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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_______________
Commission File Number 0-16148
MULTI-COLOR CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 31-1125853
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
250 WEST FOURTH STREET, CINCINNATI, OHIO 45202
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (513) 381-1480
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The aggregate market value of voting stock based on a closing price of $6.50 per
share held by nonaffiliates of the registrant is $8,971,300 as of June 24, 1996.
As of June 24, 1996, 2,276,429 shares of common stock, no par value, were issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended March 31, 1996 which are furnished to the Commission pursuant to Rule
14a-3(b) are incorporated by reference in Part II.
Portions of the Registrant's definitive Proxy Statement for its 1996 Annual
Meeting of Shareholders are incorporated by reference in Part III.
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PART I
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ITEM 1. BUSINESS
GENERAL
Multi-Color is one of the largest producers of printed labels for branded
consumer products in the United States. Labels printed by the Company appear
principally on mass-marketed products for which label appearance is a
significant element of product marketing and merchandising. In its latest fiscal
year, Multi-Color produced labels for a variety of consumer products including
liquid detergents, fabric softeners, liquid soaps, anti-freeze, motor oil,
chewing gum and food products. Multi-Color currently produces labels for
approximately 60 customers.
In 1985, Multi-Color acquired the net assets of the label divisions of
Georgia-Pacific (the "Acquisition") for $14.3 million cash and a $1 million
secured subordinated note. The assets acquired consisted of working capital of
approximately $7.9 million and fixed assets having a net book value to
Georgia-Pacific of approximately $5.7 million. The Acquisition was financed by a
$1.4 million term loan, $6.4 million in borrowings under a line of credit and a
$6.5 million Industrial Revenue Bond.
Multi-Color established the Multi-Color Graphic Services division in 1987. This
division supplies color separations of labels and engraves cylinders. The
division was formed to improve the quality of separations and engravings
supplied to Multi-Color and its customers. This division completed an expansion
in fiscal 1991 that allows it to engrave cylinders for the Company's Scottsburg
and Cincinnati plants.
The Company constructed a rotogravure printing plant in Scottsburg, Indiana in
1990. This plant was built to provide additional printing capacity and
capabilities to meet the changing needs of the marketplace.
Both of the above facilities were primarily financed by $9.0 million in
industrial revenue bonds.
The Company closed its Lockport, Illinois plant in the quarter ended December
26,1993 as a part of the Company's restructuring. Certain printing and finishing
equipment was moved to the Cincin nati plant. The consolidation of the
manufacturing facilities was designed to improve profitability.
The Company's executive offices are located at 205 West Fourth Street,
Cincinnati, Ohio 45202, and its telephone number is (513)381-1480. Unless the
context otherwise requires, the
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"Company" and "Multi-Color" refer to Multi-Color Corporation and its
predecessors, including the label divisions of Georgia-Pacific.
PRODUCTS
The Company began producing paper labels in 1918 and has customer relationships
that have existed since that time. Multi-Color produces labels which are used to
wrap products or are affixed to finished product containers. These labels are
printed for chewing gum, bar soaps, canned food products, bottled (glass and
plastic) products, boxed food products and canned pet foods. In addition, the
Company produces gift wrap, printed plastic overwrap for paper towels and toilet
tissue and printed diaper backsheets.
In 1980, Multi-Color developed the in-mold label in response to the increasing
use of blow-molded plastic containers. Working in conjunction with a customer,
the Company and a leading supplier of blow-molded plastic containers developed
the in-mold label process which applies a label to a plastic container as the
container is being formed in the mold cavity. Multi-Color developed the label
and the method of applying the heat-activated adhesive to the label. The in-mold
label solves many of the quality problems associated with conventional labels
and produces a more attractive labeled container.
Multi-Color provides printed in-mold labels to consumer product companies and,
in addition, sells the unprinted in-mold label substrate to other label printing
companies. In-mold labels produced by Multi-Color are used on liquid consumer
product containers for laundry detergents, fabric softeners, fruit juices,
bleach, anti-freeze, dishwashing detergents and vegetable oils.
Based on the technological capabilities of its printing facilities, the Company
has introduced the following value added products in the growing markets listed
below:
(1) New plastic in-mold products for the personal care and
household chemical markets which should offer superior value
compared to current labeling techniques.
(2) New in-mold label product for injection molding in the ice
cream and food markets, new potential markets not previously
entered.
In addition, the Company is seeking to market the unique services of its
Graphics Division to customers other than its label customers and believes that
significant potential exists for this technology.
In addition, Multi-Color has expanded the reach of its products through exports
and licensing agreements in a number of countries.
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SALES AND MARKETING
Multi-Color receives annual or quarterly requirements estimates for labels from
its customers and ships against orders received, except in certain cases where
the Company has agreements with minimum purchase requirements. The following
list sets forth certain principal customers of the Company:
Campbell Soup Company Gibson Greetings, Inc.
Colgate-Palmolive Company Lever Brothers Company
The Clorox Company The Procter & Gamble Company
The Coca-Cola Company Wm. Wrigley Jr. Company
First Brands Corporation Tropicana
Reckitt & Colman Prestone Products
The Dial Corp. Dow Brands
Campbell Soup Company, and Wm. Wrigley Jr. Company have been customers of the
Company since at least 1921.
The Company's marketing efforts are directed toward obtaining new customers and
increasing the Company's share of existing customers' overall label requirements
by meeting their specialized and technical label needs. The Company's marketing
strategy is to emphasize those sectors where Multi-Color's equipment and
expertise distinguish the Company from other label producers. The Company
maintains a marketing staff of nine people who are responsible for developing
innovative solutions, including new labels, for customers' label needs.
Approximately 49% of the Company's total sales in fiscal 1996 were to three
customers: The Procter & Gamble Company, 23% (divided among six categories with
separate purchasing authority); Wm. Wrigley Jr. Company, 14%; and Alvin Press
12%. The loss or substantial reduction of the business of any of the major
customers would have a material adverse effect on the Company.
PRINTING OPERATIONS
Multi-Color's printing equipment includes rotogravure printing presses in its
Scottsburg and Cincinnati plants; flexographic, letterset printing presses and
lithographic presses in its Cincinnati plant. All of the Company's presses are
capable of multi-color, high-speed and high-quality graphic printing. The
Company also has a wide variety of cutting and finishing equipment used to
process printed material. The wide range of capabilities and versatility
provided by the Company's equipment permits it to respond rapidly to changing
customer needs, including the develop ment of new products.
Multi-Color currently uses its letterset printing capacity exclusively for
printing gum wrappers for Wm. Wrigley Jr. Company.
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The Company does not maintain backlogs of advance purchase commitments because
these figures are not necessarily a reliable indicator of long-term business
activity.
RESEARCH AND DEVELOPMENT
Multi-Color believes research and development of new products will help it
maintain its leading position in the in-mold label business. While the process
for making paper in-mold labels is not patented, Multi-Color believes its
experience and expertise related to the production of in-mold labels have
enabled it to maintain its leadership in the in-mold label and substrate market.
The Company's emphasis is to develop and market new products for applications
where superior technical characteristics are required. Multi-Color developed and
is successfully marketing a range of plastic in-mold labels for applications in
which plastic containers are subjected to more demanding physical requirements.
Multi-Color's research and development expenditures totaled $141,000 in fiscal
1996, $183,000 in fiscal 1995 and $256,000 in fiscal 1994.
RAW MATERIALS
Multi-Color purchases its raw materials such as papers, inks, coatings, resins,
adhesives and other materials from a broad range of alternate suppliers. The
Company currently relies on a sole qualified supplier of in-mold label adhesives
because that supplier has multiple physical locations in the U.S. and overseas.
The Company has tested several other potential sources of this material which it
believes could replace its current source. However, any difficulty in obtaining
in-mold adhesive would adversely affect in-mold label sales until a new adhesive
supplier was approved by Multi-Color and labels produced with the alternate
adhesive were qualified by Multi-Color's customers. The Company has not
experienced any difficulty in obtaining adequate supplies of raw materials and
does not anticipate any such difficulty in the future.
COMPETITION
The Company has a large number of competitors in its traditional label business
and three principal competitors in the in-mold label and substrate business.
Some of these competitors have greater financial and other resources than the
Company. Multi-Color could be adversely affected should a competitor develop
labels similar or technologically superior to the Company's in-mold label.
Although price is an important competitive factor in the Company's business, the
Company believes sales are principally dependent upon quality, service,
technical expertise and experience. Customer service,
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quality and qualification requirements present barriers to new entrants into
Multi-Color's markets.
EMPLOYEES
As of March 31, 1996, the Company had 277 employees, of whom 74 were salaried
and 203 were hourly. Hourly employees at its Cincinnati plant are represented by
national unions under contracts expiring on July 15, 1996. Multi-Color considers
its labor relations to be good and has not experienced any work stoppages since
the Acquisition.
REGULATION
The Company is subject to regulation by the Federal and State environmental
protection agencies.
The United States Food and Drug Administration regulates the raw materials used
in labels for food products. These regulations apply to the consumer products
companies for which Multi-Color produces labels. Multi-Color uses materials
specified by the consumer products companies in producing labels for food
products.
The increasing concern about disposal of plastics may result in regulatory
action which may adversely affect the Company's sales if the use of plastic
containers is limited. On the other hand, the increased recyclability of plastic
containers with plastic in-mold labels, a product the Company introduced, may
increase the market for the Company's products.
ITEM 2. PROPERTIES
Multi-Color operates three production facilities. The Company's Cincinnati plant
is housed in a 300,000 square foot building situated on seven acres of land. The
Scottsburg, Indiana plant has 56,300 square feet and is situated on 14 acres, 30
miles north of Louisville. The Boone County facility, housing its Multi-Color
Graphics division, has approximately 12,000 square feet and is located on
approximately 3 acres 10 miles south of Cincinnati. The Company owns the real
estate constituting all of its plant sites. The land and buildings of all the
plant sites are encumbered by mortgages in favor of PNC Bank, Ohio, National
Association, as agent under the Company's credit facility. The Company's
executive offices located at 250 West Fourth Street, Cincinnati, Ohio in
approximately 5,000 square feet of leased office space. The Company believes its
properties are adequate for its present and anticipated needs, are in good
condition, are well-maintained and are suitable for the Company's intended uses.
ITEM 3. LEGAL PROCEEDINGS
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders during the
fourth quarter of the fiscal year ending March 31, 1996.
PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Market Information and Dividend Policy on pages 1 and 21 of the 1996 Annual
Report to Shareholders are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 1 of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 4 through 8 of the 1996 Annual Report to Shareholders are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and related notes together with the Report of
Independent Certified Public Accountants, appearing on pages 9 through 20 of the
1996 Annual Report to Shareholders, are incorporated herein by reference.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant's Report on Form 8-K filed May 10, 1996 is incorporated herein by
reference.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors and executive officers of the Registrant is
contained on pages 5 and 6 of the Registrant's definitive proxy statement dated
June 28, 1996 for the 1996 annual shareholders' meeting. This proxy statement
was filed with the SEC pursuant to Regulation 14A and is incorporated herein by
reference.
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ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is contained on pages 7 through 10
of the Registrant's definitive proxy statement dated June 28, 1996 for the 1996
annual shareholders' meeting. This proxy statement was filed with the SEC
pursuant to Regulation 14A and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management is contained on
pages 2, 3 and 5 of the Registrant's definitive proxy statement dated June 28,
1996 for the 1996 annual shareholders' meeting. This proxy statement was filed
with the SEC pursuant to Regulation 14A and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions are contained on page 12 of the
Registrant's definitive proxy statement dated June 28, 1996 for the 1996 annual
shareholders' meeting. This proxy statement was filed with the SEC pursuant to
Regulation 14A and is incorporated herein by reference.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements of Multi-Color Corporation, the
related notes, and the Report of Independent Certified Public
Accountants, included in the 1996 Annual Report to Shareholders, are
incorporated herein by reference.
Statements of Operations for the years ended March 31, 1996, April 2,
1995 and April 3, 1994
Balance Sheets as of March 31, 1996 and April 2, 1995
Statements of Shareholders' Investment for the years ended March 31,
1996, April 2, 1995 and April 3, 1994
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Statements of Cash Flows for the years ended March 31, 1996, April 2,
1995 and April 3, 1994
Notes to Financial Statements
Report of Grant Thornton LLP, Independent Certified Public Accountants
(a)(2) Financial Statement Schedules
The report of the Registrant's predecessor accountant is set forth below. All
other schedules have been omitted because either they are not required or the
information is included in the financial statements and notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Directors of
Multi-Color Corporation:
We have audited the accompanying balance sheet of Multi-Color Corporation (an
Ohio corporation) as of April 2, 1995 and the related statements of operations,
shareholders' investment and cash flows for each of the two fiscal years in the
period ended April 2, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Multi-Color Corporation as of
April 2, 1995 and the results of its operations and its cash flows for each of
the two fiscal years in the period ended April 2, 1995, in conformity with
generally accepted accounting principles.
June 16, 1996
Cincinnati, Ohio Arthur Andersen LLP
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(a)(3) List of Exhibits
Exhibit Filing
Number Description of Exhibit Status
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3(i) Amended and Restated Articles of Incorporation h
3(ii) Amendment to Amended and Restated Articles of h
Incorporation
3(iii) Amended and Restated Code of Regulations a
10.1 Waiver, Amendment and Restatement of Credit, h
Reimbursement and Security Agreement dated
February 23, 1996
10.2 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $5,750,000 City of Scottsburg, Indi
ana Economic Development Revenue Bonds
10.3 Trust Indenture securing City of Scottsburg, e
Indiana Economic Development Revenue Series
1989 dated as of October 1, 1989
10.4 Patent and License Security Agreement dated e
November 6, 1989 by the Company and Barclays
Business Credit, Inc.
10.5 Bond Purchase Agreement for $5,750,000 City of e
Scottsburg, Indiana Economic Development Reve
nue Bonds Series 1989
10.6 Remarketing Agreement dated October 1, 1989 by e
and among the Company, The Ohio Company and
The PNC Bank (Formerly The Central Trust
Company, N.A.)
10.7 Loan Agreement between the Company and Port a
Authority of Cincinnati and Hamilton County
dated as of November 1, 1985
10.8 Amendment to Loan Agreement between the b
Company and Port Authority of Cincinnati and
Hamilton County
10.9 First Refusal Agreement among the Company's a
shareholders
10.10 Loan Agreement between City of Scottsburg, e
Indiana and Multi-Color dated October 1, 1989
for $5,750,000
10.11 Trust Indenture securing County of Boone, e
Kentucky Industrial Building Revenue Bonds,
Series 1989 dated as of December 1, 1989
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Exhibit Filing
Number Description of Exhibit Status
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10.12 Loan Agreement between County of Boone, e
Kentucky and Multi-Color for $3,250,000 dated
as of December 1, 1989
10.13 Remarketing Agreement dated as of December 1, e
1989 by and among the Company, The Ohio
Company and The PNC Bank (Formerly The Central
Trust Company, N.A.)
10.13 Remarketing Agreement dated October 1, 1989 by e
and among the Company, The Ohio Company and
The PNC Bank (Formerly The Central Trust Com
pany, N.A.)
10.14 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $3,250,000 County of Boone, Kentucky
Industrial Building Revenue Bonds
10.15 Bond Purchase Agreement for $3,250,000 County b
of Boone, Kentucky Industrial Building Revenue
Bonds Series 1989
10.16 Trust Indenture securing Port Authority of b
Cincinnati and Hamilton County, Ohio Industri
al Revenue Development Bonds dated November 1,
1985
10.17 Supplemental Trust Indenture to Trust Inden b
ture securing Port Authority of Cincinnati and
Hamilton County Ohio Industrial Development
Revenue Bonds
10.18 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $6,500,000 Port Authority of Cincin
nati and Hamilton County, Ohio Industrial Rev
enue Development Bonds
10.19 Substituted Revolving Note dated February 23, h
1996 made by the Company to PNC Bank, Ohio,
National Association, in the Principal amount
of $1,875,000
10.20 Substituted Revolving Note dated February 23, h
1996 made by the Company to Star Bank,
National Association, in the principal amount
of $1,875,000
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Exhibit Filing
Number Description of Exhibit Status
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10.21 First Amendment and Waiver Agreement dated h
May 2, 1996
MANAGEMENT CONTRACTS AND COMPENSATION PLANS
10.22 1985 Stock Option Plan a
10.23 1987 Stock Option Plan a
10.24 1992 Directors' Stock Option Plan a
10.25 Profit Sharing/401(k) Retirement Savings Plan a
and Trust
10.26 Deferred Compensation Rabbi Trust Agreement h
10.27 Multi-Color Employee Stock Purchase Plan as g
amended and restated dated March 4, 1992
10.28 Employment Agreement - William R. Cochran h
10.29 Severance Agreement - John C. Court h
10.30 Severance Agreement - John D. Littlehale h
10.31 Severance Agreement - John R. Voelker h
10.32 Severance Agreement - William R. Cochran h
11 Computation of Earnings Per Share h
13 Annual Report to Shareholders h
23.1 Consent of Grant Thornton LLP Independent h
Certified Public Accountants
23.2 Consent of Arthur Andersen LLP Independent h
Certified Public Accountants
27 Financial Data Schedule h
99 Form 8-K filed May 10, 1996 h
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a Filed as an exhibit to Registration Statement #33-51772 and incorporated
herein by reference.
b Filed as an exhibit to the Form 10-K for the 1994 fiscal year and
incorporated herein by reference.
e Filed as an exhibit to the Form 10-K for the 1990 fiscal year and
incorporated herein by reference.
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f Filed as an exhibit to the Form 10-K for the 1993 fiscal year and
incorporated herein by reference.
g Filed as an exhibit to the Form 8-K filed on March 16, 1992.
h Filed herewith.
(b) Reports on Form 8-K.
On March 2, 1996, the Registrant filed a Report on Form 8-K reporting
its execution of an Amended and Restated Loan Agreement with its
Lenders.
On March 9, 1996, the Registrant filed a Report on Form 8-K reporting
its engagement of Grant Thornton LLP as its independent auditors for the
fiscal year ended March 31, 1996 and the dismissal of its previous
independent accountants, Arthur Andersen LLP.
On May 10, 1996, the Registrant filed a Report on Form 8-K Reporting the
issuance of its Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MULTI-COLOR CORPORATION
Dated: June 28, 1996 (Registrant)
/s/John C. Court
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John C. Court
President, Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the date indicated.
Name Capacity Date
/s/John C. Court President, Chief Exec June 28, 1996
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John C. Court utive Officer, Direc
tor
/s/John D. Littlehale Vice President, Secre June 28, 1996
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John D. Littlehale tary and Director
/s/William R. Cochran Vice President, Chief June 28, 1996
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William R. Cochran Financial Officer
(Principal Financial
Officer and
Principal Accounting
Officer)
/s/Burton D. Morgan Chairman of the Board June 28, 1996
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Burton D. Morgan of Directors
/s/Lorrence T. Kellar Director June 28, 1996
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Lorrence T. Kellar
/s/David H. Pease, Jr. Director June 28, 1996
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David H. Pease, Jr.
June 28, 1996
/s/Louis M. Perlman Director
Louis M. Perlman
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MULTI-COLOR CORPORATION
EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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3(i) Amended and Restated Articles of
Incorporation
3(ii) Amendment to Amended and Restated
Articles of Incorporation
10.1 Waiver, Amendment and Restatement of
Credit, Reimbursement and Security
Agreement dated February 23, 1996
10.19 Substituted Revolving Note dated
February 23, 1996 made by the Company to
PNC Bank, Ohio, National Association, in
the Principal amount of $1,875,000
10.20 Substituted Revolving Note dated
February 23, 1996 made by the Company to
Star Bank, National Association, in the
principal amount of $1,875,000
10.21 First Amendment and Waiver Agreement
dated May 2, 1996
10.26 Deferred Compensation Rabbi Trust
Agreement
10.28 Employment Agreement - William R. Cochran
10.29 Severance Agreement - John C. Court
10.30 Severance Agreement - John D. Littlehale
10.31 Severance Agreement - John R. Voelker
10.32 Severance Agreement - William R. Cochran
11 Computation of Earnings Per Share
13 Annual Report to Shareholders
23.1 Consent of Grant Thornton LLP,
Independent Certified Public Accountants
23.2 Consent of Arthur Andersen LLP,
Independent Certified Public Accountants
27 Financial Data Schedule
99 Form 8-K filed May 10, 1996