As filed with the Securities and Exchange Commission on September 25, 1997
Registration No. _______________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GAYLORD COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1421571
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4006 Venture Court, Columbus, Ohio 43228
(Address of principal executive offices) (Zip Code)
Consulting Agreement between Gaylord Companies, Inc. and Rocco Siclari
(Full title of the plan)
Not applicable
(Name and address of agent for service)
(614) 771-2777
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Title of Each Class of Securities Amount to Proposed Proposed
to be Registered be Offering Price Aggregate Amount of
Registered Per Share(1) Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01 par value
("Common Stock")....................... 300,000 .59375 178,125 $53.98
- -------------------------------------------------------------------------------------------------------
Total Registration Fee................... $53.98
=======================================================================================================
</TABLE>
(1) Pursuant to Rule 457, the offering price of such shares is estimated solely
for the purpose of determining the registration fee.
<PAGE>
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement.
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1996;
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on
August 3, 1995 under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement, 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 or incorporated or deemed to be
incorporated by reference 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
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<PAGE>
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Martin C. Licht, a director of the Company, is a member of Lane &
Mittendorf LLP, counsel to the Company.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits, in
general, a Delaware corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or she
was a director or officer of the corporation, or served another entity in any
capacity at the request of the corporation, against any judgment, fines, amounts
paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.
The Company's Certificate of Incorporation provides, in general, that
the Company shall indemnify, to the fullest extent permitted by Section 145 of
the DGCL, any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in, or covered by, said section. The Certificate of
Incorporation also provides that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions taken in his or her official capacity
and as to acts in another capacity while holding such office.
In accordance with that provision of the Certificate of Incorporation,
the Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at the Company's request) made, or threatened
to be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be available if a
judgment or other final adjudication adverse to such director or officer
establishes that (i) his or her acts were committed in bad faith or were the
result of active and
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<PAGE>
deliberate dishonesty or (ii) he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Number Description of Exhibit
4.1 -- Consulting Agreement between the Company and Rocco Siclari.
5.1 -- Opinion of Lane & Mittendorf LLP
23.1 -- Consent of Feldman Radin & Co., P.C.
Item 9. UNDERTAKINGS.
1. The undersigned, Company, hereby undertakes:
(a) To file, during any period in which the Company offers or
sells securities, a post-effective amendment(s) to this registration statement:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) To reflect in the prospectus any facts or events
which, individually or together represent a
fundamental change in the information in the
registration statement; and
(3) To include any additional or changed 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;
Provided, however, that paragraphs 1(a)(1) and 1(a)(2) do not
apply if the information required to be included in a post-effective,
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to section 13 or section
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<PAGE>
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(b) 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; and
(c) 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.
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 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission (the "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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
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<PAGE>
SIGNATURES
The Registrant. 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 Columbus, State of Ohio, on September 24, 1997.
GAYLORD COMPANIES, INC.
By: /s/ John D. Critser
John D. Critser, President, Chief Operating
Officer, Director
By: /s/ John Gaylord
John Gaylord, Chairman of the Board, Chief
Executive Officer, Treasurer, Chief
Financial Officer and Director
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.
Name Title Date
/s/ John D. Critser
John D. Critser President, Chief Operating Officer, September 24, 1997
Director
/s/ John Gaylord
John Gaylord Chairman of the Board, Chief September 24, 1997
Executive Officer, Treasurer, Chief
Financial Officer and Director
/s/ George Gaylord
George Gaylord Senior Chairman of the Board September 24, 1997
/s/ Martin C. Licht
Martin C. Licht Director September 24, 1997
EXHIBIT 4.1
CONSULTING AGREEMENT
AGREEMENT dated as of September 24, 1997 by and between GAYLORD
COMPANIES, INC., a Delaware corporation having an office at 4006 Venture Court,
Columbus, Ohio 43228 (the "Company"), and ROCCO SICLARI (the "Consultant"),
having an office at 2 Catawba Court, West Nyack, New York 10994.
W I T N E S S E T H:
WHEREAS, the Company wishes to retain Consultant to provide the
Company with certain consulting services and Consultant is willing to provide
such consulting services, on the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises and of
the mutual covenants and agreements hereinafter contained, the parties hereby
agree as follows:
SECTION 1. Retention; Duties. On the terms and subject to the conditions herein
contained, the Company hereby engages Consultant as a consultant, and Consultant
hereby accepts such engagement. Consultant's duties shall be to consult with the
Board of Directors and management of the Company, from time to time, as
requested by the Company with regard to operations, strategic planning and
business development, including, but not limited to:
(a) targeting of acquisitions for the Company;
(b) evaluation and analysis of prospective acquisitions for the
Company;
<PAGE>
(c) preparation and review of a long-range business plan for the
Company, including the preparation of budgets and projections;
(d) a detailed evaluation of the Company's competition in new and
existing markets;
(e) analysis of information on a periodic basis (at least
quarterly) concerning the financial performance of the Company and the markets
in which it operates;
(f) assistance with negotiations with the Company's institutional
lenders;
(g) evaluation of the Company's compensation arrangements with its
officers and employees;
(h) review of the Company's store design and store locations;
(i) assist the Company in negotiating with landlords and obtaining
additional store locations, including the preparation of a market analysis for
each new location; and
(j) such other aspects of the business of the Company as Consultant
and the Company may agree from time to time.
Consultant agrees to use his best efforts to perform all services
required hereunder in a competent and timely manner.
SECTION 2. Term of the Agreement.
(a) The term of this Agreement shall commence as of the date first set
forth above, and, unless earlier terminated pursuant hereto, shall continue for
a period of two (2) years.
(b) In the case of any material breach by Consultant of his obligations
under this Agreement, the Company may terminate this agreement upon thirty (30)
days written notice, such notice to describe the breach in detail, unless
Consultant has cured the breach within such thirty
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<PAGE>
(30) day period, or in the event that the breach cannot be cured within such
period, Consultant has commenced with due diligence to cure such breach.
(c) The termination of this Agreement by either party hereto shall not
affect, restrict, diminish or remove any rights, obligations or remedies held or
arising by either party under the terms of this Agreement up to and through the
effective date of termination hereof.
SECTION 3. Consultant's Compensation.
The Company shall issue to Consultant 300,000 shares of the Company's
common stock, $.01 par value (the "Common Stock").
SECTION 4. Other Benefits and Expenses
The Company shall pay or reimburse Consultant for all reasonable and
necessary expenses incurred by him in connection with his duties hereunder, upon
submission by Consultant to the Company of such written evidence of such expense
as the Company may require. The Consultant shall obtain the prior written
approval of the Company for any expense in excess of $200.
SECTION 5. Confidentiality. Consultant understands that, in performing his
responsibilities hereunder, he will have access to Confidential Information (as
hereinafter defined) of the Company. Consultant shall hold in strict confidence
unless compelled to disclose by judicial or administrative process, or, in the
opinion of counsel, by other requirements of law, Confidential Information (as
hereinafter defined) and shall not release or disclose such information to any
other person, except his employees, auditors, attorneys, representatives and
other advisors and
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<PAGE>
agents in connection with this Agreement and the services to be provided
hereunder, provided that any such person shall have first been advised of and
agreed to the confidentiality provisions of this Section 5. For purposes hereof,
"Confidential Information" shall mean all information of any kind which the
Company deems to be confidential, except information (1) disclosed in any filing
by the Company pursuant to the Securities Exchange Act of 1934, (2) available to
the public other than as a result of a disclosure by Consultant in violation of
the terms hereof, (3) available to Consultant on a non-confidential basis prior
to disclosure to Consultant by the Company, or (4) available to Consultant on a
non-confidential basis from a source other than the Company, provided that such
source is not known by Consultant to be bound by a confidentiality agreement
with the Company or otherwise is known by Consultant to be prohibited by a
contractual, legal or fiduciary obligation from transmitting the information to
Consultant.
SECTION 6. No Solicitation. Consultant agrees that during the term of this
Agreement and for a period of one (1) year following the expiration of this
Agreement, he will not solicit the employment of any employee of the Company on
behalf of any other person, firm, corporation or other entity or otherwise
interfere with the employment relationship between any employee or officer of
the Company and the Company.
SECTION 7. Limitation of Liability; Indemnification.
(a) Consultant shall have no liability to the Company, its shareholders
or to any third party for any losses, liabilities, obligations, fines,
injunctions or other costs or expenses of any kind directly or indirectly
sustained, or incurred or arising as a result of the services that are the
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<PAGE>
subject of this Agreement (or any action or inaction of any third party retained
by or acting on behalf of Consultant hereunder) or for any other cause or
reason, except as may result from Consultant's gross negligence or wilful
misconduct in the performance of his duties hereunder.
(b) The Company agrees to indemnify and hold Consultant harmless from
and against any losses, claims, damages or liabilities, joint or several, to
which Consultant may become subject in connection with the services which are
the subject of this Agreement, and to reimburse Consultant for any out-of-pocket
expenses including reasonable fees and expenses of counsel (including the cost
of any investigation and preparation) incurred by Consultant in connection
therewith, whether or not resulting in any liability; provided, however, that
the Company shall not be liable under the foregoing indemnity to the extent that
a court having jurisdiction shall have determined by a final judgment that such
loss, claim, damage or liability resulted from the willful misconduct or gross
negligence of Consultant. This indemnification shall remain in full force and
effect following the completion or termination of this Agreement.
(c) Consultant agrees to indemnify and hold the Company harmless from
and against any losses, claims, damages or liabilities, joint or several, to
which the Company may become subject in connection with the services which are
the subject of this Agreement, and to reimburse the Company for any
out-of-pocket expenses including reasonable fees and expenses of counsel
(including the cost of any investigation and preparation) incurred by the
Company in connection therewith, whether or not resulting in any liability;
provided, however, that Consultant shall not be liable under the foregoing
indemnity except to the extent that a court having jurisdiction shall have
determined by a final judgment that such loss, claim, damage or liability
resulted from the willful misconduct or gross negligence of Consultant. The
indemnity agreement in this paragraph
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<PAGE>
shall, upon the same terms and conditions, extend to and inure to the benefit of
each person, if any, who may be deemed to control the Company and to the
respective officers, directors, employees and advisors of the Company and such
control persons. This indemnification shall remain in full force and effect
following the completion or termination of this agreement.
(d) If any lawsuit or enforcement action is filed against any party
entitled to the benefit of indemnity under this Section 7 by any third party,
written notice thereof shall be given to the indemnifying party as promptly as
practicable; provided that the failure of any indemnified party to give timely
notice shall not affect rights to indemnification hereunder except to the extent
that the indemnifying party demonstrates that such failure was prejudicial to
the ability of the indemnifying party to defend such lawsuit or action and
resulted in increased cost to the indemnifying party pursuant to this Section 7.
After such notice, if the indemnifying party shall acknowledge in writing to
such indemnified party that such indemnifying party shall be obligated under the
terms of its indemnity hereunder in connection with such lawsuit or action, then
the indemnifying party shall be entitled, if it so elects, to take control of
the defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at the indemnifying party's cost, risk and expense,
with the indemnifying party and such attorneys in the investigation, trial and
defense of such lawsuit or action and any appeal arising therefrom; provided,
however, that the indemnified party may, at its own cost, participate in such
investigation, trial and defense of such lawsuit or action and any appeal
arising therefrom. However, if the defendants in any action involve both the
indemnifying party and the indemnified party, and the indemnified party
concludes that
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<PAGE>
representation of both the indemnifying party and the indemnified party by the
same counsel is inappropriate under applicable standards of professional conduct
due to actual or potential differing interests between them or for some other
reason, then the indemnifying party shall have the right, at the expense of the
indemnifying party, to select separate counsel to assume such legal defenses and
to otherwise participate in the defense of such action on behalf of the
indemnified party.
(e) In the case of any legal action directly between the Company and
Consultant with regard to any matter covered by the provisions of this Section
7, the non-prevailing party shall pay all reasonable attorney's fees and
expenses of the prevailing party incurred solely as a result of such action.
SECTION 8. Authorization. Each party hereto has taken all necessary action to
duly authorize the execution, delivery and performance of this Agreement.
SECTION 9. Modification. Except as otherwise provided herein, this Agreement may
not be modified, changed, discharged, waived or terminated except by an
instrument in writing signed by the party against whom the enforcement of any
such modification, change, discharge, waiver or termination is sought.
SECTION 10. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous arrangements or understandings with respect thereto.
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<PAGE>
SECTION 11. Consultant's Acknowledgement. The Consultant acknowledges that the
Consultant has received and has carefully reviewed a copy of the Company's Form
10-KSB for the year ended December 31, 1996 and all of the Company's filings
under the Securities Exchange Act of 1934 since December 31, 1996.
SECTION 12. Notices. All notices and other communications hereunder to any party
shall be in a written instrument delivered by hand or duly sent by first class,
registered or certified mail, return receipt requested and postage prepaid,
addressed to such party at the address set forth on the first page of this
Agreement or such other address as may hereafter by designated in writing by the
addressee. All such notices and communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, and
(b) in the case of mailing, on the fifth day following the date of such mailing.
SECTION 13. Survival. The indemnification granted under Section 7 above shall
survive the termination or cancellation of this Agreement and shall be binding
upon and inure to the benefit of the parties hereto, their successors and
assigns.
SECTION 14. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
permitted assigns and representatives. This Agreement shall not be assignable in
whole or in part, in any of its terms, obligations, responsibilities or
provisions by any party hereto without the express written consent of the other
party; provided, however, that this provision shall in no way limit the right of
Consultant to
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<PAGE>
enlist, hire or retain counsel, consultants, advisors, experts or other third
parties to assist him in carrying out and administering his duties and
responsibilities hereunder.
SECTION 15. Relationship. The sole relationships existing between the Company
and Consultant shall be that as specifically provided under the terms of this
Agreement. This Agreement shall not be construed as creating any partnership,
joint venture or any other form of joint operation or organization wherein the
parties hereto are deemed to be partners.
SECTION 16. Cooperation. The parties hereto agree to execute and deliver from
time to time such additional documents, instruments, agreements, and other
evidences of authority as may be necessary or prudent to carry out the intent of
this Agreement and the transactions contemplated hereby.
SECTION 17. Counterparts. This Agreement may be executed in any number of
counterparts and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
SECTION 18. Severability. The invalidity or unenforceability of any provision
hereof shall in no way effect the validity or enforceability of any other
provision. The parties to this Agreement agree and intend that this Agreement
shall be enforced as fully as it may be enforced consistent with applicable
statutes and rules of law.
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<PAGE>
SECTION 19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without giving effect to
principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first set forth above.
GAYLORD COMPANIES, INC.
By: /s/ John Gaylord
-----------------------------
Name: John Gaylord
Title: Chief Executive Officer
/s/ Rocco Siclari
-----------------------
ROCCO SICLARI
EXHIBIT 5.1
LANE & MITTENDORF LLP
320 Park Avenue
New York, New York 10022
(212) 508-3200
Facsimile: (212) 508-3230
September 25, 1997
Gaylord Companies, Inc.
4006 Venture Court
Columbus, Ohio 43228
Attn: John Gaylord:
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the offering (the "Offering") of 300,000 shares of
common stock, $.01 par value (the "Common Stock"), of Gaylord Companies, Inc., a
Delaware corporation (the "Company"), being registered on behalf of the Company
as described in the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission as subsequently amended from time to time
(collectively, the "Registration Statement").
In furnishing our opinion, we have examined copies of the
Registration Statement and the Exhibits thereto. We have conferred with officers
of the Company and have examined the originals or certified, conformed or
photostatic copies of such records of the Company, certificates of officers of
the Company, certificates of public officials, and such other documents as we
have deemed relevant and necessary under the circumstances as the basis of the
opinion expressed herein. In all such examinations, we have assumed the
authenticity of all documents submitted to us as originals or duplicate
originals, the conformity to original documents of all document copies, the
authenticity of the respective originals of such latter documents, and the
correctness and completeness of such certificates. Finally, we have obtained
from officers of the Company such assurances as we have considered necessary for
the purposes of this opinion.
Based upon and subject to the foregoing and such other matters of
fact and questions of law as we have deemed relevant in the circumstances, and
in reliance thereon, it is our opinion that, when and if (a) the Registration
Statement shall be declared effective by the Securities and
<PAGE>
Exchange Commission, as the same may hereafter be amended; and (b) the shares of
Common Stock to be sold for the account of the Company shall have been sold as
contemplated in the Registration Statement, then all of the shares of Common
Stock, upon execution and delivery of proper certificates therefor, will be duly
authorized, validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration
Statement and to the inclusion of this opinion in the Exhibits to the
Registration Statement.
It should be noted that Martin C. Licht, a partner of this firm,
serves in a business capacity on the Board of Directors of the Company. No
knowledge that he may have as a result of his business association with the
Company is to be imputed to this firm.
We are admitted to the practice of law only in the State of New
York. The opinions set forth herein are based upon the laws of the State of New
York, the corporate law of the State of Delaware and the Federal laws of the
United States.
This opinion is limited to the matters set forth herein, and may
not be relied upon in any matter by any other person or used for any other
purpose other than in connection with the corporate authority for the issuance
of the shares of Common Stock pursuant to and as contemplated by the
Registration Statement.
Very truly yours,
LANE & MITTENDORF LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement on Form S-8 of our
report dated February 28, 1997, March 27, 1997 as to note 11 and April 15, 1997
as to note 5 relating to the consolidated financial statements of Gaylord
Companies, Inc. and the reference to our firm in this Registration Statement.
/s/ Feldman Radin & Co., P.C.
FELDMAN RADIN & CO., P.C.
Certified Public Accountants
New York, New York
September 24, 1997
