounts of all Participants
shall be credited with interest or invested in an investment vehicle(s)
(including but not limited to Corporation Stock) in the sole discretion of the
Committee. A Deferred Compensation Account shall be credited with its share of
the interest thereon or the earnings, gains and losses of such investment
vehicles for the period for which the Account is so invested no less often than
annually. Interest, earnings, gains and losses shall accrue annually on the
balance as of the first day of each Plan Year and shall be credited annually as
of the last day of the Plan Year during which such interest, earnings, gains
and losses accrued.
SECTION 4.3 THE RABBI TRUST. The Committee may
determine that the Corporation shall establish a Rabbi Trust to which the
Corporation shall contribute all amounts credited to the Employee and
Corporation Contribution Accounts in accordance with Sections 3.1, 3.2, and 4.2
of the Plan.
SECTION 4.4 RIGHTS AS GENERAL CREDITOR. Unless the
Corporation establishes the Rabbi Trust, a Deferred Compensation Account does
not constitute a trust fund or escrow. A Participant's interest in the
Deferred Compensation Account and in the Rabbi Trust, if established, is
limited to the right to receive payments as provided under the Plan and the
Rabbi Trust, if any, and the Participant's position is that of a general
unsecured creditor of the Corporation with respect to the entire Deferred
Compensation Account, i.e., the Corporation Contributions, Employee
Contributions, and interest, earnings, gains and losses thereon.
<PAGE> 6
SECTION 4.5 VESTING IN EMPLOYEE CONTRIBUTION
ACCOUNT. Except as otherwise provided in this Article, a Participant shall at
all times have a 100% nonforfeitable right to the value of his or her Employee
Contribution Account.
SECTION 4.6 VESTING IN CORPORATION CONTRIBUTION
ACCOUNT. Except as otherwise provided in this Article,
(a) A Participant who first becomes a
Participant in the Plan in 1995 shall have a
100% nonforfeitable right to the value of the
Participant's Corporation Contribution
Account on January 1, 2003, and, in the case
of any other Participant, such Participant
shall have a 100% nonforfeitable right to the
value of the Participant's Corporation
Contribution Account on the January 1
following eight full calendar years after the
Participant first becomes a Participant in
the Plan, and no Participant shall have any
right to any amount in such Account prior to
such respective date.
(b) Notwithstanding subsection (a), prior to
January 1, 2003, in the case of a Participant
who first becomes a Participant in the Plan
in 1995, or, prior to the January 1 following
eight full calendar years after the
Participant first becomes a Participant in
the Plan, in the case of a Participant who
first becomes a Participant in the Plan after
1995, if a Participant incurs a Separation
from Service (i) involuntarily and without
Cause, (ii) due to death, disability (as
hereafter defined), or retirement at age 65
or later, or (iii) if there is a Change of
Control, as defined in Section 4.8, such
Participant shall have a nonforfeitable right
in a portion of the Participant's Corporation
Contribution Account equal to 12.5% times the
Participant's Years of Participation.
(c) Notwithstanding subsections (a) or (b), if a
Participant incurs a Separation from Service
for Cause, the Participant shall forfeit all
amounts in the Participant's Corporation
Contribution Account.
(d) For purposes of this Plan, Separation from
Service due to disability shall mean
separation from service due to a physical or
mental condition which prevents the
Participant from engaging in any gainful
occupation in which the Participant might
reasonably be expected to engage, with due
regard for the Participant's education,
training, experience, and prior economic
status. The determination shall be made on
medical evidence by a licensed physician
assigned by the Committee. Separation from
Service due to disability shall exclude
disabilities arising from: (i) intentionally
self-inflicted injury or intentionally
self-induced sickness, (ii) a proven unlawful
act or enterprise on the part of the
Participant, or (iii) military service where
the Participant is eligible to receive a
government military disability pension. In
all cases, the Committee shall make the final
determination whether a Participant has
<PAGE> 7
incurred a Separation from Service due to
disability for purposes of this Plan.
(e) For purposes of this Plan, Separation from
Service for Cause shall mean termination of
employment due to:
(i) Embezzlement from the Corporation
(ii) Theft from the Corporation
(iii) Defrauding the Corporation
(iv) Drug addiction
(v) Habitual intoxication
(vi) Use or disclosure of Corporation or
client confidential or proprietary
information
(vii) Engaging in activities or businesses
which are substantially in
competition with the Corporation
(viii) Any other action, activity or course
of conduct which is substantially
detrimental to the Corporation's
business or business reputation
(ix) Violation of the provision of the
terms of any nondisclosure and
nonsolicitation, noncompetition, or
other contractual agreement between
the Participant and the Corporation.
SECTION 4.7 PAYMENT OF BENEFITS.
(a) COMMENCEMENT. Except as otherwise provided
in this Section and subject to the vesting
provisions of Section 4.6, if the Participant
does not make an election in the time and
manner specified in (c), the vested value of
a Participant's Deferred Compensation Account
shall be paid under the Plan as soon as
practicable on or after the Participant's
Separation from Service but in any event not
later than 90 days after such Separation from
Service. In the case of a Change of Control,
as defined in Section 4.8, the vested value
of a Participant's Deferred Compensation
Account shall be paid in cash immediately
following such Change of Control.
(b) NORMAL FORM OF PAYMENT. Except as otherwise
provided in this Section and subject to the
vesting provisions of Section 4.6, if the
<PAGE> 8
Participant does not make an election in the
time and manner specified in (c), benefits
payable under the Plan (i.e. vested benefits)
shall be paid in the form of a single lump
sum payment and shall, with respect to the
Employee Contribution Account, be in the form
of cash, and with respect to the Corporation
Contribution Account, be in the form of cash,
Corporation Stock, or a combination of cash
and such Corporation Stock, to be determined
in the sole discretion of the Committee.
Shares of Corporation Stock used to satisfy
the obligation of the Corporation under this
Plan shall be valued at their fair market
value. For purposes of this Plan, fair
market value means as of any date the average
of the highest and lowest reported sales
prices on such date (or if such date is not a
trading day, then the most recent prior date
which is a trading day) of a share of
Corporation Stock as reported on the
composite tape, or similar reporting system,
for issues listed on the New York Stock
Exchange (or, if the Corporation Stock is no
longer traded on the New York Stock Exchange,
on such other national securities exchange on
which the Corporation Stock is listed or
national securities or central market system
upon which transactions in Corporation Stock
are reported, as either shall be designated
by the Committee for the purposes hereof) or
if sales of Corporation Stock are not
reported in any manner specified above, the
average of the high bid and low asked
quotations on such date (or if such date is
not a trading day, then on the most recent
prior date which is a trading day) in the
over-the-counter market as reported by the
National Association of Securities Dealers'
Automated System or, if not so reported, by
National Quotation Bureau, Incorporated or
similar organization selected by the
Committee.
(c) ELECTION OF FORM OF PAYMENT. Notwithstanding
(a) and (b), the Participant may elect any
future date or event with respect to the time
at which payment of the Employee Contribution
Account will be made, subject to the approval
of the Committee, in its sole discretion, and
provided that such written election is filed
with the Committee at the same time and with
respect to the Compensation that is deferred
for the same period pursuant to Section 3.1,
i.e. prior to the calendar year for which the
Compensation is deferred (except with respect
to the Plan Year ending December 31, 1995,
prior to June 16, 1995). However, in no
event shall such payment be later than 90
days after the Participant's Separation from
Service, or, if earlier, immediately
following a Change of Control.
(d) UNFORESEEABLE EMERGENCY. In the case of an
unforeseeable emergency, as defined below, a
Participant may submit a written request to
the Committee for (1) a distribution of all
or a part of his or her Employee Contribution
Account and, if fully vested, all or a part
of his or her Corporation Contribution
Account prior to the date benefits otherwise
would be payable, or (2) an acceleration of
the payment of installment payments that have
already begun. Withdrawals or acceleration
because of an unforeseeable emergency shall
be permitted only to the extent
<PAGE> 9
reasonably necessary to satisfy the
emergency. An unforeseeable emergency is a
severe financial hardship resulting from
extraordinary and unforeseeable circumstances
arising as a result of one or more recent
events beyond the control of the Participant.
The need to send the Participant's child to
college or the desire to purchase a residence
will not be considered unforeseeable
emergencies. Withdrawals or acceleration
will not be permitted to the extent such
emergency is or may be relieved: (1) through
reimbursement or compensation by insurance or
otherwise, or (2) by liquidation of the
Participant's assets, to the extent the
liquidation of such assets would not itself
cause severe financial hardship.
(e) Notwithstanding any other provision of the
Plan, a Participant shall forfeit all future
benefits payable from his or her Corporation
Contribution Account under the Plan if the
Committee determines the Participant to be
engaged in any of the following activities:
(i) Use or disclosure of Corporation or
client confidential or proprietary
information
(ii) Engaging in activities or businesses
which are substantially in
competition with the Corporation
(iii) Any other action, activity or course
of conduct which is substantially
detrimental to the Corporation's
business or business reputation
(iv) Violation of the provision of the
terms of any nondisclosure and
nonsolicitation, noncompetition, or
other contractual agreement between
the Member and the Corporation.
SECTION 4.8 CHANGE OF CONTROL. A Change of Control
shall be deemed to have occurred if:
(a) any Person, which shall mean a "person" as
such term is used in Sections 13(d) and 24(d)
of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the
Corporation, any trustee or other fiduciary
holding securities under an employee benefit
plan of the Corporation, or any company
owned, directly or indirectly, by the
stockholders of the Corporation in
substantially the same proportions as their
ownership of stock of the Corporation), is or
becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the
Corporation representing 30% or more of the
combined voting power of the Corporation's
then outstanding voting securities;
(b) during any period of 24 consecutive months,
individuals who at the beginning of such
period constitute the Board, and any new
director
<PAGE> 10
whose election by the Board, or whose
nomination for election by the Corporation's
stockholders, was approved by a vote of at
least two-thirds (2/3) of the directors
(other than in connection with a contested
election) before the beginning of the period
cease, for any reason, to constitute at least
a majority thereof;
(c) the stockholders of the Corporation approve
(1) a plan of complete liquidation of the
Corporation or (2) the sale or disposition by
the Corporation of all or substantially all
of the Corporation's assets unless the
acquirer of the assets or its directors shall
meet the conditions for a merger or
consolidation in subparagraphs (d)(i) or
(d)(ii); or
(d) the stockholders of the Corporation approve
a merger or consolidation of the Corporation
with any other company other than:
(i) such a merger or consolidation which
would result in the voting
securities of the Corporation
outstanding immediately prior
thereto continuing to represent
(either by remaining outstanding or
by being converted into voting
securities of the surviving entity)
more than 70% of the combined voting
power of the Corporation's or such
surviving entity's outstanding
voting securities immediately after
such merger of consolidation; or
(ii) such a merger or consolidation which
would result in the directors of the
Corporation who were directors
immediately prior thereto continuing
to constitute more than 50% of the
directors of the surviving entity
immediately after such merger or
consolidation.
In this paragraph (d), "surviving entity"
shall mean only an entity in which all of the
Corporation's stockholders immediately before
such merger or consolidation become
stockholders by the terms of such merger or
consolidation, and the phrase "directors of
the Corporation who were directors
immediately prior thereto" shall include only
individuals who were directors of the
Corporation at the beginning of the 24
consecutive month period preceding the date
of such merger or consolidation, or who were
new directors (other than any director
nominated in connection with a contested
election or designated by a Person who has
entered into an agreement with the
Corporation to effect a transaction described
in paragraph (a), (b), (d)(i) or (d)(ii) of
this Section) whose election by the Board, or
whose nomination for election by the
Corporation's stockholders, was approved by a
vote of at least two-thirds (2/3) of the
directors before the beginning of such
period.
SECTION 4.9 DEATH BENEFITS. If a Participant dies
after he or she becomes entitled to a benefit under Section 4.6 and before
payment to the Participant has been made under Section 4.7, the balance of
<PAGE> 11
the Participant's benefit shall be paid to his or her Beneficiary in the form
of a single lump sum cash payment as soon as practicable after the death of the
Participant. "Beneficiary" shall mean any one or more persons, corporations or
trusts, or any combination thereof, last designated by the Participant to
receive the death benefits provided under the Plan. Each Participant may
designate the Beneficiary for the benefits provided on his or her death under
the Plan. Such designation may be changed from time to time. All designations
shall be made on forms provided by and filed with the Plan Administrator. If
the Committee, in its sole discretion, determines that there is not a valid
designation, the Beneficiary shall be the executor or administrator of the
Participant's estate.
SECTION 4.10 SET-OFF. Notwithstanding any other
provision of this Plan, any amounts payable to the Participant or any
beneficiary under this Plan may be used by the Corporation to set off any
indebtedness owed to the Corporation by such Participant or beneficiary for any
reason.
ARTICLE V
AMENDMENT, SUSPENSION, OR TERMINATION
-------------------------------------
SECTION 5.1 AMENDMENT, SUSPENSION, OR TERMINATION.
The Committee may amend, suspend or terminate the Plan, in whole or in part, at
any time and from time to time by resolution adopted at a regular or special
meeting of the Committee, and only in such manner.
SECTION 5.2 NO REDUCTION. No amendment, suspension
or termination shall operate to adversely affect the benefit otherwise
available to a Participant under the Plan determined as if the Participant had
ceased being a Participant on or before the effective date of such amendment,
suspension, or termination. The value of a Participant's Deferred Compensation
Account, if any, determined as of the effective date of such amendment,
suspension or termination shall continue to be adjusted for investment results
as provided in Sections 4.1 and 4.2 until paid. Any benefit determined as of
such date shall continue to be payable as provided in Sections 4.6 through 4.8.
ARTICLE VI
ADMINISTRATION OF THE PLAN
--------------------------
SECTION 6.1 NAMED FIDUCIARY. The named fiduciary of
the Plan is the Committee.
SECTION 6.2 ADMINISTRATION BY COMMITTEE. The general
administration of this Plan, as well as construction and interpretation
thereof, shall be the responsibility of the Committee, the number and members
of which shall be designated and appointed from time to time by, and shall
serve at the pleasure of the Board. Any such member of the Committee may
resign by notice in writing filed with the Secretary of the Committee.
Vacancies shall be filled promptly by the Board. The Corporation shall pay any
and all expenses incurred in the administration of the Plan.
SECTION 6.3 DELEGATION. The Board may designate one
of the members of the Committee as Chairman and may appoint a Secretary who
need not be a member of the Committee and may be a Participant in the Plan.
The Secretary shall keep minutes of the Committee's proceedings and all data,
records and documents relating to the Committee's administration of the Plan.
The Committee may appoint from its number such subcommittees with such powers
as the Committee shall determine and may
<PAGE> 12
authorize one or more members of the Committee or any agent to execute or
deliver any instrument or make any payment on behalf of the Committee.
SECTION 6.4 MAJORITY VOTE. All resolutions or other
actions taken by the Committee shall be by vote of a majority of those present
at a meeting at which a majority of the members are present, or in writing by
all the members at the time in office if they act without a meeting.
SECTION 6.5 EXCLUSIVE RIGHT TO INTERPRET PLAN.
Subject to the Plan, the Committee shall, from time to time, establish rules,
forms and procedures for the administration of the Plan. Except as herein
otherwise expressly provided, the Committee shall have the exclusive right to
interpret the Plan and to decide any and all matters arising thereunder or in
connection with the administration of the Plan. The decisions, actions and
records of the Committee shall be conclusive and binding upon the Corporation
and all persons having or claiming to have any right or interest in or under
the Plan.
SECTION 6.6 RELIANCE. The members of the Committee
and the officers and directors of the shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on all
opinions given by any duly appointed legal counsel, which legal counsel may be
counsel for the Corporation.
SECTION 6.7 INDEMNIFICATION. No member of the
Committee shall be liable for any act or omission of any other member of the
Committee, nor for any act or omission on his or her own part. The Corporation
shall indemnify and save harmless each member of the Committee against any and
all expenses and liabilities arising out of his membership on the Committee.
Expenses against which a member of the Committee shall be indemnified hereunder
shall include, without limitation, the amount of any settlement or judgment,
costs, counsel fees, and related charges reasonably incurred in connection with
a claim asserted, or a proceeding brought or settlement thereof. The foregoing
right of indemnification shall be in addition to any other rights to which any
such member on the Committee may be entitled as a matter of law.
SECTION 6.8 ADDITIONAL POWERS. In addition to the
powers specified above, the Committee shall have the power to compute and
certify under the Plan the amount and kind of benefits from time to time
payable to Participants and their beneficiaries and to authorize all
disbursements for such purposes.
SECTION 6.9 INFORMATION. To enable the Committee to
perform its functions, the Corporation shall supply full and timely information
to the Committee on all matters relating to the compensation of all
Participants, their retirement, death or other termination of employment, and
such other pertinent facts as the Committee may require.
ARTICLE VII
GENERAL PROVISIONS
------------------
SECTION 7.1 FUNDING. The Plan and the Rabbi Trust,
if established, constitute an unfunded arrangement and shall have the status as
an unfunded plan maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes
of Title 1 of ERISA. The plan is not intended to be the principal source of
retirement income for the Participants or the Participants' beneficiaries.
SECTION 7.2 NONASSIGNABILITY. The interests of any
person under the Plan (other than the Corporation) shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment,
<PAGE> 13
pledge, attachment or encumbrance, or to the claims of creditors of such
person, and any attempt to effectuate any such actions shall be void.
SECTION 7.3 INTEREST OF PARTICIPANT. Except as
provided in the Rabbi Trust, if any, a Participant and the Participant's
beneficiaries, in respect of the Participant's Deferred Compensation Account,
and any benefit to be paid under the Plan, shall be and remain simply a
creditor of the Corporation in the same manner as any other creditor having a
general claim, if and when the Participant's or beneficiaries' rights to
receive payments shall mature and become payable. Except as provided in the
Rabbi Trust, if any, at no time shall the Participant be deemed to have any
right, title or interest, legal or equitable, in any asset of the Corporation,
including, but not limited to any investments held.
SECTION 7.4 LEAVES OF ABSENCE. The Committee may, in
its sole discretion, permit the Participant to take a leave of absence for a
period not to exceed one year. During such leave, the Participant will still
be considered to be in the continuous employment of this Corporation for all
purposes of this Plan.
SECTION 7.5 WITHHOLDING. The Corporation shall have
the right to deduct or withhold from the benefits paid under the Plan (or from
other amounts payable to the Participant, if necessary) all taxes which may be
required to be deducted or withheld under any provision of law (including, but
not limited to, Social Security payments, income tax withholding and any other
deduction or withholding required by law) now in effect or which may become
effective any time during the term of the Plan.
SECTION 7.6 EXCLUSIVITY OF PLAN. The Plan is
intended solely for the purpose of providing deferred compensation to the
Participants to the mutual advantage of the parties. Nothing contained in the
Plan shall in any way affect or interfere with the right of a Participant to
participate in any other benefit plan in which he or she may be entitled to
participate.
SECTION 7.7 NO RIGHT TO CONTINUED SERVICE. Neither
the Plan nor any agreements signed in relationship to the Plan, either singly
or collectively, shall obligate the Corporation in any way to continue the
employment of a Participant with the Corporation or prohibit the Corporation
from terminating a Participant's employment. Nor does this Plan or the Plan
Participation Agreement prohibit or restrict the right of a Participant to
terminate employment with the Corporation. Termination of a Participant's
employment with the Corporation, whether by action of the Corporation or by the
Participant, shall immediately terminate the Participant's future participation
in the Plan. All further obligations of either party shall be determined under
the provisions of this Plan according to the nature of the termination. The
Corporation is an at will employer.
SECTION 7.8 NOTICE. Each notice and other
communication to be given pursuant to the Plan shall be in writing and shall be
deemed given only when (a) delivered by hand, (b) transmitted by telex or
telecopier (provided that a copy is sent at approximately the same time by
registered or certified mail, return receipt requested), (c) received by the
addressee, if sent by registered or certified mail, return receipt requested,
or by Express Mail, Federal Express or other overnight delivery service, to the
Corporation at its principal office and to a Participant at the last known
address of such Participant (or to such other address or telecopier number as a
party may specify by notice given to the other party pursuant to this Section).
<PAGE> 14
SECTION 7.9 CLAIMS PROCEDURES. If a Participant or
the Participant's Designated Beneficiary does not receive benefits to which he
or she believes he or she is entitled, such person may file a claim in writing
with the Committee. The Committee shall establish a claims procedure under
which:
(a) the Committee shall be required to provide
adequate notice in writing to the Participant
or the Designated Beneficiary whose claim for
benefits has been denied, setting forth
specific reasons for such denial, written in
a manner calculated to be understood by the
Participant or the Designated Beneficiary;
and
(b) the Committee shall afford a reasonable
opportunity to the Participant or the
Designated Beneficiary whose claim for
benefits has been denied for a full and fair
review by the Committee of the decision
denying the claim.
SECTION 7.10 NEW YORK LAW CONTROLLING. The Plan
shall be construed in accordance with the laws of the State of New York. Any
and all controversies arising under or relating to this Plan shall be
adjudicated in a court of competent jurisdiction located in the State of New
York, and the Participant hereby consents to jurisdiction in the State of New
York for purposes of said legal action.
SECTION 7.11 SEVERABILITY. Every provision of the
Plan is intended to be severable. If any provision of the Plan is illegal or
invalid for any reason whatsoever, the illegality or invalidity of that
provision shall not affect the validity or legality of the remainder of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been made part of the Plan.
SECTION 7.12 BINDING ON SUCCESSORS. The Plan shall
be binding upon the Participants and the Corporation, their heirs, successors,
legal representatives and assigns.
SECTION 7.13 DISCRETIONARY NATURE OF PLAN.
Participation in and determination of amounts of benefits under the Plan shall
be determined in the sole discretion of the Committee. No employee shall have
any right to receive benefits under the Plan for any reason (including but not
limited to, length of service, performance, receipt of benefits in prior
periods, and awards to other individuals) other than as determined by the
Committee acting in its sole discretion.
SECTION 7.14 TITLES. Titles to the Articles and
Sections of this of this Plan are included for convenience only and shall not
control the meaning or interpretation of any provision of this Plan.
<PAGE> 1
July 31,1995
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York 14209
Dear Sirs:
You have requested an opinion of counsel in connection with the
Registration Statement on Form S-8 (the "Registration Statement") of Computer
Task Group, Incorporated (the "Company") to be filed on or about August 1, 1995
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act") with respect to 600,000 shares (the "Shares") of the
Company's common stock, $.01 par value, to be issued under the Computer Task
Group, Incorporated 1991 Employee Stock Option Plan and the Computer Task
Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan
(collectively referred to as the "Plans").
I have examined the originals or photostatic or certified copies of
such records and certificates of the Company, such certificates of public
officials and of officers of the Company and such other documents as I have
deemed relevant. In such examination I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies, and the authenticity of the originals of such copies. I
have also assumed the accuracy and completeness of statements of fact contained
in such documents. I do not express any opinion concerning any law other than
the law of the State of New York and the federal law of the United States of
America.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued or purchased in accordance
with the terms of the Plans, will be validly issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Joseph G. Makowski
Joseph G. Makowski
Vice President and
General Counsel
II-10
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1995, which appears on
page 24 of the 1994 Annual Report to Shareholders of Computer Task Group,
Incorporated, which is incorporated by reference in Computer Task Group,
Incorporated's Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 13 of such Annual Report on
Form 10-K.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Buffalo, New York
July 21, 1995
II-11
