As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction
of incorporation or organization)
22-1454160
(I.R.S. employer identification no.)
730 Central Avenue
Murray Hill, New Jersey 07974
(908) 277-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Richard A. Flink, Esq.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
(908) 277-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Philip T. Ruegger, III
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Thomas G. O'Brien III
Steel Hector & Davis
1900 Phillips Point West
777 South Flagler Drive
West Palm Beach, Florida 33401-6198
Approximate date of commencement of proposed sale to public:
From time to time after the Registration Statement becomes effective at the
discretion of the Selling Stockholders.
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, please 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
Title of Securities to be Registered - Common Stock, par value $.25 per share
Amount to be Registered - 672,618 shares
Proposed Maximum Offering Price per Share(1) - $30.1875
Proposed Maximum Aggregate Offering Price(1) - $20,304,656
Amount of Registration Fee - $4,061
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457 of the Securities Act of 1933, on the basis of the
average of the high and low reported sales prices of the Common Stock on the
New York Stock Exchange Composite Tape on December 14, 1995.
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 this Registration Statement shall
become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 22, 1995
672,618 Shares
C. R. Bard, Inc.
Common Stock
This Prospectus relates to 672,618 Shares (the Shares ) of Common Stock,
par value $.25 per share (the Common Stock ) of C.R. Bard, Inc., a
New Jersey corporation (the Company ) which are being sold by the Selling
Stockholders. The Company will not receive any of the proceeds from the
sale of the Shares offered hereby. See "Selling Stockholders."
The Common Stock is listed on the New York Stock Exchange under the symbol
BCR and the Shares are expected to be listed on such Exchange subject to
notice of issuance. On December 20, 1995, the last reported sale price of
the Common Stock on the New York Stock Exchange was $30.25.
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 Shares may be offered by the Selling Stockholders from time to time in
transactions on the New York Stock Exchange, in negotiated transactions or
otherwise, at fixed prices which may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at
negotiated prices or otherwise. The Selling Stockholders may effect such
transactions by or through brokers, dealers, or agents, or through
underwriters (each, an "Agent"), and in such event the sales of Shares may
be made by means of (i) ordinary brokers' transactions, (ii) block
transactions (which may involve crosses) in accordance with the rules of the
New York Stock Exchange and other exchanges where qualified
(the "Exchanges"), in which an Agent may attempt to sell Shares as agent but
may purchase and resell all or a portion of the blocks as principal, (iii)
"fixed price offerings" off the floor of the Exchanges or "exchange
distributions" and "special offerings" in accordance with the rules of the
Exchanges or (iv) a combination of any such methods of sale, in each case at
market prices prevailing at the time of sale in the case of transactions on
the Exchanges and at negotiated prices related to prevailing market prices
in the case of transactions off the floor of the Exchanges. In connection
therewith, distributors' or sellers' commissions may be paid or allowed
which will not exceed those customary in the types of transactions involved.
This Prospectus will be supplemented to set forth the terms of any
such "fixed price offerings," "exchange distributions" and "special
offerings." If an Agent purchases Shares as principal, it may resell
such Shares by any of the methods of sale described above. See "Manner of
Offering."
The date of this Prospectus is , 1995.
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection
with the offering described herein, and, if given or made, such other
information or representation must not be relied upon as having been
authorized by the Company or by any underwriter, dealer or agent.
This Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the Shares in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or solicitation. Neither the
delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has not been any change in the facts set
forth in this Prospectus or change in the affairs of the Company at any time
subsequent to the date hereof.
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"). Such reports, proxy
and information statements and other information, including the documents
incorporated by reference herein, can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at 75 Park
Place, New York, New York 10007 and Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such material can
also be inspected at the office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed a registration statement on Form S-3 (herein, together
with all amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock being offered pursuant to this
Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. The
Registration Statement may be inspected and copied by the public reference
facilities maintained by the Commission at the addresses set forth in the
preceding paragraph. Statements contained herein concerning the provisions
of any documents are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission, are
hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (which incorporates by reference certain information from
the Company's Proxy Statement relating to the 1995 Annual Meeting of
Shareholders), as amended by a Form 10-K/A, filed on March 23, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995. The Company's
Current Reports on Form 8-K dated May 31, 1995, July 6, 1995, October 11,
1995, October 17, 1995 and December 15, 1995.
3. The description of Common Stock contained in the Company's
registration statement filed pursuant to the Exchange Act, and any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated herein by
reference. 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 and the Registration Statement of
which it is a part to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or such
Registration Statement.
The Company undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered,
upon written or oral request of such person, a copy of any or all of the
documents which have been or may be incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to such documents). Requests for such copies should
be directed to C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey
07974, Attention: Investor Relations Department (telephone: (908)
277-8000).
THE COMPANY
The Company is a leading multinational developer, manufacturer and
marketer of health care products, and a pioneer in the development of
disposable medical products for standardized procedures. The Company designs
and manufactures medical, surgical, diagnostic and patient care devices
which it markets worldwide to hospitals, individual health care
professionals, extended care facilities and alternate site facilities.
Surgical Products. Currently, the Company's largest product group is
surgical products, contributing approximately 39%, 38%, 37% and 37% of
consolidated net sales for the first nine months of 1995 and fiscal years 1994,
1993 and 1992, respectively. The Company's surgical products include
specialty access catheters and ports; implantable blood vessel replacements;
fabrics and meshes for vessel and hernia repair; surgical suction and irrigation
devices; wound and chest drainage systems; devices for endoscopic,
orthopedic and laparoscopic surgery; blood management devices; products for
wound management and skin care; percutaneous feeding devices; and hemostasis
products.
Cardiovascular Products. Cardiovascular care devices currently represent
the Company's next largest product group, contributing approximately 33%, 35%
, 38% and 39% of consolidated net sales for the first nine months of 1995 and
fiscal years 1994, 1993 and 1992, respectively. The Company's line of
cardiovascular products includes USCI balloon angioplasty catheters used for
nonsurgical treatment of obstructed arteries; steerable guidewires, guide
catheters and inflation devices; angiography catheters and accessories;
introducer sheaths; electrophysiology products including cardiac mapping and
electrophysiology laboratory systems, and diagnostic and temporary pacing
electrode catheters; cardiopulmonary support systems; and blood oxygenators
and related products used in open-heart surgery.
Urological Products. The Company has historically been known for its
products in the urological field, where its Foley catheter is the leading
device for bladder drainage. The Company offers a complete line of other
urological products including procedural kits and trays and related urine
monitoring and collection systems; biopsy and other cancer detection
products; urethral stents; and specialty devices for incontinence, endoscopic
procedures and stone removal.
Urological products contributed approximately 28%, 27%, 25% and 24% of the
Company's consolidated net sales for the first nine months of 1995 and
fiscal years 1994, 1993 and 1992, respectively.
The principal executive offices of the Company are located at 730 Central
Avenue, Murray Hill, New Jersey 07974. The telephone number is (908) 277-8000.
PROCEEDS OF THE OFFERING
The Company will not receive any proceeds from the sale of Common Stock
offered hereby.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock is listed and traded on the New York Stock Exchange under
the symbol "BCR". The Shares will be so listed upon notice of issuance.
The following table sets forth the high and low reported sales prices and
dividends for the Common Stock for the calendar quarters indicated.
High Low Dividends
1995:
Fourth Quarter (through December 20, 1995) 30-3/4 27-7/8 .16
Third Quarter 31-7/8 29-1/4 .16
Second Quarter 31-1/8 27-1/4 .15
First Quarter 28-1/8 25-1/2 .15
1994:
Fourth Quarter 27-1/2 23-5/8 .15
Third Quarter 28-1/4 22-1/4 .15
Second Quarter 26-1/4 22-3/8 .14
First Quarter 30-1/2 23-7/8 .14
1993:
Fourth Quarter 26-7/8 21-3/4 .14
Third Quarter 27-6/8 20-1/2 .14
Second Quarter 28 21-1/4 .13
First Quarter 35-1/4 22-7/8 .13
The last reported sale price of the Common Stock on the New York Stock
Exchange on December 20, 1995 was $30.25 per share. The past financial
performance of the Company should not be considered to be a reliable indicator
of future performance and investors should not rely solely on historical
trends to anticipate results or trends in future periods.
SELLING STOCKHOLDERS
All of the shares of Common Stock being offered hereby are being sold by the
Selling Stockholders. Each of the Selling Stockholders acquired its shares
of Common Stock in connection with the acquisition by the Company of
American Hydro-Surgical Instruments, Inc. consummated in October 1995. After
completion of the offering contemplated hereby, none of the Selling
Stockholders will beneficially own more than 1% of the Common Stock.
<PAGE>
The following table sets forth the name of each Selling Stockholder and
certain information regarding the beneficial ownership of Common Stock as of
October 31, 1995 and as adjusted to reflect the sale of the Shares by the
Selling Stockholders.
Shares Shares
Beneficially Beneficially
Name of Owned Prior to Shares Offer Owned after the
Selling Stockholder the Offering Hereby Offering
ARN Investment Partners LP 20,341 10,103 10,238
Mitchell D. Avran 21,078 10,469 10,609
Joseph J. Cerola 1,863 1,863 0
CN Investment Partners, LP 251,437 124,889 126,548
Allan J. Coplin 1,863 1,863 0
John Cramer 1,863 1,863 0
James H. Dorsey, Jr., MD 232,096 115,282 116,814
James H. Dorsey III 479,043 237,914 241,102
Charles P. Escallier 1,366 1,366 0
FN Investment Partners, LP 251,437 124,889 126,548
Ceana Nezhat 13,539 6,725 6,814
Frank J. Pichicero 3,849 3,849 0
Thomas O. Powell, Esq. 3,868 1,921 1,947
Raville 1994 Family Limited
Partnership 50,085 24,877 25,208
Joel B. Richardson 2,359 2,359 0
William Shobel 2,359 2,359 0
Total 1,338,446 672,618 665,828
DESCRIPTION OF CAPITAL STOCK
The Common Stock is the only class of stock of the Company outstanding. The
authorized Common Stock consists of 300,000,000 shares. At October 31, 1995,
56,896,875 shares were outstanding. The Restated Certificate of Incorporation
of the Company (the "Certificate of Incorporation") has also authorized
5,000,000 shares of preferred stock, par value $1 per share, none of which
has been issued. The following is a brief summary of the provisions of the
Common Stock and the Rights (as defined below) attached thereto.
Common Stock. Dividends may be paid on the Common Stock at the
discretion of the Board of Directors of the Company (the Board ) out of any
funds of the Company legally available therefor after provision for such
dividend rights as the Board may fix for any class or series of preferred
stock.
Each holder of Common Stock is entitled to one vote for every share of
Common Stock outstanding in such holder's name on the books of the Company.
Each holder of any future class or series of preferred stock will be entitled
to such voting rights, if any, as are fixed by the Board or as are
prescribed by law at the time of the issuance of such preferred stock.
The shares of Common Stock have non-cumulative voting rights, which means
that the holders of stock having more than 50% of the voting power of the
stock voting for the election of directors can elect all of the directors if
they choose to do so, and, in such event, the holders of the remaining less
than 50% of the voting power of the stock will not be able to elect any
person or persons as directors.
Upon any distribution of the assets of the Company, holders of the Common
Stock are entitled to distribution of all assets of the Company remaining
after the holders of each class or series of the preferred stock have been
paid the preference for their shares, if any, fixed by the Board at the time
of the issuance of such class of series of preferred stock.
Shares of Common Stock are not liable to any further calls or to
assessment and have no sinking fund provisions, preemptive rights,
conversion rights or redemption provisions.
The Transfer Agent and Registrar for the Common Stock is First Chicago
Trust Company of New York ( First Chicago ).
Rights Plan. On October 11, 1995 the Board declared a dividend of one
common share purchase right (the "Rights") on each outstanding share of
Common Stock, payable on October 23, 1995. Each Right entitles the holder
thereof until October 23, 2005 (or, if earlier, until the redemption of the
Rights) to buy one share of Common Stock at an exercise price of $120,
subject to certain antidilution adjustments. The Rights will be represented by
the Common Stock certificates and will not be exercisable, or transferable
apart from the Common Stock, until the earlier of (i) the tenth day after the
public announcement that a person or group has acquired beneficial ownership
of 20% or more of the Common Stock or (ii) the tenth day after a person
commences, or announces an intention to commence, a tender or exchange offer for
30% or more of the Common Stock (the earlier of such dates being referred to
herein as the "Distribution Date,") except that Rights associated with
shares of Common Stock beneficially owned by a twenty percent holder of such
stock as of the Distribution Date will become null and void on such date.
The Rights will first become exercisable on the Distribution Date, unless
earlier redeemed, and will then begin trading separately from the Common Stock.
At no time will the Rights have any voting rights.
In the event that the Company is a party to a merger or other business
combination transaction, each Right will entitle its holder to purchase, at
the exercise price of the Right, that number of shares of common stock of
the surviving company which at the time of such transaction would have a
market value of two times the exercise price of the Right. Alternatively,
if a twenty percent holder were to acquire the Company by means of a reverse
merger in which the Company and its stock survive or were to engage in
certain "self-dealing" transactions, each Right not owned by the twenty
percent holder would become exercisable for the number of shares of Common
Stock which, at that time, would have a market value of two times the
exercise price of the Right.
The Rights are redeemable at $.05 per Right at any time prior to the
public announcement that a person or group has acquired beneficial ownership
of 20% or more of the Common Stock. The Rights will expire on October 23,
2005 (unless earlier redeemed). First Chicago is the Rights Agent.
The purchase price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock, (ii) upon the grant to holders of Common Stock of
certain rights or warrants to subscribe for Common Stock or convertible
securities at less than the current market price of the Common Stock or
(iii) upon the distribution to holders of Common Stock of evidence of
indebtedness or assets (excluding regular periodic cash dividends at a rate
not in excess of 140% of the last cash dividend theretofore paid or dividends
payable in Common Stock) or of subscription rights or warrants (other than
those referred to above). With certain exceptions, no adjustment in the
purchase price will be required until cumulative adjustments require an
adjustment of at least 1% in such purchase price.
One Right was distributed to stockholders of the Company for each share of
Common Stock owned of record by such stockholder on October 23, 1995. As
long as the Rights have been or are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares have or will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved
by the Board since the Rights may be redeemed by the Company at $.05 per Right
prior to the public announcement that a person or group has acquired
beneficial ownership of 20% or more of the Common Stock.
MANNER OF OFFERING
The Shares may be offered for sale from time to time by the Selling
Stockholders, or they may be retained. The Selling Stockholders may elect to
sell the Shares in negotiated transactions or otherwise, at prices and on terms
related to the then-current market price or otherwise, in each case with or
without the participation of underwriters, brokers or dealers. The Selling
Stockholders may also from time to time offer the Shares through an Agent, who
may receive underwriting discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers for whom they act as agent. In
that event, the offers or sales may be made by means of (i) ordinary brokers'
transactions, (ii) block transactions (which may involve crosses) in
accordance with the rules of the Exchanges, in which an Agent may attempt
to sell Shares as agent but may purchase and resell all or a portion of the
blocks as principal, (iii) "fixed price offerings" off the floor of the
Exchanges or "exchange distributions" and "special offerings" in accordance
with the rules of the Exchanges, or (iv) a combination of any such methods
of sale, in each case at market prices prevailing at the time of sale
in the case of transactions on the Exchanges and at negotiated prices
related to prevailing market prices in the case of transactions off the
floor of the Exchanges. In connection therewith, distributors' or sellers'
commissions may be paid or allowed which will not exceed those customary in
the types of transactions involved. This Prospectus will be supplemented
to set forth the terms of any such "fixed price offerings," "exchange
distributions" and "special offerings." If an Agent purchases Shares as
principal, it may resell such Shares by any of the methods of sale described
above.
From time to time an Agent may conduct a "fixed price offering" of Shares
covered by this Prospectus off the floor of the Exchanges. Any such offering
would be described in a supplement to the Prospectus setting forth the terms
of the offering and the number of Shares being offered. It is also possible
that an Agent may conduct from time to time "special offerings" or "exchange
distributions" in accordance with the rules of the Exchanges. Any such
offering or distribution would be described in a supplement to the
Prospectus at the time thereof.
In offering the Shares, the Selling Stockholders and any broker-dealers
and any other participating broker-dealers who execute sales for the Selling
Stockholders may be deemed to be underwriters within the meaning of the
Securities Act in connection with such sales, and any profits realized by
the Selling Stockholders and the compensation of such broker-dealers may
be deemed to be underwriting discounts and commissions.
The Selling Stockholders have advised the Company that, during such time
as it may be engaged in a distribution of the Shares, they will comply with
Rules 10b-6 and 10b-7 under the Exchange Act (as those Rules are described
in more detail below) and, in connection therewith, the Selling Stockholders
have agreed not to engage in any stabilization activity in connection with
the Company's securities, to furnish to each broker-dealer through which the
Shares may be offered copies of this Prospectus, and not to bid for or
purchase any securities of the Company or attempt to induce any person
to purchase any of the Company's securities except as permitted under the
Exchange Act. The Selling Stockholders have also agreed to inform the
Company when the distribution of the Shares is completed.
Rule 10b-6 under the Exchange Act prohibits participants in a
distribution from bidding for or purchasing, for an account in which the
participant has a beneficial interest, any of the securities that are
subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution
of the security.
Any public offering of the Shares by the Selling Stockholders will
terminate on the earlier of (a) 90 days from the date of this Prospectus or
(b) the date on which all Shares have been sold by the Selling Stockholders.
The Company has agreed with the Selling Stockholders to prepare and file
with the Commission any amendments or supplements to the Registration
Statement and this Prospectus as may be necessary to keep the Registration
Statement effective through such offering period.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by Richard
A. Flink, Vice President and General Counsel of the Company. Mr. Flink is
paid a salary by the Company, is a participant in various employee benefit
plans offered to employees of the Company generally and owns and has options
to purchase shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company and subsidiaries
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement to the extent and for the periods indicated in
their report have been audited by Arthur Andersen LLP, independent public
accountants, and are incorporated herein in reliance upon the authority
of said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Company estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
Registration fee . . . . . . . . . . . . . . $4,061
Printing and engraving expenses. . . . . . . 5,000
Legal fees and expenses. . . . . . . . . . . 20,000
Accountants' fees and expenses . . . . . . . 5,000
Blue Sky fees and expenses . . . . . . . . . 5,000
Miscellaneous. . . . . . . . . . . . . . . . 939
Total . . . . . . . . . . . . . . . . . $40,000
Item 15. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA") provides that a
New Jersey corporation has the power to indemnify a director or officer
against his or her expenses and liabilities in connection with any
proceeding involving the director or officer by reason of his or her being
or having been such a director or officer, other than a proceeding by or
in the right of the corporation, if such a director or officer acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any criminal
proceeding, such director or officer had no reasonable cause to believe his
or her conduct was unlawful.
In addition, a New Jersey corporation has the power to indemnify a
director or officer against his or her expenses in connection with any
proceeding by or in the right of the corporation to procure a judgment in its
favor which involves the director or officer by reason of his or her being
or having been such a director or officer, if such director or officer
acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; such
indemnification may be provided only if and to the extent that the
Superior Court of New Jersey (or other court in which such proceeding was
brought) shall determine, in view of all circumstances, that such director
or officer is fairly and reasonably entitled to indemnification for such
expenses.
The NJBCA requires a New Jersey corporation to indemnify directors and
officers against all expenses to the extent that such directors or officers
have been successful on the merits or otherwise in any proceeding involving
such director or officer by reason of his or her having been a director or
officer or in defense of any claim, issue or matter therein.
The indemnification and advancement of expenses permitted or required by
the NJBCA shall not exclude any other rights, including the right to be
indemnified against liabilities and expenses incurred in proceedings by or
in the right of the corporation, to which a director or officer may be
entitled under a certificate of incorporation, by-law, agreement, vote of
stockholders, or otherwise; provided, that no indemnification shall be made
to or on behalf of a director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her
acts or omissions (a) were in breach of his or her duty of loyalty to the
corporation or its stockholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulted in receipt by the director or
officer of an improper personal benefit.
The Registrant's Restated Certificate of Incorporation provides that
the corporation shall indemnify its directors, officers and employees in the
manner and to the extent permitted by the laws of the State of New Jersey,
and that directors and officers shall not be personally liable to the
corporation or its stockholders for breach of duty as a director or officer,
except to the extent and for the duration of any period of time such
personal liability may not be eliminated or limited under the NJBCA. In
addition, the Registrant's Restated Certificate of Incorporation provides
that, subject to the provisions of the NJBCA, the directors and committee
members appointed by the Board of Directors shall not be liable in the
discharge of their duties when relying in good faith upon the corporate
records of the Registrant and/or competent advice of any type.
Item 16. Exhibits.
(4) - Rights Agreement, dated as of October 11, 1995, between C.R. Bard,
Inc. and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 1 of the Current Report on
Form 8-K dated October 11, 1995).
(5) - Opinion of Richard A. Flink, Esq., regarding the legality of the
Shares.
(23)(a) - Consent of Arthur Andersen LLP.
(23)(b) - Consent of Richard A. Flink (included in exhibit 5).
(24) - Powers of Attorney.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the 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 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; provided, however, that paragraphs (1) (i) and (1) (ii)
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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this 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 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.
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.<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-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Murray Hill, State
of New Jersey, on December 22, 1995.
C.R. BARD, INC.
By: /s/ William H. Longfield
Name: William H. Longfield
Title:Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on December 21, 1995 by or on behalf of the
following persons in the capacities indicated.
Signature Title
/s/ William H. Longfield William H. Longfield
Chairman and Chief Executive Officer
and Director
(principal executive officer)
*
William C. Bopp Executive Vice President and Chief
Financial Officer and Director
(principal financial officer)
*
Charles P. Grom Vice President and Corporate Controller
(principal accounting officer)
*
Benson F. Smith President and Chief Operating Officer
and Director
*
Joseph F. Abely, Jr. Director
*
William T. Butler, M.D. Director
*
Raymond B. Carey, Jr. Director
*
Daniel A. Cronin, Jr. Director
*
T. Kevin Dunnigan Director
*
Regina E. Herzlinger Director
*
Robert P. Luciano Director
*
Robert H. McCaffrey Director
*By: /s/ William H. Longfield
William H. Longfield
Attorney-In-Fact
INDEX TO EXHIBITS
Exhibit
Number Exhibits Sequentially
Numbered
Page
(4) Rights Agreement, dated as of October 11, 1995, between C.R. Bard,
Inc. and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 1 of the Current Report on
Form 8-K dated October 11, 1995).
(5) Opinion of Richard A. Flink, Esq., regarding the legality of the
Shares.
(23)(a) Consent of Arthur Andersen LLP.
(23)(b) Consent of Richard A. Flink (included in exhibit 5).
(24) Powers of Attorney.
December 21, 1995
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Dear Sirs:
In connection with the Registration Statement on Form S-3
(the "Registration Statement") and the related prospectus (the
"Prospectus") of C. R. Bard, Inc. (the "Company") relating to the
registration of 672,618 shares of the Company's Common Stock, par
value $.25 per share (the "Shares"), to be sold from time to time
by the selling stockholders named in the Registration Statement,
I am of the opinion that the Shares have been duly authorized and
are validly issued, fully paid and non-assessable under the
provisions of the New Jersey Business Corporation Act.
I hereby consent to the reference to me under the caption
"Legal Matters" in the Prospectus and to the filing of this
opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Richard A. Flink
Richard A. Flink
Vice President and
General Counsel
RAF:bgc
EXHIBIT (23) (a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Form S-3 registration
statement of our report dated February 8, l995 included in C.R.
Bard, Inc.'s Form l0-K for the year ended December 3l, l994 and
to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
December l9, l995
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Joseph F. Abely, Jr.
Joseph F. Abely, Jr.
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ William T. Butler
William T. Butler
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Raymond B. Carey, Jr.
Raymond B. Carey, Jr.
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Daniel A. Cronin, Jr.
Daniel A. Cronin, Jr.
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ T. Kevin Dunnigan
T. Kevin Dunnigan
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Regina E. Herzlinger
Regina E. Herzlinger
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Robert P. Luciano
Robert P. Luciano
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Robert H. McCaffrey
Robert H. McCaffrey
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ William C. Bopp
William C. Bopp
Executive Vice President and
Chief Financial Officer and
Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Benson F. Smith
Benson F. Smith
President and Chief
Operating Officer and Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director of C. R. BARD, INC. (the "Company"), in his
or her capacity as set forth below, hereby constitutes and
appoints WILLIAM H. LONGFIELD his or her true and lawful attorney
and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company, including without
limitation, the power and authority to sign the name of the
undersigned director in the capacity indicated below opposite the
name of such director to the Registration Statement on Form S-3
or any Form relating to the sale of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to
said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the
effective date of such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto,
whether such amendments are filed before or after the effective
date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 21st day of December, 1995.
/s/ Charles P. Grom
Charles P. Grom
Vice President and Corporate Controller
