As filed with the Securities and Exchange Commission
on April 15, 1994
Registration No. 33-49895
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
- --------------------
MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
- --------------------
Pennsylvania 6711 23-2237529
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classifi- Identification
incorporation or cation Code Number) No.)
organization)
35 North Sixth Street
Reading, Pennsylvania 19601
(215) 655-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
- --------------------
David E. Sparks
Vice Chairman and Chief Financial Officer
Meridian Bancorp, Inc.
35 North Sixth Street
Reading, Pennsylvania 19601
(215) 655-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
- --------------------
Copies to:
Joseph M. Harenza, Esquire John S. Estey, Esquire
David W. Swartz, Esquire Samuel Mason, Esquire
Stevens & Lee Montgomery, McCracken,
607 Washington Street Walker & Rhoads
P.O. Box 679 Three Parkway
Reading, PA 19603 Philadelphia, PA 19102
<PAGE>
This Post-Effective Amendment No. 1 to Registration
Statement No. 33-49895 is filed solely for the following
purposes:
1. The Registrant hereby amends Registration Statement
No. 33-49895 to include therein Exhibit 8, the definitive tax
opinions relating to the transaction.
2. The Registrant hereby deregisters all securities
registered pursuant to Registration Statement No. 33-49895 which
remain unsold at the termination of the offering, as follows:
Amount Remaining
Unsold at
Termination of
the Offering and
Title of Securities Deregistered
Registered Amount Registered Hereby
Common Stock, par value 564,865 shares 177 shares
$5.00 per share (with Rights) (with Rights)
(and associated Stock
Purchase Rights)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania
corporation may indemnify directors, officers, employees and
agents of the corporation against liabilities they may incur in
such capacities for any action taken or any failure to act,
whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or
failure to act is determined by a court to have constituted
recklessness or willful misconduct. Pennsylvania law also
permits the adoption of a bylaw amendment, approved by
shareholders, providing for the elimination of a director's
liability for monetary damages for any action taken or any
failure to take any action unless (1) the director has breached
or failed to perform the duties of his office and (2) the breach
or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
The bylaws of Meridian provide for (1) indemnification
of directors, officers, employees and agents of the registrant
and its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the registrant.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits.
2.1 Agreement and Plan of Merger dated February 11, 1993,
between Meridian Bancorp, Inc. and First Bath Corp.
(included as Annex A to the Proxy Statement/
Prospectus). Schedules are omitted; Meridian Bancorp,
Inc. agrees to furnish copies of such schedules to the
Commission upon request.
2.2 Plan of Merger dated as of February 11, 1993 between
Meridian Bank and The First National Bank of Bath
(included as Exhibit 1 to Annex A to the Proxy
Statement/Prospectus).
5. Opinion of Stevens & Lee re: validity*
8.1 Opinion of Stevens & Lee re: tax matters.
8.2 Opinion of Montgomery, McCracken, Walker & Rhoads
re: Tax Opinion
23.1 Consent of KPMG Peat Marwick as to financial statements
of Meridian Bancorp, Inc.*
23.2 Consent of Ernst & Young as to financial statements of
First Bath Corp.*
24.3 Consent of Stevens & Lee (contained in Exhibit 5).*
23.4 Consent of Stevens & Lee re: Tax Opinion.*
23.5 Consent of Montgomery, McCracken, Walker & Rhoads
re: Tax Opinion.*
23.6 Consent of Berwind Financial Group, Inc.*
25. Powers of Attorney.*
28.1 Opinion of Berwind Financial Group, Inc. dated July 28,
1993 (included as Annex B to Proxy Statement/
Prospectus).*
28.2 Form of Proxy for the Special Meeting of Shareholders
of First Bath Corp.*
____________________
*Previously filed.
(b) Financial Statement Schedules.
No financial statement schedules are required to be
filed herewith pursuant to Item 21(b) or (c) of this
Form.
Item 22. 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, 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b)(1) The registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the
applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable
form.
(2) The registrant undertakes that every prospectus
(i) that is filed pursuant to paragraph (1) immediately
preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the act and is used in connection with
an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and
that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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 bylaws of the registrant, 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.
(d) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(e) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reading,
Commonwealth of Pennsylvania, on April 7, 1994.
MERIDIAN BANCORP, INC.
(Registrant)
By:/s/ Samuel A. McCullough
Samuel A. McCullough
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Amendment to Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Chairman, Chief April 7, 1994
Samuel A. McCullough Executive
Officer and
Director
(Principal
Executive
Officer)
/s/DAVID E. SPARKS* Vice Chairman, April 7, 1994
David E. Sparks Chief Financial
Officer and
Director
(Principal
Financial
Officer)
/s/MICHAEL J.MIZAK, JR.* Senior Vice April 7, 1994
Michael J. Mizak, Jr. President and
Controller
(Principal
Accounting
Officer)
/s/DELIGHT E. BREIDEGAM, JR.* Director April 7, 1994
DeLight E. Breidegam, Jr.
/s/ROBERT W. CARDY* Director April 7, 1994
Robert W. Cardy
/s/HARRY CORLESS* Director April 7, 1994
Harry Corless
/s/JULIUS W. ERVING* Director April 7, 1994
Julius W. Erving
/s/FRED D. HAFER* Director April 7, 1994
Fred D. Hafer
/s/JOSEPH H. JONES* Director April 7, 1994
Joseph H. Jones
/s/LAWRENCE C. KARLSON* Director April 7, 1994
Lawrence C. Karlson
/s/EZEKIEL S. KETCHUM* Director April 7, 1994
Ezekiel S. Ketchum
/s/SIDNEY D. KLINE, JR.* Director April 7, 1994
Sidney D. Kline, Jr.
/s/JOSEPH F. PAQUETTE, JR.* Director April 7, 1994
Joseph F. Paquette, Jr.
/s/DANIEL H. POLETT* Director April 7, 1994
Daniel H. Polett
/s/LAWRENCE R. PUGH* Director April 7, 1994
Lawrence R. Pugh
/s/PAUL R. ROEDEL* Director April 7, 1994
Paul R. Roedel
/s/WILMER R. SCHULTZ* Director April 7, 1994
Wilmer R. Schultz
/s/ROBERT B. SEIDEL* Director April 7, 1994
Robert B. Seidel
/s/JUDITH M. VON SELDENECK* Director April 7, 1994
Judith M. Von Seldeneck
/s/GEORGE STRAWBRIDGE, JR.* Director April 7, 1994
George Strawbridge, Jr.
/s/ANITA A. SUMMERS* Director April 7, 1994
Anita A. Summers
*/s/SAMUEL A. McCULLOUGH April 7, 1994
Samuel A. McCullough
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
8.1 Opinion of Stevens & Lee re: tax matters
8.2 Opinion of Montgomery, McCracken,
Walker & Rhoads re: Tax Opinion
December 10, 1993
Board of Directors
Meridian Bancorp, Inc.
35 North Sixth Street
Reading, PA 19601
Re: Merger of First Bath Corp. with and into Meridian Bancorp,
Inc.; Merger of First National Bank of Bath with and into
Meridian Bank
Ladies and Gentlemen:
You have requested our opinion in connection with the
transaction contemplated by the Agreement (the "Holding Company
Merger Agreement") dated February 11, 1993, between Meridian
Bancorp, Inc., a Pennsylvania corporation ("Meridian"), and First
Bath Corp., a Pennsylvania corporation ("FBC"), pursuant to which
FBC will be merged with and into Meridian, which will be the
surviving corporation. At the Effective Date of such merger (the
"Merger"), each share of FBC Common Stock issued and outstanding
immediately prior to such date will, by virtue of the Merger and
without any action on the part of the holder thereof, be
converted into the right to receive 1.45 shares of Meridian
Common Stock, subject to possible adjustment as provided in
Section 1.02(e) of the Holding Company Merger Agreement. No
fractional shares of Meridian Common Stock will be issued. In
lieu thereof, shareholders of FBC will receive cash in an amount
determined pursuant to Section 1.02(e) of the Holding Company
Merger Agreement. FBC's shareholders will be entitled to
exercise dissenters' rights in connection with the Merger. All
shares of FBC Common Stock held as treasury shares by FBC on the
Effective Date of the Merger will be cancelled, and no shares of
Meridian Common Stock or other property will be delivered in
exchange therefor. Attached to and trading with each share of
Meridian Common Stock are certain "poison pill" rights (the
"Rights") issued pursuant to the Meridian Rights Agreement.
You have also requested our opinion in connection with the
transaction contemplated by the Bank Plan of Merger dated as of
February 11, 1993, between Meridian Bank, a Pennsylvania bank and
trust company, and the First National Bank of Bath, a national
banking association ("First National"), pursuant to which First
National will, concurrently with or as soon as practicable after
the closing of the Merger of FBC with and into Meridian, be
merged with and into Meridian Bank, which will be the surviving
bank. At the Effective Date of such merger (the "Bank Merger"),
all of the issued and outstanding shares of First National Common
Stock and all shares of First National Common Stock held as
treasury shares will be cancelled, and no shares of Meridian Bank
Common Stock will be delivered in exchange therefor.
This opinion is being furnished pursuant to Section 5.02(i)
of the Holding Company Merger Agreement. All capitalized terms
herein, unless otherwise specified, have the meanings assigned
thereto in the Holding Company Merger Agreement and its exhibits.
In connection with our opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the Holding Company Merger
Agreement, the exhibits thereto, and such other documents as we
have deemed necessary or appropriate for the opinions set forth
below. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and
the authenticity of such latter documents. As to any facts
material to this opinion which we did not independently establish
or verify, we have relied upon the foregoing documents and upon
statements and representations of officers and other
representatives of FBC and Meridian, including certain written
representations of the managements of FBC and Meridian annexed
hereto. The opinions expressed herein are conditioned on the
initial and continuing accuracy of the facts, information, and
representations contained in the aforesaid documents or otherwise
referred to above.
In preparing our opinion, we have considered applicable
provisions of the IRC, Treasury regulations, pertinent judicial
authorities, interpretive rulings of the Internal Revenue
Service, and such other authorities as we have deemed relevant.
Based solely upon the foregoing and upon the assumptions set
forth herein, and subject to the qualifications and caveats set
forth herein, we are of the opinion that, under present law, for
federal income tax purposes:
1. The Merger, pursuant to which FBC will transfer all of
its assets to Meridian in exchange for Meridian Common Stock
(including fractional share interests) and the assumption by
Meridian of all of FBC's liabilities, will constitute a
reorganization within the meaning of IRC Section 368(a)(1)(A).
2. FBC and Meridian will each be "a party to a
reorganization" within the meaning of IRC Section 368(b).
3. Neither FBC nor Meridian will recognize any gain or
loss upon the transfer of FBC's assets to Meridian in exchange
solely for Meridian Common Stock (including fractional share
interests) and the assumption by Meridian of the liabilities of
FBC.
4. The basis of the FBC assets in the hands of Meridian
will be the same as the basis of such assets in the hands of FBC
immediately prior to the Merger.
5. The holding period of the assets of FBC to be received
by Meridian will include the period during which the assets were
held by FBC.
6. No gain or loss will be recognized by the shareholders
of FBC on the receipt of Meridian Common Stock (including
fractional share interests) solely in exchange for their shares
of FBC Common Stock.
7. The basis of the Meridian Common Stock (including
fractional share interests) to be received by the FBC
shareholders in the Merger will be the same as the basis of the
FBC Common Stock surrendered in exchange therefor.
8. The holding period of the Meridian Common Stock
(including fractional share interests) to be received by the FBC
shareholders in the Merger will include the period during which
the FBC shareholders held their FBC Common Stock, provided the
shares of FBC Common Stock are held as a capital asset on the
Effective Date of the Merger.
9. The payment of cash in lieu of fractional share
interests of Meridian Common Stock will be treated as if the
fractional share interests were distributed as part of the Merger
and then redeemed by Meridian. Such cash payments will be
treated as having been received as distributions in full payment
in exchange for the fractional share interests redeemed, as
provided in IRC Section 302(a).
10. The Rights transferred with the shares of Meridian
Common Stock will not constitute "other property" within the
meaning of IRC Section 356(a)(1)(B).
11. As provided in IRC Section 381(c)(2) and related
Treasury regulations, Meridian will succeed to and take into
account the earnings and profits, or deficit in earnings and
profits, of FBC as of the Effective Date of the Merger. Any
deficit in the earnings and profits of Meridian or FBC will be
used only to offset the earnings and profits accumulated after
the Merger.
12. Pursuant to IRC Section 381(a) and related Treasury
regulations, Meridian will succeed to and take into account the
items of FBC described in IRC Section 381(c). Such items will be
taken into account by Meridian subject to the conditions and
limitations of IRC Sections 381, 382, 383, and 384 and the
Treasury regulations thereunder.
13. The Bank Merger will constitute a reorganization within
the meaning of IRC Section 368(a)(1)(A).
14. First National and Meridian Bank will each be "a party
to a reorganization" within the meaning of IRC Section 368(b).
15. Except for any loan loss reserve that may be recaptured
with respect to First National, neither First National nor
Meridian Bank will recognize any gain or loss upon the transfer
of First National's assets to Meridian Bank in constructive
exchange solely for Meridian Bank Common Stock and the assumption
by Meridian Bank of the liabilities of First National.
16. The basis of the First National assets in the hands of
Meridian Bank will be the same as the basis of such assets in the
hands of First National immediately prior to the Bank Merger.
17. The holding period of the First National assets in the
hands of Meridian Bank will include the period during which such
assets were held by First National.
18. No gain or loss will be recognized by Meridian, as the
shareholder of First National, upon the constructive receipt of
shares of Meridian Bank Common Stock in exchange for the First
National Common Stock surrendered in exchange therefor in the
Bank Merger.
19. The basis of the Meridian Bank Common Stock to be held
by Meridian after the Bank Merger will equal the basis of such
stock immediately before the Bank Merger, increased by the basis
of the First National Common Stock surrendered in the
constructive exchange.
20. As provided in IRC Section 381(c)(2) and related
Treasury regulations, Meridian Bank will succeed to and take into
account the earnings and profits, or deficit in earnings and
profits, of First National as of the Effective Date of the Bank
Merger. Any deficit in the earnings and profits of Meridian Bank
or First National will be used only to offset the earnings and
profits accumulated after the Bank Merger.
21. Pursuant to IRC Section 381(a) and related Treasury
regulations, Meridian Bank will succeed to and take into account
the items of First National described in IRC Section 381(c).
Such items will be taken into account by Meridian Bank subject to
the conditions and limitations of IRC Sections 381, 382, 383, and
384 and the Treasury regulations thereunder.
Except as set forth above, we express no other opinion
as to the tax consequences of the mergers and related
transactions to any party under federal, state, local or foreign
laws.
Very truly yours,
/s/ STEVENS & LEE
December 10, 1993
First Bath Corp.
Main and Walnut Streets
Bath, PA 18014
Re: Merger of First Bath Corp. with and into
Meridian Bancorp, Inc.
Ladies and Gentlemen:
You have requested our opinion as to various federal income
tax consequences of the proposed merger (the "Merger") of First
Bath Corp., a Pennsylvania corporation ("FBC") with and into
Meridian Bancorp, Inc., a Pennsylvania corporation ("Meridian")
pursuant to an Agreement and Plan of Merger dated as of
February 11, 1993 (the "Merger Agreement") by and between FBC and
Meridian. The Merger Agreement provides, among other things,
that Meridian will acquire all of the assets and business and
assume all the liabilities of FBC.
Upon the effective date of the Merger (the "Effective
Date"), each share of FBC common stock ("FBC Common Stock")
issued and outstanding immediately prior to the Effective Date
(excluding shares held by persons who have asserted appraisal
rights pursuant to the Pennsylvania Business Corporation Law)
will be converted into the right to receive 1.45 shares of the
common stock of Meridian ("Meridian Common Stock"), subject to
possible adjustment as provided in Section 1.02(e) of the Merger
Agreement.
Such conversion will occur by virtue of the Merger and
without any action on the part of the holders of FBC Common
Stock. No fractional shares of Meridian Common Stock will be
issued in connection with the Merger. In lieu thereof,
shareholders of FBC will receive cash in an amount determined
pursuant to Section 1.02(e) of the Merger Agreement.
I. Basis for Opinion and Assumptions
This opinion is being furnished pursuant to Section 5.01(i)
of the Merger Agreement. In rendering our opinion, we have
reviewed and we rely upon originals or copies, certified or
otherwise identified to our satisfaction, of the following
documents: (1) the Merger Agreement; (2) all exhibits to the
Merger Agreement; and (3) the Registration Statement on Form S-4
filed by Meridian with the Securities and Exchange Commission and
the accompanying prospectus and proxy statement dated August 10,
1993 (the "Registration Statement"). We have also reviewed such
other documents and materials and such provisions of law as we
have considered necessary or desirable for purposes of our
opinion.
The conclusions expressed herein are based upon the Internal
Revenue Code of 1986, as amended (the "Code"), regulations
promulgated thereunder, published rulings, and court decisions,
all as in effect on the date of this letter. We caution that the
Code, regulations, rulings, and court decisions are subject to
change or to new interpretation, either prospectively or
retroactively.
As to certain factual matters material to our opinion
contained herein, we have relied upon Certificates and other
written statements of officers of Meridian and FBC, in each
instance without further inquiry or investigation, and we have
also relied upon and assumed the accuracy and truthfulness of the
various representations and warranties made in the Merger
Agreement and the Registration Statement by FBC and Meridian,
without further inquiry or investigation. Subject to the
foregoing, our assumptions are as follows:
A. Following the Merger, Meridian will receive all of
the assets of FBC and will continue the historic business of FBC.
B. Except for the expenses of the proposed Merger,
the liabilities of FBC to be assumed by Meridian pursuant to the
Merger have been incurred in the ordinary course of FBC's
business and are associated with the assets and business of FBC.
C. The fair market value of the Meridian Common Stock
received by FBC shareholders pursuant to the Merger (together
with any cash received in lieu of fractional shares) will be
approximately equal to the fair market value of the shares of FBC
Common Stock exchanged therefor.
D. Each of FBC, Meridian and the shareholders of FBC
will pay their own expenses in connection with the proposed
Merger.
E. Management of FBC and Meridian are not aware of
any present plan or intention on the part of any shareholders of
FBC to dispose of any of the Meridian Common Stock received in
the Merger, and Meridian has no present plan or intention to
redeem or repurchase any such stock.
II. Opinion
Based upon and subject to the foregoing, it is our opinion
that:
1. Except for any cash received in lieu of any fractional
share, no gain or loss will be recognized by the shareholders of
FBC who receive solely Meridian Common Stock in exchange for
their shares of FBC Common Stock surrendered in the Merger;
2. The adjusted tax basis of the Meridian Common Stock
(including any fractional share interest) received by the FBC
shareholders in the Merger will be the same as the adjusted tax
basis of the FBC Common Stock surrendered in exchange therefor;
and
3. The holding period of the Meridian Common Stock
(including any fractional share interest) received by the FBC
shareholders in the Merger will include the period during which
the FBC shareholders held their FBC Common Stock, provided the
shares of Common Stock are held as a capital asset on the
Effective Date.
This opinion is rendered only to the addressee hereof and is
intended solely for its benefit in connection with the
transaction described above. This opinion may not be relied upon
by such addressee or any other person or entity for any other
purpose, or quoted or furnished to or relied upon by any other
person, firm or corporation for any purpose without our prior
written consent. We are not assuming any professional
responsibility to any other person by rendering this opinion.
The foregoing opinion is given as of the date hereof
and no opinion is expressed as to the effect of any amendment to
any document or any change in fact, circumstance or law. We
disclaim any responsibility to inform the addressee hereof or any
other entity or any such amendment or change which may come to
our attention.
Except as set forth above, we express no other opinion
as to the tax consequences of the Merger and related transactions
(including, without limitation, the proposed concurrent merger of
First National Bank of Bath with and into Meridian Bank) as to
any party under federal, state, local or foreign laws.
Very truly yours,
/s/ MONTGOMERY, McCRACKEN,
WALKER & RHOADS
