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Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABM INDUSTRIES INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 94-1369354
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
50 Fremont Street, Suite 2600, San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
ABM INDUSTRIES INCORPORATED 1985 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Harry H. Kahn, Esq.
Corporate Vice President, General Counsel and Secretary
ABM Industries Incorporated
50 Fremont Street, Suite 2600
San Francisco, California 94105
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 597-4500
Copy to:
Therese A. Mrozek, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Price Aggregate Amount of
to be Amount to be Per Offering Registra-
Registered Registered Share* Price tion Fee
___________ _____________ _______ _____________ _________
Common 500,000 $17.875 $8,937,500.00 $3,082.00
Stock shares
=================================================================
* Estimated solely for the purpose of calculating the registration fee
on the basis of $17.875 per share, the average of the high and low
prices for the Common Stock on the New York Stock Exchange on March
24, 1994.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement: (i) ABM Industries Incorporated's (the
"Company") latest annual report filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(ii) all other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Company's latest annual report; and (iii) the description of
the Company's common stock set forth in the Company's Registration
Statement on Form 8-A relating thereto, including any amendment or
report filed for the purpose of updating such description. All
documents filed by the Company after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that
indicates all securities offered have been sold or deregisters all
securities then remaining unsold), shall be deemed to be incorporated
by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the Delaware Corporation Law, the
Company's Certificate of Incorporation eliminate the personal
liability of its directors to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director,
except for: (i) any breach of the duty of loyalty to the Company or
its stockholders, (ii) acts or omissions not in good faith,
(iii) intentional misconduct or a knowing violation of law, or
(iv) any transaction from which the director derived an improper
personal benefit.
As authorized by Section 145 of the Delaware Corporation Law, the
Company's By-Laws provide for the indemnification of the directors,
officers, employees or agents of the Company in certain cases.
Indemnification shall be provided to directors and officers of the
Company, or of other enterprises if serving at the request of the
Company, against actual and reasonable costs, charges, expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with pending or completed actions, suits or
proceedings, whether civil, criminal, administrative or investigative
(other than action by or in the right of the Company) if the director
or officer acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe the conduct was unlawful.
If such proceeding is brought by or on the behalf of the Company,
a similar standard of care is applicable, except that no
indemnification shall be made with respect to any matter as to which
such person is adjudged to be liable to the Company unless and only to
the extent that the court shall determine such person is fairly and
reasonably entitled to indemnification of such costs.
The Company's By-Laws further provide that, notwithstanding the
foregoing, directors, officers, employees and agents shall be
indemnified of all actual and reasonable costs to the extent that such
persons are successful on the merits or otherwise.
In addition to the above, the Company has entered into an
Indemnification Agreement with its directors. The Indemnification
Agreement provides directors with the same indemnification by the
Company as set forth in the preceding paragraphs except that the
Indemnification Agreement differs from the By-Laws in the following
significant respects: (1) indemnification is provided to directors in
excess of that provided by any insurance coverage; and (2) no
indemnification shall be provided on account of any action commenced
by the director in his or her individual right against the Company,
its directors, officers and stockholders unless authorized by a
majority of disinterested directors.
There exists directors and officers liability insurance presently
outstanding which insures directors and officers of the Company. The
losses covered by the policy are subject to certain exclusions and the
policy contains certain deductible provisions. All exclusions and
deductibles are specifically indemnified in the Indemnification
Agreement discussed in the preceding paragraph.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 The ABM Industries Incorporated 1985 Employee Stock Purchase
Plan.
5.1 Opinion of Harry H. Kahn, Esq.
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
ITEM 9. 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 of 1933;
(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;
(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 (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933
each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of the Plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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 of 1933 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 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 Act and will be
governed by the final adjudication of such issue.
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco,
State of California on the 29th day of March, 1994.
ABM INDUSTRIES INCORPORATED
(Registrant)
/s/ William W. Steele
William W. Steele
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dated indicated.
Signature Title Date
Principal Executive Officer:
/s/ Sydney J. Rosenberg
Sydney J. Rosenberg Chairman of the March 29, 1994
Board and Chief
Executive Officer
Principal Financial Officer:
/s/ David H. Hebble
David H. Hebble Corporate Vice March 29, 1994
President and Chief
Financial Officer
Principal Accounting Officer:
/s/ Hussain A. Khan
Hussain A. Khan Corporate March 29, 1994
Controller
Directors:
*/s/ Claude M. Ballard, Jr.
Claude M. Ballard, Jr. Director March 29, 1994
*/s/ Maryellen B. Cattani
Maryellen B. Cattani Director March 29, 1994
*/s/ Robert S. Dickerman
Robert S. Dickerman Director March 29, 1994
*/s/ John F. Egan
John F. Egan Director March 29, 1994
*/s/ Charles T. Horngren
Charles T. Horngren Director March 29, 1994
*/s/ Felix M. Juda
Felix M. Juda Director March 29, 1994
*/s/ William E. Walsh
William E. Walsh Director March 29, 1994
*/s/ Martin H. Mandles
Martin H. Mandles Director March 29, 1994
*/s/ Sydney J. Rosenberg
Sydney J. Rosenberg Director March 29, 1994
*/s/ Theodore Rosenberg
Theodore Rosenberg Director March 29, 1994
*/s/ William W. Steele
William W. Steele Director March 29, 1994
* By /s/ Harry H. Kahn
Harry H. Kahn,
Attorney-in-Fact
A majority of the members of the Board of Directors.
EXHIBIT INDEX
4.1 The ABM Industries Incorporated 1985 Employee Stock Purchase
Plan.
5.1 Opinion of Harry H. Kahn, Esq.
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
EXHIBIT 4.1
ABM INDUSTRIES INCORPORATED
1985 EMPLOYEE STOCK PURCHASE PLAN
The purpose of this 1985 Employee Stock Purchase Plan (the "Plan") is
to provide employees the opportunity to purchase ABM Industries
Incorporated's common stock through annual offerings to be made until
April 30, 1997. An aggregate of 2,500,000 authorized and unissued shares
of such stock may be issued under the Plan (the "Shares").
1. Eligibility. Only employees of ABM Industries Incorporated (the
"Corporation") and its subsidiary corporations will be eligible to
participate in the Plan. All such employees will be eligible to
participate, except employees who own or hold options to purchase or who,
as a result of participation in this Plan, would own or hold options to
purchase, stock of the Corporation possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the
Corporation and any current or future parent and/or subsidiary
corporation(s) of the Corporation. An employee shall be considered as
owning stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries.
Stock which an employee may purchase under outstanding options shall be
treated as stock owned by the employee.
2. Offerings. The Plan shall be implemented by granting eligible
employees the right to purchase Shares (an "Offering") during offering
periods of one (1) year duration (each such period being referred to herein
as an "Offering Period") commencing at such times as the Corporation shall
determine. The first working day during an Offering Period shall be the
"Offering Date" for such Offering Period.
3. Participation. An employee eligible on the Offering Date of any
Offering may participate in such Offering by completing and forwarding a
Payroll Deduction Authorization for Purchase of Stock form ("Payroll
Deduction Authorization Form") to the Payroll Department at such employee's
branch location on or before the Offering Date. The form will authorize a
regular payroll deduction from the employee's compensation.
Unless otherwise indicated, a participating employee shall
automatically participate in the first Offering which commences immediately
after the expiration of each Offering in which such employee acquires
Shares upon expiration of the standard one (1) year Offering Period. A
participating employee is not required to file an additional Payroll
Deduction Authorization Form in order to automatically participate therein.
Unless otherwise indicated in an additional Payroll Deduction Authorization
Form, the rate at which payroll deductions shall be accumulated with
respect to any such subsequent Offering shall equal the rate applicable to
the previously expired Offering. Any balance in an employee's payroll
deduction account at the end of an Offering will remain in the employee's
account as funds available for the purchase of shares in the subsequent
Offering.
4. Deductions. The Corporation will maintain payroll deduction
accounts for all participating employees. With respect to any Offering
made under this Plan, an employee may authorize a payroll deduction up to a
maximum of 10% of the compensation he receives during the Offering Period
specified for the Offering (or during such portion thereof as he may elect
to participate). As a minimum, an employee must authorize a payroll
deduction which, based on his rate of pay at the time of such
authorization, would enable him by the end of the Offering Period to
accumulate in his account an amount equal to at least the Offering Price
(as defined below) of ten Shares for that Offering.
5. Deduction Changes. An employee may at any time increase or
decrease his payroll deduction by filing a new Payroll Deduction
Authorization Form. The change will become effective for the next pay
period after receipt of the form. A payroll deduction may be increased
only once and reduced only once during any Offering Period. An employee
will be deemed to have withdrawn from an Offering if such employee reduces
the payroll deduction amount to zero.
6. Withdrawal of Funds. An employee may at any time and for any
reason draw out the balance accumulated in his account, and thereby
withdraw from participation in an Offering. He may not thereafter
participate during the remainder of the Offering Period specified for the
Offering. Partial withdrawals will not be permitted.
7. Purchase of Shares. Each employee participating in any Offering
under this Plan will be granted, upon the Offering Date of such Offering, a
right to purchase as many full Shares (but not less than ten) as he may
elect to purchase for up to 10% of compensation received during the
specified Offering Period to be paid by payroll deductions during such
period, provided that the maximum number of Shares which may be purchased
in any Offering shall be equal to the number obtained by dividing the
employee's annual compensation on the Offering Date of such Offering by the
fair market value of one Share on the Offering Date of such Offering.
The purchase price for each Share purchased under any Offering will
be the lesser of:
(a) 85% of the fair market value of one Share on the Offering
Date of such Offering (the "Offering Price"), or
(b) 85% of the fair market value of one Share on the day on
which the right to purchase is exercised and the Shares are purchased
pursuant to the terms of this Plan (the "Alternate Offering Price").
As of the last working day of each calendar month during any
Offering, the account of each participating employee shall be totalled.
When a participating employee shall have sufficient funds in his account to
purchase ten or more Shares at the lesser of either the Offering Price or
the Alternate Offering Price as of that date, the employee shall be deemed
to have exercised his right to purchase the number of full Shares
purchasable with the funds in his account at such price, his account shall
be charged for the amount of the purchase, and a stock certificate shall be
issued to him as of such day. Subsequent Shares covered by the employee's
right to purchase will be purchased in the same manner whenever sufficient
funds have again accrued in his account.
Payroll deductions may be made under each Offering to the extent
authorized by the employee, subject to the maximum and minimum limitations
imposed for each such Offering. A separate employee account will be
maintained with respect to each Offering.
A participating employee may not purchase shares under any Offering
beyond 12 months from the Offering Date thereof. Any balance in an
employee's account at the end of 12 months from the Offering Date of any
Offering which is not sufficient to purchase ten Shares will, unless
otherwise indicated, remain in the employee's account for the purchase of
shares in the next Offering.
8. Limitation to Purchase of Shares. Anything contained in this
Plan notwithstanding, no employee may be granted a right to purchase which
permits such employee's rights to purchase stock under all employee stock
purchase plans of the Corporation and its parent and subsidiary
corporations to accrue at a rate which exceeds $25,000 of fair market value
of such stock (determined at the time such right to purchase is granted)
for each calendar year in which such right to purchase is outstanding at
any time. For this purpose (a) the right to purchase stock accrues when
such right (or any portion thereof) first becomes exercisable during the
calendar year; (b) the right to purchase stock accrues at the rate provided
in the Offering, but in no case may such rate exceed $25,000 of fair market
value of such stock (determined at the time such right to purchase is
granted) for any one calendar year; and (c) a right to purchase which has
accrued under one Offering may not be carried over to any other Offering.
9. Registration of Certificates. Stock Certificates may be
registered only in the name of the employee, or if he so indicates on his
Payroll Deduction Authorization Form, in his name jointly with a member of
his family with rights of survivorship, in the name of a family trust, or
in the name of a family member pursuant to a gift which satisfies the
requirements of the Uniform Gifts to Minors Act. An employee who is a
resident of a jurisdiction which does not recognize such a joint tenancy
may have certificates registered in his name as tenant in common with a
member of his family, without right of survivorship.
10. Definitions.
"Working Day" means a day other than a Saturday, Sunday or scheduled
holiday.
"Fair Market Value" means the average of the high and low prices of
ABM Industries Incorporated's common stock composite transactions on the
New York Stock Exchange on a given day, or if no sales were made on that
day, the average of the high and low prices on the next preceding day on
which sales are made.
"Parent corporation" means a corporation described in Section 424(e)
of the Internal Revenue Code of 1986, as amended (the "Code").
"Subsidiary corporation" means a corporation described in Section
424(f) of the Code.
The Plan is intended to be an "employee stock purchase plan" as
defined in Section 423 of the Code and its provisions shall be interpreted
in a manner consistent with this intent.
11. Rights as a Stockholder. None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to Shares purchased
under this Plan unless and until certificates representing such Shares
shall have been issued.
12. Rights on Retirement, Death or Termination of Employment. In
the event of a participating employee's retirement, death, or termination
of employment, no payroll deduction shall be taken from any pay due and
owing to him at such time and the balance in his account shall be paid to
him, or, in the event of death, to his estate.
13. Rights Not Transferable. Rights granted under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during his lifetime only.
14. Application of Funds. Funds received or held by the Corporation
under this Plan may be used for any corporate purpose.
15. Adjustment in Case of Changes Affecting the Stock. In the event
of a subdivision of outstanding shares, or the payment of a stock dividend,
the number of shares reserved or authorized to be reserved under this Plan,
including shares covered by outstanding grants to participating employees,
shall be increased proportionately, and the Offering Price for each
participant at such time reduced proportionately, and such other adjustment
shall be made as may be deemed equitable by the Board of Directors. In the
event of any other change affecting ABM Industries Incorporated's common
stock, such adjustment shall be made as may be deemed equitable by the
Board of Directors to give proper effect to such event.
16. Amendment of the Plan. The Board of Directors may at any time,
or from time to time, amend this Plan in any respect, except that, to the
extent required to maintain this Plan's qualification under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended, any such
amendment shall be subject to stockholder approval.
17. Termination of the Plan. This Plan and all rights of employees
under any Offering hereunder shall terminate:
(a) on the day that participating employees become entitled to
purchase a number of Shares equal to or greater than the number of
Shares remaining available for purchase. If the number of Shares so
purchasable is greater than the Shares available, Shares shall be
allocated on a pro rata basis among such participating employees; or
(b) at any time, at the discretion of the Board of Directors of
the Corporation.
No Offering hereunder shall be made under which the Offering Period shall
extend beyond April 30, 1997. Upon termination of this Plan, all amounts
in the accounts of participating employees shall be promptly refunded.
18. Administration. The Plan will be administered by the Executive
Compensation Committee of the Board of Directors. The Committee will have
authority to make rules and regulations for the administration of the Plan.
Its interpretations and decisions with regard thereto shall be final and
conclusive.
19. Governmental Regulations. The Corporation's obligation to sell
and deliver ABM Industries Incorporated's common stock under this Plan is
subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such stock.
EXHIBIT 5.1
OPINION OF HARRY H. KAHN, ESQ.
March 29, 1994
ABM Industries Incorporated
50 Fremont Street
San Francisco, CA 94105-2230
Re: ABM Industries Incorporated
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, I am rendering this opinion in connection with the
proposed issuance pursuant to the ABM Industries Incorporated 1985 Employee
Stock Purchase Plan (the "Plan"), of up to 500,000 shares of common stock,
$.01 par value ("Common Stock"), of ABM Industries Incorporated, a Delaware
corporation (the "Company").
I have such examined instruments, documents, and records which I
deemed relevant and necessary for the basis of mt opinion hereinafter
expressed. In such examination, I have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as
copies; and (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents,
instruments, and certificates I have reviewed.
Based on such examination, I am of the opinion that the 500,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock, and, when issued in accordance
with the provisions of the Plan, will be legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of my name wherever it
appears in said Registration Statement. In giving such consent, I do not
consider that I am an "expert" within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any
part of the Registration Statement, including this opinion, as an exhibit
or otherwise.
Very truly yours,
/s/ Harry H. Kahn
Harry H. Kahn
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
ABM Industries Incorporated:
We consent to the incorporation by reference in the registration statement
on Form S-8 of ABM Industries Incorporated 1985 Employee Stock Purchase
Plan of our report dated December 20, 1993, relating to the consolidated
financial statements and consolidated financial statement schedules which
report appears in the October 31, 1993 annual report on Form 10-K of ABM
Industries Incorporated (formerly American Building Maintenance Industries,
Inc.).
KPMG Peat Marwick
San Francisco, California
March 29, 1994
EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints Sydney J.
Rosenberg, Martin H. Mandles, and Harry H. Kahn, and each of them with
power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign a Registration
Statement or Registration Statements on Form S-8 relating to 500,000 shares
of common stock issuable under the ABM Industries Incorporated 1985
Employee Stock Purchase Plan and any and all amendments of such
Registration Statements, including post-effective amendments, and to file
the same, together with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises
hereof, as fully to all intents and purposes as he might do or could do in
person, thereby ratifying and confirming all that said attorney-in-fact or
his or her substitutes may lawfully do or cause to be done by virtue
hereof.
Directors
/s/ Claude M. Ballard, Jr.
Claude M. Ballard, Jr. Date: March 29, 1994
/s/ Maryellen B. Cattani
Maryellen B. Cattani Date: March 29, 1994
/s/ Robert S. Dickerman
Robert S. Dickerman Date: March 29, 1994
/s/ John F. Egan
John F. Egan Date: March 29, 1994
/s/ Charles T. Horngren
Charles T. Horngren Date: March 29, 1994
/s/ Felix M. Juda
Felix M. Juda Date: March 29, 1994
/s/ Martin H. Mandles
Martin H. Mandles Date: March 29, 1994
/s/ Sydney J. Rosenberg
Sydney J. Rosenberg Date: March 29, 1994
/s/ Theodore Rosenberg
Theodore Rosenberg Date: March 29, 1994
/s/ William W. Steele
William W. Steele Date: March 29, 1994
/s/ William E. Walsh
William E. Walsh Date: March 29, 1994
Minimum 15 minutes delayed. Source: LSEG