AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1999
Registration No. 333-56603
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 ON
FORM S-3
TO
REGISTRATION STATEMENT ON FORM S-1
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UNITED ROAD SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3278455
(State or other jurisdiction of 17 COMPUTER DRIVE WEST (I.R.S. Employer
incorporation or organization) ALBANY, NEW YORK 12205 Identification No.)
(518) 446-0140
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
EDWARD T. SHEEHAN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SECRETARY
UNITED ROAD SERVICES, INC.
17 COMPUTER DRIVE WEST
ALBANY, NEW YORK 12205
(518) 446-0140
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
KAREN A. DEWIS, ESQ.
MCDERMOTT, WILL & EMERY
600 13TH STREET, N.W.
WASHINGTON, D.C. 20005-3096
(202) 756-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after the
effective date of this Registration Statement.
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 registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), 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, 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 delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/
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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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
5,000,000 SHARES
UNITED ROAD SERVICES, INC.
COMMON STOCK
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This is an offering of shares of the Common Stock of United Road
Services, Inc. We may offer and issue the shares of Common Stock covered by this
prospectus from time to time in connection with our acquisitions of other
businesses or upon exercise or conversion of warrants, options, convertible
notes or other similar instruments that we assume or acquire in connection with
any such acquisitions. This prospectus may also be used, with our prior consent,
by persons who have received shares in connection with acquisitions and who wish
to offer and sell such shares under circumstances requiring the use of this
prospectus or making such use desirable.
The Nasdaq National Market lists our Common Stock under the symbol
"URSI." On May 18, 1999, the last reported sale price of our Common Stock was
$6.625 per share.
You can contact us at the following address and telephone number:
United Road Services, Inc., 17 Computer Drive West, Albany, New York 12205,
(518) 446-0140. Our internet address is "http://www.unitedroad.com".
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INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS.
YOU SHOULD READ THE "RISK FACTORS"
BEGINNING ON PAGE 6.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May 20, 1999
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy our filings at the SEC's public reference rooms in Washington,
D.C., New York, New York or Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings are also available to the public from commercial document
retrieval services and at the Internet web site maintained by the SEC at
"http://www.sec.gov." You can also review copies of our SEC filings at the
offices of the Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
We have filed with the SEC a registration statement on Form S-3 to
register the shares of our Common Stock to be sold by the selling stockholders.
This prospectus is part of that registration statement and, as permitted by the
SEC's rules, does not contain all of the information set forth in the
registration statement. For further information with respect to us or our Common
Stock, you may refer to the registration statement and to the exhibits and
schedules filed as part of the registration statement. You can review and copy
the registration statement and its exhibits and schedules at the public
reference rooms maintained by the SEC, and on the SEC's web site, as described
above.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with the SEC, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is considered to be part of this prospectus, and the information
that we file with the SEC after the date of this prospectus will automatically
update and supersede this information. We incorporate by reference into this
prospectus the following documents which we have previously filed with the SEC:
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
2. Our Proxy Statement dated April 27, 1999 for the 1999 annual
meeting of our stockholders;
3. Our Current Report on Form 8-K/A dated as of December 9, 1998
and filed on January 11, 1999;
4. Our prospectus dated April 26, 1998 included in Post-Effective
Amendment No. 2 to our Registration Statement on Form S-1
(Registration No. 333-65563), which contains the financial
statements required by Rule 3-05 and Article 11 of Regulation
S-X under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
5. Our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999.
In addition, we incorporate by reference into this prospectus all of
the filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act from the date of this prospectus until such time as all
shares of Common Stock offered for sale by this prospectus have been sold.
You may request a copy of these filings, at no cost, by writing or
telephoning us at United Road Services, Inc., 17 Computer Drive West, Albany, NY
12205, Attention: Investor Relations. Our telephone number is (518) 446-0140.
You can find additional information about us on our Internet web
site at "http://www.unitedroad.com."
You should rely only on the information contained in this document
or other documents that we have referred you to. We have not authorized anyone
to provide you with information that is different.
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Some of the information in this prospectus may contain
forward-looking statements as that term is defined in the federal securities
laws. Generally, these statements relate to business plans or strategies,
projected or anticipated benefits or other consequences of such plans or
strategies, projected or anticipated benefits from acquisitions made by or to be
made by us, or projections involving anticipated revenues, earnings or other
aspects of operating results. The words "may," "will," "expect," "believe,"
"anticipate," "project," "intend," "estimate," "continue" and similar
expressions are intended to identify forward-looking statements. We caution
readers that such statements are not guarantees of future performance or events
and are subject to a number of uncertainties, risks and other influences, many
of which are beyond our control, that may influence the accuracy of the
statements and the projections upon which the statements are based, including
but not limited to the factors discussed in "Risk Factors" below. Any one or
more of these uncertainties, risks and other influences could materially affect
our results of operations and whether forward-looking statements made by us
ultimately prove to be accurate. Our actual results, performance and
achievements could differ materially from those expressed or implied in these
forward-looking statements.
THE COMPANY
PLEASE NOTE THAT THROUGHOUT THIS PROSPECTUS WE USE THE TERM
"FOUNDING COMPANIES" WHICH MEANS THE FOUR TOWING AND RECOVERY BUSINESSES AND
THREE TRANSPORT BUSINESSES THAT WE ACQUIRED AT THE TIME OF OUR INITIAL PUBLIC
OFFERING IN MAY 1998. ADDITIONALLY, REFERENCES IN THIS PROSPECTUS TO "WE," "OUR"
OR "US" REFER TO UNITED ROAD SERVICES, INC. AND NOT TO ANY OF THE SELLING
STOCKHOLDERS.
United Road Services, Inc. was formed in July 1997 to become a
leading national provider of motor vehicle and equipment towing, recovery and
transport services. We believe that we are now one of the largest providers of
these services in the United States. As of March 31, 1999, we operated a network
of 35 towing and recovery service locations and 29 transport locations in a
total of 21 states. During 1998, approximately 46.6% of our net revenue was
derived from the provision of towing and recovery services and approximately
53.4% of our net revenue was derived from the provision of transport
services.
We offer a broad range of towing and recovery services in our local
markets, including:
o towing, impounding and storing motor vehicles;
o conducting lien sales and auctions of abandoned vehicles;
o towing heavy equipment; and
o recovering and towing heavy-duty commercial and recreational
vehicles.
We derive revenue from towing and recovery services based on
distance, time or fixed charges and from related impounding and storage fees. If
impounded vehicles are not claimed by their owners within prescribed time
periods, we are entitled to be paid from the proceeds of lien sales, scrap sales
or auctions. Depending upon the jurisdiction, the Company may either keep all of
the proceeds from the vehicle sales, or keep the proceeds up to the amount of
the towing and storage fees and pay the remainder to the municipality or law
enforcement agency.
Our towing and recovery customers include:
o commercial entities, such as automobile leasing companies, insurance
companies, automobile dealers, repair shops and fleet operators;
o municipalities;
o law enforcement agencies such as police, sheriff and highway patrol
departments; and
o individual motorists.
We provide transport services for new and used vehicles throughout
the United States. We derive revenue from transport services according to
pre-set rates based on mileage or negotiated flat rates.
Our transport customers include:
o commercial entities, such as automobile leasing companies, automobile
manufacturers, automobile auction companies and automobile dealers;
and
o individual motorists.
You can find out more information about the Company in reports we
file with the Securities and Exchange Commission under the Exchange Act, which
are incorporated by reference into this prospectus. See "Available Information"
and "Incorporation by Reference."
RISK FACTORS
Before you buy shares of Common Stock, you should be aware that there
are various risks, including those described below. You should consider
carefully these risk factors, together with all other information in this
prospectus, before you decide to purchase shares of our Common Stock.
The following discussion outlines certain factors that could affect
our consolidated results of operations for 1999 and beyond and cause them to
differ materially from those that may be set forth in forward-looking statements
made by us or on our behalf.
OUR COMBINED OPERATING HISTORY IS LIMITED AND THE INTEGRATION OF ACQUIRED
COMPANIES MAY ADVERSELY AFFECT OUR BUSINESS
We conducted no operations and generated no net revenue prior to our
initial public offering in May 1998. At the time of our initial public offering,
we purchased the seven Founding Companies. Between May 6, 1998 and December 31,
1998, we acquired a total of 34 additional businesses. Prior to their
acquisition by us, the businesses we acquired were operated as independent
entities, and we cannot assure you that we will be able to integrate the
operations of these businesses successfully into our operations or to institute
the necessary systems and procedures (including accounting and financial
reporting systems) to manage the combined enterprise on a profitable basis. Our
management group has been assembled only recently, and it may not be able to
successfully manage the combined entity or to implement effectively our
operating strategy and acquisition program. Our inability to successfully
integrate the businesses we acquired would have a material adverse effect on our
business, financial condition and results of operations.
OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL
A key component of our growth strategy has been to acquire other
towing, recovery and transport businesses in strategic markets and locations. In
the past, we financed these acquisitions by using a combination of Common Stock,
cash and debt. Recently, we have experienced a significant decline in the market
price of our Common Stock. As a result, our ability to complete acquisitions
using Common Stock as currency in a manner that is not dilutive to current
stockholders has been adversely affected. If our Common Stock does not maintain
a sufficient market value, or if the owners of the businesses we wish to acquire
are unwilling to accept Common Stock as part of the purchase price, we may be
required to use more of our cash resources, if available, or seek additional
financing in order to pursue our acquisition program. The consideration for each
future acquisition will vary on a case-by-case basis, with the major factors in
establishing the purchase price being the historical operating results and
future prospects of the business to be purchased and the ability of that
business to complement the services we offer. It is possible that we will not be
able to successfully consummate acquisitions in the future. If we are unable to
pursue an acquisition strategy in the future, we will be required to rely on
internal growth to expand our business.
Any acquisitions we make may result in potentially dilutive
issuances of equity securities, the incurrence of additional debt and the
amortization of expenses related to goodwill and other intangible assets, any of
which could have a material adverse effect on our business, financial condition
and results of operations. We may not be able to identify, acquire or manage
profitably additional businesses or integrate successfully any acquired
businesses without substantial costs, delays or other operational or financial
problems. Further, acquisitions involve a number of special risks, including
failure of the acquired business to achieve expected results, diversion of
management's attention, failure to retain key personnel of the acquired business
and risks associated with unanticipated events or liabilities. Some or all of
these additional risks could have a material adverse effect on our business,
financial condition and results of operations. We may also consider acquiring
complementary businesses that provide services that we do not currently provide.
We may not be able to successfully integrate these complementary businesses. In
addition, the businesses that we have already acquired or other businesses that
we may acquire in the future may not achieve anticipated revenues and
earnings.
OUR OPERATING STRATEGY MAY NOT BE SUCCESSFUL
A key element of our operating strategy is to increase the revenue and
improve the profitability of the businesses we acquire. We intend to increase
revenue by continuing to provide high quality service and by expanding both the
scope of services we offer and our customer base. Our ability to increase
revenue will be affected by various factors, including the demand for towing,
recovery and transport services, the level of competition in the industry, our
ability to expand the range of services we offer to existing customers, our
ability to attract new customers and our ability to attract and retain a
sufficient number of qualified personnel.
We intend to improve profitability by various means, including
eliminating duplicative operating costs and overhead, improving our asset
utilization and capitalizing on our enhanced purchasing power. Our ability to
improve profitability will be affected by various factors, including the costs
associated with centralizing our administrative functions, our ability to
benefit from the elimination of redundant operations and our ability to benefit
from enhanced purchasing power. Many of these factors are beyond our control and
our operating strategy may not be successful.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH
Our strategy is to expand our operations through acquisitions and
internal growth. Our systems, procedures and controls may not be adequate to
support our operations as they expand. Any future growth will impose significant
added responsibilities on the members of our senior management, including the
need to recruit and integrate new senior level managers and executives. We may
not be able to successfully recruit and retain such additional management. Our
failure to manage our growth effectively or our inability to attract and retain
additional qualified management could have a material adverse effect on our
business, financial condition and results of operations.
COMPETITION COULD ADVERSELY AFFECT OUR BUSINESS
The market for towing, recovery and transport services is extremely
competitive. This competition is based primarily on quality, service,
timeliness, price and geographic proximity. We compete with certain large
transport companies on a national and regional basis and certain large towing
and recovery companies on a regional and local basis, some of which may have
greater financial and marketing resources than we have. We also compete with
thousands of smaller local companies, which may have lower overhead cost
structures than we have and may, therefore, be able to provide their services at
lower rates than we can. We may also face competition for acquisition candidates
from companies that are attempting to consolidate towing, recovery and transport
service providers. Some of our current or future competitors may be better
positioned than we are to finance acquisitions, to pay higher prices for
businesses or to finance their internal operations.
WE RELY ON OUR INFORMATION TECHNOLOGY SYSTEMS AND SIGNIFICANT COSTS OR
FAILURES IN THESE SYSTEMS COULD ADVERSELY AFFECT OUR BUSINESS
Our accounting and financial reporting activities are centralized at
our headquarters in Albany, New York. We are in the process of implementing a
proprietary National Transportation Management System at all of our transport
locations and a standardized towing and recovery operating system at
substantially all of our towing and recovery locations. We anticipate that we
will need to upgrade and expand our information technology systems on an ongoing
basis as we expand our operations and complete future acquisitions. We may
encounter unexpected delays and costs in implementing such systems.
Additionally, these systems, when installed, may not function as we expect.
THE LOSS OF SIGNIFICANT CUSTOMERS COULD ADVERSELY AFFECT OUR BUSINESS
We provide towing and recovery services to certain municipalities and
law enforcement agencies under contracts. These towing and recovery contracts
typically have terms of five years or less, may be terminated at any time for
material breach and in some cases are subject to competitive bidding upon
expiration. We also provide transport services to automobile manufacturers and
other commercial customers under contracts which typically have terms of three
years or less and may be terminated at any time for material breach. Upon
expiration of the initial term of these contracts, the customer typically may
renew the contract on a year-to-year basis if it is satisfied with our
performance. Otherwise, the customer may implement its competitive bidding
process to award a new contract. It is possible that some or all of these towing
and recovery or transport contracts may not be renewed upon expiration or may be
renewed on terms less favorable to us. It is also possible that at some future
time more of our customers may implement a competitive bidding process for the
award of towing and recovery or transport contracts. We have no formal contract
with a large number of our towing, recovery and transport customers, and it is
possible that one or more of these customers could elect, at any time, to stop
utilizing our services.
REGULATORY CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS
Towing, recovery and transport services are subject to various federal,
state and local laws and regulations regarding equipment, driver certification,
training, recordkeeping and workplace safety. Our vehicles and facilities are
subject to periodic inspection by the United States Department of Transportation
and similar state and local agencies. Our failure to comply with these laws and
regulations could subject us to substantial fines and could lead to the closure
of operations that are not in compliance. In addition, certain government
contracting laws and regulations may affect our ability to acquire complementary
businesses in a given city or county. Companies providing towing, recovery and
transport services are required to have numerous federal, state and local
licenses and permits. When we acquire towing, recovery and transport businesses,
we must transfer or apply for such licenses and permits in order to conduct the
acquired business. Any failure in obtaining such licenses and permits or any
delay in our receipt of such licenses and permits could have a material adverse
effect on our business, financial condition and results of operations.
WE MAY BE EXPOSED TO ENVIRONMENTAL LIABILITIES
Our operations are subject to a number of federal, state and local laws
and regulations relating to the storage of petroleum products, hazardous
materials and impounded vehicles, as well as safety regulations relating to the
upkeep and maintenance of vehicles. In particular, our operations are subject to
federal, state and local laws and regulations governing leakage from salvage
vehicles, waste disposal, the handling of hazardous substances, environmental
protection, remediation, workplace exposure and other matters. It is possible
that an environmental claim could be made against us or that we could be
identified by the Environmental Protection Agency, a state agency or one or more
third parties as a potentially responsible party under federal or state
environmental laws. If that happens, we could be forced to incur substantial
investigation, legal and remediation costs. Such costs could have a material
adverse effect on our business, financial condition and results of operations.
WE MAY INCUR UNEXPECTED LIABILITIES AS A RESULT OF OUR ACQUISITIONS
The businesses that we have acquired or those that we may acquire in
the future could have liabilities that we did not or may not discover during our
pre-acquisition due diligence investigations. Such liabilities may include
liabilities arising from environmental contamination or non-compliance by prior
owners with environmental laws or regulatory requirements. As a successor owner
or operator, we may be responsible for such liabilities. The businesses we
acquire generally handle and store petroleum and other hazardous substances at
their facilities. There may have been or there may be releases of these
hazardous substances into the soil or groundwater which we may be required under
federal, state or local law to investigate and clean up. Any such liabilities or
related investigations or clean-ups could have a material adverse effect on our
business, financial condition and results of operations.
CHANGES IN OUR RELATIONS WITH OUR EMPLOYEES COULD ADVERSELY AFFECT OUR
BUSINESS
Although currently none of our employees are members of unions, it is
possible that some employees could unionize in the future or that we could
acquire businesses with unionized employees. If our employees were to unionize
or we were to acquire a business with unionized employees, we could incur higher
ongoing labor costs and could experience a significant disruption of our
operations in the event of a strike or other work stoppage. Any of these
possibilities could have a material adverse effect on our business, financial
condition and results of operations.
UNINSURED LIABILITIES MAY ADVERSELY AFFECT OUR BUSINESS
From time to time, we could be subject to various claims relating to
our operations, including claims for personal injury or death caused by
accidents involving our vehicles and service personnel, worker's compensation
claims and other employment related claims. Although we maintain insurance
(subject to customary deductibles), our insurance may not cover certain types of
claims, such as claims for punitive damages or for damages arising from
intentional misconduct (which are often alleged in third-party lawsuits). In the
future, we may not be able to maintain adequate levels of insurance on
reasonable terms. In addition, it is possible that existing or future claims may
exceed the level of our insurance coverage or that we may not have sufficient
capital available to pay any uninsured claims.
OUR QUARTERLY RESULTS MAY FLUCTUATE
We may experience significant fluctuations in quarterly operating
results due to a number of factors. These factors could include: the timing of
acquisitions and related costs; our success in integrating acquired businesses;
the loss of significant customers or contracts; the timing of expenditures for
new equipment and the disposition of used equipment; price changes in response
to competitive factors; seasonal, cyclical and other variations in the demand
for towing, recovery and transport services; and general economic conditions. As
a result, you should not rely on operating results for any one quarter as an
indication or guarantee of performance in future quarters.
SEASONAL AND CYCLICAL CHANGES IN THE DEMAND FOR OUR SERVICES MAY AFFECT OUR
RESULTS OF OPERATIONS
The demand for towing, recovery and transport services is subject to
seasonal, cyclical and other variations. Specifically, the demand for towing and
recovery services is generally highest in extreme weather, such as heat, cold,
rain and snow. Although the demand for automobile transport tends to be
strongest in the months with the mildest weather, since inclement weather tends
to slow the delivery of vehicles, the demand for automobile transport is also a
function of the timing and volume of lease originations, dealer inventories and
new and used auto sales.
WE RELY ON KEY EMPLOYEES WHOSE ABSENCE COULD ADVERSELY AFFECT OUR BUSINESS
We are highly dependent upon the experience, abilities and continued
efforts of our senior management. The loss of the services of one or more of the
key members of our senior management could have a material adverse effect on our
business, financial condition and results of operations if we are unable to find
a suitable replacement in a timely manner. We do not presently maintain "key
man" life insurance with respect to the members of our senior management.
Our operating facilities are managed by regional and local managers
who have substantial knowledge of and experience in the local towing, recovery
and transport markets that we serve. These managers include former owners and
employees of the businesses we have acquired. The loss of one or more of these
managers could have a material adverse effect on our business, financial
condition and results of operations if we are unable to find a suitable
replacement in a timely manner.
The timely, professional and dependable service demanded by towing,
recovery and transport customers requires an adequate supply of skilled
dispatchers, drivers and support personnel. Accordingly, our success will depend
on our ability to employ, train and retain the personnel necessary to meet our
service requirements. From time to time, and in particular areas, there are
shortages of skilled personnel. In the future, we may not be able to maintain an
adequate skilled labor force necessary to operate efficiently, our labor
expenses may increase as a result of a shortage in the supply of skilled
personnel or we may have to curtail our planned growth as a result of labor
shortages.
OUR SENIOR MANAGEMENT'S LACK OF EXPERIENCE IN MANAGING A TOWING, RECOVERY AND
TRANSPORT SERVICE BUSINESS MAY ADVERSELY AFFECT OUR BUSINESS
Our senior management has no prior experience in towing, recovery and
transport services. As a result, our senior management may not be able to
conduct our operations profitably, effectively integrate the operations of
acquired businesses or hire and retain personnel with relevant experience. Any
failure by our senior management to accomplish any of these things could have a
material adverse effect on our business, financial condition and results of
operations.
YEAR 2000 PROBLEMS MAY ADVERSELY AFFECT OUR BUSINESS
We have identified certain systems, equipment and applications,
including embedded systems and other "non-information technology," that are
utilized in our towing, recovery and transport operations or in our finance,
payroll and administration departments and that are necessary to operate our
business without disruption. These mission critical systems include servers,
desktop and notebook computers, data communications equipment, peripherals,
network and desktop operating systems, desktop application suites, payroll and
financial software, towing and transportation applications and interfaces with
our financial systems.
These mission critical systems also include our proprietary National
Transportation Management System, which we intend to install at all of our
transport locations prior to December 31, 1999, and a standardized towing and
recovery operating system, which we intend to install at substantially all of
our towing and recovery locations prior to December 31, 1999. With respect to
the remaining towing and recovery locations, we plan to continue to utilize
existing systems and to supply an interface to our standardized operating
system. We believe, based upon assurances from third parties, that our mission
critical systems will be Year 2000 ready prior to the end of 1999. However, it
is possible that this will not be the case.
We also utilize certain other hardware and software, operating
systems, relationships and services in our day-to-day operations and throughout
our various divisions, which are not necessarily critical to our operations. We
are in the process of identifying and evaluating these systems and functions and
will include in our Year 2000 readiness project any systems that we deem to be
material to our business.
Installation of our information systems may not be completed at all
of our locations before December 31, 1999. In addition, it is possible that
these systems, when installed, may not function properly. In either event, we
would be forced to rely on manual performance of our central administrative
functions along with the local dispatch and operating systems utilized by our
acquired businesses prior to their acquisition by us. There can be no assurance
that such systems will be Year 2000 ready or that the vendors and other service
providers associated with such businesses will be Year 2000 ready. If the local
dispatch and operating systems utilized by our acquired businesses do not
function properly after December 31, 1999, we will be required to perform
critical functions on a manual basis. Any resulting inefficiency could have a
material adverse effect on our business, financial condition and results of
operations.
Because we have not yet received responses to our Year 2000
questionnaires from all of our business partners, we are unable to predict the
impact that Year 2000 problems at vendors, customers or financial institutions
may have on us. We intend to continue to review our systems, equipment and
applications and to address Year 2000 issues with our business partners, and we
will implement contingency plans to the extent necessary to address these
issues.
No one knows the extent of the potential impact of the Year 2000
problem generally and we cannot predict the likelihood that Year 2000 problems
will cause a significant disruption in the economy as a whole.
The foregoing constitutes a Year 2000 statement and readiness
disclosure subject to the protections afforded it by the federal Year 2000
Information and Readiness Disclosure Act of 1998.
SECURITIES COVERED BY THIS PROSPECTUS
We may offer the shares of Common Stock covered by this prospectus from
time to time in connection with future acquisitions of other businesses, assets
or securities in business combination transactions in accordance with Rule
415(a)(1)(viii) of Regulation C under the Securities Act of 1933, as amended
(the "Securities Act") or otherwise under Rule 415. We may also issue shares of
Common Stock covered by this prospectus upon the exercise or conversion of
warrants, options, convertible notes or similar instruments we assume or acquire
in connection with any such acquisitions. We may make such acquisitions directly
or indirectly through a subsidiary. Such acquisitions may relate to businesses
similar or dissimilar to ours or to assets of a type which we may not currently
use and may be made in connection with the settlement of litigation or other
disputes.
The consideration we offer in such acquisitions, in addition to the
shares of Common Stock offered by this prospectus, may include cash, debt, or
other securities (which may be convertible into shares of Common Stock covered
by this prospectus), and we may assume liabilities associated with the business,
assets or securities being acquired or of their owner. It is contemplated that
the terms of such acquisitions will be determined by negotiations with the
owners of the businesses, assets or securities to be acquired. When we negotiate
the terms of our acquisitions, we typically take into account such factors as
the quality of management, the past and potential earning power, growth and
appreciation of the business, assets or securities acquired, and other relevant
factors. We anticipate that shares of Common Stock issued in such acquisitions
will be valued at a price reasonably related to the market value of the Common
Stock either at the time the terms of the acquisition are tentatively agreed
upon or at or near the time or times the shares are delivered.
In an effort to maintain an orderly market in the Common Stock, we may
from time to time negotiate agreements with those who receive Common Stock
covered by this prospectus that will limit the number of shares that they may
sell at specified time intervals. Such agreements may be more restrictive than
restrictions on sales made pursuant to the exemptions from registration
requirements of the Securities Act, including the requirements under Rule 144 or
Rule 145(d), and those who sign such agreements may not otherwise be subject to
such Securities Act requirements. We anticipate that, in general, any such
agreed upon limitations will be of limited duration and will permit those who
sign such agreements to sell up to a specified number of shares per business day
or days.
This prospectus, as appropriately amended or supplemented, may, with
our consent, also be used from time to time by persons who have received our
Common Stock and who may wish to sell such stock under circumstances requiring
or making desirable its use . Our consent to such use may be conditioned upon
such persons' agreeing not to offer more than a specified number of shares of
Common Stock in a given period of time and, upon the happening of any event
requiring this prospectus to be supplemented or amended, only following
appropriate supplements or amendments to the prospectus, which may agree to use
our best efforts to prepare and file at certain intervals. We may require that
any such offering be effected in an orderly manner through securities dealers,
acting as brokers or dealers we select, that selling stockholders enter into
custody agreements with one or more banks with respect to such shares, and that
sales be made only by one or more methods described in this prospectus.
When a selling stockholder notifies us that it has received an offer
to sell its shares, has entered into a material arrangement with a broker-dealer
for the sale of such shares, or has sold such shares, then, to the extent
required, we will deliver to the selling stockholder and file with the SEC a
supplement to this prospectus. The prospectus supplement will set forth with
respect to such offer or trade the terms of the offer or traded, including:
o the name of the selling stockholder;
o the number of shares of Common Stock involved;
o the price at which the shares were sold;
o any participating brokers, dealers or agents involved;
o any discounts, commissions and other items paid as compensation from,
and the resulting net proceeds to, the selling stockholder;
o that such broker-dealer did not conduct any investigation to verify
the information set out in this prospectus; and
o other facts material to the transaction.
Sales made by selling stockholders by means of this prospectus may
be made from time to time in private transactions at prices to be individually
negotiated with the purchasers, or publicly through transactions on the exchange
or automated quotation system on which the Common Stock is then traded or in the
over-the-counter market (which may involve block transactions), at prices
reasonably related to market prices at the time of sale or at negotiated prices.
Broker-dealers or agents may purchase shares directly from a selling stockholder
or sell shares to someone else on behalf of a selling stockholder.
Broker-dealers may charge commissions to both selling stockholders and
purchasers buying shares sold by a selling stockholder. If a broker buys shares
directly from a selling stockholder, the broker may resell the shares through
another broker, and the other broker may receive compensation from the selling
stockholder for the resale.
Selling stockholders may also offer shares of stock covered by this
prospectus by means of prospectuses under other registration statements or
pursuant to exemptions from the registration requirements of the Securities Act,
including sales which meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act, and stockholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.
We will receive none of the proceeds from any sales of Common Stock
offered by selling stockholders. We will pay for printing, certain legal, filing
and other similar expenses of this offering. Selling stockholders will bear any
other expenses relating to their sales of shares, including brokerage fees and
any underwriting discounts or commissions.
Selling stockholders and any brokers, dealers, agents, or others that
participate with the selling stockholders in the distribution of shares of
Common Stock covered by this prospectus may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions or fees received
by such persons and any profit on the resale of the shares purchased by such
persons may be deemed to be underwriting commissions or discounts under the
Securities Act.
We may agree to indemnify any selling stockholders under the Securities
Act against certain liabilities, including liabilities arising under the
Securities Act. Agents may be entitled under agreements entered into with the
selling stockholders to indemnification against certain civil liabilities,
including liabilities under the Securities Act.
In addition to any other applicable laws or regulations, selling
stockholders must comply with certain regulations relating to distributions by
selling stockholders, including Regulation M under the Exchange Act.
Certain states may require that registration, exemption from
registration or notification requirements be met before selling stockholders may
sell their shares. Certain states may also require selling stockholders to sell
shares only through broker-dealers.
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 40,000,000 shares. Of these shares,
35,000,000 shares are Common Stock, $0.001 par value, and 5,000,000 shares are
Preferred Stock, $0.001 par value. As of May 14, 1999, there were 17,791,372
shares of Common Stock and no shares of Preferred Stock outstanding. The
following discussion of the material features of our capital stock is intended
as a summary only. As a result, for complete information you should read our
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws, which are included as exhibits to our Registration Statement on Form S-1
(SEC Registration No. 333-46925). See "Available Information."
COMMON STOCK
All holders of our Common Stock are entitled to one vote for each share they own
on all matters submitted to a vote of stockholders. Subject to the terms of any
Preferred Stock we may issue, holders of Common Stock are entitled to receive
ratably any dividends as may be declared from time to time by the Board of
Directors. In the event we liquidate, dissolve or wind up, holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and liquidation preferences of any outstanding shares of Preferred
Stock. Holders of Common Stock have no preemptive rights or rights to convert
their Common Stock into any other securities. There are no redemption or sinking
fund provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable.
PREFERRED STOCK
Our Board of Directors has the authority, without action by the stockholders,
to designate and issue up to 5,000,000 shares of Preferred Stock in one or more
series and to designate the dividend rate, voting rights and other rights,
preferences and restrictions of each series, any or all of which may be greater
than the rights of the Common Stock. We have no present plans to issue any
shares of Preferred Stock. One of the effects of undesignated Preferred Stock
may be to enable our Board to discourage an attempt to obtain control of the
Company by means of a tender offer, proxy contest, merger or otherwise and to
protect the continuity of our management. The issuance of shares of Preferred
Stock may adversely affect the rights of holders of Common Stock. For example,
any Preferred Stock we issue may rank prior to the Common Stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of Common Stock. Accordingly, the issuance of
shares of Preferred Stock may discourage bids for the Common Stock or may
otherwise adversely affect the market price of the Common Stock.
CLASSIFIED BOARD OF DIRECTORS; VACANCIES
Our Amended and Restated Certificate of Incorporation provides that our Board of
Directors shall be divided into three classes and that the number of directors
in each class shall be as nearly equal as is possible based upon the number of
directors constituting the entire Board. The certificate of incorporation
effectively provides that the term of office of the first class of directors
will expire at our first annual meeting of stockholders following the initial
public offering, the term of office of the second class of directors will expire
at our second annual meeting of stockholders following the initial public
offering, and the term of office of the third class of directors will expire at
our third annual meeting of stockholders following the initial public offering.
At each annual meeting of stockholders, successors to directors of the class
whose term expires at such meeting will be elected to serve for three-year terms
and until their successors are elected and qualified.
The classification of our Board of Directors has the effect of making it more
difficult for stockholders to change the composition of the Board. At least two
annual meetings of stockholders, instead of one, will generally be required to
change the majority of the Board. Such a delay may help to provide the Board
with sufficient time to analyze an unsolicited proxy contest, a tender or
exchange offer or any other extraordinary corporate transaction. However, such
classification provisions could also have the effect of discouraging a third
party from initiating a proxy contest, making a tender offer or otherwise
attempting to obtain control of the Company, even though such an attempt might
be beneficial to our stockholders. The classification of the Board could thus
increase the likelihood that incumbent directors will retain their positions.
Under Delaware law, unless otherwise provided in the certificate of
incorporation, directors serving on a classified board may only be removed by
the stockholders for cause. Our certificate of incorporation does not override
this provision. Our certificate of incorporation does provide that, subject to
the rights of any holders of Preferred Stock, newly created directorships
resulting from an increase in the authorized number of directors or vacancies on
the Board resulting from death, resignation, retirement, disqualification or
removal of directors or any other cause may be filled only by the Board (and not
by the stockholders unless there are no directors in office). Accordingly, the
Board could prevent any stockholder from enlarging the Board and filling the new
directorships with such stockholder's own nominees.
The provisions of the certificate of incorporation governing the removal of
directors and the filling of vacancies may have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or otherwise
attempting to gain control of the Company, or of attempting to change the
composition or policies of the Board, even though such attempts might be
beneficial to our stockholders. These provisions of the certificate of
incorporation could thus increase the likelihood that incumbent directors will
retain their positions.
STOCKHOLDER MEETING PROVISIONS
Our certificate of incorporation and bylaws provide that (subject to the rights
of any holders of Preferred Stock) (i) only a majority of the Board of Directors
or the Chief Executive Officer is able to call a special meeting of
stockholders; and (ii) stockholder action may be taken only at a duly called and
convened annual or special meeting of stockholders and may not be taken by
written consent. These provisions, taken together, prevent stockholders from
forcing consideration of stockholder proposals over the opposition of the Board,
except at an annual meeting.
Our bylaws establish an advance notice procedure for stockholders to make
nominations of candidates for election as director, or to bring other business
before an annual meeting of our stockholders.
The notice procedure provides that, subject to the rights of any holders of
Preferred Stock, only persons who are nominated by or at the direction of the
Board, any committee appointed by the Board, or by a stockholder who has given
timely written notice to our Secretary prior to the meeting at which directors
are to be elected will be eligible for election as directors. At an annual
meeting, only such business may be conducted as has been brought before the
meeting by the Board, any committee appointed by the Board, or by a stockholder
who has given timely written notice to our Secretary of such stockholder's
intention to bring such business before such meeting. To be timely, we must
receive notice of stockholder nominations or proposals not less than 60 days nor
more than 90 days prior to the scheduled date of the meeting (or, if less than
70 days' notice or prior public disclosure of the date of the meeting is given,
then not later than the 15th day following the earlier of the day such notice
was mailed or the day such public disclosure was made). These notices must
contain certain prescribed information.
This notice procedure affords our Board of Directors an opportunity to consider
the qualifications of proposed director nominees or the merit of stockholder
proposals, and, to the extent deemed appropriate by the Board, to inform
stockholders about such matters. The notice procedure also provides a more
orderly procedure for conducting annual meetings of stockholders.
Although our bylaws do not give our Board of Directors any power to approve or
disapprove stockholder nominations for the election of directors or proposals
for action, the provisions described above may have the effect of precluding a
contest for the election of directors or the consideration of stockholder
proposals. These provisions may also discourage or deter a third party from
conducting a solicitation of proxies to elect its own slate of directors or to
approve its own proposal.
DELAWARE LAW
We are a Delaware corporation and are subject to Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" with a Delaware corporation for three years following the date such
person became an interested stockholder. This restriction is subject to certain
exceptions such as approval of the board of directors and of the holders of at
least two-thirds of the outstanding shares of voting stock not owned by the
interested stockholder. The existence of this provision is expected to have an
anti-takeover effect, possibly inhibiting attempts that might result in a
premium over the market price for the shares of Common Stock.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
Pursuant to the provisions of the Delaware General Corporation Law, we have
adopted provisions in our certificate of incorporation which provide that our
directors shall not be personally liable for monetary damages for a breach of
fiduciary duty as a director. However, the directors will be liable if the
damages result from a breach of the director's duty of loyalty to the Company or
our stockholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, an act related to the
unlawful stock repurchase or payment of a dividend under Section 174 of Delaware
General Corporation Law, and transactions from which the director derived an
improper personal benefit. Also, the limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.
Our bylaws require us to indemnify our officers and directors, and permit us to
indemnify our other agents, to the fullest extent permitted under Delaware law.
We have entered into separate indemnification agreements with our directors and
officers which are, in some cases, broader than the specific indemnification
provisions contained in the Delaware General Corporation Law. The
indemnification agreements require us, among other things, to indemnify our
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance if available on reasonable terms.
TRANSFER AGENT
The transfer agent and registrar for our Common Stock is American Stock Transfer
and Trust Company.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been passed on
by the international law firm of McDermott, Will & Emery.
EXPERTS
The consolidated financial statements of United Road Services, Inc.
and subsidiaries, the combined financial statements of Northland Auto
Transporters, Inc. and Northland Fleet Leasing, Inc., the combined financial
statements of Caron Auto Works, Inc. and Caron Auto Brokers, Inc., the combined
financial statements of 5-L Corporation and ADP Transport, Inc., the
consolidated financial statements of Smith-Christensen Enterprises, Inc. and
subsidiary, the consolidated financial statements of ASC Transportation Services
and subsidiary, the consolidated financial statements of E&R Towing & Garage,
Inc. and subsidiaries, and the financial statements of Falcon Towing and Auto
Delivery, Inc., Absolute Towing and Transporting, Inc., Keystone Towing, Inc.,
Silver State Tow and Recovery, Inc., Neil's Used Truck & Car Sales,
Incorporated, Environmental Auto Removal, Inc., Alert Auto Transport, Inc., Fast
Towing, Inc., Car Transporters Corporation, Schroeder Auto Carriers, Inc., MPG
Transco, Ltd. and Pilot Transport, Inc. to the extent and for the periods
indicated in their reports, have been incorporated by reference herein and in
the registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
================================================================================
You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is not an offer to sell Common
Stock and it is not soliciting an offer to buy Common Stock in any state where
the offer or sale is not permitted.
5,000,000 SHARES
(URSI LOGO)
COMMON STOCK
MAY 20, 1999
================================================================================
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the Common Stock being registered
hereby.
ITEM AMOUNT
SEC registration fee.......................................... $ 25,223
Nasdaq National Market Listing Fee............................ 17,500
Legal fees and expenses....................................... 85,000*
Accounting fees and expenses.................................. 170,000*
Miscellaneous expenses........................................ 2,277
-------------
Total................................................ $ 300,000
==========
- -------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has included in its Certificate of Incorporation and
Bylaws provisions to (i) eliminate the personal liability of its directors for
monetary damages resulting from breaches of their fiduciary duty to the extent
permitted by the General Corporation Law of the State of Delaware (the "DGCL")
and (ii) indemnify its directors and officers to the fullest extent permitted by
the DGCL, including circumstances in which indemnification is otherwise
discretionary.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by each in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses (including attorneys' fees) actually and reasonably incurred by
directors, officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
The Registrant has entered into indemnification agreements with its
directors and certain key officers pursuant to which the Registrant is generally
obligated to indemnify its directors and such officers to the full extent
permitted by the DGCL as described above. The Registrant has purchased insurance
for its directors and officers indemnifying them against certain civil
liabilities, including liabilities under the federal securities laws, which
might be incurred by them in such capacity.
ITEM 16. EXHIBITS.
Number Description of Document
- ------ -----------------------
4.1 Specimen Common Stock Certificate (incorporated by reference to the
same-numbered Exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 333-46925)).
4.2 Form of 8% Convertible Subordinated Debenture due 2008 (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
dated November 19, 1998).
5.1 Opinion of McDermott, Will & Emery as to the validity of the issuance
of the securities registered hereby (previously filed ).
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
23.2 Consent of KPMG LLP (filed herewith).
24 Power of Attorney (included with signature page to this Registration
Statement)
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;
(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;
and
(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by such
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 3 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Albany, State of New York, on May 13, 1999.
UNITED ROAD SERVICES, INC.
By: /s/ Edward T. Sheehan
---------------------
Edward T. Sheehan
Chairman of the Board,
Chief Executive Officer
and Secretary
KNOW ALL PERSONS BY THESE PRESENTS, that Mr. Pfeffer, whose
signature appears below, constitutes and appoints Edward T. Sheehan and Allan D.
Pass and each of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution for him in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 has been signed on May 13, 1999 by the following
persons in the capacities indicated:
SIGNATURE TITLE
/s/ Edward T. Sheehan Chairman of the Board, Chief Executive Officer
Edward T. Sheehan and Secretary (principal executive officer)
/s/ Donald J. Marr Senior Vice President and Chief Financial Officer
Donald J. Marr (principal financial and accounting officer)
/s/ Grace M. Hawkins* Director
Grace M. Hawkins
/s/ Donald F. Moorehead, Jr.* Director
Donald F. Moorehead, Jr.
/s/ Edward W. Morawski* Director
Edward W. Morawski
/s/ Todd Q. Smart* Director
Todd Q. Smart
/s/ Richard A. Molyneux* Director
Richard A. Molyneux
/s/ Mark J. Henninger* Director
Mark J. Henninger
/s/ Merril M. Halpern* Director
Merril M. Halpern
/s/ Robert L. Berner, III* Director
Robert L. Berner, III
/s/ Michael S. Pfeffer Director
Michael S. Pfeffer
*By: /s/ Edward T. Sheehan
Edward T. Sheehan
Attorney-in-fact