<PAGE> 1
As filed with the Securities and Exchange Commission on November 19, 1998
Registration Statement No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
THE GOOD GUYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2366177
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 Marina Boulevard, Brisbane, California 94005-1840
(Address of Principal Executive Offices) (Zip Code)
Employee Stock Purchase Plan
(Full title of the plan)
Dennis C. Carroll, Chief Financial Officer
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1840
(Name and address of agent for service)
(650) 615-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Title of
Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001
per share:
Employee
Stock
Purchase Plan 700,000 $4.875 $3,412,500 $1,176.72
</TABLE>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c), on the basis of the last sale price of the Registrant's Common
Stock as reported on the Nasdaq National Market on November 17, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports, if any, filed by Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year ended September 30, 1997; and
(c) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the
Commission on February 6, 1986 under Section 12 of the
Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is
registered under Section 12 of the Exchange Act.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's
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<PAGE> 3
certificate of incorporation eliminates a director's personal liability for
monetary damages to the Registrant and its stockholders arising from a breach or
alleged breach of a director's fiduciary duty, except for liability under
section 174 of the Delaware General Corporation Law or liability for any breach
of the director's duty of loyalty to the Registrant or its stockholders, for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or for any transaction from which the director derived
an improper personal benefit. The effect of this provision in the certificate of
incorporation is to eliminate the rights of the Registrant and its stockholders
(through stockholders' derivative suits on behalf of the Registrant) to recover
monetary damages against a director for breach of fiduciary duty as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described above.
The Registrant's bylaws provide for indemnification of officers,
directors and employees, and the Company has entered into an indemnification
agreement with each officer and director of the Registrant (an "Indemnitee").
Under the bylaws and such indemnification agreements, the Registrant must
indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been a director or employee of the Registrant.
The Registrant is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action, and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.
The Registrant also maintains an insurance policy insuring its
directors and officers against liability for certain acts and omissions while
acting in their official capacities.
There is no litigation pending, and neither the Registrant nor
any of its directors know of any threatened litigation, which might result in a
claim for indemnification by any director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C>
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, A Professional Corporation (included in
Exhibit 5.1).
24.1 Power of Attorney.
</TABLE>
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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<PAGE> 5
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those 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 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes 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 an 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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
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<PAGE> 6
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.
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<PAGE> 7
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 of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brisbane, State of California on the 18th day of
November, 1998.
THE GOOD GUYS, INC.
By /s/ ROBERT A. GUNST
-------------------------------------
Robert A. Gunst
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ ROBERT A. GUNST
- -----------------------------
(Robert A. Gunst) Director, President and November 18, 1998
Chief Executive Officer
(Principal Executive
Officer)
/s/ DENNIS C. CARROLL
- -----------------------------
(Dennis C. Carroll) Senior Vice President, November 18, 1998
Finance and
Administration, Chief
Financial Officer and
Secretary (Principal
Financial Officer)
/s/ VANCE SCHRAM Controller (Principal November 18, 1998
- ----------------------------- Accounting Officer)
(Vance Schram)
STANLEY R. BAKER* Director November 18, 1998
- -----------------------------
(Stanley R. Baker)
RUSSELL M. SOLOMON* Director November 18, 1998
- -----------------------------
(Russell M. Solomon)
JOHN E. MARTIN* Director November 18, 1998
- -----------------------------
(John E. Martin)
W. HOWARD LESTER* Director November 18, 1998
- -----------------------------
(W. Howard Lester)
HORST H. SCHULZE* Director November 18, 1998
- -----------------------------
(Horst H. Schulze)
*By /s/ DENNIS C. CARROL
----------------------
Dennis C. Carroll,
Attorney-in-Fact
</TABLE>
-6-
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C>
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).
24.1 Power of Attorney.
</TABLE>
-7-
<PAGE> 1
EXHIBIT 4.1
THE GOOD GUYS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(as amended through August 1998)
1. PURPOSE:
The Good Guys, Inc. EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is
designed to foster continued cordial employee relations, to encourage and assist
its employees and the employees of any present or future subsidiaries in
acquiring a stock ownership interest in The Good Guys, Inc. (the "Corporation")
and to help them provide for their future security. The Plan is intended to be
an Employee Stock Purchase Plan under Internal Revenue Code Section 423.
2. STOCK SUBJECT TO THE PLAN:
Subject to adjustment pursuant to Section 12 of the Plan, the
aggregate number of shares of Common Stock (the "shares") which may be sold
under the Plan is 3,200,000*. The shares may be authorized, but unissued, or
reacquired shares of Common Stock of the Corporation. The Corporation, during
the term of the Plan, shall at all times reserve and keep available, such number
of shares as shall be sufficient to satisfy the requirements of the Plan.
3. BI-ANNUAL PERIODS:
Bi-annual period shall mean the six-month periods ending on the
last day of June and December of each year, provided that the first period under
this Plan shall commence on the day on which the Corporation's Form S-1
Registration Statement covering the initial public offering of its Common Stock
becomes effective (the "effective date") and shall end on the later of June 30,
1986 or the day which is 120 days after the effective date. The second period
under this Plan shall commence on the day after the end of the final period and
shall end on December 31, 1986.
4. ELIGIBILITY:
Anyone who becomes an employee of the Corporation or any of its
subsidiaries (except those employees who own or hold options to purchase five
percent (5%) or more of the capital stock of the Corporation or any subsidiary
of the Corporation at the start of any bi-annual period, those
- --------
* An increase from 2,500,000 to 3,200,000 shares was approved by the Board of
Directors on August 25, 1998. Approval of the shareholders of the increase will
be sought at the Annual Meeting of Shareholders.
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<PAGE> 2
employees whose customary employment is less than 20 hours per week, and those
employees whose customary employment is for not more than 5 months in any
calendar year) is eligible to become a member of the Plan on the first day of
the bi-annual period following the commencement of service. Notwithstanding the
foregoing, no employee shall be entitled to purchase (i) shares of stock under
the Plan and all other purchase plans of the Corporation and any parent or
subsidiary of the Corporation with an aggregate fair market value (determined at
date of grant) exceeding $25,000 per year for each calendar year in which such
option is outstanding at any time, or (ii) more than 2,000 shares of stock under
the Plan in any bi-annual period.
For purposes of this Plan, "subsidiary" shall mean a corporation
of which not less than fifty percent (50%) of the voting shares are held by the
Corporation or a subsidiary of the Corporation.
5. JOINING THE PLAN:
Any eligible employee's participation in the Plan shall be
effective as of the first day of the bi-annual period following the day on which
the employee completes, signs, and returns to the Corporation, or one of its
present or future subsidiaries, a Stock Purchase Plan Application and Payroll
Deduction Authority form indicating his or her acceptance and agreement to the
Plan. Membership of any employee in the Plan is entirely voluntary.
Any employee receiving shares shall have no rights with respect
to continuation of employment, nor with respect to continuation of any
particular Corporation business, policy or product.
6. MEMBER'S CONTRIBUTIONS:
Each member shall elect to make contributions by payroll
deduction of any percentage up to fifteen percent (15%) of his or her gross
compensation.
Subject to the maximum described above, a member may elect in
writing to increase or decrease his or her rate of contribution; such change
will become effective the first day of the bi-annual period following receipt by
the Corporation of such written election.
The amount of each member's contribution shall be held by the
Corporation in a special account and such contributions, free of any obligation
of the Corporation to pay interest thereon, shall be credited to such member's
individual account as of the last day of the month during
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<PAGE> 3
which the compensation from which the contributions were deducted was paid.
No member will be permitted to make contributions for any period
during which he or she is not receiving pay from the Corporation or one of its
present or future subsidiaries.
7. ISSUANCE OF SHARES:
On the last trading day of each bi-annual period so long as the
Plan shall remain in effect, and provided the member has not before that date
advised the Corporation that he or she does not wish shares purchased for his or
her account on that date, the Corporation shall apply the funds credited to the
member's account as of that date to the purchase of authorized but unissued
shares of its Common Stock in units of one share or multiples thereof.
The cost to each member for the shares so purchased shall be
eighty-five percent (85%) of the lower of:
1. With respect to the first bi-annual period, the price at which
the Common Stock of the Corporation is first offered to the public; thereafter,
the mean between the average bid and ask prices of the stock in the
over-the-counter market as quoted on the National Association of Security
Dealers Automatic Quotation System (NASDAQ), or if its stock is a National
Market Issue the last sales price of the stock, or if the stock is traded on one
or more securities exchanges the average of the closing prices on all such
exchanges, on the first trading day of the bi-annual period; or
2. The mean between the average bid and ask prices of the stock
in the over-the-counter market as quoted on the National Association of
Securities Dealers Automatic Quotation System (NASDAQ) or if the stock is a
National Market issue the last sales price of the stock, or if the stock is
traded on one or more securities exchanges the average of the closing prices on
all such exchanges on the last trading day of the bi-annual period.
Any moneys remaining in such member's account equaling less than
the sum required to purchase one share shall, unless otherwise requested by the
member, be held in the member's account for use during the next bi-annual
period. Any moneys remaining in such member's account by reason of his or her
prior election not to purchase shares in a given bi-annual period, as aforesaid,
or moneys remaining in such member's account by reason of application of the
provisions of the next paragraph hereof, shall be promptly
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<PAGE> 4
returned to the member. The Corporation shall as expeditiously as possible after
the last day of each bi-annual period issue to the member entitled thereto the
certificate evidencing the shares issuable to him or her as provided herein.
Notwithstanding anything above to the contrary, (a) if the number
of shares all members desire to purchase at the end of any bi-annual period
exceeds the number of shares then available under the Plan, the shares available
shall be allocated among such members in proportion to their contributions
during the bi-annual period; and (b) no funds in an employee's account shall be
applied to the purchase of shares and no shares hereunder shall be issued unless
such shares are covered by an effective registration statement under the
Securities Act of 1933, as amended, or by an exemption therefrom.
8. TERMINATION OF MEMBERSHIP:
A member's membership in the Plan will be terminated when the
member (a) voluntarily elects to withdraw his or her entire account, (b) resigns
or is discharged from the Corporation or one of its present or future
subsidiaries, (c) dies, or (d) does not receive pay from the Corporation or one
of its present or future subsidiaries for twelve (12) consecutive months, unless
this period is due to illness, injury or for other reasons approved by the
persons or person appointed by the Corporation to administer the Plan as
provided in Paragraph 10 below. Upon termination of membership, the terminated
member shall not be entitled to rejoin the Plan until the first day of the
bi-annual period immediately following the bi-annual period in which the
termination occurs. Upon termination of membership, the member shall be entitled
to the amount of his or her individual account within fifteen (15) days after
termination.
9. BENEFICIARY:
Each member shall designate a beneficiary or beneficiaries and
may, without their consent, change his or her designation. Any designation shall
be effective only after it is received by the Corporation and shall become
effective as of the date it is signed and shall be controlling over any
disposition by will or otherwise.
Upon the death of a member his or her account shall be paid or
distributed to the beneficiary or beneficiaries designated by such member, or in
the absence of such designation, to the executor or administrator of his or her
estate, and in either event the Corporation shall not be
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<PAGE> 5
under any further liability to anyone. If more than one beneficiary is
designated, then each beneficiary shall receive an equal portion of the account
unless the member indicates to the contrary in his or her designation, provided
that the Corporation may in its sole discretion make distributions in such form
as will avoid the creation of fractional shares.
10. ADMINISTRATION OF THE PLAN:
The Plan shall be administered by such officers or other
employees of the Corporation as the Corporation may from time to time select,
and the persons so selected shall be responsible for the administration of the
Plan. All costs and expenses incurred in administering the Plan shall be paid by
the Corporation. Any taxes applicable to the member's account shall be charged
or credited to the member's account by the Corporation.
11. MODIFICATION AND TERMINATION:
The Corporation expects to continue the Plan until such time as
the shares reserved for issuance under the Plan have been sold. The Corporation
reserves, however, the right to amend, alter, or terminate the Plan in its
discretion. Upon termination, each member shall be entitled to the amount of his
or her individual account within thirty (30) days after termination.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
Appropriate and proportionate adjustments shall be made in the
number and class of shares of stock subject to this plan, and to the rights
granted hereunder and the prices applicable to such rights, in the event of a
stock dividend, stock split, reverse stock split, recapitalization,
reorganization, merger, consolidation, acquisition, separation, or like change
in the capital structure of the Corporation.
13. ASSIGNABILITY OF RIGHTS:
No rights of any employee under this Plan shall be assignable by
him or her, by operation of law, or otherwise, except to the extent that a
member is permitted to designate a beneficiary or beneficiaries as hereinabove
provided, and except to the extent permitted by the law of descent and
distribution if no such beneficiary be designated. Prior to the issuance of any
shares under this Plan, each employee member shall be required to sign a
statement as set forth in Exhibit "A" attached hereto and incorporated herein.
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<PAGE> 6
14. PARTICIPATION IN OTHER PLANS:
Nothing herein contained shall affect an employee's right to
participate in and receive benefits under and in accordance with the then
current provisions of any pension, insurance, or other employee welfare plan or
program of the Corporation.
15. APPLICABLE LAW:
The interpretation, performance, and enforcement of this Plan
shall be governed by the laws of the State of California.
16. EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL:
The Plan shall become effective upon adoption by the Board and
approval by the shareholders of the Corporation.
17. LEGEND CONDITIONS:
The shares of Common Stock to be issued pursuant to the
provisions of this Plan shall have endorsed upon their face the following:
1. Any legend condition imposed as a
condition of qualification by the California
Commissioner of Corporations;
2. Unless the shares to be issued under this Plan have
been registered under the Securities Act of 1933, the following
additional legend shall be placed on the certificates:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have been
acquired for investment and may not be pledged or hypothecated, and may
not be sold or transferred in the absence of an effective Registration
Statement for the shares under the Securities Act of 1933 or an opinion
of counsel to the Company that registration is not required under said
Act."
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<PAGE> 1
Exhibit 5.1
November 18, 1998
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1840
Ladies and Gentlemen:
You have requested our opinion as counsel for The Good Guys, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the Company of up to 700,000
shares of Common Stock issuable under the Company's Employee Stock Purchase
Plan.
We have examined the Company's Registration Statement of Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
November 19, 1998 (the "Registration Statement"). We further have examined the
Restated Certificate of Incorporation of the Company as certified by the
Secretary of State of the State of Delaware, the Bylaws and the minute books of
the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of Common Stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable.
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<PAGE> 2
The Good Guys, Inc.
November 18, 1998
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HOWARD, RICE, NEMEROVSKI,
CANADY, FALK & RABKIN
A Professional Corporation
By /s/ RICHARD W. CANADY
-------------------------------------
RICHARD W. CANADY
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<PAGE> 1
Exhibit 23.1
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Good Guys, Inc. on Form S-8 of our report dated November 7, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Good
Guys, Inc. for the year ended September 30, 1997.
/S/ Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
San Francisco, California
November 18, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, being a member of the Board of Directors of The Good Guys, Inc.
(the "Company"), hereby constitutes and appoints Robert A. Gunst and Dennis C.
Carroll, and each of them, as his true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for and in his name,
place and stead, in any and all capacities, to sign on his behalf the Company's
Registration Statement on Form S-8 with respect to an increase by 700,000 in the
number of shares of its common issuable under the Company's Employee Stock
Purchase Plan, and any and all amendments (including post-effective amendments)
thereto and any Registration Statement relating to the same offering pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and all other documents in connection therewith and
with such Registration Statements, with the Securities and Exchange Commission,
with the full power and authority to do and perform each and every act and thing
necessary or advisable to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in any number of counterparts.
DATED: November 12, 1998
/s/ ROBERT A. GUNST /s/ STANLEY R. BAKER
- --------------------- ---------------------
Robert A. Gunst Stanley R. Baker
/s/ RUSSELL M. SOLOMON /s/ W. HOWARD LESTER
- ---------------------- --------------------
Russell M. Solomon W. Howard Lester
/s/ JOHN E. MARTIN /s/ HORST H. SCHULZE
- ---------------------- ---------------------
John E. Martin Horst H. Schulze
-1-
