As filed with the Securities and Exchange Commission on January 23, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
IONICS, INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts 04-2068530
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
_____________________________
65 Grove Street
Watertown, Massachusetts 02172
(Address, including zip code, and telephone number,
including area code of registrant's Principal Executive Offices)
_____________________________
Stephen Korn
Vice President and General Counsel
Ionics, Incorporated
65 Grove Street
Watertown, Massachusetts 02172
(617) 926-2500
(Name, address and telephone number, including
area code, of agent for service)
______________________________
Approximate date of commencement of proposed sale to the public:
Promptly after this registration statement becomes effective.
_______________________________
Total of Sequentially Numbered Pages: 20
Exhibit Index on Sequentially Numbered Page: 17
1/
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being offered 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, check the
following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of
each class Proposed Proposed
of securities Amount maximum maximum Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
Common Stock, 86,458 $45.88 $3,966,693 $1,203
par value
$1.00 per share
(1) The price of $45.88 per share, which was the average of the high
and low prices of the Common Stock as reported on the New York
Stock Exchange on January 20, 1997, is set forth solely for the
purpose of calculating the registration fee, in accordance with
Rule 457(c).
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said section 8(a), may determine.
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S
IONICS, INCORPORATED
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501 OF REGULATION S-K
Registration Statement
Item Number and Caption Prospectus Caption
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Facing Page of Registration
Statement; Cross Reference
Sheet; Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Front Cover Page; Back Cover
Page; Available Information
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges........ The Company; Not Applicable;
Not Applicable
4. Use of Proceeds........................... Use of Proceeds
5. Determination of Offering Price........... Front Cover Page; Plan of
Distribution
6. Dilution.................................. Not Applicable
7. Selling Security Holders.................. Selling Shareholders
8. Plan of Distribution...................... Front Cover Page; Plan of
Distribution
9. Description of Securities to be
Registered................................ Not Applicable
10. Interests of Named Experts and
Counsel................................... Experts; Legal Matters
11. Material Changes.......................... Not Applicable
12. Incorporation of Certain Information by
Reference................................. Information Incorporated
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... Not Applicable
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Subject to Completion, Dated January 23, 1997
IONICS, INCORPORATED
__________________________________________________________________________
86,458 Shares
Common Stock
__________________________________________________________________________
This Prospectus relates to the offer and sale of up to an aggregate of
86,458 shares of Common Stock, $1.00 par value per share (the "Shares"), of
Ionics, Incorporated ("Ionics" or the "Company"), by eleven Company
shareholders (the "Selling Shareholders"). The Selling Shareholders may
sell the Shares at market prices prevailing at the time of the sale or at
prices otherwise negotiated, or may transfer a portion of the Shares by way
of gift. See "PLAN OF DISTRIBUTION." The Selling Shareholders and certain
persons who purchase shares from them, including broker-dealers acting as
principals who may resell the Shares, may be deemed "underwriters," as that
term is defined in the Securities Act of 1933, as amended (the "Securities
Act"). See "PLAN OF DISTRIBUTION" and "SELLING SHAREHOLDERS."
None of the proceeds from the resale of the Shares will be received by
the Company. The Company is responsible for the expenses incurred in
connection with the registration of the Shares. The Selling Shareholders
will pay or assume brokerage commissions or other similar charges incurred
in the sale of the Shares. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "ION." The last reported sale price for the Common Stock
on January 22, 1997 was $46 5/8, as reported by the New York Stock
Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information or to make
any representation other than those contained in this Prospectus in
connection with the offering made hereby, and if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any
implication that information herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is , 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information are available for
inspection and copying at the public reference facilities maintained by
the Commission at 450 5th Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: 75 Park Place, 14th Floor,
New York, New York 10007 and 219 South Dearborn Street, Room 1204,
Chicago, Illinois 60604. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 5th Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of the
Company is listed for trading on the New York Stock Exchange and such
material may also be inspected and copied at the New York Stock Exchange,
20 Broad Street, New York, New York.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement")
under the Securities Act, with respect to the Shares offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For further information regarding the
Company and the Shares offered hereby, reference is hereby made to the
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any
agreement or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance reference is
made to the copy of such agreement filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement, including the exhibits and
schedules thereto, may be inspected at the public reference facilities
maintained by the Commission at 450 5th Street, N.W., Room 1024,
Washington, D.C. 20549 and copies of all or any part thereof may be
obtained from such office upon payment of the prescribed fees.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by
reference as of their respective dates (File No. 1-7211):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, June 30, and September 30, 1996;
3. The section entitled "Description of Securities to be Registered"
contained in the Company's Registration Statement on Form 8-A filed
with the Commission on September 27, 1990.
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All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of
the offering made hereby, shall be deemed to be incorporated by reference
in this Prospectus from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is also deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents described above (other than exhibits to
such documents). Requests for such copies should be directed to Stephen
Korn, Clerk, Ionics, Incorporated, 65 Grove Street, Watertown,
Massachusetts 02172 (telephone: 617-926-2500).
THE COMPANY
Ionics is a separations technology company involved worldwide in the
manufacture and sale of membranes and related equipment for the
purification, concentration, treatment and analysis of water and
wastewater, in the supply of purified water, food and chemical products,
and in the sale of bottled water and home water purifiers. The Company's
business activities are divided into three segments: membranes and related
equipment; water, food and chemical supply; and consumer products.
Ionics was incorporated in Massachusetts in 1948. The Company's
principal executive offices are located at 65 Grove Street, Watertown,
Massachusetts 02172 and its telephone number is (617) 926-2500.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
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SELLING SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Shares as of January 1, 1997 and the number of Shares
which may be offered for the account of the Selling Shareholders from time
to time:
Shares Shares To Shares
Beneficially be Sold Beneficially
Owned Prior in the Owned After
Selling Shareholder to the Offering Offering the Offering(1)
Walter W. Hayden 1,763 1,763 0
217 Conifer Terrace
Danville, CA 94506-4566
Mark J. Stone 4,192 4,192 0
120 East 36th Street, #11E
New York, NY 10016
William C. Blansett 2,089 2,084 0
Simpson Bay Yacht Club #8
St. Maarten N.A.
William A. Cangieter 1,042 1,042 0
116 Cole Bay
St. Maarten, N.A.
Edward J. Hadeed 251(2) 1 250(2)
P.O. Box 665
St. Johns, Antigua, W.I.
Christian S. Miller 63,262(3) 30,131 33,131(3)
20440 Glen Brae Dr.
Saratoga, CA 95070
David L. Grunau 40,287(4) 19,644 20,643(4)
30 Harbor Cove Way
Mill Valley, CA 94941
Michael B. Nelson 44,820(5) 21,910 22,910(5)
7465 Rollingdell Drive
Cupertino, CA 95014
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Shares Shares To Shares
Beneficially be Sold Beneficially
Owned Prior in the Owned After
Selling Shareholder to the Offering Offering the Offering(1)
Dean E. Bedford 4,258(6) 2,758 1,500(6)
P.O. Box 951
Road Town, Tortola, B.V.I.
Laura Miller (7) 229 229 0
20440 Glen Brae Dr.
Saratoga, CA 95070
Anna Miller (7) 229 229 0
20440 Glen Brae Dr.
Saratoga, CA 95070
Mark Keenan 2,475 2,475 0
716 Cardegan Drive
Sunnyvale, CA 94087
(1) Assumes all Shares offered are sold. In each case, number represents
less than 1% of the outstanding Common Stock.
(2) Includes 250 shares subject to options, as to which Mr. Hadeed has the
right to acquire beneficial ownership.
(3) Includes 3,000 shares subject to options, as to which Mr. Miller has
the right to acquire beneficial ownership.
(4) Includes 1,000 shares subject to options, as to which Mr. Grunau has
the right to acquire beneficial ownership.
(5) Includes 1,000 shares subject to options, as to which Mr. Nelson has
the right to acquire beneficial ownership.
(6) Includes 1,500 shares subject to options, as to which Mr. Bedford has
the right to acquire beneficial ownership.
(7) Shares were transferred by gift from Christian S. Miller, who disclaims
beneficial ownership of these Shares.
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PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholders acting as principals for their own account. The Company is
responsible for all expenses incurred in connection with the registration
of the Shares. The Selling Shareholders will pay brokerage commissions or
other charges and expenses incurred in the sale of the Shares. The Company
has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act.
The distribution of the Shares by the Selling Shareholders is not
currently subject to any underwriting agreement. The Shares covered by
this Prospectus may be sold by the Selling Shareholders or by pledgees,
donees, transferees or other successors in interest from time to time, and
the Company believes that it is the intention of the Selling Shareholders
to complete such sales within ninety (90) days of the date of this
Prospectus. Such sales may be made at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. Such sales may be
effected in the over-the-counter market, on the New York Stock Exchange or
on any other exchange on which the Shares may then be listed. The Shares
may be sold by one or more of the following: (a) one or more block trades
in which a broker or dealer so engaged will attempt to sell all or a
portion of the Shares held by the Selling Shareholders as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. The Selling Shareholders will effect such
transactions by selling Shares through broker-dealers, and such broker-
dealers will receive compensation in negotiated amounts in the form of
discounts, concessions, commissions or fees which will be paid by the
Selling Shareholders. Such brokers or dealers and the Selling Shareholders
may be deemed to be "underwriters" within the meaning of the Securities
Act, in connection with such sales, and any commissions received by such
broker-dealers may be deemed to be underwriting compensation. One or more
Selling Shareholders may also transfer some of their Shares by way of gift
pursuant to this Prospectus.
The Company will provide a copy of this Prospectus to the New York
Stock Exchange pursuant to Rule 153 under the Securities Act.
State Street Bank & Trust Company, c/o Boston Equiserve, 150 Royall
Street, Canton, Massachusetts 02021, is the transfer agent for the
Company's Common Stock.
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LEGAL MATTERS
Certain legal matters with respect to the issuance of the Shares are
being passed upon for the Company by Stephen Korn, Vice President and
General Counsel of the Company. Mr. Korn beneficially owns 81,555 shares
of Common Stock, which number includes 80,000 shares subject to options, as
to which Mr. Korn has the right to acquire beneficial ownership, and 332
shares (as of September 30, 1996) in the Company's Section 401(k) Plan for
the account of Mr. Korn.
EXPERTS
The consolidated financial statements and schedule of Ionics,
Incorporated and Subsidiaries as of December 31, 1995 and 1994, and for
each of the three years in the period ended December 31, 1995, incorporated
by reference in this Prospectus have been so incorporated herein in
reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting
and auditing.
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No dealer, salesperson or any other
person has been authorized to give any
information or to make any representations
not contained in this Prospectus 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 86,458 Shares
offer to sell, or a solicitation of an
offer to sell, any securities other than
the registered securities to which it IONICS, INCORPORATED
relates, or an offer to or solicitation
of any person in any jurisdiction where
such an offer or solicitation would be
unlawful. Neither the delivery of this Common Stock
Prospectus nor any sale made hereunder
shall, under any circumstances, create
an implication that the information
contained herein is correct as of any
time subsequent to the date hereof.
_______________________________________
_____________________
TABLE OF CONTENTS
Page PROSPECTUS
_____________________
Available Information......... 5
Information Incorporated by
Reference.................... 5
The Company................... 6
Use of Proceeds............... 6
Selling Shareholders.......... 7
Plan of Distribution.......... 9
Legal Matters................. 10
Experts....................... 10 __________, 1997
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the distribution of the securities being
registered hereby are estimated as follows:
SEC Registration Fee............................. $ 1,203
Legal Fees and Expenses.......................... 2,500
Accounting Fees.................................. 6,500
Blue Sky Fees and Expenses....................... 0
Miscellaneous.................................... 500
Total......................................... $10,703
None of the above expenses will be paid by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers
The Company is permitted by Massachusetts law and required by its By-
laws to indemnify any director or officer or former director or officer
against all expenses and liabilities reasonably incurred by him in
connection with any legal action in which such person is involved by reason
of his position with the Company unless he shall have been finally
adjudicated in any action, suit or proceeding not to have acted in good
faith in the reasonable belief that his action was in the best interests of
the Company. Such indemnification shall include payment by the Company of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or defending a civil or
criminal action or proceeding, upon the Company's receipt of the
undertaking of the person indemnified to repay such payment if such person
shall be adjudicated not entitled to such indemnification.
Directors and officers are also insured up to an aggregate amount of
$10,000,000 under a Directors' and Officers' Liability and Company
Reimbursement Policy.
The Company's Restated Articles of Organization include a provision
limiting the personal liability of directors of the Company to its
stockholders for monetary damages for breaches of their fiduciary duty to
the extent permitted by the Massachusetts Business Corporation Law.
Item 16. Exhibits
4.1 Rights Agreement, dated as of *
December 22, 1987, as amended and restated
as of August 15, 1989, between Registrant
and The first National Bank of Boston (filed
as Exhibit 1 to Registrant's Current Report
on Form 8-K dated August 30, 1989 and
incorporated herein by reference).
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4.2 Indenture, dated as of December 22, 1987, *
between Registrant and The First National
Bank of Boston, relating to Rights Agreement
(filed as Exhibit 2 to Registrant's Current
Report on Form 8-K dated December 22, 1987
and incorporated herein by reference).
4.3 Form of Common Stock Certificate (filed as *
Exhibit 4.10 to Registrant's Annual Report
on Form 10-K for the year ended
December 31, 1990 and incorporated herein
by reference).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, Esq.
23.0 Consents of experts and counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Stephen Korn (contained in Exhibit 5.1)
24.0 Power of Attorney
________________________
* Incorporated by reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 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) 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 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
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 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 of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Town of
Watertown and Commonwealth of Massachusetts on the 23rd day of
January, 1997.
IONICS, INCORPORATED
By:/s/Arthur L. Goldstein
Arthur L. Goldstein, Chairman of the Board,
President and Chief Executive Officer
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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/Arthur L. Goldstein Chairman, President and Chief January 23, 1997
Arthur L. Goldstein Executive Officer (Principal
Executive Officer) and
Director
/s/Robert J. Halliday Vice President, Finance and January 23, 1997
Robert J. Halliday Chief FinancialOfficer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/Douglas R. Brown Director January 23, 1997
Douglas R. Brown
/s/William L. Brown Director January 23, 1997
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director January 23, 1997
Arnaud de Vitry d'Avaucourt
Director
Samuel A. Goldblith
/s/William E. Katz Director January 23, 1997
William E. Katz
/s/Robert B. Luick Director January 23, 1997
Robert B. Luick
/s/John J. Shields Director January 23, 1997
John J. Shields
Director
Carl S. Sloane
/s/Mark S. Wrighton Director January 23, 1997
Mark S. Wrighton
/s/Allen S. Wyett Director January 23, 1997
Allen S. Wyett
*By:
Attorney-in-fact
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FORM S-3
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
4.1 Rights Agreement, dated as of *
December 22, 1987, as amended and
restated as of August 15, 1989, between
Registrant and The First National Bank
of Boston (filed as Exhibit 1 to
Registrant's Current Report on Form 8-K
dated August 30, 1989 and incorporated
herein by reference).
4.2 Indenture, dated as of December 22, 1987, *
between Registrant and The First National
Bank of Boston, relating to Rights Agreement
(filed as Exhibit 2 to Registrant's Current
Report on Form 8-K dated December 22, 1987
and incorporated herein by reference).
4.3 Form of Common Stock Certificate (filed as *
Exhibit 4.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31,
1990 and incorporated herein by reference).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, Esq. 18
23.0 Consents of experts and counsel
23.1 Consent of Coopers & Lybrand L.L.P. 19
23.2 Consent of Stephen Korn (contained in
Exhibit 5.1).
24.0 Power of Attorney 20
* Incorporated by reference.
/17