<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-22891
WSMP, INC.
COMMON STOCK
This Prospectus relates to the offer and sale from time to time of up
to 223,611 shares (the "Shares") of common stock, par value $1.00 per share (the
"Common Stock"), of WSMP, Inc. (the "Company") by certain shareholders of the
Company named herein (the "Selling Shareholders"). See "Selling Shareholders"
and "Plan of Distribution."
The Shares may be sold from time to time by the Selling Shareholders on
the NASDAQ National Market System ("NASDAQ") on terms to be determined at the
time of each sale. The Selling Shareholders also may make private sales from
time to time directly or through a broker or brokers. Alternatively, the Selling
Shareholders may offer Shares from time to time to or through underwriters,
dealers or agents, who may receive consideration in the form of discounts and
commissions. Such compensation, which may exceed ordinary brokerage commissions,
may be paid by the Selling Shareholders and/or the purchasers of the Shares for
whom such underwriters, dealers and agents may act. See "Selling Shareholders"
and "Plan of Distribution."
The Selling Shareholders and any dealers or agents that participate in
the distribution of the Shares may be considered "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any profit on the sale of Shares offered by them and any discounts, commission
or concessions received by any such dealers or agents may be considered
underwriting discounts and commissions under the Securities Act.
The Company will receive no proceeds from the sale of the Shares by the
Selling Shareholders hereunder, but the Company will pay the expenses that it
incurs in connection with the registration of the Shares with the Securities and
Exchange Commission (the "SEC"). See "Plan of Distribution" for indemnification
arrangements between the Company and the Selling Shareholders.
The Common Stock is quoted on NASDAQ under the symbol "WSMP." On
March 12, 1997, the closing price per share of the Common Stock, as reported by
NASDAQ, was $9.00.
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THE SHARES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS," COMMENCING ON PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March 13, 1997.
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ADDITIONAL INFORMATION
The Company is subject to the informational and reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the SEC. The Registration Statement and exhibits and schedules thereto, as well
as such reports, proxy statements and other information, may be inspected and
copied at the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC located at 7
World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any part of such
materials may be obtained from any such office upon payment of the fees
prescribed by the SEC. The SEC maintains a World Wide Web site
(http://www.sec.gov), which contains reports, proxy and information statements
and other information filed electronically through the SEC's Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR"). The Common Stock is
currently quoted on NASDAQ; such reports, statements and other information also
can be inspected at the offices of NASDAQ Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement
(No. 333-22891) on Form S-3 under the Securities Act with respect to the Shares
(the "Registration Statement"). As permitted by the rules of the SEC, this
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Shares, reference is made to
the Registration Statement, including the exhibits and schedules filed as part
thereof. Statements contained in this Prospectus, and in any document
incorporated herein by reference, as to the contents of any contract or any
other document are not necessarily complete, and, in each instance, reference
is hereby made to the copy of the contract or document filed as an exhibit to
the Registration Statement or such document, each such statement being
qualified in all respects by this reference thereto. The Registration Statement
has been filed through EDGAR and is also publicly available through the SEC's
Web site (http://www.sec.gov).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed with the SEC by the Company and
are hereby incorporated by reference into this Prospectus: (i) the Company's
Annual Report on Form 10-K for its fiscal year ended February 23, 1996; (ii) the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters ended May 17,
1996, August 9, 1996 and November 1, 1996; (iii) the Company's Current Reports
on Form 8-K dated June 27, 1996 and January 10, 1997; and (iv) the description
of the Common Stock contained in the Company's Registration Statement on Form
8-A filed with the SEC pursuant to Section 12 of the Exchange Act and any
amendment or report filed by the Company for the purpose of updating such
description. All other documents filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and shall be deemed to be a part hereof from the date of filing thereof.
Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a Prospectus is delivered, upon written or oral request of such person,
a copy of any document incorporated herein by reference (not including exhibits
to documents that have been incorporated herein by reference unless such
exhibits are specifically incorporated by reference in the document which this
Prospectus incorporates). Requests should be directed to Mr. Matthew V.
Hollifield, Vice President of Finance, WSMP, Inc., 1 WSMP Drive, P.O. Box 399,
Claremont, NC 28610, telephone (704) 459-7626.
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RISK FACTORS
Prospective investors should carefully consider the following factors,
in addition to the other information presented in this Prospectus, before
purchasing the Shares.
GROWTH STRATEGY
The Company has no immediate plans to open additional restaurants in
its current fiscal year, but may acquire additional restaurants from franchisees
who are not interested in continuing operations. The Company may acquire three
to five restaurants in this manner in its current fiscal year. Its ability to
achieve this schedule will depend upon the availability of suitable locations,
the ability to hire and train skilled management personnel, the availability of
adequate financing and other factors, some of which are beyond its control.
There can be no assurance that the Company will be able to continue to open all
of its planned new restaurants or that, if opened, such restaurants can be
operated profitably or as profitably as the Company's existing restaurants. The
opening of additional restaurants in the same market areas could have the effect
of attracting customers from existing restaurants located in that area.
COMPETITION
The restaurant and food manufacturing businesses are highly competitive
and are often affected by changes in tastes and eating habits of the public,
economic conditions affecting spending habits, population and traffic patterns.
Company-operated restaurants and Western Steer(R) and Prime Sirloin(R)
restaurants operated by franchisees generally compete with national and regional
family-oriented restaurant chains, local establishments and fast food
restaurants. In marketing franchises, the Company competes with numerous other
family steakhouse and restaurant franchisors, many of which have substantially
greater financial resources and higher sales volume than the Company. In its
production of retail and institutional ham products, the Company faces strong
price competition from a variety of large meat processing concerns and smaller
local and regional operations. In sales of biscuit and yeast roll products, the
Company competes with a number of large bakeries in various parts of the
country, as well as national frozen meal manufacturers, with competition
strongest for sales to institutional food vendors.
DEPENDENCE UPON KEY PERSONNEL
The success of the Company's business will continue to depend upon
Messrs. Richardson, Clark, Howard, Templeton and Hollifield. The loss of the
services of one or more of these executives could have material adverse effects
on the Company.
GOVERNMENT REGULATION
The Company's food service businesses are subject to extensive state
and local government regulation, including measures relating to the preparation
and sale of food and building and zoning requirements. Also, the Company and its
franchisees are subject to laws governing relationships with employees,
including minimum wage requirements, overtime, working conditions and
citizenship requirements. The Company also is subject to federal regulation and
state laws governing the offer and sale of franchises. Many state laws impose
substantive requirements on franchise agreements, including limitations on
non-competition provisions and on termination or non-renewal of franchises. Some
states require that certain materials be registered before franchises can be
offered or sold therein. Bills also have been introduced in Congress that would
provide for federal regulation of substantive aspects of the
franchisor-franchisee relationship. Such legislation could limit, among other
things, the duration and scope of non-competition provisions, the ability of the
franchisor to terminate or refuse to renew the franchise and the ability of the
franchisor to designate sources of supply. The failure to obtain or retain food
licenses or approvals to sell franchises, or further increases in the minimum
wage rate, employee benefit costs or other costs associated with employees,
could adversely affect the Company. At the federal level, there also have been
proposals to introduce a system of mandated health insurance. These proposals,
if implemented, could adversely affect the Company as well as the restaurant and
food service industries in general.
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STOCK PRICE VOLATILITY
Quarterly financial results of the Company or of other food service
companies, changes in general conditions in the economy, in the restaurant
industry or in the capital markets or other developments affecting the company,
its competitors or the capital markets could cause, in any such case, the market
price of the Common Stock to fluctuate significantly. In addition, NASDAQ has
recently experienced extreme price and volume fluctuations. Such broad market
fluctuations also may adversely affect the price of the Common Stock.
THE COMPANY
Certain statements made below and incorporated herein by reference are
forward-looking in nature and reflect the Company's current expectations and
plans. Such statements involve various risks and uncertainties that could cause
actual results to differ materially from those currently expected by the
Company. Meaningful factors that might cause such differences include, but are
not limited to, the factors described as "Risk Factors" elsewhere in this
Prospectus and other factors discussed in the Company's SEC filings.
The Company is a North Carolina-based food manufacturing and restaurant
company. Since the mid-1960s it has grown from humble origins in the foothills
of the Blue Ridge Mountains to become nationally recognized in the food service
industry with nearly $85 million in estimated revenues for its fiscal year ended
in February 1997. The Company is comprised of two separate food processing
divisions and a division that develops, owns, operates and franchises
restaurants.
The Bakery Division is the larger of the Company's food processing
operations and includes the largest single-site microwaveable sandwich
manufacturing facility in the United States. Situated in Claremont, N.C., such
facility has the capacity to produce more than four million sandwiches per week.
In addition to manufacturing a wide variety of sandwiches, including meat-filled
biscuits, under private and company labels, the division also produces
buttermilk biscuits, yeast rolls and other items for institutional and retail
sales.
The Company's Ham Curing Division is one of the largest country ham
producers in the United States, with the capacity to cure more than 500,000 hams
annually. This division traces its roots to the earliest days of the Company and
in the last two decades its products have regularly won top national and
regional prizes as being among the best in the nation. Its products are sold
under the Mom 'n' Pop's(R) brand label to both institutional and retail markets
and are provided whole and in sliced portions for both retail and restaurant
usage and in closely-controlled sliced portions for the restaurant and fast-food
industry.
Giving effect to the acquisition of the Franchised Restaurants referred
to below, the Company's restaurant operations comprise 32 Company-owned and 53
franchised units, primarily in the Southeast. A majority of these restaurants
are Western Steer(R) units, including the traditional Western Family Restaurant
and new or remodeled Western Steer Steak, Buffet and Bakery restaurants. Prime
Sirloin(R) and Bennett's(TM) are the other two main segments of the Company's
restaurant division. Large-scale Prime Sirloin Buffet, Bakery and Steak
restaurants are being built to compete directly with recognized leaders in the
economy steak and buffet restaurant segment. Bennett's Smokehouse and Saloon
restaurants are the result of a partnership between the Company and Bennett's
Bar-B-Que, Inc., of Denver, Colorado; these Texas-style roadhouse-themed
restaurants represent the Company's entry into the casual dining market.
The Company's principal executive offices are located at 1 WSMP Drive,
Claremont, North Carolina 28610, telephone (704) 459-7626.
RECENT DEVELOPMENTS
AGREEMENT TO ACQUIRE CERTAIN FRANCHISED RESTAURANTS
Effective March 1, 1997, the Company agreed to acquire fourteen
franchised Western Steer -- Steaks, Buffet & Bakery restaurants (the "Franchised
Restaurants") from the Selling Shareholders and Northwest Food Systems, Inc.
(collectively, the "Sellers") in exchange for $3,767,500 in value, payable as
follows: $500 in cash; $954,500 in assumed liabilities (the "Assumed
Liabilities"); $2,012,500 in Shares, which were considered to have a value of
$9.00 per Share; and a total of $800,000 pursuant to promissory notes (the
"Notes") issued to two of the Sellers. Eleven of the Franchised Restaurants are
located in North Carolina, two are located in Virginia, and one is located in
Tennessee. The consummation of the purchase and sale of the Franchise
Restaurants occurred on March 3, 1997.
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The Assumed Liabilities include, in addition to other borrowings,
certain current accounts payable of the Franchised Restaurants not to exceed
$309,500 in the aggregate, as well as certain indebtedness incurred by all the
Sellers, owed by Hash, Howard and Associates to the Company, not to exceed
$125,000 in principal and interest in the aggregate. The Notes are unsecured,
are due and payable as to both principal and interest on March 1, 1999 and bear
interest at the rate of 5% per annum until paid.
In their Agreement of Purchase and Sale relating to the Franchised
Restaurants (the "Purchase Agreement"), the Sellers made various representations
and warranties to the Company touching upon subjects such as corporate
existence, power and authority, enforceability of the Agreement, the absence of
subsidiaries, the lack of any material adverse change since January 1, 1997,
payment of taxes, delineation of contracts and commitments, compliance with
environmental laws, the ability of the Sellers to fend for themselves and their
intention not to resell the Shares in an unregistered distribution. For its
part, the Company made representations and warranties to the Sellers pertaining
to matters such as corporate existence, power and authority, enforceability, the
Company's capitalization, the integrity of this Prospectus, the lack of any
material adverse change since December 31, 1996 and the exempt quality of the
offer, issuance and sale of the Shares to the Sellers.
The Company and the Sellers also made certain covenants with one
another in the Purchase Agreement. Among other things, the Sellers promised to
conduct the businesses of the Franchised Restaurants in the ordinary and usual
course of business, to use their reasonable best efforts to maintain
satisfactory relationships with licensors, suppliers, etc., to incur no further
indebtedness for borrowed money (other than deferred taxes) and to maintain
current compensation practices and standard policies of comprehensive general
liability insurance. Pending its purchase of the Franchised Restaurants, the
Company promised, among other things, not to declare or pay any dividend except
as contemplated by this Prospectus (including the documents incorporated herein
by reference); not to take any action that would reasonably be expected to cause
a material decrease in the value of its businesses taken as a whole; and to
maintain its corporate existence, rights and franchises. Each of the Sellers and
the Company agreed to use its best efforts to consummate the transactions
contemplated by the Purchase Agreement.
The Purchase Agreement stated several conditions to the obligation of
the Sellers to sell the Franchised Restaurants to the Company, including the
continued truth and correctness of the Company's representations and warranties,
the performance by the Company of its covenants and other obligations, the lack
of any material adverse change with respect to the Company, the absence of any
litigation that would restrain or prohibit such sale and the obtaining of
certain routine corporate approvals on behalf of the Company. The obligation of
the Company to purchase the Franchised Restaurants was subject to similar
conditions and also was subject to the following: Cecil R. Hash ("Hash") having
executed and delivered his Non-Competition Agreement with the Company (the
"Noncompetition Agreement") and his Guaranty Agreement relating to certain
Seller obligations (the "Guaranty Agreement"); the absence of any material
adverse change with respect to the Sellers or the Franchised Restaurants, to be
determined following the completion of a "due diligence" review conducted by the
Company; and the filing of the Registration Statement with the SEC. The Company
agreed to utilize its best efforts to have the Registration Statement declared
effective by the SEC at the earliest practicable date and to maintain the
effectiveness of the Registration Statement for one year thereafter.
Hash owns the Sellers and has been the major contributor to the success
of the Franchised Restaurants. He and the Company entered into the
Noncompetition Agreement, therefore, to preserve the good will, proprietary
rights and "going business" value of the Franchised Restaurants for the benefit
of the Company as their new owner. Pursuant to the Noncompetition Agreement,
Hash has agreed that, until after March 1, 2012, he will not, directly or
indirectly, own, operate, manage or otherwise have control or interest in the
operation of any restaurant or food service business similar to the Franchised
Restaurants, food service business similar thereto or food service business
currently operated by the Company, other than as a passive investor, in any
states in which the Company presently operates restaurants or franchises, nor
will he assist others in engaging in any such activities or induce employees of
the Company to engage in any such activities or to terminate their employment
with the Company. Specifically excluded from such covenant are any activities of
Hash on behalf of the Company or in any capacity in the restaurants and
restaurant franchisees in which he currently has such activities.
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In consideration for Hash's covenant not to compete, the Company issued
to Hash 98,750 shares of Common Stock. Such shares are "restricted securities"
within the meaning of Rule 144 under the Securities Act and are not part of the
Shares registered for offer and sale pursuant to this Prospectus. The shares
issued to Hash under the Noncompetition Agreement are subject to recovery by the
Company for no consideration upon the death of Hash or upon his breach of the
Noncompetition Agreement. The number of shares subject to recovery in either of
such circumstances declines in a straight line from 98,750 to zero over the
15-year term of the Noncompetition Agreement. Should a sufficient number of
shares no longer be available for recovery at the time of Hash's death or breach
of the Noncompetition Agreement, the Company is entitled to recover an amount in
cash equal to the product of $9.00 and the number of shares subject to recovery.
Pursuant to the Guaranty Agreement, Hash has guaranteed the full and
punctual payment of each and every payment due from the Sellers under the
Purchase Agreement, as well as the full and prompt performance and observance of
each and all of the other covenants, warranties, indemnities and agreements
required to be performed, observed or defended by the Sellers under the Purchase
Agreement, together with payment of all costs and expenses incurred in the
protection or enforcement of any right or privilege of the Company under the
Purchase Agreement. Such guaranty is stated to be a continuing, absolute,
unconditional and irrevocable guaranty of payment and performance as aforesaid,
to remain in full force and effect until the obligations of the Sellers shall
have been fully and satisfactorily discharged in accordance with the terms and
provisions of the Purchase Agreement.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
DETERMINATION OF OFFERING PRICE
This Prospectus may be used from time to time by the Selling
Shareholders who offer the Shares for sale. The offering price of the Shares
will be determined by the Selling Shareholders and may be based on market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices.
SELLING SHAREHOLDERS
The following table provides certain information with respect to Common
Stock beneficially owned by each Selling Shareholder as of the dates indicated.
The securities offered in this Prospectus by the Selling Shareholders are the
Shares. Except as set forth in the footnotes to the table and elsewhere in this
Prospectus (including in the documents incorporated herein by reference), within
the past three years none of the Selling Shareholders has had a material
relationship with the Company or with any of the Company's predecessors or
affiliates other than as a result of ownership of the securities of the Company.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Number of shares Percentage of
of Common Stock Number of shares shares of Common
Beneficially Number of of Common Stock Stock Beneficially
Owned Prior to Shares Beneficially Owned Owned After
Name the Offering (1) Offered After the Offering the Offering (2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
F&H Companies, Inc. 53,324 53,324 -0- -0-
- ------------------------------------------------------------------------------------------------------------------------------
Western Steer of North 57,681 57,681 -0- -0-
Carolina, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
Davidson Food 23,963 23,963 -0- -0-
Systems, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
Mocksville Food 48,840 48,840 -0- -0-
Systems, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
CFR Foods, Inc. 39,803 39,803 -0- -0-
==============================================================================================================================
</TABLE>
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(1) Represents all shares of Common Stock beneficially owned as of March 3,
1997. Hash owns all of the Selling Shareholders. The amounts and percentages
shown for each Selling Shareholder include only those shares owned of record and
beneficially by such Selling Shareholder and specifically exclude all shares
owned of record by other Selling Shareholders or Hash.
(2) Represents all shares of Common Stock shown as beneficially owned after the
offering made hereby (assuming the sale of all of the Shares) as a percentage of
the Common Stock outstanding as of March 3, 1997.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders on
NASDAQ on terms to be determined at the time of each sale. The Selling
Shareholders also may make private sales directly or through a broker or
brokers. Alternatively, the Selling Shareholders may offer Shares from time to
time to or through underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions. Such compensation, which
may exceed ordinary brokerage commissions, may be paid by the Selling
Shareholders and/or the purchasers of the Shares offered hereby for whom such
underwriters, dealers and agents may act.
The Selling Shareholders and any dealers or agents that participate in
the distribution of the Shares may be considered "underwriters" within the
meaning of the Securities Act, and any profit on the sale of such Shares offered
by them and any discounts, commissions or concessions received by any such
dealer or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. The aggregate proceeds to the Selling Shareholders
from sales of the Shares offered hereby will be the purchase price of such
Shares less any brokers' commissions required to be paid by the Selling
Shareholders.
To the extent required, the specific Shares to be sold, the names of
the Selling Shareholders, the respective purchase prices and public offering
prices, the names of any such agents, dealers and underwriters and any
applicable commissions or discounts with respect to a particular offer will be
set forth in a supplement to this Prospectus.
The Shares may be sold from time to time in one or more transactions at
a fixed offering price, which may be changed, at varying prices determined at
the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold by Selling Shareholders in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states Shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirements is available and is satisfied.
Under applicable Exchange Act rules and regulations, any person engaged
in the distribution of the Shares may not simultaneously engage in market making
activities with respect to the Common Stock for a period of two business days
prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of Common Stock by them.
The Company will pay the expenses that it incurs in connection with the
registration of the Shares with the SEC.
The Company and each Selling Shareholder have agreed to indemnify each
other against certain liabilities, including liabilities under the Securities
Act.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Common Stock is First
Citizens Bank, Raleigh, North Carolina.
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LEGAL MATTERS
Certain legal matters have been passed upon for the Company by Simpson
Aycock, P.A., Morganton, North Carolina.
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended February 23,
1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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<TABLE>
<S> <C>
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No dealer, salesperson or other person has been
authorized to give any information or to make any
representations other than those contained in this
Prospectus, and, if given or made, such information
or representations must not be relied upon as having
been authorized by the Company or any Selling
Shareholder. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy,
to any person in any jurisdiction in which such
offer or solicitation is not authorized, or in which WSMP, INC.
the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances,
create any implication that the information COMMON STOCK
contained herein is correct as of any date
subsequent to the date hereof.
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Table of Contents
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Page PROSPECTUS
Additional Information......................... 2 --------------------
Incorporation of Certain Information
by Reference................................. 2
Risk Factors................................... 3
The Company.................................... 4
Recent Developments............................ 4
March 13, 1997
Use of Proceeds................................ 6
Determination of Offering Price................ 6
Selling Shareholders........................... 6
Plan of Distribution........................... 7
Registrar and Transfer Agent................... 7
Legal Matters.................................. 8
Experts........................................ 8
-------------------------------- --------------------------------
</TABLE>
