<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Amendment No. 1 to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
CIMCO, Inc.
(Name of Subject Company)
Hanwest, Inc.
and
M.A. Hanna Company
(Bidders)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
171842107
(CUSIP Number of class of Securities)
John S. Pyke, Jr.
Vice President, General Counsel and Secretary
M.A. Hanna Company
Suite 36-5000
200 Public Square
Cleveland, Ohio 44114
(216) 589-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
Copies to:
Lyle G. Ganske, Esq. Nick E. Yocca, Esq.
Jones, Day, Reavis & Pogue Stradling, Yocca, Carlson &
North Point Rauth, P.C.
901 Lakeside Avenue 660 Newport Center Drive
Cleveland, Ohio 44114 Suite 1600
(216) 586-3939 Newport Beach, California 92660
(714) 725-4000
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") and the Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission on December 27, 1995 by
Hanwest, Inc., a Delaware corporation (the "Purchaser"), and M.A. Hanna Company,
a Delaware corporation, as bidders, with respect to the Purchaser's offer to
purchase all of the outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of CIMCO, Inc., a Delaware corporation (the "Company"), at
$10.50 per share net to the seller in cash.
Except as otherwise indicated herein, the information set forth in the
Schedule 14D-1 and the Schedule 13D remains unchanged and each capitalized term
used herein and not defined shall have the meaning ascribed to such term in the
Schedule 14D-1 and the Schedule 13D.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended by adding the following
statement:
(f) On January 5, 1996, the Purchaser distributed to persons who are
participants in the Company's Employee Stock Ownership Plan and 401(k) Plan
certain information regarding the Offer and their rights with respect to the
Offer. Copies of the materials distributed to these participants are included
as Exhibits hereto and are incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Form of Letter to Participants in CIMCO Employee Stock
Ownership Plan.
(a)(10) Form of Letter to Participants in CIMCO and Subsidiaries
401(k) Plan.
PAGE 2 OF 5
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 1996
HANWEST, INC.
By: /s/ J.S. PYKE, JR.
--------------------------------------
Name: J.S. Pyke, Jr.
Title: Vice President and Secretary
PAGE 3 OF 5
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 1996
M.A. HANNA COMPANY
By: /s/ J.S. PYKE, JR.
----------------------------------------
Name: J.S. Pyke, Jr.
Title: Vice President, General
Counsel and Secretary
PAGE 4 OF 5
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(9) Form of Letter to Participants in CIMCO Employee Stock
Ownership Plan.
(a)(10) Form of Letter to Participants in CIMCO and Subsidiaries 401(k)
Plan.
PAGE 5 OF 5
<PAGE>
[LETTERHEAD OF CIMCO, INC.]
LETTER TO PARTICIPANTS
IN THE CIMCO EMPLOYEE STOCK OWNERSHIP PLAN
OFFER TO PURCHASE CIMCO, INC. COMMON STOCK
We are enclosing materials being sent to all stockholders of CIMCO,
Inc., a Delaware corporation (the "Company"), relating to a tender offer by
Hanwest, Inc., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of M.A. Hanna Company, a Delaware corporation, to purchase all
outstanding shares of common stock, $.01 par value per share (the "Common
Stock"), including any associated preferred stock purchase rights (collectively,
the "Shares"), of the Company, for $10.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in its
Offer to Purchase dated December 27, 1995 (the "Offer to Purchase") and in the
related Letter of Transmittal, which together constitute the "Offer." The Offer
is made only pursuant to the Offer to Purchase and the Letter of Transmittal,
copies of which are enclosed for your information.
PLEASE NOTE THAT PURSUANT TO THE PLAN (AS DEFINED BELOW), THESE MATERIALS
ARE BEING DELIVERED TO PERSONS PARTICIPATING IN THE PLAN AS OF APRIL 1994
30, 1995. IF YOU NO LONGER PARTICIPATE IN THE PLAN AND HAVE RECEIVED THE
ENTIRE BALANCE OF YOUR ACCOUNT (AS DEFINED BELOW), PLEASE DISREGARD THESE
MATERIALS. IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATUS AS A
PARTICIPANT IN THE PLAN, PLEASE CONTACT KEN HASTINGS AT THE COMPANY AT
714-546-4460, EXTENSION 279.
Under the terms of the CIMCO Employee Stock Ownership Plan (the
"Plan") and the CIMCO Employee Stock Ownership Trust Agreement (the "Trust"),
Shares owned by the Plan are held by Union Bank, the Trustee under the Plan and
Trust ("Trustee"), for the benefit of participants of the Plan. This means that
instead of direct ownership of Shares, you, through your account under the Plan
and Trust (the "Account"), have an undivided interest in the Shares owned by the
Trustee, that is, you are a "beneficial" stockholder. Since you are a
beneficial owner of Shares, a copy of the Company's offering materials to its
stockholders is being sent to you. You are urged to examine these materials
carefully. The enclosed Letter of Transmittal, which direct stockholders are to
use, has been enclosed for your information only and cannot be used to tender
Shares held under the Plan.
If you are also a direct stockholder of the Company, you will
receive under separate cover another copy (or copies) of the offering materials
which should be used to tender Shares you own directly if you should choose to
do so.
Only the Trustee can tender Shares owned by the Plan and Trust ("Plan
Shares"). The Plan and Trust provide for a pass through to participants of the
decision whether to tender Plan Shares. This letter describes how the Offer
affects your interest under the Plan and sets forth the special procedures that
must be followed in order for you to give valid and timely directions to the
Trustee. AS A PARTICIPANT IN THE PLAN, YOU CAN HAVE SHARES ALLOCATED TO YOUR
ACCOUNT UNDER THE PLAN ("ALLOCATED SHARES") TENDERED ONLY BY FOLLOWING THESE
INSTRUCTIONS. THE TENDER OF ANY OF THESE SHARES WILL NOT RESULT IN A DIRECT
PAYMENT TO YOU; RATHER, PAYMENT WILL BE RECEIVED BY THE TRUSTEE AND WILL AFFECT
YOUR INTEREST IN THE PLAN, AS DESCRIBED BELOW. YOU ALSO MAY DIRECT THE TRUSTEE
NOT TO TENDER OR TO WITHDRAW ANY TENDER YOU HAVE DIRECTED IT TO MAKE.
<PAGE>
Before making a decision, you should read carefully the materials in
the enclosed Offer to Purchase and the Tender Instruction Form. The trustee,
Union Bank, makes no recommendation as to whether to tender or to refrain from
tendering.
The Offer is conditioned upon, among other things, the holders of at
least a majority of the Shares (on a fully diluted basis) tendering such Shares
pursuant to the Offer (the "Minimum Condition"). See Section 15 of the Offer to
Purchase for a description of the conditions to the Offer. If the Minimum
Condition and the other conditions to the Offer are satisfied and the Purchaser
consummates the Offer, the Company will be merged with and into the Purchaser,
with the Company as the surviving corporation. In connection with the merger,
any Shares that are not tendered in the Offer will be converted automatically
into the right to receive $10.50 per Share, except for Shares held by any holder
which exercises its appraisal rights pursuant to Section 262 of the Delaware
General Corporation Law (see Sections 10 and 16 of the Offer to Purchase). The
Offer to Purchase discusses these matters in detail.
The Trustee will tender Allocated Shares upon the direction of Plan
participants on the enclosed Tender Instruction Form. If you take no action,
none of your Allocated Shares will be tendered by the Trustee. Any Unallocated
Shares held in the Plan and Trust will be tendered or not tendered in accordance
with the directions of the ESOP Committee. It is very important that you read
all of the enclosed materials and follow the instructions carefully if you wish
to direct the Trustee whether to tender any of your Allocated Shares. THE
TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO DIRECT IT TO
TENDER PLAN SHARES AND WILL NOT DISCLOSE IT TO THE COMPANY.
The cash that is paid for the tendered Allocated Shares will be held
by the Trustee in a money market fund pending reinvestment by the Trustee
pursuant to the Plan.
During the Offer period (and thereafter for so long as legal
restrictions apply), the Trustee will not execute any transactions under the
Plan including purchasing any Shares for the Plan. Instead, the Trustee will
accumulate any of your contributions, Company contributions, and any loan
repayments and invest these amounts in a money market fund pending reinvestment.
NO DISTRIBUTIONS WILL BE MADE FROM YOUR ACCOUNT FOR ANY REASON DURING
OR IMMEDIATELY FOLLOWING THE OFFER PERIOD WHETHER OR NOT YOU DIRECT THE TRUSTEE
TO TENDER SHARES.
If you elect to direct the Trustee to tender your Allocated Shares,
the enclosed Tender Instruction Form must be sent to the Trustee. The address
to which the Form can be mailed or delivered is shown on the reply envelope.
PLEASE NOTE THAT ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER SHARES IS 12:00
MIDNIGHT, NEW YORK CITY TIME, JANUARY 25, 1996, UNLESS EXTENDED, YOUR TENDER
INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY 1:00 P.M., CALIFORNIA TIME,
JANUARY 23, 1996, UNLESS EXTENDED.
All questions and requests for assistance should be addressed to Ken
Hastings at the Company at (714) 546-4460, extension 279.
IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR ALLOCATED SHARES OR
NOT TO TENDER THEM, YOU MUST COMPLETE AND SIGN THE ENCLOSED TENDER INSTRUCTION
FORM. IF YOU DO NOT SIGN THE FORM OR IF YOU DO NOT PROPERLY FILL IT OUT, YOUR
DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR
DIRECTIONS, WILL BE VOID.
<PAGE>
CIMCO, Inc.
TENDER INSTRUCTION FORM
FOR SHARES IN THE CIMCO EMPLOYEE STOCK OPTION PLAN (THE "PLAN")
[label]
TO UNION BANK, TRUSTEE:
I am a participant in the above-referenced Plan who beneficially owns
Shares, and, as such, I received a copy of the Letter to Participants.
I wish to direct you as follows with respect to my Allocated Shares:
TENDER INSTRUCTIONS
AGREE TO TENDER
____ By checking this space, I direct the Trustee to tender ALL of my
Allocated Shares.
DETERMINE NOT TO TENDER
____ By checking this space, I direct the Trustee NOT to tender any of my
Allocated Shares.
I have read and understand the Offer to Purchase and the Letter To
Participants and I agree to be bound by the terms of the Offer. I hereby direct
Union Bank, as Plan Trustee, to follow the direction set forth above. If I have
directed the Trustee to tender Plan Shares, I understand that the Trustee will
hold and invest the proceeds from the sale of these Shares in a money market
fund pending reinvestment pursuant to the Plan. I understand and declare that
if the tender of Plan Shares directed by me is accepted, the
<PAGE>
payment received by the Trustee therefor will be full and adequate compensation
for these Plan Shares in my judgment.
- ------------------------------- --------------------------------
DATE SIGNATURE OF PARTICIPANT
- -------------------------------- -------------------------------
SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND ADDRESS
-------------------------------
-------------------------------
-------------------------------
-------------------------------
TELEPHONE NO.
NOTE: THIS TENDER INSTRUCTION FORM MUST BE PROPERLY COMPLETED AND SIGNED IF IT
IS TO BE FOLLOWED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT
BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE TRUSTEE USING
THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS, BY 1:00
P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED. IF YOU DO NOT RETURN
THIS FORM BY THE DEADLINE, NO PLAN SHARES WILL BE TENDERED PURSUANT TO THIS
FORM.
YOUR DECISION WHETHER OR NOT TO HAVE SHARES TENDERED WILL BE KEPT CONFIDENTIAL.
<PAGE>
[LETTERHEAD OF CIMCO, INC.]
LETTER TO PARTICIPANTS
IN THE CIMCO AND SUBSIDIARIES 401(K) PLAN
OFFER TO PURCHASE CIMCO, INC. COMMON STOCK
We are enclosing materials being sent to all stockholders of CIMCO,
Inc., a Delaware corporation (the "Company"), relating to a tender offer by
Hanwest, Inc., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of M.A. Hanna Company, a Delaware corporation, to purchase all
outstanding shares of common stock, $.01 par value per share (the "Common
Stock"), including any associated preferred stock purchase rights (collectively,
the "Shares"), of the Company, for $10.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in its
Offer to Purchase dated December 27, 1995 (the "Offer to Purchase") and in the
related Letter of Transmittal, which together constitute the "Offer." The Offer
is made only pursuant to the Offer to Purchase and the Letter of Transmittal,
copies of which are enclosed for your information.
PLEASE NOTE THAT PURSUANT TO THE PLAN (AS DEFINED BELOW), THESE MATERIALS
ARE BEING DELIVERED TO PERSONS PARTICIPATING IN THE PLAN AS OF SEPTEMBER
30, 1995. IF YOU NO LONGER PARTICIPATE IN THE PLAN AND HAVE RECEIVED THE
ENTIRE BALANCE OF YOUR ACCOUNT (AS DEFINED BELOW), PLEASE DISREGARD THESE
MATERIALS. IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATUS AS A PARTICIPANT
IN THE PLAN, PLEASE CONTACT LAURANCE SIMMONS AT THE COMPANY AT
714-546-4460, EXTENSION 217.
Under the terms of the CIMCO and Subsidiaries 401(k) Plan (the
"Plan"), Shares owned by the Plan under the Company Stock Fund (the "Fund") are
held by Union Bank, the Trustee under the Plan ("Trustee"), for the benefit of
participants who have allocated a portion of their account under the Plan
("Account") to the Shares. This means that instead of direct ownership of
Shares, you have an undivided interest in the Shares owned by the Trustee, that
is, you are a "beneficial" stockholder. Since you are a beneficial owner of
Shares, a copy of the Company's offering materials to its stockholders is being
sent to you. You are urged to examine these materials carefully. The enclosed
Letter of Transmittal, which direct stockholders are to use, has been enclosed
for your information only and cannot be used by you to tender Shares held under
the Plan.
If you are also a direct stockholder of the Company, you will receive
under separate cover another copy (or copies) of the offering materials which
should be used to tender the Shares you own directly if you should choose to do
so.
Only the Trustee can tender Shares owned by the Plan ("Plan Shares").
The Plan provides for a pass through to participants, acting as "named
fiduciaries" as described below, of the decision whether to tender Plan Shares.
This letter describes how the Offer affects your interest under the Plan and
sets forth the special procedures that must be followed in order for you to give
valid and timely directions to the Trustee. AS A PARTICIPANT IN THE PLAN, YOU
CAN HAVE SHARES BENEFICIALLY OWNED BY YOU UNDER THE PLAN TENDERED ONLY BY
FOLLOWING THESE INSTRUCTIONS. THE TENDER OF ANY OF THESE SHARES WILL NOT RESULT
IN A DIRECT PAYMENT TO YOU; RATHER, PAYMENT WILL BE RECEIVED BY THE TRUSTEE AND
WILL AFFECT YOUR INTEREST IN THE PLAN, AS DESCRIBED BELOW.
<PAGE>
The Fund is invested in Shares, but it is valued in dollars. In the
past, you have been provided statements showing the number of Shares allocated
to your Account as of the dates of those statements. The exact number of Shares
allocated to your Account during the Offer period will not be available to the
Trustee prior to the expiration of the Offer. However, because the Plan
requires Plan participants to tender all or none of the Shares allocated to
their Account, the Trustee does not need to have this information available at
this time. If the Purchaser consummates the Offer, the Trustee will receive
$10.50 per Share for each Plan Share tendered at your direction and subsequently
these proceeds will be allocated based on the number of Shares allocated to your
Account on the date the Offer is consummated.
Under the Plan, as a participant, you may direct the Trustee to tender
all Shares allocated to your Account by following the procedures described in
this Letter to Participants. You also may direct the Trustee not to tender any
such Shares allocated to your Account or to withdraw any tender you have
directed it to make.
Before making a decision, you should read carefully the materials in
the enclosed Offer to Purchase and the Tender Instruction Form. The trustee,
Union Bank, makes no recommendation as to whether to tender or to refrain from
tendering.
The Offer is conditioned upon, among other things, the holders of at
least a majority of the Shares (on a fully diluted basis) tendering such Shares
pursuant to the Offer (the "Minimum Condition"). See Section 15 of the Offer to
Purchase for a description of the conditions to the Offer. If the Minimum
Condition and the other conditions to the Offer are satisfied and the Purchaser
consummates the Offer, the Company will be merged with and into the Purchaser,
with the Company as the surviving corporation. In connection with the merger,
any Shares that are not tendered in the Offer will be converted automatically
into the right to receive $10.50 per Share, except for Shares held by any holder
which exercises its appraisal rights pursuant to Section 262 of the Delaware
General Corporation Law (see Sections 10 and 16 of the Offer to Purchase). The
Offer to Purchase discusses these matters in detail.
The Trustee will tender Shares upon the direction of Plan participants
on the enclosed Tender Instruction Form. If you take no action, no Shares
allocated to your Account will be tendered by the Trustee, unless the Committee
under the Plan determines, in its fiduciary capacity, that such Shares should be
tendered. Therefore, if you do not want the Shares allocated to your Account
tendered, you should direct the Trustee not to tender them on the enclosed
Tender Instruction Form. It is very important that you read all of the enclosed
materials and follow the instructions carefully if you wish to direct the
Trustee whether to tender any Shares allocated to your Account. THE TRUSTEE
WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO DIRECT IT TO TENDER
SHARES ALLOCATED TO YOUR ACCOUNT AND WILL NOT DISCLOSE IT TO THE COMPANY.
Each Plan participant is a "named fiduciary" (as defined in Section
402(a)(2) of the Employee Retirement Income Security Act of 1974, as amended)
with respect to a decision to direct the Trustee to tender or not tender the
Shares allocated to his or her Account. Fiduciaries under ERISA (including
persons designated as "named fiduciaries") are required to act prudently, solely
in the interest of the Plan participants and beneficiaries, and for the
exclusive purpose of providing benefits to Plan participants and beneficiaries.
By signing, dating and returning the enclosed Tender Instruction Form, you are
accepting your designation under the Plan as a "named fiduciary". You should
therefore exercise your tender rights prudently. You should sign, date and
return a Tender Instruction Form only if you wish to act as "named fiduciary".
If you direct the Trustee to tender the Shares allocated to your
Account, the cash that is paid for the tendered Shares will be held by the
Trustee in a money market fund and then as soon as practicable will be
reinvested by the Trustee in accordance with your current election under the
Plan for future contributions.
During the Offer period (and thereafter for so long as legal
restrictions apply), the Trustee will not execute any transactions under the
Fund including purchasing any Shares for the Fund. Instead, the Trustee will
accumulate any of your contributions, Company contributions, and any loan
repayments that you have directed into the Fund. The Trustee will invest these
amounts in a money market fund, pending re-investment as directed.
<PAGE>
BECAUSE A PORTION OF YOUR ACCOUNT IS INVESTED IN THE FUND, NO
DISTRIBUTIONS WILL BE MADE FROM THE PORTION OF YOUR ACCOUNT INVESTED IN THE FUND
FOR ANY REASON (E.G., LOANS, DISTRIBUTIONS ON ACCOUNT OF RETIREMENT, DEATH,
DISABILITY OR TERMINATION OF EMPLOYMENT) DURING OR IMMEDIATELY FOLLOWING THE
OFFER PERIOD WHETHER OR NOT YOU DIRECT THE TRUSTEE TO TENDER SHARES.
If you elect to direct the Trustee to tender Shares allocated to your
Account, the enclosed Tender Instruction Form must be sent to the Trustee. The
address to which the Form can be mailed or delivered is shown on the reply
envelope. PLEASE NOTE THAT ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER
SHARES IS 12:00 MIDNIGHT, NEW YORK CITY TIME, JANUARY 25, 1996, UNLESS EXTENDED,
YOUR TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY 1:00 P.M.,
CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED.
All questions and requests for assistance should be addressed to
Laurance Simmons at the Company at (714) 546-4460, extension 217.
IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER SHARES ALLOCATED TO YOUR
ACCOUNT OR NOT TO TENDER THEM, YOU MUST COMPLETE AND SIGN THE ENCLOSED TENDER
INSTRUCTION FORM. IF YOU DO NOT SIGN THE FORM OR IF YOU DO NOT PROPERLY FILL IT
OUT, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS
YOUR DIRECTIONS, WILL BE VOID.
<PAGE>
CIMCO, Inc,
TENDER INSTRUCTION FORM
FOR SHARES IN THE CIMCO AND
SUBSIDIARIES 401(K) PLAN (THE "PLAN")
[label -- same size as for Letter of Transmittal]
TO UNION BANK, TRUSTEE:
I am a participant in the above-referenced Plan who beneficially owns
Shares, and, as such, I received a copy of the Letter to Participants.
I wish to direct you as follows with respect to Shares allocated to my
Account:
TENDER INSTRUCTIONS
____ By checking this space, I direct the Trustee to tender ALL Shares
allocated to my Account under the Plan.
____ By checking this space, I direct the Trustee NOT to tender any Shares
allocated to my Account under the Plan.
I have read and understand the Offer to Purchase and the Letter To
Participants and I agree to be bound by the terms of the Offer. I hereby direct
Union Bank, as Plan Trustee, to follow the direction set forth above. I
acknowledged and agree that I am acting as a "named fiduciary" in providing this
direction. If I have directed the Trustee to tender Shares allocated to my
Account on my behalf, I understand that the Trustee will hold and invest the
proceeds from the sale of these Shares in a money market fund, to be invested as
soon as practicable in accordance with my investment election for new
<PAGE>
contributions, as described in the Letter to Participants. I understand and
declare that if the tender of Shares allocated to my Account is accepted, the
payment received by the Trustee therefor will be full and adequate compensation
for these Shares in my judgment.
- ------------------------------- --------------------------------------
DATE SIGNATURE OF PARTICIPANT
- -------------------------------- --------------------------------------
SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND ADDRESS
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
TELEPHONE NO.
NOTE: THIS TENDER INSTRUCTION FORM MUST BE PROPERLY COMPLETED AND SIGNED IF IT
IS TO BE FOLLOWED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT
BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE TRUSTEE USING
THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS, BY 1:00
P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED.
YOUR DECISION WHETHER OR NOT TO HAVE SHARES ALLOCATED TO YOUR ACCOUNT TENDERED
WILL BE KEPT CONFIDENTIAL.
IF YOU DO NOT RETURN THIS FORM BY THE DEADLINE, NO PLAN SHARES ALLOCATED TO YOUR
ACCOUNT WILL BE TENDERED BY THE TRUSTEE UNLESS THE COMMITTEE UNDER THE PLAN
DETERMINES OTHERWISE.
YOU WILL BE A "NAMED FIDUCIARY" WITH RESPECT TO ALL SHARES FOR WHICH YOU ARE
ENTITLED TO GIVE INSTRUCTIONS.
