Rule 424(b)(3) Prospectus
Registration No. 33-86446
PROSPECTUS
VERSA TECHNOLOGIES, INC.
200,000 SHARES COMMON STOCK, $0.01 PAR VALUE
(INCLUDING RELATED PREFERRED STOCK REPURCHASE RIGHTS)
Versa Technologies, Inc. (the "Corporation") hereby offers
participation in its Stock Purchase and Dividend Reinvestment Plan
(the "Plan"). The Plan is designed to provide current shareholders
and employees of the corporation with a convenient and economical
way to purchase shares of the Corporation's Common Stock, $0.01 par
value and related Preferred Share Purchase Rights ("Common Stock"),
and to reinvest their cash dividends in additional shares of Common
Stock. Under the Plan:
* Employees may become shareholders by making initial
purchases of Common Stock of at least $250.
* Shareholders may automatically reinvest all or a portion
of the cash dividends on the shares of Common Stock
registered in their names outside of the Plan and all of
the cash dividends on shares held in their Plan accounts.
* Shareholders may invest in additional shares of Common Stock
by making optional cash payments at any time up to a maximum
of $6,000 per calendar quarter.
* Shareholders may deposit Common Stock share certificates for
safekeeping.
Shares of Common Stock may be purchased pursuant to the Plan in the
open market, in privately negotiated transactions or from the
Corporation. At present, it is expected that shares will be purchased
in the open market. The price for shares of Common Stock for any
Investment Date, if purchased in the open market or through privately
negotiated transactions, will be determined by dividing the total cost
of all Shares purchased for the Plan by the number of Shares
purchased. The price of any shares purchased from the Corporation
will be the average of the closing sale prices of Common Stock as
reported by the NASDAQ/NMS on the relevant Investment Date and each of
the four preceding trading days. The closing sale price of the Common
Stock as reported by the NASDAQ/NMS on January 26, 1995, was $12.25
per share. See "Stock Purchase and Dividend Reinvestment Plan--
Purchases of Shares." Participants pay no commissions or fees on
purchases.
Current shareholders who do not choose to participate in the Plan will
continue to receive cash dividends, as declared, in the usual manner.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
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 January 27, 1995.
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Corporation with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at the Commission's Regional
Offices located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
New York, New York 10048. Copies of such materials can be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Prospectus constitutes a part of a Registration Statement filed by
the Corporation with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus omits certain of
the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further
information with respect to the Corporation and the Common Stock.
Statements contained herein concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement
is qualified in its entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
There are incorporated herein, by reference, the following documents
previously filed by the Corporation with the Commission: (1) Annual
Report on Form 10-K for the year ended March 31, 1994; (2) Quarterly
Reports on Form 10-Q for the quarters ended June 30, 1994, September
30, 1994 and December 31, 1994; (3) the description of the Common
Stock contained in Registration Statement on Form 8-B filed on
November 17, 1970, as amended; and (4) the description of the
Preferred Share Purchase Rights related to the Common Stock contained
in Registration Statement on Form 8-A filed on December 16, 1988.
In addition, all documents filed by the Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or 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 herein or in any subsequently
<PAGE> -3-
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 Corporation hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered (including
any beneficial owner), on the written or oral request of any such
person, a copy of any and all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in the information that the
Prospectus incorporates.
Requests should be directed to Director - Shareholder Relations, Versa
Technologies, Inc., 9301 Washington Avenue, Racine, Wisconsin 53406.
VERSA TECHNOLOGIES, INC.
Versa Technologies, Inc. ("Versa/Tek" or the "Corporation") was
organized under Wisconsin law in November 1970 and reincorporated as a
Delaware corporation in July 1986. The Corporation conducts its
business through three operating divisions. The Custom Components
Division manufactures and markets component parts from industrial
silicones, phenolic and thermoset plastics, and plastic and
thermoplastic elastomers. The Medical Division manufactures and
markets silicone rubber components for the medical device market. The
Fluid Power Division manufactures and markets standard and specially
designed hydraulic and pneumatic cylinders and hydraulically powered
proprietary products for a wide variety of markets.
The principal executive offices of the Corporation are located at 9301
Washington Avenue, Racine, Wisconsin 53406, and its telephone number
is (414) 886-1174.
USE OF PROCEEDS
At present, it is expected that Common Stock acquired under the Plan
will be purchased in the open market, not from the Corporation, and
that the Corporation will not receive any proceeds from such
purchases. If purchases of Common Stock are made directly from the
Corporation, the Corporation intends to use any net proceeds from the
sales of such shares for general corporate purposes.
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
The Plan provides investors with a convenient and economical way to
purchase shares of Common Stock ("Shares") and to reinvest all or a
portion of their cash dividends in additional Shares. The Plan is
administered by Firstar Trust Company, the Corporation's stock
transfer agent (the "Bank"). The Plan is strictly voluntary. If you
participate, you are under no obligation to make cash purchases in the
same amount, or in any amount. You can withdraw from the Plan at any
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time and receive either a stock certificate (in whole Shares) and/or
cash for the balance of your account. The following is a complete
statement of the Plan.
HIGHLIGHTS
* You pay no brokerage commissions or administrative fees in
connection with purchases of Shares under the Plan. Investors
may find this a cost-effective way to accumulate stock.
* If you do not currently own Versa/Tek stock, but you are an
employee of Versa/Tek or a subsidiary of Versa/Tek, you may
participate by making an initial minimum cash investment of
$250 to purchase Shares under the Plan.
* The Plan provides for automatic reinvestment of all or a
portion of the cash dividends on Shares registered in your
name outside of the Plan and of all cash dividends on Shares
held in your Plan account. In addition, you may purchase
additional Shares through optional cash investments up to a
maximum of $6,000 per calendar quarter. You may make such
investments occasionally or at regular intervals, as you wish.
* Funds invested in the Plan are fully invested through the
purchase of Shares, and cash dividends on Shares are used
to purchase additional Shares.
* Plan Shares are held by the Bank for safekeeping at no added
cost. No certificates for Plan Shares will be issued in your
name, unless you make a written request to the Bank. In
addition, you may deposit other certificates registered in
your name with the Bank to be maintained as part of your Plan
account.
* Statements are mailed to you after each transaction in your
account. The statements show the dividends and cash
allotments received, the number of Shares purchased, the price
and the total number of Shares held in your account.
* Every January, you will receive an IRS Form 1099-DIV showing
dividends paid to you in the prior year.
* Your Shares will be voted according to your instructions, and
you will still receive all shareholder mailings.
* You may direct the Bank to transfer, at any time and at no
cost to you, all or a portion of your Shares held under the
Plan to a Plan account for another person.
<PAGE> -5-
* You may request that your Plan Shares be sold. Upon the sale,
you will receive the proceeds less any brokerage commissions
and transfer and withholding taxes.
ADMINISTRATION
The Bank will administer the Plan, purchase and hold Shares acquired
under the Plan, keep records, send statements of account activity to
Participants, and perform other duties related to the Plan. You
should direct any questions or communications about the Plan to:
Firstar Trust Company
615 East Michigan Street
P. O. Box 2077
Milwaukee, Wisconsin 53201
Attn: Corporate Trust Department
You can call Firstar Trust Company toll free Monday through Friday at
1-800-637-7549 between 8 a.m. and 5 p.m. Central time.
ELIGIBILITY
Any person or entity who is a holder of record of Versa/Tek stock, or
any person who is an employee of Versa/Tek or a subsidiary of
Versa/Tek, is eligible to participate in the Plan. However, before
enrolling in the Plan, citizens or residents of a country other than
the United States, its territories, and possessions, should determine
whether participation in this type of plan is prohibited or restricted
by local laws or regulations in their country.
ENROLLMENT PROCEDURES
To enroll in the Plan, after being furnished with a copy of this
Prospectus, you must complete and sign an Enrollment Form (available
from the Bank) and return it to the Bank. If you are a current
registered shareholder of Versa/Tek, be sure to sign your name (or
names, in the case of joint ownership) on the Enrollment Form exactly
as shown on your certificates. If your shares are registered in the
name of a bank or a broker, you may transfer some or all of those
Shares to a Plan account by contacting the bank or broker. If you are
an employee of Versa/Tek or a subsidiary of Versa/Tek and do not own
Versa/Tek stock, you must include a personal check or money
order payable to Firstar Trust Company for a minimum initial
investment of at least $250 in U.S. dollars with your completed
Enrollment Form. Your participation in the Plan will begin after the
properly completed Enrollment Form has been reviewed and accepted by
the Bank.
PURCHASE OF SHARES
Once you are enrolled in the Plan, all cash dividends payable on
Shares held in your Plan account will be automatically reinvested in
additional Shares. In addition, you may choose one of the following
<PAGE> -6-
dividend reinvestment options for Shares registered in your name
outside of the Plan:
* Reinvest automatically cash dividends on all Shares registered
in your name.
* Reinvest automatically the dividends on a specified number of
Shares registered in your name.
You may select only one dividend reinvestment option, but may change
your option by completing a new Enrollment Form. To be effective with
respect to a particular dividend, any such change must be received on
or before the 25th day of the month prior to a dividend payment date.
Dividend payment dates are normally February 10, May 10, August 10 and
November 10, subject to declaration by the Board of Directors.
You also may make optional cash investments by personal check or money
order payable to "Firstar Trust Company" in U.S. dollars. Optional
cash investments must be at least $50 for any single investment ($250
in the case of initial investments by non-shareholders) and may not
exceed $6,000 per calendar quarter. Once you are enrolled, there is
no obligation to make optional cash investments at any time, and the
amount of such investments may vary from time to time. Optional cash
investments must be mailed to the Bank together with the cash
contribution form from the upper portion of the statement of account
sent to Participants. Additional forms are available upon request
from the Bank. Participants may obtain a refund of any optional cash
investment if a written request is received by the Bank at least two
business days prior to an Investment Date. Refunds will not be made
until checks or money orders have cleared.
The "Investment Dates" are the dates the Bank will purchase Shares for
Participants in the Plan. The Investment Date for cash dividends will
be each dividend payment date. The Investment Dates for optional cash
investments will the 10th day and the 25th day of each month (or, in
each case, the next business day if the 10th or the 25th is not a
business day). Optional cash investments must be received by the Bank
no later than five business days prior to an Investment Date in order
to be invested with other funds received for that Investment Date.
Otherwise, the cash will be held by the Bank until the next Investment
Date.
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE BANK PENDING INVESTMENT.
Accordingly, you should transmit optional cash investments so as to
reach the Bank shortly (but not less than five business days) before
an Investment Date. All optional cash investments and initial
investments are subject to collection of full face value in U.S.
funds.
<PAGE> -7-
SOURCE AND PRICE OF SHARES
The Bank may purchase Shares in the open market or in privately
negotiated transactions, subject to such terms and conditions,
including price and delivery, as it may accept. The price for Shares
for an Investment Date, if purchased in the open market or through
privately negotiated transactions, will be determined by dividing the
total cost of all Shares purchased for the Plan by the number of
Shares purchased. The Bank may also, in its discretion, purchase
Shares from the Corporation at the average of the closing sale prices
of the Common Stock as reported by the NASDAQ/NMS on the relevant
Investment Date and each of the four preceding trading days. In the
event the Bank purchases Shares in the open market or privately
negotiated transactions, as well as from the Corporation, the price
for such Shares will be the average price of all Shares purchased with
respect to the relevant Investment Date.
The Bank will seek to purchase Shares as soon as practicable on or
after each Investment Date. Shares purchased in the open market or in
privately negotiated transactions will be purchased as soon as
practicable by the Bank beginning on the relevant Investment Date and
in no event later than five business days after the relevant
Investment Date. Shares purchased from the Corporation will be
credited to Participants' accounts as of the close of business on the
relevant Investment Date.
Notwithstanding the above, applicable law or the closing of the
securities markets may require the temporary curtailment or suspension
of purchases of Shares for a Participant's account. If such
curtailment or suspension continues for a period longer than 90 days,
the Bank shall refund to the Participant the amount of any unapplied
funds in the Participant's account. No interest will be paid on funds
held by the Bank pending investment.
WITHDRAWALS OR SALES OF SHARES FROM ACCOUNT
You may withdraw or sell less than all of the Shares held in your
Plan account by giving written instructions to the Bank. If you
desire to withdraw Shares, the Bank will, upon receipt of the notice,
promptly issue and deliver to you a certificate representing such
Shares. If you desire to sell Shares, the Bank will sell such Shares
and send you the proceeds less any brokerage commissions and transfer
and withholding taxes. Generally, sales are made at the current
market price on either Tuesday or Friday within ten business days of
receipt of the Participant's written sales request. Sales requests
may be accumulated by the Bank, but no sales transactions will be
delayed more than ten business days.
TERMINATION
You may terminate your account under the Plan at any time by giving
written instructions to the Bank. Any such notice shall not be
<PAGE> -8-
effective until dividends and other accumulated funds, if any, have
been invested and credited to your account. Upon termination of your
Plan account, you will receive a certificate for the whole Shares held
in your Plan account, together with a check for the cash value of any
fractional Shares held in the account. Alternatively, you can elect a
complete withdrawal in cash by requesting that all Shares in your Plan
account be sold. Generally, sales are made at the current market
price on either Tuesday or Friday within ten business days of receipt
of the Participant's written sales request. Sales requests may be
accumulated by the Bank, but no sales transactions will be delayed
more than ten business days (except during dividend payment periods).
You will receive a check for the proceeds less any applicable
brokerage commissions and transfer and withholding taxes.
If a Participant disposes of all Shares registered in his name on the
books of the Corporation (other than by deposit of such Shares with
the Bank) his participation in the Plan may be terminated.
SHARE SAFEKEEPING
Plan Shares are held by the Bank for safekeeping at no charge. You
may also send certificates you hold as registered owner to the Bank
for safekeeping at no charge. Such Shares will be transferred to the
Bank or its nominee and credited to your account under the Plan.
Thereafter, such Shares will be treated in the same manner as Shares
purchased through the Plan, and may be transferred, sold or withdrawn
through the Plan in a convenient and efficient manner.
To deposit Share certificates with the Bank, you must complete and
return to the Bank, by registered, insured mail, the Share
certificates to be deposited, along with a written request to the Bank
to deposit such Shares. The certificates should not be endorsed.
Except as described below under "Gift/Transfer of Shares Within the
Plan", Shares held by the Bank may not be pledged or assigned. If you
wish to pledge or assign any such Shares, you must request that a
certificate for such Shares be issued in your name.
ISSUANCE OF CERTIFICATES
You may obtain a certificate for all or some of the whole Shares held
in your Plan account upon written request to the Bank or upon your
termination of your account under the Plan. Requests will be handled
at no charge to you. No fractional Share certificates will be issued.
Unless you terminate your Plan account, obtaining certificates will
not affect the reinvestment of dividends on such Shares.
GIFT/TRANSFER OF SHARES WITHIN THE PLAN
You can transfer the ownership of all or any whole number of your
Shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, by mailing to the Bank a
<PAGE> -9-
written request, along with an executed Stock Power, with signature
guaranteed by an eligible guarantor institution. Such institutions
generally include banks, brokers, dealers, credit unions, savings
associations and other entities which are members in good standing of
the Securities Transfer Agent's Medallion Program. The transferee
will automatically be enrolled in the Plan with 100% participation,
and will receive a statement showing the number of shares transferred
to and held in the transferee's Plan account. Stock Power Forms are
available upon request from the Bank.
VOTING OF SHARES HELD UNDER THE PLAN
You will receive proxy materials covering all Plan Shares credited to
your account and all Shares registered in your name outside of the
Plan as of the record date for any shareholder meeting. The Bank will
vote any whole Shares that it holds for you (including any
certificates deposited under the Plan) in accordance with the proxy
returned by you to the Bank.
REPORTS TO PARTICIPANTS
You will receive a statement after any transaction in your Plan
account showing the amount invested, the purchase price, the number of
Shares purchased, deposited, sold, transferred or withdrawn, the total
number of Shares accumulated and other information. The statement
will consolidate all Shares held for your Plan account or registered
in your name. You should retain these statements so as to be able to
establish the cost basis of Shares purchased under the Plan for income
tax and other purposes. Duplicate statements will be available from
the Bank.
You will receive copies of the same communications sent to all other
holders of Shares, including the Corporation's quarterly reports and
annual reports to shareholders and a notice of the annual meeting and
accompanying proxy statement. You will also receive the necessary tax
information for reporting dividends on Shares in your Plan account.
Since all notices, statements and reports from the Bank will be
addressed to your latest address of record, you must promptly notify
the Bank of any change of address.
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
Should the Corporation declare a stock split or any dividends in
Common Stock, all your Plan Shares would be eligible. Dividend or
split Shares distributed by the Corporation on Shares held by the Bank
for your Plan account will be added to your account. Dividend or
split Shares distributed on Shares registered in your name and held in
certificated form will be mailed directly to you in the same manner as
to shareholders who are not participating in the Plan.
<PAGE> -10-
Should the Corporation make available to holders of its Common Stock
any rights to purchase or receive additional Shares or other
securities, the Bank will sell such rights accruing to the Shares held
in your Plan account and will apply the net proceeds of such sale to
the purchase of Shares. However, the Corporation will, in advance of
a subscription offer (or if later, the date on which such rights trade
independently), inform each Participant that if the Participant does
not want the Bank to sell such rights, the Participant must transfer
all whole Shares held under the Plan to his own name by a given date.
The Participant may then exercise, transfer or sell the rights on such
Shares. In the event that rights issued by the Corporation are
redeemed prior to the date such rights trade independently, the Bank
shall invest the funds in additional Shares.
In the event that the Corporation distributes to its Shareholders any
securities (other than Shares or rights to purchase additional Shares
or other securities), such securities (other than fractional Shares
thereof) accruing to all Shares held by the Bank for each Participant
will be transferred to such Participant's own name. Such securities
will not be credited to the Participant's account or sold by the Bank
on the Participant's behalf.
CHANGE OR TERMINATION OF THE PLAN
The Corporation reserves the right to suspend, modify or terminate the
Plan at any time in whole, in part, or in respect of Participants in
one or more jurisdictions. Upon any whole or partial termination of
the Plan, certificates for whole Shares credited to an affected
Participant's account under the Plan will be issued to the Participant
and cash payment for fractional Shares will be made as provided in
"Termination," above.
TAX CONSEQUENCES OF PARTICIPATION
The Corporation believes the following is an accurate summary of the
federal tax consequences of participation in the Plan. You are
advised to consult your tax or financial advisor with respect to
federal, state, local and other tax laws that apply in your specific
situation.
Cash dividends paid to individuals, including those generated by
Shares held in the Plan, are generally subject to taxation in the year
paid. For federal tax purposes, there is no distinction between a
dividend paid in cash and a dividend reinvested according to the
instructions of a shareholder. In addition, the brokerage commissions
and fees paid by the Corporation on your behalf are treated as income
for U.S. tax purposes.
The price for Shares purchased under the Plan, increased by any
brokerage commissions or fees paid by the Corporation on your behalf,
is considered the cost basis for the Shares purchased. You should
<PAGE> -11-
retain this information, which you will need when you sell your
Shares.
In the case of foreign shareholders whose dividends are subject to
U.S. withholding tax or other Participants whose dividends are subject
to backup withholding, the Bank will reinvest dividends less the
amount of tax withheld. You are responsible for filing any
documentation required to obtain any reduction in the required
withholding tax.
DUTIES AND RESPONSIBILITIES
Neither the Corporation nor the Bank shall be liable hereunder for any
act done in good faith, or for any good-faith omission to act,
including, without limitation, any claim of liability: (a) arising
out of any such act or omission to act which occurs prior to the
termination of participation in the Plan; and (b) with respect to the
prices at which Shares are purchased or sold for the Participant's
account and the times such purchases or sales are made.
LEGAL OPINIONS
Legal matters concerning the Plan and the legality of the Common Stock
offered hereby have been passed upon for the Corporation by Schiff
Hardin & Waite, 7200 Sears Tower, Chicago, Illinois 60606. Lawrence
Block, a partner of Schiff Hardin & Waite, is the Secretary and a
shareholder of the Corporation.
EXPERTS
The consolidated financial statements of the Corporation and the
related consolidated financial statements schedules incorporated in
this Prospectus by reference from the Corporation's Annual Report on
Form 10-K for the year ended March 31, 1994, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated herein by reference (which reports
express an unqualified opinion and include an explanatory paragraph
relating to a change in the methods of accounting for postretirement
benefits other than pensions and accounting for income taxes) and have
been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
<PAGE> -12-
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, and, if given or made, such information
or representations must not be relied upon as having been authorized
by the Corporation or by any dealer or agent. This Prospectus shall
not constitute an offer to sell or a solicitation of any offer to buy
any of the securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
The delivery of this Prospectus at any time does not imply that
information herein is correct as of any time subsequent to the date
hereof.
VERSA TECHNOLOGIES, INC.
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . 2
VERSA TECHNOLOGIES, INC. . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 3
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN . . . . . . . . . . 3
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . 5
ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . 5
ENROLLMENT PROCEDURES . . . . . . . . . . . . . . . . . . . . 5
PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . 5
SOURCE AND PRICE OF SHARES . . . . . . . . . . . . . . . . . 7
WITHDRAWALS OR SALES OF SHARES FROM ACCOUNT . . . . . . . . . 7
TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 7
SHARE SAFEKEEPING . . . . . . . . . . . . . . . . . . . . . . 8
ISSUANCE OF CERTIFICATES . . . . . . . . . . . . . . . . . . 8
GIFT/TRANSFER OF SHARES WITHIN THE PLAN . . . . . . . . . . . 8
VOTING OF SHARES HELD UNDER THE PLAN . . . . . . . . . . . . 9
REPORTS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . . 9
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING . . . . . . . 9
CHANGE OR TERMINATION OF THE PLAN . . . . . . . . . . . . . . 10
TAX CONSEQUENCES OF PARTICIPATION . . . . . . . . . . . . . . 10
DUTIES AND RESPONSIBILITIES . . . . . . . . . . . . . . . . . 11
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11<PAGE>
