As filed with the Securities and Exchange Commission on February 26, 1997
Registration Statement No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEYSTONE HERITAGE GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2219740
(State of incorporation) (I.R.S. Employer
Identification No.)
555 Willow Street
Lebanon, Pennsylvania 17046
(Address of principal executive offices) (Zip Code)
Keystone Heritage Group, Inc.
1996 Independent Directors Stock Option Plan
(Full title of the plan)
Kurt A. Phillips
Executive Vice President and Chief Financial Officer
Keystone Heritage Group, Inc.
555 Willow Street
Lebanon, PA 17046
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Title of Amount of shares maximum offering Proposed maximum Amount of
securities to to be price aggregate registration
be registered registered 1 per share 2 offering price 2 fee 2
Common Shares, par 60,000 shares 12,000 @ $21.75 $261,000 $480.98
value $5.00 per 48,000 @ $27.63 $1,326,240
share
</TABLE>
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1 In addition, pursuant to Rule 416(a), this registration statement also
covers an indeterminate number of additional shares as may become issuable under
the plan in connection with share splits, dividends or similar transactions.
2 Calculated pursuant to Rule 457(h). As to shares subject to outstanding
but unexercised options, the price and fee are computed based upon the price at
which such options may be exercised. As to the remaining shares, the price and
fee are computed based upon $27.63, the average of the high and low prices of
the Registrant's Common Shares as reported on the American Stock Exchange on
February 24, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a)
PROSPECTUS
(Not required to be filed as part of this registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Keystone Heritage Group, Inc. (the "Company") hereby incorporates the
following documents into this registration statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company under the Securities
Exchange Act of 1934 (the "Exchange Act") on July 31, 1985, including any
amendment or report filed for the purpose of updating such description;
(c) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(d) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since September 30, 1996.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement, but 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 a part hereof from the date
of filing of each such report or other document.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Pennsylvania Business Corporation Law ("PBCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason of the fact
that the person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was bought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
The PBCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, shareholders' vote,
agreement or otherwise; provided that the indemnification shall not be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
The PBCL also empowers corporations to purchase and maintain insurance on
behalf of any person who is or was a representative of the corporation, or is or
was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.
Section 4.10 of the By-laws of the Company provides that a Director of the
Company shall not be personally liable for monetary damages as such for any
action taken, or any failure to take any action, unless: (a) the director has
breached or failed to perform the duties of his or her office in good faith, in
a manner in which he or she reasonably believes to be in the best interest of
the Company, and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances; and (b) the breach or
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failure to perform constitutes self-dealing, willful misconduct or recklessness.
The above-referenced provisions do not apply to the responsibility or liability
of a director pursuant to any criminal statute or the liability of a director
for the payment of local, state or federal taxes.
Section 6.1 of the Bylaws of the Company further provides that the Company
will indemnify each person who is or was a director or officer of the Company
against any and all liability and reasonable expense that may be incurred by him
in connection with or resulting from any claim, action, suit or proceeding
(whether brought by or in the right of the Company), civil or criminal, or in
connection with an appeal relating thereto, in which he may become involved, as
a party or otherwise, by reason of his being or having been a director or
officer of the Company, or by reason of any past or future action taken or not
taken in his capacity as such director or officer, whether or not he continues
to be such at the time such liability or expense is incurred, provided such
person acted, in good faith, in what he reasonably believed to be the best
interests of the Company, and, in addition, in any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. As
used in Section 6.1, the terms "liability" and "expense" include, but are not
limited to, counsel fees and disbursements and amounts of judgments, fines, or
penalties against, any amounts paid in settlement by a director or officer other
than amounts paid to the Company. The termination of any claim, action, suit, or
proceeding, civil or criminal, by judgment, 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 the first sentence of this
paragraph, except where there shall have been a judgment rendered specifically
finding that the action or conduct of such director or officer constituted
negligence or misconduct. Any such director or officer who has been wholly
successful, on the merits or otherwise, with respect to any claim, action, suit
or proceeding of the character described herein shall be entitled to
indemnification as of right. Except as provided in the preceding sentence, any
indemnification hereunder shall be made at the discretion of the Company, but
only if (1) the Board, acting by a quorum consisting of directors who are not
parties to (or who have been wholly successful with respect to) such claim,
action suit, or proceeding, shall find that the director or officer has met the
standards of conduct set forth in the first sentence of this paragraph, or (2)
independent legal counsel (who may be the regular counsel for the Company) shall
deliver it to their written advice that, in their opinion, such director or
officer has met such standards. Expenses incurred with respect to any such
claim, action, suit or proceeding may be advanced by the Company prior to the
final disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless it shall ultimately be determined that he
is entitled to indemnification. The rights of indemnification provided in
Section 6.1 are in addition to any rights to which such person concerned may
otherwise be entitled by contract or as a matter of law, and inures to the
benefit of the heirs, executors and administrators of any such person.
The Company's directors and officers also are covered by a conventional
policy of directors' and officers' insurance which provides, among other things,
protection against certain liabilities arising out of the discharge of their
duties.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Keystone Heritage Group, Inc. 1996 Independent Directors Stock
Option Plan.
5 Opinion of Drinker Biddle & Reath, counsel to the Registrant
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
23.2 Consent of Drinker Biddle & Reath (included in the opinion filed
as Exhibit 5 hereto)
Item 9. Undertakings.
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
1933 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in value and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" Table in the effective 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 (1) (i) and (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the 1933
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.
(4) That, for purposes of determining any liability under the 1933
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 the time shall be deemed to be the initial bona fide offering thereof;
(5) Insofar as indemnification for liabilities arising under the 1933
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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Lebanon, Pennsylvania on February 11, 1997.
KEYSTONE HERITAGE GROUP
BY: /s/ Albert B. Murry
Albert B. Murry
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
/s/ Raymond M. Dorsch, Jr. February 11, 1997
Raymond M. Dorsch, Jr. Director
/s/ Lance M. Frehafer February 11, 1997
Lance M. Frehafer Secretary and Director
/s/ Harry J. Gensemer February 11, 1997
Harry J. Gensemer Director
/s/ Charles V. Henry III February 11, 1997
Charles V. Henry III Director
/s/ Wendi DiMatteo Holsinger February 11, 1997
Wendi DiMatteo Holsinger Director
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/s/ Bruce A. Johnson February 11, 1997
Bruce A. Johnson Director
/s/ Donald W. Lesher, Jr. February 11, 1997
Donald W. Lesher, Jr. Vice President and Director
/s/ Thomas I. Siegel February 11, 1997
Thomas I. Siegel Director
/s/ Brett H. Tennis February 11, 1997
Brett H. Tennis Director
/s/ Mark Randolph Tice February 11, 1997
Mark Randolph Tice Director
/s/ John E. Wengert February 11, 1997
John E. Wengert Director
/s/ Earnest D. Williams, Jr. February 11, 1997
Earnest D. Williams, Jr. Director
/s/ Albert B. Murry February 11, 1997
Albert B. Murry President, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Kurt A. Phillips February 11, 1997
Kurt A. Phillips Treasurer
(Principal Financial and
Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Title
4 Keystone Heritage Group, Inc.
1996 Independent Directors Stock Option Plan
5 Opinion of Drinker Biddle and Reath
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Drinker Biddle and Reath (included in the opinion
filed as Exhibit 5 hereto)
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EXHIBIT 4
KEYSTONE HERITAGE GROUP, INC.
1996 INDEPENDENT DIRECTORS STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan (the "Plan") is to advance the
development, growth and financial condition of Keystone Heritage Group, Inc.
(the "Company"), by providing incentives through participation in the
appreciation of capital stock of the Company so as to secure, retain and
motivate members of the Company's Board of Directors (the "Board") who are not
officers and employees of the Company or any subsidiary thereof ("non-employee
directors"). This Plan shall be interpreted and implemented in a manner so that
non-employee directors will not fail, by reason of this Plan or their
participation in it, to be "disinterested persons" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, as to any employee
benefit plan of the Company or its affiliates.
2. Term. The Plan shall become effective as of the date the Company's
stockholders duly approve the Plan (the "Effective Date"). If the Plan is so
approved, it shall continue in effect until any stock options granted under the
Plan either have lapsed or been exercised, satisfied or cancelled according to
their terms under the Plan.
3. Stock. The shares of stock that may be issued under the Plan shall not
exceed, in the aggregate, Sixty Thousand (60,000) shares of the Company's common
stock, par value $5.00 per share (the "Stock"), provided that said shares of
Stock may be increased by an amount not to exceed Five Thousand (5,000) shares
of Stock for each individual who becomes a non-employee director, other than
current or prior members of the Board, at any time within a five (5) year period
after the Effective Date. In addition, the aggregate amount of Stock under the
Plan may be adjusted pursuant to paragraph 10. Such shares of Stock may be
either authorized and unissued shares of Stock, or authorized shares of Stock
issued by the Company and subsequently reacquired by it as treasury stock. Under
no circumstances shall any fractional shares of Stock be issued under the Plan.
The Company shall reserve and keep available, and shall duly apply for any
requisite governmental authority to grant the stock options under this Plan, and
issue or sell the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Company's failure to obtain any such
governmental authority deemed necessary by the Company's legal counsel for the
proper grant of the stock options under this Plan and/or the issuance and sale
of Stock under the Plan shall relieve the Company of any duty, or liability for
the failure to grant the stock options under this Plan and/or issue or sell the
Stock as to which such authority has not been obtained.
<PAGE>
4. Stock Options. Stock options shall be granted under the Plan to all current
non-employee directors of the Company, and any non-employee director, other than
current or prior members of the Board, who becomes a member of the Board at any
time within a five (5) year period after the Effective Date (such directors
shall be referred to under this Plan as a "Director"). Every stock option
granted to a Director shall be exercisable during his or her lifetime only by
the Director, and shall not be salable, transferable or assignable by the
Director except by his or her Will or pursuant to applicable laws of descent and
distribution. Commencing on the Effective Date and then annually for the four
(4) years thereafter, or in the case of a Director who becomes a member of the
Board at any time within a five (5) year period after the Effective Date,
commencing on the date he or she is elected or appointed to the Board and then
annually for the four (4) years thereafter, a Director shall be granted a stock
option to purchase one thousand (1,000) shares of Stock (the "Stock Option")
under the following terms and conditions:
(a) The time period during which any Stock Option is exercisable shall be ten
(10) years after the date the Stock Option is granted to the Director.
(b) If the Director ceases to be a member of the Board for any reason other than
his or her mandatory retirement because of age pursuant to the Company's
By-Laws, the Director may exercise the Stock Option not more than twelve (12)
months after such cessation; if the Director dies at any time, the Director's
qualified personal representative or any persons who acquire the Stock Options
pursuant to his or her Will or laws of descent and distribution, may exercise
any Stock Options during their remaining terms for a period of not more than
twelve (12) months after the Director's death to the extent that the Stock
Options would then and remain exercisable; if the Director retires because of
the aforesaid mandatory age requirement, he or she may exercise any Stock
Options granted to him or her for their remaining terms; in all of the above
events, the Director shall not receive any further grants of Stock Options under
the Plan.
(c) The purchase price of a share of Stock subject to a Stock Option shall be
the fair market value of the Stock as determined under paragraph 6 hereof.
5. Exercise. Except as otherwise provided in the Plan, the Stock Option may be
exercised in whole or in part by giving written notice thereof to the Secretary
of the Company, or his or her designee, identifying the Stock Option being
exercised, the number of shares of Stock with respect thereto, and other
information pertinent to the exercise of the Stock Option. The purchase price of
the shares of Stock with respect to which a Stock Option is exercised shall be
paid with the written notice of exercise, either in cash or in Stock which has
been held by
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the Director for at least six (6) months at its then current fair market value,
or in any combination thereof. Funds received by the Company from the exercise
of any Stock Option shall be used for its general corporate purposes. The number
of shares of Stock subject to a Stock Option shall be reduced by the number of
shares of Stock with respect to which the Director has exercised rights under
the Stock Option.
If the Company or its stockholders execute an agreement to dispose of
all or substantially all of the Company's assets or capital stock by means of
sale, merger, consolidation, reorganization, liquidation or otherwise, as a
result of which the Company's stockholders as of immediately before such
transaction will not own at least fifty percent (50%) of the total combined
voting power of all classes of voting capital stock of the surviving entity (be
it the Company or otherwise) immediately after the consummation of such
transaction, thereupon any and all Stock Options which the Director would be
entitled to receive under the Plan shall be immediately granted to the Director
until the consummation of such transaction, or if not consummated, until the
agreement therefor expires or is terminated, in which case thereafter all Stock
Options shall be treated as if said agreement never had been executed. If during
any period of two (2) consecutive years, the individuals who at the beginning of
such period constituted the Board, cease for any reason to constitute at least a
majority of the Board, unless the election of each director of the Board, who
was not a director of the Board at the beginning of such period, was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period, thereupon any and all Stock Options
which the Director would be entitled to receive under the Plan shall be
immediately granted to the Director. If there is an actual, attempted or
threatened change in the ownership of at least twenty-five percent (25%) of any
classes of voting capital stock of the Company through the acquisition of, or an
offer to acquire such percentage of the Company's voting capital stock by any
person or entity, or persons or entities acting in concert or as a group, and
such acquisition or offer has not been duly approved by the Board, thereupon any
and all Stock Options which the Director would be entitled to receive under the
Plan shall be immediately granted.
6. Value. Where used in the Plan, the "fair market value" of Stock shall mean
and be determined as follows: in the event that the Stock is listed on an
established exchange, the closing price of the Stock on the date of the annual
meeting of stockholders for the year when the Stock Option is granted to the
Director (the "Relevant Date") or, if no trade did occur on that day, on the
next preceding day on which a trade occurred. In the event that no closing bid
or asked quotation is available on one (1) or more of such trading days, the
fair market value shall be determined by reference to the five (5) trading days
immediately
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preceding the Relevant Date on which closing bid and asked
quotations are available.
7. Continued Relationship. Nothing in the Plan or any Stock Option shall confer
upon any Director or any right to continue his or her relationship with the
Company as a director, or limit or affect any rights, powers or privileges that
the Company or its affiliates may have to supervise, discipline and terminate
such Director, and the relationships thereof.
8. General Restrictions. Each Stock Option shall be subject to the requirement
and provision that if at any time the Board determines it necessary or desirable
as a condition of or in consideration of making such Stock Option, or the
purchase or issuance of Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Stock Option, or the Stock Option
itself, upon any securities exchange or under any federal or state securities or
other laws, (b) the approval of any governmental authority, or (c) an agreement
by the Director with respect to disposition of any Stock (including without
limitation that at the time of the Director's exercise of the Stock Option, any
Stock thereby acquired is being and will be acquired solely for investment
purposes and without any intention to sell or distribute such Stock), then such
Stock Option shall not be consummated in whole or in part unless such listing,
registration, qualification, approval or agreement shall have been appropriately
effected or obtained to the satisfaction of the Board and legal counsel for the
Company. Notwithstanding anything to the contrary herein, a Director shall not
sell, transfer or otherwise dispose of any shares of Stock acquired pursuant to
a Stock Option unless at least six (6) months have elapsed from the date the
Stock Option was granted, if at the time of such disposition the Director is
subject to Section 16 of the Securities Exchange Act of 1934, as amended.
9. Rights. Except as otherwise provided in the Plan, the Director shall have no
rights as a holder of the Stock subject thereto unless and until one or more
certificates for the shares of such Stock are issued and delivered to the
Director. No adjustments shall be made for dividends, either ordinary or
extraordinary, or any other distributions with respect to Stock, whether made in
cash, securities or other property, or any rights with respect thereto, for
which the record date is prior to the date that any certificates for Stock
subject to a Stock Option are issued to the Director pursuant to his or her
exercise thereof. No Stock Option, or the grant thereof, shall limit or affect
the right or power of the Company or its affiliates to adjust, reclassify,
recapitalize, reorganize or otherwise change its or their capital or business
structure, or to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.
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10. Adjustments. In the event of any change in the number of issued and
outstanding shares of Stock which results from a stock split, reverse stock
split, payment of a stock dividend or any other change in the capital structure
of the Company, the maximum number of shares subject to each outstanding Stock
Option, and (where appropriate) the purchase price per share thereof (but not
the total purchase price), shall be proportionately adjusted so that upon
exercise or realization of such Stock Option, the Director shall receive the
same number of shares he or she would have received had he or she been the
holder of all shares subject to his or her outstanding Stock Option and
immediately before the effective date of such change in the number of issued and
outstanding shares of Stock. Such adjustments shall not, however, result in the
issuance of fractional shares.
In the event the Company is the surviving company of any merger,
consolidation or other reorganization, any and all outstanding Stock Options
shall apply and relate to the securities to which a holder of Stock is entitled
after such merger, consolidation or other reorganization. Upon any liquidation
or dissolution of the Company, or any merger, consolidation or other
reorganization of which the Company is not the surviving company, any and all
outstanding Stock Options shall terminate upon consummation of such merger,
consolidation or other reorganization, but prior to such consummation shall be
exercisable to the extent that the same otherwise are exercisable under the
Plan.
11. Forfeiture. Notwithstanding anything to the contrary in this Plan, if the
involved Director has been engaged in fraud, embezzlement, theft, commission of
a felony, or dishonesty in the course of his or her relationship with the
Company or its affiliates that has damaged them, or that the Director has
disclosed trade secrets of the Company or its affiliates, the Director shall
forfeit all rights under and to all unexercised Stock Options, and all exercised
Stock Options under which the Company has not yet delivered certificates for
shares of Stock (as the case may be), and all rights to receive Stock Options
shall be automatically cancelled.
12. Miscellaneous. Any reference contained in this Plan to a particular section
or provision of law, rule or regulation, including but not limited to the
Internal Revenue Code of 1986 and the Securities Exchange Act of 1934, both as
amended, shall include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be, of similar import.
With respect to persons subject to Section 16 of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 or any successor rule
that may be promulgated by the Securities and Exchange Commission. To the extent
any provision of this Plan fails to so
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comply, it shall be deemed null and void, to the extent permitted by applicable
law, subject to the provisions of paragraph 13 below. Where used in this Plan:
the plural shall include the singular, and unless the context otherwise clearly
requires, the singular shall include the plural; and, the term "affiliates"
shall mean each and every subsidiary and any parent of the Company. The captions
of the numbered paragraphs contained in this Plan are for convenience only, and
shall not limit or affect the meaning, interpretation or construction of any of
the provisions of the Plan.
13. Amendment. The Plan may not be amended, suspended or terminated except as
may be provided for herein, or as may be required under the provisions of the
Internal Revenue Code of 1986, as amended, and Section 16 of the Securities
Exchange Act of 1934, as amended, and Rule 16b-3 of the Securities and Exchange
Commission. If any provision of the Plan would cause a non- employee director
not to be a "disinterested person" within the meaning of Rule 16b-3 under the
Exchange Act as then applicable to any employee benefit plan of the Company,
such provision shall be construed or deemed amended to the extent necessary to
preserve such non-employee director's status as a "disinterested person".
14. Taxes. The issuance of shares of Stock under the Plan shall
be subject to any applicable taxes or other laws or regulations
of the United States of America and any state or local authority
having jurisdiction thereover.
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EXHIBIT 5
February 26, 1997
Keystone Heritage Group, Inc.
555 Willow Street
Lebanon, Pennsylvania 17046
Re: Keystone Heritage Group, Inc.
Securities and Exchange Commission
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Keystone Heritage Group, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") relating to 60,000
common shares of the Company, par value $5.00 per share (the "Shares"), issuable
upon the exercise of options granted under the Company's 1996 Independent
Directors Stock Option Plan (the "Plan").
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Articles of
Incorporation, its By-laws, resolutions of its Board of Directors and
shareholders, the Plan, and such other documents and corporate records as we
have deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the issuance of the Shares
by the Company upon the exercise of stock options properly granted under the
Plan has been duly authorized by the necessary corporate action of the Board of
Directors of the Company and its shareholders and such Shares, upon exercise of
such options and payment therefor in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the
United States and the laws of the Commonwealth of Pennsylvania.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not
<PAGE>
certified any part of the Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
DRINKER BIDDLE & REATH
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Keystone Heritage Group, Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of our report dated January 26, 1996 relating to the consolidated balance
sheets of Keystone Heritage Group, Inc. as of December 31, 1995 and 1994, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1995
which appears in the annual report on Form 10-K for the year ended December 31,
1995.
Our report refers to the adoption of the provisions of Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes", in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
February 26, 1997
