As filed with the Securities and Exchange Commission on March 4, 1997
Registration No. 33-
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: 19
Exhibit Index on Sequentially Numbered Page: 16
/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, 19,366 $49 5/8 $961,038 $292
par value
$1.00 per share
<FN>
(1) The price of $49 5/8 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 February 28, 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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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 March 4, 1997
IONICS, INCORPORATED
__________________________________________________________________________
19,366 Shares
Common Stock
__________________________________________________________________________
This Prospectus relates to the offer and sale of up to an aggregate of
19,366 shares of Common Stock, $1.00 par value per share (the "Shares"), of
Ionics, Incorporated ("Ionics" or the "Company"), by a selling shareholder
(the "Selling Shareholder"). The Selling Shareholder may sell the Shares
at market prices prevailing at the time of the sale or at prices otherwise
negotiated. See "PLAN OF DISTRIBUTION." The Selling Shareholder and
certain persons who purchase shares from it, 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
SHAREHOLDER."
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 and 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 Shareholder
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 March 3, 1997 was $48.25, 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 Common Stock 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 Common Stock 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 Fifth 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;
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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.
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 Shareholder.
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SELLING SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Shares as of March , 1997 and the number of Shares which
may be offered for the account of the Selling Shareholder from time to time:
Shares To Shares
Shares Beneficially be Sold Beneficially
Owned in the Owned After
Selling Shareholder Prior to the Offering(1) Offering(1) the Offering
Personnel Hygiene 19,366 19,366 0
Services Limited
Western Industrial Estate
Caerphilly CF83 1XH
Wales
United Kingdom
<FN>
(1) Based on the average of the closing prices of the Common Stock on the New
York Stock Exchange over the ten trading days prior to the date of the
purchase agreement for the business transaction in which the Selling
Stockholder acquired the Shares. See "PLAN OF DISTRIBUTION."
The Selling Shareholder acquired the Shares in a transaction
consummated on March , 1997 in which the Company through its English
subsidiary purchased substantially all the assets and the business of
Selling Shareholder's bottled water division. Prior to the acquisition,
Selling Shareholder through a small division was engaged in bottled water
distribution services in the United Kingdom. Selling Stockholder continues
to engage in its core business, the provision of commercial washroom
supplies.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholder acting as principal for its own account. The Company is
responsible for all expenses incurred in connection with the registration
of the Shares, and will pay brokerage commissions or other charges and
expenses incurred in the sale of the Shares. In addition, the Company has
agreed to indemnify the Selling Shareholder against certain liabilities,
including liabilities under the Securities Act.
The distribution of the Shares by the Selling Shareholder is not
currently subject to any underwriting agreement. The Company has agreed
that in the event the total proceeds from the sale of the Shares received
by the Selling Shareholder is less than a specified amount based upon the
stated value of the transaction in which the Selling Shareholder acquired
the Shares, the Company will make a cash payment to the Selling Shareholder
equal to such difference.
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The Shares covered by this Prospectus may be sold by the Selling
Shareholder or by pledgees, donees, transferees or other successors in
interest from time to time, and it is the intention of the Selling
Shareholder to complete such sales within one week 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 Shareholder 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 Shareholder 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 Company. Such
brokers or dealers and the Selling Shareholder 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.
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.
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 schedules of Ionics,
Incorporated and Subsidiaries as of December 31, 1995 and 1994, and for
each of the years in the three-year period ended December 31, 1995,
incorporated by reference in this Prospectus have been so incorporated 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 19,366 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......... 2
Information Incorporated by
Reference.................... 2
The Company................... 3
Use of Proceeds............... 3
Selling Shareholder.......... 4
Plan of Distribution.......... 4
Legal Matters................. 5
Experts....................... 5 __________, 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............................. $ 292
Legal Fees and Expenses.......................... 2,500
Accounting Fees.................................. 6,500
Blue Sky Fees and Expenses....................... 0
Miscellaneous.................................... 500
Total......................................... $ 9,792
None of the above expenses will be paid by the Selling shareholder.
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 idemnification 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
3.1 Restated Articles of Organization (filed as *
Exhibit 3(a) to Form 10-K for year ended
December 31, 1986 and incorporated herein
by reference).
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3.1(a) Amendment to the Restated Articles of *
Organization (filed as Exhibit 3(b) to
Form 10-K for year ended December 31, 1987
and incorporated herein by reference).
3.1(b) Amendment to Restated Articles of *
Organization (filed as Exhibit 3.1(b) to
Registration Statement No. 33-38290 on
Form S-2 effective January 24, 1991
and incorporated herein by reference).
3.1(c) Amendment to Restated Articles of *
Organization (filed as Exhibit 3.1
to Form 10-Q for quarter ended
June 30, 1996 and incorporated herein
by reference).
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.
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 herein by reference.
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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;
(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.
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(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.
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 3rd day of
March, 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 March 3, 1997
Arthur L. Goldstein Executive Officer (Principal
Executive Officer) and Director
/s/Robert J. Halliday Vice President, Finance and March 3, 1997
Robert J. Halliday Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/Douglas R. Brown Director March 3, 1997
Douglas R. Brown
/s/William L. Brown Director March 3, 1997
William L. Brown
/s/Arnaud de Vitry d/Avaucourt Director March 3, 1997
Arnaud de Vitry d'Avaucourt
/s/William E. Katz Director March 3, 1997
William E. Katz
Director
Robert B. Luick
/s/John J. Shields Director March 3, 1997
John J. Shields
/s/Carl S. Sloane Director March 3, 1997
Carl S. Sloane
/s/Mark S. Wrighton Director March 3, 1997
Mark S. Wrighton
/s/Allen S. Wyett Director March 3, 1997
Allen S. Wyett
Director
Samuel A. Goldblith
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FORM S-3
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
3.1 Restated Articles of Organization *
(filed as Exhibit 3(a) to Form 10-K
for year ended December 31, 1986
and incorporated herein by reference).
3.1(a) Amendment to the Restated Articles *
of Organization (filed as Exhibit
3(b) to Form 10-K for year ended
December 31, 1987 and incorporated
herein by reference).
3.1(b) Amendment to Restated Articles of *
Organization (filed as Exhibit 3.1(b)
to Registration Statement No. 33-38290
on Form S-2 effective January 24, 1991
and incorporated herein by reference).
3.1(c) Amendment to Restated Articles of *
Organization (filed as Exhibit 3.1
to Form 10-Q for quarter ended
June 30, 1996 and incorporated herein
by reference).
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).
* Incorporated herein by reference.
/15
Sequential
Exhibit No. Description Page No.
5.0 Opinion re legality 17
5.1 Opinion of Stephen Korn, Esq.
23.0 Consents of experts and counsel 18
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 19
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