<PAGE> 1
As filed with the Securities and Exchange Commission on March 9, 1998
Registration No. 333-45889
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Pre-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________________
PETCO ANIMAL SUPPLIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0479906
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
_____________
9125 Rehco Road
San Diego, California 92121
(619) 453-7845
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______
Copies to:
BRIAN K. DEVINE THOMAS A. EDWARDS, ESQ.
Chairman Latham & Watkins
9125 Rehco Road 701 "B" Street, Suite 2100
San Diego, California 92121 San Diego, California 92101
(619) 453-7845 (619) 236-1234
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Aggregate Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee(2)
________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value 1,787,285 $23.31 $41,661,613 $12,291
=========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457, and based on a per share price of $23.31,
the average of the high and low prices of the Company's common stock as reported
on the Nasdaq National Market on February 5, 1998.
(2) Previously paid.
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 1 of 14
Exhibit Index on Page 14
<PAGE> 2
PROSPECTUS
PETCO ANIMAL SUPPLIES, INC.
1,787,285 Shares of Common Stock, Par Value $.0001 Per Share
This Prospectus relates to 1,787,285 shares of common stock, par value
$.0001 per share (the "Common Stock"), of Petco Animal Supplies, Inc., a
Delaware corporation (the "Company"), which may be offered from time to time by
certain stockholders of the Company (such holders being hereinafter described as
the "Selling Stockholders"). The shares of Common Stock to be registered
hereunder are hereinafter referred to as the "Securities." The Selling
Stockholders acquired the Securities in private placements of the Common Stock
in October and November 1997 in connection with the acquisition by the Company
of certain companies owned and operated by the Selling Stockholders.
All of the Securities are to be offered for the account of the Selling
Stockholders. The Selling Stockholders, directly or through agents, dealers or
underwriters, may offer and sell from time to time all or any part of the
Securities held by each of them in amounts and on terms to be determined or at
quoted prices then prevailing on the Nasdaq National Market. To the extent
required, the amounts of the Securities to be sold, purchase prices, public
offering prices, the names of any agents, dealers or underwriters, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying Prospectus Supplement or, if appropriate, a post-
effective amendment to the Registration Statement of which this Prospectus is a
part. The Selling Stockholders reserve the sole right to accept and, together
with any agent of the Selling Stockholders, to reject in whole or in part any
proposed purchase of the Securities. The Selling Stockholders will pay any
sales commissions or other seller's compensation applicable to such
transactions. The Selling Stockholders and agents who execute orders on their
behalf may be deemed to be underwriters as that term is defined in Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"), and a portion
of any proceeds of sales and discounts, commissions or other seller's
compensation may be deemed to be underwriting compensation for purposes of the
Securities Act. Certain of the Selling Stockholders may pledge or otherwise
encumber shares covered by this Prospectus pursuant to agreements with lenders,
and to the extent such shares subsequently become the property of such lenders
pursuant to such agreements, such shares may be offered and sold from time to
time by such lenders in the manner set forth above. The Company has agreed to
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
The Company will not receive any of the proceeds from the sale of the
Securities.
The Company has agreed to pay all costs of the registration of the
Securities. Such costs, fees and disbursements are estimated to be
approximately $35,000.
The Common Stock to be registered hereunder is listed for trading on the
Nasdaq National Market under the symbol "PETC."
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
_______________________________
The date of this Prospectus is March __, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These materials can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the public reference section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Electronic reports, proxy
statements and other information filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval system are publicly available through the
Commission's Web site (http://www.sec.gov). In addition, the Common Stock is
listed on the Nasdaq National Market and similar information concerning the
Company can be inspected and copied at the offices of the National Association
of Securities Dealers, Inc., 1735 "K" Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement"), with
respect to the Securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information about the Company and the Securities
offered hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended February 1, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended May 3, 1997;
(c) Quarterly Report on Form 10-Q for the quarter ended August 2, 1997;
(d) Quarterly Report on Form 10-Q for the quarter ended November 1, 1997;
(e) Annual report on Form 11-K for the Company's 401(k) Plan for the
fiscal year ended February 1, 1997; and
(f) The description of the Common Stock set forth in the Registration
Statement on Form 8-A dated February 28, 1994, as amended by the
Company's Form 8-A/A dated March 15, 1994.
<PAGE> 4
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained 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 also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
A copy of any or all of the documents incorporated herein by reference
(other than exhibits unless such exhibits are specifically incorporated by
reference in any such document) will be provided without charge to any person,
including a beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request. Requests for such copies should be addressed to
the Secretary of the Company, 9125 Rehco Road, San Diego, California 92121
(telephone number: (619) 453-7845).
<PAGE> 5
THE COMPANY
Certain statements in this Prospectus that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results of the Company to be materially different from historical
results or from any results expressed or implied by such forward-looking
statements. These factors are discussed under the caption "Certain Cautionary
Statements" in the Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997.
The Company is a leading specialty retailer of premium pet food and
supplies. As of November 1, 1997, the Company operated 451
stores, including 383 superstores, in 33 states and the District of Columbia.
The Company's strategy is to become the leading category-dominant national chain
of community pet food and supply superstores by offering its customers a
complete assortment of pet-related products at competitive prices, with superior
levels of customer service at convenient locations. The Company believes that
this strategy provides it with a competitive advantage by combining the broad
merchandise selection and everyday low prices of a pet supply warehouse store
with the convenience and service of a neighborhood pet supply store.
The Company currently utilizes both superstore and traditional store
formats. The Company's expansion strategy is to open and acquire superstores,
including relocations, expansions or remodels of existing traditional stores
into superstores ("conversions"), and to close underperforming stores. In
fiscal 1996, the Company opened or acquired 92 superstores, including 24
conversions, closed 8 stores and merged with companies with 30 superstores. In
fiscal 1997 through November 1, 1997, the Company had opened or acquired 51
superstores, including 9 conversions, closed 4 stores and merged with companies
with 67 stores.
A significant part of the Company's expansion strategy is to capitalize on
the consolidation of the fragmented pet food and supply industry. The Company
believes that there are acquisition opportunities which would allow the Company
to attract new customers in existing markets, enter new markets and leverage
operating costs. Generally, the Company seeks to acquire established and well-
located stores or chains of stores which are similar in size and format to the
Company's existing superstores.
The Company's stores carry a complete assortment of leading brand name
premium food for dogs and cats, such as Iams, Nature's Recipe, Nutro and Science
Diet, as well as selected mass brand foods, and a broad assortment of supplies
for dogs and cats, such as collars and leashes, grooming products, toys, pet
carriers, cat furniture, dog houses, vitamins, treats and veterinary supplies.
The Company's superstores also offer fish, reptiles, birds, other small animals
and related food and supplies, as well as grooming services in many of its
stores. The Company's pricing strategy is to offer everyday low prices on all
food items which are important in attracting and retaining customers. The
Company believes that offering competitive prices on key food items increases
customer traffic and generates sales of higher margin pet supplies. The
Company's large buying volume and sophisticated distribution network allows it
to compete effectively on price. The Company modifies its pricing policies by
regional or local markets and is able to institute overnight price changes, as
necessary, to meet market competition. The Company's price guarantee program
offers to match all competitors' advertised prices.
<PAGE> 6
The Company's prototype 15,000 square foot superstores carry a complete
merchandise assortment of more than 10,000 active stock keeping units ("SKUs")
of high quality pet-related products. This is equivalent to the number of SKUs
carried by a typical pet supply warehouse store and far exceeds the
approximately 2,000 such items in a typical independent pet store, 500 such
items in a typical mass merchant, 400 such items in a typical supermarket and 20
such items in a typical warehouse club. The Company's traditional stores, which
average 3,500 square feet, also carry a wide variety of premium pet food and
supplies (approximately 5,000 active SKUs). The Company's stores are located in
high-traffic retail areas with ample parking, often in community shopping
centers anchored by a large supermarket. Most of the Company's store managers
and sales associates are better able to assist customers with their needs
because they are pet owners and enthusiasts. The Company's superstores are
brightly illuminated with colorful fixtures and graphics and feature prominent
and attractive signage which is designed to create a customer-friendly
environment. The Company believes that its superstore format allows it to
create a more customer-friendly environment than pet supply warehouse stores
because of its size, layout and design.
The Company's executive offices are located at 9125 Rehco Road, San Diego,
California 92121, and its telephone number is (619) 453-7845. The Company is
incorporated under the laws of the State of Delaware.
<PAGE> 7
SELLING STOCKHOLDERS
All of the Securities offered hereby will be sold for the account of the
Selling Stockholders. Information regarding the Selling Stockholders is set
forth in the following table.
<TABLE>
<CAPTION>
Stock Owned Stock Offered for Stock Owned
Registered Owners Prior to Offering Stockholders Acct. After Offering
- ----------------- --------------- --------------- -------------
<S> <C> <C> <C>
Comdisco, Inc. 5,397 5,397 0
Petra Capital, LLC 36,189 36,189 0
Gordon W. Elliot 1,596 1,596 0
Allsop Venture Partners III, L.P. 413,299 413,299 0
Kinship Partners II, L.P. 123,745 123,745 0
Allstate Insurance Company 308,774 308,774 0
Allstate Life Insurance Company 155,085 155,085 0
Alpha Capital Venture Partners, L.P. 34,504 34,504 0
Alpha Capital Fund II, L.P. 60,755 60,755 0
Saugatuck Capital Company
Limited Partnership III 389,808 389,808 0
Raymond L. Guyer 6,497 6,497 0
Simon Handelsman 6,497 6,497 0
PaineWebber Incorporated 1,299 1,299 0
Barry C. Lyngard 81,280 81,280 0
John C. Singleton 81,280 81,280 0
Morton Sand 81,280 81,280 0
</TABLE>
None of the Selling Stockholders has any position, office or other
material relationship with the Company or any of its affiliates (or had any such
position, office or material relationship within the past three years), or will
own greater than one percent of the Common Stock of the Company after this
offering, except that Raymond L. Guyer and Barry C. Lyngard are currently non-
officer and non-director employees of the Company.
PLAN OF DISTRIBUTION
The Selling Stockholders are entitled to distribute from time to time up
to 1,787,285 shares of the Securities, representing approximately 8.5% of the
outstanding Common Stock of the Company on November 1, 1997. The Selling
Stockholders' plan of distribution is set forth on the cover page of this
Prospectus.
<PAGE> 8
EXPERTS
The financial statements of the Company as of February 3, 1996 and
February 1, 1997, and for each of the years in the three-year period ended
February 1, 1997, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
The financial statements of Pet Food Warehouse, Inc. as of February 3,
1996, and for the years ended January 28, 1995 and February 3, 1996, included in
the Annual Report on Form 10-K and incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Latham & Watkins, San Diego, California.
<PAGE> 9
===========================================================
No dealer, salesperson or other individual has been
authorized to give any information or 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 by the Company to sell, or a
solicitation of an offer to buy, the securities offered
hereby in any jurisdiction where, or to any person to whom,
it is unlawful to make an offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that
there has been any change in the affairs of the Company
since the date hereof or that the information contained
herein is correct or complete as of any time subsequent to
the date hereof.
______________________
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . 7
====================================================
====================================================
1,787,285 Shares
Petco Animal
Supplies, Inc.
Common Stock
____________________
P R O S P E C T U S
____________________
March __, 1998
====================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses to be incurred in
connection with this Registration Statement. All such expenses will be paid by
the Company.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee . . . $12,291
Blue Sky fees and expenses . . . . . . . . . . . . . . . . 2,000
Public accountants' fees . . . . . . . . . . . . . . . . . 5,000
Company legal fees and expenses . . . . . . . . . . . . . 10,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . 5,709
TOTAL . . . . . . . . . . . . . . . . . . . . . $35,000
</TABLE>
All of the above items except the registration fee are estimates.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law.
Delaware law permits, but does not require, a corporation to indemnify officers,
directors, employees or agents and expressly provides that the indemnification
provided for under Delaware law shall not be deemed exclusive of any
indemnification right under any bylaw, vote of stockholders or disinterested
directors, or otherwise. Delaware law permits indemnification against expenses
and certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of the Company, provided that
each such person acted in good faith and in a manner that he or she reasonably
believed was in or not opposed to the Company's best interests and in the case
of a criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Delaware law does not allow indemnification of directors in the
case of an action by or in the right of the Company (including stockholder
derivative suits) unless the directors successfully defend the action or
indemnification is ordered by the court.
The Company has entered into indemnification agreements with certain
officers and directors to effectuate these indemnity provisions.
II-1
<PAGE> 11
Item 16. Exhibits.
5.1 Opinion of Latham & Watkins.(1)
23.1 Consent of Latham & Watkins.(1)
23.2 Consent of KPMG Peat Marwick LLP.(1)
23.3 Consent of Arthur Andersen LLP.(1)
24.1 Power of Attorney.(1)
______________
(1) Previously filed.
Item 17. Undertakings.
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;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (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 with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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> 12
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 this 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.
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Diego, State of California, on the 6th day of March, 1998.
PETCO ANIMAL SUPPLIES, INC.
By:/S/ RICHARD C. ST. PETER
________________________
Richard C. St. Peter
Executive Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Pre-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
________ ___ ___
<S> <C> <C>
/S/ BRIAN K. DEVINE* Chairman, President and Chief Executive March 6, 1998
____________________ Officer (Principal Executive Officer)
Brian K. Devine
/S/ RICHARD C. ST. PETER Executive Vice President,Chief Financial March 6, 1998
____________________ Officer and Secretary (Principal Financial Officer)
Richard C. St. Peter
/S/ JAMES M. MYERS* Senior Vice President, Finance (Principal March 6, 1998
____________________ Accounting Officer)
James M. Myers
/S/ ANDREW G. GALEF* Director March 6, 1998
____________________
Andrew G. Galef
/S/ RICHARD J. LYNCH, JR.* Director March 6, 1998
____________________
Richard J. Lynch, Jr.
/S/ JIM F. MCCANN* Director March 6, 1998
____________________
Jim F. McCann
/S/ PETER M. STARRETT* Director March 6, 1998
____________________
Peter M. Starrett
*By:/S/ RICHARD C. ST. PETER
____________________________
Richard C. St. Peter
Attorney-in-Fact
II-4
<PAGE> 14
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement on
Form S-3 or are incorporated herein by reference.
</TABLE>
<TABLE>
<CAPTION>
Exhibit No. Description Page
___________ _______ ____
<S> <C> <C>
5.1 Opinion of Latham & Watkins.(1) __
23.1 Consent of Latham & Watkins.(1) --
23.2 Consent of KPMG Peat Marwick LLP.(1) __
23.3 Consent of Arthur Andersen LLP.(1) __
24.1 Power of Attorney.(1) --
</TABLE>
______________
(1) Previously filed.
