<PAGE> 1
As filed with the Securities and Exchange Commission on July 15, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
AMERICAN GREETINGS CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-0065325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144
(216) 252-7300
(Address of principal executive offices) (zip code)
AMERICAN GREETINGS CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
-------------------
JON GROETZINGER, JR., ESQ.
GENERAL COUNSEL AND SECRETARY
AMERICAN GREETINGS CORPORATION
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144
(Name and address of agent for service)
-------------------
(216) 252-7300
Telephone number, including area code, of agent for service
-------------------
[Facing page continued on following page]
Exhibit Index on Sequential Page 9
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================
| | Proposed | Proposed |
| | maximum | maximum |
Title of | Amount | offering | aggregate| Amount of
shares to be | to be | price | offering | registration
registered | registered | per share | price | fee
| | (1) | |
| | | |
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common | | | |
Shares, | | | |
par value | | | |
$1 per share. | 950,000 | $26.00 |$24,700,000 | $8,517.25
| shares | | |
Class B Common | | | |
Shares, | | | |
par value | | | |
$1 per share. | 200,000 | $26.00 |$ 5,200,000 | $1,793.10
| shares | | |
| | | |
=============================================================================
<FN>
- ---------------------
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, on the basis
of the average of the high and low sales prices of the Class A Common Shares on
July 10, 1996. There is no separate trading market for the Company's Class B
Common Shares.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
American Greetings Corporation (the "Company") hereby incorporates
herein by reference the following documents which previously have been filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for its fiscal
year ended February 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ending May 31, 1996, pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"); and
(c) The description of the Company's Class A Common Shares and
Class B Common Shares contained in the Company's Form 10
Registration Statement (File No. 0-1502) and all amendments and
reports filed for the purpose of updating that description,
including without limitation, Exhibit (a)3(i) to the Company's
Annual Report on Form 10-K for its fiscal year ended February
29, 1988.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment hereto 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 herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
registration statement, since the class of shares to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
registration statement.
II-1
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code authorizes the
indemnification of officers and directors in defense of any civil, criminal,
administrative or investigative proceeding. Article IV of the Regulations of the
Company provides for the indemnification in terms consistent with the statutory
authority, and the Company maintains insurance covering certain liabilities of
the directors and the elected and appointed officers of the Company and its
subsidiaries, including liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
registration statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
- ------ -------------------
<S> <C>
4(a) Amended Articles of Incorporation of the Registrant, as
amended (incorporated by reference from Exhibit 4(a) to its
Registration Statement No. 33-50255 on Form S-3, filed with
the Commission on September 15, 1993).
4(b) Amended Regulations of the Registrant (incorporated by
reference from Exhibit 4(b) to its Registration
Statement No. 33-39726 on Form S-3, filed with the
Commission on May 17, 1991).
4(c) Forms of share certificate for Class A Common Shares and
Class B Common Shares of the Registrant (incorporated by
reference from Exhibits 4(c) and 4(d), respectively, to its
Registration Statement No. 33-39726 on Form S-3, filed with
the Commission on May 6, 1991).
5 Opinion of Brouse & McDowell
10 1996 Employee Stock Option Plan
23(a) Consent of Ernst & Young LLP
23(b) Consent of Brouse & McDowell
(included in Exhibit 5)
24 Power of Attorney
</TABLE>
II-2
<PAGE> 5
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 of 1933 (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;
(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; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective
amendment by these 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 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.
II-3
<PAGE> 6
(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 of the registrant 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.
II-4
<PAGE> 7
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 Cleveland, State of Ohio, on July 12, 1996.
AMERICAN GREETINGS CORPORATION
By:/s/Jon Groetzinger, Jr.
---------------------------------------
Jon Groetzinger, Jr.
General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 11, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* FOUNDER-CHAIRMAN
- -------------------------------- CHAIRMAN OF THE EXECUTIVE
Irving I. Stone COMMITTEE; DIRECTOR
* CHAIRMAN; CHIEF EXECUTIVE
- -------------------------------- OFFICER; DIRECTOR
Morry Weiss (principal executive officer)
*
- -------------------------------- PRESIDENT-CHIEF OPERATING
Edward Fruchtenbaum OFFICER; DIRECTOR
*
- --------------------------------
Scott S. Cowen DIRECTOR
*
- --------------------------------
Herbert H. Jacobs DIRECTOR
*
- --------------------------------
Albert B. Ratner DIRECTOR
*
- --------------------------------
Harry H. Stone DIRECTOR
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C>
*
- --------------------------------
Jeanette S. Wagner DIRECTOR
*
- --------------------------------
Milton A. Wolf DIRECTOR
*
- --------------------------------
Abraham Zaleznik DIRECTOR
*
- --------------------------------
William S. Meyer SENIOR VICE PRESIDENT;
CHIEF FINANCIAL OFFICER
(principal accounting/
financial officer)
</TABLE>
The undersigned, by signing his name hereto, does sign and execute this
registration statement on behalf of each of the officers and directors of
American Greetings Corporation indicated by an "*" above, pursuant to powers of
attorney executed by each such officer or director and filed with the Securities
and Exchange Commission as Exhibit 24 to this registration statement.
/s/Jon Groetzinger, Jr. July 12, 1996
- --------------------------- --
Jon Groetzinger, Jr., Esq.
Attorney-in-fact
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
- ------ -------------------
<S> <C>
4(a) Amended Articles of Incorporation of the Registrant, as
amended (incorporated by reference from Exhibit 4(a) to its
Registration Statement No. 33-50255 on Form S-3, filed with
the Commission on September 15, 1993).
4(b) Amended Regulations of the Registrant (incorporated by
reference from Exhibit 4(b) to its Registration Statement
No. 33-39726 on Form S-3, filed with the Commission on May
17, 1991).
4(c) Forms of share certificate for Class A Common Shares and
Class B Common Shares of the Registrant (incorporated by
reference from Exhibits 4(c) and 4(d), respectively, to its
Registration Statement No. 33-39726 on Form S-3, filed with
the Commission on May 6, 1991).
5 Opinion of Brouse & McDowell
10 1996 Employee Stock Option Plan
23(a) Consent of Ernst & Young LLP
23(b) Consent of Brouse & McDowell
(included in Exhibit 5)
24 Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
July 15, 1996
American Greetings Corporation
One American Road
Cleveland, Ohio 44144
Re: Registration on Form S-8 of 950,000 Class A
Common Shares and 200,000 Class B Common Shares
of American Greetings Corporation
Gentlemen:
We are acting as counsel to American Greetings Corporation (the
"Company") in connection with the issuance and sale by the Company of up to
950,000 of its Class A Common Shares and up to 200,000 of its Class B Common
Shares (collectively, the "Shares"). The Shares will be issued and sold to
certain employees of the Company pursuant to the American Greetings
Corporation 1996 Employee Stock Option Plan (the "Plan").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon we are of the
opinion that the Shares which may be issued and sold pursuant to the Plan have
been duly authorized and, when issued and sold in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed by the Company with the
Securities and Exchange Commission to effect registration of the Shares under
the Securities Act of 1933.
Very truly yours,
Brouse & McDowell
/s/ Brouse & McDowell
---------------------------
<PAGE> 1
EXHIBIT 10
AMERICAN GREETINGS CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the American Greetings
Corporation 1996 Employee Stock Option Plan ("Plan"). The purpose of the Plan is
to attract and retain superior personnel by affording officers and selected key
employees of American Greetings Corporation and its subsidiaries (the "Company")
the opportunity to share in future appreciation in the share value of the
Company's stock, thereby creating an incentive for outstanding performance that
may maximize shareholders' return on investment over the long term.
1. OPTIONS ISSUABLE UNDER PLAN. The total number of shares that may be issued
under options granted pursuant to this Plan shall not exceed 950,000 Class A
Common Shares, par value $1 per share, and 200,000 Class B Common Shares, par
value $1 per share, except to the extent of adjustments authorized in paragraph
5 of this Plan. Such Class A Common Shares may be treasury shares or authorized
but unissued shares or a combination of the foregoing. Such Class B Common
Shares may be treasury shares. To the extent that a stock option expires or is
otherwise terminated, cancelled or surrendered without being exercised, the
shares of stock underlying such stock option shall again be available for
issuance in connection with future grants under the Plan.
2. ELIGIBILITY. The Compensation Committee of the Company's Board of Directors
("Compensation Committee") may, from time to time and upon such terms and
conditions as it may determine, grant options ("Options") to buy Company Class A
and/or Class B Common Shares to officers (including officers who are members of
the Company's Board of Directors) and other key employees of the Company and any
of its subsidiaries ("Optionees"), and may fix the number of shares to be
covered by each Option. Additional Options may be granted to the same person,
whether or not the Option or Options previously granted to such person remain
unexercised.
3. DURATION. No Option shall run for more than ten (10) years from the date
granted.
4. GRANT PRICES. The grant price of an Option shall not be less than the price
of the Class A Common Shares quoted by the National Association of Securities
Dealers (NASD) at the close of business on the last business day preceding that
day on which the Option is granted. The grant price shall be payable in whole or
in part, in cash, Class A and/or Class B Common Shares of the Company valued (in
the case of both Class A and Class B Shares) at the price for Class A Common
Shares quoted by NASD at the close of business on the date of exercise, to the
extent permitted by all applicable laws and regulations. However, the
Compensation Committee may prohibit such exercise if at such time it determines
that the application of any Financial
10-1
<PAGE> 2
Accounting Standard Board rule affecting the tender of shares would be
detrimental to the best interests of the Company.
5. ADJUSTMENTS. The Compensation Committee may make or provide for such
adjustments in the grant price and in the number or kind of shares or other
securities covered by outstanding Options as the Compensation Committee, in its
sole discretion exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Optionees that would otherwise
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (b)
any merger, consolidation, separation, reorganization or partial or complete
liquidation, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction
or event, the Compensation Committee, in its discretion, may provide in
substitution for any and all outstanding Options under the Plan, such alternate
consideration as it, in good faith, may determine is equitable in the
circumstances.
6. EXERCISE. Optionees may exercise their Options upon receipt by the Company of
such forms as the Company may require in advance of exercise and the required
payment. A stock certificate may be issued as soon as practical after exercise
and payment. Each Option may be exercisable in installments of shares. The
Compensation Committee may accelerate the period of time to exercise any
installments of an Option then outstanding. Unless otherwise provided in an
Optionee's stock option agreement, an Option is exercisable during an Optionee's
lifetime only by the Optionee, except that, in case of incompetence or
disability of an Optionee, an Option may be exercised on behalf of the Optionee
by the Optionee's guardian or legal representative. Any Option may provide for
deferred payment of the option price. If, following an Option exercise, the
Optionee sells shares underlying the Option, the Optionee will receive the
amount by which the sale price exceeds the grant price for such shares, after
deducting applicable taxes and brokerage fees, but not interest that might
otherwise be paid on an advance of monies to the Optionee between the exercise
and settlement dates. The sale price for both Class A and Class B Common Shares
shall be the price of Class A Common Shares as of the close of business on the
date of exercise.
7. STOCK OPTION AGREEMENT; CANCELLATION. Optionees shall be required to enter
into a stock option agreement with the Company. The stock option agreement shall
contain such terms and conditions not inconsistent with the Plan as may be
approved by the Compensation Committee. Any stock option agreement evidencing an
outstanding Option may, with the concurrence of the affected Optionee, be
amended by the Compensation Committee, provided the terms of each such agreement
are not inconsistent with the Plan. The Compensation Committee may, with the
concurrence of the affected Optionee, cancel any Option granted under the Plan.
8. TRANSFERABILITY. No Option shall be transferable by the Optionee unless
provided otherwise in the Optionee's stock option agreement.
10-2
<PAGE> 3
9. RELOAD OPTIONS. On the date of grant of any Option, the Compensation
Committee may provide for the automatic grant to the Optionee of additional
Options ("Reload Options") upon the exercise of Options through the delivery of
any class of Common Shares held by the Optionee for at least six months;
provided, however, that, subject to adjustments under paragraph 5, (i) Reload
Options may be granted only with respect to the same number (but not necessarily
the same class) of Common Shares as were surrendered to exercise the Options,
(ii) the grant price of the Reload Options shall be the price of the Company's
Class A Common Shares as quoted by NASD as of the close of business on the date
of exercise of the Options, (iii) Reload Options may not be exercised after the
date on which the Options in respect of which such Reload Options were granted,
expire, are cancelled or terminate, and (iv) the provisions contained in this
sentence may not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
securities laws and rules thereunder.
10. ADMINISTRATION. This Plan shall be administered by the Compensation
Committee, which shall consist of not less than three Directors who are
disinterested persons. The Compensation Committee shall be empowered by the
Board to exercise all authority otherwise possessed by the Board with respect to
the Company's stock option plans, including without limitation, interpretation
of the Plan. The Board may also appoint one or more of its Directors as
alternate members of the Compensation Committee. A majority of the Compensation
Committee shall constitute a quorum, and the action of a majority of the members
(including alternate members) of the Compensation Committee present at the
meeting at which a quorum is present, or the unanimous written action of the
Compensation Committee, shall be considered the action of the Compensation
Committee.
11. RESTRICTIONS ON ISSUANCE. The Company's ability to issue Class B Common
Shares is restricted by certain provisions of its Articles of Incorporation,
Section 1(c)(21) of Schedule D of the by-laws of NASD and certain interpretive
letters addressed to the Company by NASD.
12. PLAN AMENDMENT; TERMINATION. This Plan (and any prior stock option plan of
the Company) may be terminated or amended from time to time by the Company's
Board of Directors, but no such amendment shall increase the aggregate number
of Class A Common Shares or Class B Common Shares that may be issued under this
Plan (except for adjustments authorized under paragraph 5 and comparable
provisions in prior stock option plans) or change the designation in paragraph
2 of the class of employees eligible to receive Options, or cause Rule 16b-3 of
the Securities Exchange Act of 1934 (or any successor rule to the same effect)
to cease to be applicable to this Plan without further approval by the
shareholders of the Company.
10-3
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 950,000 Class A Common Shares and 200,000 Class
B Common Shares pertaining to the American Greetings Corporation 1996 Employee
Stock Option Plan of our report dated March 28, 1996, with respect to the
consolidated financial statements and schedule of American Greetings Corporation
included in its Annual Report on Form 10-K for the year ended February 29, 1996,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
July 10, 1996
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF BROUSE & McDOWELL
----------------------------
[Included in Exhibit 5]
<PAGE> 1
EXHIBIT 24
AMERICAN GREETINGS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
American Greetings Corporation (the "Company") hereby constitutes and
appoints William S. Meyer, Jon Groetzinger, Jr., James K. Roosa and Stanley E.
Everett, and each of them, with full power of substitution and resubstitution,
as attorneys or attorney of the undersigned, to execute and file under the
Securities Act of 1933 a Registration Statement on Form S-8 relating to the
registration of 950,000 of the Company's Class A Common Shares and 200,000 of
the Company's Class B Common Shares and any and all amendments and exhibits
thereto, including post-effective amendments, and any and all applications or
other documents to be filed with the Securities and Exchange Commission
pertaining to such registration, with full power and authority to do and perform
any and all acts and things whatsoever necessary, appropriate or desirable to be
done in the premises, or in the name, place and stead of the Company, hereby
ratifying and approving the acts of said attorneys and any of them and any such
substitute.
Executed at Cleveland, Ohio, this 11th day of July, 1996.
American Greetings Corporation
By: /s/Morry Weiss
-------------------------------------------
Morry Weiss
Chairman & Chief Executive Officer
Attest: /s/Jon Groetzinger, Jr.
---------------------------------------
Jon Groetzinger, Jr.
Secretary
<PAGE> 2
AMERICAN GREETINGS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned officers and directors of American Greetings
Corporation (the "Company") hereby constitute and appoint William S. Meyer, Jon
Groetzinger, Jr., James K. Roosa, and Stanley E. Everett, and each of them, with
full power of substitution and resubstitution, as attorneys or attorney of the
undersigned, to execute and file under the Securities Act of 1933 a Registration
Statement on Form S-8 relating to the registration of 950,000 of the Company's
Class A Common Shares and 200,000 of the Company's Class B Common Shares and any
and all amendments and exhibits thereto, including post-effective amendments,
and any and all applications or other documents to be filed with the Securities
and Exchange Commission pertaining to such registration, with full power and
authority to do and perform any and all acts and things whatsoever necessary,
appropriate or desirable to be done in the premises, or in the name, place and
stead of the said officers and directors, hereby ratifying and approving the
acts of said attorneys and any of them and any such substitute.
Executed at Cleveland, Ohio, this 11th day of July, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Irving I. Stone Founder-Chairman; July 11,
- ----------------------- Chairman of the 1996
Irving I. Stone Executive Committee;
Director
/s/ Morry Weiss Chairman and Chief Executive July 11,
- ----------------------- Officer; Director 1996
Morry Weiss
/s/ Edward Fruchtenbaum President - Chief Operating July 11,
- ----------------------- Officer; Director 1996
Edward Fruchtenbaum
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Scott S. Cowen Director July 11,
- ------------------------- 1996
Scott S. Cowen
/s/ Herbert H. Jacobs Director July 11,
- ------------------------- 1996
Herbert H. Jacobs
/s/ Albert B. Ratner Director July 11,
- ------------------------- 1996
Albert B. Ratner
/s/ Harry H. Stone Director July 11,
- ------------------------- 1996
Harry H. Stone
/s/ Jeanette S. Wagner Director July 11,
- ------------------------- 1996
Jeanette S. Wagner
/s/ Milton A. Wolf Director July 11,
- ------------------------- 1996
Milton A. Wolf
/s/ Abraham Zaleznik Director July 11,
- ------------------------- 1996
Abraham Zaleznik
/s/ William S. Meyer Senior Vice President; July 11,
- ------------------------- Chief Financial Officer 1996
William S. Meyer (principal accounting/
financial officer)
</TABLE>
