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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
CHAPARRAL STEEL COMPANY
(Name of the Issuer)
TEXAS INDUSTRIES, INC., TEXAS INDUSTRIES ACQUISITION INC.
AND
CHAPARRAL STEEL COMPANY
(Name of Persons Filing Statement)
COMMON SHARES, $.10 PAR VALUE 159422104
(Title of Class of Securities) (Cusip Number of Class of Securities)
ROBERT C. MOORE, ESQ.
VICE PRESIDENT -- GENERAL COUNSEL AND SECRETARY
TEXAS INDUSTRIES, INC.
1341 W. MOCKINGBIRD LANE
7TH FLOOR
DALLAS, TEXAS 75247
(972) 647-6740
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement.)
Copies To:
DAN BUSBEE, ESQ. JOHN D. CAPERS, JR., ESQ.
LOCKE PURNELL RAIN HARRELL KING & SPALDING
2200 ROSS AVENUE, SUITE 2200 191 PEACHTREE STREET
DALLAS, TEXAS 75201 ATLANTA, GEORGIA 30303-1763
(214) 740-8000 (404) 572-4600
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CRF
240.14c-1 to 240.14c-101] or Rule 13e-3(c) [240.13e-3 (c)] under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF
VALUATION* FILING FEE**
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$76,300,000 $15,260
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* Assumes 4,453,963 Common Shares, par value $.10 per share, of Chaparral
Steel Company (the "Common Shares") will be converted into the right to
receive $15.50 per share in cash. Includes options to purchase Common Shares
having a net cash value of $7,263,574.
** The amount of the filing fee, calculated in accordance with 240.0-11 of the
Securities Exchange Act of 1934 equals 1/50th of one percent of the
transaction value.
[X] Check box if any part of the fee is offset as proved Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $15,260
Form or Registration No.: Schedule 14A
Filing Party: Chaparral Steel Company
Date Filed: September 9, 1997
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INTRODUCTION
This Schedule 13E-3 Transaction Statement is being filed by Texas
Industries, Inc., a Delaware corporation ("TXI"), TXI Acquisition Inc., a
Delaware corporation and wholly-owned subsidiary of TXI ("TXI Acquisition"), and
Chaparral Steel Company, a Delaware corporation (the "Company"), and is being
filed in connection with an Agreement and Plan of Merger, dated as of July 30,
1997 ("the Merger Agreement") among TXI, TXI Acquisition and the Company.
The following cross-reference sheet is supplied pursuant to general
instruction F to 13E-3 and shows the location in the preliminary proxy statement
filed by the Company with the Securities and Exchange Commission
contemporaneously herewith (including all annexes and schedules thereto
("Preliminary Proxy Statement") of the information required to be included in
response to the items of this Transaction Statement. The information in the
Preliminary Proxy Statement, a copy of which is attached hereto as Exhibit d,
are incorporated by reference and the responses to each item are qualified in
their entirety by the information contained in the Preliminary Proxy Statement.
CROSS-REFERENCE SHEET SHOWING
LOCATION IN PRELIMINARY PROXY STATEMENT
OF INFORMATION REQUIRED BY ITEMS IN SCHEDULE 13E-3
SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
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1. Issuer and Class of Security Subject to the
Transaction
Item 1(a)............................................ Cover Page and "The Parties"
Item 1(b)............................................ Cover Page and "Introduction-Record Date;
Quorum; Required Vote"
Item 1(c)............................................ "Market Prices and Dividends"
Item 1(d)............................................ "Market Prices and Dividends"
Item 1(e)............................................ Not Applicable
Item 1(f)............................................ Quarterly Periods
2. Identity and Background
Items 2(a) - (d) and (g)............................. Cover Page; "Introduction General;"
"-- The Special Meeting;" "The Parties;"
and "Management of TXI, TXI Acquisition
and the Company"
Items 2(e) and (f)................................... Not Applicable
3. Past Contacts, Transactions or Negotiations
Item 3(a)(1)......................................... "Special Factors -- Interests of Certain
Persons in the Merger"
Item 3(a)(2) and (b)................................. "Special Factors -- Background of the
Merger" and "-- Certain Litigation"
4. Terms of Transaction
Item 4(a)............................................ "Introduction -- Record Date; Quorum;
Required Vote;" "Special
Factors -- Interests of Certain Persons
in the Merger;" and "The Merger"
Item 4(b)............................................ "Introduction -- Record Date; Quorum;
Required Vote;" "Special
Factors -- Interests of Certain Persons
in the Merger;" and "The
Merger -- General -- Treatment of Shares
in the Merger"
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SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
------------------ ---------------------------------------
5. Plans or Proposals of the Issuer or Affiliate
Items 5(a) - (g)..................................... "Special Factors -- Background of the
Merger;" "-- Purpose and Structure of
the Merger;" "-- Plans for the Company
After the Merger;" and "-- Interests of
Certain Persons in the Merger"
6. Source and Amounts of Funds or Other Consideration
Item 6(a)............................................ "The Merger -- Payment for Public Shares;
Sources of Funds"
Item 6(b)............................................ "Special Factors -- Fees and Expenses"
Item 6(c) and (d).................................... "The Merger -- Payment for Public Shares;
Sources of Funds"
7. Purpose(s), Alternatives, Reasons and Effects
Items 7(a) and (c)................................... "Special Factors -- Background of the
Merger" and "-- Purpose and Structure of
the Merger"
Item 7(b)............................................ "Special Factors -- Background of the
Merger" and "-- Purpose and Structure of
the Merger"
Item 7(d)............................................ "Special Factors -- Background of the
Merger;" "-- Plans for the Company After
the Merger;" "-- Certain Effects of the
Merger;" "-- Certain U.S. Federal Income
Tax Consequences;" and "The Merger --
Accounting Treatment"
8. Fairness of the Transaction
Item 8(a)............................................ "Special Factors -- Recommendation of the
Special Committee and Board of Directors
of the Company"
Item 8(b)............................................ "Special Factors -- Background of the
Merger;" "-- Recommendation of the
Special Committee and Board of Directors
of the Company"; "-- Purpose and
Structure of the Merger"; and
"-- Opinion of Robinson-Humphrey;
Summary of Financial Analyses"
Item 8(c)............................................ "Introduction -- Record Date; Quorum;
Required Vote" and "The
Merger -- General -- Conditions to the
Merger; Amendment, Waiver and
Termination"
Item 8(d)............................................ "Special Factors -- Background of the
Merger;" "-- Recommendation of the
Special Committee and Board of Directors
of the Company;" and "-- Opinion of
Robinson-Humphrey; Summary of Financial
Analyses"
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SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
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Item 8(e)............................................ "Special Factors -- Background of the
Merger;" "-- Recommendation of the
Special Committee and Board of Directors
of the Company"
Item 8(f)............................................ Not Applicable
9. Reports, Opinions, Appraisals and Certain
Negotiations
Items 9(a) - (c)..................................... "Special Factors -- Background of the
Merger;" "-- Opinion of Robinson-
Humphrey; Summary of Financial
Analyses"; and Exhibit (b)
10. Interest in Securities of the Issuer
Item 10(a)........................................... "Introduction -- Record Date; Quorum;
Required Vote"; "Special
Factors -- Interests of Certain Persons
in the Merger"; and "Ownership of Common
Shares"
Item 10(b)........................................... Not Applicable
11. Contracts, Arrangements or Understandings with "Special Factors -- Interests of Certain
Respect to the Issuer's Securities................. Persons in the Merger;" "The Merger;"
Annex A to the Preliminary Proxy
Statement
12. Present Intention and Recommendation of Certain
Persons with Regard to the Transaction
Items 12(a) - (b).................................... "Introduction -- The Special Meeting" and
"-- Record Date; Quorum; Required Vote;"
"Special Factors -- Recommendation of
the Special Committee and Board of
Directors of the Company;" and
"-- Interests of Certain Persons in the
Merger"
13. Other Provisions of the Transaction
Item 13(a)........................................... "The Merger -- Dissenters' Rights" and
Annex B to the Preliminary Proxy
Statement
Item 13(b) and (c)................................... Not Applicable
14. Financial Information
Item 14(a)........................................... "Selected Consolidated Financial Data of
the Company;" "Incorporation of Certain
Documents by Reference;" Exhibits (g)(1)
and (g)(2)
Item 14(b)........................................... Not Applicable
15. Persons and Assets Employed, Retained or Utilized
Item 15(a)........................................... "Introduction -- Solicitation of Proxies"
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SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
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Item 15(b)........................................... "Introduction -- Solicitation of Proxies;"
"Special Factors -- Background of the
Merger;" "-- Opinion of
Robinson-Humphrey; Summary of Financial
Analyses;" "TXI's Financial Advisors;"
and "Special Factors -- Fees and
Expenses"
16. Additional Information............................... Preliminary Proxy Statement in its
entirety
17. Material to be Filed as Exhibits..................... Separately filed with this Schedule 13E-3
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The name of the issuer of the class of equity security subject to the
Rule 13e-3 transaction is Chaparral Steel Company and the address of its
principle executive offices is 300 Ward Road, Midlothian, Texas 76065-9651.
(b) The relevant information set forth on the Cover Page of the Preliminary
Proxy Statement and under the caption "Introduction -- Record Date; Quorum and
Required Vote" is incorporated here and by reference.
(c) The relevant information set forth under the caption "Market Prices and
Dividends" is incorporated herein by reference.
(d) The relevant information set forth under the caption "Market Prices and
Dividends" is incorporated herein by reference.
(e) Not Applicable.
(f)
AMOUNT OF COMMON RANGE OF AVERAGE
QUARTERLY PERIODS(1) SHARES PURCHASED PRICES PAID PURCHASE PRICE
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FISCAL 1996
First Quarter................................... 0 -- --
Second Quarter.................................. 651,800 $9.50 -- $10.00 $ 9.77
Third Quarter................................... 0 -- --
Fourth Quarter(2)............................... 454,700 $13.375 $13.375
FISCAL 1997
First Quarter(2)................................ 349,100 $10.75 $10.75
Second Quarter.................................. 0 -- --
Third Quarter................................... 0 -- --
Fourth Quarter.................................. 0 -- --
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(1) The information set forth in this table reflects purchases of the Common
Shares made by the Company since the commencement of the Company's second
full fiscal year preceding the date of this Schedule 13E-3.
(2) Only one purchase transaction occurred during such quarterly period.
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ITEM 2. IDENTITY AND BACKGROUND
(a) - (d) and (g). This Transaction Statement is being filed by TXI, TXI
Acquisition and the Company (the Company being the issuer.) The following
information set forth on the Cover Page of the Preliminary Proxy Statement and
set forth under the captions "Introduction -- General," "-- The Special
Meeting," "The Parties" and "Management of TXI, TXI Acquisition and the Company"
is incorporated herein by reference.
(e) and (f). During the last 5 years, none of TXI, TXI Acquisition and the
Company or, to the best of the knowledge of TXI, TXI Acquisition or the Company,
any of the persons listed under the caption "Management of TXI, TXI Acquisition
and the Company" (i) has been convicted in a criminal proceeding (excluding
traffic violations or some other misdemeanors), or (ii) was or is a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of, or prohibiting activates subject
to, federal or state securities laws or finding any violations of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1). The relevant information set forth under the caption "Special
Factors -- Interests of Certain Persons in the Merger" is incorporated herein by
reference.
(a)(2) and (b). The relevant information set forth under the captions
"Special Factors -- Background of the Merger" and "-- Certain Litigation" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The relevant information set forth under the captions
"Introduction -- Record Date; Quorum; Required Vote," "Special
Factors -- Interests of Certain Persons in the Merger" and "The Merger" are
incorporated herein by reference.
(b) The relevant information set forth under the captions
"Introduction -- Record Date; Quorum; Required Vote," "Special
Factors -- Interests of Certain Persons in the Merger" and "The Merger --
General -- Treatment of Shares in the Merger" is incorporated herein by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) -- (g) The relevant information set forth under the captions "Special
Factors -- Background of the Merger"; "-- Plans for the Company After the
Merger," "-- Purpose and Structure of the Merger" and "-- Interests of Certain
Persons in the Merger" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The relevant information set forth under the captions "The
Merger -- Payment for Public Shares; Sources of Funds" and "Special
Factors -- Fees and Expenses" is incorporated herein by reference.
(b) The relevant information set forth under the caption "Special
Factors -- Fees and Expenses" is incorporated herein by reference.
(c) and (d) The relevant information set forth under the caption "The
Merger -- Payment for Public Shares; Sources of Funds" is incorporated herein by
reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) and (c). The relevant information set forth under the captions "Special
Factors -- Background of the Merger" and "-- Purpose and Structure of the
Merger" is incorporated herein by reference.
(b) The relevant information set forth under the caption "Special
Factors -- Background of the Merger" and "-- Purpose and Structure of the
Merger" is incorporated herein by reference.
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(d) The relevant information set forth under the captions "Special
Factors -- Background of the Merger," "-- Plans for the Company After the
Merger," "-- Certain Effects of the Merger," "-- Certain U.S. Federal Income Tax
Consequences" and "The Merger -- Accounting Treatment" is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The relevant information set forth under the captions "Special
Factors -- Recommendation of the Special Committee and Board of Directors of the
Company" is incorporated herein by reference.
(b) The relevant information set forth under the captions "Special
Factors -- Background of the Merger," "-- Recommendation of the Special
Committee and Board of Directors of the Company"; "-- Purpose and Structure of
the Merger", and "-- Opinion of Robinson-Humphrey; Summary of Financial
Analyses" is incorporated herein by reference.
(c) The relevant information set forth under the captions
"Introduction -- Record Date; Quorum; Required Vote" and "The
Merger -- General -- Conditions to the Merger; Amendment, Waiver and
Termination" is incorporated herein by reference.
(d) The relevant information set forth under the caption "Special
Factors -- Background of the Merger," "-- Recommendation of the Special
Committee and Board of Directors of the Company" and "Opinion of
Robinson-Humphrey; Summary of Financial Analyses" is incorporated herein by
reference.
(e) The relevant information set forth under the captions "Special
Factors -- Background of the Merger," "-- Recommendation of the Special
Committee and Board of Directors of the Company" is incorporated herein by
reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) - (c) The relevant information set forth under the captions "Special
Factors -- Background of the Merger", and "-- Opinion of Robinson-Humphrey;
Summary of Financial Analyses" and an Exhibit (b)(1) to this Transaction
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The relevant information set forth under the captions
"Introduction -- Record Date; Quorum; Required Vote," "Special
Factors -- Interests of Certain Persons in the Merger" and "Ownership of Common
Shares" is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
The relevant information set forth under the captions "Special
Factors -- Interests of Certain Persons in the Merger," "The Merger" and Annex A
to the Preliminary Proxy Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) and (b). The relevant information set forth under the captions
"Introduction -- The Special Meeting," "-- Record Date; Quorum; Required Vote,"
"Special Factors -- Recommendation of the Special Committee and Board of
Directors of the Company" and "Interests of Certain Persons in the Merger" is
incorporated herein by reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The relevant information set forth under the caption "The
Merger -- Dissenters' Rights" and in Annex B to the Preliminary Proxy Statement
is incorporated herein by reference.
(b) and (c). Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The relevant information set forth under the caption "Selected
Consolidated Financial Data of the Company" in the Preliminary Proxy Statement
is incorporated herein by reference. Pursuant to Instruction D and Instruction F
to Schedule 13E-3, the following are incorporated by reference:
(i) The "Consolidated Financial Statements" from the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1997 (copies of which
are filed as Exhibit (g)(1) to this Transaction Statement); and
(ii) Part I, "Financial Information," Item 1, "Consolidated Financial
Statements" from the Company's quarterly report on Form 10-Q for the fiscal
quarter ended August 31, 1997 (copies of which are filed as Exhibit (g)(2)
to this Transaction Statement.)
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b). The relevant information set forth under the captions
"Introduction -- Solicitation of Proxies", "Special Factors -- Fees and
Expenses"; "-- Background of the Merger", "-- Opinion of Robinson-Humphrey;
Summary of Financial Analyses" and "TXI's Financial Advisor" is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Preliminary Proxy Statement is
incorporated herein by reference in its entirety.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a) -- Not Applicable.
(b)(1) -- Fairness Opinion of The Robinson-Humphrey Company, Inc.
(incorporated by reference to Annex C to the Preliminary
Proxy Statement).
(b)(2) -- Presentation materials provided to the Special Committee
of the Board of Directors of the Company by The
Robinson-Humphrey Company, Inc. on June 20, 1997.
(b)(3) -- Presentation materials provided to the Special Committee
of the Board of Directors of the Company by The
Robinson-Humphrey Company, Inc. on July 29, 1997.
(c) -- Agreement and Plan of Merger dated as of July 30, 1997
among Chaparral Steel Company, Texas Industries, Inc. and
TXI Acquisition Inc. (incorporated by reference to Annex
C to the Preliminary Proxy Statement).
(d) -- The Preliminary Proxy Statement (incorporated by
reference to the Preliminary Proxy Statement).
(e) -- Dissenters' Rights (incorporated by reference to Annex B
to the Preliminary Proxy Statement).
(f) -- Not Applicable.
(g)(1) -- Consolidated Financial Statements (incorporated by
reference from the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1997).
(g)(2) -- Part I, "Financial Information," Item 1,"Consolidated
Financial Statements" (incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1997).
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
TEXAS INDUSTRIES, INC.
By: /s/ Robert D. Rogers
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Title: President
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Date: September 19, 1997
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
TXI ACQUISITION INC.
By: /s/ Robert D. Rogers
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Title: President
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Date: September 19, 1997
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
CHAPARRAL STEEL COMPANY
By: /s/ Gordon E. Forward
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Title: President
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Date: September 19, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a) -- Not Applicable.
(b)(1) -- Fairness Opinion of The Robinson-Humphrey Company, Inc.
(incorporated by reference to Annex C to the Preliminary
Proxy Statement).
(b)(2) -- Presentation materials provided to the Special Committee
of the Board of Directors of the Company by The
Robinson-Humphrey Company, Inc. on June 20, 1997.
(b)(3) -- Presentation materials provided to the Special Committee
of the Board of Directors of the Company by The
Robinson-Humphrey Company, Inc. on July 29, 1997.
(c) -- Agreement and Plan of Merger dated as of July 30, 1997
among Chaparral Steel Company, Texas Industries, Inc. and
TXI Acquisition Inc. (incorporated by reference to Annex
C to the Preliminary Proxy Statement).
(d) -- The Preliminary Proxy Statement (incorporated by
reference to the Preliminary Proxy Statement).
(e) -- Dissenters' Rights (incorporated by reference to Annex B
to the Preliminary Proxy Statement).
(f) -- Not Applicable.
(g)(1) -- Consolidated Financial Statements (incorporated by
reference from the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1997).
(g)(2) -- Part I, "Financial Information," Item 1,"Consolidated
Financial Statements" (incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1997).
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