<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1995.
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMNET CELLULAR INC.
---------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0924904
-------- ----------
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
5990 GREENWOOD PLAZA BOULEVARD
ENGLEWOOD, COLORADO 80111
-----------------------------------------------------------------
(Address, including zip code of Principal Executive Offices)
STOCK OPTION AGREEMENT DATED SEPTEMBER 19, 1995
-----------------------------------------------
(Full Title of the Plan)
Amy M. Shapiro, Esq.
Senior Vice President and General Counsel
CommNet Cellular Inc.
5990 Greenwood Plaza Boulevard
Englewood, Colorado 80111
(303) 694-3234
--------------
(Name, address and telephone number,
including area code, of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class of Amount to offering aggregate Amount of
securities to be be price per offering registration
registered registered share price fee
================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share 60,000 shares $30.375 $1,822,500 $629
================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, as amended by Form 10-K/A No. 1 dated January 11,
1995, Form 10-K/A No. 2 dated May 25, 1995 and Form 10-K/A No. 3 dated June 16,
1995;
(2) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, as amended by Form 10-Q/A No. 1 dated May 25,
1995;
(3) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995, as amended by Form 10-Q/A No. 1 dated June 16,
1995;
(4) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995;
(5) all other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares to which
this Prospectus relates;
(6) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed October 6, 1986; and
(7) the description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Registration Statement on Form 8-A filed
December 20, 1990.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein (an "Incorporated Document") shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any other subsequently filed Incorporated
Document or in an accompanying prospectus supplement modifies or supersedes such
statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Registrant by Amy M. Shapiro,
Vice President and General Counsel for the Registrant. As of November 30, 1995,
Ms. Shapiro was the beneficial owner (for purposes of the Exchange Act) of
41,175 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Registrant's Amended and First Restated Articles of
Incorporation provides in part:
B. The Corporation shall, to the fullest extent permitted by applicable
law, (i) indemnify, and (ii) advance litigation expenses prior to the final
disposition of an action, to any person made or threatened to be made a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Corporation or served any other enterprise as a director or
officer at the request of the Corporation and such rights of indemnification and
to advancement of litigation expenses shall also be applicable to the heirs,
executors, administrators and legal representatives of such director or officer.
C. The foregoing provisions of Article IX shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this Article IX is in effect, and any repeal or
modification hereof shall not affect the rights or obligations then or therefore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such stated facts.
D. The foregoing rights to indemnification and to advancement of
litigation expenses shall not be deemed exclusive of any other rights to which a
director or officer or his or her legal representatives may be entitled apart
from the provisions of this Article IX.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
*5.1 Opinion of Amy M. Shapiro, General Counsel for the Registrant,
regarding the legality of the Common Stock being registered.
II-2
<PAGE>
*10.1 Stock Option Agreement dated September 19, 1995, between the
Registrant and Doron Lurie.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Amy M. Shapiro, General Counsel for the Registrant
(included in the opinion filed as Exhibit 5.1).
____________________
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
a. 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.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
c. 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.
d. 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 Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
e. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
II-3
<PAGE>
f. 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
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.
II-4
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on December 4, 1995.
COMMNET CELLULAR INC.
By: /s/ ARNOLD C. POHS
------------------
Arnold C. Pohs, President
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------ --------------------------------------- ----------------
<S> <C> <C>
/s/ ARNOLD C. POHS Chairman of the Board, President December 4, 1995
- ------------------------ and Chief Executive Officer
Arnold C. Pohs (Principal Executive Officer)
/s/ DANIEL P. DWYER Vice President-Finance, Treasurer, December 4, 1995
- ------------------------ Chief Financial Officer and Director
Daniel P. Dwyer (Principal Financial Officer)
/s/ ANDREW J. GARDNER Assistant Vice President-Accounting/Tax December 4, 1995
- ------------------------ (Principal Accounting Officer)
Andrew J. Gardner
/s/ JOHN E. HAYES, JR. Director December 4, 1995
- ------------------------
John E. Hayes, Jr.
/s/ ROBERT J. PADEN Director December 4, 1995
- ------------------------
Robert J. Paden
/s/ DAVID E. SIMMONS Director December 4, 1995
- ------------------------
David E. Simmons
</TABLE>
II-5
<PAGE>
Exhibit 5.1
December 4, 1995
CommNet Cellular Inc.
5990 Greenwood Plaza Boulevard, Suite 300
Englewood, CO 80111
Re: Registration Statement on Form S-8 covering offering of 60,000
shares of Common Stock of CommNet Cellular Inc.
Ladies and Gentlemen:
I am General Counsel for CommNet Cellular Inc., a Colorado corporation
(the "Company"), and in such capacity have examined the Company's Registration
Statement on Form S-8 (the "Registration Statement"), being filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of the offering of a maximum of 60,000
shares (the "Shares") of the Company's Common Stock, to be issued pursuant to a
Stock Option Agreement dated September 19, 1995 (the "Stock Option"). I am
familiar with the proceedings undertaken by the Company in connection with the
authorization of the Stock Option and the authorization, issuance and sale of
the Shares. Additionally, I have examined such questions of law and fact as I
have considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor as
contemplated by the Stock Option, will be validly issued, fully paid and
nonassessable.
I hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ AMY M. SHAPIRO
Amy M. Shapiro
Senior Vice President
and General Counsel
<PAGE>
EXHIBIT 10.1
THE RIGHTS REPRESENTED BY THIS STOCK OPTION CERTIFICATE ARE GENERALLY NOT
TRANSFERABLE AS SET FORTH IN SECTION FIVE HEREOF.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made as of this 19th day of September, 1995 between
CommNet Cellular Inc., a Colorado corporation (the "Corporation") and Doron
Lurie (the "Optionee").
In accordance with the Consent (the "Consent") of the Board of Directors of
the Corporation (the "Board") dated September 19, 1995 (the "Date of Grant") the
Corporation desires, in connection with the prior services of the Optionee to
the Corporation, to provide the Optionee with an opportunity to acquire shares
of the Corporation's $.001 par value common stock (the "Common Stock")
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth and other good and valuable consideration, the Corporation and
the Optionee hereby agree as follows:
1. Confirmation of Grant of Option. Pursuant to the Consent the
-------------------------------
Corporation, subject to the terms of this Agreement, confirms that the Optionee
has been granted on the Date of Grant, as a matter of separate inducement and
agreement, and in addition to and not in lieu of salary or other compensation
for services to the Corporation, or to any subsidiary of the Corporation (which
for purposes hereof shall mean any corporation of which the Corporation owns 20%
or more of the total combined voting power of all classes of stock of such
corporation), or to any affiliate of the Corporation, the right to purchase (the
"Option") an aggregate of 60,000 shares of Common Stock on the terms and
conditions herein set forth, subject to adjustment as provided in Section 9
hereof.
2. Purchase Price. The purchase price of shares of Common Stock covered
--------------
by the Option will be $30.375 per share (the "Option Price"), being not less
than the fair market value of a share of Common Stock on the Date of Grant,
subject to adjustment as provided in Section 9 hereof.
3. Exercise of Option. Except as provided in Section 6 hereof, the
------------------
Option may be exercised as follows: in whole or in part, as to 25% of the
shares of Common Stock subject to the Option at any time after September 19,
1996; as to an additional 25% of the shares subject to the Option at any time
after September 19, 1997; as to an additional 25% of the shares subject to the
Option at any time after September 19, 1998; and as to the balance of the shares
subject to the Option at any time after September 19, 1999; provided , however,
--------- -------
the Option shall not be exercisable after the
<PAGE>
expiration of the term hereof as set forth in Section 4 hereof. The Option may
be exercised as to whole shares only.
The Option may be exercised, as provided in this Section 3, by notice
and payment to the Corporation as provided in Section 9 and 10 hereof.
4. Term of Option. The term of the Option will be a period of five years
--------------
from the Date of Grant, subject to earlier termination or cancellation as
provided in this Agreement.
The Optionee or the person then entitled to exercise the Option will
not have any rights to dividends or any other rights of a shareholder with
respect to any shares of Common Stock subject to the Option until such shares
shall have been issued to him (as evidenced by the records of the Corporation or
the transfer agent of the corporation, if any, provided that the date of issue
shall not be earlier than the Closing Date with respect to such shares pursuant
to Section 9 hereof) upon exercise of the Option and the consummation of the
purchase of such shares.
5. Nontransferability of Option. The Option may not be assigned,
----------------------------
transferred, sold, pledged or otherwise alienated or hypothecated (whether by
operation of law or otherwise) except by will or by the laws of descent and
distribution. During the Optionee's lifetime, the Option shall only be
exercisable by the Optionee.
6. Exercise upon Change in Control. If a Change in Control of the
-------------------------------
Corporation occurs and the Option has not yet expired, the Option shall be
exercisable, as to 100% of the shares subject to the Option, by the Optionee at
any time prior to expiration of the Option pursuant to its term. A Change in
Control of the Corporation shall be deemed to have occurred if any person
acquires at least 30% of the combined voting power of the Corporation's voting
securities; individuals constituting the Board of Directors on the date of the
Consent and persons nominated and approved by at least three-quarters of such
individuals cease to constitute at least a majority of the Board of Directors;
or the shareholders of the Corporation approve a dissolution of the Corporation,
certain merger or consolidation transactions as described in the Corporation's
Omnibus Stock and Incentive Plan, or the sale or disposition of substantially
all of the assets of the Corporation.
7. Separation Agreement. Optionee shall abide by the terms and
---------------------
conditions of the Separation Agreement dated September 19, 1995 between Optionee
and Corporation (the "Separation Agreement"). In the event the Optionee breaches
the terms and conditions of the Separation Agreement, the unvested portion of
the Option shall be forfeited immediately.
2
<PAGE>
9. Adjustments. In the event the Corporation shall (a) pay a dividend in
-----------
Common Stock or make a distribution in Common Stock, (b) subdivide its
outstanding shares of Common Stock, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by reclassification of its
Common Stock other securities of the Corporation, then the number of shares of
Common Stock purchasable upon exercise of each option immediately prior thereto
shall be adjusted so that the grantee of such option shall be entitled to
receive the kind and number of shares or other securities of the Corporation
which he would have owned or been entitled to receive after the occurrence of
any of the events described above, had such option been exercised immediately
prior to the occurrence of such event or any record date with respect thereto.
Whenever the number of shares of Common Stock purchasable upon the exercise of
an option is adjusted as herein provided, the exercise price per share payable
upon exercise of such option shall be adjusted by multiplying the option price
immediately prior to such adjustment by a fraction the numerator of which shall
be the number of shares purchasable upon exercise of the option immediately
prior to such adjustment, and the denominator of which shall be the number of
shares so purchasable immediately thereafter. In case of any consolidation of
the Corporation with or merger of the Corporation into another corporation or in
case of any sale or conveyance to another corporation of the property of the
Corporation as an entirety or substantially as an entirety, the Corporation and
such successor or purchasing corporation warrant that each grantee of an option
shall have the right thereafter upon payment of the exercise price in effect
immediately prior to such action to purchase upon exercise of each option the
kind and amount of shares and other securities and property which he would have
owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had such option been exercised
immediately prior to such action.
9. Method of Exercise of Option. Subject to the terms and conditions of
----------------------------
this Agreement, the Option will be exercisable by notice and payment to the
Corporation in accordance with the procedure prescribed herein. Each such
notice shall:
(a) state the election to exercise the Option and the number of
shares in respect of which it is being exercised;
(b) contain a representation and agreement as to investment intent
with respect to such shares in form satisfactory to the Corporation's counsel
unless a current registration statement is in effect under the Securities Act of
1933, as amended, covering the issuance of the shares issuable upon exercise of
the Option; and
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Corporation, of the right of such person or persons to exercise the Option.
3
<PAGE>
Upon receipt of such notice, the Corporation will specify, by written
notice to the person or persons exercising the Option, a date and time (such
date and time being herein called the "Closing Date") and place for payment of
the full Option Price for the shares being purchased. The Closing Date will be
not more than 15 days from the date the notice of exercise is received by the
Corporation unless another date is agreed upon by the Corporation and the person
exercising the Option is required upon advice of counsel for the Corporation in
order to meet the requirements of Section 11 hereof.
Payment of the Option Price for any shares of Common Stock in respect
of which the Option shall be exercised shall be made by such person or persons
at the place specified by the Corporation on or before the Closing Date by
delivering to the Corporation a certified or bank cashier's check payable to the
order of the Corporation, or, the Option Price may be paid by surrender of
shares of the Common Stock having a fair market value on the date of exercise
not in excess of the aggregate Option Price of the shares as to which the Option
is being exercised. The balance of such Option Price, if any, shall be payable
in cash or by certified or bank cashier's check. For purposes of paying the
aggregate purchase price of the shares as to which the Option is exercised, each
share of Common Stock surrendered shall be valued at its fair market value on
the date of exercise. The fair market value shall be determined in good faith
by the Board. If there is a public market for the Common Stock, the fair market
value per Common Stock shall be the mean of the bid and ask closing prices of
the Common Stock for the date of exercise, as reported in the Wall Street
Journal (or if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation (NASDAQ System), or, in
the event the Common Stock is listed on a stock exchange, the fair market value
per share shall be the closing price on such exchange on the Date of Grant of
the Option, as reported in the Wall Street Journal. In the absence of a
reported price on the date of exercise, the Board of Directors, in its
discretion, may select in good faith any reasonable method for the valuation of
the surrendered shares. The Option will be deemed to have been exercised with
respect to any particular shares of Common Stock if, and only if, the preceding
provisions of this Section 9 and the provisions of Section 11 hereof shall have
been complied with, in which event the Option will be deemed to have been
exercised on the Closing Date. Anything in this Agreement to the contrary
notwithstanding, any notice of exercise given pursuant to the provisions of this
Section 9 will be void and of no effect if all the preceding provisions of this
Section 9 and the provisions of Section 11 shall not have been complied with.
The certificate or certificates for shares of Common Stock as to which the
Option shall be exercised may be registered only in the name of the holder of
the Option exercising the Option (or, if the Option is exercised by the Optionee
and if the Optionee so requests in the notice exercising the Option, will be
registered jointly in the name of the Optionee and a member of his immediate
family, with right of survivorship) and will be delivered on the Closing Date to
the holder exercising the Option at the place specified for the closing, but
only upon compliance with all provisions of this Agreement. If the Option is
not exercised in full, a new option
4
<PAGE>
evidencing the unexercised portion shall also be delivered to the holder of the
Option on the Closing Date.
10. Notices. Each notice relating to this Agreement shall be in writing
-------
and delivered in person or by certified mail, return receipt requested, to the
proper address. All notices to the Corporation shall be addressed to it at its
principal executive office to the attention of the President of the Corporation.
All notices to the Optionee or other person or persons then entitled to exercise
the Option shall be addressed to the Optionee or such other person or persons at
the Optionee's address below specified. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that effect. All
notices shall be deemed received at the time of personal delivery or three days
after mailing if properly mailed hereunder.
11. Approval of Counsel. Upon exercise of the Option, the issuance and
-------------------
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Corporation's counsel of all legal matters in connection therewith,
including compliance with the requirements of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, and the requirements of any stock exchange upon which
the Common Stock may then be listed.
12. Reservation of Shares. The Corporation shall at all times during the
---------------------
term of the Option reserve and keep available such number of shares of the class
of stock then subject to the Option as will be sufficient to satisfy the
requirements of this Agreement. Corporation shall file a registration statement
prior to the first option date set forth in Section 3. above to allow the shares
received upon exercise of the Option to be freely transferable.
13. Non-Qualified Stock Option. The Option is a Non-qualified Stock
------------- ------------
Option and issued pursuant to the Consent and is subject to the terms and
conditions thereof, which terms and conditions are hereby incorporated herein by
reference. In the event of any conflict between the terms of this Agreement and
the terms of the Consent, the terms of the Consent shall be binding and shall
control for all purposes.
14. Limitation of Action. The Optionee acknowledges that every right of
--------------------
action accruing to him and arising out of or in connection with the Consent or
this Agreement against the Corporation or any subsidiary or affiliate of the
Corporation will, irrespective of the place where an action may be brought,
cease and be barred by the expiration of three years from the date of the act or
omission in respect of which such right of action is alleged to have arisen.
15. Benefits of Agreement. This Agreement will inure to the benefit of
---------------------
and be binding upon each successor and assign of the Corporation. All
obligations imposed upon the Optionee and all rights granted to the Corporation
under this Agreement
5
<PAGE>
will be binding upon the Optionee's heirs, legal representatives, successors and
permitted assigns.
16. Governmental and Other Regulations. The exercise of the Option and
----------------------------------
the Corporation's obligation to sell and deliver shares upon the exercise of the
Option to purchase shares is subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency which may, in the opinion of counsel for the Corporation, be required.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by the undersigned duly authorized officers and its
corporate seal to be hereunto affixed and the Optionee has hereunto set his
hands and seal all as of the date first above written.
COMMNET CELLULAR INC.
By: /s/ ARNOLD C. POHS
----------------------------
Arnold C. Pohs, President
[SEAL]
ATTEST:
/s/ KEITH COLLARD
- ----------------------------------
Keith Collard, Assistant Secretary
/s/ DORON LURIE
----------------------------------
Name Doron Lurie
Address___________________________
___________________________________
6
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Stock Option Agreement dated September 19, 1995 of our
report dated December 2, 1994, with respect to the consolidated financial
statements and schedules of CommNet Cellular Inc. included in its Annual Report
(Form 10-K), as amended, for the year ended September 30, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
December 1, 1995
