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                                                                EXHIBIT (b)(2)

                       REPORT OF SCHRODER WERTHEIM & CO.
                        INCORPORATED DATED MAY 31, 1996

        Parent and UC Acquisition Corp. have requested a continuing exemption
by letter dated June 6, 1996. A paper copy was submitted to the Commission on
June 6, 1996 and an electronic filing shall be made within 6 days of the 
filing.