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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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GRAHAM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 16-1194720
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION OF IDENTIFICATION NO.)
GRAHAM CORPORATION
20 Florence Avenue
Batavia, NY 14020
(716) 343-2216
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WILLIAM A. SMITH, JR., ESQ.
GENERAL COUNSEL
GRAHAM CORPORATION
20 Florence Avenue
Batavia, NY 14020
(716) 343-2216
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WITH COPIES TO:
W. EDWARD BRIGHT, ESQ.
THACHER PROFFITT & WOOD
Two World Trade Center
New York, NY 10048
(212) 912-7435
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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 the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. / /
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 this form is a post-effective amendment filed pursuant to Rule
462(d) 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. / /
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CALCULATION OF REGISTRATION FEE
Title of Shares to be Registered Amount to be Registered Proposed Maximum Proposed Maximum Amount of
Offering Price Per Unit(1) Aggregate Offering Price Registration Fee
Common Stock...................... 212,539 $18.125 $3,852,269 $1,167
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, pursuant to
which shares are considered to be offered at the average of the high and
low sale price of Graham Corporation common stock as of the close of the
day on September 8, 1997 as reported on the American Stock Exchange
The Registrant hereby amends this Registration Statement on such 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
PROSPECTUS
212,539 Shares
GRAHAM CORPORATION
COMMON STOCK
This Prospectus may be used in connection with the offer and sale of up
to 212,539 shares of common stock, par value $0.10 per share (the "Common
Stock"), of Graham Corporation, a Delaware corporation ("Graham" or the
"Company") (such shares being referred to as the "Offered Shares"), 211,876 of
which are proposed to be offered for sale by and for the account of F.D.
Berkeley III ("Mr. Berkeley"), the Chairman of Graham Corporation (the "Berkeley
Shares") and 663 of which are proposed to be offered for sale by and for the
account of the Company from the Company's treasury shares (the "Treasury
Shares"). Any sales of the Offered Shares will be at market prices (plus
customary or negotiated brokerage commissions) prevailing at the time of sale in
the case of transactions consummated on the American Stock Exchange (the "ASE")
and at negotiated prices related to market prices in privately negotiated
transactions consummated off the floor of the ASE.
SEE "RISK FACTORS" ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS TO BE
CONSIDERED BY INVESTORS.
The Common Stock of Graham is listed on the American Stock Exchange
under the symbol "GHM." On September 8, 1997, the last reported sale price of
the Common Stock on the American Stock Exchange Composite Transactions Tape was
$181/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER __, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Graham has filed with the Securities and Exchange Commission (the
"Commission"), pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), an Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, a Transition Report on Form 10-Q for the three months
ended March 31, 1997 and a Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, copies of which are being delivered together with this Prospectus
and are hereby incorporated by reference in and made a part of this Prospectus.
In addition, Graham has filed with the Commission pursuant to Section 12 of the
Exchange Act a registration statement on Form 8B dated March 7, 1983, which is
hereby incorporated by reference in and made a part of this Prospectus.
All documents filed by the Company with the Commission, pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining to be sold, shall be deemed to be incorporated by reference
in and to be a part of this Prospectus from the date of filing such documents.
Any statement contained in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
is also deemed to be incorporated by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS
TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST DIRECTED TO
WILLIAM A. SMITH, JR., GENERAL COUNSEL, GRAHAM CORPORATION, 20 FLORENCE AVENUE,
BATAVIA, NEW YORK 14020, TELEPHONE: 716-343-2216.
AVAILABLE INFORMATION
Graham is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copies may be obtained at the principal office
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission. Copies of such materials can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates and through the internet from the
Commission's EDGAR database at www.sec.gov. Reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, New York 10006.
Graham has filed with the Commission a Registration Statement on Form
S-2 (herein, together with all amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Offered Shares. This Prospectus does not contain all of the
information in the Registration Statement and the exhibits and schedules
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein and filed as an exhibit to the
Registration Statement are not necessarily complete and, in each instance,
reference is made to the copy of such document or
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other document filed as an exhibit to the Registration Statement, each being
qualified in all respects by such reference. For further information with
respect to Graham and the Common Stock, reference is hereby made to the
Registration Statement and the exhibits and schedules thereto.
Graham was incorporated in 1983 under the laws of the State of
Delaware. Graham is the successor to Graham Manufacturing Co., Inc. a
corporation organized under the laws of the State of New York in 1936, which is
now a wholly-owned subsidiary of Graham. Graham's executive offices are located
at 20 Florence Avenue, Batavia, NY 14020, telephone number (716) 343-2216.
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE COMPANY
Graham was organized in 1983 as a Delaware holding company and is the
successor to Graham Manufacturing Co., Inc., now a wholly owned subsidiary of
the Company. Graham Manufacturing Co., Inc. was organized in 1936 under the laws
of the State of New York. The Company manages the activities of various
subsidiaries that are located in the United States and the United Kingdom. The
Company is primarily engaged in the custom manufacture and design of vacuum and
heat transfer equipment. The principal customers for these products are large
industrial corporations in the chemical, petrochemical, petroleum refining and
electric power generating industries. The Company's products are sold through a
combination of direct sales engineers and independent sales representatives
located in over 40 major cities in the United States and abroad. Consolidated
sales in 1996 were $51,394,000, resulting in a net income of $3,061,000 or $1.90
per share.
Graham's United States operation consists of one wholly-owned,
incorporated subsidiary, Graham Manufacturing Co., Inc. ("GMC") located in
Batavia, NY. GMC is a leading manufacturer of steam jet ejector vacuum systems.
In addition, GMC is a recognized manufacturer of surface condensers for steam
turbines and various types of heat exchangers such as Heliflow, plate and frame
and special types of nuclear shell and tube heat exchangers. Graham's United
Kingdom operation consists of one subsidiary, Graham Precision Pumps Limited
("GPPL") in Congleton, Cheshire.
Effective April 1, 1997, the Company changed its fiscal year-end from
December 31 to March 31. Management anticipates that this change will be
beneficial to the operations of the business.
Graham's principal executive offices are located at 20 Florence Avenue,
Batavia, NY 14040, telephone number 716-343-2216. See "The Company" herein.
THE BUSINESS
Graham's primary business is the design and manufacture of vacuum and
heat transfer equipment that is primarily custom built. Its product line
includes steam surface condensers, vacuum products, including steam jet ejector
vacuum systems and vacuum pumps, specialty heat exchangers, including Heliflow
and plate exchangers, shell and tube heat exchangers and other products,
including steam vacuum refrigeration units, atmosphere relief valves, air-cooled
products, desuperheaters and the Micro Mix II series of instantaneous steam
water heaters. The principal markets for these products are international
industrial corporations in the chemical, petrochemical, petroleum refining, and
electric power generating industries. The Company's products are sold by a
combination of direct sales engineers and independent sales representatives
located in over 40 major cities in the United States and abroad. The Company's
business is highly competitive, and a substantial number of the Company's
competitors possess greater financial
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resources. While Graham holds a relatively small market share in most of its
product areas, management believes that Graham is one of the leading
manufacturers of steam jet ejectors.
The Company's principal customers include large chemical, petroleum and
power companies, which are the end users of the equipment manufactured by the
Company in manufacturing and refining processes. In addition, the Company
supplies equipment to large engineering contractors in the building and
installation of facilities for such companies and others. Graham is not
dependent upon any individual customer or group of customers, as no customer or
group of customers regularly accounts for more than 10% of Graham's annual
revenue. See "The Business" herein.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Berkeley
Shares. The proceeds of any sales of the Berkeley Shares will be for the benefit
of F.D. Berkeley III.
Graham will receive the net proceeds from the sale of the Treasury
Shares. Graham intends to use the net proceeds that it receives from the sale of
the Treasury Shares (estimated to be approximately $12,000 based on the closing
price per share of Common Stock of $181/8 on September 8, 1997) for working
capital purposes. No portion of the proceeds from the sale of the Treasury
Shares has been earmarked for a particular investment. See "Selling
Security-Holders," "Plan of Distribution" and "Use of Proceeds" herein.
SELLING SECURITY-HOLDERS
The Berkeley Shares are owned by F.D. Berkeley III, Chairman of the
Company, who will receive the proceeds from the sale of any of the Berkeley
Shares. Upon consummation of the offering, if all of the Berkeley Shares were
sold, Mr. Berkeley would no longer directly own any Common Shares. See "Selling
Security-Holders" herein.
PLAN OF DISTRIBUTION
The Offered Shares will not be sold by Mr. Berkeley or Graham
Corporation in any prearranged plan of distribution. The price and manner of
sale of the Berkeley Shares will be in the sole discretion of Mr. Berkeley, and
the price and manner of sale of the Treasury Shares will be in the sole
discretion of the Company. Any sales will be at market prices prevailing at the
time of sale in the case of transactions consummated on the floor of the ASE and
at negotiated prices related to the market price in the case of transactions
consummated off the floor of the ASE in privately negotiated transactions.
DESCRIPTION OF THE COMMON STOCK
The Company's authorized capital stock consists of 6,000,000 shares of
common stock, par value $0.10 per share, and 500,000 shares of preferred stock,
par value $1.00 per share. As of September 1, 1997, the Company had outstanding
1,628,182 shares of Common Stock. As of September 1, 1997, an aggregate 326,800
shares of Common Stock were reserved for issuance under the Company's stock
option plans. See "Description of the Common Stock" herein.
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THE OFFERING
Securities Offered.......................... Common Stock, $0.10 par
value per share. See
"Description of the Common
Stock."
Common Stock Outstanding
as of September 1, 1997............ 1,628,182 Shares
Berkeley Shares to be offered............... 211,876 shares
Treasury Shares to be offered............... 663 shares
Common Stock to be
Outstanding After the Offering of
the Offered Shares................. 1,628,845 Shares
American Stock Exchange Symbol.............. "GHM"
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RISK FACTORS
PROSPECTIVE INVESTORS IN THE OFFERED SHARES OFFERED HEREIN SHOULD
CONSIDER CAREFULLY THE INFORMATION SET FORTH BELOW, AS WELL AS THE OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS.
CONCENTRATION OF CUSTOMERS IN CYCLICAL INDUSTRIES
Historically, almost all of the Company's revenues have been derived
from sales to corporations in the chemical, petrochemical, petroleum refining
and electrical power generating industries. Corporations in these industries
have historically experienced cyclical periods of construction and expansion of
their plants and facilities. Currently, in the United States, these industries
are experiencing a protracted cycle of little expansion of existing facilities.
For example, no new major petroleum refining facilities have been constructed in
the United States in 20 years. Demand for the Company's products has
increasingly come from the construction of new facilities outside the United
States and from the upgrading of existing facilities within the United States.
While the Company believes that demand for its products will increase, there can
be no assurance that the Company will be successful in its efforts to continue
to supply a greater portion of revenues from outside the United States or that
the cyclical downturn in the Company's customer's industries will not continue.
FLUCTUATION OF FINANCIAL RESULTS
The Company's revenues and operating results could fluctuate
significantly from period to period. Given the relatively large sales price of
the Company's products, a limited number product orders may account for a
substantial portion of revenues in any particular period. Revenues and all
related costs on short-term contracts are accounted for on the completed
contracts method and included in income upon substantial completion or shipment
to the customer. Profit margin may vary materially from product to product. As a
result of these and other factors, the Company could experience significant
fluctuations in revenues and operating results in future periods. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Form 10-K for the year ended December 31, 1996 and
the Company's Forms 10-Q for the periods ended March 31, 1997 and June 30, 1997,
copies of which are being delivered together with this Prospectus.
TECHNOLOGICAL OBSOLESCENCE
Because technology in the heat transfer area is well established, new
technologies affect earnings only marginally. The Company believes that its
future success will depend in part upon its ability to enhance existing products
and to develop and manufacture new products that meet new demands from its
customers. The failure to introduce new or enhanced products on a timely and
cost-competitive basis could have a material adverse effect on the Company's
financial condition and results of operation.
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COMPETITIVE MARKETPLACE
The markets in which the Company operates are composed of other global
and regional competitors, some of which may have greater financial, engineering,
manufacturing or other resources than the Company. While the Company believes
that in the manufacture of steam jet ejectors it is a leading manufacturer, the
Company gathers a small percentage of the market share in its other product
areas. There can be no assurance that the Company will have sufficient resources
to continue as a leading manufacturer of steam jet ejectors or that it will be
successful in capturing additional market share in other product areas. See "The
Business."
INCREASED NUMBER OF REGISTERED SHARES
Public trading in the Company's Common Stock may be characterized by a
small trading volume. The addition of a substantial number of additional shares
eligible for public trading may have the effect of creating an excess of the
supply of shares for sale over the demand for shares to be purchased, which may
lead to a decline of the prevailing prices at which shares of the Common Stock
may trade. Additionally, the market price of the Common Stock could be subject
to significant fluctuation if the Offered Shares are sold in large quantities
into the market in response to the significant increase in supply of shares of
Common Stock for public trading.
8
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Berkeley
Shares. The proceeds of any sales of the Berkeley Shares will be for the benefit
of Mr. Berkeley.
Graham will receive the net proceeds from the sale of the Treasury
Shares. Graham intends to use the net proceeds that it receives from the sale of
the Treasury Shares (estimated to be approximately $12,000 based on the closing
price per share of Common Stock of $181/8 on September 8, 1997) for working
capital purposes. No portion of the proceeds from the sale of the Treasury
Shares has been earmarked for a particular investment. See "Selling Security
Holders" and "Plan of Distribution."
DETERMINATION OF OFFERING PRICE
The Offered Shares will be sold at market prices (plus customary or
negotiated brokerage commissions) prevailing at the time of sale in the case of
transactions consummated on the floor of the ASE and at negotiated prices
related to market prices in privately negotiated transactions consummated off
the floor of the ASE.
9
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
June 30, 1997.
This table should be read in conjunction with the financial statements
of the Company and notes thereto which are incorporated by reference in this
Prospectus.
JUNE 30, 1997
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Long-term debt (including current portion)...................................... $ 0
Revolving credit facility.......................................... 355,000
Term loan due 2000 ............................................ 0
Employee Stock Ownership Plan Loan Payable......................... 575,000
Capital leases.................................................................. 731,000
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Total long-term debt............................................................ 1,661,000
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Shareholders' equity:
Common stock, $.10 par value, 6,000,000 shares authorized,
1,604,355 shares issued and outstanding............................ 160,000
Capital in excess of par value..................................... 3,355,000
Cumulative foreign currency translation adjustment................. (1,793,000)
Retained earnings.................................................. 12,060,000
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13,782,000
Less: Treasury stock........................................................... (6,000)
Employee Stock Ownership Plan Loan Payable......................... (575,000)
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Total shareholders' equity...................................................... $ 13,201,000
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Total capitalization............................................... $ 14,862,000
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10
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the ASE under the symbol
"GHM."
The following table sets forth the reported high and low last sale
prices per share for the Common Stock reported on the American Stock Exchange
Composite Transactions Tape. The Company has not paid any cash dividends for
such periods.
PRICE RANGE
HIGH LOW
1995
First Quarter 11 3/8 9 1/4
Second Quarter 11 7/8 9
Third Quarter 13 7/8 10 1/8
Fourth Quarter 16 11 1/2
1996
First Quarter 12 11/64 9 27/64
Second Quarter 12 1/4 9 11/64
Third Quarter 12 37/64 9 1/4
Fourth Quarter 11 3/8 9
1997*
First Quarter 15 5/8 9 1/8
Second Quarter 18 13 5/8
Third Quarter (through
September 8, 1997) 18 5/8 16 7/8
* Effective April 1, 1997, the Company changed its fiscal year-end
from December 31 to March 31. Information provided is for the
calendar quarters of 1997.
On September 8, 1997, the reported last sale price of the Common Stock
on the American Stock Exchange Composite Transaction Tape was $181/8 per share.
Dividends on the Common Stock of the Company are payable at the
discretion of the Company's Board of Directors out of funds legally available
therefor. The Company last paid a dividend for the fourth quarter of 1992.
Effective in the first quarter of 1993 and since then, the Company's Board of
Directors suspended dividend payments as a cash conservation measure, until such
time as the Company generates sufficient earnings to support resumed payment of
dividends. Future payments of dividends (and the amounts thereof) will depend on
the Company's financial condition, results of operations, capital requirements
and such other factors as the Board of Directors of the Company deems relevant.
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Several loan agreements between the Company and its creditors contain
provisions pertaining to the maintenance of minimum working capital
requirements, tangible net worth, capital expenditures and financial ratios as
well as restrictions on the payment of cash dividends to stockholders. The most
restrictive dividend provision limits the payment of dividends to stockholders
to the greater of $400,000 or 25% of consolidated net income. In addition, the
United States subsidiary, GMC, may pay dividends to the parent Company only as
long as the subsidiary remains in compliance with all financial covenants
applicable to it after payment of the dividend.
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SELLING SECURITYHOLDERS
The Berkeley Shares offered hereby are owned by F.D. Berkeley III, the
Chairman of Graham. The Berkeley Shares represent approximately 13.0% of the
Common Stock outstanding. The proceeds from the sale of the Berkeley Shares
shall be retained by Mr. Berkeley. Any decision with regard to the distribution
of the Berkeley Shares is in the sole discretion of Mr. Berkeley. Mr. Berkeley
may place any or all of the Berkeley Shares with one or more independent agents,
with instructions to sell shares if, as and when and on such terms and
conditions as such agents may determine in their discretion. See "Plan of
Distribution." Upon consummation of the offering, if all of the Berkeley Shares
were sold, Mr. Berkeley would no longer directly own any shares of Common Stock.
As a participant in the Company's Employee Stock Ownership Plan (the "Company
ESOP") and stock option plans, Mr. Berkeley would continue to have indirect
beneficial ownership of Common Stock allocated to his ESOP account as well as
Common Stock that he may acquire through the exercise of stock options.
Frederick D. Berkeley III is the Chairman and Chief Executive Officer
of Graham, and previously served in the same capacity with Graham's predecessor,
Graham Manufacturing Co., Inc., until 1983. Mr. Berkeley is the beneficial owner
of 235,3471 shares of Common Stock. Mr. Berkeley's address is c/o Graham
Corporation, 20 Florence Avenue, Batavia, NY 14020. Mr. Berkeley began working
for Graham in 1950 and succeeded his father, Frederick D. Berkeley, Jr., a
founder of the Company, as President and Chairman of the Board in 1962.
- --------
*
Includes 22,050 shares which Mr. Berkeley may acquire within 60 days
upon exercise of stock options; and 1,421 shares held by Chase Bank as
trustee for the Employee Stock Ownership Plan Trust (the "ESOP Trust")
and allocated to Mr. Berkeley's account as to which Mr. Berkeley has
sole voting power but no dispositive power except in limited
circumstances, which are not offered hereby. Excluded from Mr.
Berkeley's shareholdings are 73,243 shares of common stock held by the
ESOP Trust and not allocated to any individual's account, as to which
Mr. Berkeley shares voting power and limited investment power with
other ESOP participants.
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PLAN OF DISTRIBUTION
The Offered Shares will not be sold by Mr. Berkeley or Graham in any
prearranged plan of distribution. The price and manner of sale of the Berkeley
Shares will be in the sole discretion of Mr. Berkeley, and the price and manner
of sale of the Treasury Shares will be in the sole discretion of the Company.
Mr. Berkeley (with respect to the Berkeley Shares) and the Company (with respect
to the Treasury Shares) may place any or all of the Offered Shares with one or
more independent agents, with instructions to sell shares if, as and when and on
such terms and conditions as, such agents may determine in their discretion. The
proceeds from the sale of the Berkeley Shares will be for the sole benefit of
Mr. Berkeley. The proceeds from the sale of the Treasury Shares will be for the
sole benefit of the Company. See "Use of Proceeds." Any sales will be at market
prices prevailing at the time of sale in the case of transactions consummated on
the floor of the ASE and at negotiated prices related to the market price in the
case of privately negotiated transactions consummated off the floor of the ASE.
Any brokers or dealers effecting the sales of the Offered Shares on behalf of
Mr. Berkeley or the Company may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended. No payment of any
underwriting commission or discounts in connection with any sales of the Offered
Shares is expected other than customary brokerage commissions.
14
DESCRIPTION OF THE COMMON STOCK
The Company's authorized capital stock consists of 6,000,000 shares of
common stock, par value $0.10 per share, and 500,000 shares of preferred stock,
par value $1.00 per share ("Preferred Stock"). As of September 1, 1997 the
Company had outstanding 1,628,182 shares of Common Stock. As of September 1,
1997, an aggregate of 326,800 shares of Common Stock were reserved for issuance
under the Company's stock option plans.
THE COMMON STOCK
The holders of Common Stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available therefor. See "Price Range of Common Stock and Dividends" for a
discussion of certain restrictions on the Company's ability to pay dividends on
the Common Stock. The holders of Common Stock are entitled to one vote per share
on all matters submitted to a vote of the stockholders and do not have
cumulative voting rights. Holders of Common Stock are entitled to receive, upon
any liquidation of the Company, all remaining assets available for distribution
to stockholders after satisfaction of the Company's liabilities that may then be
outstanding. The outstanding shares of Common Stock are fully paid and
nonassessable. The holders of Common Stock have no preemptive, conversion or
redemption rights. The registrar and transfer agent for the Common Stock is
ChaseMellon Shareholder Services, LLC, 85 Challenger Road, Overpeck Center,
Ridgefield, New Jersey.
PREFERRED STOCK
The Board of Directors is authorized, without any further action by
stockholders, to provide for the issuance of up to 500,000 shares of Preferred
Stock from time to time in one or more series, to establish the number of shares
to be included in such series, to fix the designations, preferences, limitations
and relative participating optional or other special rights and qualifications
or restrictions of the shares of each series, and to determine the voting powers
if any, of such shares. The issuance of Preferred Stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could adversely effect, among other things, the rights of existing
stockholders or could have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders. In
addition, the issuance of Preferred Stock could decrease the amount of earnings
and assets available for dividends or other distributions to holders of Common
Stock. The Company has no present intention to issue any Preferred Stock.
STOCKHOLDER RIGHTS PLAN
The Company has adopted a Stockholder Rights Plan whereby one Share
Purchase Right (each, a "Purchase Right") is attached to each outstanding share
of Common Stock. Each Purchase Right entitles the holder to purchase from the
Company an additional share of Common Stock for $70.00 per share, subject to
adjustment. The Purchase Rights become exercisable (i) upon the acquisition by a
person or group of persons of 20% or more of the Common Stock; or (ii) if a
person or group of persons commences a tender offer for 30% or more of the
Company's outstanding Common Stock. The Company has the right to redeem the
Purchase Rights for $.01 per Purchase Right at any time prior to the close of
business on the date the Purchase Rights become exercisable.
15
After the Purchase Rights become exercisable, if the Company is
acquired in a business combination, or if at least half of the Company's assets
or earning power are sold, the Purchase Right would entitle its holder to
purchase stock of the acquiror (or Graham, if it were the surviving company) at
a discount of 50%. The number of shares that each Purchase Right would entitle
its holder to acquire at a discount would be the number of shares having a
market value equal to twice the exercise price of the Purchase Right.
The issuance of the Purchase Rights, while providing flexibility in
connection with a possible acquisition, could adversely effect, among other
things, the rights of existing stockholders, or could have the effect of
deferring, delaying or preventing a change in control of the Company, without
further action by the stockholders. The Company has no current plans to redeem
the Purchase Rights. See "Incorporation of Certain Information by Reference."
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws contain certain provisions that may discourage
potential takeover attempts that are not negotiated with the Company's Board of
Directors. As a result, these provisions may have the effect of precluding
takeover attempts that shareholders deem to be in their best interests, or in
which shareholders might otherwise have received a substantial premium for their
shares over the then-current market price, as well as making it more difficult
for shareholders to acquire majority representation on the Board of Directors.
These provisions provide, among other things: (1) that the Company's
Board of Directors be divided into three classes with staggered terms; (2) that
approval of the holders of 75% of the shares of stock entitled to vote, as well
as the approval of the majority of the holders of shares of stock entitled to
vote, if a corporation, person or other entity owns more than 50% of the shares
of stock entitled to vote, be obtained for consummation of certain business
combinations not approved in advance by the Company's Board of Directors (such
as the merger or dissolution of Company); (3) for the issuance of additional
shares of Common Stock or shares of preferred stock by the Company's Board of
Directors without the approval of the shareholders (including the issuance of
such shares in connection with the Stockholder Rights Plan); (4) that cumulative
voting shall not be permitted in connection with the election of directors; and
(5) that special meetings of shareholders may be called only by the Chairman of
the Board, the President or by two or more directors. In addition, employee
retention agreements entered into between the Company and certain executive
officers provide for certain payments to such individuals in the event of a
change of control of the Company, which may render any such change of control
more costly to a potential acquiror.
16
THE COMPANY
Graham Corporation was organized in 1983 as a Delaware holding company
and is the successor to Graham Manufacturing Co., Inc., now a wholly owned
subsidiary of the Company. Graham Manufacturing Co., Inc. was organized in 1936
under the laws of the State of New York. The Company manages the activities of
various subsidiaries that are located in the United States and the United
Kingdom. Consolidated sales were $51,394,000 resulting in a net profit of
$3,061,000 or $1.90 per share in 1996 and $49,480,000 resulting in a net profit
of $1,134,000 or $0.72 per share in 1995.
Effective April 1, 1997, the Company changed its fiscal year-end from
December 31 to March 31. Information provided is for the calendar quarters of
1997.
The Company is primarily engaged in the custom manufacture and design
of vacuum and heat transfer equipment. The Company's principal customers are
large industrial corporations in the chemical, petrochemical, petroleum refining
and electric power generating industries which are the end users of the
Company's products. The Company's products are sold through a combination of
direct sales engineers and independent sale representatives in over 40 major
cities in the United States and abroad.
Graham has no plans for new products or for the entry into new industry
segments that would require the investment of a material amount of Graham's
assets or that are otherwise material.
As a company, Graham endeavors to develop products of high quality at
competitive costs. Graham Precision Pumps Limited is close to achieving
certification under the ISO 9000 standards. In the U.S., GMC has focused on its
Total Quality Management (TQM) goals and made a conscious decision to pursue ISO
9000 only after further progress in TQM.
UNITED STATES OPERATIONS
During 1996 Graham's U.S. operations consisted solely of Graham
Manufacturing Co., Inc.
GRAHAM MANUFACTURING CO., INC.
Graham Manufacturing Co., Inc. ("GMC") in Batavia, New York is a well
recognized supplier of steam jet ejector vacuum systems, surface condensers for
steam turbines, liquid ring vacuum pumps and compressors, and various types of
heat exchangers such as Heliflow, plate and frame and special types of nuclear
shell and tube heat exchangers. GMC possesses expertise in combining these
various products into package systems for sale to its customers in a variety of
industrial markets, including oil refining, chemical, petrochemical, power, pulp
and paper, and shipbuilding.
GMC has historically provided the largest portion of Graham's sales and
profits. Sales were $46,669,000 in 1996 and $45,382,000 in 1995. Exports from
GMC continue contribute a growing portion of sales. GMC exports totaled
$23,416,000 in 1996 as compared to $18,497,000 in 1995. As a result, GMC is
developing a strong sales presence overseas, particularly in the Far East and
South America for the development of new business. GMC is also exploring
additional
17
export business Canada and Mexico, which may further develop as a result of
international trade agreements such a NAFTA and GATT.
The number of employees at GMC as of June 30, 1997 was 321.
UNITED KINGDOM OPERATIONS
Graham Corporation owns a manufacturing subsidiary in the United
Kingdom, Graham Precision Pumps Limited (GPPL) in Congelton, Chesire. Ownership
is through its U.K. holding company, Graham Vaccuum & Heat Transfer Limited.
Graham Vacuum & Heat Transfer Limited (GVHT) has no employees. U.K. sales for
1996 were $6,060,000 (converted at an exchange rate of $1.57 per pound
Sterling).
GRAHAM MANUFACTURING LIMITED
In September 1994, the Company approved a formal plan to dispose of its
subsidiary, Graham Manufacturing Limited ("GML") , located in Gloucester,
England, and subsequently sold the operation on January 24, 1995. In addition,
GML manufactured air cooled exchanges through a joint venture known as Graham
Exchange Services Limited of which GML owned seventy-five percent of the issued
and outstanding shares. This joint venture was sold in November 1994. During
1995, the Company incurred a loss of $182,000 for additional expenses related to
the disposal of GML. There were no tax attributes associated with the loss. The
1994 loss from GML's discontinued operations of $2,232,000 is net of related tax
benefits of $8,000. The 1994 loss from disposal, which includes operating losses
of $1,909,000 during the phase-out period is presented net of related tax
benefits of $160,000. The remaining accrued liabilities for this disposal
totalled $392,000 at December 31, 1996.
GRAHAM PRECISION PUMPS LIMITED
Graham Precision Pumps Limited ("GPPL") designs, manufactures and
markets gas and liquid handling pumps and pumping systems for vacuum and
positive pressure in a wide range of industrial and commercial applications
worldwide, including oil exploration and refining, aerospace, aviation fuel
handling and environmental services in hotels, hospitals and shopping centers.
Sales for 1996 stood at $6,060,000, a result exceeding by 7% the
business plan for the year. This performance represented an improvement over
1995. This reflected an improving order intake through the year resulting in new
orders for the year at $6,482,000, 23% above 1995 with 42% to export markets.
Sales growth was achieved in the domestic U.K. market with all major product
lines.
GPPL has forecast some continued growth in selective markets which will
be offset in part by the continuing uncertainty of the economies of specific
countries. The Company will continue its marketing effort to further improve its
position and increase its market share, primarily in the U.K. and the U.S.
markets.
As of June 30, 1997, the number of employees of GPPL was 70.
18
THE BUSINESS
Graham's primary business is the design and manufacture of vacuum and
heat transfer equipment that is primarily custom built. Its product line
includes steam surface condensers, vacuum products including steam jet ejector
vacuum systems and vacuum pumps, specialty heat exchangers including Heliflow
and plate exchangers, shell and tube heat exchangers and other products
including steam vacuum refrigeration units, atmospheric relief valves,
air-cooled products, desuperheaters and the Micro Mix II series of instantaneous
steam water heaters. The principal markets for these products are international
industrial corporations in the chemical, petrochemical, petroleum refining, and
electric power generating industries. The Company's products are sold by a
combination of direct company sales engineers and independent sales
representatives located in over 40 major cities in the United States and abroad.
The Company's business is highly competitive and a substantial number of the
Company's competitors possess greater financial resources. While Graham holds a
relatively small market share in most of its product areas, management believes
that Graham is one of the leading manufacturers of steam jet ejectors.
The Company's principal customers include large chemical, petroleum and
power companies, which are the end users of the equipment manufactured by the
Company in manufacturing and refining processes. In addition, the Company
supplies equipment to large engineering contractors in the building and
installation of facilities for such companies and others. Graham is not
dependent upon any individual customer or group of customers, as no customer or
group of customers regularly accounts for more than 10% of Graham's annual
revenue.
While Graham's business does not have any seasonal variance, Graham's
business is affected by the cyclical patterns of the industries it services.
Currently, many of the industries Graham services are in long-term cyclical
downturn in the United States. Consequently, Graham has looked abroad, where
less stringent environmental regulations have attracted large capital
investments by Graham's traditional customers. In particular, the Company has
been focusing its efforts in Asia and Latin America. Management believes the
trend to freer global trade and international agreements such as NAFTA and GATT
will positively impact corporate investment plans. Graham expects to continue to
position itself in these markets to take full advantage of the opportunities
presented in this area.
In recent years, Graham has increased its market in the power
generating industry as a result of the many cogenerating and refuse burning
power plants that have been built. These plants are smaller than large central
power stations, and the surface condensers, which condense the steam from the
turbines, are of a size that Graham is well suited to design and manufacture.
The trend toward cogeneration has spread to other countries and Graham is now
getting business from this market abroad. By combining its deaeration technology
with its surface condenser technology, the Company has been successful in
selling complete deaerating and condensing systems for cogeneration power plants
where very high amounts of makeup water must be treated to eliminate almost all
traces of oxygen before it is introduced into the power plant cycle. These
deaerating/condensing systems are marketed under the Graham trademark D02(R).
To the chemical industry, Graham sells surface condensers, steam jet
ejector systems including vacuum pumps, specialty heat exchangers including
Heliflow and plate exchangers, steam vacuum refrigeration units, atmospheric
relief valves, desuperheaters and Micromix II instantaneous steam water heaters.
19
In the petroleum industry, it should be noted that there has not been a
new refinery built in the United States in the last 20 years. However, the oil
companies have been spending large amounts of money to increase the efficiency
of their refineries, revamp their processes to provide cleaner burning fuels,
and reduce emissions into the environment. Unfortunately for the U.S. economy,
domestic oil companies have tended to move some of their operations overseas
where they are not as burdened by environmental regulations, litigation and
government, all of which raise the cost of energy to the consumer and make oil
and gas produced in the U.S. less competitive. Despite the many negative
conditions that the oil refining industry has faced, management believes the
long-term worldwide outlook for the petroleum industry is a bright one. The oil
refining market is an important one for Graham and Graham continues to work with
the engineering contractors and the oil companies on new projects requiring heat
transfer and vacuum equipment of the type that Graham builds.
The technology that is used in the manufacture of heat transfer
equipment is well established. As a result, the development of new technology
does not have a significant impact. Instead the Company believes that success
depends upon the ability to enhance existing products and to develop and
manufacture new products that meet customers need within the existing
technology.
LEGAL MATTERS
The legality of the securities being offered by this Prospectus is
being opined upon for the Company by Thacher Proffitt & Wood, New York, New
York.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1996
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
20
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT RELATES IN ANY STATE TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
PAGE
----
Incorporation of Certain
Documents by Reference....................... 2
Available Information.......................... 2
Prospectus Summary............................. 4
Risk Factors................................... 7
Use of Proceeds................................ 9
Determination of Offering Price................ 9
Capitalization................................. 10
Price Range of Common Stock
and Dividends................................ 11
Selling Securityholders........................ 13
Plan of Distribution........................... 14
Description of the Capital Stock............... 15
The Company.................................... 17
The Business................................... 19
Legal Matters.................................. 20
Experts........................................ 20
================================================================================
================================================================================
212,539 Shares
[GRAPHIC OMITTED]
GRAHAM CORPORATION
COMMON STOCK
--------------------
P R O S P E C T U S
September __, 1997
--------------------
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other
than Underwriting Discounts and Commission, payable by the Company in connection
with the sale of the Common Stock offered hereby. All amounts are estimates
except the registration fee.
Amount to
Name Be Paid
---- -------
SEC Registration Fee . . . . . . . . . . . . . . $ 1,167
Legal Fees and Expenses . . . . . . . . . . . . 15,000
Accounting Fees and Expenses . . . . . . . . . . 2,800
Miscellaneous Expenses . . . . . . . . . . . . . 2,033
-------
Total . . . . . . . . . . . . . . . . . . . $21,000
=======
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
I. Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such person against expenses
(including attorney's fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against liability asserted against him, and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
II. Article 14 of the Certificate of Incorporation of Graham
Corporation provides that a director shall not be liable for monetary damages
for breach of fiduciary duty to the fullest extent permitted by the Delaware
Corporation Law, as amended. In addition, directors and officers of the
corporation are indemnified against any liabilities incurred, including expenses
incurred in defending a proceeding in advance of its final disposition, in his
capacity as a director or officer to the fullest extent permitted by the
II-1
Delaware Corporation Law. The rights granted pursuant to the Certificate of
Incorporation are not exclusive of any rights granted by statute, agreement,
vote of stockholder or disinterested directors.
III. Graham has purchased a directors' and officers' liability
insurance policy for the benefit of its officers and directors.
IV. The employment agreement for each executive officer of Graham
provides that Graham shall indemnify such officer to the fullest extent
permitted under Delaware law.
ITEM 16. EXHIBITS
4.1 Certificate of Incorporation of Graham Corporation
(Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989.)
4.2 Shareholder Rights Plan of Graham Corporation (Incorporated
herein by reference from the Company's Current Report on Form
8-K dated February 26, 1991, as amended by Amendment No. 1 on
Form 8 dated June 8, 1991.)
5.1 Opinion of Thacher Proffitt & Wood re: legality
23.1 Deloitte & Touche LLP, Independent Accountants
23.2 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1)
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, 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 end 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the 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.
(b) For the 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 15(d) of the Securities Exchange Act of 1934 (and each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities
II-2
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed 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 by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
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-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Batavia, State of New York, on September 11, 1997.
GRAHAM CORPORATION
Registrant
By: /s/ Frederick D. Berkeley, III
----------------------------------
Frederick D. Berkeley, III
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Frederick D. Berkeley, III Chairman of the Board September 11, 1997
- ---------------------------------- and Chief Executive
Frederick D. Berkeley, III Officer/Director
/s/ Alvaro Cadena President and Chief September 11, 1997
- ---------------------------------- Operating Officer/Director
Alvaro Cadena
/s/ J. Ronald Hansen Vice President-Finance September 11, 1997
- ---------------------------------- and Administration; Chief
J. Ronald Hansen Financial Officer
(Principal Accounting Officer)
/s/ H. Russel Lemcke Director
- ---------------------------------- September 11, 1997
H. Russel Lemcke
/s/ Jerald D. Bidlack Director September 11, 1997
- ----------------------------------
Jerald D. Bidlack
/s/ Philip S. Hill Director September 11, 1997
- ----------------------------------
Philip S. Hill
/s/ Robert L. Tarnow Director September 11, 1997
- ----------------------------------
Robert L. Tarnow
/s/ Cornelius S. Van Rees Secretary/Director September 11, 1997
- ----------------------------------
Cornelius S. Van Rees