As filed with the Commission on January 15, 1997 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LYNCH CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 38-1799862
(State of other jurisdiction of (I.R.S. Employee
incorporation of organization) Identification No.)
8 Sound Shore Drive
Greenwich, Connecticut 06830
(Address of Principal Executive Offices, including zip code)
LYNCH CORPORATION 1994 STOCK OPTION PLAN
(Full title of the Plan)
Robert A. Hurwich
Secretary
Lynch Corporation
8 Sound Shore Drive
Greenwich, Connecticut 06830
(203) 629-3333
(Name, address and telephone number
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of maximum aggregate Amount of
Securities to Amount to be offering price offering price registration
be registered registered (1) per unit(2) (2) fee
Common 24,516 shares $23.125(2) $566,933(2) $172(2)
stock, no par
value per
share
(1) Registered to cover shares of Common Stock underlying stock
options.
(2) Calculated pursuant to Rules 457 (h) solely for the purpose of
computing the registration fees, upon the basis of the price at which
options under the stock option plan may be exercised, which is $23.125 per
share.
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, this Registration Statement will become effective
upon filing with the Securities and Exchange Commission.
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 by Registrant are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, including Amendments No. 1-4 thereto;
(2) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31 (including Form 10-Q/A dated May 15, 1996), June
30 and September 30, 1996;
(3) the Corporation's Current Reports on Form 8-K dated March
20, March 26, November 12, December 9, 1996, and January 14, 1997, Form
8-K/A(2) dated January 4, 1996, Form 8-K/A(3) dated February 2, 1996, Form
8-K/A(4) dated March 1, 1996, Form 8-K/A(5) dated March 14, 1996, Form
8-K/A(6) dated April 19, 1996, Form 8-K/A(7) dated May 14, 1996, Form 8-K/A(8)
dated June 4, 1996, and Form 8-K/A-1 dated April 4, 1996;
(4) any and all other reports filed by Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995, and
(5) the description of the Registrant's Common Stock contained
in the Registrant's registration statement under the Securities Exchange
Act of 1934 with respect to such Common Stock filed with the Securities
and Exchange Commission, including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by Registrant with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing such documents. Any
statement in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus. Registrant will provide without charge to each person to whom
this Prospectus is delivered, upon written request of such person, a copy
of any or all documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies
should be delivered to the Secretary of the Registrant at its principal
offices, 8 Sound Shore Drive, Greenwich, Connecticut 06830, (203)
629-3333.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Article VI, Section 6.2 of Registrant's Restated Articles of
Incorporation provides that to the extent not inconsistent with applicable
law, every director and officer shall be indemnified by Registrant against
all liability and reasonable expense that may be incurred by such director
or officer in connection with or resulting from any claim, (i) if such
director or officer is wholly successful with respect to the claim, or
(ii) if not wholly successful, then if such director or officer is
determined to have acted in good faith, in what the director or officer
reasonably believed to be the best interests of Registrant or at least not
opposed to its best interest and, in addition, with respect to any
criminal claim is determined to have had reasonable cause to believe that
his conduct was lawful or had no reasonable cause to believe that his
conduct was unlawful. The termination of any claim, by judgment, order,
settlement (whether with or without court approval), or conviction or upon
a plea of guilty or of nolo contendere, or its equivalent, shall not
create a presumption that a director or officer did not meet the standards
of conduct set forth in clause (ii) hereof. For a more detailed
description, reference is made to Article VI, Section 6.2 of the
Registrant's Restated Articles of Incorporation filed as Exhibit 3 hereto
which contains certain indemnification provisions pursuant to authority
contained in the Indiana Business Corporation Law.
Registrant's directors and officers are also covered under
Registrant's directors and officers insurance policy up to a maximum of $5
million.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors or officers of the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The list of Exhibits is incorporated herein by reference to the
Index to Exhibits at page 6.
The securities being issued hereunder are not being issued
under a plan that is subject to the requirements of ERISA.
Item 9. Undertakings.
Rule 415 Offering. 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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
Filings Incorporating Subsequent Exchange Act Documents by
Reference. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
Request for Acceleration of Effective Date or Filing a
Registration Statement on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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,
thereto duly authorized, in the Town of Greenwich, State of Connecticut on
this 15th day of January, 1997.
Lynch Corporation
(Registrant)
By: /s/ ROBERT E. DOLAN
ROBERT E. DOLAN
Chief Financial Officer and
Controller (Principal
Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of
1933, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Capacity Date
Chairman of the Board of
* MARIO J. GABELLI Directors and Chief
MARIO J. GABELLI Executive Officer January 15, 1997
(Principal Executive Officer)
* MORRIS BERKOWITZ Director January 15, 1997
MORRIS BERKOWITZ
* E. VAL CERUTTI Director January 15, 1997
E. VAL CERUTTI
* PAUL J. EVANSON Director January 15, 1997
PAUL J. EVANSON
* SALVATORE MUOIO Director January 15, 1997
SALVATORE MUOIO
* RALPH R. PAPITTO Director January 15, 1997
RALPH R. PAPITTO
* PAUL P. WOOLARD Director January 15, 1997
PAUL P. WOOLARD
s/ROBERT E. DOLAN Chief Financial Officer January 15, 1997
ROBERT E. DOLAN (Principal Financial
and Accounting Officer)
*s/ROBERT A. HURWICH
ROBERT A. HURWICH
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3. Restated Articles of Incorporation of
Registrant (incorporated by reference
to Exhibit 3(a) of the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1987).
5. Opinion of Robert A. Hurwich
23. Consents of Experts
a. Ernst & Young LLP
b. Arthur Andersen LLP
c. Deloitte & Touche LLP
d. McGladrey & Pullen, LLP (2)
e. Robert A. Hurwich (contained in Exhibit 5)
24. Powers of Attorney
EXHIBIT 5
LYNCH CORPORATION
8 Sound Shore Drive, Suite 290
Greenwich, CT 06830
January 15, 1997
Lynch Corporation
8 Sound Shore Drive, Suite 290
Greenwich, CT 06830
Dear Lynch Corporation:
I am General Counsel of Lynch Corporation ("Lynch") and
have made such investigation of law and fact as I have deemed
appropriate for purposes of this opinion.
Based upon such investigation I am of the opinion that
the shares of Common Stock of Lynch to be sold pursuant to
options granted under Lynch's 1994 Stock Option Plan and
registered by Lynch with the Securities and Exchange Committee
on Form S-8 will, upon payment and delivery pursuant to said
options, be legally issued, fully paid and nonassessable.
I hereby consent to this opinion being filed as an
exhibit to the Registration Statement on Form S-8 dated
January 15, 1997, being filed with respect to shares of Common
Stock of Lynch which may be sold pursuant to the 1994 Stock
Option Plan. In giving this consent, I do not hereby admit
that I come within the category of persons whose consent is
required and Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Robert A. Hurwich
Robert A. Hurwich
EXHIBIT 23 a.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) pertaining
to the registration of 24,516 shares of Lynch Corporation
common stock and to the incorporation by reference therein of
our report dated February 29, 1996, except for Note 6, as to
which the date is April 8, 1996, with respect to the
consolidated financial statements of Lynch Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1995 and the related financial
statement schedules included therein, filed with the
Securities and Exchange Commission.
Stamford, Connecticut /s/ Ernst & Young LLP
January 14, 1997 <PAGE>
EXHIBIT 23 b.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference into this Form S-8 of our
report dated February 5, 1996 on The Morgan Group, Inc. and
incorporated by reference in The Morgan Group, Inc.'s Form 10K
for the year ended December 31, 1995, and also included as an
exhibit in Lynch Corporation's Form 10K for the year ended
December 31, 1995, and to all references to our Firm included
in or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 15, 1997
<PAGE>
EXHIBIT 23 c.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Lynch Corporation on Form S-8 of our
report dated February 26, 1996, relating to the financial
statements of Central Products Company, appearing in the
Annual Report on Form 10-K of Lynch Corporation for the year
ended December 31, 1995.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
January 10, 1997
<PAGE>
EXHIBIT 23 d.
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Capital Communications Company, Inc.
Bronxville, New York
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report, dated
January 26, 1996 on the financial statements of Capital
Communications Company, Inc. which appears as Exhibit 99 in
the annual report on Form 10-K of Lynch Corporation and
subsidiaries, for the year ended December 31, 1995.
McGladrey & Pullen, LLP
New York, New York
January 15, 1997
<PAGE>
EXHIBIT 23 d.
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Coronet Communications Company, Inc.
Bronxville, New York
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report, dated
January 26, 1996 on the financial statements of Coronet
Communications Company, Inc. which appears as Exhibit 99 in
the annual report on Form 10-K of Lynch Corporation and
subsidiaries, for the year ended December 31, 1995.
McGladrey & Pullen, LLP
New York, New York
January 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Lynch Corporation, an Indiana corporation, hereby appoints
ROBERT E. DOLAN and ROBERT A. HURWICH true and lawful
attorneys-in-fact and agents, and each of them (with full power
to act without the other) his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 /s/ Paul P. Woolard(L.S.)
Paul P. Woolard
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director,
Chairman of the Board and Chief Executive Officer (Principal
executive Officer), of LYNCH CORPORATION, an Indiana
corporation, hereby appoints ROBERT E. DOLAN and ROBERT A.
HURWICH true and lawful attorneys-in-fact and agents, and each
of them (with full power to act without the other) his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including Director,
Chairman of the Board and Chief Executive Officer (Principal
Executive Officer) , to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 s/s Mario J. Gabelli
(L.S.)
Mario J. Gabelli
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Lynch Corporation, an Indiana corporation, hereby appoints
ROBERT E. DOLAN and ROBERT A. HURWICH true and lawful
attorneys-in-fact and agents, and each of them (with full power
to act without the other) his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 /s/ Morris Berkowitz
(L.S.)
Morris Berowitz
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Lynch Corporation, an Indiana corporation, hereby appoints
ROBERT E. DOLAN and ROBERT A. HURWICH true and lawful
attorneys-in-fact and agents, and each of them (with full power
to act without the other) his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 /s/ E. Val Cerutti (L.S.)
E. Val Cerutti
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Lynch Corporation, an Indiana corporation, hereby appoints
ROBERT E. DOLAN and ROBERT A. HURWICH true and lawful
attorneys-in-fact and agents, and each of them (with full power
to act without the other) his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 /s/ Paul J. Evanson (L.S.)
Paul J. Evanson
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Lynch Corporation, an Indiana corporation, hereby appoints
ROBERT E. DOLAN and ROBERT A. HURWICH true and lawful
attorneys-in-fact and agents, and each of them (with full power
to act without the other) his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 /s/ Salvatore Muoio L.S.)
Salvatore Muoio
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Lynch Corporation, an Indiana corporation, hereby appoints
ROBERT E. DOLAN and ROBERT A. HURWICH true and lawful
attorneys-in-fact and agents, and each of them (with full power
to act without the other) his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign, execute, deliver and file with the
Securities and Exchange Commission a registration statement on
Form S-8, covering up to 25,000 shares of Common Stock of Lynch
Corporation to be issued pursuant to stock options granted by
Lynch Corporation, including any and all amendments (including
post-effective amendments) thereto, granting unto said attorneys
and agents, and each of them, full power to do and perform every
act and thing requisite, necessary or desirable to be done in
connection therewith, as fully 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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof, and hereby revoking all prior
appointments by him, if any, of attorneys-in-fact and agents to
sign and file the above-described document, including any and
all amendments thereto.
IN WITNESS WHEREOF. the undersigned has hereunto set his hand
and seal on the date set forth below.
DATE: January 10, 1997 /s/ Ralph R. Papitto
(L.S.)
Ralph R. Papitto
