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 36,000,000 shares, without par value.  The Articles also
 authorize the Board of Directors to issue up to 500,000 shares of
 preferred stock and to specify the rights and preferences, including
 voting power, of such preferred stock.  No preferred stock has been
 issued.

 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 nine directors, divided into three
 classes to be as nearly equal in


                               -10-




 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


                               -11-




 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.


                               -12-