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SUPPLEMENT TO PROSPECTUS DATED APRIL 7, 1993
Effective February 14, 1994, Chemical Bank has been appointed as Transfer
Agent, Registrar and Dividend Disbursing Agent of the Company's Common Stock. In
addition, Chemical Bank has been designated by the Company to administer the
Plan for participants, maintain records, send statements of account to
participants and perform other duties relating to the Plan. Chemical Bank may be
contacted by mail at:
Chemical Bank
Dividend Reinvestment Dept.
J.A.F. Building
P.O. Box 3069
New York, NY 10116-3069
Telephone inquiries may be made to Chemical Bank at 1-800-279-1238.
All references in the Prospectus to 'First Chicago Trust Company of New
York' should now be read to refer to 'Chemical Bank.'
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On January 20, 1994, the Board of Directors of the Company declared a
dividend of one Right for each outstanding share of Common Stock. The Rights
were issued to the holders of record of Common Stock outstanding on January 20,
1994 and will be issued with respect to shares of Common Stock issued thereafter
until the Rights become exercisable. The Rights are currently evidenced by the
certificates for shares of Common Stock. Each Right will entitle the holder in
certain events to purchase from the Company one-one thousandth (1/1,000th) of a
share of the Company's Series A Participating Cumulative Preferred Stock, par
value $1.00 per share, at a price of $150. The description and terms of the
Rights are set forth in a Rights Agreement dated as of January 20, 1994 (the
'Rights Agreement'), between the Company and Chemical Bank, as Rights Agent.
Chemical Bank will mail to the holders of Common Stock a copy of the Rights
Agreement without charge after receipt of a written request therefor.
THE DATE OF THIS SUPPLEMENT IS FEBRUARY 7, 1994
