As filed with the Securities and Exchange Commission on July 6, 1994
Registration No. 33-___
Securities and Exchange Commission
Washington, D.C. 20549
_____________________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THE OLSTEN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-2610512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_____________________________
The Olsten Building
One Merrick Avenue
Westbury, New York 11590
(516) 832-8200
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
William P. Costantini, Esq.
Senior Vice President and General Counsel
The Olsten Building
One Merrick Avenue
Westbury, New York 11590
(516) 832-8200
(Name address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
Copies to:
Marjorie Sybul Adams, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0861
__________________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
_____________________________
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, check the following box. X
___________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class of Proposed Maximum
Securities to be Registered Amount to be Registered Offering Price Per Unit<F1>
<S> <C> <C>
Common Stock, $.10 par value 567,000 Shares $32.50
Proposed Maximum
Aggregate Offering Price<F1> Amount of Registration Fee
<C> <C>
$18,427,500.00 $6,355.00
<FN>
<F1>Pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
these amounts are used solely for the purpose of calculating the registration
fee. Such amounts based on the average of the high and low per share prices
for the Registrant's Common Stock on the American Stock Exchange on July 5,
1994.
</TABLE>
__________________________
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, as amended, or until this
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
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 AN 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.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 6, 1994
THE OLSTEN CORPORATION
______________________
567,000 Shares of Common Stock - Par Value $.10 per share
______________________
This Prospectus relates to the distribution of up to 567,000 shares
(the "Subject Shares") of Common Stock, par value $.10 per share (the "Common
Stock") of The Olsten Corporation, a Delaware corporation (the "Company").
The Subject Shares may be offered and sold from time to time by, and for the
account of, certain stockholders of the Company named herein (the "Selling
Stockholders"). See "Selling Stockholders." Of the Subject Shares,
(i) 552,000 shares are shares of Common Stock (the "Plan Shares") that have
been granted to certain officers, key employees and others pursuant to the
Company's Incentive Restricted Stock Plan (the "Plan") and (ii) 15,000
shares are shares of Common Stock that have been granted to certain
directors of the Company not pursuant to any stock plan
(the "Non-Plan Shares"). The Subject Shares are comprised only of the
Plan Shares and the Non-Plan Shares. The Company will not receive any
proceeds from the sale of the Subject Shares.
The Company's Common Stock (including the Subject Shares) is listed on
the American Stock Exchange (the "AMEX") under the symbol "OLS". On July 5,
1994, the last reported sale price of the Company's Common Stock on the AMEX
was $ 32.25 per share.
The Plan Shares were granted by the Company to certain Selling
Stockholders pursuant to the Plan. The Non-Plan Shares were granted by the
Company to certain other Selling Stockholders not pursuant to any stock plan.
The Plan Shares and the Non-Plan Shares are considered "restricted securities"
under the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus has been prepared for the purpose of registering the Subject Shares
under the Securities Act to allow future sales by the Selling Stockholders to
the public without restriction. The Plan Shares vest at different times in
accordance with the Plan (see "Selling Stockholders") and may not be sold until
they have fully vested. The Non-Plan Shares are all fully vested in accordance
with the terms pursuant to which they were granted.
The Subject Shares are offered subject to prior sale, when, as and if
delivered by the Selling Stockholders.
The terms of the distribution covered by this Prospectus will be fixed
at the time of sale. See "Plan of Distribution."
__________________________________
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 ____________, 1994.
<PAGE>
<TABLE>
<CAPTION>
Underwriting Proceeds to
Price Discounts and Selling
to Commisions Stockholders
Public<F1> <F2><F3> <F1><F4>
<S> <C> <C> <C>
Per Share. . . $32.50 $0.98 $31.52
Total. . . . . $18,427,500.00 $555,660.00 $17,871,840.00
<FN>
<F1> These amounts are estimated pursuant to Rule 457 of the Securities Act.
Such amounts are based upon the average of the high and low per share prices
for the Company's Common Stock on the AMEX on July 5, 1994 (i.e.,$32.50).
<F2> Estimated based upon an approximate three percent (3%) average commission
charged for market sales. Commissions will vary depending upon the size of
the transaction and the brokers or dealers effecting the sales.
<F3> Commissions may also be payable by purchasers of the Subject Shares to
their brokers or others from whom they purchase the Subject Shares.
<F4> The Company will receive none of the proceeds realized from the Subject
Shares sold hereunder by the Selling Stockholders. All expenses incident to
the registration of the Subject Shares under the Securities Act are being
borne by the Company. Such expenses are estimated to be approximately
$30,855.00. Commissions or discounts paid by the Selling Stockholders in
connection with the sale of the Subject Shares will be determined through
negotiations between each Selling Stockholder and the brokers or dealers to
or through which the Subject Shares are to be sold and may vary depending
upon, among other things, the size of the transaction and the brokers or
dealers effecting the sales.
</TABLE>
____________________
The Subject Shares offered hereby have
not been registered for sale under the securities laws of any state or
other jurisdiction of the United States nor has the securities
commission of any such state or other jurisdiction passed upon the
adequacy or accuracy of this Prospectus. Brokers or dealers effecting
transactions in the Subject Shares should confirm the registration of
the Subject Shares under the securities laws of the state or other
jurisdiction of the United States in which such transactions occur or
the existence of any exemption from such registration, or should cause
such registration in connection with any offer or sale of the Subject
Shares.
<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 periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the following
regional offices of the Commission: Room 1400, 75 Park Place, New York,
New York 10007 and Suite 1400, 500 West Madison Street, Western Atrium
Center, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the AMEX. Reports and other
information concerning the Company can also be inspected and copied at
the offices of the AMEX, Room 625, 86 Trinity Place, New York, New
York 10006.
The Company has
filed with the Commission a registration statement under the
Securities Act on Form S-3 (together with any amendments thereto, the
"Registration Statement") with respect to the Subject Shares. This
Prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information included in the Registration
Statement and the exhibits and schedules thereto. For further
information pertaining to the Company and the Subject Shares,
reference is hereby made to the Registration Statement, including the
exhibits and schedules filed as a part thereof and otherwise
incorporated therein. Statements made in this Prospectus as to the
contents of any contract, agreement or other document are not
necessarily complete; with respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement,
reference is made to such exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified
in its entirety by such reference. Copies of the Registration
Statement and the exhibits thereto may be inspected, without charge,
at the offices of the Commission or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set
forth above.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
the Exchange Act are incorporated by reference in this Prospectus and
made a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended
January 2, 1994;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1994; and
(c) the description of the Company's Common Stock contained in the Company's
registration statement filed with the Commission pursuant to Section 12 of
the Exchange Act and all amendments or reports filed for the purpose of
updating such description.
All reports and other documents hereafter filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall hereby be deemed to be
incorporated in and to be a part of this Prospectus by reference from
the date of filing of such documents. Any statement contained herein
or in a document or information report incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained
herein or in any 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 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 written or oral request of any
such person, a copy of any or all of the documents that have been or
may be incorporated by reference into this Prospectus, other than
exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such
copies should be directed to The Olsten Corporation, The Olsten
Building, One Merrick Avenue, Westbury, New York 11590, Attention:
Laurin L. Laderoute, Jr., Vice President and Secretary, (516) 832-
8200.
<PAGE>
No person has been
authorized to give any information or to make any representations
other than those contained in, or incorporated by reference into, this
Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or
any one or more of the Selling Stockholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since any of the dates
specifically mentioned herein or the date hereof or that the infor-
mation herein is correct as of any time subsequent to its date.
<PAGE>
THE COMPANY
The Olsten Corporation was incorporated in Delaware in 1967 as the
successor to a business founded in 1950 by the late William Olsten.
On July 30, 1993, Lifetime Corporation merged into the Company. The
merger was accounted for as a pooling of interests and materially
increased the Company's health care business.
The Company, operating through subsidiaries principally under the trade
names "Olsten Kimberly QualityCare" and "Olsten Staffing Services,"
engages in and derives substantially all of its revenues from two
industry segments, health care services and staffing services, which
involve providing, through offices operated or licensed by the Company
and its subsidiaries or pursuant to franchises granted by the Company,
health care personnel in home, health care facility and business
settings and temporary personnel to business, industry and
government. The Company's owned, licensed and franchised operations
conduct business through approximately 1,200 offices in 50 states, the
District of Columbia, Puerto Rico, the Canadian provinces of Alberta,
British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia,
Ontario and Quebec, and the United Kingdom.
Sales of Health Care Services and Staffing Services accounted for
approximately 59% and 41%, respectively, of the Company's 1993 sales,
approximately 63% and 37%, respectively, of the Company's 1992 sales
and approximately 65% and 35%, respectively, of the Company's 1991
sales, exclusive of franchise service sales in all instances. All of
the foregoing percentages give effect to the accounting for the merger
of Lifetime Corporation into the Company on July 30, 1993 as a pooling
of interests.
The Company's principal executive offices are presently located at The
Olsten Building, One Merrick Avenue, Westbury, New York 11590. Its
telephone number is (516) 832-8200. The Company has acquired a
building and property for a new headquarters location in Melville, New
York. As used in this Prospectus, except when the context otherwise
requires, the "Company" means The Olsten Corporation and its
consolidated subsidiaries.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Subject
Shares.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information, as of June 30, 1994,
with respect to the Selling Stockholders:
<TABLE>
Common Stock
<CAPTION>
Percent of Class
Beneficially
Owned after
Beneficial Beneficial Offering if
Ownership Maximum Ownership One Percent or
Before Offered After More of the
Name Offering<F1> Hereby<F2> Offering<F1><F3> Class<F1><F3>
<S> <C> <C> <C> <C>
Frank N.
Liguori<F4> 804,034<F5> 475,000<F6> 329,034<F5> 1.0%
Thomas E.
Boelsen<F7><F27> 7,575<F8> 6,000 1,575<F8>
Kathleen
Concannon<F9><F27> 4,536<F10> 1,000 3,536<F10>
William P.
Costantini 7,389<F12> 6,000 1,389<F12>
<F11><F27>
Robert A.
Fusco<F13><F27) 42,000<F14> 30,000 12,000<F14>
Martin
Gelerman<F15><F27> 5,330<F16> 3,000 2,330<F16>
Gerald J.
Kapalko<F17><F27> 13,037<F18> 6,000 7,037<F18>
Laurin L.
Laderoute, Jr.
<F19><F27> 40,418<F20> 3,000 37,418<F20>
Stuart
Olsten 2,486,493<F22> 6,000 2,480,493<F22> 7.2%
<F21><F27>
Richard A.
Piske, III
<F23><F27> 10,516<F24> 5,000 5,516<F24>
Anthony J.
Puglisi 6,000 6,000 0
<F25><F27>
Bernard
Silverstein
<F26><F27> 30,000 5,000 25,000
Allan Tod
Gittleson
<F28><F34> 37,798<F29> 5,000 32,798<F29>
Andrew N.
Heine 2,140,467<F31> 5,000 2,135,467<F31> 6.3%
<F30><F34>
John M.
May<F32><F34> 17,000<F33> 5,000 12,000<F33>
<PAGE>
<FN>
<F1> A person is deemed to be a "beneficial owner" of a security if that person
has or shares a "voting power," which includes the power to vote or direct the
voting of such security, or "investment power," which includes the power to
dispose or to direct the disposition of such security, or if, under certain
circumstances, a person has the right to acquire either voting power or
investment power over such security through, among other things, the exercise
of an option. More than one person may be deemed to be a beneficial owner of
the same security, and a person may be deemed to be a beneficial owner of a
security as to which he has no voting power or investment power.
<F2> This statement of Maximum Offered Hereby does not constitute a commitment
to sell the number of shares of Common Stock listed. The number of shares of
Common Stock offered shall be determined from time to time by each Selling
Stockholder in his or her sole discretion.
<F3> Assumes that the Maximum Offered Hereby is sold by each of the Selling
Stockholders.
<F4> Mr. Liguori is the Chairman and Chief Executive Officer of the Company.
<F5> Includes 150,000 shares that may be purchased pursuant to presently
exercisable stock options and six shares of Common Stock issuable upon the
conversion of shares of the Company's Class B Common Stock, par value
$.10 per share ("Class B Stock").
<F6> Consists of 187,500 shares granted on June 20, 1990, 37,500 shares
granted on February 10, 1992, 37,500 shares granted on January 6, 1993, and
212,500 shares granted on November 8, 1993, all under the Plan. Twenty
percent of the 187,500 shares granted to Mr. Liguori on June 20, 1990 have
vested (or will vest, as the case may be) on each June 20 commencing on
June 20, 1991 and ending on June 20, 1995. Twenty percent of the 37,500
shares granted to Mr. Liguori on February 10, 1992 have vested
(or will vest, as the case may be) on each February 10 commencing on
February 10, 1993 and ending on February 10, 1997. All of the
37,500 shares granted to Mr. Liguori on January 6, 1993 and 100,000
of the 212,500 shares granted to Mr. Liguori on November 8, 1993 vested
on the date of grant. One-third of the remaining 112,500 shares granted
to Mr. Liguori on November 8, 1993 vested (or will vest, as the case may be)
on each of January 4, 1994, January 4, 1995 and January 4, 1996. The
numbers of shares granted to Mr. Liguori on June 20, 1990, February 10, 1992
and January 6, 1993 give effect to the three-for-two stock split declared
on February 2, 1993. Shares that have been granted under the Plan cannot
be sold until they vest in accordance therewith.
<F7> Mr. Boelsen has been an employee of the Company since 1985.
<F8> Includes 1,575 shares that may be purchased pursuant to presently
exercisable stock options.
<PAGE>
<F9> Ms. Concannon has been an employee of the Company since 1976.
<F10> Includes 262 shares that may be purchased pursuant to presently
exercisable stock options.
<F11> Mr. Costantini is Senior Vice President and General Counsel of the
Company. He became an executive officer of the Company during 1992.
<F12> Includes 750 shares that may be purchased pursuant to presently
exercisable stock options.
<F13> Mr. Fusco is Executive Vice President of the Company and the President
of Olsten Kimberly QualityCare, an affiliate of the Company. He became an
executive officer of the Company in 1992.
<F14> Includes 12,000 shares that may be purchased pursuant to presently
exercisable stock options.
<F15> Mr. Gelerman has been an employee of the Company since 1990.
<F16> Includes 1,312 shares that may be purchased pursuant to presently
exercisable stock options.
<F17> Mr. Kapalko is Executive Vice President of the Company and became
an executive officer during 1993.
<F18> Includes 3,375 shares that may be purchased pursuant to presently
exercisable stock options.
<F19> Mr. Laderoute is Vice President, Secretary and Assistant General Counsel
of the Company. He became an officer of the Company during 1981.
<F20> Includes 7,418 shares that may be purchased pursuant to presently
exercisable stock options.
<F21> Mr. Olsten is President of the Company. He became an executive officer
of the Company during 1987.
<F22> Includes 2,365,952 shares issuable upon the conversion of Class B Stock
and 21,166 shares issuable upon exercise of Class B Stock warrants.
<F23> Mr. Piske is Executive Vice President of the Company and President of
Olsten Staffing Services, an affiliate of the Company. He became an
executive officer of the Company during 1993.
<F24> Includes 5,203 shares that may be purchased pursuant to presently
exercisable stock options.
<F25> Mr. Puglisi is Senior Vice President - Finance (Principal Financial and
Accounting Officer) of the Company. He became an executive officer of the
Company during 1993.
<F26> Mr. Silverstein provides tax accounting services to the Company.
<F27> As to Messrs. Boelsen, Costantini, Fusco, Gelerman, Kapalko, Laderoute,
Olsten, Piske, Puglisi and Silverstein and Ms. Concannon, all shares shown
in the table above under the caption "Maximum Offered Hereby" were granted
under the Plan on November 8, 1993, and vest in increments of 20% on each
January 4 from January 4, 1994 through and including January 4, 1998. Shares
that have been granted under the Plan cannot be sold until they vest in
accordance therewith.
<PAGE>
<F28> Mr. Gittleson has been a director of the Company since 1983.
<F29> Includes 12,000 shares that may be purchased pursuant to presently
exercisable stock options.
<F30> Mr. Heine has been a director of the Company since 1969.
<F31> Includes 13,500 shares that may be purchased pursuant to presently
exercisable stock options and includes 2,118,014 shares issuable upon
the conversion of Class B Stock which are owned by two trusts of which
Mr. Heine is a trustee.
<F32> Mr. May has been a director of the Company since 1989.
<F33> Includes 12,000 shares that may be purchased pursuant to presently
exercisable stock options.
<F34> As to Messrs. Gittleson, Heine and May, all shares shown in the table
above under the caption "Maximum Offered Hereby" were granted on
November 8, 1993 and fully vested on January 4, 1994. None of such shares
were granted under any stock plan of the Company.
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The distribution of
the Subject Shares by the Selling Stockholders may be effected from
time to time in one or more transactions (which may include block
transactions) on the AMEX, in fixed price offerings off of the floor
of the AMEX, in special offerings and exchange distributions, each in
accordance with the rules of the AMEX, in negotiated transactions or
a combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices
or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Subject Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders and others. No sales effected through broker-dealers
shall include the payment of underwriting discounts, concessions or
commissions which exceed compensation levels customarily paid for such
services.
The Selling Stockholders are not restricted as to the price or prices at
which they may sell their Subject Shares. Sales of such shares at
less than the market price may lower the market price of the Company's
Common Stock. Moreover, the Selling Stockholders are not restricted
as to the number of shares which may be sold at any one time, and it
is possible that if a significant number of shares are sold at the
same time, this might also lower the market price of the Company's
Common Stock.
The Selling
Stockholders and brokers or dealers who participate in the sale or
distribution of the Subject Shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any
profit on the sale of the Subject Shares by them acting as principal
and any discounts, commissions, or concessions received by any such
brokers or dealers may be deemed to be underwriting discounts and
commissions under the Securities Act. No payment of any underwriting
commissions or discounts in connection with any sales of the Subject
Shares is expected, other than customary brokerage commissions.
The Company is
paying the expenses incident to the registration of the Subject Shares
under the Securities Act. The Company presently intends to keep the
Registration Statement covering the Subject Shares current for a
period of four years after the date of effectiveness of the
Registration Statement but reserves the right not to do so at any time
after such date. In any event, however, the Company does not pre-
sently intend to keep the Registration Statement current beyond any
date on which either (i) all of the Subject Shares have been sold or
(ii) the Selling Stockholders have agreed to terminate the offering
contemplated hereby. The Subject Shares, when fully vested in
accordance with the terms of the grant thereof, whether pursuant to
the Plan (in the case of the Plan Shares) or otherwise (in the case of
the Non-Plan Shares) will be fully paid and non-assessable and are
being sold by the Selling Stockholders acting as principals for their
own account. The Company will not receive any proceeds from the sale
of the Subject Shares.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of the Company consists of 110,000,000 shares
of Common Stock, 50,000,000 shares of Class B Common Stock, par value
$.10 per share ("Class B Stock"), and 250,000 shares of preferred
stock, par value $.10 per share ("Preferred Stock").
The following statements concerning the Common Stock, Class B Stock and
Preferred Stock are summaries of provisions contained in the Company's
Restated Certificate of Incorporation and do not purport to be
complete. The provisions of the Restated Certificate of Incorporation
are incorporated herein by reference and the summaries below are
qualified in their entirety by reference thereto.
No redemption provisions or sinking fund provisions apply to either the
Common Stock or Class B Stock. All presently outstanding shares of
Common Stock and Class B Stock are fully paid and nonassessable.
Subject to the rights of holders of Preferred Stock, if and when
issued, holders of Common Stock and Class B Stock are entitled to
receive cash dividends, when and if declared by the Company's Board of
Directors (the "Board"), out of any funds legally available therefor,
and on liquidation are entitled to share ratably in the assets of the
Company available for distribution to its stockholders.
Voting
Except as otherwise provided by law, each share of Common Stock entitles
the holder thereof to one vote on all matters submitted to
stockholders, and each share of Class B Stock entitles the holder
thereof to ten votes on all such matters, provided that so long as
required for continued listing of the Common Stock on the AMEX and so
long as the Common Stock is so listed, the Common Stock votes
separately as a class for the election of 25% of the total number of
directors of the entire Board (rounded up to the nearest whole number)
and the Class B Stock votes separately as a class to elect the
remaining 75% of the total number of directors of the entire Board
(rounded down to the nearest whole number), provided, however, that if
shares of Preferred Stock are issued and the holders thereof are
entitled at any meeting of stockholders to elect directors who would
otherwise be elected by holders of Common Stock and Class B Stock, the
number of directors to be elected by holders of the Class B Stock will
be reduced accordingly. Also, so long as required for continued
listing of the Common Stock on the AMEX and so long as the Common
Stock is so listed, if the number of outstanding shares of Class B
Stock is less than 12.5 percent of the total of (a) the number of then
outstanding shares of Common Stock, (b) the number of then outstanding
shares of Class B Stock and (c) the number of then outstanding shares
of any other class or series of capital stock (including the Preferred
Stock) the holders of which are entitled to vote for the election of
directors, then the holders of the Common Stock would continue to vote
separately as a class for the election of 25% of the directors but
would, in addition, vote together with the holders of Class B Stock
for the election of directors who would otherwise be elected by the
holders of Class B Stock, with each share of Common Stock having one
vote and each share of Class B Stock having ten votes.
<PAGE>
In the event that the continued listing for trading of the Common Stock on
the AMEX no longer requires 25% of the number of directors to be
elected by the holders of the Common Stock in the manner specified
above, then such right of the holders of the Common Stock to elect 25%
of the number of directors shall cease, and at all elections of
directors following such change, the Common Stock and Class B Stock
shall vote in the election of directors as one class, with each share
of Common Stock entitled to one vote and each share of Class B Stock
entitled to ten votes.
The holders of shares of Common Stock and the holders of the shares of
Class B Stock are entitled to vote separately as classes on any
amendment of the Restated Certificate of Incorporation to split or
combine the shares of either such class if, pursuant to such stock
split or combination, the relationship between the number of shares of
Class B Stock and Common Stock outstanding immediately following such
stock split or combination is not the same as the relationship between
the number of shares of Class B Stock and Common Stock immediately
prior to such stock split.
Except as set forth above and except as otherwise required by law, the
holders of Common Stock and Class B Stock vote together as a single
class in all matters.
The ability of the holders of Class B Stock to elect a majority of the
Board could discourage open market purchases of the Common Stock or a
non-negotiated tender or exchange offer for such stock and,
accordingly, may limit a stockholder's ability to realize a premium
over the market price of the Common Stock in connection with any such
transaction.
Holders of Common Stock and Class B Stock do not have cumulative voting
rights or preemptive rights.
<PAGE>
Transferability and Trading Market
The Common Stock is freely transferable and is listed and traded on the AMEX.
The Class B Stock is not transferable except to Olsten or certain
permitted transferees. Any attempted transfer to other than a
permitted transferee will result in the conversion of the transferee's
shares of Class B Stock into shares of Common Stock. Accordingly,
there is no trading market for the Class B Stock and the Class B Stock
is not listed or traded on any exchange or in any public market.
Shares of Class B Stock are convertible at all times, without cost to
the holder thereof, into shares of Common Stock on a share-for-share
basis, and once converted, the shares may not be converted back into
Class B Stock. All shares of Class B Stock received by Olsten upon
conversion thereof into Common Stock will be retired and shall
thereafter resume the status of authorized and unissued shares of
Class B Stock. Shares of Common Stock are not convertible or
exchangeable into Class B Stock.
Dividends and Other Distributions
Dividend rights of the holders of Common Stock and Class B Stock are
subject to the rights of holders of Preferred Stock, if and when
issued. Holders of Common Stock and Class B Stock are entitled to
receive such dividends and other distributions in cash, stock or
property as may be declared thereon by the Board from time to time,
provided, however, that no cash dividend may be declared and paid on
the Class B Stock unless a cash dividend is simultaneously declared
and paid on the Common Stock. In the case of dividends or other
distributions payable in stock of the Company other than the Preferred
Stock, including distributions pursuant to stock splits or divisions
of stock of the Company by way of stock dividends, such distributions
or divisions must be in the same proportion with respect to each class
of stock, but only shares of Common Stock may be distributed with
respect to Common Stock and only shares of Class B Stock may be
distributed with respect to Class B Stock.
In the event of any dissolution or liquidation of the Company, the holders
of the Common Stock and Class B Stock will be entitled, after payment
or provision for payment of the debts and other liabilities of the
Company, and after payment of any amounts to which any holders of
Preferred Stock may then be entitled, to share ratably in the
distribution of the remaining assets of the Company.
<PAGE>
Automatic Conversion of Class B Stock
In addition to automatic conversions discussed under "Transferability and
Trading Market," the outstanding shares of Class B Stock will be
immediately converted into shares of Common Stock on a share per share
basis if: (i) at any time the holders of a majority of the
outstanding shares of Class B Stock approve the conversion of all of
the Class B Stock into Common Stock, or (ii) at any time the total
number of shares of Class B Stock falls below 5% of the total number
of shares of Class B Stock originally outstanding. In the event of
such a conversion, certificates formerly representing outstanding
shares of Class B Stock will thereafter be deemed to represent a like
number of shares of Common Stock.
Transfer Agent
The Transfer Agent for the Common Stock is Mellon Securities Trust Company.
Preferred Stock
The Preferred Stock, which is issuable in series, may be issued from time
to time upon authorization by the Board (without action by the
stockholders) which has the power to fix and determine the price,
terms and other conditions of each series of Preferred Stock
(including voting, dividend and liquidation rights and preferences).
The Board, without stockholder approval, could issue Preferred Stock
with voting and conversion rights which could adversely affect the
voting power of the Common Stock and the Class B Stock and which could
have the effect of deterring or preventing a change in control of the
Company. No series of Preferred Stock has been issued, and Olsten has
no present plan, arrangement, commitment or understanding with respect
to the issuance of any Preferred Stock.
Other
The Board will continue to possess the power to issue shares of authorized
but unissued Common Stock, Class B Stock and Preferred Stock without
further stockholder action, unless such stockholder action is
otherwise required by law, the AMEX or any other securities exchange
on which the Common Stock may then be listed.
Indemnification and Limitation on Director Liability
Consistent with applicable law, the Company's Restated Certificate of
Incorporation limits a director's monetary liability to the Company or
its stockholders for breach of fiduciary duty, except for liability
for acts not in good faith, or which involve intentional misconduct or
a knowing violation of law, unlawful payments of dividends or stock
repurchases or redemptions, transactions from which the director
derived improper personal benefit or breach of duty of loyalty. Such
provisions of the Company's Restated Certificate of Incorporation
would not alter the liability of directors under applicable federal
securities laws or the ability of stockholders to pursue other
remedies such as injunctive relief in appropriate circumstances.
<PAGE>
The Company's By-Laws provide that the Company will indemnify any director
or officer (and advance expenses on behalf of such persons) to the
fullest extent provided by Delaware law (and may similarly indemnify,
and advance expenses on behalf of, employees and agents) against
liabilities incurred by such person in such capacity.
LEGAL MATTERS
The validity of the
Subject Shares and certain other legal matters have been passed upon
by William P. Costantini, Esq., Senior Vice President and General
Counsel of the Company.
EXPERTS
The consolidated
balance sheets as of January 2, 1994 and January 3, 1993 and the
consolidated statements of income, retained earnings and cash flows
for each of the three years in the period ended January 2, 1994,
included in the Company's Annual Report on Form 10-K incorporated by
reference in the Registration Statement have been incorporated in reliance
upon the report of Coopers & Lybrand, independent accountants, given upon
the authority of that firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The following table
sets forth the various expenses expected to be incurred in connection
with offering described in this Registration Statement. All amounts
shown are estimates except for the Commission registration fee.
Item Amount
Securities and Exchange Commission
registration fee . . . . . . . $6,355.00
Legal fees and expenses . . . . . . 20,000.00
Accounting fees and expenses. . . . 4,000.00
Miscellaneous . . . . . . . . . . . 500.00
Total . . . . . . . . . . . . .$30,855.00
All of the above expenses are being borne by the Company.
Item 15. Indemnification of Directors and Officers
Article Ninth of the Registrant's Restated Certificate of
Incorporation provides for indemnification of Directors of the
Registrant as follows:
NINTH: No director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (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 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. This Article
NINTH shall not eliminate or limit the liability of a director
for any act or omission occurring prior to the effective date of
its adoption. If the Delaware General Corporation Law is amended
after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
<PAGE>
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification.
As authorized by Section 145 of the Delaware General
Corporation Law, Article V of the Registrant's By-Laws provides as
follows:
Section 1. Right to Indemnification. Each person who was
or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a
director or officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior thereto),
against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding was authorized by the
Board.
<PAGE>
Section 2. Right to Advancement of Expenses. This right to
indemnification conferred to in Section I of this Article V shall
include the right to be paid by the Corporation the expenses
incurred in defending any proceeding for which such right to
indemnification is applicable in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
that such indemnitee is not entitled to be indemnified for such
expenses under this Article V or otherwise.
Section 3. Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred in
this Article V shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the
Restated Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware
General Corporation Law.
Section 5. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from
time to time by the Board, grant rights to indemnification and to
the advancement of expenses to any employee or agent of the
Corporation or, if serving at the request of the Corporation, as
an employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, to the fullest extent of the
provisions of this Article V with respect to the indemnification
and advancement of expenses of directors and officers of the
Corporation.
<PAGE>
In addition, the Registrant maintains directors' and officers'
liability insurance covering certain liabilities that may be incurred
by the directors and officers of the Registrant in connection with the
performance of their duties.
Item 16. Exhibits
Exhibit No. Description of Exhibit
4.1 Restated Certificate of Incorporation of
Registrant, filed as Exhibit 3(a) to Registrant's
Annual Report on Form 10-K for the fiscal year
ended January 2, 1994, is incorporated herein by
reference.
4.2 By-Laws of Registrant, filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1994, are
incorporated herein by reference.
4.3 Amended and Restated Agreement and Plan of Merger
dated as of May 10, 1993 between Registrant and
Lifetime Corporation, filed as Exhibit 2(a) to
Registrant's Current Report on Form 8-K/A dated
May 17, 1993, is incorporated herein by
reference.
4.4 Indenture dated as of March 15, 1993 between
Registrant and Bankers Trust Company, as Trustee,
relating to Registrant's 4 7/8% Convertible
Subordinated Debentures due 2003, filed as
Exhibit 4 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 4, 1993, is
incorporated herein by reference.
4.5 Warrant Agreement between Lifetime Corporation
and American Stock Transfer Company, dated
November 4, 1986, as amended as of December 11,
1989 and July 23, 1993, filed as Exhibit 1 to
Registrant's Registration Statement on Form 8-A
dated July 23, 1993, is incorporated herein by
reference.
5.1 Opinion of William P. Costantini, Esq., Senior
Vice President and General Counsel of the Company
23.1 Consent of William P. Costantini, Esq., Senior
Vice President and General Counsel of the Company
(included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand.
24.1 Power of Attorney (included on signature page)
<PAGE>
Item 17. 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
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 this Registration
Statement.
(2) That, for the 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.
(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.
(4) 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 section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to section 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.
(b) 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
provisions described under Item 15 above, 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.
<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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Village of
Westbury, State of New York, on July 5, 1994.
THE OLSTEN CORPORATION
By: /s/ Frank N. Liguori
Frank N. Liguori,
Chairman and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank N. Liguori, William P.
Costantini and Laurin L. Laderoute, Jr. and each and any one of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement,
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 to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, 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 dates indicated.
Name Title Date
/s/ Frank N. Liguori Chairman and Chief Executive
Frank N. Liguori Officer and Director July 5, 1994
/s/ Anthony J. Puglisi Senior Vice President-Finance
Anthony J. Puglisi (Principal Financial and
Accounting Officer) July 5, 1994
/s/ Allan Tod Gittleson
Allan Tod Gittleson Director July 5, 1994
/s/ Andrew N. Heine
Andrew N. Heine Director July 5, 1994
/s/ John M. May
John M. May Director July 5, 1994
<PAGE>
/s/ Miriam Olsten
Miriam Olsten Director July 5, 1994
/s/ Stuart Olsten
Stuart Olsten Director July 5, 1994
/s/ Richard J. Sharoff
Richard J. Sharoff Director July 5, 1994
/s/ Raymond S. Troubh
Raymond S. Troubh Director July 5, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Restated Certificate of Incorporation of
Registrant, filed as Exhibit 3(a) to
Registrant's Annual Report on Form 10-K
for the fiscal year ended January 2, 1994,
is incorporated herein by reference.
4.2 By-Laws of Registrant, filed as Exhibit
3(b) to Registrant's Annual Report on
Form 10-K for the fiscal year ended
January 2, 1994, are incorporated herein
by reference.
4.3 Amended and Restated Agreement and Plan
of Merger dated as of May 10, 1993
between Registrant and Lifetime
Corporation, filed as Exhibit 2(a) to
Registrant's Current Report on Form 8-
K/A dated May 17, 1993, is incorporated
herein by reference.
4.4 Indenture dated as of March 15, 1993
between Registrant and Bankers Trust
Company, as Trustee, relating to
Registrant's 4 7/8% Convertible
Subordinated Debentures due 2003, filed
as Exhibit 4 to Registrant's Quarterly
Report on Form 10-Q for the quarter
ended April 4, 1993, is incorporated
herein by reference.
4.5 Warrant Agreement between Lifetime
Corporation and American Stock Transfer
Company, dated November 4, 1986, as
amended as of December 11, 1989 and July
23, 1993, filed as Exhibit 1 to
Registrant's Registration Statement on
Form 8-A dated July 23, 1993, is
incorporated herein by reference.
5.1 Opinion of William P. Costantini, Esq.,
Senior Vice President and General
Counsel of the Company
23.1 Consent of William P. Costantini, Esq.,
Senior Vice President and General
Counsel of the Company (included in
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand.
24.1 Power of Attorney (included on signature
page)
[Olsten Corporation Letterhead]
July 6, 1994
The Olsten Corporation
The Olsten Building
One Merrick Avenue
Westbury, New York 11590
Re: The Olsten Corporation -- Registration
Statement on Form S-3
Ladies and Gentlemen:
Reference is made to the Registration Statement on
Form S-3 (the "Registration Statement") being filed on
behalf of The Olsten Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to
the distribution of up to 567,000 shares (the "Registered
Shares") of the Company's common stock, $0.10 par value per
share, which may be offered and sold from time to time by,
and for the account of, certain stockholders of the Company.
Of the Registered Shares, 552,000 shares (the "Plan Shares")
have been granted to certain officers, key employees and
others pursuant to the Company's Incentive Restricted Stock
Plan (the "Plan") and 15,000 shares (the "Non-Plan Shares")
have been granted to certain directors of the Company not
pursuant to any stock plan.
<PAGE>
The Olsten Corporation
July 6, 1994
Page 2
The undersigned, who is the General Counsel of the
Company, has examined such documents and made such other
investigations as he has deemed necessary or advisable for
purposes of this opinion.
Based on the foregoing, the undersigned is of the
opinion that: (1) the Registered Shares have been duly
authorized; and (2) each Registered Share, when fully vested
in accordance with the terms of the grant thereof, whether
pursuant to the Plan (in the case of the Plan Shares) or
otherwise (in the case of the Non-Plan Shares), and when
issued and delivered as contemplated by the Registration
Statement, will be validly issued, fully paid and non-
assessable.
The undersigned is a member of the Bar of the
States of New York, Illinois, North Carolina and Connecticut
and is not licensed or admitted to practice law in any other
jurisdiction, and does not hold himself out as an expert on,
and expresses no opinion with respect to, the laws of any
jurisdiction other than New York, Illinois, North Carolina
and Connecticut and the general corporate laws of the State
of Delaware, and the federal law of the United States of
America.
This opinion is solely for the benefit of the
addressee hereof and may not be relied upon by any other
person without the prior written consent of the undersigned.
The undersigned hereby consents to the filing of
this opinion as an exhibit to the Registration Statement and
to the use of his name under the caption "Legal Matters" in
the prospectus contained in the Registration Statement.
Very truly yours,
/s/William P. Costantini
William P. Costantini
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 (File No. 33- ) of our
report dated February 1, 1994, on our audits of the
consolidated financial statements of The Olsten Corporation
and Subsidiaries, which is included in The Olsten
Corporation's Annual Report on Form 10K for the year ended
January 2, 1994. We also consent to the reference to our
Firm under the caption "Experts."
/s/ Coopers & Lybrand
New York, New York
July 6, 1994
