SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EARL SCHEIB, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 95-1759002
-----------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA 90211
-----------------------------------------------------------------
(Address of Registrant's Principal Executive Offices) (Zip Code)
---------------------------------------
EARL SCHEIB, INC.
1995 STOCK OPTION AGREEMENT
(Full title of the plan)
JOHN K. MINNIHAN, CHIEF FINANCIAL OFFICER
8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA 90211
(310) 652-4880
(Name, address and telephone number of agent for service)
---------------------------------------
Copy to:
DAVID I. SUNKIN, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER,
A PROFESSIONAL CORPORATION
601 SOUTH FIGUEROA STREET, SUITE 2400
LOS ANGELES, CALIFORNIA 90017
(213) 891-0700
CALCULATION OF REGISTRATION FEE
<TABLE>
============================================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount Offering Aggregate Amount of
to be Registered to be Price Offering Registration
Registered Per Unit (1) Price Fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 200,000 shares $6.125 $1,225,000 $423.00
============================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) based upon the average
of the high and low prices reported in the Consolidated Reporting
System on October 6, 1995.
1
<PAGE>
PART I--INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Board of Directors (the "Board") of Earl Scheib, Inc.,
(the "Corporation") has adopted, the Earl Scheib, Inc. 1995
Stock Option Agreement between the Corporation and Christian K.
Bement (the "Option Agreement") which provides for the continuous
participation of Christian K. Bement as Executive Vice President
and Chief Operating Officer ("Executive Vice President") of the
Corporation.
The following discussion summarizes the principal features
of the Option Agreement. This description of the Option
Agreement is qualified in its entirety by reference to the full
text of the Option Agreement, a copy of which may be requested
from the Corporation.
The Corporation's principal executive offices are located at
8737 Wilshire Boulevard, Beverly Hills, California 90211, (310)
652-4880.
PURPOSE
The purpose of the Option Agreement is to strengthen the
Corporation by providing to the Executive Vice President added
incentives for high levels of performance and to encourage stock
ownership in the Corporation. The Option Agreement seeks to
accomplish these goals by providing a means whereby the Executive
Vice President may be given an opportunity to purchase, by way of
option, Common Stock of the Corporation. The Option Agreement is
also intended to enable the Corporation and its subsidiaries to
compete effectively for and retain the services of the Executive
Vice President and to provide incentives for such person to exert
maximum efforts for the success of the Corporation and its
subsidiaries.
The Corporation intends that the options issued under the
Option Agreement shall be options which do not qualify as
incentive stock options, as that term is used in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code")
("Non-Qualified Stock Options"). The Option Agreement is not
subject to any provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ADMINISTRATION
The Board has delegated administration of the Option
Agreement to its Compensation Committee ("Committee"). The
Committee shall have full power and authority in its discretion
to take any and all action required or permitted to be taken
under the Option Agreement, including the determination of the
number of shares which may be covered by stock options, the
purchase price, and other terms and conditions thereof. Further
information may be obtained from John K. Minnihan at 8737
Wilshire Boulevard, Beverly Hills, California 90211 or by calling
(310) 652-4880.
SHARES RESERVED
There are 200,000 shares of Common Stock, par value $1.00,
reserved for issuance upon exercise of options granted under the
Option Agreement. Shares of Common Stock will be made available
from the authorized but unissued shares of the Corporation or
from shares reacquired by the Corporation, including shares
purchased in the open market.
ELIGIBILITY
Only the Executive Vice President is eligible to participate
under the Option Agreement. On January 10, 1995, the Board
authorized the issuance of an aggregate of Non-Qualified Stock
Options to purchase 200,000 shares at the "exercise" prices
stated below.
2
<PAGE>
OPTION PRICE
The exercise price of each Non-Qualified Stock Option shall
be as follows:
$5.50 with regard to the Option to Purchase the first
100,000 shares or any portion thereof.
$9.00 with regard to the Option to Purchase the second
100,000 shares or any portion thereof.
An option shall be exercised by written notice to the
Corporation upon terms and conditions as the Option Agreement
provides and in accordance with such other procedures for the
exercise of options as the Board of Directors or Committee may
establish from time to time. The purchase price of Common Stock
acquired pursuant to an option shall be paid by such method or
methods as the Committee may determine and may consist of cash or
check payable to the order of the Corporation, in whole shares of
Common Stock of the Corporation owned by the optionee having a
fair market value on the exercise date (determined by the
Committee in accordance with any reasonable valuation method)
equal to the option price for the shares being purchased.
Payments of Common Stock shall be made by delivery of Common
Stock certificates properly endorsed for transfer in negotiable
form. If other than the Executive Vice President, the person or
persons exercising the option shall be required to furnish the
Corporation appropriate documentation that such person or persons
have the full legal right and power to exercise the option on
behalf of and for the optionee.
ADJUSTMENTS UPON CHANGES IN COMMON STOCK; REORGANIZATION, MERGER,
CONSOLIDATION
If the outstanding shares of the Common Stock of the
Corporation are increased, decreased, or changed into, or
exchanged for a different number or kind of shares or securities
of the Corporation, without receipt of consideration by the
Corporation, through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock
consolidation, or otherwise, an appropriate and proportionate
adjustment shall be made in the number and kind of shares as to
which options may be granted. A corresponding adjustment
changing the number or kind of shares and the exercise price per
share allocated to unexercised options, or portions thereof,
which shall have been granted prior to any such change shall
likewise be made. Adjustments shall be made by the Committee
whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive. No fractional
shares of stock shall be issued under the Option Agreement on
account of any such adjustment. Upon the dissolution or
liquidation of the Corporation, or upon any reorganization,
merger or consolidation of the Corporation where the Corporation
is the surviving corporation and the stockholders immediately
prior to such transaction do not own at least 51% of the
Corporation's Common Stock immediately after such transaction, or
upon any reorganization, merger or consolidation of the
Corporation where the Corporation is not the surviving
corporation, or upon a sale of substantially all of the assets or
51% of the outstanding Common Stock, the Option Agreement may, at
the option of the Executive Vice President, terminate and any
options granted prior thereto shall become immediately
exercisable in full and shall remain exercisable until the
effective date of such transaction.
VESTING
The vesting periods shall be as follows:
50% at 7:00 p.m. (PST) on 1/10/96
12-1/2% at 7:00 p.m. (PST) on 4/10/96
12-1/2% at 7:00 p.m. (PDT) on 7/10/96
12-1/2% at 7:00 p.m. (PDT) on 10/10/96
12-1/2% at 7:00 p.m. (PST) on 1/10/97
3
<PAGE>
ALTERNATE VESTING
In the event that Executive Vice President is terminated for
reasons other than "substantial cause" (as defined below), or if
Executive Vice President shall die or become disabled as defined
in Section 22(e)(3) of the Code, then the options shall vest in
accordance with the following Alternate Vesting provisions:
12-1/2% at 7:00 p.m. (PST) on 4/10/95
12-1/2% at 7:00 p.m. (PDT) on 7/10/95
12-1/2% at 7:00 p.m. (PDT) on 10/10/95
12-1/2% at 7:00 p.m. (PST) on 1/10/96
12-1/2% at 7:00 p.m. (PST) on 4/10/96
12-1/2% at 7:00 p.m. (PDT) on 7/10/96
12-1/2% at 7:00 p.m. (PDT) on 10/10/96
12-1/2% at 7:00 p.m. (PST) on 1/10/97
EXPIRATION, TERMINATION AND TRANSFER OF OPTIONS
Subject to earlier termination as provided in the Option
Agreement, each Non-Qualified Stock Option granted and all rights
or obligations thereunder by its terms shall expire 5 years from
the date of grant. For purposes of the Option Agreement, the
date of grant of an option shall be the date on which the
Committee takes final action approving the award of the option,
notwithstanding the date the optionee accepts the option, the
date of execution of the Option Agreement, or any other date with
respect to such option. Except in the event of termination of
employment due to death, disability or termination for
"substantial cause" (as defined below), options will terminate
according to the terms of the Option Agreement but only as to
such number of shares as to which the option was exercisable on
the date of termination. If termination occurs by reason of
disability (as defined in the Option Agreement) such termination
period shall be one year. If employment is terminated for
"substantial cause," the optionee's right to exercise will
terminate at the time notice of termination is given by the
Corporation to the Employee. Termination for "substantial cause"
shall include (i) the commission of a criminal act against, or in
derogation of the interests of the Corporation or any of its
subsidiaries; (ii) knowingly divulging confidential information
about the Corporation or any of its subsidiaries to a competitor
or to the public; (iii) interference with the relationship
between the Corporation or any of its Subsidiaries and any major
customer of the Corporation; or (iv) the performance of any
action that the Committee, in its reasonable discretion, may deem
to be sufficiently injurious to the interests of the Corporation
or any of its subsidiaries to constitute "substantial cause." If
the Executive Vice President dies while in the employ of the
Corporation or within three months after cessation of such
employment (except for "substantial cause"), his or her estate or
personal representation shall have the right to exercise such
option before the date such option would otherwise terminate, but
only as to the number of shares as to which such option was
exercisable on the date of death. An option by its terms may
only be transferred by will or by laws of descent or pursuant to
a qualified domestic relations order, and, except as otherwise
required pursuant to a qualified domestic relations order,
options shall be exercisable during the lifetime of the person to
whom the option is granted only by such person (or in the case of
disability by his or her court appointed legal representative).
In addition, subsequent to the grant of any option, the
Committee, at any time before complete termination of such
option, may accelerate the time or times at which such option may
be exercised in whole or in part (without reducing the term of
such option), notwithstanding the provision in the option stating
the time during which the option may be exercised.
TERMINATION AND AMENDMENT OF THE OPTION AGREEMENT
The Option Agreement will terminate on 1/10/2000. The
Option Agreement may also terminate upon liquidation,
reorganization, merger or consolidation of the Corporation as
discussed above. No options may be granted under the Option
Agreement after it is terminated. No termination, suspension,
modification or
4
<PAGE>
amendment of the Option Agreement may, without the consent of the
person to whom an option shall theretofore have been granted,
adversely affect the rights of such person with respect to such
option. No modification, extension, renewal or other change in
any option granted under the Option Agreement shall be made after
the grant of such option, unless the same is consistent with the
provisions of the Option Agreement. With the consent of the
holder of an option and subject to the terms and conditions of
the Option Agreement, the Committee may amend outstanding stock
option agreements with the Executive Vice President, including,
without limitation, any amendment which would (i) accelerate the
time or times at which the option may be exercised and/or (ii)
extend the scheduled expiration date of the option.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is only a summary of the principal
federal income tax consequences of the options and rights to be
granted under the Option Agreement, and is based on existing
federal law (including administration, regulations and rulings)
which is subject to change, in some cases retroactively. This
discussion is also qualified by the particular circumstances of
individual optionees, which may substantially alter or modify the
federal income tax consequences herein discussed.
Generally, under present law, when an option does not
qualify as an Incentive Stock Option under Section 422 of the
Code (Non-Qualified Stock Options), no income generally is
recognized by the optionee at the time of the grant of the
option. Under present law the optionee generally will recognize
ordinary income at the time the Non-Qualified Stock Option is
exercised equal to the aggregate fair market value of the shares
acquired less the option price. Ordinary income from a
Non-Qualified Stock Option will constitute compensation for which
withholding may be required under federal and state law.
Subject to special rules applicable when an optionee uses
Common Stock of the Corporation to exercise an option, shares
acquired upon exercise of a Non-Qualified Stock Option will have
a tax basis equal to their fair market value on the exercise date
or other relevant date on which ordinary income is recognized and
the holding period for the shares generally will begin on the
date of exercise or such other relevant date. Upon subsequent
disposition of the shares, the optionee generally will recognize
a capital gain or loss. Provided the shares are held by the
optionee for more than one year prior to disposition, such gain
or loss will be treated as long-term capital gain or loss.
The Corporation will generally be entitled to a deduction
equal to the ordinary income (i.e., compensation) portion of the
gain recognized by the optionee in the case of a "disqualifying
disposition" of an Incentive Stock Option or in connection with
the exercise of a Non-Qualified Stock Option provided the
Corporation complies with any withholding requirements of federal
and state law.
RESTRICTION ON RESALE
Certain directors and officers of the Corporation, including
the Executive Vice President, may be deemed to be "affiliates" as
that term is defined under the Securities Act of 1933, as amended
(the "Securities Act of 1933"). Common Stock acquired under the
Option Agreement by an affiliate may only be reoffered or resold
under an effective registration statement, under Rule 144 or
other exemption from the registration requirements of the
Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The Corporation will make available to the Executive Vice
President, without change, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of the
registration statement, and such documents are hereby
incorporated by reference into this Section 10(a) prospectus.
The Executive Vice President may, upon oral or written request
and without charge, receive all other documents required to be
delivered to participants pursuant to Rule 428(b) of the
Securities Act of 1933. Such requests
5
<PAGE>
are to be directed to John K. Minnihan, Chief Financial Officer
of the Corporation at 8737 Wilshire Boulevard, Beverly Hills,
California 90211, (310) 652-4880.
PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference
in the registration statement and are deemed to be a part thereof
from the date of filing such documents, and all documents
subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended April 30, 1995;
(b) The Corporation's Quarterly Report on Form 10-Q for
the quarter ended July 31, 1995;
(c) The Corporation's Registration Statement No. 2-49078 on
Form S-8, as amended, effective as of June 19, 1973.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware
provides, in summary, that the directors and officers of the
Corporation may, under certain circumstances, be indemnified by
the Corporation against all expenses incurred by or imposed upon
them as a result of actions, suits or proceedings brought against
them as such directors and officers, or as directors or officers
of any other organization at the request of the Corporation, if
they act in good faith and in a manner they reasonably believe to
be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, have no
reasonable cause to believe their conduct was unlawful, except
that no indemnification shall be made against expenses in respect
to any claim, issue or matter as to which they shall have been
adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case,
they are fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper. Section 145 of the
Delaware General Corporation Law also provides that directors and
officers of the Corporation are entitled to such indemnification
by the Corporation to the extent that such persons are successful
on the merits or otherwise in defending any such action, suit or
proceeding. The Corporation's Bylaws provide for the
indemnification by the Corporation of officers and directors to
the fullest extent permitted by Section 145 of the Delaware
General Corporation Law.
Section 102 of the Delaware General Corporation Law provides
that a corporation, in its Certificate of Incorporation, may
eliminate the personal liability of its directors to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, other than liability for (1) any
breach of the director's duty of loyalty to the corporation of
its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) any transaction from which the
6
<PAGE>
director derived an improper personal benefit and (4) unlawful
payment of dividends or unlawful stock purchases or redemptions.
The Corporation's Certificate of Incorporation provides for the
elimination of personal liability of its directors as permitted
by Section 102 of the Delaware General Corporation Law.
The Corporation maintains a Directors and Officer's
Insurance Policy for the benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are listed on the Exhibit Index
on page 10.
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(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.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
7
<PAGE>
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Beverly Hills, State of California, on October 9,
1995.
EARL SCHEIB, INC.,
a Delaware Corporation
By s/ Daniel A. Seigel
---------------------------------
Daniel A. Seigel
President and
Chief Executive Officer
8
<PAGE>
Name Title Date
---- ----- ----
s/ Daniel A. Seigel Chief October 9, 1995
----------------------- Executive
Daniel A. Seigel Officer,
(Principal
Executive
Officer)
s/ John K. Minnihan Vice October 9, 1995
----------------------- President and
John K. Minnihan Chief
Financial
Officer
(Principal
Financial
Officer)
s/ Philip Wm. Colburn Director October 9, 1995
-----------------------
Philip Wm. Colburn
s/ Alexander L. Kyman Director October 9, 1995
-----------------------
Alexander L. Kyman
s/ Donald R. Scheib Director October 9, 1995
-----------------------
Donald R. Scheib
s/ Robert L. Spencer Director October 9, 1995
-----------------------
Robert L. Spencer
s/ Robert Wilkinson Director October 9, 1995
-----------------------
Robert Wilkinson
9
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
------ ------- ------
5 Opinion of Buchalter, Nemer, Fields & Younger,
a Professional corporation . . . . . . . . . . . 11
23.1 Independent Auditor's Consent . . . . . . . . . . 13
23.2 Legal Counsel Consent is contained in Exhibit 5
10
<PAGE>
EXHIBIT 5
[LETTERHEAD OF BUCHALTER, NEMER, FIELDS & YOUNGER]
October 9, 1995
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Office of Application and Reports Services
Re: Earl Scheib, Inc. Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Earl Scheib, Inc., a Delaware corporation
(the "Company"), in connection with the registration of 200,000 shares of common
stock, $1.00 par value (the "Shares") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, (the
"1933 Act"), pursuant to a registration statement on Form S-8 (the "Registration
Statement"). The Shares are registered on behalf of the Company and will be
issued pursuant to the Stock Option Agreement between Christian Bement,
Executive Vice President of the Company, and the Company (the "Agreement").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5)(i) of Regulation S-K under the 1933 Act.
In our capacity as counsel to the Company, we have reviewed such
documents and made such inquiries as we have reasonably deemed necessary to
enable us to render the opinion expressed below. In all such review, we have
made certain customary assumptions such as the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the lack of any
undisclosed modifications, waivers, or amendments to any documents reviewed by
us and the conformity to authentic original documents of all documents submitted
to us as conformed or photostatic copies. For purposes of rendering this
opinion, we have investigated such questions of law as we have deemed necessary.
11
<PAGE>
Securities and Exchange Commission
October 9, 1995
Page 2
On the basis of the foregoing, and in reliance thereon and subject to
the assumptions, qualifications, exceptions and limitations expressed herein, we
are of the opinion that when the Shares are issued in accordance with the terms
of the Agreement, the Shares will be duly authorized, legally issued, fully paid
and non-assessable.
This opinion is limited to the present laws of the State of California
and of the United States of America, and the corporate law of the State of
Delaware.
This opinion is solely for your information in connection with the
offer and sale of the Shares by the Company, and is not, without the prior
written consent of this firm, to be quoted in full or in part or otherwise
referred to in any documents other than the reference of this firm in the
Prospectus which is part of the Registration Statement nor to be filed with any
governmental agency or other persons, other than with the Commission and various
state securities administrators in connection with the qualification of the
Shares, to which reference and filings we hereby consent. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the 1933 Act or the rules and regulations
of the Commission.
Very truly yours,
/s/ Buchalter, Nemer, Fields & Younger
12
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF BDO SEIDMAN, LLP]
Consent of Independent Certified Public Accountants
Earl Scheib, Inc.
Beverly Hills, California
We hereby consent to the use in the Registration Statement on Form S-
8, Registration Number ___________ of our report dated June 26, 1995, relating
to the audit of the consolidated financial statements and schedules of Earl
Scheib, Inc. and Subsidiaries which are contained in and incorporated by
reference to the Annual Report on Form 10-K for the year ended April 30, 1995.
/s/ BDO Seidman LLP
BDO SEIDMAN, LLP
Los Angeles, California
October 9, 1995
13
<PAGE>
