As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
Bedford Property Investors, Inc.
(Exact name of Registrant as specified in its charter)
Maryland 68-0306514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
270 Lafayette Circle
Lafayette, California 94549
(Address of Principal Executive Offices)
Bedford Property Investors, Inc. 401(k) Plan
(Full title of the plan)
-------------------------
Peter B. Bedford
Bedford Property Investors, Inc.
270 Lafayette Circle
Lafayette, California 94549
(Name and address of agent for service)
(925) 283-8910
(Telephone number, including area code, of agent for service)
-------------------------
Copy to:
Kevin P. Kennedy, Esq.
Shearman & Sterling
1550 El Camino Real
Menlo Park, CA 94025-4100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered (1) Share (2) Offering Price (2) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 150,000 $15.75 $2,362,500 $657
par value $.02 per share Shares
====================================================================================================================
<FN>
(1) Represents 150,000 shares of Common Stock of Bedford Property Investors, Inc., par value $0.02 per share,
(The "Common Stock") issuable pursuant to the Bedford Property Investors, Inc. 401(k) Plan (the "Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the Plan.
(2) The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange
consolidated reporting system on March 17, 1999 in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended, and is being utilized solely for the purpose of calculating the
registration fee.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the
"Commission") by Bedford Property Investors, Inc. (The "Registrant") are
incorporated by reference in this Registration Statement:
(a) The Registrants's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1998;
(c) The Registrant's Current Report on Form 8-K filed on June 23, 1998;
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(e) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998;
(f) The Registrant's Quarterly Report on Form 10-Q/A for the fiscal
quarter ended June 30, 1998;
(g) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998;
(h) The description of the Registrant's Common Stock, set forth in the
Registrant's registration statement of Form 8-B as filed with the
Commission on July 26, 1993, under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"); and
All documents subsequently filed by the Registrant pursuant to Sections
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 that have not been
sold, also shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
2
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law ("MGCL") permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except for
liability resulting from (a) actual receipt of an improper personal benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgement as being material to the cause of action. The
Charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by the MGCL.
The Charter of the Registrant authorizes it, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer or (b) any individual who, while a director of the
Registrant and at the request of the Registrant, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise. The Bylaws of the
Registrant obligate it, to the maximum extent permitted by Maryland law, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Registrant who is made a party to
the proceeding by reason of his service in that capacity or (b) any individual
who, while a director of the Registrant and at the request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Registrant's Charter
and Bylaws also permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the capacities
described above and to any employee or agent of the Registrant or a predecessor
of the Registrant.
The MGCL requires a corporation (unless its charter provides otherwise, which
the Registrant's Charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, and certain other parties, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the indemnified party was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the indemnified party actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the indemnified party had
<PAGE>
3
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal judgment was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL requires the
Registrant, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Registrant as
authorized by the Bylaws and (b) a written undertaking by him or on his behalf
to repay the amount paid or reimbursed by the Registrant if it shall ultimately
be determined that the standard of conduct was not met.
Peter B. Bedford's employment agreement provides that the Registrant shall
indemnify Mr. Bedford to the fullest extent permitted by law, provided that the
indemnification applies to Mr. Bedford only so long as he acts in good faith and
is not found to be guilty of recklessness or willful or wanton misconduct.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Specimen Stock Certificate (incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-2, commission File No. 333-921).
4.2 Charter of the Registrant, as amended (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997).
4.3 Amended and Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the
legality of the Registrant's Common Stock.
<PAGE>
4
5.2 Internal Revenue Service determination letter dated December
8, 1997
23.1 Consent of KPMG LLP, independent certified public accountants.
23.2 Consent of Ballard Spahr Andrews & Ingersoll LLP (included in
Exhibit 5.1)
24 Powers of Attorney (included on signature page).
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:
(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 end 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 a 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 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 statement relating to the securities
offered therein, and the
<PAGE>
5
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 bring
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) Insofar as indemnification for liabilities arising under the
Securities Exchange 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 event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of the 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 and will be governed
by the final adjudication of such issue.
<PAGE>
6
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 Lafayette, State of California on the 16th day
of March, 1999.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Peter B. Bedford
--------------------------------------
Name: Peter B. Bedford
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Oakland, state of
California, on March 16, 1999.
BEDFORD PROPERTY INVESTORS, INC.
401(k) PLAN
By: /s/ Peter B. Bedford
--------------------------------------
Name: Peter B. Bedford
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter B. Bedford and Hahn Kihara, and each of them
acting alone, his true and lawful attorneys-in-fact and agents, 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) and supplements to this Registration Statement and any and all
related registration statements necessary to register additional securities, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange
<PAGE>
7
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on March 16, 1999.
Signature Title
--------- -----
/s/ Peter B. Bedford Chairman of the Board and
- ----------------------------------- Chief Executive Officer
Peter B. Bedford
/s/ Hanh Kihara Senior Vice President and Chief
- ----------------------------------- Financial Officer (Principal
Hanh Kihara Financial and Accounting
Officer)
/s/ Claude M. Ballard Director
- -----------------------------------
Claude M. Ballard
/s/ Anthony M. Downs Director
- -----------------------------------
Anthony M. Downs
/s/ Thomas G. Eastman Director
- -----------------------------------
Thomas G. Eastman
/s/ Anthony M. Frank Director
- -----------------------------------
Anthony M. Frank
/s/ Thomas H. Nolan, Jr. Director
- -----------------------------------
Thomas H. Nolan, Jr.
/s/ Martin I. Zankel Director
- -----------------------------------
Martin I. Zankel
<PAGE>
9
Exhibit Index
Exhibit No. Description of Document
The following exhibits are filed as part of this Registration
Statement:
4.1 Specimen Stock Certificate (incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration Statement of
Form S-2, commission File No. 333-921).
4.2 Charter of the Registrant, as amended (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997).
4.3 Amended and Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the
legality of the Registrant's Common Stock.
5.2 Internal Revenue Service determination letter dated December
8, 1997
23.1 Consent of KPMG LLP, independent certified public accountants.
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5.1)
24 Powers of Attorney (included on signature page).
March 19, 1999
Bedford Property Investors, Inc.
270 Lafayette Circle
Lafayette, CA 94549
Re: Bedford Property Investors, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Bedford Property
Investors, Inc., a Maryland corporation (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of 150,000
shares (the "Shares") of common stock, $.02 par value per share, of the Company
("Common Stock"), covered by the above-referenced Registration Statement (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
1933 Act"). The Shares are to be issued by the Company pursuant to the Bedford
Property Investors, Inc. 401(k) Plan (the "Plan").
In connection with our representation of the Company, and as
a basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, in the form in which it was
transmitted by the Company to the Securities and Exchange Commission (the
"Commission"), pursuant to the 1933 Act;
2. The charter of the Company (the "Charter"), certified as
of a recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT',);
3. The Amended and Restated Bylaws of the Company, certified
as of the date hereof by an officer of the Company;
4. Resolutions adopted by the Board of Directors of the
Company relating to the Plan and the issuance and registration of the Shares,
certified as of the date hereof by an officer of the Company;
<PAGE>
Bedford property Investors, Inc.
March 19, 1999
Page 2
5. The Plan;
6. The form of certificate representing a share of Common
Stock, certified as of the date hereof by an officer of the Company;
7. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
8. A certificate executed by an officer of the Company, dated
the date hereof; and
9. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf
of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding and are enforceable in accordance
with all stated terms.
4. Any Documents submitted to us as originals are authentic.
The form and content of the Documents submitted to us as unexecuted drafts do
not differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. Any Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete. There has been no
oral or written
<PAGE>
Bedford property Investors, Inc.
March 19, 1999
Page 3
modification of or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant
to the Plan and, when and if issued and delivered against payment therefor and
otherwise in the manner described in the Resolutions, the Registration Statement
and the Plan, will be (assuming that upon any such issuance the total number of
shares of Common stock issued and outstanding will not exceed the total number
of shares of Common Stock that the Company is then authorized to issue under the
Charter) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to compliance with any federal or state
securities laws, including the securities laws of the State of Maryland, or as
to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion on
such matter. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior written consent.
<PAGE>
Bedford Property Investors, Inc.
March 19, 1999
Page 4
we hereby consent to the filing of this opinion all an exhibit to the
Registration Statement and to the use of the name of our firm therein. in giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Employer Identification Number
Date: December 8, 1997 68-0306514
DLN:
BEDFORD PROPERTY INVESTORS INC 17007113180007
C/O KEVIN MOORE Person to Contact:
LAWRENCE JOHNSON & ASSOC DAVID BECKERMAN
1901 HARRISON ST. STE 1400 Contact Telephone Number:
OAKLAND, CA 94612 (213) 725-2531
Plan Name:
BEDFORD PROPERTY INVESTORS,
INC.
401(K) PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See Section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statues.
This determination letter is applicable for the amendment(s) adopted on
7/10/96.
This determination letter is applicable for the plan adopted on
7/31/95.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
<PAGE>
This plan satisfies the nondiscriminatory current availability
requirements of section 1.40a(a)(4)- 4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefitting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or features
for which you have provided information.
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as amended
by the Uruguay Round Agreements Act, Pub. L. 103- 465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements
of Code section 401(a)(26).
Based on the information supplied, we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ David Beckerman
---------------------------------
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Letter 835 (DO/CG)
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Bedford Property Investors, Inc.:
We consent to the incorporation by reference herein of our report dated February
2, 1998, relating to the consolidated balance sheets of Bedford Property
Investors, Inc. as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholders equity and cash flows for each of the years
in the three-year period ended December 31, 1997, and the related financial
statement schedule as of December 31, 1997, which report appears in the December
31, 1997 annual report on Form 10-K of Bedford Property Investors, Inc.
/s/ KPMG LLP
San Francisco, California
March 18, 1999
