Filed pursuant to Rule
424(b)(3) in connec-
tion with Registration
Statement No. 33-63431
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 1, 1995)
8,303 SHARES
ACXIOM CORPORATION
Common Stock
----------------
The 8,303 shares of Common Stock being offered hereby
are part of the Shares described in the Prospectus and, as
described in the Prospectus, are being sold by Christopher
Sickels, one of the Selling Shareholders. See "Selling
Shareholders." The Company will not receive any of the
proceeds from the sale of the Shares. The Shares are being
offered by Mr. Sickels directly at a price of $29.6875 per
share for 8000 shares and $29.5625 per share for 303 shares.
Mr. Sickels is being assisted in this offering through the
selling efforts of Foster Securities, which will receive an
aggregate sales commission of $1,328.48.
The Common Stock of the Company is traded on the over-
the-counter market and prices are quoted on the Nasdaq
National Market under the symbol "ACXM." On November 2,
1995, the last reported sale price of the Common Stock on
the Nasdaq National Market was $29.75.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
PRICE $29.6875 AND $29.5625 PER SHARE
----------------
Underwriting Proceeds
Price to Discounts and to Selling
Public Commissions Shareholder
-------- ------------- -----------
Per Share
8,000 shares $29.6875 $.16 $29.5275
303 share $29.5625 $.16 $29.4025
Total $246,457.44 $1,328.48 $245,128.96
November 3, 1995
<PAGE>
2,442,571 SHARES
ACXIOM CORPORATION
COMMON STOCK
----------------
The 2,442,571 shares of Common Stock being offered
hereby (the "Shares") are being sold by the Selling
Shareholders. See "Selling Shareholders." The Company will
not receive any of the proceeds from the sale of the Shares
being sold by the Selling Shareholders. The Shares will be
offered by the Selling Shareholders directly in negotiated
transactions or otherwise at market prices prevailing at the
time of the sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. The
accompanying prospectus supplement sets forth the offering
price and any other terms in connection with the offering
and sale of the Shares.
Prices for the Common Stock of the Company are quoted
on the Nasdaq National Market under the symbol "ACXM." On
October 13, 1995, the last reported sale price of the Common
Stock quoted on the Nasdaq National Market was $30.75.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is November 1, 1995.
<PAGE>
[Inside Cover Page]
No person has been authorized in connection with the
offering made hereby to give any information or to make any
representation not contained in this Prospectus, and, if
given or made, such information or representation must not
be relied upon as having been authorized by the Company or
the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person or by
anyone in any jurisdiction in which it is unlawful to make
such offer or solicitation. Neither the delivery of this
Prospectus at any time nor any sale made hereunder shall,
under any circumstances, create any implication that the
information herein is correct as of any date subsequent to
the date hereof.
----------------------
AVAILABLE INFORMATION
Acxiom Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information concerning
the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Chicago
Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and New York
Regional Office, 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a
Registration Statement on Form S-3 (herein, together with
all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933,
as amended. This Prospectus does not contain all the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
-----------------
<PAGE>
[Inside Cover Page Continued]
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the
Commission (File No. 0-13163), are hereby incorporated in
this Prospectus by reference:
(i) Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 (as amended by a Form 10-K/A filed
October 12, 1995);
(ii) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(iii) Current Reports on Form 8-K dated August 25, 1995
and September 27, 1995;
(iv) Report on Form 10-C filed August 30, 1995;
All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to
termination of the offering of the Shares shall be deemed to
be incorporated by reference and to be a part of this
Prospectus from the date of filing of such document. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for the purpose of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the
request of any such person, a copy of any or all of the
documents incorporated herein by reference, other than the
exhibits to such information (unless such exhibits are
specifically incorporated by reference in such documents).
Requests should be directed to Acxiom Corporation, P.O. Box
2000, 301 Industrial Boulevard, Conway, Arkansas 72033-2000,
Attention: Catherine L. Hughes, telephone (501) 336-1000.
---------------------
<PAGE>
THE COMPANY
The Company's traditional business is the provision of
data processing and related computer-based services and
software products to direct marketing organizations and to
the marketing departments of large corporations in the
United States and the United Kingdom. Since its inception in
1969, the Company has evolved into what management believes,
based upon its knowledge of the industry, is a leading
provider of computer-based services to the direct marketing
industry. The Company offers a broad range of services to
direct marketers and to other businesses which utilize
direct marketing techniques such as mail order, catalog
sales and prospect generation. The Company assists its
customers with the marketing process, from planning and
project design, to list cleaning, list enhancement and list
production, to database creation and management, to
fulfillment and consumer response analysis.
The Company also offers outsourcing/facilities
management and information management services whereby the
Company manages the data processing and information systems
functions for its customers. Such customers and prospects
include traditional direct marketing companies as well as
companies which are not in the direct marketing industry. In
addition, the Company provides software to the publishing
industry. Management anticipates that the
outsourcing/facilities management services will continue to
expand during the foreseeable future, and that such services
will increasingly generate a greater percentage of the
Company's revenue.
The Company was incorporated in Delaware in 1983 and
succeeded by merger to the business of Conway Communications
Exchange, Inc., an Arkansas corporation incorporated in 1969
as Demographics, Inc., which thereafter changed its name to
Conway Communicators Exchange, Inc. Effective upon the 1983
merger, the Company operated as CCX Network, Inc. until
1988, when the name Acxiom Corporation was adopted. From
1986-1988, the Company acquired the following businesses:
Southwark Computer Services, Ltd., a British corporation
which offered data processing and computer-based services in
the United Kingdom, and Marketlead Services, Ltd., a British
corporation which provided promotional materials handling
and fulfillment services in the United Kingdom (Southwark
and Marketlead are now doing business as Acxiom U.K., Ltd);
BSA, Inc., a New Jersey corporation, which designed and
marketed software systems for the catalog industry; and
Modern Mailers, Inc., d/b/a Acxiom Mailing Services ("AMS"),
a fully computerized direct mail business located in
Philadelphia, Pennsylvania whose services included
personalized printing and lettershop operations. The
Company sold substantially all of the assets of AMS and BSA
effective March 31, 1994 and June 1, 1994, respectively.
<PAGE>
The executive offices of the Company are located at 301
Industrial Boulevard, Conway, Arkansas 72032, telephone
number: (501) 336-1000.
RECENT DEVELOPMENTS
On July 14, 1995, the Company acquired all of the
issued and outstanding stock of Generator Datamarketing
Limited ("Generator"). The Company paid 4,000,000 pounds
sterling (approximately $6,460,000) for all of the
outstanding shares of Generator. Headquartered near London,
England, Generator provides data and database marketing
software and processing services to its customers. The
Company has combined the operations of Generator with those
of Acxiom U.K. Limited, the Company's U.K. subsidiary.
On August 25, 1995, the Company acquired all of the
outstanding capital stock of each of DataQuick Information
Systems ("DataQuick") and DQ Investment Corporation
("Accudat") (the "Acquisition") (collectively, DataQuick and
Accudat are hereinafter referred to as the "Acquired
Companies"). The Company exchanged 984,839 shares of its
Common Stock for all of the outstanding shares of capital
stock of the Acquired Companies. Additionally, the Company
assumed all of the outstanding options granted under
DataQuick's employee stock option plans, with the result
that as of August 25, 1995, 808,370 shares of the Company's
Common Stock were subject to issuance upon exercise of such
options. The Acquired Companies are headquartered in San
Diego, California. The transaction was accounted for as a
pooling of interests.
USE OF PROCEEDS BY THE COMPANY
The Company will neither receive any proceeds from the
Shares being offered by the Selling Shareholders, nor will
any such proceeds be available for use by it or for its
benefit.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table shows for the periods indicated the
high and low closing sales prices of the Common Stock as
quoted on the Nasdaq National Market.
<PAGE>
Fiscal Year Ended High Low
----------------- ---- ---
March 31, 1994:
First Quarter $ 9-3/4 $ 7-3/8
Second Quarter 10-7/8 8-1/8
Third Quarter 12-1/8 10
Fourth Quarter 12-1/8 10-3/8
March 31, 1995:
First Quarter $11 $ 9-1/4
Second Quarter 14-1/4 10-1/4
Third Quarter 15 13
Fourth Quarter 18 13-5/8
March 31, 1996:
First Quarter $25-3/4 $16
Second Quarter 28-1/8 21
Third Quarter
(through 10/13/95) 31-1 /2 28
The information in the table above has been
retroactively adjusted to reflect a two-for-one stock split
effected in the form of a stock dividend effective January
10, 1995.
A recent reported closing sales price of the Common
Stock as quoted on the Nasdaq National Market is set forth
on the cover page of this Prospectus.
The Company has never paid cash dividends on its Common
Stock. The Company presently intends to retain earnings to
provide funds for its business operations and for the
expansion of its business. Thus, it does not anticipate
paying cash dividends in the foreseeable future.
SELLING SHAREHOLDERS
As discussed under "Recent Developments," the Company,
on August 25, 1995, acquired all of the outstanding capital
stock of each of DataQuick and Accudat. Shareholders of the
Acquired Companies received, in the aggregate, 984,839
shares of the Company's Common Stock in exchange for the
shares of capital stock of the Acquired Companies held by
them. The table below sets forth the name of each former
stockholder of the Acquired Companies and the number of
shares of Company Common Stock received by each of them
pursuant to the Acquisition. Additionally, set forth beside
each name in the following table is the number of shares of
Company Common Stock to be offered by such individual
pursuant to the offering described herein.
<PAGE>
Number of Shares of
Acxiom Common Stock
Number of Shares of to be Offered
Acxiom Common Stock Pursuant to This
Name Beneficially Owned Offering
---- ------------------- ------------------
Donald L. and
Karen S. Cohn 741,660 363,413
Richard Cramer 1,416 694
John G. Davies 33,891 16,607
Michael T. Ela 50,385 24,689
Jerry Englert 16,945 8,303
Robert Leo Ingram 11,756 5,760
Stanley Levitz 16,945 8,303
Kevin P. Monaghan 94,896 46,499
Christopher D. Sickels 16,945 8,303
Donald L. Cohn, one of the individuals listed in the
preceding table, holds the office of Chairman of the Board
of DataQuick, which, subsequent to the Acquisition, became a
wholly-owned subsidiary of the Company. If all of the
shares offered by Mr. Cohn in the offering are sold, he will
own approximately 1.6% of the outstanding shares of Common
Stock of the Company.
Pursuant to an Acquisition Agreement dated August 25,
1995, which set forth the terms of the Acquisition, the
individuals listed in the preceding table have the right, on
or after August 31, 1997, to request the Company to register
for resale any shares of Company Common Stock held by them
which are not a part of the offering described herein. This
demand registration right is contingent upon the inability
of such individuals to sell more than 75% of their shares
over a 12-month period within the volume limitations of Rule
144 as promulgated under the Securities Act of 1933, as
amended.
Pursuant to the terms of a Registration Rights
Agreement (as defined below) and a Stock Purchase Agreement
(as defined below) each of Trans Union Corporation ("Trans
Union") and Marmon Industrial Corporation ("MIC") is
entitled to register shares of the Company's Common Stock
held by it in the event the Company determines to file a
registration statement for shares of the Company's Common
Stock. Trans Union and MIC have notified the Company of
their desire to include shares of the Company's common stock
held by them in the registration statement of which this
prospectus is a part. The table below sets forth the number
of shares of Company common stock held by each of Trans
Union and MIC and the number of shares of Company Common
Stock to be included by each of them in the registration
statement of which this prospectus is a part.
<PAGE>
Number of Shares of
Common Stock
Number of Shares of Subject to
Acxiom Common Stock This
Name Beneficially Owned Prospectus
---- ------------------- ------------------
(1)
Trans Union 960,000 960,000
MIC 1,000,000 1,000,000
----------
(1) Additionally, pursuant to the terms of a Warrant (as
defined below), Trans Union has the right to purchase up to
2,000,000 shares of the Company's common stock at exercise
prices ranging from $5.625 to $7.125 per share; however, the
total number of shares held by Trans Union (excluding any
shares acquired by Trans Union in the open market) may not
exceed 10% of the Company's then issued and outstanding
shares.
MIC is the parent company of Trans Union, and, taking
into account the shares of the Company's Common Stock that
Trans Union could purchase pursuant to the Warrant, Trans
Union and MIC would beneficially own approximately 14.2% of
the Company's then outstanding shares. Trans Union and the
Company are parties to a Data Agreement (as defined below)
pursuant to which the Company is providing Trans Union with
various Data Center management services and will do so
through the year 2002. Also, pursuant to the terms of the
Data Agreement, Trans Union has the right to designate two
individuals to be elected to the Company's Board of
Directors. Currently, Harry C. Gambill of Trans Union and
Robert A. Pritzker of MIC are members of the Company's Board
of Directors.
Collectively, Trans Union, MIC, and the former
shareholders of the Acquired Companies are referred to
herein as the "Selling Shareholders."
DESCRIPTION OF CAPITAL STOCK
The following description of the Company's capital
stock is qualified in its entirety by the provisions of the
Company's Amended and Restated Certificate of Incorporation,
the Company's By-Laws, the Data Center Management Agreement
dated as of July 27, 1992, and as amended on August 31, 1994
("Data Agreement"), between the Company and Trans Union, the
Warrant, effective August 31, 1992 (the "Warrant"), issued
to Trans Union to purchase 2,000,000 shares of the Company's
Common Stock, the Registration Rights Agreement effective
August 31, 1992, and as amended on August 31, 1994
("Registration Rights Agreement"), between the Company and
<PAGE>
Trans Union, a Letter Agreement (the "First Letter
Agreement") dated as of July 27, 1992 between the Company
and Trans Union, a second Letter Agreement (the "Second
Letter Agreement") dated as of August 31, 1994 between the
Company and Trans Union, and the Stock Purchase Agreement
the ("the Stock Purchase Agreement") dated October 26, 1994
between the Company and MIC, which are exhibits to the
registration statement of which this Prospectus is a part.
The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $0.10 par value per share
("Common Stock"), and 1,000,000 shares of Preferred Stock,
$1.00 par value per share ("Preferred Stock"). At September
30, 1995, 23,489,312 shares of the Company's Common Stock
were outstanding. No shares of the Company's Preferred Stock
currently are outstanding.
Common Stock
General Provisions. Subject to the prior rights of the
holders of any shares of Preferred Stock that may be
outstanding, the holders of Common Stock are entitled to
such dividends as the Board of Directors, in its discretion,
may declare out of earnings and surplus. Holders of shares
of Common Stock are entitled to one vote for each share held
on all matters brought before the holders of Common Stock,
including the election of directors. The Common Stock has
no cumulative voting rights, is not redeemable, and has no
preemptive or conversion rights. In the event of
liquidation, dissolution or winding up of the Company,
whether voluntarily or involuntarily, the holders of Common
Stock will be entitled to share ratably in any assets or
funds of the Company remaining after payment of the
Company's liabilities and of preferences on any outstanding
shares of Preferred Stock. All of the outstanding shares of
Common Stock are fully paid and non-assessable.
The Transfer Agent and Registrar for the Common Stock
is First Chicago Trust Company of New York, Jersey City,
New Jersey.
Certain Other Provisions. Certain of the provisions
contained in the Amended and Restated Certificate of
Incorporation and By-Laws of the Company are designed to
deter, or may have the effect of deterring, certain efforts
to seek changes in the control of the Company without
approval of the Board of Directors. These provisions tend to
discourage such attempts because of the additional time and
expense involved and the increased risk of failure. As a
result, the provisions may adversely affect the price that a
potential purchaser would be willing to pay for the Common
Stock, thereby reducing the amount a shareholder might
realize in, for example, certain tender offers for the
Common Stock.
<PAGE>
The Company's Board of Directors is classified into
three classes, as nearly equal in number as possible, with
the members of each class being elected to hold office for
three year terms with approximately one-third elected
annually. Therefore, a change in the control of the Board of
Directors cannot be accomplished in any one year, and at
least two annual meetings of the holders of the Common Stock
must be held before a majority of the members of the Board
of Directors can be changed. This provision of the Amended
and Restated Certificate of Incorporation may not be
amended, altered or repealed without the affirmative vote of
the holders of 80% of the votes entitled to be cast by the
holders of the Common Stock.
The Amended and Restated Certificate of Incorporation
also provides that shareholders may take action without a
meeting only by unanimous written consent. This provision
may not be amended, altered or repealed without the
affirmative vote of the holders of 80% of the votes entitled
to be cast by the holders of the Common Stock.
The Amended and Restated Certificate of Incorporation
requires the approval of the holders of at least 80% of the
votes entitled to be cast by the holders of the Common Stock
for a broad spectrum of transactions defined therein as
"Business Combinations" involving the Company and any person
or group holding 5% or more of the Common Stock ("Interested
Stockholder"). Such special voting requirement does not
apply if the transaction is either approved by a majority of
the members of the Board of Directors who are unaffiliated
with the Interested Stockholder, and who were Directors
before the Interested Stockholder became an Interested
Stockholder, or certain minimum price and procedural
requirements are met. This provision of the Amended and
Restated Certificate of Incorporation may not be amended,
altered or repealed, except by the supermajority vote
required to approve a Business Combination.
The Amended and Restated Certificate of Incorporation
requires the approval of the holders of at least 66-2/3% of
the votes entitled to be cast by the holders of the Common
Stock to approve any merger or consolidation of the Company
with any other person, or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition by the
Company of its property or assets, and any dissolution or
liquidation of the Company for which the General Corporation
Law of the State of Delaware requires shareholder approval.
<PAGE>
Agreements with Trans Union. Pursuant to the First and
Second Letter Agreements, which were executed in connection
with the Data Agreement, the Company has agreed to use its
best efforts to cause two persons designated by Trans Union
to be elected to the Board of Directors of the Company. At
the date hereof, Trans Union has designated Harry C. Gambill
and Robert A. Pritzker to be members of the Company's Board
of Directors. This undertaking by the Company is in effect
from August 31, 1992 until the later of August 31, 2002 or
termination of the Data Agreement.
As part of the consideration for the Data Agreement,
the Company issued to Trans Union a Warrant to purchase up
to 2,000,000 shares of Company Common Stock prior to August
31, 2000, at exercise prices ranging from $5.625 per share
to $7.125 per share. The terms of the Warrant specifically
provide that in no event may Trans Union or any future
holder of the Warrant purchase a number of shares of Common
Stock pursuant to the Warrant so that such person would then
hold more than 10% of the Company's outstanding Common Stock
by virtue of such person's ownership of the shares received
as consideration for the Data Agreement and any Common Stock
purchased pursuant to the Warrant.
If, at any time before the later of August 31, 2002 or
termination of the Data Agreement, any specified owner, or
specified group of owners, who has Company Common Stock
shall wish to sell an amount of stock equal to at least 10%
of the outstanding Common Stock of the Company in a single
transaction or a related series of transactions ("Block
Sale"), the Company shall take such actions as may be
necessary to assure that there is made available to Trans
Union, whether by the proposed purchaser or by the Company
itself, an offer to purchase all (or such portion as Trans
Union might wish) of the Company Common Stock then owned by
Trans Union as a result of the Data Agreement. Such offer
to purchase shall be simultaneous with, and pursuant to the
same terms and conditions of, the Block Sale.
Pursuant to the Data Agreement, Trans Union has a right
to purchase additional shares of Common Stock from the
Company in the event the Company issues additional Common
Stock.
Pursuant to the Registration Rights Agreement and the
Stock Purchase Agreement, Trans Union and MIC have the
right, subject to certain conditions, to require the
Company to register under the Securities Act of 1933 any
shares of the Company's Common Stock held by them which they
wish to sell. Trans Union and MIC have, in connection with
the offering described herein, elected to exercise their
registration rights with respect to all of the shares of the
Company's Common Stock currently held by them.
<PAGE>
Until August 31, 1997, the Company has, within limited
exceptions, a right of first refusal to repurchase shares of
Company Common Stock held by Trans Union and its affiliates
as a result of the Data Agreement in the event of a proposed
resale by them of such shares.
Preferred Stock
The Company's Board of Directors is authorized to issue
Preferred Stock, $1.00 par value per share, in series and to
establish from time to time the number of shares to be
included in each such series and to fix the designation,
powers, preferences and rights of the shares of each such
series and the qualifications, limitations and restrictions
thereof.
The Board of Directors has not authorized the issuance
of any series of Preferred Stock.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling
Shareholders for their own account. See "Selling
Shareholders."
A distribution of Shares may be effected by any or all
of the Selling Shareholders directly from time to time in
one or more transactions in the over-the-counter market, in
negotiated transactions, and in a combination of such
methods of sale or otherwise, at market prices prevailing at
the time of sale, at prices related to such prevailing
market prices or at negotiated prices. In connection with
any sales through brokers or dealers, the brokers or dealers
may receive compensation in the form of commissions from the
Selling Shareholders making such sales.
The Company shall pay all expenses of the preparation
and filing of the registration statement of which this
prospectus is a part, including all filing fees, expenses of
complying with state securities or Blue Sky laws, fees and
disbursements of counsel for the Company, and accountants'
fees. The Selling Shareholders shall pay all underwriting
fees and commissions incurred by them and all fees and
disbursements of counsel for the Selling Shareholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered
hereby will be passed upon for the Company by Friday,
Eldredge & Clark, Little Rock, Arkansas.
<PAGE>
EXPERTS
The consolidated financial statements and financial
statement schedule of the Company as of March 31, 1995 and
March 31, 1994 and for each of the years in the three-year
period ended March 31, 1995 have been incorporated by
reference herein and in the Registration Statement in
reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as
experts in accounting and auditing. To the extent that KPMG
Peat Marwick LLP audits and reports on consolidated
financial statements of the Company at future dates, and
consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the
Registration Statement in reliance upon their report and
said authority.
<PAGE>
