<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1995.
Registration No. 33-89030
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE CHALONE WINE GROUP, LTD.
(Exact name of registrant as specified in its charter)
California 621 Airpark Road 94-1696731
- ------------------------------- Napa, California 94558-6272 ------------------
(State or other jurisdiction of (707) 254-4200 (I.R.S. Employer
incorporation or organization) --------------------------- Identification No.)
Address, including zip code,
and telephone number,
including area code,
of registrant's principal
executive offices)
W. PHILIP WOODWARD
President and
Chief Executive Officer
621 Airpark Road
Napa, California 94558-6272
(707) 254-4200
------------------------------
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Copies to:
SCOTT T. SMITH
CHARLES W. OTT
Pillsbury Madison & Sutro LLP
2700 Sand Hill Road
Menlo Park, CA 94025
(415) 233-4500
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
the Selling Stockholder.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /x/
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS Subject to Completion dated December 29, 1995
- ----------
198,413 SHARES
THE CHALONE WINE GROUP, LTD.
COMMON STOCK
_________
This Prospectus relates to the public offering, which is not being
underwritten, of 198,413 shares of Common Stock, no par value (the "Shares"), of
The CHALONE Wine Group, Ltd. ("CHALONE" or the "Company") which may be offered
from time to time by a stockholder of the Company (the "Selling Stockholder")
who received such shares pursuant to a nonpublic offering of the Company's
Common Stock under the terms of the Common Stock Purchase Agreement dated as of
March 29, 1993 between the Company and certain investors (the "1993 Stock
Purchase Agreement") and the Common Stock Purchase Agreement dated April 22,
1994 (the "1994 Stock Purchase Agreement" and collectively with the 1993 Stock
Purchase Agreement the "Stock Purchase Agreements"). The Shares were issued
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) thereof
and by Rule 506 of Regulation D promulgated thereunder. The Company will not
receive any of the proceeds from the sale of the Shares and it will bear the
costs relating to the registration of the Shares estimated to be approximately
$15,000. The Shares are being registered by the Company pursuant to the
registration rights provisions of the Stock Purchase Agreements. Pursuant to
the registration rights provisions of the Stock Purchase Agreements, the Company
has agreed to indemnify the Selling Stockholder against certain liabilities,
including liabilities under the Securities Act.
The Shares may be offered by the Selling Stockholder from time to time in
Nasdaq National Market transactions, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of the Shares for
whom such broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). To the extent required, the specific number of
Shares to be sold, the terms of the offering including the name or names of any
such agent or dealer, the purchase price paid by any such agent or dealer for
the Shares and any applicable commission or discount with respect to any
particular offer will be set forth in an accompanying Prospectus Supplement.
The Selling Stockholder and any broker-dealers or agents that participate with
the Selling Stockholder in the distribution of the Shares may be determined to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. See "Plan of Distribution."
The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "CHLN."
______________
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
______________
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 December __, 1995
<PAGE>
AVAILABLE INFORMATION
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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C., and at the Commission's
Chicago Regional Office, 500 West Madison Street, Chicago, Illinois; and New
York Regional Office, Seven World Trade Center, New York, New York. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at
prescribed rates. The Company's Common Stock is quoted on the NASDAQ National
Market System, and such reports, proxy statements and other information can also
be inspected at the offices of NASDAQ Operations, 1735 K Street, N.W.,
Washington, D.C.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act, with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement and the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete and, in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. Copies of the Registration Statement, including all exhibits
thereto, may be obtained from the Commission's principal office in Washington,
D.C. upon payment of the fees prescribed by the Commission, or may be examined
without charge at the offices of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference into this Prospectus:
(a). The Company's Annual Report on Form 10-K (File No. 0-13406) for the
year ended December 31, 1994.
(b). The Company's Quarterly Report on Form 10-Q (File No. 0-13406) for the
quarter ended March 31, 1995.
(c). The Company's Quarterly Report on Form 10-Q (File No. 0-13406) for the
quarter ended June 30, 1995.
(d). The Company's Quarterly Report on Form 10-Q (File No. 0-13406) for the
quarter ended September 30, 1995.
(e). The Company's Current Report on Form 8-K (File No. 0-13406) dated
September 20, 1995.
(f). The Company's Current Report on Form 8-K (File No. 0-13406) dated May
10, 1995.
(g). Amendment to the Company's Current Report on Form 8-K/A-1 (File
No. 0-13406) dated August 1, 1995.
(h). Amendment to the Company's Current Report on Form 8-K/A-2 (File
No. 0-13406) dated August 2, 1995.
(i). The description of the common stock, no par value, of the Company
contained in its Registration Statement on Form 8-A filed April 18, 1985.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
to which this Prospectus relates shall be deemed to be incorporated by reference
into this Prospectus and to be part of this Prospectus from the date of filing
thereof.
-2-
<PAGE>
Any statement contained herein, or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus and the Registration Statement of which it is a part to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated herein modifies or replaces such statement. Any
statement so modified or superseded shall not be deemed, in its unmodified form,
to constitute a part of this Prospectus or such Registration Statement.
Upon written or oral request, the Company will provide without charge to
each person to whom a copy of this Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
therein). Requests should be submitted in writing or by telephone at (707)
254-4200 to William L. Hamilton, The CHALONE Wine Group, Ltd., at the principal
executive offices of the Company, 621 Airpark Road, Napa, California 94558-6272.
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus, and, if given or made, such
information and representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute any offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock to
which it relates, or an offer in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct at any time
after the date hereof.
THE COMPANY
Chalone was incorporated under the laws of the State of California on June
27, 1969. It became a publicly-held reporting company as the result of an
initial public offering in May of 1984. The Company is, to its knowledge, one
of only two publicly-held U.S. corporations whose sole activity is in the
production, marketing, and selling of premium-priced wines.
The Company produces, markets and sells premium white and red varietal
table wines, primarily Chardonnay, Pinot Noir, Cabernet Sauvignon and Sauvignon
Blanc. The Company operates five established wineries, four are located in a
different county of California, one is located in Walla Walla, Washington. The
Company's wines are made principally from grapes grown at its Chalone Vineyard
and Carmenet Vineyard facilities, at vineyards owned by the Company's partner in
the Edna Valley Vineyard joint venture, and, for the Company's Acacia Winery
facility, from grapes principally grown at neighboring independent vineyards,
plus a small vineyard one-half owned and managed by the Company. The Company's
wines are sold primarily in the premium-priced segment of the table wine market
under the labels "Chalone Vineyard," "Edna Valley Vineyard," "Carmenet" and
"Acacia." The Company also owns a 50% interest in Canoe Ridge Vineyard, located
in eastern Washington State, which vineyard is planted to Merlot, Cabernet
Sauvignon, and Chardonnay grapes. A small amount of 1992 "Canoe Ridge Vineyard"
Merlot, produced for the Company's account, was released in the spring of 1994.
The Company established its own winery facilities for the production of "Canoe
Ridge Vineyard" wines, in Walla Walla, Washington, in the fall of the 1994.
Effective November 30, 1994, those operations were (subject to receipt of
necessary federal and State alcoholic-beverage authorizations) transferred to a
new Washington State corporation in which the Company retains a 51% ownership
interest.
In addition and as a result of a cross-investment with Domaines Barons de
Rothschild (Lafite) ("DBR"), the Company receives an allocation of the wines of
DBR, including the wines of Chateau Lafite-Rothschild, to sell primarily to the
Company's shareholders.
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.
-3-
<PAGE>
Outstanding Debt. The Company has entered into agreements with Wells Fargo
----------------
Bank, N.T. & S.A. (the "Bank") for lines of credit, one for the Company for up
to $10 million, of which, as of December 9, 1994, $7.99 million was drawn, and
one for the Company's Edna Valley Vineyard joint venture for up to $4.8 million,
of which, as December 9, 1994, $3.89 million was drawn, and four long-term loans
due in 1996 in the aggregate amount of $5,753,000. On December 9, 1994, the
Company owed $908,000 to the Bank of America, National Trust & Savings
Association, pursuant to a credit agreement. The Company also has $20,884,100
worth of convertible subordinated debentures outstanding which are held by DBR.
Because the lines of credit are annually renewable, there can be no assurance
that the Company will be able to renew the lines of credit next year, nor repay
the loans due in 1996 or the interest or principal due on the debentures.
Additionally, while such debt remains outstanding there can be no assurance the
Company will be able to obtain additional financing if needed.
Agricultural Risks. The Company is subject to a variety of agricultural
------------------
risks, any of which could adversely affect its operations. Unusual weather
conditions such as drought, unseasonable rains and frosts, hail and other
factors can adversely affect the quality or quantity of the grapes grown or
purchased by the Company. Insects, mites, microflora and various grapevine
diseases may subject vineyards to severe damage. Pesticides and the selection
of resistant rootstocks reduce losses from these causes, but do not eliminate
the risk of such loss. From time to time, the Company has experienced problems
with insects, animals and birds.
The Company's vineyards are in greatest part planted on rootstocks other
than AXR-1, and thus have been spared the serious outbreak of phylloxera which
has in the past several years infected California vineyards, especially those in
the Napa/Sonoma region. A portion of the vines at the Company's Carmenet
Vineyard are on AXR-1 rootstock, and some phylloxera infestation has appeared.
This infestation has to date spread very slowly, and the Company believes that
it can be contained to less than half of the planted acreage, with the affected
plantings being gradually replaced, over time, without material impact on
Carmenet's annual production. No assurance can, however, be given that the
infestation will continue to be so controlled or that Carmenet's production will
not be materially affected thereby.
Absence of Dividends. The Company has never paid cash dividends on its
--------------------
capital stock and does not anticipate paying any cash dividends in the
foreseeable future.
SELLING STOCKHOLDER
The 198,413 shares of Common Stock of the Company described in this
Prospectus are owned by the T. Rowe Price Small-Cap Value Fund, Inc.
The shares acquired by the T. Rowe Price Small-Cap Value Fund, Inc. were
obtained by it pursuant to the Stock Purchase Agreements and are being
registered hereunder pursuant to the registration rights provisions of those
agreements.
<TABLE>
<CAPTION>
Percentage
Positions, Number of of Common
offices or other Shares Owned Stock to be
material relation- as of Shares owned upon
Name of ships with the Company December 7, Registered completion
Stockholder during the last 3 years 1995 Hereby of Offering(*)
- ----------- ----------------------- ------------ ---------- --------------
<S> <C> <C> <C>
T. Rowe Price Small-
Cap Value Fund, Inc. None 198,413 198,413 -0-
- --------------------
<FN>
* Assumes all Common Stock registered hereby is offered and sold.
</TABLE>
-4-
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholder from time to time in
Nasdaq National Market transactions, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of the Shares for
whom such broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). To the extent required, the specific number of
Shares to be sold, the terms of the offering including the name or names of any
such agent or dealer, the purchase price paid by any such agent or dealer for
the Shares and any applicable commission or discount with respect to any
particular offer will be set forth in an accompanying Prospectus Supplement.
The Selling Stockholder and any broker-dealers or agents that participate with
the Selling Stockholder in the distribution of the Shares may be determined to
be "underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby are being passed upon for the Company by Pillsbury Madison &
Sutro LLP, Menlo Park, California.
EXPERTS
The consolidated financial statements of The CHALONE Wine Group, Ltd.
appearing in The CHALONE Wine Group, Ltd. Annual Report (Form 10-K) for the year
ended December 31, 1994, have been audited by Deloitte & Touche, LLP,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
-5-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts are estimated except the
Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
Amount
------
<S> <C>
SEC registration fee . . . . . . . . . . . . . 441
Accounting fees and expenses . . . . . . . . . 5,000
Expenses . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous fees and expenses . . . . . . . 4,559
Total . . . . . . . . . . . . . . . . . . 15,000
</TABLE>
The Company intends to pay the expenses of registration with respect to the
shares being sold by the Selling Stockholder hereunder. The Selling Stockholder
will pay expenses related to the sale of the shares offered hereby, including
any commissions, stock transfer taxes and independent legal fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").
Article Fifth of the Company's Articles of Incorporation, as amended, and
Article 5.8 of the Company's Bylaws provide for indemnification of the Company's
directors and officers to the maximum extent permitted by the California General
Corporation Law. Persons covered by this indemnification provision include
current and former directors, officers, employees and other agents of the
Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise.
As permitted by section 204(a)(10) of the Code, the Company's Articles of
Incorporation eliminate a director's personal liability for monetary damages to
the Company and its stockholders arising from a breach or alleged breach of a
director's fiduciary duty, as set forth in section 309 of the Code, except for
liability for (i) intentional misconduct or a knowing violation of law, (ii)
acts or omissions involving the absence of good faith on the part of a director,
(iii) any transaction in which a director received an improper personal benefit,
(iv) reckless disregard of, or unexcused inattention to, the director's duties
to the corporation or (v) transactions in violation of sections 310 (contracts
in which a director has a material financial interest) or 316 (approval of
certain prohibited corporate transactions) of the Code.
The registration rights provisions of the Stock Purchase Agreements entered
into by the Company and the Selling Stockholders provide for
cross-indemnification by the Selling Stockholders of the Company, its directors
and officers, and the Company of the Selling Stockholders, and any officer or
director if an institution, for certain liabilities, including liabilities
arising under the Act, or otherwise.
The Company currently has an officers' and directors' liability insurance
policy in effect.
II-1
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -------------------------
5.1 Opinion of Pillsbury Madison & Sutro.
23.1 Consent of Deloitte & Touche
23.2 Consent of Pillsbury Madison & Sutro (included in its opinion
filed as Exhibit 5.1 to this Registration Statement).
24 Power of Attorney (see page II-4).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
The undersigned Company hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement; provided, however, that paragraphs (a) and (b) do not
apply if the information required to be included in a post-effective
amendment by the 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, as amended (the "Exchange Act") that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each post-effective amendment that contains a form of prospectus 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-offering
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(4) For purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act which is incorporated by reference in
this 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.
II-3
<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-3, and has duly caused this Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned on any
and all capacities, thereunto duly authorized, in the City of Napa, State of
California, on December 29, 1995.
THE CHALONE WINE GROUP, LTD.
By /s/ W. PHILIP WOODWARD
------------------------------------
W. Philip Woodward
President and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ W. PHILIP WOODWARD
- ----------------------------- President, Chief Executive Officer, and December 29, 1995
W. Philip Woodward Director (Principal Executive Officer)
/s/ RICHARD H. GRAFF *
- ----------------------------- Chairman of the Board of Directors December 29, 1995
Richard H. Graff
/s/ WILLIAM L. HAMILTON
- ----------------------------- Executive Vice President, Chief December 29, 1995
William L. Hamilton Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ WENDY W. BENTSON *
- ----------------------------- Controller December 29, 1995
Wendy W. Bentson
- ----------------------------- Director December __, 1995
Richard C. Hojel
/s/ C. RICHARD KRAMLICH *
- ----------------------------- Director December 29, 1995
C. Richard Kramlich
II-4
<PAGE>
/s/ J. A. MCQUOWN *
- ----------------------------- Director December 29, 1995
J. A. McQuown
/s/ JAMES H. NIVEN *
- ----------------------------- Director December 29, 1995
James H. Niven
- ----------------------------- Director December __, 1995
Eric de Rothschild
- ----------------------------- Director December __, 1995
Christophe Salin
<FN>
*By /s/ WILLIAM L. HAMILTON
-------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
______ ------- -------------
5.1 Opinion of Pillsbury Madison & Sutro.* __
23.1 Consent of Deloitte & Touche.* __
23.2 Consent of Pillsbury Madison & Sutro
(included in its opinion filed as*
Exhibit 5.1 to this Registration
Statement).
24 Power of Attorney (see page II-4).*
__________________
[FN]
* Previously filed.
