Exhibit (99)(a)


                    DESCRIPTION OF COMMON STOCK

     The following description of the Common Stock does not purport to be
complete and is qualified in its entirety by the Company's Restated
Articles of Incorporation, as amended (the "Articles"), the Company's
Restated Bylaws, as amended (the "Bylaws"), and the Wisconsin Business
Corporation Law ("WBCL").

     The authorized common stock of the Company (the "Common Stock")
consists of 30,000,000 shares, without par value.    

VOTING RIGHTS

     Each holder of Common Stock is entitled to one vote for each share
held of record on the stock transfer books of the Company on each matter to
be voted upon at any annual or special meeting of the shareholders of the
Company except to the extent the voting power of shares held by any person
in excess of 20% may be limited to one-tenth of the full voting power of
such excess shares under the provisions of section 180.1150 of the WBCL. 

DIVIDENDS

     Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors of the Company out of funds legally
available therefor. 

LIQUIDATION PREFERENCE

     Upon liquidation of the Company, holders of Common Stock are entitled
to receive the net assets of the Company after satisfaction of the prior
rights of any creditors of the Company and the holders of any class of
preferred stock which may then have been issued and outstanding.  

MISCELLANEOUS

     The Common Stock is not convertible and carries no preemptive rights. 
The Common Stock is nonassessable except as provided in section
180.0622(2)(b) of the WBCL (relating to claims for wages for up to six
months' service, but not in excess of the amount of the consideration paid
for the shares).

ELECTION OF DIRECTORS AND OTHER BUSINESS

     The Articles provide that the number of directors shall be determined
by the Board of Directors pursuant to the bylaws, but that there shall be
not less than three nor more than ten directors, divided into three classes
to be as nearly equal in size as possible.  The classification of the Board
of Directors could make more difficult or discourage attempts to obtain
control of the Company through the election of directors because a minimum
of two meetings held for the purpose of electing directors would be
required for any party to elect a majority of the members of the Board.  

     The Bylaws require that not less than 60 days' nor more than 90 days'
notice be given to the Company of any intention to nominate a candidate for
director or to propose business from the floor at any annual or special
meeting of shareholders. 

SPECIAL REQUIREMENTS FOR CERTAIN BUSINESS COMBINATIONS

    ARTICLES

      The Articles provide that an affirmative vote of 80% of the Common
Stock is required to approve a merger, a sale of all or substantially all
of the assets or certain other business combinations involving the Company
and a company controlled by a holder of 10% of the Common Stock under which
the Company would not be the surviving party or purchaser unless the
acquisition of Common Stock by the 10% holder involved had received certain
prior approval of the Board of Directors.  In addition, the affirmative
vote of two-thirds of the Common Stock held by disinterested shareholders
is required where any business combination involves an "interested
shareholder" (generally the holder of 10% or more of the Common Stock or an
affiliate of such person), as defined in the Articles unless (1) the
consideration offered the shareholders of the Company meets certain "fair
price" requirements or (2) the transaction is approved by a majority of the
Board's disinterested directors prior to the date on which the interested
shareholder became an interested shareholder.

     Various provisions dealing with certain business combinations, and the
provision for the classification of the Board of Directors, can be amended
only by the affirmative vote of 80% of the outstanding shares of Common
Stock or two-thirds of the shares of Common Stock held by independent
shareholders (as defined generally to mean shareholders not having an
interest in the surviving entity in any business combination) or both.

     Certain of these provisions of the Articles and Bylaws, including the
classification of directors, could make more difficult or discourage a
merger, tender offer, proxy contest or other attempt to obtain control of
the Company.  

     WBCL
  
     The WBCL also provides various limitations on voting power and other
actions in connection with certain mergers, consolidations, acquisitions or
liquidations.  Under the WBCL, in discharging their  duties to the Company
and in determining what they believe to be in the best interests of the
Company, directors and officers may, in addition to considering the effect
of any action on the Company's shareholders, consider the effects of the
action of employees, suppliers, customers, the communities in which the
Company operates and any other factors that the directors and officers deem
pertinent.    

SHAREHOLDER RIGHTS PLAN

     Each share of the Common Stock entitles its holder to one nonvoting
preferred share purchase right ("Right").  Rights become exercisable 10
days after a person or group acquires 20% or more of the outstanding
Common Stock (an "Acquiring Person").  The Board may reduce this threshold
amount to 10%.  The Right will entitle the holder to purchase from the
Company .01 share of Series A Junior Participating Preferred Stock at a
price of $60.  If the Company is acquired in a merger or other business
combination, the holder may exercise the Right and receive common stock of
the acquiring company having a market value equal to 200% of the exercise
price of the Right.  If a person becomes an "Acquiring Person", the holder
may exercise the Right and receive Common Stock having a market value equal
to 200% of the exercise price of the Right.  Rights are subject to
redemption by the Company for $.05 per Right until a person or group
becomes an Acquiring Person.  After a person or group becomes an Acquiring
Person, but before the Acquiring Person acquires 50% of the Common Stock,
the Company may exchange one share of Common Stock for each Right.  Rights
will expire on July 10, 1996 unless extended by the Company.  The Company
has reserved 100,000 shares of Series A Junior Participating Preferred
Stock.