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As filed with the Securities and Exchange Commission on February 9, 1998
Registration No. 333-45133
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLATINUM technology, inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3509662
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Larry S. Freedman, Esq.
PLATINUM technology, inc.
1815 South Meyers Road, Oakbrook Terrace, Illinois 60181, (630) 620-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Matthew S. Brown, Esq.
Mark D. Wood, Esq.
Katten Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
(312) 902-5200
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value (including
preferred stock purchase rights)......... 2,028,421 shares $ 26.625 (1) $ 54,006,710 (1) $ 15,932(2)
Common Stock, $.001 par value (including
preferred stock purchase rights)......... 7,641 shares $ 30.125 (3) $ 230,186 (3) $ 68
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 on the basis of the average
of the high and low prices of the Common Stock on the Nasdaq National
Market on January 22, 1998.
(2) Previously paid.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
the average of the high and low prices of the Common Stock on the Nasdaq
National Market on February 5, 1998.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to completion, dated February 9, 1998
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P R O S P E C T U S
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2,036,062 Shares
[LOGO OF PLATINUM TECHNOLOGY]
Common Stock
---------------
The shares (the "Shares") of Common Stock, $.001 par value (including
preferred stock purchase rights) (the "Common Stock"), of PLATINUM technology,
inc. (the "Company") covered by this Prospectus may be sold from time to time by
the stockholders specified in this Prospectus or their pledgees, donees,
transferees or distributees, or their respective successors in interest
(collectively, the "Selling Stockholders"). See "Selling Stockholders." Of the
Shares to which this Prospectus relates, (a) 1,768,421 are shares which may in
the future be issued upon the conversion of the Company's Class II Series B
Preferred Stock; (b) 54,879 are shares (the "Warrant Shares") which may in the
future be issued to certain Selling Stockholders upon the exercise of certain
outstanding warrants held by such Selling Stockholders (the "Warrants") and (c)
212,762 are shares which are currently outstanding. The Company will not receive
any of the proceeds from the sale of the Shares by the Selling Stockholders, but
the Company will receive the proceeds from the exercise of the Warrants by the
Selling Stockholders. See "Use of Proceeds."
The Common Stock is traded on the Nasdaq National Market (the "NNM") under
the symbol "PLAT". The reported closing price of the Common Stock on the NNM on
February 5, 1998 was $29.25 per share. The Selling Stockholders may, from time
to time, sell the Shares on the NNM, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such market prices or at negotiated
prices. See "Plan of Distribution."
See "Risk Factors" beginning on page 1 for information that should be
considered by prospective investors.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is , 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1024, Washington, D.C. 20549, and at the Commission's
following Regional Offices: Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. Reports, proxy statements and other
information filed electronically by the Company with the Commission are
available at the Commission's web site at http://www.sec.gov. The Company's
Common Stock is traded on the Nasdaq National Market, and reports, proxy
statements and other information concerning the Company also may be inspected at
the offices of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement which may be inspected and copied in the manner
and at the sources described above. Any statements contained or incorporated by
reference herein concerning the provisions of any document filed as an Exhibit
to the Registration Statement or otherwise filed with the Commission are not
necessarily complete and, in each instance, reference is made to the copy of
such document so filed. Each such statement is qualified in its entirety by such
reference.
DB2 and MVS are trademarks, and IBM is a registered trademark, of
International Business Machines Corporation. This Prospectus also includes
product names and other trade names and trademarks of the Company and its
subsidiaries and of other companies.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission by the Company
and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
3. The Company's Current Reports on Form 8-K dated February 12, 1997, March
11, 1997, October 17, 1997, December 11, 1997 and January 27, 1998;
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed March 7, 1991 pursuant to Section
12 of the Exchange Act and all amendments thereto and reports filed for the
purpose of updating such description; and
5. The description of the preferred stock purchase rights contained in the
Company's Registration Statement on Form 8-A filed December 26, 1995
pursuant to Section 12 of the Exchange Act and all amendments thereto and
reports filed for the purpose of updating such description.
All documents filed by the Company 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 made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained in any subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits thereto, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to the Company's principal
office: PLATINUM technology, inc., 1815 South Meyers Road, Oakbrook Terrace,
Illinois 60181, Attention: Secretary (telephone:(630) 620-5000).
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus under the captions "Risk Factors,"
and elsewhere in this Prospectus relate to future events and expectations and,
as such, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things: the maturation and success of the Company's software
infrastructure systems strategy; currency exchange rate fluctuations,
collection of receivables, compliance with foreign laws and other risks
inherent in conducting international business; risks associated with conducting
a professional services business; adverse general economic and business
conditions, which may reduce or delay customer purchases of the Company's
products and services; charges and costs related to acquisitions; the ability of
the Company to develop and market existing and acquired products for the
software infrastructure systems market; the ability of the Company to
successfully integrate its acquired products, services and businesses; the
ability of the Company to adjust to changes in technology, customer preferences,
enhanced competition and new competitors in the software infrastructure and
professional services markets; and the ability of the Company to protect its
proprietary software rights from infringement or misappropriation, to maintain
or enhance its relationships with relational database vendors, and to attract
and retain key employees. The Company undertakes no obligation to release
publicly any revisions to any such forward-looking statements that may reflect
events or circumstances after the date of this Prospectus, or to reflect the
occurrence of unanticipated events. See "Risk Factors".
<PAGE>
RISK FACTORS
In addition to the other information included and incorporated by reference
in this Prospectus, potential purchasers should consider carefully the following
factors in evaluating the Company, its business and the shares of Common Stock
offered hereby.
Net Losses; Uncertainty of Future Results and Ability to Satisfy Debt
Obligations
The Company has experienced operating and net losses in 1995, 1996 and the
first nine months of 1997. The Company anticipates that it will report an
operating and net loss for the full year ending December 31, 1997. There can be
no assurance that the Company will not continue to incur operating and net
losses. The Company's future operating results will depend upon a number of
business factors, including other factors discussed in these "Risk Factors," as
well as general economic conditions. Furthermore, prior to a given year or other
fiscal period, the Company hires sales and product development personnel and
makes other decisions which will result in increased expenses in such year or
other period, based upon anticipated revenues for such year or other period. Due
to the seasonality and concentration of the Company's revenues at the end of
fiscal periods, particularly the fourth quarter, the Company's lack of backlog
and the Company's cost structure, if revenue targets are not met, the Company's
operating results would be materially adversely affected. See "--Seasonality and
Variability of Quarterly Operating Results." No assurances can be given that any
of the Company's revenue expectations will be fulfilled, and the Company's
business, results of operations and financial condition will be materially
adversely affected if these expectations are not fulfilled. If anticipated
revenues and income are not achieved, the Company's ability to pay interest on,
or ultimately repay the principal amount of, its indebtedness could become
impaired. If the Company is unable to meet its cash requirements out of cash
flow from operations and its available borrowings, there can be no assurance
that it will be able to obtain alternative financing or that it will be
permitted to do so under the terms of its existing financing arrangements. In
the absence of such financing, the Company's ability to respond to changing
business and economic conditions, to make future acquisitions, to absorb adverse
operating results or to fund capital expenditures or increased working capital
requirements may be adversely affected.
Rapid Technological Change; Dependence on New Products and Markets
The Company expects that the market for IT software products will continue
to be subject to frequent and rapid changes in technology and customer
preferences. The introduction of products embodying new technologies and the
emergence of new industry standards can render existing products obsolete and
unmarketable. The Company's growth and future financial performance will depend
upon its ability to develop and introduce new products and enhancements of
existing products that accommodate the latest technological advances and
customer requirements. There can be no assurance that additional new products
will be successfully developed or marketed by the Company, that any new products
will achieve market acceptance, or that other software vendors will not develop
and market products which are superior to the Company's products or that such
products will not achieve greater market acceptance.
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Furthermore, customers may delay purchases in anticipation of technological
changes. The Company's ability to develop and market software infrastructure
products and other new products depends upon its ability to attract and retain
qualified employees. Any failure by the Company to anticipate or respond
adequately to the changes in technology and customer preferences, to develop and
introduce new products in a timely fashion, or to attract and retain qualified
employees, could materially adversely affect the Company's business, results of
operations and financial condition.
Reliance on and Risks of Acquisition Strategy
The Company expects to continue its strategy of identifying, acquiring and
developing software infrastructure products, services and technologies through
the acquisition of specific products and of businesses which have developed such
products, services and technologies. The Company from time to time engages in,
and is currently engaged in, discussions with potential acquisition candidates,
including discussions relating to acquisitions that may be material in size
and/or scope and which may involve issuances by the Company of a significant
amount of Common Stock. However, the Company currently has no agreements or
commitments with respect to any material future acquisitions, other than as
described under "Recent Developments".
The Company believes that its future growth depends, in part, upon the
success of this strategy. There can be no assurance that the Company will
successfully identify, acquire on favorable terms or integrate such businesses,
products, services or technologies. The Company may in the future face increased
competition for acquisition opportunities, which may inhibit the Company's
ability to consummate suitable acquisitions and increase the costs of completing
such acquisitions.
Acquisitions involve a number of special risks and challenges, including
the diversion of management's attention, assimilation of the operations and
personnel of acquired companies, incorporation of acquired products into
existing product lines, adverse short-term effects on reported operating
results, amortization of acquired intangible assets, assumption of liabilities
of acquired companies, possible loss of key employees and difficulty of
presenting a unified corporate image. No assurance can be given that any
potential acquisition by the Company will or will not occur, or that, if an
acquisition does occur, it will not ultimately have a material adverse affect on
the Company or that any such acquisition will succeed in enhancing the Company's
business.
The Company has historically issued Common Stock as consideration for
business acquisitions and expects to continue to do so in the future. There can
be no assurances that such issuances will not be dilutive to the Company's
stockholders. Additionally, the Company has recorded charges for acquired in-
process technology and merger costs in connection with certain of its past
acquisitions, which materially reduced operating and net income for the periods
in which the acquisitions were recorded. The Company expects to continue to
incur such charges in connection with future acquisitions, which could
materially reduce operating and net income in the periods in which such
acquisitions are consummated.
Highly Competitive Markets
The market for the Company's products is highly competitive. The Company
expects to encounter enhanced competition and new competitors as it continues to
penetrate the software infrastructure market, including competition from
relational database vendors and systems software companies. Many of the
Company's current and prospective competitors have significantly greater
financial, technical and marketing resources than the Company. Competitive
pressures could cause the Company's products to lose market acceptance or result
in significant price erosion, with a material adverse effect upon the Company's
results of operations.
2
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A variety of external and internal factors could adversely affect the
Company's ability to compete in the software infrastructure market. Such factors
include the following: relative functionality, integration, performance and
reliability of the products offered by the Company and its competitors; the
success and timing of new product development efforts; changes affecting the
hardware, operating systems or database systems which the Company currently
supports; the level of demonstrable economic benefits for users relative to
cost; relative quality of customer support and user documentation; ease of
installation; vendor reputation, experience and financial stability; and price.
The Company also encounters competition from a broad range of firms in the
market for professional services. Many of the Company's current and prospective
competitors in the professional services market have significantly greater
financial, technical and marketing resources than the Company. The competitive
factors affecting the market for the Company's professional services include the
following: breadth and quality of services offered, vendor reputation and the
ability to retain qualified technical personnel.
Dependence on Proprietary Technology
The Company's success is heavily dependent upon its proprietary software
technology. The Company relies on a combination of contractual rights,
trademarks, trade secrets, patents and copyright laws to establish or protect
its proprietary rights in its products. The Company's license agreements
restrict a customer's use of the Company's software and prohibit disclosure to
third persons. Notwithstanding those restrictions, it may be possible for
unauthorized persons to obtain copies of the Company's software products. The
Company registers its product names and other trademarks in the United States
and certain foreign countries. There can be no assurance that the steps taken by
the Company in this regard will be adequate to deter misappropriation of its
proprietary rights or independent third party development of functionally
equivalent technologies. Although the Company does not believe that it is
materially infringing on the intellectual property rights of others, there can
be no assurance that such a claim will not be successfully asserted against the
Company in the future or that any attempt to protect its technology will not be
challenged.
Dependence on DB2
A significant portion of the Company's revenues will continue to be derived
from products that enhance the performance and functionality of IBM's DB2
relational database management software, which operates on IBM and compatible
mainframe computer systems running the MVS operating system. A decline or a
perceived decline in IBM's commitment to DB2 or a decline in the market's
acceptance and utilization of DB2 would have an adverse effect on the Company,
and such adverse effect could be material. Also, if IBM were to enhance DB2 or
its DB2 utilities so as to render the Company's products obsolete or
unnecessary, or devote more resources to developing and marketing IBM's own DB2
tools and utilities, the Company's business could be materially adversely
affected.
Dependence on Relationships With Relational Database Vendors
The Company believes that in order to address its markets, the Company must
develop, maintain and enhance close associations with, and obtain access to the
technical personnel of, leading relational database vendors. This may become
increasingly difficult due to competition among such vendors. The Company has
entered into alliances with, among others, Oracle Systems Corp., Sybase, Inc.
and Informix Software, Inc. There can be no assurance that the Company will be
able to maintain existing relationships or enter into new relationships with
such vendors. The Company's failure to do so would have an adverse effect on its
business, results of operations and financial condition, and such adverse effect
could be material.
3
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Susceptibility to General Economic Conditions
The Company's revenues and results of operations will be subject to
fluctuations based upon general economic conditions. If there were a general
economic downturn or a recession in the United States or certain other markets,
the Company believes that certain of its customers might reduce or delay their
purchases of the Company's products or services, leading to a reduction in the
Company's revenues. The factors that might influence current and prospective
customers to reduce their IT budgets under these circumstances are beyond the
Company's control. In the event of an economic downturn, the Company's business,
results of operations and financial condition could be materially adversely
affected. There can be no assurance that growth in the markets for the Company's
products and services will occur or that such growth will result in increased
demand for the Company's products and services.
Seasonality and Variability of Quarterly Operating Results
The Company has experienced a seasonal pattern in its operating results,
with the fourth quarter typically having the highest total revenues and
operating income. Further, revenues for the Company's fourth quarters have
historically been higher than those for the first quarters of the following
years. Because operating expenses continued to increase in the first quarters of
those years, the Company realized substantially lower operating margins and net
income (excluding the effect of charges for acquired in-process technology and
merger costs) for such quarters. The Company expects this pattern to continue
for the foreseeable future. The Company believes the seasonality of its revenues
results primarily from the budgeting cycles of its software product customers
and the structure of the Company's sales commission and bonus programs.
The Company operates with relatively little order backlog and substantially
all of its software product revenues in each quarter result from sales made in
that quarter. Consequently, if near term demand for the Company's products
weakens or if sales do not close in any quarter as anticipated, the Company's
results of operations for that quarter would be adversely, and perhaps
materially, affected. In addition, the timing and amount of the Company's
revenues are subject to a number of factors that make estimation of operating
results prior to the end of a quarter extremely uncertain. Historically, a
substantial majority of the Company's quarterly software products revenues has
been recorded in the third month of any given quarter, with a concentration of
such revenues in the last week of that third month, further increasing the
difficulty of predicting operating results.
The Company's operating results may vary significantly from quarter to
quarter depending on other factors such as the size and timing of customer
orders, price and other competitive conditions in the industry, the timing of
new product announcements and releases by the Company and its competitors, the
ability of the Company to develop, introduce and market new and enhanced
versions of the Company's products on a timely basis, changes in the Company's
level of operating expenses, changes in the Company's sales incentive plans,
budgeting cycles of its customers, customer order deferrals in anticipation of
enhancements or new products offered by the Company or its competitors, the
cancellation of licenses during the warranty period or nonrenewal of maintenance
agreements, product life cycles, software bugs and other risks discussed herein.
See "--Rapid Technological Change; Dependence on New Products and Markets" and
"--Highly Competitive Markets."
Risks of International Sales
The risks inherent in conducting international business generally include
exposure to currency fluctuations, longer payment cycles, greater difficulties
in accounts receivable collection and the burdens of complying with a wide
variety of foreign laws. Approximately 26%, 32%, 30% and 30% of the Company's
revenues in 1994, 1995, 1996 and the first nine months of 1997, respectively,
were attributable to international sales. Exchange rate fluctuations can have a
material adverse effect on the total level of foreign sales and the
profitability of those sales. During the past several years, the Company
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has changed the primary means of international distribution of its products from
a network of independent distributors to wholly-owned PLATINUM subsidiaries.
Risks of Consulting Services Business
The Company is subject to the risks associated with a consulting services
business, including dependence on its reputation with existing customers,
volatility of workload and dependence on ability to attract and retain qualified
technical personnel. Also, a substantial portion of the Company's consulting
services revenue may be derived from the performance of services under fixed-
price contracts. There can be no assurance that the Company can consistently
perform in a profitable manner under these contracts, particularly in the field
of software development, where cost overruns are commonplace.
Substantial Leverage
On December 16, 1997, the Company issued $150,000,000 of convertible
subordinated notes, which bear interest at 6.25% annually and mature on December
15, 2002. As a result of this additional indebtedness, the Company's principal
and interest obligations increased substantially. The degree to which the
Company will be leveraged could materially and adversely affect the Company's
ability to obtain financing for working capital, acquisitions or other purposes
and could make it more vulnerable to industry downturns and competitive
pressures.
Dependence on Key Personnel
Competition for qualified personnel in the software industry is intense,
and there can be no assurance that the Company will be able to attract and
retain a sufficient number of qualified employees. The Company's success depends
to a significant degree upon the continued contributions of its key management,
marketing, product development, professional services and operational personnel,
including key personnel of acquired companies. As the business of the Company
grows, it may become increasingly difficult for it to hire, train and assimilate
the number of new employees required. In addition, it is possible that the
business changes or uncertainty brought about by recent acquisitions may cause
key employees to leave the Company, and certain key members of the management of
acquired companies may not continue with the Company. Any difficulty in
attracting and retaining key employees could have a material adverse effect on
the Company's business, results of operations and financial condition.
The Company's success to date has depended in large part on the skills and
efforts of Andrew J. Filipowski, the Company's President and Chief Executive
Officer, and Paul L. Humenansky, the Company's Executive Vice President--Product
Development and Chief Operations Officer. The Company has not entered into non-
competition agreements with Messrs. Filipowski or Humenansky or any of its other
key personnel, nor does the Company have "key man" life insurance policies
covering these individuals.
Volatility of the Company's Stock Price
The Company's Common Stock price has historically been volatile. The
Company believes factors such as quarterly fluctuations in results of
operations, announcements of new products and acquisitions by the Company or by
its competitors, changes or anticipated changes in earnings estimates by
analysts, changes in accounting treatments or principles and other factors may
cause the market price of the Common Stock to fluctuate, perhaps substantially.
The market price of the Common Stock also may be affected by the Company's
ability to meet or exceed analysts' or "street" expectations, and any failure to
meet or exceed such expectations, could have a material adverse effect on the
market price of the Common Stock. In addition, stock prices for many technology
companies fluctuate widely for reasons which may be unrelated to operating
results. These fluctuations, as well as general economic, political and market
conditions may adversely affect the
5
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market price of the Common Stock in the future. In the past, following periods
of volatility in the market price of a company's securities, class action
securities litigation has often been instituted against such company. Any such
litigation instigated against the Company could result in substantial costs and
a diversion of management's attention and resources, which could have a material
adverse effect on the Company's business, results of operations and financial
condition.
Antitakeover Effect of Rights Agreement, Charter and Statutory Provisions
The Company has entered into a rights agreement (the "Rights Agreement"),
which provides that, in the event that 15% or more of the outstanding shares of
Common Stock are acquired by a person or group of persons, the holder of each
outstanding share of Common Stock, other than such acquiring person(s), shall
have the right to purchase from the Company additional shares of Common Stock
having a market value equal to two times the exercise price of such right. In
addition, the Company's Restated Certificate of Incorporation, as amended,
provides that the Board of Directors shall be classified with respect to the
terms for which its members shall hold office by dividing the members into three
classes. The Company is also subject to Section 203 of the Delaware General
Corporation Law which, in general, imposes restrictions upon acquirors of 15% or
more of the Company's Common Stock. The Rights Agreement and these other
provisions may have the effect of delaying, deferring or preventing a change of
control of the Company, even if such event would be beneficial to stockholders.
THE COMPANY
The Company develops, markets and supports software products, and provides
related professional services, that help Global 10,000 organizations manage and
improve their information technology ("IT") infrastructure-- which consists of
data, systems and applications. The Company's products and services help IT
departments, primarily in large and data intensive organizations, minimize risk,
improve service levels and leverage information to make better business
decisions. The Company's products typically perform fundamental functions such
as automating operations, keeping systems and applications running efficiently,
and ensuring data access and integrity. The Company also offers a wide array of
professional services, including consulting, systems integration and educational
programs, in conjunction with, and independent from, software product sales.
Since mid-1994, the Company has acquired 39 businesses and 25 technologies.
Devoting substantial resources to integrating its products and technologies, the
Company is now leveraging the breadth of its product lines and its professional
service capabilities to provide complete, customized solutions for IT
infrastructure problems. These solutions also include ongoing product upgrades,
maintenance and support, sometimes pursuant to multi-year contracts. Evidencing
the increasing demand from the Company's customers for comprehensive solutions,
the Company executed 55 software license and/or service transactions of over $1
million during 1996, as compared to only two such transactions during 1995. In
the first nine months of 1997, the Company executed 62 such transactions.
The Company is focusing on the development of integrated products and
services that offer its customers maximum flexibility and functionality. The
Company's products are designed to permit a customer either to purchase
prepackaged integrated suites or to choose individual products and later add on
products as needed. The cornerstone of the Company's integration efforts is
POEMS (PLATINUM OPEN ENTERPRISE MANAGEMENT SERVICES), an internally developed
set of shared components that give the Company's products a common look and
feel, common installation and distribution and common communication, data and
events handling. POEMS integration is built into certain of the Company's
products, so that as customers add products to their set, those products can
begin working together immediately. The Company has recently announced the
release for general availability, scheduled for the first quarter of 1998, of
its ProVision suite of integrated systems and database management tools, which
is the Company's most significant POEMS-enabled integrated offering of products
to date. ProVision initially includes nine tools within seven key IT
6
<PAGE>
management disciplines including: job management, performance management and
analysis, software distribution, problem resolution, security, database
utilities and database adminsitration. The Company is also creating solutions
for the needs of specific industries, as well as general business needs. For
example, during 1996, the Company released PLATINUM RiskAdvisor, a data
warehouse decision support application developed specifically for the insurance
industry. The Company also is enabling its products and suites for application
with intranets, the internet and the web and offers a broad set of solutions for
the Year 2000 problem.
The Company was incorporated in Delaware on April 16, 1987. Its principal
executive offices are located at 1815 South Meyers Road, Oakbrook Terrace,
Illinois 60181, its telephone number is (630) 620-5000 and its website is
located at http://www.platinum.com. The Company's web site is not part of this
Prospectus.
RECENT DEVELOPMENTS
The Company entered into an Agreement and Plan of Merger dated as of
January 2, 1998, pursuant to which the Company has agreed to acquire Learmonth
and Burchett Management Systems, PLC. ("LBMS"). Under the terms of the
acquisition, LBMS will become a wholly-owned subsidiary of the Company. The
Company has agreed to exchange approximately $70 million in shares of Common
Stock for all of the outstanding common shares, stock options and other equity
interests of LBMS. The acquisition is subject to legal and regulatory conditions
customary in such agreements and to the approval of shareholders of LBMS and the
sanction of the English High Court.
Pursuant to a Stock Purchase Agreement dated as of December 23, 1997, by
and between the Company and Intel Corporation ("Intel"), the Company issued to
Intel 1,768,421 shares of its Class II Series B Preferred Stock.("Series B
Preferred Stock") In connection with the Stock Purchase Agreement, Intel agreed
to license to the Company certain intellectual property and the Company agreed
to distribute certain products manufactured by Intel. Holders of shares of
Series B Preferred Stock have voting rights only with respect to actions by the
Company which will materially and adversely change any of the rights, privileges
and preferences of the Series B Preferred Stock. Shares of Series B Preferred
Stock may only be transferred to the Company, or any person or entity that,
directly or indirectly, controls, is controlled by, or is under common control
with the holder of such shares ("permitted transfer"). Shares of Series B
Preferred Stock are convertible, at any time, into shares of Common Stock at the
rate of one-for-one (subject to certain adjustments). Furthermore, each share of
Series B Preferred Stock will automatically be converted into shares of Common
Stock at the rate of one-for-one (subject to certain adjustments) upon the
transfer of any shares of Series B Preferred Stock by any holder thereof other
than a permitted transfer. In the event of any liquidation, dissolution, or
winding up of the Company, holders of Series B Preferred Stock are entitled to
receive up to an amount equal to (i) $23.75 per share for each share of Series B
Preferred Stock then held by them, plus (ii) the amount of declared but unpaid
dividends thereon.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds will be received by the Selling Stockholders. See
"Selling Stockholders." If and when any of the Warrants are exercised and the
Warrant Shares are issued to the Selling Stockholder holding the Warrants, the
Company will receive the proceeds from the sale of the Warrant Shares to such
Selling Stockholder. If all of the Warrants are exercised, the Company will
receive $842,952. Such amount will be used by the Company for working capital
and other general corporate purposes.
7
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth, as of February 5, 1998, certain information
regarding the beneficial ownership of the outstanding Common Stock by each
Selling Stockholder, both before the Offering and as adjusted to reflect the
sale of the Shares. The Shares offered hereby may be offered from time to time
in whole or in part by the Selling Stockholders, their pledgees, donees,
transferees or distributees, or their respective successors-in-interest. Except
where otherwise noted, each person named in the following table has, to the
knowledge of the Company, sole voting and investment power with respect to the
shares shown as beneficially owned by such person.
<TABLE>
<CAPTION>
Beneficial Ownership Prior to Beneficial Ownership After
Offering Offering (2)
----------------------------- Number of --------------------------
Number of Shares Number of
Shares Percent Offered (1) Shares Percent
---------- ------- ----------- --------- -------
<S> <C> <C> <C> <C> <C>
Selling Stockholders:
Intel Corporation..... 2,013,018(3) 3.1% 1,768,421(3) 244,597 *
Craig J. Duchossois... 912,762(4) 1.4% 212,762 700,000 1.1%
Wayne W. Mills........ 24,945(5) * 24,945(5) -- --
John E. Feltl......... 8,648(5) * 8,648(5) -- --
Richard B. Heise...... 8,648(5) * 8,648(5) -- --
John T. Kubinski...... 7,641(5) * 7,641(5) -- --
Chip A. Rice.......... 2,962(5) * 2,962(5) -- --
Bruce Reichert........ 1,120(5) * 1,120(5) -- --
Joseph J. Buska....... 686(5) * 686(5) -- --
Bonnie Kirtz.......... 229(5) * 229(5) -- --
</TABLE>
__________________
* Less than 1%.
(1) Represents the maximum number of Shares that may be sold by each of the
Selling Stockholders pursuant to this Prospectus.
(2) Assumes the Selling Stockholders sell all of their Shares pursuant to this
Prospectus. The Selling Stockholders may sell all or part of their Shares.
(3) Includes 1,768,421 shares issuable upon the conversion of the Company's
Series B Preferred Stock acquired pursuant to the Stock Purchase Agreement.
See "Recent Developments."
(4) Includes 462,762 shares held by the Craig J. Duchossois Revocable Trust, of
which Mr. Duchossois serves as the sole trustee.
(5) Represents shares issuable upon the exercise of currently exercisable
warrants.
8
<PAGE>
PLAN OF DISTRIBUTION
Any or all of the Shares covered by this Prospectus may be sold from time
to time by the Selling Stockholders, their pledgees, donees, transferees or
distributees, or their respective successors-in-interest. The Selling
Stockholders may sell all or a portion of the Shares held by them from time to
time while the Registration Statement of which this Prospectus is a part remains
effective. The Company has agreed that it will use all reasonable efforts to
keep the Registration Statement effective until the Shares issuable upon
conversion of the Series B Preferred Stock (the "Intel Shares") may be sold
under Rule 144 or 144(k) under the Securities Act of 1934 during a period of 90
days (or a shorter period if all of the Intel Shares have been sold or disposed
of prior to such time). The aggregate proceeds to the Selling Stockholders from
the sale of Shares offered by the Selling Stockholders hereby will be the prices
at which such securities are sold, less any commissions. There is no assurance
that the Selling Stockholders will sell any or all of the Shares offered hereby.
The Selling Stockholders may sell the Shares on the Nasdaq National Market,
in privately negotiated transactions or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such market prices or at negotiated prices. The Shares may be sold by the
Selling Stockholders by one or more of the following methods, without
limitation: (a) block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction, (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus, (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers, (d) privately negotiated transactions and
(e) a combination of any such methods of sale. In effecting sales, brokers and
dealers engaged by Selling Stockholders may arrange for other brokers or dealers
to participate. Brokers or dealers may receive commissions or discounts from
Selling Stockholders (or, if any such broker-dealer acts as agent for the
purchaser of such shares, from such purchaser) in amounts to be negotiated which
are not expected to exceed those customary in the types of transactions
involved. Broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share, and, to the
extent such broker-dealer is unable to do so acting as agent for a Selling
Stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer commitment to such Selling Stockholder. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve block transactions and sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market or otherwise at prices and on terms then
prevailing at the time of sale, at prices then related to the then-current
market price or in negotiated transactions and, in connection with such resales,
may pay to or receive from the purchasers of such shares commissions as
described above. The Selling Stockholders may also sell the Shares in accordance
with Rule 144 under the Securities Act, rather than pursuant to this Prospectus.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or
other financial institutions may engage in short sales of the Company's Common
Stock in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell the Company's Common Stock
short and redeliver the shares to close out such short positions. The Selling
Stockholders may also enter into option or other transactions with broker-
dealers or other financial institutions which require the delivery to such
broker-dealer or other financial institution of Shares offered hereby, which
Shares such broker-dealer or other financial institution may resell pursuant to
this Prospectus. The Selling Stockholders may also pledge Shares to a broker-
dealer or other financial institution, and, upon a default, such broker-dealer
or other financial institution may effect sales of the pledged Shares pursuant
to this Prospectus.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in sales of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not bid for or purchase shares of
Common Stock during a period which commences one business day prior to such
person's participation in the distribution, subject to exceptions for certain
passive market making activities. In addition and without limiting the
foregoing, each Selling Stockholder will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M which provisions may limit the timing of purchases and
sales of shares of the Company's Common Stock by such Selling Stockholder.
The Company will pay all of the expenses incident to the offering and sale
of the Shares, other than (i) fees and expenses incurred by the Selling
Stockholders to retain attorneys or other parties and (ii) commissions,
discounts and fees of underwriters, dealers or agents. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.
9
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares will be
passed upon for the Company by Katten Muchin & Zavis, a partnership including
professional corporations, Chicago, Illinois.
EXPERTS
The consolidated financial statements of PLATINUM technology, inc., as of
December 31, 1995 and 1996 and for each of the years in the three-year period
ended December 31, 1996, incorporated by reference in this Prospectus from the
Company's Current Report on Form 8-K dated January 27,1998 have been audited by
KPMG Peat Marwick LLP, independent certified public accountants, as set forth in
their report thereon incorporated by reference herein and which is based in part
on the reports of other independent auditors.
10
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company, any Selling Stockholder or any other
person. This Prospectus does not constitute an offer, or a solicitation of an
offer to buy the shares by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making the offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Under no circumstances shall the delivery of
this Prospectus or any sale made pursuant to this Prospectus, create any
implication that the information contained in this Prospectus is correct as of
any time subsequent to the date of this Prospectus.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors.............................................................. 1
The Company............................................................... 6
Recent Developments....................................................... 7
Use of Proceeds........................................................... 7
Selling Stockholders...................................................... 8
Plan of Distribution...................................................... 9
Legal Matters............................................................. 10
Experts................................................................... 10
Index to Financial Statements............................................. F-1
</TABLE>
================================================================================
================================================================================
[LOGO OF PLATINUM TECHNOLOGY]
2,036,062 Shares
Common Stock
___________________________________
P R O S P E C T U S
___________________________________
___________________, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of fees and
expenses payable in connection with the issuance and distribution of the Common
Stock pursuant to the Prospectus contained in this Registration Statement. The
Company will pay all of these expenses.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $16,000
Accountants fees and expenses........................ 25,000
Legal fees and expenses.............................. 10,000
Miscellaneous expenses............................... 4,000
-------
Total.............................................. $55,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article Ten of the Company's Restated Certificate of Incorporation provides
that the Company shall indemnify its directors to the full extent permitted by
the Delaware General Corporation Law and may indemnify its officers to such
extent, except that the Company shall not be obligated to indemnify any such
person (i) with respect to proceedings, claims or actions initiated or brought
voluntarily by any such person and not by way of defense, or (ii) for any
amounts paid in settlement of an action indemnified against by the Company
without the prior written consent of the Company. With the approval of its
stockholders, the Company has entered into indemnity agreements with each of its
directors and certain of its officers. These agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers, to advance expenses to them as they are incurred,
provided that they undertake to repay the amount advanced if it is ultimately
determined by a court that they are not entitled to indemnification, and to
obtain directors' and officers' liability insurance if available on reasonable
terms.
In addition, Article Nine of the Company's Restated Certificate of
Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derives an improper personal benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
The Company has purchased an insurance policy under which it is entitled to
be reimbursed for certain indemnity payments it is required or permitted to make
to its directors and officers.
II-1
<PAGE>
Item 16. Exhibits.
<TABLE>
<C> <S>
4.1* Restated Certificate of Incorporation of the Company.
4.2 Certificate of Amendment to the Restated Certificate of Incorporation
of the Company, incorporated by reference to Exhibit 4.11 to the
Company's Registration Statement on Form S-8, filed with the
Commission on September 8, 1995.
4.3* Bylaws of the Company.
4.4* Specimen stock certificate representing Common Stock.
4.5 Rights Agreement dated as of December 21, 1995 between the Company and
Harris Trust and Savings Bank, incorporated by reference to Exhibit 1
to the Company's registration statement on Form 8-A, filed December
26, 1995.
4.6 Certificate of Designations of the Class II Series A Junior
Participating Preferred Stock, incorporated by reference to Exhibit
4.3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
4.7** Certificate of Designations of the Class II Series B Preferred Stock.
5** Opinion of Katten Muchin & Zavis as to the legality of the securities
being registered (including consent).
15** Acknowledgment of Certified Public Accountants Regarding Independent
Auditors' Review Report.
23.1 Consent of KPMG Peat Marwick LLP with respect to the Company's
financial statements.
23.2** Consent of Deloitte & Touche LLP with respect to the Trinzic's
financial statements of Trinzic Corporation.
23.3** Consent of Arthur Andersen LLP with respect to the financial
statements of Locus Computing Corporation.
23.4** Consent of Arthur Andersen LLP with respect to the financial
statements of Softool Corporation.
23.5** Consent of Katten Muchin & Zavis (contained in their opinion filed as
Exhibit 5 hereto).
24** Power of Attorney
</TABLE>
__________________
* Filed with the Commission as an Exhibit to the Company's Registration
Statement on Form S-1, Registration No. 33-39233, and incorporated herein by
reference.
**Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933 (the "Securities Act"), each filing
of the Company's annual report pursuant to Section 13(a) or 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
II-2
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 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 Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakbrook Terrace, State of Illinois, on February
9, 1998.
PLATINUM technology, inc.
By: /s/ Andrew J. Filipowski
----------------------------------------
Andrew J. Filipowski
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ --------------------------------------------- -----------------
<S> <C> <C>
/s/ Andrew J. Filipowski President, Chief Executive Officer (Principal February 9, 1998
- ------------------------ Executive Officer) and a Director
Andrew J. Filipowski
* Executive Vice President, Chief Operations February 9, 1998
- ------------------------ Officer and a Director
Paul L. Humenansky
* Executive Vice President, Chief Financial Officer February 9, 1998
- ------------------------ (Principal Financial and Accounting Officer),
Michael P. Cullinane Treasurer and a Director
* Director February 9, 1998
- ------------------------
James E. Cowie
* Director February 9, 1998
- ------------------------
Steven D. Devick
* Director February 9, 1998
- ------------------------
Arthur P. Frigo
* Director February 9, 1998
- ------------------------
Gian M. Fulgoni
* By /s/ Andrew J. Filipowski
------------------------
Andrew J. Filipowski
As Attorney in fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Number+
- -------- ----------
<S> <C> <C>
23.1 Consent of KPMG Peat Marwick LLP with respect to the
Company's financial statements.
</TABLE>
__________________
+ Only on manually signed copy.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
PLATINUM technology, inc.:
We consent to the use of our report dated February 28, 1997, relating to the
consolidated balance sheets of PLATINUM technology, inc. and subsidiaries as of
December 31, 1995 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, and related financial statement
schedule, incorporated by reference in this registration statement on Form S-3
and to the reference to our firm under the heading "Experts." Our report was
based in part on the reports of other auditors.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
February 9, 1998
