-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MTRMiPEIgW4iQ40a+KLImB1PWwfkhbjPOmvH5fbUfijy+G+9cEPcdytrdfDv4t5j lYkYPyc9s3jyi+wReJAyRw== 0000916641-96-001045.txt : 19961202 0000916641-96-001045.hdr.sgml : 19961202 ACCESSION NUMBER: 0000916641-96-001045 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961126 EFFECTIVENESS DATE: 19961126 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAYLORD COMPANIES INC CENTRAL INDEX KEY: 0000930114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 311421571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16853 FILM NUMBER: 96672810 BUSINESS ADDRESS: STREET 1: 4006 VENTURE COURT CITY: COLUMBUS STATE: OH ZIP: 43228 BUSINESS PHONE: 6147712777 MAIL ADDRESS: STREET 1: 4006 VENTURE COURT CITY: COLUMBUS STATE: OH ZIP: 43228 S-8 1 GAYLORD COMPANIES, INC. S-8 As filed with the Securities and Exchange Commission on November 26, 1996 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 42228 (Address of principal executive offices) (Zip Code) Option Agreement between Gaylord Companies, Inc. and Alexander Troy Consultants, Inc. (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) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered Per Share(1) Offering Price Registration Fee ================================================= ================================================================== Shares of Common Stock, $.01 par value ("Common Stock")............................... 100,000 1.25 125,000 37.88 Total Registration Fee........................... ================================================= ==================================================================
(1) Pursuant to Rule 457, the offering price of such shares is estimated solely for the purpose of determining the registration fee. 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-K for the fiscal year ended December 31, 1995, 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, 1995; (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. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Martin C. Licht, a director of the Company, is counsel to the Company. -2- 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 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. -3- Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. Number Description of Exhibit 4.1 -- Consulting Agreement between the Company and Alexander Troy Consultants, Inc. 5.1 -- Opinion of Martin C. Licht, Esq., counsel to the Company. 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 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 (COPYRIGHT) 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. -4- 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. -5- 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 November 21, 1996. 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 President, Chief Operating Officer, November 21, 1996 - ---------------------- Director John D. Critser /s/ John Gaylord Chairman of the Board, Chief November 21, 1996 - ---------------------- Executive Officer, Treasurer, Chief John Gaylord Financial Officer and Director /s/ George Gaylord Senior Chairman of the Board November 21, 1996 - ---------------------- George Gaylord /s/ Martin C. Licht Director November 21, 1996 - ---------------------- Martin C. Licht
EX-4 2 EXHIBIT 4.1 EXHIBIT 4.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made as of this 18th day of November, 1996, by and between Gaylord Companies, Inc., Columbus, Ohio, a Delaware corporation having an office at 4006 Venture Court, Columbus, Ohio 43228 (the "Company") and Alexander Troy Consultants, Inc., a Florida corporation having an office at 1515 S. Orlando Avenue, Suite 1200, Maitland, Florida 32751 (the "Consultant"). RECITALS WHEREAS, the Company desires to engage the Consultant to provide certain consulting services with respect to the Company's business and the Consultant is willing to provide such services on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, the parties hereby agree as follows: 4. Consulting Engagement. 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 financial public relations, strategic planning and business development, including targeting of acquisitions for the Company and such other aspects of the business of the Company as Consultant and the Company may agree from time to time. Consultant agrees to use its best efforts to perform all services required hereunder in a competent and timely manner. The Consultant shall be required to render on a monthly basis a written report, within ten days of the end of each month, to the Company with respect to the foregoing services and documenting its activities. 5. Compensation. In consideration of the consulting services to be rendered as set forth herein, and subject to the terms and conditions set forth herein, the Company shall issue to the Consultant 100,000 shares of the Company's common stock, $.01 par value. 6. Term of the Agreement. (a) The term of this Agreement shall commence as of the date first set forth above, and, shall continue for a period of six months unless earlier terminated pursuant hereto, such term may be extended for an additional six months upon the mutual agreement of the Company and the Consultant. (b) In the event that the Company is not satisfied with the Consultant's services provided hereunder in the Company's sole discretion, then within forty five days of the date hereof, the Company shall send written notice to the Consultant terminating this Agreement and within five days thereafter, the Consultant shall return all of the compensation received -1- hereunder less the actual documented out-of-pocket expenses of the Consultant, which amount of expenses shall not exceed the compensation received by the Consultant. (c) In addition to the rights provided in paragraph 3(b), in the case of any material breach by Consultant of its 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 (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. (d) 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. 7. Representations, Warranties and Covenants of the Consultant. (a) The Consultant hereby represents and warrants that it has full power and legal right and authority to execute, deliver and perform under this Agreement, that the officers and individuals executing this Agreement on behalf of the Consultant shall have full power and authority to do so. (b) The Consultant hereby represents and warrants: (i) This Agreement has been duly authorized by all necessary corporate and individual action, executed and delivered by the Consultant and constitutes the legal, valid and binding obligation of the Consultant, enforceable against the Consultant in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the rights of creditors generally and to general principles of equity. (ii) Neither Consultant, nor its affiliates, officers or directors, as such terms are defined under the Securities Act, shall be engaged, directly or indirectly, in capital-raising transactions in connection with the services to be rendered hereunder. (iii) Consultant is an accredited investor as that term is defined in the Securities Act of 1933. (iv) David Heredia will perform substantially all of the consulting tasks to be performed by Consultant hereunder. (v) No petition under any Federal or State bankruptcy or insolvency law has been filed by or against Consultant. -2- (vi) Neither Consultant nor any affiliate, officer or director has been convicted in a criminal proceeding, nor is the subject of a criminal proceeding which is presently pending or threatened. (vii) Neither Consultant nor any affiliate, officer or director has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, which permanently or temporarily enjoined them from any of the following activities: (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant or any other person regulated by the Commodity Futures Trading Commission; or as an associated person of any of the foregoing; or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of an investment company, bank, savings and loan association or insurance company or any other person regulated by the Securities and Exchange Commission; or engaging in or continuing any conduct or practice in connection with such activities; (B) engaging in any type of business practice; (C) engaging in any activity in connection with the purchase or sale of any security or commodity in connection with any violation of Federal or State securities laws or Federal commodities laws. (viii) Neither Consultant nor any affiliate, officer or director has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than thirty (30) days their right to engage in any of the activities described above or their right to be associated with persons engaged in any of such activities. (ix) Neither Consultant nor any affiliate, officer or director has been found by a court in a civil or criminal action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any Federal or State securities law, or any Federal commodities law, where such judgment has not subsequently been reversed, suspended or vacated. (x) Neither Consultant nor any affiliate, officer or director has been the subject of any professional disciplinary proceeding. -3- (xi) No administrative sanctions have been levied against Consultant. (c) The Consultant hereby covenants and agrees to indemnify and hold harmless the Company from and against and in respect of (i) any and all losses and damages resulting from any misrepresentation or breach of any warranty, covenant or agreement by the Consultant made in paragraph 4(b) and (ii) any and all actions, suits, proceedings, claims, demands, judgments, costs, and expenses, including attorney's fees, incident to the foregoing. 8. Confidentiality. Consultant understands that, in performing its responsibilities hereunder, it 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 its employees, auditors, attorneys, representatives and other advisors and 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 (i) disclosed in any filing by the Company pursuant to the Securities Exchange Act of 1934, (ii) available to the public other than as a result of a disclosure by Consultant in violation of the terms hereof, (iii) available to Consultant on a non-confidential basis prior to disclosure to Consultant by the Company, or (iv) 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. 9. Authorization. Each party hereto has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement. 10. 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. 11. 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. 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 -4- 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. 13. Survival. The indemnification granted under Section 4 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. 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 enlist, hire or retain counsel, consultants, advisors, experts or other third parties to assist it in carrying out and administering its duties and responsibilities hereunder. 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. 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. 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. 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. -5- 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, 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 D. Critser ------------------------------- Name: John D. Critser Title: President ALEXANDER TROY CONSULTANTS, INC. By: /s/ David S. Heredia ------------------------------- Name: David S. Heredia Title: President and Chief Executive Officer -6- EX-5 3 EXHIBIT 5.1 MARTIN C. LICHT EXHIBIT 5.1 12 East 49th Street, 37th Floor New York, N.Y. 10017 (212) 317-8872 Facsimile: (212) 371-9735 November 22, 1996 Gaylord Companies, Inc. 4006 Venture Court Columbus, Ohio 43228 Attn: John Gaylord Re: Registration Statement on Form S-8 Gentlemen: I refer to the offering (the "Offering") of the following securities (collectively, the "Securities") of Gaylord Companies, Inc., a Delaware corporation (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"): A. 100,000 shares of Common Stock, $.01 par value (the "Common Stock"), of the Company, being registered on behalf of the Company; In furnishing my opinion, I have examined copies of the Registration Statement and the Exhibits thereto. I 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 I have deemed relevant and necessary under the circumstances as the basis of the opinion expressed herein. In all such examinations, I have assumed the authenticity of all documents submitted to me 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, I have obtained from officers of the Company such assurances as I 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 I 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 Exchange Commission, as the same may hereafter be amended; and (b) the Securities to be sold for the account of the Company shall have been sold as contemplated in the Registration Statement, then all of the Securities, upon execution and delivery of proper certificates therefor, will be duly authorized, validly issued and outstanding, fully paid and nonassessable. I hereby consent to the use of my name in the Registration Statement and in the prospectus forming a part of the Registration Statement (the "Prospectus"), to references to this opinion contained therein under the caption of the Prospectus entitled "Legal Matters," and to the inclusion of this opinion in the Exhibits to the Registration Statement. I am a director of the Company. I am a member of the Bar of the State of New York and I do not express herein any opinion as to any matters governed by any law other than the law 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 Securities pursuant to and as contemplated by the Registration Statement. Very truly yours, MARTIN C. LICHT EX-23 4 EXHIBIT 23.1 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 16, 1996, 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 November 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----