Prospectus Supplement dated August 20, 1997
to Prospectus dated February 21, 1997
226,413 Shares of
Common Stock, par value $.25 per share
(including the associated Preferred Share Purchase Rights)
Up to 226,413 Shares are being sold by J.P. Morgan
Securities Inc. ("JPMSI"). The Shares were obtained by JPMSI
upon exercise of all or a portion of the Warrant following the
acquisition by JPMSI of such portion of the Warrant from Harvey
R. Blau.
JPMSI is selling the Shares in open-market transactions.
The excess of the proceeds of such sales received by JPMSI over
the aggregate amount expended by JPMSI to purchase and exercise
all or part of the Warrant may be deemed to be compensation as
an underwriting discount or commission. Such amount is not
expected to exceed ordinary brokerage commissions for
comparable sales.
Capitalized terms that are not defined herein have the
meanings given in the Prospectus dated February 21, 1997.
