As filed with the Securities and Exchange Commission
on February 28, 1996
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1438602
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
(Address of principal executive office, including zip code)
SUPER RITE FOODS, INC.
INVESTMENT OPPORTUNITY PLAN
FOR RETAIL UNION EMPLOYEES
(Full title of the plan)
____________________
Donald D. Bennett
Chairman and Chief Executive Officer
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
804-746-6000
(Name, address and telephone number, including area code,
of agent for service)
With a copy to:
Gary E. Thompson
Hunton & Williams
Riverfront Plaza - East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of aggregate maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
Common Stock, 10,000
no par value(2) shares $27.50 $275,000.00 $100.00
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated based on the
average of the high and low sales prices of the Common Stock as
reported on the Nasdaq National Market on February 21, 1996.
(2) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate amount of
interests in the employee benefit plan described herein.
EXPLANATORY NOTE: Effective October 15, 1995, pursuant to an
Agreement and Plan of Reorganization, dated as of June 26, 1995,
as amended, by and between Richfood Holdings, Inc. (the
"Company") and Super Rite Corporation ("Super Rite"), and the
related Plan of Merger, SR Acquisition, Inc., a wholly-owned
subsidiary of the Company, merged with and into Super Rite
and Super Rite became a wholly-owned subsidiary of the
Company. As part of the transaction, the Company assumed Super
Rite's obligations under the Super Rite Foods, Inc. Investment
Opportunity Plan for Retail Union Employees (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission
are incorporated herein by reference:
(a) the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994;
(b) the Company's Annual Report on Form 10-K for the
fiscal year ended April 29, 1995, as amended by Form 10-K/A1
filed with the Commission on September 6, 1995;
(c) the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended July 22, 1995, October 14, 1995 and
January 6, 1996;
(d) the Company's Current Reports on Form 8-K filed
with the Commission on July 12, 1995, October 30, 1995 and
November 30, 1995; and
(e) the Company's Joint Proxy Statement/Prospectus
dated September 7, 1995, included in the Company's Registration
Statement on Form S-4 filed with the Commission (File No.
33-62413) on September 7, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") after the date hereof and prior to the
filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all
securities then remaining unsold, 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. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Amended
and Restated Articles of Incorporation of the Company require,
indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act. Under sections 13.1-697 and 13.1-702 of the
Virginia Stock Corporation Act, a Virginia corporation generally
is authorized to indemnify its directors and officers in civil or
criminal actions if they acted in good faith and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Company's Amended and Restated
Articles of Incorporation require indemnification of directors
and officers with respect to any liability, expenses or other
amounts incurred by them by reason of having been a director or
officer, except in the case of willful misconduct or a knowing
violation of criminal law. The Company's Amended and Restated
Articles of Incorporation provide that, to the full extent that
the Virginia Stock Corporation Act permits elimination of the
liability of directors or officers, no director or officer of the
Company shall be liable to the Company or its stockholders for
any monetary damages. The Company may purchase insurance on
behalf of directors, officers, employees and agents that may
cover liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
4.1 Super Rite Foods, Inc. Investment Opportunity
Plan for Retail Union Employees.
4.2 Articles III and IV of the Company's Amended and
Restated Articles of Incorporation
(incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the twelve
week period ended July 24, 1993).
4.3 Article V of the Company's Amended and Restated
Bylaws (incorporated by reference to the
Company's Annual Report on Form 10-K for the
fiscal year ended April 29, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Awareness Letter of Coopers & Lybrand L.L.P.
23.4 Consent of Coopers & Lybrand L.L.P.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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; and
(iii)To include any material information with
respect to the plan of distribution
not previously disclosed in the registration
statement or any material change in such
information in the registration statement;
provided, however, that (i) and (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 or
furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference herein.
2. That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the registrant's annual report pursuant to Section
13(a) or 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
(d) The undersigned registrant hereby undertakes that the
registrant will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
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
Mechanicsville, Virginia, on this 28th day of February, 1996.
RICHFOOD HOLDINGS, INC.
(registrant)
By /s/ Donald D. Bennett
Donald D. Bennett
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Each of the directors and/or officers of the registrant
whose signature appears below hereby appoints Donald D. Bennett,
John E. Stokely and Daniel R. Schnur, or any of them, as his or
her attorney-in-fact to sign in his or her name and on his or her
behalf in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable the
registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange
Commission. Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by the
following persons in the capacities indicated on February 28,
1996.
Signature Title
By /s/ Donald D. Bennett Chairman of the Board of
Donald D. Bennett Directors and Chief Executive
Officer
(principal executive officer)
By /s/ John E. Stokely Director, President and
John E. Stokely Chief Operating Officer
By /s/ J. Stuart Newton Senior Vice President -
J. Stuart Newton Finance and Chief Financial
Officer
(principal financial officer)
By /s/ David W. Hoover Vice President - Finance
David W. Hoover (principal accounting officer)
By /s/ Roger L. Gregory Director
Roger L. Gregory
By /s/ Grace E. Harris Director
Grace E. Harris
By /s/ John C. Jamison Director
John C. Jamison
By /s/ Michael E. Julian, Jr. Director
Michael E. Julian, Jr.
By /s/ G. Gilmer Minor, III Director
G. Gilmer Minor, III
By Director
Claude B. Owen, Jr.
By Director
John F. Rotelle
By /s/ Albert F. Sloan Director
Albert F. Sloan
By /s/ George H. Thomazin Director
George H. Thomazin
By /s/ James E. Ukrop Director
James E. Ukrop
By Director
Edward Villanueva
The Plan. Pursuant to the requirements of the Securities
Act, the trustees of the Plan have caused this registration
statement to be signed on their behalf by the undersigned,
thereto duly authorized, in the City of Harrisburg, State of
Pennslyvania, on this 28th day of February, 1996.
SUPER RITE FOODS, INC.
INVESTMENT OPPORTUNITY PLAN
FOR RETAIL UNION EMPLOYEES
By: /s/ Peter Vanderveen
Peter Vanderveen
Trustee
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
4.1 Super Rite Foods, Inc. Investment
Opportunity Plan for Retail Union
Employees.
4.2 Articles III and IV of the Company's
Amended and Restated Articles of
Incorporation (incorporated by
reference to the Company's Quarterly
Report on Form 10-Q for the twelve
week period ended July 24, 1993).
4.3 Article V of the Company's Amended and
Restated Bylaws (incorporated by reference
to the Company's Annual Report on Form
10-K for the fiscal year ended April 29,
1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Awareness Letter of Coopers & Lybrand L.L.P.
23.4 Consent of Coopers & Lybrand L.L.P.
Exhibit 4.1
The Prudential Corporate Address:
The Prudential Insurance Company
of America
Prudential Plaza
Newark, New Jersey 07101
agrees to pay the benefits provided under this contract in
accordance with and subject to its terms.
Contract-Holder: Plan:
TRUSTEES OF THE SUPER RITE Super Rite Foods, Inc.,
FOODS, INC., INVESTMENT Investment Opportunity
OPPORTUNITY PLAN AND TRUST Plan for Retail Union
FOR RETAIL UNION EMPLOYEES Employees
Effective Date: Group Annuity Contract:
Number:
February 1, 1994 GA-7711A
Provisions and Schedules attached: Jurisdiction:
Provisions I-VIII, inclusive Pennsylvania
Schedules A-D, inclusive
Initial Interest Rate:
5.10%
TRUSTEES OF THE SUPER RITE THE PRUDENTIAL INSURANCE
FOODS, INC., INVESTMENT COMPANY OF AMERICA
OPPORTUNITY PLAN AND TRUST FOR
RETAIL UNION EMPLOYEES
Harrisburg, Pennsylvania
By:
_____________________________ _____________________________
Trustee Chairman of the Board and
Chief Executive Officer
Date:________________________ _____________________________
Secretary
By:__________________________ _________________________Attest
Trustee
Date: _______________________ Date:________________________
Group Annuity Contract providing for contributions on account of
Participants. Annual determination of participation in divisible
surplus. All subject to the provisions of this contract.
GAA-2517-CQ-85 (PA)
(as modified by GAA-7608. Also as modified by GAA-7906 and
GAA-7908 effective February 3, 1994.)
Provision I. CONTRIBUTIONS - ACCOUNTS - CHARGES:
1.1 Contributions:
The contributions which are payable under this contract for
a Participant are all or any portion of the amounts
contributed by him or for him by his employer under the
Plan. Contributions will be transmitted by the
Contract-Holder. A Participant is a person for whom
contributions have been paid under this contract and whose
Participant's Account (see section 12) has not been
cancelled.
For a period of time agreed to by the Contract-Holder and
Prudential, the Contract-Holder may put Plan contributions
in the Contract-Holder's Account (see section 5.4) before
they are allocated to Participants' Accounts under this
contract or another group annuity contract issued to the
Contract-Holder by Prudential (a "companion contract").
(To save words, male pronouns are used in this contract to
refer to both men and women.)
1.2 Participant's Account:
Prudential will establish a "Participant's Account" for each
person for whom a contribution is paid under this contract.
Each contribution paid for a Participant is added to his
Account on the day it is received or allocated to his
Account, if later. Interest is added at the rate and in the
manner set forth in Provision II. Prudential may maintain a
Participant's Account in a single portion or in two or more
portions. The sum of the portions is equal to the Account's
dollar amount. Amounts are added to the newest portion.
The dollar amount of a Participant's Account as of the end
of any day is the sum of the amounts, including interest,
added to it, less the sum of the amounts withdrawn from it.
The Account is subject to charges described later.
1.3 Account Charge:
On the last Business Day of each calendar year after 1986 an
amount will be withdrawn from each Participant's Account
equal to the Annual Account Charge. Also, on any other day
after May 1987 on which a Participant's Account is
cancelled, an amount will be withdrawn from his Account
equal to the Annual Account Charge. However, no Charge will
be withdrawn if the Participant's Account is being cancelled
on a January 1 to purchase an annuity for him under this
contract.
The Annual Account Charge will not exceed $100.
A Participant may have an Account for Plan contributions
under a companion contract. If so, the total Annual Account
Charge that applies to all his Accounts will not exceed
$100. This Charge will be shared among his Accounts as
Prudential determines. Also, no Charge will be withdrawn
from his Account under this contract when the Account is
cancelled if any amount remains in an Account for him under
a companion contract.
If the Contract-Holder pays the Annual Account Charge, no
Annual Account Charge will be withdrawn from any Account.
This section may be changed as provided in section 6.1.
1.4 Reports:
Prudential will quarterly furnish a status report with
respect to each Participant's Account which has not been
cancelled.
Provision II. INTEREST:
2.1 Interest Rates:
The interest rate that applies to contributions received
during the calendar quarter in which the Effective Date
occurs is the Initial Interest Rate set forth on the cover
page. This rate will continue to apply to these
contributions through the end of the following calendar
year.
The interest rate that applies to contributions received in
each later calendar quarter will be set by Prudential before
the beginning of that quarter. That interest rate will
apply to the contributions received in that quarter through
the end of the following calendar year. For calendar year
1994 the rate will not be less than 3.50%. For each later
calendar year it will not be less than the rate set by
Prudential for that calendar year.
After the end of the calendar year following the one in
which a contribution was received, the interest rate that
applies to the contribution and the interest credited on it
will be set by Prudential from time to time.
Each interest rate set pursuant to the above paragraphs for
the years shown below will not be less than the following:
Calendar Year Rate
1995 - 2003 3.5%
2004 and each later year 3%
Prudential will notify the Contract-Holder of each interest
rate it sets. Each rate is an effective annual rate.
Calendar quarters begin on January 1, April 1, July 1, and
October 1.
This section may be changed as provided in section 6.1.
2.2 Interest Crediting:
Interest will be added to each portion of a Participant's
Account at the end of each day on the amount in that portion
at the end of the day before. Interest will be added
at the effective annual rate that applies on that day to
that portion.
This section may be changed as provided in section 6.1.
Provision III. PARTICIPANT'S WITHDRAWALS AND TRANSFERS--DEATH
PAYMENTS:
3.1 Withdrawals:
If permitted by the Plan, a Participant may make withdrawals
from his Participant's Accounts. However, the
Contract-Holder may specify that the Participant is not
fully vested for the dollar value of his Account pursuant to
the Plan. In that event, not more than the specified vested
part of his Account may be withdrawn. The balance will be
disposed of as provided in section 5.3. Also, as described
below, certain withdrawals of after-tax employee
contributions may be made only with Prudential's consent.
Payment to the Participant will normally be made within 30
calendar days of Prudential's receipt of the request for it.
The amount paid to the Participant will be the dollar amount
withdrawn less the Annual Account Charge if it applies.
However, if the entire dollar amount of his Account is
withdrawn, the amount paid will not be less than the
contributions received under this contract for the
Participant reduced by previous withdrawals and transfers.
In the preceding sentence, "withdrawals" does not include
the Annual Account Charge and "transfers" does not include
any investment income transferred. The amount payable is
also referred to as the "Withdrawal Value."
Withdrawals will be made on a pro rata basis from all
portions of a Participant's Account.
As of the first day no amounts remain in the Participant's
Account or in an Account for him under a companion contract,
his Account is cancelled.
In any calendar year, a withdrawal of after-tax employee
contributions under the Plan may be made without
Prudential's consent if the sum of such withdrawal and all
other withdrawals and transfers from Participants' Accounts
during that calendar year does not exceed the following
amount: 20% of the total amount in all Participants'
Accounts at the beginning of that calendar year. If
this condition is not met, a withdrawal of after-tax
employee contributions may be made only with Prudential's
consent.
"After-tax" means employee contributions made to the Plan
which were, when made, subject to federal income taxes.
This section may be changed as provided in section 6.1.
3.2 Death Payments:
If a Participant dies before his Participant's Account has
been cancelled, the dollar amount will be paid to his
Beneficiary (see section 8.6). The amount will be based on
all or part of the Participant's Account as specified by the
Contract-Holder pursuant to the Plan. The payment will be
made in one sum unless the Participant has directed that an
annuity be purchased for the Beneficiary. The Beneficiary
may elect to have the specified part of the Participant's
Account applied to purchase an annuity, but only if such
election is permitted pursuant to the terms of the Plan.
Proof of the Participant's death must be received by
Prudential before any payment will be made. Payment will
normally be made within 30 calendar days of Prudential's
receipt of such proof. Any payment made pursuant to this
section must be consistent with the Plan.
The annuity form may be any of those described in section
4.4. If annuity payments are to start at a future date, the
Participant's Account will be maintained for the Beneficiary
in the same manner as for the Participant. No contributions
may be made to the Account after the Participant's death.
If the Contract-Holder specifies that only a part of the
Participant's Account is to be paid to the Beneficiary, then
the remaining part will be cancelled. A credit equal to the
cancelled part will be transferred to the Contract-Holder's
Account described in section 5.4.
As of the first day no amounts remain in the Participant's
Account or in an Account for the Beneficiary under a
companion contract, the Participant's Account is cancelled.
3.3 Transfers Among Accounts, Related Contracts or Other
Investment Funds:
(a) At the request of the Participant:
If permitted by the Plan, a Participant may transfer an
amount from one of his Participant's Accounts to
another investment fund (described in the Plan),
subject to the following:
Direct transfers between the Participant's Account
under this contract and an Account maintained in
connection with another investment fund made available
under the Plan which is a "competing fund," may not be
made without Prudential's consent. Indirect transfers
between the Participant's Account under this contract
and an Account which is invested in a competing fund
may be made, without Prudential's consent, provided the
amount to be transferred is first transferred to an
Account which is invested in a "noncompeting" fund and
is held in such non-competing fund for a period of at
least 90 days before being transferred to a competing
fund.
Transfers will be made on a pro rata basis from all
portions of a Participant's Account.
(b) At the Contract-Holder's request:
If permitted by the Plan, the Contract-Holder may
transfer an amount from this contract to an Account or
Accounts maintained in connection with another
investment fund made available under the Plan subject
to the following:
Direct transfers between the Accounts under this
contract and Accounts which are invested in a competing
fund may not be made without Prudential's consent.
Indirect transfers between Accounts which are invested
in a competing fund may be made, without Prudential's
consent, provided the amount to be transferred is first
transferred to an Account or Accounts which are
invested in a non-competing fund for a period of at
least 90 days before being transferred to the competing
fund.
A "competing" fund is any of the following: (a) a fund
which is comprised of less than 30% equities, (b) a
fund which is comprised primarily of fixed income
securities with an average duration of four years or
less, (c) a balanced fund which is comprised of (i)
less than 30% equities, (ii) less than 25% fixed income
securities with an average duration of less than four
years and (iii) not more than 30% in short-term
instruments. A "competing" fund, for the purposes of
this section 3.3, is the Money Market Fund. A
"non-competing" fund is a fund which is not a competing
fund. Prudential reserves the right, with respect to
any investment fund which is subsequently added to the
Plan, to determine whether or not that fund is or has
become a competing fund.
Transfers will be made on a pro rata basis from all
portions of a Participant's Accounts.
Transfers will normally be made within 30 calendar days
of Prudential's receipt of the request for it.
Amounts may be transferred to this contract from other
investment funds described in the Plan, provided that, in
the case of any amounts which were initially invested in
this Contract, such amounts may only be transferred if the
amount has been invested in such non-competing Investment
fund for a period of at least 90 days prior to the date of
such transfer. An amount transferred to this contract for
a Participant will be treated as though it was a
contribution paid for the Participant. However, in
determining Withdrawal Values, any portion of the amount
transferred which is investment income will not be
considered as a contribution.
This section may be changed as provided in section 6.1.
3.4 Transfers to Another Funding Agent:
The Contract-Holder may request Prudential to make transfer
payments to a funding agent named in the request. The
Transfer Date is the later of the day specified in the
request and the 45th day after its receipt by Prudential.
All Participants' Accounts and Contract-Holder's Accounts
will be cancelled as of the Transfer Date. A liquidation
account will be established equal to the sum of the
Withdrawal Values of the cancelled Participants' Accounts
and the dollar value of the Contract-Holder's Account.
The transfer will be made on one of the following bases, as
elected by the Contract-Holder at least thirty days before
the Transfer Date.
(a) Sixty equal monthly withdrawals, including interest,
will be made from the liquidation account starting as
of the Transfer Date. Interest will be added to the
liquidation account at an effective annual rate
determined on the Transfer Date. This rate is
determined by multiplying each cancelled portion of
each Participant's Account and the Contract-Holder's
Account by the interest rate that applies to that
portion, adding the products, and dividing the sum by
the total dollar value of all cancelled Accounts.
(b) If the liquidation account does not exceed $5,000,000,
Prudential will withdraw it as of the Transfer Date and
transfer its market value, but not more than its book
value, as of the Transfer Date.
If the liquidation account exceeds $5,000,000,
Prudential will make up to five quarterly withdrawals
starting as of the Transfer Date. Each withdrawal will
not be less than the smaller of one-fifth of the
initial liquidation account and the amount remaining in
the account. Interest computed at the same rate that
would have applied under basis (a) will be added to the
liquidation account. With respect to each withdrawal,
the amount transferred will be its market value
determined as of the date on which the transfer is
withdrawn, but not more than its book value.
Market values will be determined by uniform procedures
applicable to all contracts of the same class as this
contract. Prudential will furnish a description of
these procedures on request.
During the transfer period, interest will be added at the
end of each day on the amount of the liquidation account at
the end of the day before. A daily expense and risk charge
will be deducted from the liquidation account at the end of
each day. This charge will be 0.000013665 (equivalent to an
effective rate of 1/2% a year) times the amount remaining in
the liquidation account at the end of the day before.
Each transfer will be in full settlement of Prudential's
liability for the amount withdrawn to provide the transfer.
Any transfer payment will be made within fifteen days of the
date of withdrawal.
Any amounts which would be added to the Contract-Holder's
Accounts after the Transfer Date will instead be paid to the
named funding agent.
If more than one employer participates in the Plan, and
contributions are discontinued for Participants of an
employer, the Contract-Holder may direct Prudential to make
transfer payments to another funding agent for that
employer. This section 3.4 would then become operative for
those Participants as if they were the only ones covered
under this contract.
This section may be changed as provided in section 6.1.
Provision IV. ANNUITIES:
4.1 Annuity Elections:
A Participant may elect to have the dollar value of his
Participant's Accounts applied to purchase an annuity for
him, but only if such election is permitted pursuant to the
terms of the Plan. Such election will include all the
information which Prudential shall specify that it requires.
Such Participant's Account will be applied to purchase an
annuity within thirty calendar days of receipt of the
election. The schedule of annuity purchase rates that
applies is determined from Schedule A. The monthly amount
of any annuity is determined from the schedule of purchase
rates for that annuity.
As of the first day no amounts remain in the Participant's
Accounts under this contract or in an Account for him under
a companion contract, the Participant's Accounts will be
cancelled.
4.2 Annuity - Single Sum Payment Combination:
If permitted by the Plan, a Participant may elect that only
a part of his Participant's Accounts be applied to purchase
an annuity with the balance being paid in a single sum. The
first portion will be subject to section 4.1 and the balance
to section 3.1.
4.3 Small Annuities and Accounts:
If a person has elected to receive a distribution of his
Accounts under this contract and the companion contract in
the form of an annuity, and the value of his Accounts is
$3,500 or less Prudential may, in lieu of an annuity, make
payment in a single sum. The single sum will be equal to
the amount that would otherwise be applied to purchase an
annuity as described in section 4.4.
If the Participant has terminated employment, and the dollar
amount of his Accounts under the contracts is $3,500 or
less, Prudential may cancel his Account under this contract.
If the Account is cancelled, its dollar amount will be paid
to the Participant unless he directs payment to a named
financial institution. The Annual Account Charge will be
made only if no Account remains for him under the companion
contract.
4.4 Terms of Payment of Annuities:
Life annuities and Payment Certain annuities are available
under this contract. A Life form of annuity is one payable
at least during the lifetime of the person (referred to as
the "Annuitant") for whom it was purchased. Depending upon
the existence and nature of any payment payable after the
death of the Annuitant, a Life annuity will be one of the
following forms: Life - Payment Certain, Life - Contingent,
or Life - Payment Certain Contingent annuity. A Payment
Certain form of annuity may be payable for a period less
than the lifetime of the person for whom the annuity was
purchased. The terms of payment of each form of annuity are
described below.
(a) Life Form of Annuity:
The first monthly payment of a Life-Payment Certain
annuity is payable on the date the annuity is
purchased. Monthly payments are payable on the first
day of each month thereafter throughout the Annuitant's
remaining lifetime. If the Annuitant dies before the
number of annuity payments made equals the number of
Payments Certain applicable to him, monthly annuity
payments will be continued until the total number of
payments is so equal. These continued annuity payments
will each be in the same amount as was payable to the
Annuitant. The number of Payments Certain is
established when the annuity is purchased and may be
60, 120, 180, 240, or any other number accepted by
Prudential.
The first monthly payment of a Life-Contingent annuity
is payable on the date the annuity is purchased.
Monthly payments are payable on the first day of each
month thereafter throughout the Annuitant's remaining
lifetime. If the Annuitant dies before the death of
his Contingent Annuitant, monthly Contingent Annuity
payments will become payable. The first payment of
Contingent Annuity will be payable on the first day of
the month following the month in which the Annuitant's
death occurs. Monthly Contingent Annuity payments are
payable on the first day of the month thereafter
throughout the Contingent Annuitant's remaining
lifetime. The last monthly payment is payable for the
month in which his death occurs. The amount of each
monthly Contingent Annuity payment will be a percentage
of the monthly annuity payment payable before the
Annuitant's death. The percentage is established when
the annuity is purchased and may be 33 1/3%, 50%, 66
2/3% or 100%, or any other percentage accepted by
Prudential. Under a Life - Payment Certain Contingent
annuity, 100% will be paid until the end of the
selected Payment Certain period.
(b) Payment Certain Annuity:
The first monthly payment of a Payment Certain annuity
is payable on the date the annuity is purchased.
Monthly payments are payable on the first day of each
month thereafter until the total number of Payments
Certain specified when the annuity was purchased has
been paid. The number of Payments Certain may be 60,
120, 180, 240, or any other number accepted by
Prudential.
Other forms of annuity may be provided with the consent of
Prudential.
4.5 Payees:
Each annuity payment will be made to the Annuitant,
Contingent Annuitant or Beneficiary entitled to receive it.
Provision V. CREDITS:
5.1 Cancelling a Part of a Participant's Account:
The Contract-Holder may notify Prudential that a specified
part of a Participant's Account is to be cancelled pursuant
to the Plan other than for death. (As used in this
Provision V, "part" may mean 100%.) That part will be
cancelled as of the day the notice is received. The
Participant's Account will be reduced by the appropriate
amount. However, an Account will not be cancelled after the
Plan terminates.
5.2 Cancelling Annuity:
The Contract-Holder may notify Prudential that a specified
part of the annuity purchased for a Participant is to be
cancelled pursuant to the Plan. That part will be cancelled
on the first day of the month specified in the notice.
However, unless Prudential consents, it will not be earlier
than 15 days after receipt of the notice. No annuity will
be cancelled after the Plan terminates.
5.3 Credits:
When a part of a Participant's Accounts or annuity is
cancelled, a credit arises. The credit arising pursuant to
section 3.2 is described in that section. The credit
arising pursuant to section 5.1 is equal to the specified
part of the Withdrawal Value of the Participant's Account as
of the day the part is cancelled. The credit arising when a
part of a Participant's annuity is cancelled is the purchase
price needed to provide the payments due under that part
after the day it is cancelled. This price is determined
from the schedule of annuity purchase rates used when the
annuity was purchased, but using the Participant's age on
the day the annuity is cancelled and excluding any expense
charge. If the Plan calls for a payment to any person
because a part of the annuity is cancelled, the credit is
reduced by that payment.
Each credit will be added to the Contract-Holder's Account
on the day it arises, unless the Participant's Account is
being reinstated as described in section 5.5.
Credits arising under a companion contract may be
transferred to this contract. They will be added to the
Contract-Holder's Account on the day of transfer.
This section may be changed as provided in section 6.1.
5.4 Contract-Holder's Account:
A Contract-Holder's Account will be maintained under this
contract. Prudential may maintain the Account in two or
more portions. The sum of the portions is equal to the
dollar value of the Account. The dollar value of the
Account as of the end of any day is the sum of the amounts,
including interest, added to it, less the sum of the amounts
withdrawn from it.
Interest will be added to each portion of the
Contract-Holder's Account at the end of each day on the
amount in that portion at the end of the day before.
Interest will be added to amounts arising from credits at
the same rate(s) which would have been added to the amounts
in the Participants' Accounts from which they were
transferred. Interest will be added to amounts arising from
transfers from a companion contract as if the amounts were
contributions to a Participant's Account under this contract
as of the day of transfer.
The dollar value of the Contract-Holder's Account will be
withdrawn on the day a contribution is received by
Prudential under this contract. The amount withdrawn will
be treated as a contribution for Participants on that day as
specified by the Contract-Holder. The Contract-Holder and
Prudential may, instead, agree on another use of the
Account.
If this contract accepts contributions from more than one
Plan or if more than one employer participates in the Plan,
Prudential may maintain a separate Contract-Holder's Account
for each Plan or employer. In that case, each reference in
this contract to the Contract-Holder's Account will mean the
Account maintained for the Plan or employer which applies to
the Participant.
This section may be changed as provided in section 6.1.
5.5. Reinstatement of a Participant's Account:
The notice to cancel a Participant's annuity pursuant to
section 5.2 may also specify that the Participant's Account
is to be reinstated. Prudential will reinstate the Account
as of the day the annuity is cancelled. The credit arising
from the cancellation is added to the Participant's Account.
A part of the amount applied to purchase an annuity for the
Participant may have arisen from contributions made by him
under the Plan. If so, the Contract-Holder will specify
which part of each of the Participant's reinstated Account
is to be considered as having arisen from his contributions.
Provision VI. CHANGES:
6.1 Changes by Prudential:
Prudential may make changes in this contract as follows:
(a) The Annual Account Charge may be changed periodically
on and after the first anniversary of the Effective
Date.
(b) The time periods to which an interest rate applies, the
basis for adding interest, and the minimum interest
rate that applies after 2003 may be changed
periodically on and after the third anniversary of the
Effective Date.
(c) The schedules of annuity purchase rates, the terms and
amounts of withdrawals and transfers pursuant to
Provision III, and the basis for determining the
credits described in Provision V may be changed
periodically on and after the fifth anniversary of the
Effective Date.
Any change in the schedules of annuity purchase rates will
apply only to amounts added to Participants' Accounts on and
after the date the change takes effect and will remain in
effect for at least five years. Any change to the Annual
Account Charge will apply only to Participants being
covered under this contract on and after the effective date
of the change. Any change in the minimum interest rate
that applies after 2003 will apply only to Participants'
Accounts established on and after the date the change takes
effect. Any other change will apply to amounts in
Participants' Accounts whether added before or on and after
the date the change takes effect.
Any change in accordance with this section will be made by
giving notice to the Contract-Holder at least 90 days before
the date on which the change is to take effect.
6.2 Changes by Agreement:
This contract may also be changed in any respect at any time
or times by agreement between the Contract-Holder and
Prudential.
6.3 Changes to Conform to Law:
Prudential may change this contract as, in its discretion,
it deems appropriate to satisfy the requirements of any law
or regulation administered by a governmental agency.
6.4 Person Empowered to Act for Prudential:
No agent or other person except one of the following
officers of Prudential may change this contract or bind
Prudential.
Chairman of the Board and Chief Executive Officer
President Associate Actuary
Vice President Secretary
Actuary Assistant Secretary
Provision VII. DISCONTINUANCE - TERMINATION OF CONTRACT:
7.1 Discontinuance of Establishing Participants' Accounts:
Prudential may notify the Contract-Holder that on and after
a specified date no new Participants' Accounts will be
established under this contract. The specified date may not
be earlier than 90 days after the date of the notice.
Thereafter, only contributions for persons who are
Participants on the specified date will be accepted
hereunder. In all other respects this contract will
continue to operate in accordance with its terms.
7.2 Discontinuance of Contributions under this Contract:
Contributions under this contract will be discontinued with
respect to all Participants or to Participants of an
employer participating in the Plan:
(a) at any time after receipt by Prudential of notice
thereof from the Contract-Holder,
(b) when the Plan terminates, or
(c) as of a date at least 90 days after notice to the
Contract-Holder by Prudential that no further
contributions will be accepted hereunder.
After discontinuance the contract will continue to operate
in accordance with its terms with respect to Participants'
Accounts and the Contract-Holder's Accounts.
7.3 Termination of Contract:
This contract will terminate when all the following have
occurred:
(a) no further contributions may be paid under this
contract;
(b) no Account remains uncancelled; and
(c) no further annuity or transfer payments are payable
from this contract.
Provision VIII. GENERAL TERMS:
8.1 Contract-Holder:
Prudential will normally deal only with the Contract-Holder.
However, Prudential and the Contract-Holder may agree to do
otherwise. Also, in some cases the contract calls for
dealing with another person. Prudential will be entitled to
rely on any action taken or omitted by the Contract-Holder
pursuant to the terms of this contract.
The Contract-Holder may, from time to time, delegate to an
agency certain administrative powers and responsibilities
which this contract assigns to the Contract-Holder.
Prudential is not bound to recognize any delegation until it
has received notice of it. The notice must specify those
powers and responsibilities and include evidence of
acceptance by the agency. On and after the date of receipt
of the notice, Prudential will deal with the agency with
respect to those powers and responsibilities and will be
entitled to rely on any action taken or omitted by the
agency with respect thereto in the same manner as if dealing
with the Contract-Holder. If any agency fails or refuses to
act with respect thereto, then the delegation will be void
for the purposes of this contract. Thereafter, Prudential
will deal only with the Contract-Holder. The
Contract-Holder may give notice to Prudential of delegation
to another agency of specified powers and responsibilities.
8.2 Communications:
All communications to the Contract-Holder or to Prudential
will be in writing. They will be addressed to the
Contract-Holder at its principal office, or at such other
address as it may communicate to Prudential. They will be
addressed to Prudential, c/o Prudential Defined Contribution
Services, 30 Scranton Office Park, Moosic, Pennsylvania
18507-1789, or at such other address as it may communicate
to the Contract-Holder. All communications to any other
person or organization dealing with Prudential will be
addressed to that person or organization at the last address
of record.
8.3 Place of Payment - Currency:
All payments to Prudential under this contract will be
payable at its office described above or at an address or to
a representative specified by Prudential by notice to the
Contract-Holder.
All payments under this contract, whether to or by
Prudential, will be in lawful money of the United States of
America. Dollars and cents, as specified in this contract,
means lawful dollars and cents of United States currency.
8.4 Information -- Records:
The Contract-Holder will furnish all information which
Prudential may reasonably require for the administration of
this contract. If the Contract-Holder cannot furnish any
required item of information, Prudential may request the
person concerned to furnish the information. Prudential
will not be liable for the fulfillment of any obligations in
any way dependent upon information unless and until it
receives the information in form satisfactory to it.
Information furnished to Prudential may be corrected for
demonstrated errors in it unless Prudential has already
acted to its prejudice by relying on the information.
Except for the corrections, information furnished to
Prudential will be regarded as conclusive. Prudential will
maintain the records necessary for its administration of
this contract. These records will be prepared from the
information furnished to Prudential and will constitute
evidence as to the truth of the information in the records.
8.5 Misstatements:
If any relevant fact relating to any person is found to have
been misstated, the following will apply:
(a) The amount of annuity payable by Prudential will be
that which would be provided by the amount allocated to
purchase the annuity on the basis of the correct
information, without changing the date of first payment
of the annuity. Any adjustment by Prudential of the
amount or terms of payment made in accordance with this
section will be conclusive upon any other person
affected by it.
(b) The amount of any underpayment by Prudential will be
paid in full with the next payment due. The amount of
any overpayment by Prudential will be deducted to the
extent possible from amounts payable thereafter.
8.6 Beneficiary:
If, as to any person, this contract provides for the payment
of an amount or amounts after the person dies to other than
the person's Contingent Annuitant, payment will be made to
the Beneficiary the person named. Any spousal consent
requirements of applicable Federal law (as it relates to
employee benefit plans) will apply in designating a
Beneficiary. A person for whom an Account is held or an
annuity is being paid under this contract may change a
Beneficiary previously designated without the consent of
such Beneficiary, provided the change complies with any
applicable Federal law (as it relates to employee benefit
plans). However, the Participant may instruct Prudential
that his Contingent Annuitant or Beneficiary is not to have
this right to name a Beneficiary.
A Beneficiary may be named by filing a request with
Prudential on a form acceptable to it. It will become
effective when entered on Prudential's records. It will
apply to any amounts payable after the request was received
by Prudential, except any withdrawals and payments made
before the request was entered on Prudential's records.
Prudential will acknowledge the naming of a Beneficiary.
The interest of any Beneficiary who dies before the
Participant ceases upon that Beneficiary's death. If there
is no named Beneficiary when an amount is payable to one,
payment will be made to the estate of the last to die of the
Participant or Annuitant, his Contingent Annuitant and his
Beneficiary. If a payment would be made to the estate of a
Participant or Annuitant, Prudential may make the payment to
any one or jointly to any number of his surviving relatives:
spouse, children, parents, brothers or sisters. Prudential,
in determining whether a person is a relative of a
Participant or Annuitant or is a Beneficiary entitled to
payment, may rely solely on any evidence it deems
acceptable. Each payment Prudential makes in reliance
thereon will be a valid discharge of its obligation under
this contract as to that payment.
If a series of payments becomes payable to a Beneficiary and
the first payment is less than $50, Prudential may choose to
make payment in one sum. Also, if the payee is not a
natural person and a series of payments is payable,
Prudential may choose to make a payment in one sum. The one
sum payment will be equal to the value of the series of
payments discounted at interest from each payment due date
to the date of the one sum payment. The discount interest
rate will be the interest rate in the schedule of annuity
purchase rates used to establish the series of payments.
8.7 Divisible Surplus:
The portion, if any, of the divisible surplus of Prudential
accruing upon this contract will be determined annually by
the Board of Directors of Prudential and credited to
Participants' Accounts as determined by the Board. (It is
unlikely any divisible surplus will accrue upon this
contract.)
No annuity under this contract will be taken into account in
the determination of any divisible surplus to be credited to
this contract.
8.8 Limit on Assignment:
To the extent applicable law requires, the interests in and
payments from this contract are not assignable or subject to
the claims of any creditor. For this purpose, compliance
with the terms of a Qualified Domestic Relations Order as
defined in subsection 414(p) or the Internal Revenue Code
will not be considered to be an assignment of benefits.
8.9 Certificates:
Prudential will issue a certificate for each annuity which
is effected under this contract. If any law requires,
Prudential will issue a certificate to a Participant for
whom an annuity has not yet been effected. A certificate
will be descriptive of the Participant's or Annuitant's
rights and duties under the contracts.
8.10 Plan Changes:
This contract applies to the terms of the Plan in effect on
the Effective Date, and to each Plan change unless
Prudential notifies the Contract-Holder otherwise within 90
days following receipt of the change. The Contract-Holder
will furnish Prudential a copy of the Plan. While this
contract is active, the Contract-Holder will also furnish a
copy of each Plan change.
8.11 Entire Contract -- Construction:
This document constitutes the entire contract.
This contract will be construed according to the laws of the
jurisdiction set forth on the first page.
SCHEDULE A
FORMS OF ANNUITY WHICH MAY BE PURCHASED
Form of Payment Payable Applicable Schedule
1. Life - Payment Certain 1. Use Schedule B for
Annuity. allocation.
2. Life - Contingent Annuity. 2. Use Schedule C for
allocation.
3. Payment Certain Annuity. 3. Use Schedule D for
allocation.
Prudential may provide monthly amounts of annuity larger than
those shown in the following schedules for annuities purchased
during any period specified by Prudential. Annuity purchase
rates for other forms of annuity consented to by Prudential will
be furnished on request. The following schedules may be changed
as provided in section 6.1.
SCHEDULES
Monthly amount of annuity purchased per $10,000 of a
Participant's Account, after deduction from it of any taxes on
annuity considerations that apply.
SCHEDULE B - Life-Payment Certain Annuity (120 Payments Certain)
Monthly Amount
If date the annuity is purchased is in:
Age 1994 1995 2000 2005
60 40.77 40.58 39.85 39.16
61 41.69 41.49 40.73 39.99
62 42.66 42.45 41.65 40.88
63 43.66 43.45 42.61 41.80
64 44.72 44.50 43.62 42.77
65 45.85 45.60 44.68 43.79
SCHEDULE C - Life-Contingent Annuity
Monthly Amount
If Annuitant and Contingent Annuitant have same date of birth.
If the date the annuity is purchased is in:
Age 1994 1995 2000 2005
If specified percentage to Contingent Annuitant is 100%:
60 35.45 35.31 34.78 34.28
61 36.13 35.98 35.41 34.88
62 36.85 36.69 36.09 35.52
63 37.61 37.44 36.81 36.21
64 38.43 38.24 37.57 36.94
65 39.29 39.10 38.39 37.71
If specified percentage to Contingent Annuitant is 50%:
60 38.18 38.00 37.34 36.73
61 39.00 38.81 38.13 37.47
62 39.88 39.69 38.95 38.26
63 40.81 40.61 39.84 39.10
64 41.79 41.58 40.77 39.98
65 42.84 42.61 41.75 40.92
SCHEDULE D - Payment Certain Annuity
Monthly Amount
If date the annuity is purchased is in:
Number of
Payments Certain 1994 1995 2000 2005
60 $164.91 $164.73 $164.73 $164.73
120 88.54 88.45 88.45 88.45
180 63.27 63.20 63.20 63.20
* * * *
The rates in these Schedules are to be used without adjustment
only when the facts that apply to the Participant and his annuity
are as shown. Rates for other facts will be furnished upon
request.
Prudential GEN (AY=1895 [.2X]
For 1994 only SRI Life Rates @ 3.00%, P.C.O. @ 3.00%, L=7.90%
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Richfood Holdings, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Richfood Holdings, Inc. of our reports
dated June 5, 1995, relating to the consolidated balance sheets
of Richfood Holdings, Inc. and subsidiaries as of April 29, 1995
and April 30, 1994, the related consolidated statements of
earnings, stockholders' equity and cash flows, and the related
financial statement schedules, for each of the fiscal years in
the three-year period ended April 29, 1995, which reports are
included in or incorporated by reference into the Form 10-K
of Richfood Holdings, Inc. for the fiscal year ended April 29,
1995, incorporated by reference into the registration statement.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
February 26, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Richfood Holdings, Inc. on Form S-8 of our report
dated April 21, 1995, except for the sixth paragraph of Note 7
which is dated as of May 5, 1995, on our audits of the
consolidated financial statements and financial statement
schedules of Super Rite Corporation as of March 4, 1995 and
February 26, 1994 and for the fifty-three week period ended March
4, 1995 and for each of the fifty-two week periods in the
two-year period ended February 26, 1994, which report is included
in the 1995 annual report on Form 10-K, as amended on Form
10-K/A, which is incorporated by reference in Richfood Holdings,
Inc. Registration Statement on Form S-4, filed with the
Commission (File No. 33-62413) on September 7, 1995, which
Registration Statement is incorporated by reference in the
Registration Statement on Form S-8.
/s/ COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, Pennsylvania
February 23, 1996
EXHIBIT 23.3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Richfood Holdings, Inc.
Registration on Form S-8
We are aware that our report dated July 12, 1995 on
our review of interim financial information of Super Rite
Corporation for the thirteen-week period ended June 3, 1995 and
included in the Super Rite Corporation's quarterly report on Form
10-Q for the quarter then ended is incorporated by reference in
Richfood Holdings,Inc.'s registration statement on Form S-4 filed
with the Securities and Exchange Commission (File No. 33-62413)
on September 7, 1995, which registration statement on Form S-4 is
incorporated by reference in the registration statement on Form
S-8. Pursuant to Rule 436(c) under the Securities Act of 1933,
this report should not be considered a part of the registration
statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, Pennsylvania
February 23, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of reference in the registration
statement of Richfood Holdings, Inc. on Form S-8 of our report
dated December 11, 1995, on our audits of the financial
statements of Super Rite Foods, Inc. Investment Opportunity Plan
for Retail Union Employees as of December 31, 1994 and for the
year then ended, which report is included in the annual report on
Form 11-K, incorporated by reference in the registration
statement
on Form S-8.
/s/ COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, PA 17101-9916
February 23, 1996
