<PAGE>
As filed with the Securities and Exchange Commission on August 25, 1997
Registration Statement No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------------------------
Riddell Sports Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2890400
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
---------------------------
Riddell Sports Inc.
900 Third Avenue
27th Floor
New York, New York 10022
(212) 826-4300
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
---------------------------
RIDDELL SPORTS INC.
1991 STOCK OPTION PLAN
RIDDELL SPORTS INC.
1997 STOCK OPTION PLAN
(Full title of the plans)
---------------------------
LISA MARRONI
Riddell sports Inc.
900 Third Avenue
27th Floor
New York, New York 10022
(212) 826-4300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Amount of Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Shares to be Offer Price Per Aggregate Offering Registration
Registered Registered Share (2)(3) Price (2)(3) Fee (4)
=====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par 2,915,500(1) (2) $12,001,272 $2,400.25
value $0.1 per share (the
"Common Stock")
=====================================================================================================================
</TABLE>
(1) Includes 1,415,500 shares of Common Stock available for issuance pursuant
to the Company's 1991 Stock Option Plan and 1,500,000 shares of Common
Stock available pursuant to the Company's 1997 Stock Option Plan, plus such
additional number of shares of Common Stock as may be issuable pursuant to
the antidilution provisions under each of the plans registered hereunder.
(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated pursuant to Rules 457(c) and (h)
under the Securities Act of 1933, as amended (the "Act"). The proposed
maximum aggregate offering price equals the sum of (i) the aggregate price
of 20,000 shares of Common Stock issuable under the Company's 1991 Stock
Option Plan pursuant to options having an exercise price of $1.825 per
share ($36,250); (ii) the aggregate offering price of 110,000 shares of
Common Stock issuable under the Company's 1991 Stock Option Plan pursuant
to options having an exercise price of $2.00 per share ($220,000); (iii)
the aggregate offering price of 5,000 shares of Common Stock issuable under
the Company's 1991 Stock Option Plan pursuant to options having an exercise
price of $2.25 per share ($11,250); (iv) the aggregate offering price of
146,550 shares of Common Stock issuable under the Company's 1991 Stock
Option Plan pursuant to options having an exercise price of $2.4375 per
share ($357,216); (v) the aggregate offering price of 75,000 shares of
Common Stock issuable under the Company's 1991 Stock Option Plan pursuant
to options having an exercise price of $2.5625 per share ($192,188); (vi)
the aggregate offering price of 60,000 shares of Common Stock issuable
under the Company's 1991 Stock Option Plan pursuant to options having an
exercise price of $2.625 per share ($157,500); (vii) the aggregate offering
price of 75,000 shares of Common Stock issuable under
<PAGE>
the Company's 1991 Stock Option Plan pursuant to options having an exercise
price of $2.75 per share ($206,250); (viii) the aggregate offering price of
7,500 shares of Common Stock issuable under the Company's 1991 Stock Option
Plan pursuant to options having an exercise price of $3.125 per share
($23,438); (ix) the aggregate offering price of 37,000 shares of Common
Stock issuable under the Company's 1991 Stock Option Plan pursuant to
options having an exercise price of $3.25 per share ($120,250); (x) the
aggregate offering price of 27,500 shares of Common Stock issuable under
the Company's 1991 Stock Option Plan pursuant to options having an exercise
price of $3.375 per share ($92,813); (xi) the aggregate offering price of
88,000 shares of Common Stock issuable under the Company's 1991 Stock
Option Plan pursuant to options having an exercise price of $3.625 per
share ($319,000); (xi) the aggregate offering price of 200,000 shares of
Common Stock issuable under the Company's 1991 Stock Option Plan pursuant
to options having an exercise price of $4.00 per share ($800,000); (xii)
the aggregate offering price of 24,500 shares of Common Stock issuable
under the Company's 1991 Stock Option Plan pursuant to options having an
exercise price of $4.25 per share ($104,125); (xiii) the aggregate offering
price of 43,000 shares of Common Stock issuable under the Company's 1991
Stock Option Plan pursuant to options having an exercise price of $4.3125
per share ($185,438); (xiv) the aggregate offering price of 81,000 shares
of Common Stock issuable under the Company's 1991 Stock Option Plan
pursuant to options having an exercise price of $4.50 per share ($364,500);
(xiv) the aggregate offering price of 65,000 shares of Common Stock
issuable under the Company's 1991 Stock Option Plan pursuant to options
having an exercise price of $4.625 per share ($300,625); (xv) the aggregate
offering price of 37,500 shares of Common Stock issuable under the
Company's 1991 Stock Option Plan pursuant to options having an exercise
price of $4.75 per share ($178,125); (xvi) the aggregate offering price of
7,500 shares of Common Stock issuable under the Company's 1991 Stock Option
Plan pursuant to options having an exercise price of $5.375 per share
($40,313); (xvii) the aggregate offering price of 469,425 shares of Common
Stock issuable under the Company's 1991 Stock Option Plan pursuant to
options having an exercise price of $5.42 per share ($2,544,284); (xviii)
the aggregate offering price of 151,500 shares of Common Stock issuable
under the Company's 1991 Stock Option Plan pursuant to options having an
exercise price of $5.44 per share ($824,160); (xix) the aggregate offering
price of 469,425 shares of Common Stock issuable under the Company's 1991
Stock Option Plan and/or 1997 Stock Option Plan pursuant to options having
an exercise price of $5.42 per share ($2,544,284); (xx) the aggregate
offering price of 450,000 shares of Common Stock issuable under the
Company's 1997 Stock Option Plan pursuant to options having an exercise
price of $3.80 per share ($1,710,000) and (xxi) the product of the 734,525
remaining shares of Common Stock being registered and $4.375 ($3,213,547)
which represents the average of the high and low sale prices for the Common
Stock on the Nasdaq National Market on August 21, 1997.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The registration fee has been calculated pursuant to Section 6(b) of the
Act based on the proposed maximum aggregate offering price.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents which have been filed by Riddell Sports Inc., a
Delaware corporation (the "Registrant" or the "Company"), with the
Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated
herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, which is the Registrant's latest Annual report on Form
10-K filed pursuant to Section 13(a)or 15(d) of the Exchange Act and which
contains audited financial statements for the Registrant's latest fiscal
year for which a Form 10-K was required to have been filed.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ending
March 31, 1997 and June 30, 1997.
(c) Report on Form 8-K dated May 9, 1997
Report on Form 8-K dated June 6, 1997
Report on Form 8-K dated June 19, 1997
(d) The description of the Registrant's Common Stock, par value $0.01 per
share, which is contained in a Registration Statement filed with the SEC
(File No. 33-40488) under Section 12 of the Exchange Act and declared
effective on June 28, 1991, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the Common Stock of
the Company registered hereby have been passed upon for the Registrant by its
General Counsel, Lisa J. Marroni, Esq., New York, New York. Ms. Marroni is a
Vice President of Registrant who as an employee as of August 22, 1997 has been
granted options to acquire 24,000 shares of Common Stock pursuant to the
Company's 1991 Stock Option Plan.
The consolidated financial statements of Registrant as of December 31, 1996
and 1995, and for the years ended December 31, 1994, 1995 and 1996 have been
incorporated by reference in this Registration Statement in reliance upon the
report of Grant Thornton LLP, independent certified public accountants, and upon
the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Varsity Spirit Corporation, a
subsidiary of Registrant, as of December 31, 1996 and 1995 and for the years
ended December 31, 1996 and 1995 and for the nine month period ended December
31, 1994 have been incorporated herein by reference in reliance upon the report
of BDO Seidman, LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
The Indemnification of officers and directors of the Company is governed by
Section 145 of the Delaware General Corporation Law (the "DGCL") and the
Certificate of Incorporation (the "Certificate") and By-Laws of the Company.
Among other things, the DGCL permits indemnification of a director, officer,
employee or agent in civil, criminal, administrative or investigative actions,
suits or proceedings (other than an action by or in the right of the
corporation) to which such person is a party is threatened to be made a party by
reason of the fact of such relationship with the corporation against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe his conduct was unlawful. No
indemnification may be made in any such suit to any person adjudged to be liable
to the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action was brought determines that, despite
that adjudication of liability, such person is under all circumstances, fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper. Under the DGCL, to the extent that a director, officer, employee or
agent is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding or any claim, issue or matter therein (whether or not the
suit is brought by or in the right of the corporation), he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him. In all cases in which indemnification is permitted (unless ordered by a
court), it may be made by the corporation only as authorized in the specific
case upon a determination that the applicable standard has been met by the party
to be indemnified. The statute authorizes the corporation to pay expenses
incurred by an officer or director in advance of a final disposition of a
proceeding upon receipt of an
4
<PAGE>
undertaking by or on behalf of the person to whom the advance will be made, to
repay the advances if it shall ultimately be determined that he was not entitled
to indemnification. The DGCL provides that indemnification and advances of
expenses permitted thereunder are not to be exclusive of any rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. the DGCL also authorizes the corporation to purchase and maintain
liability insurance on behalf of its directors, officers, employees and agents
regardless of whether the corporation would have the statutory power to
indemnify such person against the liabilities insured.
Each of the Certificates and the By-Laws provides that the directors,
officers and others shall be indemnified to the fullest extent authorized by the
DGCL, as in effect (or, to the extent indemnification is broadened, as it may be
amended), against any and all judgments, fines and amounts paid in settling or
otherwise disposing of threatened, pending or completed actions, sits or
proceedings, whether civil, criminal, administrative or investigative and
expenses incurred by such person in connection therewith. The By-Laws further
provide that, to the extent permitted by law, expenses so incurred by any such
person in defending a civil or criminal action or proceeding shall, at his
request, be paid by the Company in advance of the final disposition of such
action or proceeding. The Certificate also eliminates the personal liability of
directors to the fullest extent permitted by the DGCL, as amended from time to
time.
The By-Laws provide that the right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
shall not be exclusive of any other right which any person may have or acquire
under any state law, provision of the Certificate or By-Laws or otherwise.
In addition to the indemnification provided as described below, the Company
is a party to employment agreements with each of Messrs. Nederlander, Toboroff
and Mauer (executive officers and directors of the Company) and Messrs. Cougill
(an executive officer of Riddell, Inc., a wholly owned subsidiary of the
Company) and Gleisner (President of All American Sports Corporation, a wholly
owned subsidiary of the Company) indemnifying such individual against liability
arising out of his actions or the performance of his duties within the scope of
his employment not taken in bad faith. In addition, the employment agreements
entered into by the company and Messrs. Nederlander, Toboroff and Mauer provide
that the Company shall assume primarily responsibility for legal fees incurred
by such person in any action as to which such person is entitled to have his
legal fees paid for by the Company, and that the Company shall pay such fees
directly to counsel rather than reimburse such officer.
The Company maintains directors and officers liability and company
reimbursement insurance which, among other things, (i) provides for payments on
behalf of its officers in their capacity as such and (ii) provides for payment
on behalf of the Company against such loss pursuant to statutory or common law
or pursuant to duly effective Certificate or By-Law provisions.
5
<PAGE>
Item 7. Exemption From Registration Claimed.
Not Applicable.
6
<PAGE>
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Sequential
Exhibit No. Description of Exhibit Page No.
- ---------- ---------------------- --------
4.1 Amended and Restated Articles of Incorporation of
Riddell Sports Inc.(2)
4.2 First Amended and Restated Bylaws of Riddell Sports Inc.
(3)
4.3 1997 Stock Option Plan.(4)
4.4 1991 Stock Option Plan(2) as amended by amendments
described in Riddell Sports Inc.'s proxy materials for its
annual stockholders meetings held on August 20, 1992,
September 30, 1993, June 27, 1996 and June 24, 1997.
5.1 Opinion of General Counsel of Registrant regarding
validity of Common Stock being registered.(1)
23.1 Consent of General Counsel of Registrant (included in
Exhibit 5.1)
23.2 Consent of Grant Thornton LLP(1)
23.3 Consent of BDO Seidman, LLP(1)
24.1 Powers of Attorney (included on page ___ hereof).
Footnotes:
- ----------
(1) Filed herewith.
(2) Incorporated by reference to Registrant's Form 10-Q dated November 11,
1996.
(3) Incorporated by reference to Registrant's Form 10-K for the year ended
December 31, 1995.
(4) Incorporated by reference to Registrant's Proxy Statement filed June 6,
1997.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration
7
<PAGE>
statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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.
(c) In so far as indemnification for liabilities arising under the 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 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act will be governed by the final
adjudication of such issue.
8
<PAGE>
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 New York on this 22nd day of
August, 1997.
RIDDELL SPORTS INC.
By:/s/ DAVID MAUER
---------------
David M. Mauer
Chief Executive Officer,
President and Director
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DAVID M. MAUER, DAVID GROELINGER AND LISA
MARRONI, and each of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities to sign any and 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
attorney-in-fact and agent: full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes and he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/DAVID M. MAUER Chief Executive Officer August 22, 1997
- ----------------------- President and Director
David M. Mauer
ROBERT E. Chairman of the Board August 22, 1997
NEDERLANDER
- ----------------------
Robert E. Nederlander
JEFFREY G. WEBB Vice Chairman of the Board, August 22, 1997
- ----------------------- President and Chief Operating
Jeffrey G. Webb Officer of the Varsity Spirit
Division
9
<PAGE>
LEONARD TOBOROFF Vice President and Director August 22, 1997
- ---------------------------
Leonard Toboroff
DAVID GROELINGER Executive Vice President and August 22, 1997
- ---------------------------- Chief Financial Officer
David Groelinger (Principal Financial Officer)
LAWRENCE SIMON Senior Vice President August 22, 1997
- ---------------------------- (Principal Accounting
Lawrence F. Simon Officer)
DON R. KORNSTEIN Director August 22, 1997
- ----------------------------
Don R. Kornstein
JOHN MCCONNAUGHY, Director August 22, 1997
JR.
- ----------------------------
John McConnaughy, Jr.
GLENN E. Director August 22, 1997
SCHEMBECHLER
- ----------------------------
Glenn E. Schembechler
DAN COUGILL President and Chief Operating August 22, 1997
- ----------------------------- Officer of the Riddell Group
Dan Cougill Division
10
Exhibit 5.1
August 22, 1997
Riddell Sports Inc.
900 Third Avenue
New York, New York 10022
Re: Registration Statement on Form S-8 of Riddell Sports Inc.
Ladies and Gentlemen:
I am the General Counsel of Riddell Sports Inc., a Delaware corporation
(the "Company"), and am delivering this opinion in connection with the
preparation of a Registration Statement on Form S-8, which is being filed by the
Company with the Securities and Exchange Commission (the "Commission") on August
25, 1997 (the "Registration Statement"), relating to the registration and
issuance by the Company under the Securities Act of 1933, as amended (the
"Act"), of up to an aggregate of 2,915,500 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of the Company, under the
Company's 1991 Stock Option Plan (the "1991 Plan") and 1997 Stock Option Plan
(the "1997 Plan"). The 1991 Plan and 1997 Plan are collectively referred to as
the "Plans."
This opinion is being furnished to you in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate as a basis for the
opinions set forth herein, including, without limitation, (i) the Registration
Statement, (ii) each of the Plans, (iii) the Amended and Restated Certificate of
Incorporation of the Company, as currently in effect, (iv) the Amended and
Restated By-Laws of the Company, as currently in effect, (v) a specimen
certificate representing the Common Stock and (vi) copies of certain resolutions
adopted by the Board of Directors of the Company relating to, among other
things, the Plans, the Registration Statement and related matters.
11
<PAGE>
In my examination, I have assumed, and have not independently verified, the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of documents executed by parties other than
the Company I have assumed that such parties had the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate and other, and execution
and delivery by such parties of such documents and the validity, binding effect
and enforceability thereof. As to any facts material to the opinions expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of officers and other representatives of the
Company and others.
I am admitted to the Bar of the State of New York and this opinion is
limited to matters of New York law. Accordingly, I express no opinion as to the
law of any other jurisdiction.
Based upon and subject to the foregoing and assuming (i) the approval an
adoption of the 1991 Plan and 1997 Plan by the stockholders of the Company and
(ii) the conformity of the certificates representing the Shares to the form of
specimen thereof examined by me and the due execution and delivery of such
certificates, I am of the opinion that the Shares have been duly authorized by
requisite corporate action by the Company, and, when issued, delivered and paid
for in accordance with the terms and conditions of the Plans, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to me under the caption
"Experts and Counsel" in the registration Statement. In giving this consent, I
do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the 1933 Act of the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
LISA MARRONI
-------------------------
Lisa Marroni
12
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated March 14, 1997 accompanying the consolidated
financial statements and schedule of Riddell Sports, Inc. and subsidiaries
appearing in the 1996 Annual Report of the Company on Form 10-K for the year
ended December 31, 1996 which are incorporated by reference in this
Registration Statement on Form S-8. We consent to the incorporation by
reference in the Registration Statement of the aforementioned reports and
to the use of our name as it appears under the caption "Interest of
Named Experts and Counsel."
GRANT THORNTON LLP
Chicago, Illinois
August 22, 1997
Exhibit 23.3
Consent of BDO Seidman, LLP
To the Board of Directors
Riddell Sports Inc.
New York, New York
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (the "Registration Statement") filed by Riddell Sports Inc. of our
report dated February 12, 1997, relating to the consolidated financial
statements of Varsity Spirit Corporation, which report appears in the Form 8-K
of Riddell Sports Inc. dated June 19, 1997.
We also consent to the reference to us under the caption, "Interests of Named
Experts and Counsel", in the Registration Statement.
BDO SEIDMAN, LLP
Memphis, Tennessee
August 21, 1997
14
