As filed with the Securities and Exchange Commission on December 8 1995
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
FORT HOWARD CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 2676 39-1090992
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
--------------------
</TABLE>
1919 South Broadway
Green Bay, Wisconsin 54304
(414) 435-8821
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------
FORT HOWARD CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
--------------------
JAMES W. NELLEN II
Vice President and Secretary
Fort Howard Corporation
1919 South Broadway
Green Bay, Wisconsin 54304
(414) 435-8821
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Number of Shares Offering Price Per Aggregate Registration
Securities to be Registered to be Registered(1) Share(2) Offering Price(2) Fee
- -------------------------------------------------------------------------------------------------
Common Stock par value $.01
per Share.................. 300,000 $20.38 $6,114,000.00 $2,108.28
=================================================================================================
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such additional shares of Common Stock to be offered or
issued to prevent dilution as a result of future stock dividends or stock splits.
(2) Pursuant to Rule 457(h) under the Securities Act, offering price per share is based on
$20.38 estimated solely for the purpose of calculating the amount of registration fee,
and is based on the average of the high and low prices of the Common Stock as reported by
Nasdaq on December 5, 1995, a date within five business days prior to the date of filing of
this Registration Statement.
/TABLE
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- -----------------------
*The information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of
Form S-8.
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 by reference in this Registration
Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
3. The description of the Company's Common Stock in the Company's
Registration Statement on Form 8-A, filed with the Commission on March 8,
1995, including any amendment or report filed for the purpose of updating
such description.
All documents and other reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
- 2 -
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides, in summary, that directors and officers of
Delaware corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that
no indemnification may be made against expenses in respect of any claim, issue
or matter as to which they shall have been adjudged to be liable to the
Corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
they are fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Any such indemnification may be made by the
Corporation only as authorized in each specific case upon a determination by
the shareholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable standard of conduct. The
Certificate of Incorporation and By-laws of the Company provide for
indemnification of its directors and officers to the fullest extent permitted
by Delaware law, as the same may be amended from time to time.
In addition, the Company maintains directors' and officers' liability
insurance.
The Company has entered into indemnification agreements ("Agreement")
with certain of its directors and officers (the "Indemnitee"). Each Agreement
provides that the Company will hold harmless and indemnify the Indemnitee
against all liabilities and will advance all expenses (as defined) incurred by
reason of the fact that the Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or is or was serving at the
request of the Company or for its benefit as a director, officer, employee or
agent of another enterprise, but only if the Indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful.
The right of indemnification and to receive advancement of expenses
pursuant to each Agreement is not exclusive of any other rights to which the
Indemnitee may at any time be entitled to under applicable law, the Company's
Certificate of Incorporation or By-Laws, any agreement, a vote of
shareholders, a resolution of the Company's Board of Directors or otherwise.
Each Agreement further provides that, to the extent that the Company maintains
a policy or policies providing directors' and officers' liability insurance,
the Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage available. The
Company is not liable to pay any amounts otherwise indemnifiable under an
Agreement to the extent that the Indemnitee has actually received payment
under any insurance policy, contract, agreement or otherwise; and, except as
provided in the Agreement, an Indemnitee is not entitled to indemnification or
advancement of expenses with respect to any proceeding or claim brought or
made by such Indemnitee against the Company.
- 3 -
Each Agreement terminates upon the later to occur of: (i) ten years after
the date that the Indemnitee ceases to serve as a director, officer, employee,
agent or fiduciary of the Company or of any other enterprise which the
Indemnitee served at the request or for the benefit of the Company and (ii)
the final termination of all pending proceedings in which the Indemnitee is
granted rights of indemnification under such Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4 Employee Stock Purchase Plan.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included as part of signature
page.
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) 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;
- 4 -
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration
Statement is on Form S-3 or Form S-8 and the information
required to be included in the 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 Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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.
(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, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of
such issue.
- 5 -
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 Green Bay, State of Wisconsin on the
6th day of December, 1995.
FORT HOWARD CORPORATION
By /s/Donald H. DeMeuse
---------------------
Donald H. DeMeuse
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James W. Nellen II and Kathleen J. Hempel, either of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him, and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Donald H. DeMeuse Director, Chairman of the Board December 6, 1995
- ---------------------- of Directors and Chief Executive
Donald H. DeMeuse Officer (principal executive officer)
/s/Kathleen J. Hempel Director, Vice Chairman December 6, 1995
- ---------------------- and Chief Financial Officer
Kathleen J. Hempel (principal financial officer)
/s/Michael T. Riordan Director, President and Chief December 6, 1995
- ---------------------- Operating Officer
Michael T. Riordan
/s/Donald Patrick Brennan Director December 6, 1995
- ----------------------
Donald Patrick Brennan
- 6-<PAGE>
/s/Frank V. Sica Director December 7, 1995
- ----------------------
Frank V. Sica
/s/Robert H. Niehaus Director December 6, 1995
- ----------------------
Robert H. Niehaus
/s/David I. Margolis Director December 6, 1995
- ----------------------
David I. Margolis
/s/Dudley J. Godfrey, Jr. Director December 6, 1995
- ----------------------
Dudley J. Godfrey, Jr.
/s/James L. Burke Director December 6, 1995
- ----------------------
James L. Burke
/s/Charles L. Szews Vice President and Controller December 6, 1995
- ---------------------- (principal accounting officer)
Charles L. Szews
- 7 -
INDEX TO EXHIBITS
Exhibit No. Description
4 Employee Stock Purchase Plan.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included as part of signature
page).
Exhibit 4
---------
FORT HOWARD CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. General
-------
The Fort Howard Corporation Employee Stock Purchase Plan (the "Plan")
offers a convenient and economical way for eligible employees of Fort Howard
Corporation (the "Company") to commence or increase their ownership of shares
of the Company's Common Stock. Once an employee is enrolled as a participant
in the Plan, his/her payroll deductions will be used to purchase shares of
Common Stock on the open market under the terms of the Plan. The participant
pays no brokerage commissions or service charges for purchases made under the
Plan. All brokerage commissions and service charges for purchases made under
the Plan will be paid by the Company.
2. Administration
--------------
The Company's Board of Directors ("Board") has assigned responsibility
for the operation and administration of the Plan to the Company's Chief
Executive Officer. The Chief Executive Officer, or a committee ("Committee")
appointed by the Chief Executive Officer, shall supervise and administer the
Plan and shall have full power to adopt, amend and rescind any rules or
procedures deemed desirable and appropriate for the administration of the Plan
and not inconsistent with the Plan, to construe and interpret the Plan, and to
make all other determinations necessary or advisable for the administration of
the Plan. The Chief Executive Officer, or the Committee, shall retain a
broker ("Broker") to facilitate the purchase of Common Stock under the Plan
and a recordkeeper ("Recordkeeper") to maintain individual participant records
under the Plan.
If an eligible employee decides to participate in the Plan, the
Recordkeeper will keep a continuous record of his/her participation and send
him/her a statement of his/her account under the Plan following the end of
each calendar quarter. The Broker will hold and act as custodian of shares
purchased under the Plan. Except as described herein, certificates for shares
purchased under the Plan will not be issued to participants. The number of
shares credited to a participant's account under the Plan will be shown on
his/her statement of account.
3. Eligibility
-----------
As of January 1, 1996, the effective date of the Plan, all employees of
the Company and of any subsidiary corporation, except for limited term
employees, students, and those employees who are subject to the provisions of
Section 16 of the Securities Exchange Act of 1934, are eligible to participate
in the Plan. There is no minimum length of service required to participate.
4. Election To Participate
-----------------------
An eligible employee may join the Plan by completing the Authorization
Card provided by the Company and returning it to the Recordkeeper.
Authorization Cards will be furnished to eligible employees at any time upon
request to the Company. Participation in the Plan is completely voluntary and
eligible employees may join the Plan at any time.
5. Payroll Deductions
------------------
The Authorization Card directs the Company to deduct a certain amount,
after tax, from each paycheck and to pay to the Broker the amount withheld
from the participant's paycheck. The Authorization Card also directs the
Broker to use these payments to purchase shares of Common Stock.
After an Authorization Card has been received by the Recordkeeper and the
authority for the payroll deductions has been noted on the Company's payroll
records, the Company will withhold from a participant's paycheck the amount
authorized by the participant. The withholding will be made in equal amounts
each month from each paycheck. The amounts withheld from all participants'
paychecks will be aggregated by the Company and forwarded once a month to the
Broker, who will buy shares of Common Stock on the open market for the
accounts of all participants under the Plan. The Company will also forward
dividends on shares acquired through the Plan to the Broker for acquisition of
additional shares of Common Stock for participants.
The payroll deduction authorizations are effective for an indefinite
period of time, until changed by the participant. If a participant is an
employee who is restricted in his or her purchases or sales of the Company's
securities, the timing of any changes will be subject to the Company's
securities trading policies. The participant will specify on the
Authorization Card the amount to be withheld from each paycheck. Deductions
may be authorized in any dollar amount from a minimum of $5.00 per paycheck to
a maximum annual deduction of 10% of the participant's annualized base pay,
determined as of January 1 of each year. No interest will be paid on payroll
deduction amounts held by the Broker pending investment in shares of Common
Stock.
The amount of a participant's payroll deductions can be revised, changed
or terminated by the participant at any time by written notice to the
Recordkeeper. An Authorization Card should be used for these purposes.
Commencement, revision or termination of deductions will become effective as
soon as practicable after an employee's request is received by the
Recordkeeper.
6. Purchase Date and Price
-----------------------
The Broker shall purchase the shares on the Nasdaq/National Market System
on the first business day of each month ("Investment Date") unless the Broker
deems it impractical to do so considering market conditions and/or applicable
laws and regulations, in which case the Investment Date shall be such other
purchase date as is selected by the Broker. The price at which the Broker
will be deemed to have acquired shares for the participants' accounts will be
the average price paid for all shares purchased by the Broker on the
Investment Date.
7. Number of Shares Purchased
--------------------------
On each Investment Date, accumulated payroll deductions from all
participants will be aggregated and used to purchase shares of Common Stock
- 2 -
for the accounts of the participants. The maximum number of whole shares will
be purchased. Any payroll deductions remaining after purchase of such maximum
number of whole shares will be retained and applied to the purchase of shares
on the next Investment Date. The Broker will advise the Recordkeeper of the
number of shares of Common Stock acquired and the prices at which they were
acquired. Each participant's account will be credited with his/her pro rata
share of the shares purchased and any additional payroll deductions which have
been accumulated. The number of shares credited to each participant's account
will depend on the amount of the participant's payroll deductions and the
price of the shares determined as provided above.
8. Fees and Expenses
-----------------
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan. Certain charges associated with the issuance
of certificates and/or the sale of shares may be incurred upon a participant's
automatic termination of participation in the Plan, withdrawal from the Plan,
or upon termination of the Plan.
9. Withdrawal
----------
A participant may withdraw from the Plan at any time; provided that
participants may only make partial withdrawals by selling their shares. To
withdraw from the Plan, a participant must notify the Recordkeeper in writing
of his/her withdrawal. An Authorization Card should be used for this purpose.
In the event a participant withdraws from the Plan, certificates for whole
shares credited to the account of the withdrawing participant will, upon
request to the Recordkeeper, be delivered by the Recordkeeper to the
participant and a cash payment will be made for the sale price (less brokerage
commission and transfer taxes, if any) of any fractional share interest and
any additional payroll deductions credited to the account of the withdrawing
participant. As alternatives to receiving certificates for whole shares, a
participant may request the Broker to (i) maintain his/her account under the
Plan, (ii) sell all of the shares held in his/her account under the Plan,
(iii) distribute a number of whole shares in the form of certificates and to
sell all of the remaining shares held in his/her account. The proceeds from
any sale, less any brokerage commissions and any transfer taxes, will be
remitted to the participant. Sale requests may be accumulated and sales
transactions, if necessary, will occur at least every twenty-five business
days. If a participant is an employee who is restricted in his or her
purchases or sales of the Company's securities, such participant's withdrawals
involving a sale of shares will be subject to the Company's securities trading
policies.
If a request to withdraw is received by the Recordkeeper at least five
business days prior to any Investment Date, the amount of the participant's
payroll deductions which would otherwise have been invested on such Investment
Date will be repaid to him/her as soon as practicable. If a request to
withdraw is received by the Recordkeeper within five business days prior to
any Investment Date, the amount of the payroll deductions scheduled to be
invested on such Investment Date will be so invested. In either event, no
subsequent payroll deductions will be made from the paychecks of the employee,
unless he/she completes a new Authorization Card providing for such
deductions.
- 3 -
10. Automatic Termination of Participation
--------------------------------------
Upon the death or termination of a participant's employment with the
Company other than for retirement on or after attaining age 55, the
participant shall no longer be eligible to continue his/her participation in
the Plan. As soon as practicable following the date of the participant's
death, retirement, or other termination of employment, certificates for whole
shares credited to the account of the participant will be delivered to the
participant, or the participant's estate as the case may be, along with a cash
payment for the sale price (less brokerage commission and transfer taxes, if
any) of any fractional share interest and any payroll deductions credited to
the participant's account. Alternatively, the participant, or the
participant's estate, may elect to receive a number of whole shares in the
form of certificates and have the Broker sell all of the remaining shares held
in the participant's account or to have the Broker sell all of the stock held
in the participant's account. The proceeds from any sale, less any brokerage
commissions and any transfer taxes, will be remitted to the participant or the
participant's estate, as the case may be.
11. Voting and Tendering of Shares
------------------------------
Each participant will have authority to direct the Recordkeeper in the
manner of voting the number of whole shares held in his/her account. The
aggregate number of remaining shares representing fractional share interests
under all participants' accounts shall be voted by the Recordkeeper in its
sole discretion.
In the event that a tender offer occurs with respect to shares held under
the Plan, the Recordkeeper shall give each participant the opportunity to
direct, on a confidential basis, whether the whole shares held in his/her
account shall be tendered. The Broker shall tender fractional shares as
nearly as possible in the same proportion as whole shares.
Wholes shares as to which no direction is received from participants will
be voted or tendered as the case may be by the Recordkeeper in its sole
discretion.
12. Cash Dividends
--------------
Cash dividends paid on shares credited to a participant's account will be
credited to the participant's account as soon as practicable following the
dividend payment date and will be invested in the same manner as payroll
deductions. Dividend amounts payable to participants will be rounded to the
nearest whole cent in the case of fractional share interests.
13. Stock Dividends, Stock Splits, or Rights Offering
-------------------------------------------------
Any shares distributed by the Company as a stock dividend on shares
credited to a participant's account under the Plan, or upon any split of such
shares, will be credited to the participant's account. If the Company
distributes rights to purchase additional shares, debentures or other
securities, the Broker will sell the rights received for a participant's
account and purchase additional shares of Common Stock for the participant's
account.
- 4-
14. Amendment and Termination
-------------------------
Although the Company intends to continue the Plan indefinitely, the
Company, through its Chief Executive Officer, reserves the right to amend,
suspend, modify or terminate the Plan at any time. Any such amendment,
suspension, modification or termination shall not affect a participant's right
to shares of Common Stock already purchased for him/her (except that the
Company may take any action necessary to comply with applicable law). Upon
the termination of the Plan, certificates for whole shares credited to the
accounts of all participants will be delivered by the Recordkeeper to the
participants and a cash payment will be made for the sale price (less
brokerage commission and transfer taxes, if any) of any fractional share
interests and any additional payroll deductions credited to the accounts of
the participants.
15. Reports
-------
Each participant will receive a statement of his/her account status
following the end of each calendar quarter. Participants will also receive
annual reports, proxy statements and other information furnished to holders of
Common Stock. Participants will receive information necessary for reporting
income realized by them under the Plan.
16. Withholding
-----------
All amounts deducted from paychecks will be made on an after-tax basis.
17. Limitation on Purchase
----------------------
No Common Stock may be purchased under this Plan unless and until (i) a
registration statement under the Securities Act of 1933, as amended, has been
duly filed and declared effective pertaining to such Common Stock and such
Common Stock shall have been qualified under applicable state "blue sky" laws,
or (ii) the Committee in its sole discretion determines that such registration
and qualification are not required as a result of the availability of an
exemption from such registration and qualification.
Approved December 6, 1995
/s/ James W. Nellen II
- -----------------------
Vice President and Secretary
- 5 -
Exhibit 23
----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 31,
1995, included in Fort Howard Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
December 6, 1995.
