SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
American Resources of Delaware, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
029626 U 30 8
(CUSIP Number)
David E. Schwartz, Esq.
Secretary
TECO Energy, Inc.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
with a copy to:
David R. Pokross, Jr.
Palmer & Dodge LLP
One Beacon Street
Boston, MA 02110
(617) 573-0100
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
October 1, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. /__/
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
(1) The remainder of this cover page shall be filled out for a
reporting person s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 ( Act ) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).<PAGE>
CUSIP No. 02926 U 30 8 13D Page 2 of 11 pages
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECO Oil & Gas, Inc.
- ----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
- ----------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- ----------------------------------------------------------------
7. SOLE VOTING POWER
Number of 1,624,263
Shares -----------------------------
Beneficially 8. SHARED VOTING POWER
Owned By 0
Each -----------------------------
Reporting 9. SOLE DISPOSITIVE POWER
Person 1,624,263
-----------------------------
10. SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,624,263
- ----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /__/
Not Applicable
- ----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- ----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------<PAGE>
CUSIP No. 02926 U 30 8 13D Page 3 of 11 pages
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECO Energy, Inc.
- ----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
- ----------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- ----------------------------------------------------------------
7. SOLE VOTING POWER
Number of 1,624,263
Shares -----------------------------
Beneficially 8. SHARED VOTING POWER
Owned By 0
Each -----------------------------
Reporting 9. SOLE DISPOSITIVE POWER
Person 1,624,263
-----------------------------
10. SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,624,263
- ----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /__/
Not Applicable
- ----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- ----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------<PAGE>
CUSIP No. 02926 U 30 8 13D Page 4 of 11 pages
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $0.00001 par
value per share, of American Resources of Delaware, Inc. ( ARD ).
The address of ARD s principal executive office is 160 Morgan Street,
Versailles, Kentucky 40383.
Item 2. Identity and Background.
This Schedule 13D is being filed by TECO Oil & Gas, Inc. ( TOG )
and TECO Energy, Inc. ( TECO ), each of which is a Florida
corporation. TECO directly owns 100% of the capital stock of TOG. A
joint statement on Schedule 13D is being filed by TOG and TECO
because TECO may be deemed to beneficially own capital stock of ARD
stock beneficially owned by TOG by virtue of TECO s ownership of the
capital stock of TOG. The principal business and office addresses of
TOG and TECO are 702 North Franklin Street, Tampa, Florida 33602.
TOG previously engaged in the exploration and development of
conventional gas and oil but substantially discontinued operations
during 1998. TECO is an electric and gas utility holding company with
important diversified activities.
The name, principal occupation, business address and citizenship
of each of the executive officers and directors of TOG and TECO are
set forth on Schedule I hereto.
During the last five years neither TOG nor TECO, nor any of
their executive officers or directors, have been (i) convicted in a
c r i minal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in or
subjected TOG or TECO to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 below, pursuant to the terms
of the Warrant (as defined below), TOG possesses the right, subject
to certain conditions precedent, to purchase shares of ARD Common
Stock. To date, TOG has not exercised any rights under the Warrant.
In the event that TOG does exercise any rights under the Warrant to
purchase shares of ARD Common Stock, it expects to fund such purchase
with working capital.
Item 4. Purpose of Transaction.
On March 5, 1998, a wholly owned subsidiary of ARD purchased
certain offshore assets of TOG. A portion of the consideration paid
for such assets consisted of a promissory note in the amount of
$18,500,000 issued by ARD in favor of TOG (the Note ). The Note
bore interest at an initial rate of ten percent per annum.
Commencing July 1, 1998, subject to limitations imposed by law, the
interest rate increased, and will continue to increase, by two
hundred basis points each quarter up to a maximum interest rate of 18
percent. The Note matured on October 1, 1998 and is secured by a lien
on all properties of ARD and its subsidiaries.<PAGE>
CUSIP No. 02926 U 30 8 13D Page 5 of 11 pages
As an inducement to TOG to accept the Note, ARD and TOG entered
into a warrant agreement (the Warrant Agreement ) granting TOG a
common stock purchase warrant (the Warrant ). A copy of each of the
Warrant Agreement and the Warrant are filed as Exhibits 2 and 3
hereto, respectively, and are by this reference incorporated herein.
Because the Note was not paid in full on or before October 1, 1998,
TOG has the right under the Warrant to purchase 600,000 shares of ARD
Common Stock at a price per share of $2.67. Additionally, TOG has
the right under the Warrant to purchase, at a price per share of
$0.0001, shares of ARD Common Stock equal to (i) ten percent of the
shares of ARD Common Stock outstanding on the date of exercise, (ii)
an additional five percent of the shares of ARD Common Stock
outstanding on the date of exercise, if the Note is not paid by
January 1, 1999 and (iii) an additional five percent of the shares of
ARD Common Stock outstanding on the date of exercise, if the Note is
not paid by April 1, 1999. The Warrant expires on July 1, 1999.
Because of its default on the Note, ARD is obligated under the
Warrant Agreement to increase the number of members of its board of
directors by two, and TOG has the right to designate individuals to
fill such positions. Under the Warrant Agreement, ARD has also
agreed, while the Note remains unpaid, to take all actions within its
control to maintain such individuals as directors of ARD. As of the
date of this Schedule 13D, TOG has not exercised its right to
designate two directors of ARD, but reserves its right to do so.
Except as set forth herein, neither TOG nor TECO has any present
plans, arrangements or understandings that relate to or would result
in:
(i) the acquisition by any person of additional securities
of ARD, or the disposition of securities of ARD;
(ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving ARD or any of its
subsidiaries;
(iii) a sale or transfer of a material amount of assets of ARD
or of any of its subsidiaries;
(iv) any change in the present board of directors or
management of ARD, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(v) an material change in the present capitalization or
dividend policy of ARD;
(vi) any other material change in ARD s business or corporate
structure, including but not limited to, if ARD is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(vii) c h anges in ARD s charter, bylaws or instruments
c o rresponding thereto or other actions which may impede the
acquisition of control of ARD by any person;<PAGE>
CUSIP No. 02926 U 30 8 13D Page 6 of 11 pages
(viii) causing a class of securities of ARD to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(ix) a class of equity securities of ARD becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933, as amended; or
(x) any action similar to any of those enumerated above.
TOG and TECO expect to evaluate on a continuing basis their
goals and objectives, other business opportunities available to them,
and general economic and equity market conditions, as well as ARD s
business operations and prospects. Based on such evaluations, from
time to time in the future, TOG may determine to exercise all or a
portion of the Warrant. Either TOG or TECO may acquire additional
shares of ARD capital stock, and TOG may dispose of any shares of ARD
Common Stock issued to TOG upon exercise of the Warrant in the open
market or in privately negotiated transactions at varying prices.
Item 5. Interest in Securities of Issuer.
(a) TOG beneficially owns approximately 1,624,263 shares of ARD
Common Stock, consisting entirely of shares issuable under the
Warrant described in Item 4. The Warrant is currently exercisable for
(i) 600,000 shares, plus (ii) ten percent of the shares of ARD Common
Stock outstanding on the date of exercise. Currently, such
additional ten percent equals approximately 1,024,263 shares, based
on 10,242,632 shares of ARD Common Stock outstanding on June 30, 1998
as reported in ARD s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998. The aggregate total of 1,624,263 shares of ARD
Common Stock beneficially owned by TOG represents 13.7% of the
10,242,632 shares of ARD Common Stock outstanding on June 30, 1998,
computed in accordance with Rule 13d-3 of the Act. TECO may, by
virtue of its ownership of the capital stock of TOG, be deemed to
beneficially own the shares of ARD Common Stock beneficially owned by
the TOG.
(b) In the event TOG were to purchase any shares of ARD Common
Stock covered by the Warrant, TOG would have sole voting and
investment power over such shares.
(c) Neither TOG nor TECO, nor to the best of their knowledge,
any of the individuals named in Schedule I hereto, has effected any
transaction in ARD Common Stock during the past 60 days.
(d) Neither TOG nor TECO, nor to the best of their knowledge,
any of the individuals named on Schedule I attached hereto, has or
knows any other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, any shares of ARD Common Stock beneficially owned by TOG.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of Issuer.<PAGE>
CUSIP No. 02926 U 30 8 13D Page 7 of 11 pages
T h e Warrant Agreement provides that, under certain
circumstances, ARD will file a registration statement covering the
Warrant and/or any of the shares of ARD Common Stock issuable upon
its exercise and use its best efforts to cause such registration
statement to become effective and remain effective for up to 180
days. Additionally, TOG has certain piggy-back registration
rights. There are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 or between such
persons and any other person with respect to the Common Stock of ARD,
other than as referred to herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Agreement as to Joint Filing of Schedule 13D.
Exhibit 2. Warrant Agreement dated as of March 5, 1998,
between American Resources of Delaware, Inc. and
TECO Oil & Gas, Inc. (Filed as Exhibit 10.91 to
Amendment No. 1 ARD s Current Report on Form 8-K
(File No. 0-21472) dated as of March 5, 1998 and
incorporated herein by reference.)
Exhibit 3. Warrant issued by American Resources of Delaware,
Inc. in favor of TECO Oil & Gas, Inc.<PAGE>
CUSIP No. 02926 U 30 8 13D Page 8 of 11 pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned corporations certifies that the
information set forth in this statement is true, complete and
correct.
October 8, 1998
TECO OIL & GAS, INC.
By /s/ Royston K. Eustace
Royston K. Eustace
President
TECO ENERGY, INC.
By /s/ Royston K. Eustace
Royston K. Eustace
Senior Vice President-Business
Development<PAGE>
CUSIP No. 02926 U 30 8 13D Page 9 of 11 pages
SCHEDULE I
Directors and Executive Officers of TECO Oil & Gas, Inc. and TECO
Energy, Inc.
The name and present principal occupation or employment of each
of the directors and executive officers of TECO Oil & Gas, Inc. and
TECO Energy, Inc. are set forth below. Unless indicated otherwise,
each individual listed below has a business address of TECO Plaza,
702 North Franklin Street, Tampa, Florida 33602, and is a citizen of
the United States of America.
TECO Oil & Gas, Inc.
* Royston K. Eustace * Gordon L. Gillette
President Vice President and
(Mr. Eustace is a citizen of both Treasurer
Canada and the United Kingdom.)
* Alan D. Oak
TECO Energy, Inc.
* Girard F. Anderson * Sara L. Baldwin
President, Chief Executive
Officer and Chairman of the
Board * H.L. Culbreath
Gordon L. Gillette
Vice President-Finance and
Chief and Chief Financial * James L. Ferman, Jr.
Officer Ferman Motor Car
Company, Inc.
Alan D. Oak 1306 W. Kennedy Blvd.
Executive Vice President and Tampa, FL 33606
Chief Operating Officer
William N. Cantrell * Edward L. Flom
President-People Gas Companies
Roger A. Dunn
Vice President Human Resources * Henry R. Guild, Jr.
Northeast Investment
Royston K. Eustace 50 Congress Street, Room
Senior Vice President-Business 1020
Development Boston, MA 02109
Roger H. Kessel * Tom L. Rankin
Senior Vice President-Legal and 101 E. Kennedy Blvd.
Regulatory Affairs and General Suite #3460
Counsel Tampa, FL 33602
* C.D. Ausley
Ausley & McMullen
P.O. Box 391 (Zip: 32303)
227 South Calhoun Street
Tallahassee, FL 32301<PAGE>
CUSIP No. 02926 U 30 8 13D Page 10 of 11 pages
* Robert L. Ryan * William P. Sovey
Medtronic, Inc. Newell Co.
7000 Central Avenue N.E. One Millington Road
Minneapolis, MN 55432-3576 Beloit, WI 53511
* J.T. Touchton * John A. Urquhart
The Witt-Touchton Company John A. Urquhart
One Tampa City Center Associates
Suite 3405 111 Beach Road
Tampa, FL 33602 Fairfield, CT 06430
* James O. Welch, Jr
200 DeForest Avenue
East Hanover, NJ 07936-1944
_________________
* Director<PAGE>
CUSIP No. 02926 U 30 8 13D Page 11 of 11 pages
EXHIBIT INDEX
Exhibit Description
1. Agreement as to Joint Filing of Schedule 13D.
2. Warrant Agreement dated as of March 5, 1998, between
American Resources of Delaware, Inc. and TECO Oil &
Gas, Inc. (Filed as Exhibit 10.91 to Amendment No. 1
ARD s Current Report on Form 8-K (File No. 0-21472)
dated as of March 5, 1998 and incorporated herein by
reference.)
3. Warrant issued by American Resources of Delaware, Inc.
in favor of TECO Oil & Gas, Inc.<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms that it is individually
eligible to use Schedule 13D, and agrees that this Schedule 13D is
filed on its behalf.
` Date: October 8, 1998
TECO ENERGY, INC.
By /s/ Royston K. Eustace
Royston K. Eustace
Senior Vice President-Business
Development
TECO OIL & GAS, INC.
By /s/ Royston K. Eustace
Royston K. Eustace
President
<PAGE>
EXHIBIT 3
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON
STOCK OR OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933. ANY SALE PURSUANT TO CLAUSE (ii) OF THE
PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH
SALE.
THE TRANSFER OR EXCHANGE OF THE WARRANT AND COMMON STOCK UNDERLYING
SUCH WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN
ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
No.1 Warrant Warrant
VOID AFTER 5:00 P.M. FLORIDA TIME
ON July 1, 1999
AMERICAN RESOURCES OF DELAWARE, INC.
WARRANT CERTIFICATE
THIS CERTIFIES THAT for value received TECO Oil and Gas, Inc.,
the registered holder hereof or registered assigns (the "Warrant
Holder"), is the owner of the Warrant set forth above, which entitles
the owner thereof to purchase certain percentages of the authorized
and outstanding shares of the Common Stock as set forth in the
Warrant Agreement, par value $0.0001 per share (the "Common Stock"),
of American Resources of Delaware, Inc. a Delaware corporation (the
"Company"), at the purchase price of $0.0001 per share (the "Exercise
P r ice"), and an additional 600,000 shares of authorized and
outstanding shares of Common Stock of American Resources of Delaware,
Inc. a Delaware corporation, at the purchase price of $2.67 (the
"Additional ARI Shares" and together with the Exercise Price, the
"Purchase Price"), subject to adjustment as described in the Warrant
Agreement referred to below on such dates and in such amounts as
described in the Warrant Agreement. The Warrant Holder may pay the
Purchase Price in cash, or by certified or official bank check.
This Warrant Certificate is subject to, and entitled to the
benefits of, all of the terms, provisions and conditions of an
agreement dated March 5, 1998 (the "Warrant Agreement") between the
Company and TECO Oil & Gas, Inc., which Warrant Agreement is hereby
incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities
hereunder of the Company and the Warrant Holder. Copies of the
Warrant Agreement are on file at the principal office of the Company.<PAGE>
The Warrant Holder hereof may be treated by the Company and all
other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise
the rights represented hereby, or to the transfer hereof on the books
of the Company, any notice to the contrary notwithstanding, and until
such transfer on such books, the Company may treat the Warrant Holder
hereof as the owner for all purposes.
The Warrant Certificate, upon surrender at the principal office
of the Company, may be exchanged for another Warrant Certificate of
like tenor and date evidencing a Warrant entitling the Warrant Holder
to purchase a like aggregate number of shares of Common Stock as the
Warrant evidenced by the Warrant Certificate surrendered entitled to
such Warrant Holder to purchase. If this Warrant Certificate shall
be exercised in part, the Warrant Holder shall be entitled to receive
upon surrender hereof, another Warrant Certificate evidencing the
portion of the Warrant not exercised.
No fractional shares of Common Stock will be issued upon the
exercise of the Warrant evidenced hereby, but in lieu thereof a cash
payment will be made, as provided in the Warrant Agreement.
Neither the Warrant nor the Warrant Certificate entitles the
Warrant Holder hereof to any of the rights of a stockholder of the
Company except as set forth in the Warrant Agreement.
This Warrant shall be deemed to be a contract made under and
shall be construed in accordance with and governed by the laws of the
State of Delaware, without giving effect to principles of conflicts
of law, and, with respect to usury, the laws of any other
jurisdiction whose laws may be applicable pursuant to the provisions
of Title 12, Section 85 of the United States Code.<PAGE>
IN WITNESS WHEREOF, American Resources of Delaware, Inc. has
caused the signature of its Vice President and Secretary to be
printed hereon and its corporate seal to be printed hereon.
AMERICAN RESOURCES OF DELAWARE,
INC., a Delaware corporation
By:
Name: David J. Stetson
Title: General Counsel
Attest:
____________________________________<PAGE>
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, ____________ hereby sells, assigns and
transfers unto ____________ the within Warrant Certificate, together
with all right, title and interest therein, and does hereby
i r revocably constitute and appoint ____________, attorney, to
transfer said Warrant Certificate on the books of the within-named
Company, with full power of substitution in the premises.
Dated: ______________, 19___
__________________________________________
NOTE: The above signature should
correspond exactly with the name on the
face of this Warrant Certificate.<PAGE>
PURCHASE FORM
(To be executed upon exercise of Warrant). To American
Resources of Delaware, Inc.:
The undersigned hereby irrevocably elects to exercise the right
of purchase represented by the Warrant Certificate for, and to
purchase thereunder, _____ shares of Common Stock, as provided for
therein, and tenders herewith payment of the purchase price in full
in the form of cash or a certified or official bank check in the
amount of $__________.
Please issue a certificate or certificates for such shares of
Common Stock in the name of, and pay any cash for any fractional
share to:
Name:
(Please Print Name, Address
and Social Security No.)
Signature:
NOTE: The above signature should
correspond exactly with the name
on the face of this Warrant
Certificate or with the name of
assignee appearing in the
assignment form below.
And, if said number of shares shall not be all the shares purchasable
under the within Warrant Certificate, a new Warrant Certificate is to
be issued in the name of said undersigned for the balance remaining
of the shares purchasable thereunder less any fraction of a share
paid in cash.
Dated: _______________, 19___ Signature:
Please Print Name<PAGE>
