As filed with the Securities and Exchange Commission on May 10,
1994.
Registration No. 33-52416
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact name of registrant as specified in charter)
OREGON 93-0786033
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Address of Principal (Zip Code)
Executive Offices)
Frank S. Delia
Vice President, Chief Administrative Officer,
General Counsel and Secretary
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(503)685-7000
Copy to:
STUART W. CHESTLER
Stoel Rives Boley Jones & Grey
900 SW Fifth Avenue
Portland, Oregon 97204-1268
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration becomes
effective
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans,
please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with a dividend or interest reinvestment plan,
check the following box. [X]
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant
to said section 8(a), may determine.
CROSS-REFERENCE SHEET
SHOWING LOCATION IN THE PROSPECTUS OF ITEMS OF FORM S-3
Caption or
Registration Statement Item and Heading Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus.......... First Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus........... Available Information
3A. Summary Information................. The Company
3B. Risk Factors and Ratio of
Earnings to Fixed Charges........... Risk Factors
4. Use of Proceeds..................... Not Applicable
5. Determination of Offering Price..... Not Applicable
6. Dilution............................ Not Applicable
7. Selling Security Holders............ Selling Shareholders
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered.......................... Not Applicable
10. Interests of Named Experts and
Counsel............................. Not Applicable
11. Material Changes................... Recent Developments
12. Incorporation of Certain Documents
by Reference........................ Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities.......... Not Applicable
PROSPECTUS
MENTOR GRAPHICS CORPORATION
420,613 Shares of Common Stock
(without par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock of Mentor Graphics Corporation ("the
Company") offered hereby (the "Shares") may be sold by certain
shareholders of the Company (the "Selling Shareholders"). The
Company will not receive any of the proceeds from the offering.
The Common Stock of the Company is traded over-the-
counter in the NASDAQ National Market System. On April __,
1994, the closing price for the Common Stock as reported in The
Wall Street Journal was $_______ per share.
The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise. Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale. See
"PLAN OF DISTRIBUTION."
See "Risk Factors" for a discussion of certain risks
related to an investment in the Common Stock.
No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus. This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
The date of this Prospectus is April __, 1994.
THE COMPANY
Mentor Graphics Corporation (the "Company"), an
Oregon corporation organized in 1981, is headquartered in
Wilsonville, Oregon. The Company's common stock is traded on
the NASDAQ National Market System under the symbol MENT. The
Company designs, manufactures, markets and provides services
related to electronic design automation (EDA) software for the
integrated circuit and systems design markets. The address of
the principal executive offices of the Company is 8005 SW
Boeckman Road, Wilsonville, Oregon 97070-7777. The Company's
telephone number is (503) 685-7000.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files periodic reports and other
information with the Securities and Exchange Commission (the
"SEC"). Such reports, proxy statements, and other information
concerning the Company may be inspected and copies may be
obtained at prescribed rates at the offices of the SEC,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549,
as well as at the following regional offices: 7 World Trade
Center, 13th Floor, New York, New York 10048; and CitiCorp Center
500 West Madison Street, Suite 1400, Chicago, Illinois 60621. The
Company has filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, with respect to the
securities offered pursuant to this Prospectus. For further
information, reference is made to the Registration Statement
and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its
principal office at Judiciary Plaza, 450 Fifth Street, NW,
Washington, D.C. 20549.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus is
delivered, upon written or oral request to Frank S. Delia, Vice
President, General Counsel and Corporate Secretary, 8005 SW
Boeckman Road, Wilsonville, Oregon 97070-7777, (503) 685-
7000, copies of any and all of the information that has been
incorporated by reference into this Prospectus, other than
exhibits to such information unless such exhibits are
specifically incorporated by reference therein. The
information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be
read together with the information contained in the documents
or portions of documents incorporated by reference into this
Prospectus.
RISK FACTORS
History of Losses; Repeated Restructuring Charges.
In the years ended December 31, 1993, 1992, and 1991, the
Company incurred net losses of $32,073,000, $50,861,000, and
$61,613,000, respectively, including restructuring charges of
$24,800,000, $12,900,000, and $27,100,000, respectively. The
1993 restructuring charge related to a restructuring plan
approved in December 1993 aimed at reducing operating expenses
by streamlining and reorganizing Company operations. The 1992
and 1991 restructuring charges related to restructuring plans
aimed at improving the Company's focus on its core businesses
of integrated circuit design and electronic systems design.
Revenues for the past three years have been negatively impacted
by a poor international economy. While difficult to predict,
the Company's revenues will likely continue to be negatively
impacted by the economic recessions in Japan and in Europe.
There can be no assurance as to the Company's ability to avoid
future restructuring charges or to achieve sustained
profitability.
Shift Away From Hardware Sales. The Company
historically has sold complete EDA systems including software
provided by the Company and hardware purchased from third party
suppliers, principally Hewlett-Packard Company and Sun
Microsystems, Inc. During the last two years, the Company has
been executing a plan to exit from the hardware business and to
sell software only. This transition has been slow as the
Company attempts to meet the demands of some customers who
prefer to purchase their EDA solutions from one vendor. The
majority of the Company's customers now meet their hardware
needs by working directly with hardware vendors. Hardware
revenue is expected to become immaterial to the Company's
financial statements in 1994.
Technological Change. The market for the Company's
products is characterized by rapidly changing technology,
evolution of new industry standards and frequent introductions
of new products and product enhancements. The Company's
success will depend upon its continued ability to enhance its
existing products, to introduce new products on a timely and
cost-effective basis to meet evolving customer requirements, to
achieve market acceptance for new product offerings and to
respond to emerging industry standards and other technological
changes. There can be no assurance that the Company will be
successful in developing new products or enhancing its existing
products or that such new or enhanced products will receive
market acceptance.
Competition. The EDA industry is highly competitive
and has been characterized by rapid technological advances in
application software, operating systems and hardware. Some of
the Company's competitors and potential competitors may have
greater financial and marketing resources than the Company.
There can be no assurance that the Company will have the
financial resources, marketing, distribution and service
capability, depth of key personnel or technological knowledge
to compete successfully in the EDA market.
Key Personnel. The Company's success depends in part
upon its executive officers, none of whom are subject to long-
term employment contracts. The success of the Company also
depends on its ability to attract and retain qualifiedtechnical,
managerial and marketing personnel. Competition forsuch personnel
is intense in the software industry and therecan be no assurance
that the Company will be successful inattracting and retaining
such personnel.
Possible Volatility of Stock Price. The market price
of the Company's Common Stock may be subject to wide
fluctuations in response to quarter-to-quarter variations in
operating results, changes in earnings estimates by analysts,
announcements of technological innovations or new products by
the Company or its competitors, general conditions in the
software and computer industries and other events or factors.
In addition, the stocks of many technology companies have
experienced extreme price and volume fluctuations which have
often been unrelated to the companies' operating performance.
Such market fluctuations, as well as general economic,
political and market conditions, may adversely affect the
market price of the Company's Common Stock.
SELLING SHAREHOLDERS
The Selling Shareholders are all former shareholders
of CheckLogic Systems, Inc. ("CheckLogic"), who acquired the
Shares offered hereby in connection with the merger of Mentor
Graphics Acquisition, Inc., a wholly-owned subsidiary of the
Company, with and into CheckLogic. All of the Selling
Shareholders, other than Mr. Chiang, are now employees of the
Company. No Selling Shareholder is an officer of the
Company. The following table sets forth certain information
provided to the Company by the Selling Shareholders.
Shares of Common
Stock beneficially Common Stock
Name of Selling owned as of offered by this
Shareholder December 31, 1993 Prospectus
Chiou Min Chang 172,300 172,300
Wu-Tung Cheng 111,995 111,995
Josney Leung 60,305 60,305
S.H. Chiang 60,811 60,811
John A. Waicukauski 32,852(1) 15,202
_________________________
(1) Includes 5,384 shares subject to a stock option
exercisable prior to March 1, 1994.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made in the
over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price, or in negotiated transactions. In addition, Wu-Tung
Cheng may sell up to 2,787 Shares to Susheel Chandra for $.072
per share pursuant to an option granted by Mr. Cheng to Mr.
Chandra. The Shares may be sold by one or more of the
following methods: (a) block trades in which the broker or
dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer
as principal, in a market maker capacity or otherwise, and
resale by such broker or dealer for its account pursuant to
this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. The Selling
Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933
(the "Act") in connection with such sales. In addition, any
securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the Act, disclosing (i)
the name of such Selling Shareholder and of the participating
brokers or dealers, (ii) the number of Shares involved, (iii)
the price at which such Shares will be sold, (iv) the
commission paid or discounts or concessions allowed to such
brokers or dealers, where applicable, (v) that such brokers or
dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
RECENT DEVELOPMENTS
The following table shows certain information relating to the
Company's results of operations for the quarters ended March
31, 1994 and 1993, respectively:
Quarter ended March 31, 1994 1993
Total Revenues $ 84,451,000 $ 82,639,000
Operating income (loss) $ 4,174,000 $ (3,317,000)
Net income (loss) $ 3,792,000 $ (4,298,000)
Net income (loss) per common
and common equivalent share $ .08 $ (.09)
Weighted average number of common and
common equivalent shares outstanding 49,542,000 45,803,000
The improvement in revenues was primarily the result of
increased service and support revenue volume. The Company
began shipping Version 8.2 of its software late in the first
quarter of 1993. Increased service and support revenue is a
result of this improved release and continued customer
acceptance of the Company's software support programs.
Improvement in the results of operations is attributable to
higher gross margins and lower operating expenses. The Company
has been implementing a plan to exit the hardware business over
the last 2 years resulting in a mix shift to more higher margin
software only sales. Operating expenses declined as the Company
continued to execute against its fourth quarter 1993
restructuring plan aimed at reducing operating expenses and
reorganizing Company operations.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, Commission
File No. 0-13442.
2. The description of the Common Stock contained in
the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange
Commission under section 12 of the Securities
Exchange Act of 1934, as amended.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
EXPERTS
The consolidated financial statements and schedules of
Mentor Graphics Corporation and subsidiaries as of December 31,
1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, appearing or incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended
December 31,1993, have been incorporated by reference herein in
reliance upon the reports of KPMG Peat Marwick, independent
certified public accountants,incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing. To the extent that KPMG Peat Marwick audits and reports
on consolidated financialstatements of Mentor Graphics Corporation
and subsidiaries issued at future dates, and consents to the use
of their report thereon, such financial statements will be
incorporated by reference in the registration statement in
reliance upon their report and said authority. The report of KPMG
Peat Marwick covering the December 31, 1993 financial statements
refers to a change in the method of accounting for income taxes.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All expenses in connection with the issuance and
distribution of the securities being registered will be paid by
the Company. The following is an itemized statement of these
expenses:
Registration fee........................ $ 1,932
Legal fees.............................. 1,500*
Accounting Fees......................... 5,000*
Miscellaneous........................... 100*
Total.............................. $ 8,532
____________________
*Estimated
Item 15. Indemnification of Directors and Officers.
Article V of the Company's Bylaws indemnifies
directors and officers to the fullest extent permitted by the
Oregon Business Corporation Act (Act). The effects of Article
V are summarized as follows:
(a) The Article grants a right of indemnification in
respect of any action, suit, or proceeding (other than an
action by or in the right of the Company) against expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred, if the person
concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interests of the Company, was not adjudged liable on the basis
of receipt of an improper personal benefit and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. The termination of an
action, suit, or proceeding by judgment, order, settlement,
conviction, or plea of nolo contendere does not, of itself,
create a presumption that the person did not meet the required
standards of conduct.
(b) The Article grants a right of indemnification in
respect of any action or suit by or in the right of the Company
against the expenses (including attorneys' fees) actually and
reasonably incurred if the person concerned acted in good faith
and in a manner the person reasonably believed to be in or not
II-1
opposed to the best interests of the Company, except that no
right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful on the
merits of a controversy described in (a) or (b) above is
entitled to indemnification as a matter of right.
(d) The Company is required to promptly indemnify a
director or officer unless it is determined by a majority of
disinterested directors or by independent counsel that the
person's actions did not meet the relevant standard for
indemnification. If the disinterested directors or independent
counsel determine that the indemnification is not required, the
person seeking indemnification may petition a court for an
independent determination. In any court action, the Company
will have the burden of proving that indemnification would not
be proper. Neither the disinterested directors' failure to
make a determination regarding indemnification for the claim
nor an actual determination that the person failed to meet the
applicable standard will be a defense to such action or create
a presumption that the person is not entitled to
indemnification.
(e) The Company will advance to a director or officer the
expenses incurred in defending any action, suit or proceeding
in advance of its final disposition if the director or officer
affirms in good faith the he or she is entitled to indemnification
and undertakes to repay any amount advanced if it is determined by
a court that the person is not entitled to indemnification.
(f) The Company may obtain insurance for the protection
of its directors and officers against any liability asserted
against them in their official capacities.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any bylaw, agreement,
vote of shareholders or directors, or otherwise.
The Company has also entered into Indemnity
Agreements with all directors and officers. While the
Indemnity Agreements in large part incorporate the indemnification
provisions of the Act as described above, they vary from the Act
in several respects. The Indemnity Agreements obligate the
Company to provide the maximum indemnification protection allowed
under Oregon law, which is intended to provide indemnification
broader than that expressly authorized by the Act. The most
significant effect of the
II-2
Indemnity Agreements is to add indemnification for judgments
and settlements of derivative lawsuits to the fullest extent
permitted by law as may be limited by public policy considerations
applied by the courts.
Item 16. Exhibits.
4A. Restated Articles of Incorporation of the
Company, as amended. Incorporated by reference
to Exhibit 4A to the Company's Registration
Statement on Form S-3 (Registration No. 33-
23024).
4B. Bylaws of the Company. Incorporated by
reference to Exhibit 3B to the Company's Annual
Report on Form 10-K for the year ended December
31, 1993, File No. 0-13442.
5. Opinion of Counsel.
23. Consent of Accountants. See Page II-7. *
24. Powers of Attorney.
___________________________________
* Filed with Amendment No. 1
Item 17. 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;
(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, represents 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-
II-3
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each new
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 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 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.
(c) 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.
II-4
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-3 and has duly caused this amendment to the registration
statement to be on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilsonville, State of Oregon, on
May 10, 1994.
MENTOR GRAPHICS CORPORATION
By____________________________
Frank S. Delia
Vice President,
Chief Administrative Officer
II-5
Pursuant to the requirements of the Securities Act of
1933, this amendment to the registration statement has been signed
by the following persons in the capacities indicated on this 10th
day of May, 1994.
Signature Title
(1) Principal Executive Officer:
*WALDEN C. RHINES
____________________________ President,
Walden C. Rhines Chief Executive Officer,
and Director
(2) Principal Financial Officer:
____________________________ Executive Vice President
R. Douglas Norby and Chief Financial
Officer
(3) Principal Accounting Officer:
____________________________ Corporate Controller and
James J. Luttenbacher Chief Accounting Officer
(4) Directors:
*THOMAS H. BRUGGERE
____________________________ Director
Thomas H. Bruggere
*MARSHA B. CONGDON
____________________________ Director
Marsha B. Congdon
*DAVID R. HATHAWAY
____________________________ Director
David R. Hathaway
*FONTAINE K. RICHARDSON
____________________________ Director
Fontaine K. Richardson
*JON A. SHIRLEY
____________________________ Director
Jon A. Shirley
*DAVID N. STROHM
____________________________ Director
David N. Strohm
*By__________________________________
Frank S. Delia, Attorney-in-Fact
II-6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference herein of our
reports dated February 1, 1994, relating to the consolidated
balance sheets of Mentor Graphics Corporation and subsidiaries
as of December 31, 1993 and 1992, and the related consolidated
statements of operations, stockholders' equity, and cash flows and
related schedules for each of the years in the three-year period
ended December 31, 1993, which reports appear or are incorporated
by reference in the December 31, 1993 annual report on Form 10-K
of Mentor Graphics Corporation, and to references to our Firm
under the heading "Experts" in the prospectus. Our reports refer
to a change in the method of accounting for income taxes.
KPMG PEAT MARWICK
Portland, Oregon,
May 10, 1994
II-7
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
4A. Restated Articles of Incorporation
of the Company, as amended.
Incorporated by reference to
Exhibit 4A to the Company's
Registration Statement on Form S-3
(Registration No. 33-23024).
4B. Bylaws of the Company.
Incorporated by reference to
Exhibit 3B to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1989, File No.
0-13442.
5. * Opinion of Counsel.
23.** Consent of Independent Certified .
Public Accountants
See Page II-7.
24.* Powers of Attorney.
_________________________________________
* Filed with Amendment No. 1
* Filed with Amendment No 2
