<PAGE> 1
As filed with the Securities and Exchange Commission on November 29, 1996
Registration No. 333-_____
- -------------------------------------------------------------------------------
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MBf USA, INC.
(Name of registrant in its charter)
MARYLAND 73-1326131
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
500 Park Boulevard, Suite 1260, Itasca, Illinois 60143
(630) 285-9191
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MR. EDWARD J. MARTEKA
500 PARK BOULEVARD, SUITE 1260, ITASCA, ILLINOIS 60143
(630) 285-9191
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------
COPIES TO:
MITCHELL D. GOLDSMITH
DENNIS B. O'BOYLE
SHEFSKY FROELICH & DEVINE LTD.
444 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
(312) 527-4000
(312) 527-5921 (FACSIMILE)
-----------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: as soon as practicable after
this Registration Statement has become effective.
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(b) 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
====================================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering price registration fee
share (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par value 1,978,571 (1) $3.125 $6,183,034 $1,873.64
====================================================================================================================================
</TABLE>
(1) To be sold by the Selling Shareholders
(2) Estimated on the basis of the average of the bid and asked prices on
November 20, 1996, on the Nasdaq SmallCap Market for the Common Stock
pursuant to Rule 457(c).
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 said Section 8(a),
may determine.
<PAGE> 2
[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 pay 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 NOVEMBER 29, 1996
PRELIMINARY PROSPECTUS
1,978,571 SHARES
OF
MBf USA, INC.
COMMON STOCK
($0.01 PAR VALUE)
This Prospectus relates to the public offering of up to 1,978,571
shares of Common Stock, $.01 par value (the "Shares" or the "Common Stock"), of
MBf USA, Inc. (the "Company"). All of the Shares offered hereby may be sold
from time to time by the selling shareholders described herein (each a "Selling
Shareholder," collectively, the "Selling Shareholders").
The Shares trade on the Nasdaq SmallCap Market under the symbol "MBFA."
On November 20, 1996, the last reported bid price was $3.375 for the Shares.
The Selling Shareholders and certain persons who purchase Shares from
them, including broker/dealers acting as principals who may resell the Shares,
may be deemed "Underwriters," as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"). The Shares to be offered by the
Selling Shareholders may be offered in one or more transactions on the
Nasdaq/SmallCap Market or in negotiated transactions or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Shares
to be offered by the Selling Shareholders may be sold: (i) to a broker or
dealer as principal for resale by such broker or dealer for its account
pursuant to this Prospectus (e.g., in transactions with a "market maker"); (ii)
in brokerage transactions, including transactions in which the broker solicits
purchasers; or (iii) in privately negotiated transactions with or without the
use of a broker/dealer.
Brokers or dealers may receive commissions or discounts from the
Selling Shareholder in amounts to be negotiated immediately prior to the sale.
The Company will pay substantially all other expenses of this offering
(including the expense of preparing and duplicating this Prospectus and the
Registration Statement of which it is a part).
-------------------
SEE "RISK FACTORS" 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 COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
The date of this Prospectus is November __, 1996
<PAGE> 3
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K, for fiscal year
ended December 31, 1995, as amended.
2. The Company's Quarterly Reports on Form 10-Q, for the quarters
ended March 31, June 30, and September 30, 1996.
3. The Company's Current Reports on Form 8-K dated January 9,
February 9, March 11, May 8 and September 10, 1996.
4. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
termination of the offering made hereby, shall be deemed to be
incorporated by reference in this Prospectus.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which is also deemed to be incorporated
by reference herein modifies or supersedes such statements. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS
THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY ANY
PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM THE COMPANY. REQUESTS
TO OBTAIN SUCH DOCUMENTS SHOULD BE DIRECTED TO THE COMPANY, 500 PARK BLVD.,
SUITE 1260, ITASCA, ILLINOIS, 60143, ATTN.: MR. STEPHEN TAN ( TELEPHONE:
(630) 285-9191 ).
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<PAGE> 4
THE COMPANY
MBf USA, Inc. (the "Company"), known as American Drug Screens, Inc.
("ADS") until May 21, 1993, was organized February 24, 1988, under Oklahoma law
as SHL, Inc. The Company was reorganized upon the acquisition of ADS on June
28, 1988, whereby ADS was merged with and into the Company, with the Company
being the surviving corporation and assuming control of the ownership and
operation of ADS. The name of the surviving corporation was changed to ADS on
the effective date of the merger.
On February 27, 1992, the Company acquired American Health Products
Corporation ("AHPC") from MBf International Limited, a Hong Kong corporation
("MBfI"), which is a subsidiary of MBf Holdings Bhd ("MBf Holdings"). AHPC
markets latex examination gloves. In connection with the acquisition of AHPC,
the Company issued a class of securities to MBfI giving control of the Company
to MBfI. See "Risk Factors--Control of Board of Directors."
In June 1995, the Company announced a restructuring plan which
included the resignation of the Chairman/CEO, President/COO, and CFO. The
Board of Directors filled the vacancies of its executive management team by
electing Mr. Loi Heng Sewn from MBf Holdings as its Chairman. Mr. Loi was
formerly the President of MBf Holdings' manufacturing facilities. Mr. Edward
J. Marteka was named President of the Company while retaining his
responsibilities as President of AHPC, which he co-founded. The Board of
Directors directed the Company to focus on its core businesses and to exit the
nutritional products business which it had commenced during the third quarter
of 1994, for which sales were negligible and the entry costs were very high,
contributing to significant losses. Furthermore, the use of AHPC's cash flow
for starting the nutritional products business was limiting AHPC's ability to
purchase glove inventory.
Key components of the restructure charge were costs related to the
exit of the nutritional product business, executive management changes, and the
closing of the former executive office in New Jersey. The charge includes
provisions for personnel severance and work force reductions, relocation and
related costs, the write down of intangible and other assets, and costs
associated with the execution of the restructure. The restructuring resulted
in a one-time charge of $1,808,757 in the second quarter of 1995, of which
approximately $20,000 is included in accrued liabilities at September 30, 1996,
and is expected to be paid over the next twelve months.
On December 11, 1995 the Company's shareholders approved the
reincorporation of the Company as a Maryland corporation by merger of the
Company into a newly formed, wholly owned subsidiary of the Company. In
connection with the reincorporation, the Board of Directors approved and the
Company effected a 10 for 1 reverse stock split of its Series A Common Stock
and Common Stock. As a result, each shareholder was entitled to receive one
share of Series A Common Stock or Common Stock of the Company's successor
subsequent to the Merger for every 10 shares of Series A Common Stock or Common
Stock, respectively, then held by such shareholder.
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LATEX GLOVE PRODUCTS
Through its subsidiary, AHPC, the Company markets non-sterile,
ambidextrous latex and vinyl examination gloves used primarily in the health
care industry. Gloves marketed by AHPC are manufactured by PIE Healthcare Sdn
Bhd ("PIE") and Wembley Rubber Products Sdn Bhd ("WRP"), who are third parties,
and PT MBf Buana Multicorpora ("PT Buana"), a 70% subsidiary of the Company.
Gloves are marketed by AHPC under the brand names "Glovetex(R)" and
"DermaSafe(R)" to medical/surgical distributors, dental distributors, nursing
homes and food service distributors. AHPC also sells gloves to other
companies, which market the gloves under their own brand names or "private
labels."
In addition to the standard examination gloves, AHPC distributes other
product lines which include hypoallergenic gloves, powder-free gloves, vinyl
examination gloves and latex utility gloves. In 1991, PIE obtained FDA
approval of its 510(k) application which entitles it to label its DermaSafe(R)
gloves as "hypoallergenic." AHPC began selling the hypoallergenic DermaSafe(R)
gloves in the United States in January 1992. The hypoallergenic gloves are
also available to private label customers. Expansion of the product line into
other latex-based products is planned, and AHPC has identified for possible
introduction in the future such products as industrial gloves and other
products related to infection-control.
AHPC purchases its powder-free latex gloves from an unrelated
Malaysian factory. AHPC has entered into a supply agreement with all its
suppliers which enable the company to obtain the necessary inventory levels to
meet its customers demands.
AHPC markets latex gloves through a network of national, regional and
local medical/surgical dealers that sell primarily to hospitals and nursing
homes. AHPC also markets to alternate care and home health care dealers,
dental dealers, food service distributors, and major retail outlets. The
principal methods of marketing are trade shows, seminars, and sales
representatives, as well as advertising and direct mail. In addition, AHPC
employs manufacturer sales representatives, a national sales manager, and an
in-house sales and customer support staff.
The quality control procedures for the manufacture of examination
gloves marketed in the United States are regulated by the FDA. Included within
such procedures are minimum testing requirements, as well as Good Manufacturing
Practices required by the FDA. As explained previously, in order to be labeled
"hypoallergenic," latex examination gloves must meet more stringent FDA testing
requirements.
The market for latex examination gloves is highly competitive. With
the discovery of the Acquired Immune Deficiency Syndrome/HIV virus ("AIDS") in
the 1980's, and the perception of the latex glove as being a barrier to
infection from AIDS and other communicable diseases, several companies entered
the latex glove industry, many of which failed or were acquired by other
companies. Further consolidation of companies in the industry may be expected
to occur in the future. The primary means of competition are price, product
quality, service, and the size and reliability of the manufacturer.
LATEX CONDOM PRODUCTS
As a result of an agreement (the "Purchase Agreement") between the
Company and MACC Trading Limited ("MACC"), on December 30, 1993 the Company
purchased the rights to the December 31, 1992 Product License Agreement (the
"License Agreement") between MACC and Playboy Enterprises,
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<PAGE> 6
Inc. ("PIE"). The License Agreement with PEI grants to the Company the right
to sell condoms in packaging bearing the Playboy(R) name and rabbit-head logo
throughout the world, excluding North America and Western Europe, for a period
of 15 years. As consideration for awarding these rights, PEI received a
signing fee of $300,000 payable in 12 quarterly installments commencing on
September 30, 1993, and royalties (a) during the first three license years
only, of 0% of the first $1,000,000 and 10% thereafter of net sales with
minimum guaranteed royalties of $200,000, $250,000 and $300,000 in years one,
two, and three, respectively, of the agreement and (b) commencing with the
fourth license year, of 10% of net sales. The signing fee and royalty payments
have been guaranteed for the first three license years by MBf Holdings. The
Company signed an addendum to the License Agreement on August 24, 1995 which
guaranteed PEI a royalties of $450,000 in license year three, and 10% of net
sales thereafter. The addendum also guaranteed the Company's territorial right
to Portugal and Spain but suspended its rights to China.
The Company agreed to pay MACC $1,750,000 and assume royalty and
signing fee obligations to PEI amounting to $375,000 for the rights to this
License Agreement and for approximately $261,000 in condom inventory. On
February 18, 1994, the Company made the $600,000 down payment to MACC in
accordance with the Purchase Agreement. The balance of $1,150,000 is payable
in 60 equal monthly installments of $19,167 with interest on the unpaid balance
at the prime rate of interest commencing May 1, 1994. By mutual agreement MACC
agreed to defer the commencement of the monthly installments and the related
interest thereon.
Condoms bearing the Playboy(R) brand name and rabbit-head design are
sold by the Company throughout the world, excluding North America, China and
most of Western Europe, to authorized distributors of the Company who, in turn,
sell and distribute the condoms at the retail level. The Company currently
sells condoms to PEI for its international catalog. The Company sells the
condoms to its authorized distributors in 12 packs, 6 packs and 3 packs in
"gross" consisting of 144 individual condoms. Prices may vary due to volume
pricing, payment conditions, shipping location and other factors. The Company
sells six styles of Playboy(R) brand condoms: assorted colors; lubricated;
spermicidally lubricated; studded; ribbed; and ultra sensitive. The supply
of condoms for the company's present markets is manufactured by suppliers
unrelated to the Company.
Condoms are marketed by the Company through a network of international
distributors. To date, the Company has entered into distribution agreements
for the sale and distribution of the condom products in 18 countries. These
countries include Brazil, Colombia, Costa Rica, Ecuador, Greece, Hong Kong,
Israel, Malaysia, Mexico, Pakistan, Panama, Peru, Portugal, Russia, Singapore,
Spain, Taiwan, and Venezuela. The Company terminated distribution agreements
in Chile, Paraguay and Uruguay.
On November 12, 1996, the Company and PEI mutually agreed to conclude
their relationship under the License Agreement. The Company believes that the
agreement to phase out its relationship with PEI should allow the Company to
better focus on its core business. Under this negotiated agreement, the
Company will continue to sell Playboy(R) condoms until June 30, 1997 in the 15
countries in which the Company had launched the product. PEI has the right to
immediately appoint a new licensee in those countries where the condoms have
not yet been marketed. For a period of years after June 30, 1997, the Company
will be entitled to receive royalty payments on all net sales of Playboy(R)
condoms in the aforementioned 15 countries and Japan.
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<PAGE> 7
RISK FACTORS
This offering involves a high degree of risk. Prospective investors
in the Company should consider carefully, among other things, the following
risk factors with respect to the Company and this offering.
Dependence on MBf International Ltd. and Affiliates for Financial
Support. AHPC, acquired by the Company in 1992 from MBfI, which owns 68% of
the Company and is a Hong Kong subsidiary of MBf Holdings, historically was
dependent upon MBf Holdings for the financing of the purchase of latex
examination gloves which AHPC distributes. The Company expects that it will
continue to be dependent upon financial support from MBfI and its affiliates
for the foreseeable future. See "The Company."
Contingencies. Over the last several years, numerous product
liability lawsuits have been filed against suppliers and manufacturers of
powdered latex gloves alleging, among other things, adverse allergic reactions.
AHPC is one of numerous defendants that have been named in seven lawsuits. AHPC
does not manufacture the latex examination gloves which it markets, although
some gloves are manufactured by PT Buana, a 70% owned subsidiary of the
Company. While the damages claimed in these lawsuits are substantial, the
Company believes its exposure is mitigated by: (i) the fact that it does not
manufacture any of the products that are the subject of the lawsuits; and (ii)
the detailed warnings which accompany such products advising the users of the
risk of such allergic reactions. The Company believes that its risk of
exposure is further limited because the Company carries product liability
insurance in the amount of $2,000,000. However, the Company cannot predict the
ultimate outcome of litigation and whether the amount of the Company's product
liability insurance will be sufficient to cover all losses that might be
incurred.
Significant Customers. During 1996, two of the Company's customers
accounted for approximately 55% of net sales and together comprised
approximately 38% of the Company's accounts receivable. In prior years, two
customers have also been the Company's principal customers; however, the
identity of these customers has changed. The loss of either of the Company's
principal customers would have a material adverse effect on the Company.
Competition - Latex Glove Industry. The market for latex examination
gloves is highly competitive. With the introduction of the AIDS virus in the
1980's, and the perception of the latex glove as being a barrier to infection
from AIDS and other communicable diseases, several companies entered the latex
glove industry in addition to those companies which were already competing in
this industry. Although many of such companies failed or were acquired by
other companies, and further consolidation of companies in the industry may be
expected to occur in the future, several companies with financial and marketing
resources greater than those of the Company continue to market gloves,
resulting in a highly competitive market.
Control of Board of Directors. MBfI, as the sole holder of the
Company's Series A Common Stock, has the right to elect six Class A Directors,
which constitutes a majority of the Company's Board of Directors. As a result,
MBfI controls the Board. Even if the Series A Common Stock owned by MBfI,
which is convertible into Common Stock of the Company and which elects the two
Class B Directors of the Company, is converted into Common Stock, MBfI may
nonetheless own a sufficient number of shares of Common Stock to effectively
control of the Company. MBfI's control of the Company's Board of Directors may
have certain anti-takeover effects since there are significant impediments,
both existing and
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contingent, for any potential purchaser of a majority of the Company's Common
Stock to gain control of the Company.
Absence of Dividends; Dividend Policy. The Company has not paid any
dividends upon its Shares since its formation. The Company does not currently
intend to pay any dividends upon its Shares in the foreseeable future and
anticipates that earnings, if any, will be used to finance the development and
expansion of its business. Any payment of future dividends and the amounts
thereof will be dependent upon the Company's earnings, financial requirements
and other factors deemed relevant by the Company's Board of Directors. The
Company cannot provide any assurances that its operations will result in
revenues sufficient to enable the distribution of dividends to shareholders.
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USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Shares by
the Selling Shareholders.
SELLING SHAREHOLDERS
A total of 1,978,571 Shares may be offered by the Selling
Shareholders. The following table sets forth certain information with respect
to the Selling Shareholders and the Shares which they beneficially own. The
Company will not receive any of the proceeds from the sale of such Shares.
<TABLE>
<CAPTION> Shares to be
Shares Beneficially Shares Beneficially
Owned Prior Being Owned After
to Offering(1) Offered Offering (1)(2)
---------------------------------------------------------
Selling Shareholders Number Percent Number Percent
- -------------------- ------------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
MBf International Ltd., Hong Kong 2,934,813 (1) 68.1% 1,682,275 1,252,538 29.1%
17th Floor, One Pacific Place
88, Queensway
Hong Kong
PIE Healthcare Sdn Bhd, Malaysia 296,296 (1) 6.9% 296,296 0 -
158 Jalan Selar, Tman Contilo -------------
4 1/2 Miles, Jalan Cheras
56100 Kuala Lumpur, Malaysia
TOTAL 3,231,109 (1)
-------------
</TABLE>
(1) Includes 1,252,538 shares of Series A Common Stock which are convertible at
the option of MBf I into shares of Common Stock on a one-for-one basis.
(2) Assumes the sale of all Shares offered pursuant to this Prospectus.
However, since the Shares offered pursuant to this Prospectus are not being
underwritten, no estimate can be given as to the exact number of Shares
that will be held by the Selling Shareholders after the offering.
Based on information provided by the Selling Shareholders, and subject to
the limitations set forth in the notes to the table above, the Selling
Shareholders beneficially own approximately 68% of the Company's outstanding
Shares prior to this Offering. Beneficial ownership after the offering of
these Shares will depend upon the number of Shares sold by the Selling
Shareholders.
Under the Securities Exchange Act of 1934 (the "Exchange Act") and the
regulations thereunder, any person engaged in a distribution of any Shares
offered by this Prospectus may not simultaneously engage in market-making
activities with respect to any Shares during the applicable "cooling off"
period prior to the commencement of such distribution. In addition, and
without limiting the foregoing, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-6 and 10b-7, in connection
with transactions in the Shares, which provisions may limit the timing of
purchases and sales of Shares by the Selling Shareholders.
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PLAN OF DISTRIBUTION
This Prospectus, as appropriately amended or supplemented, may be used from
time to time by the Selling Stockholders, or their transferees, to offer and
sell the Shares in transactions in which the Selling Stockholders and any
broker-dealer through whom any of the Shares are sold may be deemed to be
underwriters within the meaning of the Securities Act. The Company will
receive none of the proceeds from any such sales. There presently are no
arrangements or understandings, formal or informal, pertaining to the
distribution of the Shares.
The Company anticipates that resales of the Shares by the Selling
Shareholders will be effected from time to time on the open market in ordinary
brokerage transactions in the Nasdaq SmallCap Market ("Nasdaq Small Cap"), on
which the Common Stock is included for quotation, in the over-the-counter
market, or in private transactions (which may involve crosses and block
transactions). The Shares will be offered for sale at market prices prevailing
at the time of sale or at negotiated prices and on terms to be determined when
the agreement to sell is made or at the time of sale, as the case may be. The
Shares may be offered directly, through agents designated from time to time, or
through brokers or dealers. A member firm of the National Association of
Securities Dealers, Inc. ("NASD") may be engaged to act as the Selling
Shareholders' agent in the sale of the Shares by the Selling Shareholders
and/or may acquire Shares as principal. Member firms participating in such
transactions as agent may receive commissions from the Selling Shareholders
(and, if they act as agent for the purchaser of such Shares, from such
purchaser), such commissions computed in appropriate cases in accordance with
the applicable rates of the NASD, which commissions may be negotiated rates
where permissible. Sales of the Shares by the member firm may be made on the
Nasdaq SmallCap from time to time at prices related to prices then prevailing.
Any such sales may be by block trade.
Participating broker-dealers may agree with a Selling Stockholder to sell a
specified number of 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 Shareholder
to purchase as principal any unsold shares at the price required to fulfill the
broker-dealer's commitment to a Selling Shareholder. In addition or
alternatively, shares may be sold by a Selling Shareholder, and/or by or
through the broker-dealers in special offerings, exchange distributions, or
secondary distributions pursuant to and in compliance with the governing rules
of the NASD, and in connection therewith commissions in excess of the customary
commission prescribed by the rules of such securities association may be paid
to participating broker-dealers, or, in the case of certain secondary
distributions, a discount or concession from the offering price may be allowed
to participating broker-dealers in excess of such customary commission.
Broker-dealers who acquire Shares as principal may thereafter resell such
Shares from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described in the preceding two sentences)
on the Nasdaq SmallCap, in negotiated transactions, or otherwise, at market
prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive commissions from the
purchasers of such Shares.
Upon the Company's being notified by a Selling Shareholder that a
particular offer to sell the Shares is made, a material arrangement has been
entered into with a broker-dealer for the sale of Shares through a block trade,
special offering, exchange distribution, or secondary distribution, or any
block trade has taken place, to the extent required, a supplement to this
Prospectus will be delivered together with this Prospectus and filed pursuant
to Rule 424(b) under the Securities Act setting forth with respect to such
offer or trade the terms of the offer or trade; including (i) the number of
Shares involved, (ii) the price
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at which the Shares were sold, (iii) any participating brokers, dealers, agents
or member firm involved, (iv) any discounts, commissions and other items paid
as compensation from, and the resulting net proceeds to, the Selling
Shareholder, (v) that such broker-dealers did not conduct any investigation to
verify the information set out in this Prospectus, and (vi) other facts
material to the transaction.
Shares may be sold directly by a Selling Shareholder or through agents
designated by a Selling Shareholder from time to time. Unless otherwise
indicated in the supplement to this Prospectus, any such agent will be acting
on a best efforts basis for the period of its appointment.
The Selling Shareholders and any brokers, dealers, agents, member firm or
others that participate with the Selling Shareholders in the distribution of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions or fees received by such persons and any
profit on the resale of the Shares purchased by such person may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Selling Shareholders will be subject to the applicable provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including without limitation Rules 10b-2, 10b-6, and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Shareholders. All of the foregoing may affect the marketability of
the Shares.
The Company will pay substantially all the expenses incident to this
offering of the Shares by the Selling Shareholders to the public other than
brokerage fees, commissions and discounts of underwriters, dealers or agents.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and the Company or
Selling Shareholders comply with the applicable requirements.
DESCRIPTION OF SECURITIES
The total number of shares of stock which the Company has authority to
issue is 4,000,000 shares of Common Stock, $0.01 par value and 1,252,538 shares
of Series A Convertible Common Stock ("Series A Common Stock"), $0.01 par
value.
The following description of the capital stock of the Company is a summary
and is qualified in its entirety by the provisions of the Company's Articles of
Incorporation and Bylaws, copies of which are on file with the Securities and
Exchange Commission.
COMMON STOCK
As of the date of this Prospectus, there are a total of 3,058,333 shares of
Common Stock outstanding. Holders of shares of Common Stock are entitled to
such dividends as may be declared by the Board of Directors from assets legally
available for that purpose, and are entitled at all meetings of shareholders to
one vote for each share held by them. The shares of Common Stock are not
redeemable and do not
10
<PAGE> 12
have any pre-emptive or conversion rights. All of the outstanding shares of
Common Stock are, and shares of Common Stock offered hereby will be, fully paid
and non-assessable. In the event of a voluntary or involuntary winding up or
dissolution, liquidation, or partial liquidation of the Company, holders of
Common Stock shall participate, pro rata with the holder of Series A Common
Stock, in any distribution of the assets of the Company.
The shares of Common Stock have non-cumulative voting rights, which means
that shareholders holding more than 50% of the shares of Common Stock can elect
100% of the Class B directors of the Company if they choose to do so.
SERIES A COMMON STOCK
All of the Company's authorized 1,252,538 shares of Series A Common Stock
are issued and outstanding. All such shares of Series A Common Stock were
issued to MBfI pursuant to the Share Exchange Agreement and 1,252,538 shares of
Common Stock have been reserved for issuance upon conversion of the Series A
Common Stock. Except as discussed below, the terms of the Series A Common
Stock are substantially the Company's Common Stock.
The Series A Common Stock is convertible at the option of MBfI into shares
of Common Stock on a one-for-one basis, subject to customary antidilution
adjustments as well as reduction to the extent that AHPC does not achieve
certain net income targets.
Series A Common Stockholders vote as a separate class for the election of
all Class A Directors and with the holders of Common Stock as a single class
with respect to any other matters subject to a vote of the shareholders. The
holders of Series A Common Stock shall have one vote for each share of Common
Stock issuable upon conversion of each share of Series A Common Stock held.
The holder of Series A Common Stock is entitled to share in any dividends
of the Company or any distributions upon liquidation or dissolution of the
Company, ratable with the holders of Common Stock, based upon the number of
shares of Common Stock issuable upon conversion of each outstanding share of
Series A Common Stock at the time of the declaration of such dividend,
liquidation or dissolution.
As of the date of this Prospectus, the 1,252,538 shares of Common Stock
issuable under the conversion of the Series A Common Stock will represent
approximately 29% of the total issued and outstanding shares of Common Stock.
Such shares will represent, upon conversion and coupled with Common Stock
Shares already owned by MBfI, a total ownership of approximately 68% of the
then outstanding shares.
TRANSFER AGENT
The transfer agent for the Common Stock is The Liberty Mutual National Bank
and Trust Company of Oklahoma City.
11
<PAGE> 13
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Maryland General Corporation Law ("MGCL") permits a corporation formed
in Maryland to include in its articles a provision eliminating or limiting the
liability of its directors and officers to the corporation or its stockholders
for money damages except for: (i) actual receipt of an improper benefit or
profit in money, property or services; or (ii) active and deliberate dishonesty
established by a judgment or other final adjudication as being material to the
cause of action adjudicated in such proceeding. The Company's Articles of
Incorporation (the "Articles") include such a provision limiting liability to
the fullest extent permitted by the MGCL.
The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law. The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law. The MGCL permits the Company to indemnify
its present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that:
(i) the act or omission of the officer or director was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the officer or director actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the officer or director had reasonable
cause to believe that the act or omission was unlawful. The MGCL requires the
Company, as a condition to advancing expenses, to obtain: (a) a written
affirmation by the officer of director of the individual's good faith belief
that he has met the standard of conduct necessary for indemnification by the
Company as authorized by the MGCL; and (b) a written agreement by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met. The
Company's Bylaws permit the Company to provide indemnification and advance
expenses to a present or former officer or director who served a predecessor of
the Company in such capacity, and to any employee or agent of the Company or a
predecessor of the Company.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby has been passed
on for the Company by Shefsky Froelich & Devine Ltd., Chicago, Illinois.
EXPERTS
The consolidated balance sheets of MBf USA, Inc. as of and for the years
ended December 31, 1995 and December 31, 1994 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1995, December 31, 1994 and December 31, 1993, incorporated
by reference in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
12
<PAGE> 14
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement (of
which this Prospectus is a part) on Form S-3 under the Securities Act with
respect to the Shares offered hereby. This Prospectus 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.
The Registration Statement and any amendments thereto, including exhibits filed
as a part thereof, are available for inspection and copying as set forth below.
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. These reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; New
York Regional Office, Public Reference Room, Seven World Trade Center, 13th
Floor, New York, New York 10048; and Chicago Regional Office, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661. Copies of this material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
included for quotation on the Nasdaq SmallCap Market and these reports, proxy
statements and other information concerning the Company may be inspected at the
office of the Nasdaq SmallCap Market, 1735 K Street, N.W., Washington, D.C.
20006.
13
<PAGE> 15
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
TABLE OF CONTENTS
PAGE
----
DOCUMENTS INCORPORATED BY
REFERENCE . . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS . . . . . . . . . . . . . . . . 8
SELLING SHAREHOLDERS . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . 9
DESCRIPTION OF SECURITIES . . . . . . . . . . 10
INDEMNIFICATION OF DIRECTORS
AND OFFICERS . . . . . . . . . . . . . . . 12
LEGAL MATTERS . . . . . . . . . . . . . . . . 12
EXPERTS . . . . . . . . . . . . . . . . . . . 12
AVAILABLE INFORMATION . . . . . . . . . . . . 13
1,978,571 SHARES
MBf USA, INC.
COMMON STOCK
($0.01 PAR VALUE)
PROSPECTUS
<PAGE> 16
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a schedule of the estimated expenses to be incurred
by the Company in connection with the issuance and sale of the securities being
registered hereby.
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,873.64
---------
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000.00*
---------
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 0
---------
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000.00*
--------
Printing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00*
---------
Transfer Agent and Registrar Fees . . . . . . . . . . . . . . . . . . . . . . . 0
---------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500.00 *
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,473.64*
---------
*Estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Maryland General Corporation Law ("MGCL") permits a corporation
formed in Maryland to include in its articles a provision eliminating or
limiting the liability of its directors and officers to the corporation or its
stockholders for money damages except for: (i) actual receipt of an improper
benefit or profit in money, property or services; or (ii) active and deliberate
dishonesty established by a judgment or other final adjudication as being
material to the cause of action adjudicated in such proceeding. The Company's
Articles of Incorporation (the "Articles")include such a provision limiting
liability to the fullest extent permitted by the MGCL.
The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law. The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law. The MGCL permits the Company to indemnify
its present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that:
(i) the act or omission of the officer or director was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the officer or director actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the officer or director had reasonable
cause to believe that the act or omission was unlawful. The MGCL requires the
Company, as a condition to advancing expenses, to obtain: (a) a written
affirmation by the officer of director of the individual's good faith belief
that he has met the standard of conduct necessary for indemnification by the
Company as authorized by the MGCL; and (b) a written agreement by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met. The
Company's Bylaws permit the
II-1
<PAGE> 17
Company to provide indemnification and advance expenses to a present or former
officer or director who served a predecessor of the Company in such capacity,
and to any employee or agent of the Company or a predecessor of the Company.
ITEM 16. EXHIBITS
EXHIBIT NO.
5 Opinion of Shefsky Froelich & Devine Ltd. regarding legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shefsky Froelich & Devine Ltd. (see Exhibit 5).
ITEM 17. UNDERTAKINGS
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts of
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 to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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.
II-2
<PAGE> 18
C. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
B. Indemnification
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 foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 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.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Itasca, State of Illinois, on November 27,
1996.
MBf USA, INC.
By: /s/ Edward J. Marteka
-------------------------------
Edward J. Marteka
President
<PAGE> 20
GRANT OF POWER OF ATTORNEY
Each person whose signature appears below as a Director and/or officer
of MBf USA, Inc. hereby constitutes and appoints Edward J. Marteka and Stephen
Tan his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all subsequent amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Heng Sewn Loi
- -----------------------------------------
Heng Sewn Loi Chief Executive Officer & Chairman November 27, 1996
/s/ Tan Sri Dato (Dr.) Hean Heong Loy
- -------------------------------------
Tan Sri Dato (Dr.) Hean Heong Loy Director November 27, 1996
/s/ Loy Teik Hok
- -----------------------------------------
Loy Teik Hok Director November 27, 1996
/s/ Teoh Cheng Soon
- -----------------------------------------
Teoh Cheng Soon Director November 27, 1996
/s/ Dr. Teo Sen Chong
- -----------------------------------------
Dr. Teo Sen Chong Director November 27, 1996
/s/ Edward J. Marteka
- -----------------------------------------
Edward J. Marteka Director November 27, 1996
- ----------------------------------------
George J. Mennen Director ___________, 1996
/s/ Robert Simmons
- -----------------------------------------
Robert Simmons Director November 27, 1996
- ----------------------------------------
Don Arnwine Director ___________, 1996
/s/ Stephen Tan
- -----------------------------------------
Stephen Tan Secretary and Chief Financial Officer November 27, 1996
</TABLE>
<PAGE> 1
EXHIBIT 5
[SHEFSKY FROELICH & DEVINE LTD. LETTERHEAD]
IN REPLY REFER TO:
21581-05-A
November 27, 1996
MBf USA, Inc.
500 Park Boulevard, Suite 1260
Itasca, Illinois 60143
Re: MBf USA, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as special securities counsel to MBf USA, Inc., a
Maryland corporation (the "Company"), in connection with the preparation and
filing of the registration statement on Form S-3 filed on November 29, 1996
(the "Registration Statement"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act") and
the prospectus contained therein with respect to the public offering of up to
1,978,571 shares of the Company's common stock, par value $0.01 which were
previously issued by the Company to the individuals set forth under the heading
"Selling Stockholders" in the Registration Statement (the "Shares"). All of
the Shares are being offered on behalf of the Selling Stockholders as set forth
in the Registration Statement. In connection with the registration of the
Shares, you have requested our opinion with respect to the matters set forth
below.
For purposes of this opinion, we have reviewed the Registration
Statement. In addition, we have examined the originals or copies certified or
otherwise identified to our satisfaction of: (i) the Company's Certificate of
Incorporation, as amended to date; (ii) the By-laws of the Company, as amended
to date; (iii) records of the corporate proceedings of the Company as we deemed
necessary or appropriate as a basis for the opinions set forth herein; and (iv)
those matters of law as we have deemed necessary or appropriate as a basis for
the opinions set forth herein. We have not made any independent review or
investigation of the organization, existence, good standing, assets, business
or affairs of the Company, or of any other matters. In rendering our opinion,
we have assumed without inquiry the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of these documents submitted to us as copies.
<PAGE> 2
SHEFSKY FROELICH & DEVINE LTD.
MBf USA, Inc.
November 27, 1996
Page 2
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject
to the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in
equity or at law and the discretion of the court before which any proceeding
therefore may be brought.
We are admitted to the practice of law only in the State of Illinois
and, accordingly, we do not purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions other
than the laws of the State of Illinois and the General Corporation Law of the
State of Maryland, as currently in effect.
On the basis of, and in reliance upon, the foregoing, and subject to
the qualifications contained herein, we are of the opinion that the Shares are
validly issued, fully-paid, and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or relied
upon by any other person, firm or corporation for any purpose without our prior
express written consent.
Respectfully submitted,
/s/ Shefsky Froelich & Devine
SHEFSKY FROELICH & DEVINE LTD.
MDG/MCC
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 17, 1996, and to all references to our Firm included in
or made a part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 27, 1996
