PROXY STATEMENT, NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 TO BE HELD MONDAY, AUGUST 18, 1997 AT 11:00 A.M. AND FORM OF PROXY
 (TO BE DEEMED FILED ONLY TO THE EXTENT REQUIRED BY THE INSTRUCTIONS
 TO EXHIBITS FOR REPORTS ON FORM 10-K) TO BE FILED WITHIN 120 DAYS
 OF THE END OF THE REGISTRANT'S FISCAL YEAR