Registration No._______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CRIIMI MAE INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
52-1622022
(I.R.S. Employer Identification No.)
11200 Rockville Pike
Rockville, Maryland 20852
(Address of principal executive offices) (Zip Code)
STOCK OPTION PLAN FOR KEY EMPLOYEES
(Full title of the plan)
William B. Dockser
Chairman of the Board
CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, Maryland 20852
(Name and address of agent for service)
(301) 816-2300
(Telephone number, including area code, of agent for service)
The Commission is requested to send copies of all communications to:
Morris F. DeFeo, Jr., Esq.
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300
Washington, D.C. 20007-5116
(202) 424-7500
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price Fee
- ---------------------------------------------------------------------------
Common Stock,
$.01 par value 500,000 shares $16.125 $8,062,500 $2,443.18
(1)Pursuant to Rule 457(h), based on the average of the high and low prices
of the Common Stock on June 16, 1997, as reported by the Wall Street
Journal.
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which
Registration Statement No. 333-00303 on Form S-8 as filed with the
Securities and Exchange Commission on January 19, 1996, relating to the
CRIIMI MAE Inc. 1995 Amended and Restated Stock Option Plan for Key
Employees is effective. Pursuant to General Instruction E, the contents of
the above-listed Registration Statement are hereby incorporated by
reference.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBIT SCHEDULE
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibit
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Exhibit 4(c) Registrant's Amended and Restated Stock
Option Plan for Key Employees
Exhibit 5 Opinion of Swidler & Berlin, Chartered
Exhibit 23.1 Consent of Swidler & Berlin, Chartered:
included in Exhibit 5
Exhibit 24.2 Consent of Arthur Andersen LLP
Exhibit 24 Power of Attorney: included as part of the
signature page to this Registration
Statement
II-1<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockville, State of
Maryland on the 19th day of June, 1997.
CRIIMI MAE INC.
By:/s/ William B. Dockser
----------------------
William B. Dockser
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William B. Dockser and H. William Willoughby, and each of them severally,
his or her true and lawful attorney-in-fact and agent, acting alone, with
full power of substitution and resubstitution, for him or her and in his or
her name place and stead, in any and all capacities, to sign any or all
Amendments (including post-effective Amendments) to this Registration
Statement. and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said 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 connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, acting alone, 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 by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- -----
/s/ William B. Dockser Chairman of the Board (Principal June 19, 1997
- ---------------------- Executive Officer and Director)
William B. Dockser
/s/ H. William Willoughby Director, President and June 19, 1997
- ------------------------- Secretary
H. William Willoughby
<PAGE>
<PAGE>
/s/ Garrett G. Carlson, Sr. Director June 19, 1997
- ---------------------------
Garrett G. Carlson, Sr.
/s/ Larry H. Dale Director June 19, 1997
- ------------------------
Larry H. Dale
/s/ G. Richard Dunnells Director June 19, 1997
- ------------------------
G. Richard Dunnells
/s/ Robert J. Merrick Director June 19, 1997
- -------------------------
Robert J. Merrick
/s/ Cynthia O. Azzara Chief Financial Officer June 19, 1997
- ------------------------- (Principal Financial and
Cynthia O. Azzara Accounting Officer)
II-3<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- ----------- ------------------------
Exhibit 4 Registrant's Amended and Restated Stock
Option Plan for Key Employees
Exhibit 5 Opinion of Swidler & Berlin, Chartered
Exhibit 23.1 Consent of Swidler & Berlin, Chartered:
included in Exhibit 5
Exhibit 23.2 Consent of Arthur Andersen LLP
Exhibit 24 Power of Attorney: included as part of the
signature page to this Registration Statement
II-4
Exhibit 4
AMENDED AND RESTATED CRIIMI MAE INC.
STOCK OPTION PLAN FOR KEY EMPLOYEES
1. PURPOSE. This Amended and Restated Stock Option Plan for Key
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Employees (this "Plan") for CRIIMI MAE Inc. (the "Company") and its
subsidiaries, is intended to provide opportunities to purchase shares
(each, an "Option") of the Company's common stock (the "Common Stock") to
(a) persons holding the executive position of vice president or more senior
of the Company and its subsidiaries and (b) other employees of the Company
and its subsidiaries who are otherwise designated by the Stock Option
Committee (the "Committee") as key employees (each of (a) and (b), an
"Eligible Employee"). This Plan as originally adopted became effective on
June 30, 1995. This Plan, as amended and restated, is effective as of July
28, 1995.
2. GENERAL ADMINISTRATION.
----------------------
A. Committee Members. This Plan shall be administered by
-----------------
the Committee consisting of not fewer than three members of the Board of
Directors (the "Board") of the Company. Except as permitted by Securities
Exchange Act Rule 16b3(c)(2), no person serving as a Committee member shall
be eligible to be granted or awarded equity securities pursuant to this
Plan or any other plan established by the Company, nor shall any person
serve as a Committee member if during the one year prior to his or her
appointment to the Committee, he or she was granted or awarded equity
securities pursuant to this Plan.
B. Authority of Committee. The Committee shall have the
----------------------
authority (i) to exercise all of the powers granted to it under this Plan;
(ii) to construe, interpret and implement this Plan and any Option
Agreements executed pursuant to Section 7 below; (iii) to prescribe, amend
and rescind rules and regulations relating to this Plan, including rules
governing the Committee's own operations; (iv) to make all determinations
necessary or advisable in administering this Plan; (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Plan;
and (vi) to amend this Plan to reflect changes in applicable law.
C. Majority Vote. Actions of the Committee shall be taken
-------------
by the affirmative vote of a majority of the Committee members. Any action
may be taken by an instrument signed by a majority of the Committee
members, and action so taken shall be fully as effective as if such action
had been taken by a vote at a Committee meeting.
D. Binding Determination. The determination of the
---------------------
Committee on all matters relating to this Plan or any Option Agreement
shall be final, binding and conclusive.
E. No Liability. No Committee member shall be liable for
------------
any action or determination made in good faith with respect to this Plan,
including any Option.<PAGE>
<PAGE>
F. Definitions. As used in this Plan, the following words
-----------
and phrases shall have the meanings indicated:
(1) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(2) "Fair Market Value" per share as of a particular
date shall mean the closing sales price per share of Common Stock on the
principal national securities exchange on which the shares of Common Stock
shall then be listed for the last preceding date on which there was a sale
of such Common Stock on such exchange.
(3) "Incentive Stock Option" means one or more
options to purchase Common Stock which, at the time such options are
granted under this Plan or any other such plan of the Company, qualify as
incentive stock options under Section 422 of the Code.
3. ELIGIBILITY. The Committee may from time to time in its sole
-----------
discretion determine that any key Employee shall be ineligible to receive
Options, notwithstanding a prior determination that such key Employee was
an Eligible Employee.
4. OPTIONS. Options may be granted at any time prior to June 30,
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2000 to each Eligible Employee selected by the Committee (upon the grant of
such option, each an "Optionee"), in such numbers of shares as may be
determined by the Committee. At the time of the grant of each Option under
the Plan, the Committee shall determine whether such Option is to be
designated an Incentive Stock Option.
5. COMMON STOCK.
------------
A. Type of Stock. The stock subject to the Options shall
-------------
be Common Stock.
B. Number of Shares. The total number of shares of Common
----------------
Stock with respect to which Options may be granted shall not exceed One
Million (1,000,000). Common Stock issued pursuant to this Plan may be
authorized but unissued Common Stock or authorized and issued Common Stock
held in the Company's treasury or acquired by the Company for the purposes
of this Plan. The Committee may direct that any certificate evidencing
Common Stock issued pursuant to this Plan shall bear a legend setting forth
such restrictions on transferability as may apply to such shares.
C. Change in Number of Shares. If there is any change in
--------------------------
the number of outstanding shares of Common Stock through the declaration of
stock dividends, recapitalization resulting in stock splits, or
combinations or exchanges of such shares, then the number of shares of
Common Stock available for each outstanding Option and the number of such
shares covered by each outstanding Option, and the "Option Price" (as such
term is defined below) per share under each outstanding Option, shall be
proportionately adjusted to reflect any increase or decrease in the number
of issued shares of Common
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<PAGE>
Stock; provided however, that any fractional shares resulting from any such
-------- -------
adjustment shall be eliminated.
D. Dissolution or Liquidation. In the event of a proposed
--------------------------
dissolution or liquidation of the Company, each outstanding Option granted
under this Agreement shall terminate as of a date to be fixed by the
Committee; provided however, that the Optionee shall have the right,
immediately prior to such termination, to exercise such outstanding Options
as to all or any part of the shares of Common Stock covered thereby,
including shares as to which such outstanding Options would not otherwise
be exercisable.
E. Corporate Reorganization. If there is any change in the
------------------------
number of outstanding shares of Common Stock by reason of merger,
consolidation, spinoff or other corporate reorganization in which the
Company is the surviving corporation, the number of shares of Common Stock
available for issuance both in the aggregate and with respect to each
outstanding Option, and the Option Price per share under each outstanding
Option, shall be equitably adjusted by the Committee, whose determination
shall be final, binding and conclusive. In the event of any merger,
consolidation or combination of the Company with or into another
corporation (other than a merger, consolidation or combination in which the
Company is the surviving corporation and which does not result in any
reclassification or other change in the number of outstanding shares of
Common Stock), the Optionee shall have the right thereafter and during the
term of each such Option to receive, after such Option is duly exercised in
accordance with the terms of this Agreement, for each share of Common Stock
as to which the Option shall be exercised, the kind and amount of shares of
the surviving or new corporation, cash, securities, evidence of
indebtedness, other property or any combination thereof which would have
been received upon such merger, consolidation or combination by the holder
of one share of Common Stock immediately prior to such merger,
consolidation or combination.
F. Change in Common Stock. In the event of a change in the
----------------------
Common Stock as presently constituted, which is limited to a change of all
of its authorized shares with par value into the same number of shares with
a different par value or without par value, the shares resulting from any
such change shall be deemed to be Common Stock within the meaning of this
Agreement.
G. Adjustments by Committee. To the extent that the
------------------------
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive; provided however, that each
Option granted pursuant to this Plan and designated an Incentive Stock
Option shall not be adjusted in a manner that causes the Option to fail to
continue to qualify as an incentive Stock Option within the meaning of
Section 422 of the Code.
H. No Other Rights. Except as expressly provided in this
---------------
Section 5, the Optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class or by reason of any dissolution, liquidation,
-3-<PAGE>
<PAGE>
merger, or consolidation, and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to an Option. The
grant of the Options pursuant to this Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge
or to consolidate or to dissolve, liquidate or sell, or transfer all or any
part of its business or assets.
6. RIGHTS AS A SHAREHOLDER. The Optionee or a permitted
------------------------
transferee of the Options shall have no rights as a shareholder with
respect to any shares covered by the Options until the date of the issuance
of a stock certificate to the Optionee or permitted transferee for such
shares. No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date such stock certificate is issued, except as provided in Section 5
above.
7. TERMS AND CONDITIONS OF OPTIONS. Each Option granted shall be
-------------------------------
evidenced by an Option Agreement in such form as the Committee may from
time to time approve. By executing an Option Agreement, an Optionee
thereby agrees that the Option shall be subject to the provisions of such
Option Agreement and this Plan. Options shall comply with and be subject
to the following terms and conditions:
(a) Option Price. The purchase price (the "Option Price")
------------
shall be stated in the Option Agreement and shall be (i) $9.77 for Options
granted under this Plan prior to July 28, 1995 and (ii) not less than the
Fair Market Value of the Common Stock on the date of grant of the Option
for all Options granted under this Plan on or after July 28, 1995.
(b) Value of Common Stock. Options may be granted to any
---------------------
key employee for Common Stock of any value; provided however, that the
-------- -------
aggregate fair market value (determined at the time the Option is granted)
of the Common Stock with respect to which Options that qualify as Incentive
Stock Options are exercisable by the Optionee for the first time during any
calendar year (under all the plans of the Company and its parent, if any,
and subsidiaries) shall not exceed One Hundred Thousand Dollars ($100,000).
(c) Medium and Time of Payment. The Option Price shall be
--------------------------
paid in full, at the time of exercise, in cash or, with the prior approval
of the Company, in Common Stock held by the Optionee having a Fair Market
Value in the aggregate equal to such Option Price or in a combination of
cash and such shares.
(d) Number of Option Shares; Number of Option Shares per
----------------------------------------------------
Option. The number of shares of Common Stock available to be purchased by
- -------
an Optionee ("Option Shares") shall be as set forth in such Optionee's
Option Agreement. No Option may be exercised at any one (1) time for less
than one hundred (100) shares of Common Stock, unless the number of Option
Shares remaining to be purchased is fewer than one hundred (100), in which
case the last Option shall be to purchase all of the remaining Option
Shares.
-4-<PAGE>
<PAGE>
(e) Term and Exercise of Options. Each Option shall become
----------------------------
vested and first exercisable as set forth in an Optionee's Option Agreement
and an Option may thereafter be exercised at any time or from time to time
prior to the close of business on the day before the eighth anniversary
after the Option is granted.
8. TERMINATION OF EMPLOYMENT. The effect of the termination of an
-------------------------
Optionee's employment shall be as set forth in such Optionee's Option
Agreement with the company.
9. NO GRANT OF OTHER RIGHTS. Nothing in this Plan shall confer
------------------------
upon the Optionee any right to continue in the employ of CRIIMI MAE
Management, Inc. ("CRIIMI Management"), the Company or any of their
respective divisions or affiliates, or interfere in any way with the right
of CRIIMI Management, the Company or any such division or affiliate to
terminate such employment at any time.
10. RESTRICTIONS.
------------
A. Non-Transferability of Options. The Options shall not
------------------------------
be transferable other than by will or by the laws of descent and
distribution, and, during an Optionee's lifetime, each Option may be
exercised only by the Optionee, or upon adjudication of the Optionee's
mental capacity, by the Optionee's legally appointed representative.
B. Consent to Plan Action. If the Committee shall at any
----------------------
time determine that any "Consent" (as such term is defined below) is
necessary or desirable as a condition of, or in connection with, the
granting of any Option, the issuance or purchase of Common Stock or other
rights thereunder, or the taking of any other action thereunder (each such
action being a "Plan Action"), then such Plan Action shall not be taken, in
whole or in part, unless and until such Consent shall have been effected or
obtained to the Committee's full satisfaction.
C. Definition of Consent. The term "Consent" as used in
---------------------
this Plan with respect to any Plan Action means (i) any and all listings,
registrations or qualifications in respect thereof upon any inter-dealer
quotation system of a registered national securities association or any
national securities exchange or under any federal, state or local law, rule
or regulation, (ii) any and all written agreements and representations by
the Optionee with respect to the disposition of Common Stock, or with
respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification, or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iii) any and all
consents, clearances and approvals in respect of a Plan Action by any
governmental or other regulatory bodies.
D. Additional Requirements Regarding Intent. In furtherance
----------------------------------------
of the foregoing, at the time of any exercise of an Option, the Committee
may, if it shall determine it is required by law, require the Optionee as a
condition to the exercise thereof, to deliver to the Committee a written
representation of the Optionee's present intention to purchase the Common
Stock for investment and not for distribution or re-sale. If such
-5-<PAGE>
<PAGE>
representation is required to be delivered, an appropriate legend may be
placed upon each certificate delivered to the Optionee upon the Optionee's
exercise of part or all of an Option and a stop transfer order may be
placed with the transfer agent. Each such Option shall also be subject to
the requirement that, if at any time the Committee determines, in its
discretion, that either (i) the listing, registration or qualification of
Common Stock subject to an Option upon any securities exchange or under any
state, federal or foreign law, or (ii) the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of,
or in connection with, the issue or purchase of Common Stock thereunder,
the Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee. The
Committee shall not have the power to require or oblige the Company to
register any Common Stock subject to an Option and any requirement imposed
by the Committee relating to the registration of Common Stock shall not
bind the Company to cause the registration of such Common Stock.
11. NATURE OF PAYMENTS. All Options granted shall be in
------------------
consideration of services performed for the Company by the Optionee.
12. NON-UNIFORM DETERMINATIONS. The Committee's determinations
--------------------------
under this Plan need not be uniform and may be made by it selectively among
Eligible Employees (whether or not such Eligible Employees are similarly
situated). Without limiting the generality of the foregoing, the Committee
shall be entitled, among other things, to make non-uniform and selective
determinations which may, inter alia, reflect the specific terms of
individual employment agreements, and to enter into non-uniform and
selective Option Agreements, as to (a) the persons to receive Options and
(b) the terms and conditions of Options.
13. OTHER PAYMENTS OR OPTIONS. Nothing contained in this Plan
-------------------------
shall be deemed in any way to limit or restrict the Company from making any
option to purchase Common Stock or payment to any person under any other
plan, arrangement or understanding, whether now existing or hereafter in
effect.
14. Amendment and Termination.
-------------------------
A. Amendment of Plan. The Board may from time to time
-----------------
suspend, discontinue, revise or amend this Plan in any respect whatsoever.
In addition, no such amendment shall materially impair any rights or
materially increase any obligations under any outstanding Option without
the consent of the Optionee (or, upon the Optionee's death or adjudication
of mental incapacity, the Optionee's legally appointed representative).
B. Cancellation and Issuance of New Options. The Committee
----------------------------------------
may cancel any outstanding Option and issue a new Option in substitution
therefor. The Committee also may amend any outstanding Option Agreement,
including any amendment which would: (i) accelerate the time or times at
which the Option becomes unrestricted or may be exercised; (ii) waive or
amend any goals, restrictions or conditions set forth in the Option
Agreement; or (iii) waive or amend the operation of Section 4 of an
Optionee's
-6-<PAGE>
<PAGE>
Option Agreement with respect to the treatment of Options upon termination
of employment. However, any such cancellation or amendment that materially
impairs the rights or materially increases the obligations of an Optionee
under an outstanding Option shall be made only with the consent of the
Optionee (or, upon the Optionee's death, the person having the right to
exercise the Option).
15. SAVINGS CLAUSE. Notwithstanding any other provision hereof,
--------------
this Plan is intended to qualify as a plan pursuant to which Incentive
Stock Options may be issued under Section 422 of the Code. If this Plan or
any provision of this Plan shall be held to be invalid or to fail to meet
the requirements of Section 422 of the Code or the regulations promulgated
thereunder, such invalidity or failure shall not affect the remaining parts
of this Plan, but rather it shall be construed and enforced as if the Plan
or the affected provision thereof, as the case may be, complied in all
respects with the requirements of Section 422 of the Code.
16. SECTION HEADINGS. The section headings contained in this Plan
----------------
are for the purpose of convenience only and are not intended to define or
limit the contents of such sections.
Adopted by the Board of Directors of the Company as of March 14, 1997.
Attest:
_____________________________
Corporate Secretary
Date: March 14, 1997
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</TEXT.
Exhibit 5
June 19, 1997
The Board of Directors
CRIIMI MAE INC.
11200 Rockville Pike
Rockville, MD 20852
RE: CRIIMI MAE INC.'s Registration Statement on Form S-8 Relating
to the Amended and Restated CRIIMI MAE INC. Stock Option Plan
for Key Employees
Ladies and Gentlemen:
We have acted as counsel to CRIIMI MAE INC. (the "Company") with respect to
the Company's Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission in connection
with the registration, under the Securities Act of 1933, as amended (the
"Act"), by the Company of an aggregate of 500,000 shares of its common
stock, par value $.01 per share (the "Shares"), issuable upon exercise of
stock options granted under the Company's Amended and Restated Stock Option
Plan for Key Employees (the "Plan").
As counsel to the Company, we have examined the Company's Articles of
Incorporation, as amended, and such Company records, certificates and other
documents and relevant statutes, regulations, published rulings and such
questions of law as we considered necessary or appropriate for the purpose
of this opinion.
In our examination, we have assumed the authenticity of original documents,
the accuracy of copies and the genuineness of signatures. We have relied
upon the representations and statements of officers and other
representatives of the Company with respect to the factual determinations
underlying the legal conclusions set forth herein. We have not attempted
to verify independently such representations and statements.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Maryland as currently in effect, and we
express no opinion herein as to any other laws, statutes, ordinances, rules
or regulations.
Based upon, subject to and limited by the foregoing and the other
qualifications herein, we are of the opinion that when the Registration
Statement has become effective under the Act, and upon issuance and
delivery of the Shares in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
<PAGE>
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the
Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section
7 of the Act or the rules promulgated thereunder.
This opinion is rendered solely for your benefit in connection with the
transactions described above upon the understanding that we are not hereby
assuming any professional responsibility to any other person. Except as
provided in the preceding paragraph, this opinion may not be relied upon by
any other person and this opinion may not be used, disclosed, quoted, filed
with a governmental agency or otherwise referred to without our express
prior written consent. The opinions expressed in this letter are limited
to the matters expressly set forth herein, and no other opinions should be
inferred beyond the matters expressly stated herein.
Very truly yours,
SWIDLER & BERLIN, CHARTERED
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated February 17, 1997 included
in CRIIMI MAE Inc.'s Form 10-K for the year ended December 31, 1996 and all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
June 19, 1997
