<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1996
Registration Statement No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-11
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
____________
PATRIOT AMERICAN HOSPITALITY, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
3030 LBJ Freeway, Suite 1500
Dallas, Texas 75234
(214) 888-8000
(Address of Principal Executive Offices)
_______________
Paul A. Nussbaum
3030 LBJ Freeway, Suite 1500
Dallas, Texas 75234
(214) 888-8000
(Name and Address of Agent for Service)
____________
Copies to:
Gilbert G. Menna, P.C. John M. Reiss, Esq.
Goodwin, Procter & Hoar LLP White & Case
Exchange Place 1155 Avenue of the Americas
Boston, Massachusetts 02109 New York, NY 10036
(617) 570-1000 (212) 879-8247
____________
Approximate date of commencement of proposed sale to public: As soon
as practicable after this registration statement becomes effective.
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.
[X] No. 333-04587
-------------
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>
================================================================================
Title of Securities Being Amount to be Maximum Maximum Amount of
Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share Price
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 575,000 $28.25 $16,243,750 $5,601.29
================================================================================
</TABLE>
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- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the registration statement filed by Patriot
American Hospitality, Inc. with the Securities and Exchange Commission, as
amended (File No. 333-04587) pursuant to the Securities Act of 1933, as amended,
is incorporated by reference into this Registration Statement.
<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-11 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas on the
23rd day of July, 1996.
Patriot American Hospitality, Inc.
a Virginia corporation (Registrant)
By: /s/ Paul A. Nussbaum
--------------------------------
Paul A. Nussbaum
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 23rd day of July.
Signature Title
/s/ Paul A. Nussbaum Chairman of the Board and
- ------------------------------------ Chief Executive
Paul A. Nussbaum (Principal Executive Officer)
/s/ Rex E. Stewart Executive Vice President and
- ------------------------------------ Chief Financial Officer
Rex E. Stewart (Principal Accounting Officer)
Leonard Boxer* Director
- ---------------------------
Leonard Boxer
- ------------------------------- Director
John H. Daniels
John C. Deterding* Director
- ---------------------------
John C. Deterding
Gregory R. Dillon* Director
- ---------------------------
Gregory R. Dillon
- ------------------------------- Director
Thomas S. Foley
Arch K. Jacobson* Director
- ---------------------------
Arch K. Jacobson
*By:/s/ Paul A. Nussbaum
------------------------------
Paul A. Nussbaum, as
Attorney-in-fact for the
persons indicated
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
5.1 Opinion of Goodwin, Procter & Hoar LLP
as to the legality of the Securities being
registered. 6
8.1 Opinion of Goodwin, Procter & Hoar LLP
as to Tax Matters. 9
8.2 Opinion of Gardere & Wynne, L.L.P. as to Texas
Franchise Tax Matters. 13
23.1 Consent of Goodwin, Procter & Hoar LLP
(included in Exhibit 5.1 hereto). --
23.2 Consent of Gardere & Wynne, L.L.P. (included in
Exhibit 8.2 hereto). --
23.3 Consent of Ernst & Young LLP, Dallas, Texas. 17
23.4 Consent of Coopers & Lybrand L.L.P., Fort
Lauderdale, Florida. 19
23.5 Consent of Coopers & Lybrand L.L.P.,
Pittsburgh, Pennsylvania. 21
23.6 Consent of Coopers & Lybrand L.L.P., Newport
Beach, California. 23
23.7 Consent of Price Waterhouse LLP, Miami,
Florida. 25
23.8 Consent of Coopers & Lybrand L.L.P., Dallas,
Texas. 27
</TABLE>
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
EXHIBIT 5.1
July 23, 1996
Patriot American Hospitality, Inc.
3030 LBJ Freeway, Suite 1500
Dallas, TX 75234
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 575,000
shares (the "Shares") of Common Stock, no par value per share ("Common
Stock"), of Patriot American Hospitality, Inc, a Virginia corporation (the
"Company"). The Common Stock is being registered pursuant to Rule 462(b) (the
"462(b) Filing") under the Securities Act and is the subject of a registration
statement on Form S-11 (No. 333-04587) (the "Registration Statement"), including
the offering prospectus contained therein (the "Prospectus"), which is
incorporated by reference into the 462(b) Filing.
In connection with rendering this opinion, we have examined the Articles of
Incorporation, as amended, and the Bylaws, as amended, of the Company; such
records of the corporate proceedings of the Company as we deemed material; the
Registration Statement and the exhibits thereto; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts.
With respect to matters of Virginia law, we have relied upon the opinion of
Hunton & Williams, Richmond, Virginia.
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
Patriot American Hospitality, Inc.
July 23, 1996
Page 2
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Prospectus, the
Shares will be legally issued, fully paid and nonassessable shares of the
Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the 462(b)
Filing and to the reference to our firm under the caption "Legal Matters" in the
Prospectus.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
July 23, 1996 EXHIBIT 8.1
Patriot American Hospitality
3030 LBJ Freeway, Suite 1550
Dallas, TX 75234
Re: Public Offering of up to 575,000 shares of Common Stock, no par
value.
Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to Patriot
American Hospitality, Inc. (the "Company") in connection with the Company's
registration statement on Form S-11 filed by the Company with the Securities and
Exchange Commission on July 23, 1996 pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the public offering of up to 575,000 shares of the Company's common stock (the
"Offering"). This opinion relates to the Company's qualification for federal
income tax purposes as a real estate investment trust (a "REIT") under the
Internal Revenue Code of 1986, as amended (the "Code"), for taxable years
commencing with the Company's taxable year ending December 31, 1995.
We have reviewed the Registration Statement and the documents incorporated
by reference therein (the "Incorporated Documents") that describe the Company
and its investments and activities. We have relied upon the representations of
an officer of the Company regarding the manner in which the Company and its
affiliates have been and will be owned and operated. We have neither
independently investigated nor verified such representations, and this opinion
is expressly conditioned upon the accuracy of such representations. We assume
that the Company has been and will be operated in accordance with applicable
laws and the terms and conditions of applicable documents and that the
descriptions of the Company and its actual and proposed activities, operations
and governance set forth in the Incorporated Documents continue to be true,
correct and complete.
In rendering the following opinion, we have examined the Company's Amended
and Restated Articles of Incorporation and the By-Laws of the Company and such
other records, certificates and documents, each as amended, as we have deemed
necessary or appropriate for purposes of rendering the opinion set forth herein.
In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
Patriot American Hospitality, Inc.
July 23, 1996
Page 2
as copies, (iv) the conformity of final documents to all documents submitted to
us as drafts, (v) the authority and capacity of the individual or individuals
who executed any such documents on behalf of any person, (vi) the accuracy and
completeness of all records made available to us and (vii) the factual accuracy
of all representations, warranties and other statements made by all parties. We
also have assumed, without investigation, that all documents, certificates,
representations, warranties and covenants on which we have relied in rendering
the opinion set forth below and that were given or dated earlier than the date
of this letter continue to remain accurate, insofar as relevant to the opinion
set forth herein, from such earlier date through and including the date of this
letter and that all representations made to the "best knowledge" of any
person(s), or subject to similar qualification, are true and complete as if made
without such qualification. Notwithstanding the foregoing, nothing has come to
our attention that would cause us to question the accuracy or completeness of
the foregoing assumptions.
The opinion set forth below is based upon the Code, the Income Tax
Regulations and Procedure and Administration Regulations promulgated thereunder
and existing administrative and judicial interpretations thereof, all as they
exist at the date of this letter. All of the foregoing statutes, regulations
and interpretations are subject to change, in some circumstances with
retroactive effect; any changes to the foregoing authorities might result in
modifications of our opinion contained herein.
Based upon and subject to the foregoing, and provided that the Company
makes a valid and timely election to be taxed as a REIT and continues to meet
the applicable asset composition, source of income, shareholder diversification,
distribution, record keeping and other requirements of the Code necessary for a
corporation to qualify as a REIT, we are of the opinion that:
1. Commencing with the taxable year ending December 31, 1995, the Company
has been organized and operated in conformity with the requirements
for qualification and taxation as a REIT under the Code, and its
proposed method of operation will enable the Company to continue to
meet the requirements for qualification and taxation as a REIT under
the Code.
2. The statements in the Incorporated Documents set forth under the
caption "Federal Income Tax Considerations" fairly summarize the
federal income tax consequences that are likely to be material to a
holder of the Company's common stock.
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
Patriot American Hospitality
July 23, 1996
Page 3
We express no opinion other than that expressly set forth herein.
Furthermore, the Company's qualification as a REIT depends on the Company
meeting, and having met, the applicable asset composition, source of income,
shareholder diversification, distribution, record keeping and other requirements
of the Code necessary for a corporation to qualify as a REIT. We have not
reviewed and will not review these operations, and no assurance can be given
that the actual operations of the Company and its affiliates have met or will
meet these requirements or the representations made to us with respect thereto.
Our opinion is not binding on the IRS, and the IRS may disagree with the opinion
contained herein. Except as specifically discussed above, the opinion expressed
herein is based upon the law as it currently exists. Consequently, future
changes in the law may cause the federal income tax treatment of the
transactions described herein to be materially and adversely different from that
described above.
We consent to being named as counsel to the Company in the Incorporated
Documents, to the references in the Incorporated Documents to our firm and to
the inclusion of a copy of this opinion letter as an exhibit to the Registration
Statement.
Very truly yours,
Goodwin, Procter & Hoar LLP
<PAGE>
[LETTERHEAD OF GARDERE & WYNNE, L.L.P. APPEARS HERE]
(214) 999-4216
July 23, 1996 EXHIBIT 8.2
Patriot American Hospitality, Inc.
3030 LBJ Freeway, Suite 1550
Dallas, Texas
Patriot American Hospitality, Inc.
----------------------------------
Gentlemen:
We have acted as special Texas state tax counsel to Patriot American
Hospitality, Inc., a Virginia corporation (the "Company"), in connection with
the preparation of a registration statement (the "Registration Statement") filed
with the Securities and Exchange Commission on July 23, 1996 pursuant to Rule
462(b) under the Securities Act of 1933, as amended through the date hereof,
with respect to the offering and sale (the "Offering") of up to 575,000 shares
of common stock, no par value, of the Company (the "Common Shares"). You have
requested our opinion on certain Texas state tax matters in connection with the
Offering.
The Company owns (i) all of the outstanding capital stock of PAH GP, Inc.,
a Virginia corporation ("PAH GP"), PAH LP Inc., a Virginia corporation ("PAH
LP"), and PAH Acquisition Corporation, a Virginia corporation; (ii) an indirect
99.04% non-voting interest in PAH Ravinia, Inc., a Virginia corporation (iii) an
indirect limited and general partner interest in Patriot American Hospitality
Partnership, L.P., a Virginia limited partnership (the "Operating Partnership");
and (iv) indirect limited and general partner interests in PA Hunt Valley
Investors, L.P., PA Troy Hospitality Investors, L.P., 1500 Canal Street
Investors II, L.P. and Bourbon Orleans Investors II, L.P. (the "Subsidiary
Partnerships"). PAH GP and PAH LP own, respectively, a 1% general partnership
interest and an 80.5% limited partnership interest in the Operating Partnership.
PAH GP owns a 1% general partnership interest and the Operating Partnership owns
a 99% limited partnership interest in each Subsidiary Partnership. The
Operating Partnership currently owns equity interests in various hotels and
associated personal property and intends to acquire interests in additional
hotels in the future (the "Hotels"). The Operating Partnership owns certain of
the Hotels directly and owns certain additional Hotels through the Subsidiary
Partnerships. PAH Ravinia, Inc. owns an equity interest in one additional
Hotel.
The Operating Partnership and the Subsidiary Partnerships lease the Hotels
to the lessees (the "Lessees") pursuant to similar operating leases (the
"Leases"). The current Lessees are CHC Lease Partners, a Delaware general
partnership owned by CHC International, Inc., a principal of Gencom Group; Metro
Lease Partners, a Dallas-based hotel company and an affiliate of Metro Hotels;
NorthCoast Hotels L.L.C., an entity owned by a consortium of investors
<PAGE>
[LETTERHEAD OF GARDERE & WYNNE, L.L.P. APPEARS HERE]
July 23, 1996
Page 2
including principals of WestCoast Hotels, Inc. (a hotel management company based
in Seattle) and Sunmakers Hotel L.L.C.; DTR North Canton Inc., a subsidiary of
Doubletree Hotels Corporation, a Phoenix, Arizona-based hotel management
company; and the Wyndham Lessee, an entity formed by members of the Trammell
Crow family. CHC REIT Management Corporation, a Florida corporation, GAH REIT
Management Company, L.P., a Delaware limited partnership, TCC Metro, a Texas
joint venture, DTM Management, Inc., a subsidiary of Doubletree Hotels
Corporation, WestCoast Hotels, Inc., Holiday Inns, Inc., Hyatt Corporation, and
Wyndham Hotel Corporation (collectively, the "Operators"), operate the Hotels
pursuant to management agreements (the "Management Agreements") between the
Operators and the Lessees.
In connection with the opinions rendered below, we have examined the
following:
1. the Registration Statement, including the prospectus contained as
part of the Registration Statement (the "Prospectus"); and
2. such other documents as we have deemed necessary or appropriate
for purposes of this opinion.
In connection with the opinions rendered below, we have assumed that:
1. each of the documents referred to above has been, or will be,
duly authorized, executed, and delivered; is authentic, if an original, or is
accurate, if a copy; and has not been, and will not be, amended; and
2. each of the Operating Partnership and the Subsidiary Partnerships
is validly formed under the laws of the state in which it is organized.
For purposes of our opinions, we made no independent investigation of the
facts contained in the documents and assumptions set forth above or the
Prospectus. No facts have come to our attention, however, that would cause us
to question the accuracy and completeness of such facts or documents in a
material way.
Based on the documents and assumptions set forth above and the discussion
in the Prospectus under the caption "Federal Income Tax Considerations - State
and Local Taxes" (which is incorporated herein by reference), we are of the
opinion that the descriptions of the law and the legal conclusions contained in
the Prospectus under the caption "Federal Income Tax Considerations - State and
Local Taxes" are correct in all material respects, and the discussion contained
therein fairly summarizes the Texas state tax considerations that are material
to a holder of the Common Shares.
We will not review on a continuing basis the Company's compliance with the
documents
<PAGE>
[LETTERHEAD OF GARDERE & WYNNE, L.L.P. APPEARS HERE]
July 23, 1996
Page 3
or assumptions set forth above. Accordingly, no assurance can be given that the
Operating Partnership or the Subsidiary Partnerships will not be subject to
Texas state taxes in the future, or that the Texas state tax liability of the
Company, PAH GP, or PAH LP will not materially increase.
The foregoing opinions are based on current provisions of the Texas Tax
Code and the rules thereunder, published administrative interpretations thereof,
and published court decisions. The Texas Comptroller of Public Accounts
("Comptroller") has not issued rules or administrative interpretations with
respect to various provisions of the Texas Tax Code relating to the tax
treatment of partnership structures as described in this opinion. No assurance
can be given that the law will not change in a way that will cause the Operating
Partnership or the Subsidiary Partnerships to be subject to Texas state tax, or
to cause the Texas state tax liability of the Company, PAH GP, or PAH LP to
materially increase.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Gardere & Wynne,
L.L.P. under the captions "Federal Income Tax Considerations - State and Local
Taxes" and "Legal Matters" in the Prospectus. In giving this consent, we do not
admit that we are in the category of persons whose consent is required by
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.
The foregoing opinions are limited to the Texas franchise tax matters
addressed herein. No opinions are rendered with respect to any federal tax
matters, any other Texas state tax issues, or to any issues arising under the
tax laws of any state or locality other than Texas. We undertake no obligation
to update the opinions expressed herein after the date of this letter. This
opinion letter is solely for the information and use of the addressees, and may
not be relied upon for any purpose by any other person without our express
written consent.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By:/s/ Stephen D. Good
--------------------------------
Stephen D. Good, Partner
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of the reference to our firm under the caption "Selected Financial Information"
and the caption "Experts" and to the use of our reports (a) dated January 31,
1996 (except for Note 13, as to which the date is March 4, 1996) with respect to
the consolidated financial statements and financial statement schedules of
Patriot American Hospitality, Inc., (b) dated February 16, 1996 with respect to
the combined financial statements of the Initial Hotels, (c) dated March 5, 1996
with respect to the financial statements and financial statement schedule of
Buckhead Hospitality Joint Venture, (d) dated March 1, 1996 (except for Note 7,
as to which the date is April 2, 1996) with respect to the combined financial
statements and financial statement schedule of Gateway Hotel Limited Partnership
and Wenatchee Hotel Limited Partnership, (e) dated February 28, 1996 (except for
Note 5, as to which the date is April 2, 1996) with respect to the Statement of
Direct Revenue and Direct Operating Expenses of Plaza Park Suites Hotel, (f)
dated February 26, 1996 (except for Note 5, as to which the date is April 2,
1996) with respect to the Statement of Direct Revenue and Direct Operating
Expenses of Roosevelt Hotel, and (g) dated March 1, 1996 with respect to the
Statement of Direct Revenue and Direct Operating Expenses of Lexington Hyatt
Regency Hotel, all of which are included in the registration statement on Form
S-11 (No. 333-04587), as amended, and related Prospectus of Patriot American
Hospitality, Inc.
ERNST & YOUNG LLP
Dallas, Texas
July 22, 1996
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of our report dated January 15, 1996, on our audits of the financial statements
of Certain of the Initial Hotels included in the Registration Statement on Form
S-11 of Patriot American Hospitality, Inc., as amended (Registration No. 333-
04587) and related prospectus. We also consent to the incorporation by reference
in this Registration Statement of the reference to our Firm under the captions
"Selected Financial Information" and "Experts".
COOPERS & LYBRAND L.L.P.
Fort Lauderdale, Florida
July 22, 1996
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of our report dated January 17, 1996, on our audits of the financial statements
of Troy Hotel Investors and our report dated February 7, 1995, on our audits of
the financial statements of Troy Park Associates included in the Registration
Statement on Form S-11 of Patriot American Hospitality, Inc., as amended
(Registration No. 333-04587) and related prospectus. We also consent to the
incorporation by reference in this Registration Statement of the reference to
our Firm under the captions "Selected Financial Information" and "Experts".
COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
July 22, 1996
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of our report dated March 8, 1996, on our audit of the financial statements of
Newporter Beach Hotel Investments L.L.C. included in the Registration Statement
on Form S-11 of Patriot American Hospitality, Inc., as amended (Registration No.
333-04587) and related prospectus. We also consent to the incorporation by
reference in this Registration Statement of the reference to our Firm under the
caption "Experts".
COOPERS & LYBRAND L.L.P.
Newport Beach, California
July 23, 1996
<PAGE>
Exhibit 23.7
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-11 of our report dated March 4, 1996, relating to the
financial statements of CHC Lease Partners, which appears in the Prospectus
constituting part of the registration statement of Patriot American Hospitality,
Inc. on Form S-11, as amended (No. 333-04587). We also consent to the references
to us under the headings "Experts" and "Selected Financial Information" in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Financial Information."
PRICE WATERHOUSE LLP
Miami, Florida
July 23, 1996
<PAGE>
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of the inclusion in the registration statement of Patriot American Hospitality,
Inc. on Form S-11, as amended (File No. 333-04587) of our report, which includes
an explanatory paragraph, dated June 17, 1996, on our audit of the combined
financial statements of Wyndham Portfolio Hotels. We also consent to the
incorporation by reference of the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Dallas, Texas
July 23, 1996
