Registration No. 33-7235
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
UNIVERSAL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0561070
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
433 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
UNIVERSAL FOODS CORPORATION 1985 STOCK PLAN FOR EXECUTIVE EMPLOYEES
(Full title of plan)
Terrence M. O'Reilly, Vice
President, Copy to:
Secretary and General Counsel
Universal Foods Corporation Patrick G. Quick
433 East Michigan Street Foley & Lardner
Milwaukee, Wisconsin 53202 777 East Wisconsin Avenue
(414) 271-6755 Milwaukee, Wisconsin 53202
(Name, address and telephone (414) 297-5678
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Maximum
Securities to be to be Maximum Aggregate Amount of
Registered Registered Offering Offering Registra-
Price Price tion Fee
Per Share
Common Stock, 187,547 shares $33.00(1) $6,189,051.00(1) $2,134.15
$.10 par value
Common Stock, 187,547 rights (2) (2) (2)
Purchase Rights
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Universal
Foods Corporation Common Stock as reported on the New York Stock
Exchange on September 21, 1995.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
<PAGE>
____________________
The contents of Form S-8 Registration Statement No. 33-7235 are
incorporated herein by reference. This Form S-8 Registration Statement
includes a reoffer prospectus relating to the offer and sale of shares of
Common Stock which are or may become issuable under the Universal Foods
Corporation 1985 Stock Plan for Executive Employees, which prospectus has
been prepared in accordance with the requirements of Part I of Form S-3.
<PAGE>
UNIVERSAL FOODS CORPORATION
Cross Reference Sheet showing location in Prospectus of information
required by Form S-3.
Form S-3 Item Location in Prospectus
1. Forepart of the Facing page; cross-reference
Registration Statement sheet, front cover page
and Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Inside front cover page;
Back Cover Pages of Available Information;
Prospectus Incorporation of Documents by
Reference
3. Summary Information, Front cover page
Risk Factors and Ratio
of Earnings to Fixed
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Not Applicable
Offering Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Incorporation of Documents by
Securities to be Reference; Rights to Purchase
Registered Common Stock
10. Interests of Named Experts
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Documents by
Information by Reference Reference
13. Disclosure of Commission Indemnification
Position on
Indemnification for
Securities Act
Liabilities
<PAGE>
UNIVERSAL FOODS CORPORATION
187,547 SHARES
COMMON STOCK, PAR VALUE
$.10 PER SHARE
1985 STOCK PLAN FOR EXECUTIVE EMPLOYEES
_______________
This Prospectus relates to an offering by the selling shareholders
listed herein (the "Selling Shareholders") of up to an aggregate of
187,547 shares of Common Stock, par value $.10 per share ("Common Stock"),
of Universal Foods Corporation, a Wisconsin corporation (the "Company"),
representing shares which are or may become issuable upon exercise of
stock options or other awards previously granted by the Company to the
Selling Shareholders under the Universal Foods Corporation 1985 Stock Plan
for Executive Employees (the "Plan"). Each share of Common Stock issued
will include one right to purchase Common Stock (collectively, the
"Rights") as hereinafter described. See "Rights to Purchase Common
Stock." Unless the context requires otherwise, all references to Common
Stock herein shall include the accompanying Rights. The principal
executive offices of the Company are located at 433 East Michigan Street,
Milwaukee, Wisconsin 53202 and its telephone number is (414) 271-6755.
The Selling Shareholders have advised the Company that the shares
of Common Stock covered hereby will be offered and sold, from time to
time, by or for their account in solicited or unsolicited transactions on
or off the New York Stock Exchange. Sales will be effected at such prices
and for such consideration (which need not be cash), as may be obtainable
and as may be satisfactory to the Selling Shareholder. The last sale
price of the Common Stock on the New York Stock Exchange on September 15,
1995, was $32-7/8 per share.
The Company does not know of any arrangement or agreement between
the Selling Shareholders and any underwriter, broker or dealer for the
offering or sale of the Common Stock offered hereby. The Company expects
that the Selling Shareholders will sell the Common Stock through one or
more registered brokers or dealers and that normal commission expenses and
brokerage fees will be paid individually by the Selling Shareholders in
connection with such sales. All costs, expenses and fees incurred in
connection with the registration of the Common Stock are being borne by
the Company, but all selling and other expenses incurred by the Selling
Shareholders will be paid by the Selling Shareholders. The Company will
not receive any of the proceeds from the sales of the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 28, 1995.
<PAGE>
TABLE OF CONTENTS
Page No.
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . 3
Rights to Purchase Common Stock . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy
statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: New
York Regional Office, 75 Park Place, 14th Floor, New York, New York
10007; Los Angeles Regional Office, 5757 Wilshire Boulevard, Suite 500
East, Los Angeles, California 90036-3648; and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such materials can be obtained at
prescribed rates from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Common Stock is listed on the New York Stock Exchange. Reports
and other information concerning the Company can be inspected at the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been previously filed by the Company
with the Commission and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1994, which includes certified financial statements as
of and for the year ended September 30, 1994.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since September 30, 1994.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated
December 29, 1976, as amended by Form 8 dated July 16, 1986, and any
other amendments or reports filed for the purpose of updating such
description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on
Form 8-A, dated September 15, 1988, as amended by Form 8, dated
December 22, 1988, and any other amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
with all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom a Prospectus is delivered, on the written or
oral request of any such person, a copy of any and all of the documents
incorporated by reference herein, other than exhibits to such documents
unless such exhibits are specifically incorporated by reference in such
documents. Such requests should be addressed to Universal Foods
Corporation, 433 East Michigan Street, Milwaukee, Wisconsin 53202,
Attention: Terrence M. O'Reilly; telephone (414) 271-6755.
RIGHTS TO PURCHASE COMMON STOCK
On September 8, 1988, the Board of Directors of the Company
declared a dividend of one Right for each outstanding share of Common
Stock. The dividend was paid on September 30, 1988 (the "Record Date") to
the shareholders of record on that date. Each Right entitles the holder
to purchase from the Company one share of Common Stock at a price of $50
per share of Common Stock (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Firstar Trust
Company, as Rights Agent (the "Rights Agent"). The description of the
Rights contained herein is qualified in its entirety by reference to the
Rights Agreement.
As of the date of this Prospectus, the Rights are not exercisable,
and are transferred with and only with shares of Common Stock. However,
the Rights become exercisable (i) ten (10) days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of twenty
percent (20%) or more of the outstanding shares of Common Stock, or (ii)
ten (10) business days (subject to extension by the Board of Directors of
the Company) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the consummation of
which would result in the beneficial ownership by a person or group of
twenty percent (20%) or more of such outstanding shares of Common Stock
(the earlier of such dates being called the "Distribution Date").
The Rights will expire on September 8, 1998 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed or exchanged by the Company, in each case as
described below. So long as the Rights are attached to the shares of
Common Stock, the Company will issue one Right with each new share of
Common Stock.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of
the Common Stock of certain rights or warrants to subscribe for or
purchase shares of Common Stock at a price, or securities convertible into
shares of Common Stock with a conversion price, less than the then current
market price of the Common Stock, or (iii) upon the distribution to
holders of shares of Common Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
In the event that the Company is acquired in a merger or other
business combination transaction or fifty percent (50%) or more of its
consolidated assets or earnings power are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to
receive upon exercise that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the event that any
person becomes an Acquiring Person (unless such person first acquires
twenty percent (20%) or more of the outstanding shares of Common Stock by
a purchase pursuant to a tender offer for all of the shares of Common
Stock for cash, which purchase increases such person's beneficial
ownership to eighty percent (80%) or more of the outstanding shares of
Common Stock), proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a market value of
two times the exercise price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of twenty percent
(20%) or more of the outstanding shares of Common Stock and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock per Right (subject to adjustment).
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of twenty percent
(20%) or more of the outstanding shares of Common Stock, the Board of
Directors of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price"). In addition, if a
bidder who does not beneficially own more than one percent (1%) of the
Common Stock (subject to certain other conditions) proposes to acquire all
of the Common Stock (and all other shares of capital stock of the Company
generally entitled to vote) for cash at a price which a nationally
recognized investment banker selected by such bidder states in writing is
fair, and such bidder has obtained written financing commitments (or
otherwise has financing) and complies with certain procedural
requirements, then the Company, upon the request of the bidder, will hold
a special shareholders meeting to vote on a resolution requesting the
Board of Directors to accept the bidder's proposal. If a majority of the
outstanding shares entitled to vote on the proposal vote in favor of such
resolution, then for a period of sixty (60) days after such meeting the
Rights will be automatically redeemed at the Redemption Price immediately
prior to the consummation of any tender offer for all of such shares at a
price per share in cash equal to or greater than the price offered by such
bidder; provided, however, that no redemption will be permitted or
required after the acquisition by any person or group of affiliated or
associated persons of beneficial ownership of twenty percent (20%) or more
of the outstanding shares of Common Stock. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, except that
from and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. Although the Rights Plan may
to some extent discourage a change of control of the Company, the Company
believes that the benefits of the Rights Plan outweigh any such deterrent
effects.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale by the
Selling Shareholders of the shares of Common Stock offered hereby. The
proceeds from the sales of the shares of Common Stock offered hereby shall
be retained solely by the Selling Shareholders. See "SELLING
SHAREHOLDERS" and "PLAN OF DISTRIBUTION."
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling
Shareholders and certain information about them as of July 31, 1995, which
information has been furnished to the Company by such Selling
Shareholders. All of the Selling Shareholders are executive officers and,
in the case of Messrs. Osborn and Manning, directors of the Company
Number of
Shares
to be
Number of Number of Beneficially
Shares Shares Owned Upon
Beneficially Offered Completion of
Name Owned(1) Hereby(2) Offering(3)
Guy A. Osborn 468,329 22,500 445,829
Kenneth P. Manning 173,354 22,500 150,854
Richard F. Hobbs 64,455 11,412 53,043
Terrence M. 53,723 6,500 47,223
O'Reilly
Gary W. Sanderson 90,794 22,975 67,819
Richard Carney 26,208 2,062 24,146
Michael A. Wick 89,061 21,693 67,368
Thomas J. Degnan 106,718 24,250 82,468
James F. Palo 117,380 30,780 86,600
Kenneth G. Scheffel 68,223 22,875 45,348
_______________
(1) Includes shares issuable upon exercise of outstanding
options.
(2) Represents shares issued or issuable pursuant to options
or other awards granted under the Plan as of July 31,
1995.
(3) No Selling Shareholder would own 1% or more of the
Company's Common Stock, except Mr. Osborn who would own
approximately 1.7%.
PLAN OF DISTRIBUTION
The Common Stock offered pursuant to this Prospectus may be sold
from time to time directly by the Selling Shareholders, so long as the
Registration Statement of which this Prospectus is a part ("Registration
Statement") remains effective. Alternatively, the Selling Shareholders
may from time to time offer the Common Stock offered hereby for sale
through underwriters, dealers or agents. The distribution of the Common
Stock offered hereby by the Selling Shareholders may be effected from time
to time, so long as the Registration Statement remains effective, in one
or more transactions (i) on the New York Stock Exchange, including
ordinary broker's transactions, (ii) in privately-negotiated transactions,
or (iii) through sales to one or more brokers/dealers for resale of such
Common Stock as principals. Such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the
Selling Shareholders in connection with such sales.
The Company will pay the expenses incident to the registration of
the Common Stock offered hereby. Any expenses, commissions or discounts
of underwriters, dealers or agents, however, will be paid by the Selling
Shareholders.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended September 30, 1994, have
been audited by Deloitte & Touche LLP independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been
so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-Laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense thereof, unless (in the latter case only) it is determined
that the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (a) a willful failure
to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was lawful or
had no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of the State of Wisconsin to require or permit
indemnification in connection with a proceeding involving securities
regulation, as described therein, to the extent required or permitted as
described above. Additionally, under the Wisconsin Business Corporation
Law, directors of the Company are not subject to personal liability to the
Company, its shareholders or any person asserting rights on behalf of the
Company or its shareholders, for certain breaches or failures to perform
any duty resulting solely from their status as such directors, except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Company's By-Laws is not exclusive of any other rights to
which a director or officer of the Company may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law, which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
____________________
No dealer, salesman or any other person has been authorized to give
any information or to make any representations, other than those contained
in this Prospectus, in connection with the offering contained herein, and,
if given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Selling Shareholder.
This Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities covered by this Prospectus by the Company
or the Selling Shareholder in any state to any person to whom it is
unlawful for the Company or such Selling Shareholder to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
there has been no change in the facts herein set forth since the date
hereof.
<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 of the requirements for filing on Form S-8 and has duly caused
this amended Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, and
State of Wisconsin, on this 14th day of September, 1995.
UNIVERSAL FOODS CORPORATION
By: /s/ Terrence M. O'Reilly
Terrence M. O'Reilly, Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed below by the following
persons in the capacities indicated as of September 14, 1995.
Each person whose signature appears below constitutes and appoints
Guy A. Osborn, Kenneth P. Manning and Terrence M. O'Reilly, and each of
them individually, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and revocation, for him/her and in his/her
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 other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said 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 done in connection therewith, as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Guy A. Osborn* Leon T. Kendall*
Chairman, Chief Executive Director
Officer and Director
(Principal Executive Officer)
/s/ Michael Fung /s/ James H. Keyes
Michael Fung James H. Keyes
Vice President and Chief Director
Financial Officer
(Principal Financial Officer)
/s/ Michael L. Hennen /s/ Kenneth P. Manning
Micheal L. Hennen Kenneth P. Manning
Chief Accounting Officer and President, Chief Operating
Corporate Controller Officer and
(Principal Financial Officer Director
and Controller)
______________________________
Michael E. Batten* Charles S. McNeer
Director Director
/s/ John F. Bergstrom
John F. Bergstrom John L. Murray*
Director Director
/s/ James L. Forbes /s/ William U. Parfet
James L. Forbes William U. Parfet
Director Director
/s/ Essie Whitelaw
Dr. Olan D. Forker* Essie Whitelaw
Director Director
Dr. Carol I. Waslien Ghazaii*
Director
* By /s/ Terrence M. O'Reilly
Terrence M. O'Reilly
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
UNIVERSAL FOODS CORPORATION
FORM S-8 REGISTRATION STATEMENT
Page Number in
Sequentially
Numbered
Exhibit Registration
No. Exhibit Statement
(4) Universal Foods Corporation 1985 *
Stock Plan for Executive Employees
(23) Consent of Deloitte & Touche LLP
(24.1) Power of Attorney relating to __
subsequent amendments (included on
the signature page to this
Registration Statement)
(24.2) Power of Attorney relating to this *
amendment (previously included on
the signature page to this
Registration Statement filed on
July 21, 1986).
_______________
* Previously filed.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-7235 of Universal Foods
Corporation on Form S-8 of our reports dated November 10, 1994 and
March 15, 1995, appearing in the Annual Report on Form 10-K of Universal
Foods Corporation for the year ended September 30, 1994 and in the Annual
Reports on Form 11-K of Universal Foods Corporation Savings Plan and
Universal Foods Corporation Retirement Employee Stock Ownership Plan for
the year ended September 30, 1994, respectively, and to the reference to
us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
September 27, 1995
