Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
AMC Entertainment Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-1304369
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
106 West 14th Street, Kansas City, Missouri 64105
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(Address of Principal Executive Offices) (Zip Code)
AMC Entertainment Inc. 1999 Stock Option Plan for Outside Directors
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(Full Title of Plan)
Peter C. Brown
106 West 14th Street
P.O. Box 219615
Kansas City, Missouri 64121-9615 (816) 221-4000
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Raymond F. Beagle, Jr.
Lathrop & Gage L.C.
2345 Grand Boulevard, Suite 2800
Kansas City, Missouri 64108
(816) 460-5823
Calculation of Registration Fee
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ---------- ---------- ------------ ----------------- ---
Common Stock
66 2/3% par 200,000 shares $9.40625 $1,881,250 $497
value
1 The maximum offering price is estimated to be $9.40625 per share pursuant to
Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration
fee, which amount represents the average of the high and low prices of the
Registrant's common stock reported on the AMEX composite tape on December 7,
1999.
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Part II
Information Required In The Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the" Commission") are incorporated herein by
reference and hereby made a part hereof:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended April 1, 1999.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since April 1,
1999.
(c) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A filed August 18, 1983 (File no. 0-12429).
(d) All documents hereafter filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment that
indicates all of the securities offered hereby have been sold or
that deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock offered
hereby have been passed upon for the Company by Lathrop & Gage L.C.,
Kansas City, Missouri. Raymond F. Beagle, Jr., a member of Lathrop &
Gage L.C., is general counsel of the Registrant and a voting trustee of
the Durwood Voting Trust, which is the record holder of all the
Registrant's outstanding Class B stock.
Item 6. Indemnification of Directors and Officers.
AMC Entertainment Inc. ("AMCE") is incorporated in Delaware. Under
Section 145 of the Delaware General Corporation Law, a corporation has
the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right of
the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in
any such action, suit, or proceeding. AMCE's Certificate of
Incorporation requires indemnification of directors and officers to the
full extent permitted by the Delaware General Corporation Law and
provides that, in any action by a claimant, AMCE shall bear the burden
of proof that the claimant is not entitled to indemnification.
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Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends
on, capital stock) of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit. The Certificate of Incorporation of AMCE contains the
provisions permitted by Section 102(b)(7) of the Delaware General
Corporation Law.
Section 7(d) of the 1999 Stock Option Plan for Outside Directors (the
"Plan") provides that no member of the Board or the Compensation
Committee of the Board or any officer shall be personally liable for
any action, determination or interpretation taken or made in good faith
with respect to the Plan and that all such persons shall be indemnified
to the extent permitted by law in respect to any such action,
determination or interpretation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 - Amended and Restated Certificate of Incorporation of AMC
Entertainment Inc. (1)
4.2 - Bylaws of AMC Entertainment Inc. (2)
4.3 - AMC Entertainment Inc. 1999 Stock Option Plan for Outside
Directors
5.1 - Opinion of Lathrop & Gage L.C. as to the validity of the stock
being issued.
23.1 - Consent of Lathrop & Gage L.C. to the use of their opinion filed
as Exhibit 5.1 (included in Exhibit 5.1).
23.2 - Consent of PricewaterhouseCoopers, LLP.
24.1 - Power of Attorney (included elsewhere in the Registration
Statement).
(1) Previously filed as Exhibit 3.1 to Registrant's Form 10-Q
(File no. 1-8747) for the quarter ended January 1, 1998 and
incorporated herein by reference.
(2) Previously filed as Exhibit 3.3 to Registrant's Form 10-Q
(File no. 0-12429) for the quarter ended December 26, 1996
and incorporated herein by reference.
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Item 9. Undertakings.
1. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(a) 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,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 1.(a)(i) and 1.(a)(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 by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be 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) 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.
2. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 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.
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3. Indemnification Matters.
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
Securities Act of 1933 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
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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 authorized,
in Kansas City, Missouri on this10th day of December, 1999.
AMC ENTERTAINMENT INC.
By /s/ Peter C. Brown
Peter C. Brown
Chairman of the Board, Chief
Executive Officer & President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated below. By so signing, each person whose signature appears
below this Registration Statement on Form S-8 in his or her capacity as a
director or officer, or both, as the case may be, of the Registrant does hereby
severally constitute and appoint Peter C. Brown and Craig R. Ramsey, and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with the full power of substitution and
resubstitution, to sign for him or her and in his or her name, place and stead
in any and all capacities indicated below, any and all pre-effective and
post-effective amendments to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
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.
Date: December 10, 1999 /s/ Peter C. Brown
----------------------------------------
Peter C. Brown, Chairman of the Board,
Chairman of the Board, President, Chief
Executive Officer and Director
Date: December 10, 1999 /s/ Charles J. Egan, Jr.
----------------------------------------
Charles J. Egan, Jr., Director
Date: December 10, 1999 /s/ W. Thomas Grant II
----------------------------------------
W. Thomas Grant II, Director
Date: December 10, 1999
----------------------------------------
Charles S. Paul, Director
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Date: December 10, 1999 /s/ Paul E. Vardeman
----------------------------------------
Paul E. Vardeman, Director
Date: December 10, 1999 /s/ Craig R. Ramsey
----------------------------------------
Craig R. Ramsey, Senior Vice President,
Finance and Chief Accounting Officer
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Exhibit 4.3
AMC ENTERTAINMENT INC.
1999 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
1. Name; Purposes; Definitions.
The name of this plan is the AMC Entertainment Inc. 1999 Stock Option
Plan for Outside Directors (the "Plan").
The purpose of the Plan is to provide Outside Directors an opportunity
to acquire Stock of the Company, thereby promoting the long-term success of the
Company by aligning Outside Director interests with those of stockholders and
linking Outside Director compensation to Company performance.
For purposes of this Plan, the following terms shall be defined as set
forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Change in Control Event shall have the same meaning as in the
Company's 1999 Stock Option and Incentive Plan.
(c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.
(d) "Committee" means the Compensation Committee of the Board, or any
other committee the Board may subsequently appoint to administer
the Plan pursuant to Section 2.
(e) "Company" means AMC Entertainment Inc., a corporation organized
under the laws of the State of Delaware (or any successor
corporation).
(f) "Disability" means "long term disability," as defined in the
American Multi-Cinema, Inc. Long Term Disability Plan, or any
comparable plan of the Company or American Multi-Cinema, Inc.,
or, if there is no such plan, the inability of the Outside
Director to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which
can be expected to result in death or to last for a continuous
period of not less than twelve months as determined by the
Committee based on the opinion of a qualified physician (or other
medical certificate) and other evidence acceptable to the
Committee.
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(g) "Effective Date" means the date the plan is approved by the
stockholders of the Company.
(h) "Fair Market Value" of a share of Stock on the date as of which
fair market value is to be determined means the closing sales
price for the Stock , as reported on the American Stock Exchange,
or, if not so reported, on the New York Stock Exchange, or, if
not so reported, on the NASDAQ/National Market System, or, if not
so reported, the closing sales price as reported by any other
appropriate reporting system of general circulation, on the date
for which the value is to be determined, or if there is no
closing sales price on such date, then the closing price
on the last day for which transactions in Stock were so reported
prior to the date on which the value is to be determined.
(i) "Mature Stock" means Stock which was obtained through the exercise
of an option under this Plan or any other plan of the Company, or
otherwise, which is delivered to the Company in order to exercise
an Option and which has been held continuously by an Optionee
for six months or more.
(j) "Nonqualified Stock Option" means any Stock Option that by its
terms is designated as not being an "incentive stock option"
within the meaning of Section 422 of the Code.
(k) "Option Value" means 30% of the Fair Market Value of a share of
the Company's Stock on the date a Stock Option is granted.
(l) "Option Price" means 100% of the Fair Market Value of a share
of the Company's Stock on the date a Stock Option is granted.
(m) "Optionee" means the recipient of a Stock Option.
(n) "Outside Director" means a director of the Company who is
not an employee of the Company or any of its subsidiaries.
(o) "Stock" means the Company's presently authorized Common Stock,
par value 66 2/3 cents per share, except as this definition
may be modified pursuant to Section 3 hereunder.
(p) "Stock Option" means any nonqualified option to purchase shares of
Stock granted pursuant to Section 5.
2. Administration.
The Plan shall be administered by a Committee of not less than two
Directors, who
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shall be appointed by the Board and who shall serve at the pleasure of the
Board. Until otherwise specified by the Board, the Plan shall be administered
by the Compensation Committee of the Board. If at any time no Committee shall
be in office, then the functions of the Committee shall be exercised by the
Board.
The Committee shall have no discretion as to the Directors to whom
stock options are granted, the timing of such grants, the number of shares
subject to any Stock Option, the exercise price of any Stock Option, the periods
during which any Stock Option may be exercised or the term of any Stock Option,
which matters shall be determined as herein provided.
3. Stock Subject to Plan.
(a) The total number of shares of Stock reserved and available for
issuance under the Plan shall be 200,000. Such shares may consist, in whole or
in part, of authorized and unissued shares or treasury shares.
(b) In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in (i) the
aggregate number and kind of shares reserved for issuance under the Plan, (ii)
the limits on the number of options that may be granted to each non-employee
director under the Plan and (iii) the number and kind and option price of shares
subject to outstanding Stock Options granted under the Plan, as may be
determined by the Board, provided that the number of shares subject to any award
shall always be a whole number.
(c) If any shares of Stock subject to a Stock Option shall not be
issued or transferred or shall cease to be issuable or transferable under such
Stock Option, such shares shall no longer be charged against the limitation
provided for in paragraph (a) of this Section 3 and may again be made subject to
Stock Options. Notwithstanding the foregoing, no shares which are used by an
Optionee for the full or partial payment to the Company of the purchase price of
shares upon exercise of an Option, or for any withholding taxes due as a result
of such exercise, may become available for Stock Options under the Plan.
4. Eligibility.
Each member of the Board who is an Outside Director shall receive
Nonqualified Stock Options in accordance with the provisions of Section 5.
5. Stock Options.
(a) (i) On the first business day after the 1999 Annual Meeting of
Stockholders of the Company, and thereafter on the first business day after such
person is elected or appointed to
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the Board during the term of the Plan, each member of the Board who is an
Outside Director who has not theretofore received an award under this clause
(i) shall be granted automatically on a one-time basis a Nonqualified Stock
Option for that number of shares of Stock determined by dividing $14,000 by the
Option Value, and rounding the result up to the next integral of 10.
(ii) On the first business day after the 1999 Annual Meeting of Stockholders of
the Company, and thereafter on the first business day during the term of the
Plan, each member of the Board who is an Outside Director who shall have filed
with the Secretary of the Company prior to the date such person is elected or
appointed to the Board a written election to receive Stock Options in lieu of
all or a specified portion of his or her annual cash retainer shall be granted
automatically a Nonqualified Stock Option to purchase that number of shares of
Stock determined by dividing all or such specified portion of such annual cash
retainer (up to $65,000) by the Option Value and rounding the result up to the
next integral of 10.
(iii) If an Outside Director is elected or appointed to the Board other than on
the date of an annual meeting of stockholders, the $65,000 amount described in
clause (ii) will be prorated based on the remaining number of quarterly periods
remaining until the next regularly scheduled annual meeting of stockholders.
(b) Stock Options granted under the Plan shall be subject to the
following terms and conditions:
(i) The exercise price per share of Stock purchasable
under a Stock Option shall be the Option Price as of the date of grant.
(ii) Each Stock Option shall vest and become
exercisable on the first anniversary date of the date of grant and may
be exercised by written notice to the Company of the election to
exercise and of the number of shares elected to be purchased in such
form as the Committee has prescribed or approved, together with payment
in full of the purchase price in cash, personal check, wire transfer,
certified or cashier's check, or delivery of Stock certificates for
Mature Stock, endorsed in blank or accompanied by executed stock powers
with signatures guaranteed by a national bank or trust company or a
member of a national securities exchange.
(iii) If an Optionee resigns (other than due to a
Disability or upon or after reaching age 70) or does not stand for
election (prior to retirement from the Board upon or after reaching age
70) or is removed from his or her position as a Director or is not
re-elected to his or her position as a Director, any unexercised
portion of any Stock Option granted to him or her under the terms of
the Plan shall terminate ninety (90) days following the date of such
resignation, removal or end of the term of such position. If an
Optionee dies while a Director or resigns due to a Disability, any
unexercised portion of any Stock Option granted to him or her under the
terms of the Plan shall terminate one year from the date of death or
resignation. If an Optionee retires or does not stand for re-election
due to retirement from the Board of Directors upon or after reaching
age 70, any unexercised portion of any Stock Option granted to him or
her under the terms of the
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Plan shall terminate three years from the date of the end of his or her
term. All options shall fully vest and become exercisable upon the
occurrence of a Change in Control Event or upon termination of service
as a Director by reason of death, Disability or retirement upon or
after reaching age 70. It is understood, however, that the right
to exercise any outstanding Stock Options during any period following
any terminating event other than death, disability or retirement upon
or after reaching age 70 or termination as a result of the occurrence
of a Change in Control Event shall only exist to the extent such Stock
Options were exercisable immediately preceding the terminating event.
(iv) Each Stock Option shall cease to be exercisable
on the date that is ten years following the date of grant.
(v) The aggregate number of shares of Stock that may
be granted to any non-employee member of the Board pursuant to the Plan
may not exceed 50,000 shares.
(vi) Except as otherwise provided in the option
agreement, Stock Options shall not be transferable by the Optionee
otherwise than by will or by the laws of descent and distribution.
(vii) Any required withholding taxes required to be
paid to the Company in connection with the exercise of any Stock Option
shall be paid, at the election of the director, in cash or by the
Company's withholding of shares of Stock issuable to the director under
the Stock Option, or by any combination of the foregoing. To the extent
that tax provisions are satisfied with shares of the Company's Stock,
such Stock shall be valued at Fair Market Value on the appropriate
transaction date.
(c) Each Optionee shall enter into a Stock Option agreement with the
Company, which agreement shall set forth, among other things, the exercise price
of the Stock Option, the term of the Stock Option and provisions regarding
exercisability of the Stock Option granted thereunder, which provisions shall
not be inconsistent with the terms set forth herein.
6. Amendment and Termination.
The Board may amend, alter, modify or discontinue the Plan at any time,
provided that the Board may not amend or alter the provisions of the Plan
without the approval of the stockholders if the amendment would materially
increase the number of securities that may be issued under the Plan.
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7. General Provisions.
(a) If necessary to effect compliance with applicable securities laws,
each person purchasing shares pursuant to a Stock Option must represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to the distribution thereof.
(b) All certificates for shares of Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as may apply
from time to time under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and a legend or
legends may be put on any such certificates to make appropriate reference to any
required restriction on transfer.
(c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is legally required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any member of the Board any right to continued
membership on such Board.
(d) No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board and the
Committee and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect to any such action, determination or interpretation.
(e) This Plan shall be construed in accordance with the laws of the
State of Delaware.
8. Term of Plan.
No Stock Option shall be granted pursuant to the Plan on or after the
fifth anniversary of the Effective Date, but awards theretofore granted may
extend beyond that date.
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Exhibit 5.1
December 10, 1999
AMC Entertainment Inc.
106 West 14th Street, Suite 1700
Kansas City, Missouri 64105
Re: 1999 Stock Option Plan for Outside Directors
Ladies and Gentlemen:
We have acted as counsel for AMC Entertainment Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a registration
statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 200,000 shares of the common stock,
par value 66 2/3 per share (the "Shares"), of the Company, which shares are to
be issued under the Company's 1999 Stock Option Plan for Outside Directors (the
"Plan").
In connection therewith we have examined:
(i) Resolutions approving the Plan and authorizing the preparation and
filing of the Registration Statement, and amendments thereto, and
certain related actions;
(ii) The Registration Statement;
(iii) The Plan;
(iv) The Amended and Restated Certificate of Incorporation of the
Company; and
(v) The Bylaws of the Company.
We have also made such other factual and legal investigations as we deemed
necessary or appropriate in order to render the opinion hereafter expressed. In
such examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents submitted to us as certified copies or photocopies.
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Based solely on the foregoing, we are of the opinion that:
1. The Company has authority to issue options and Shares upon the exercise
of said options pursuant to the Plan; and
2. The Shares are duly authorized, and, upon receipt by the Company of
adequate consideration therefor pursuant to the Plan and delivery by the
Company, said Shares will be validly issued, fully paid and nonassessable;
3. The Plan is not subject to the Employment Retirement Income Securities
Act of 1974.
We express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware. The opinion set forth in this
letter is effective as of the date hereof. No expansion of our opinion may be
made by implication or otherwise. We express no opinion other than as herein
expressly set forth. We do not undertake to advise you with respect to any
manner within the scope of this letter that comes to our attention after the
date of this letter and disclaim any responsibility to advise you of future
changes of law or fact which may affect the above opinion. We hereby consent to
all references to the undersigned in the Registration Statement and the
Prospectus contained therein, and in all amendments thereto, and to the filing
of this opinion by the Company as an exhibit to said Registration Statement.
Very truly yours,
/s/ Lathrop & Gage L.C.
LATHROP & GAGE L.C.
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
AMC Entertainment Inc.
Kansas City, Missouri
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated May 7, 1999 relating to the financial
statements which appear in AMC Entertainment Inc.'s Annual Report on Form 10-K
for the year ended April 1, 1999.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
December 10, 1999
