-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J31ldRIiTSbE0Lg89slRmByNCtDEAKelxGEOVXKiM1AO1Sd5AMMiMgbS0lisl5kC nPF5qV9GNDGZjuzvRUSy+A== 0000950153-96-000042.txt : 19970625 0000950153-96-000042.hdr.sgml : 19970625 ACCESSION NUMBER: 0000950153-96-000042 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19960130 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVCO INDUSTRIES INC CENTRAL INDEX KEY: 0000278166 STANDARD INDUSTRIAL CLASSIFICATION: 2451 IRS NUMBER: 860214910 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-08822 FILM NUMBER: 96508717 BUSINESS ADDRESS: STREET 1: 301 E BETHANY HOME RD STE C-178 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6022650580 MAIL ADDRESS: STREET 1: 301 EAST BETHANY HOME ROAD STREET 2: SUITE C-178 CITY: PHOENIX STATE: AZ ZIP: 85012 DEF 14C 1 DEFINITIVE N&PS OF CAVCO INDUSTRIES 1 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: / / Preliminary Information Statement /x/ Definitive Information Statement Cavco Industries, Inc. - - - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) Ruth Smith, Secretary, by order of the Board of Directors - - - -------------------------------------------------------------------------------- (Name of Person(s) Filing the Information Statement) Payment of Filing Fee (Check the appropriate box): /x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). / / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: $.05 Par Value Common Stock - - - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: 3,382,977 - - - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(1) n/a - - - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: n/a - - - -------------------------------------------------------------------------------- (1) Set forth the amount on which the filing fee is calculated and state how it was determined. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid - - - -------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - - - -------------------------------------------------------------- 3) Filing Party: - - - -------------------------------------------------------------- 4) Date Filed: - - - -------------------------------------------------------------- 2 CAVCO INDUSTRIES, INC. 301 E. BETHANY HOME ROAD SUITE C178 PHOENIX, AZ 85012 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 27, 1996 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CAVCO INDUSTRIES, INC., an Arizona corporation, will be held at 1001 N. Central Avenue, Third Floor, Phoenix, Arizona on Tuesday, February 27, 1996 at 2:00 p.m. for the following purposes, all as more fully set forth in the attached Statement. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 1. To elect directors to serve for a period of one year and until their successors are elected and qualified; and 2. To approve the selection of independent certified public accountants for 1996; and 3. To transact such other business as may properly come before the meeting and any adjournments thereof. In accordance with the By-laws and action of the Board of Directors of CAVCO INDUSTRIES, INC., only holders of record of Common Stock at the close of business on December 31, 1995, will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. The Information Statement will be mailed to stockholders on or about February 1, 1996. By order of the Board of Directors, /s/ Ruth Smith --------------------- RUTH SMITH, Secretary Phoenix, Arizona January 26, 1996 3 CAVCO INDUSTRIES, INC. 301 E. BETHANY HOME ROAD SUITE C178 PHOENIX, AZ 85012 STATEMENT Annual Meeting of Stockholders, February 27, 1996 ------------------------ This Statement is furnished to the stockholders by the management of CAVCO INDUSTRIES, INC., (the "Company") at the direction of the Board of Directors in connection with the Annual Meeting of Stockholders of the Company to be held on February 27, 1996. The cost of this notice is to be borne by the Company. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. PROPOSALS OF SECURITY HOLDERS INTENDED TO BE PRESENTED AT THE NEXT ANNUAL MEETING Stockholders of the Company who intend to present proposals at the Company's 1997 Annual Meeting of Stockholders must send such proposals to the Company not later than November 30, 1996 in order to be included in the next Information Statement relating to the Annual Meeting. OUTSTANDING SHARES, VOTING RIGHTS AND SHAREHOLDINGS OF CERTAIN PERSONS As of the close of business on December 31, 1995, the Company had outstanding 3,382,977 shares of common stock with $.05 per share par value, each of which is entitled to one vote at all meetings of stockholders, other than the election of directors. (See "Cumulative Voting.") As stated in the Notice of Annual Meeting of Stockholders attached hereto, only holders of record of Common Stock at the close of business on December 31, 1995 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. In determining whether a quorum exists at the meeting, all shares represented in person or proxy will be counted. Presence of holders of a majority of the outstanding stock shall constitute a quorum. Votes will be tabulated by inspectors. Abstentions and broker non-votes are each included in the determination of the number of shares present and voting. Each is tabulated separately. Abstentions are counted in tabulations of the votes cast on proposals presented to shareholders, whereas broker non- votes are not counted for purposes of determining whether a proposal has been approved. CUMULATIVE VOTING RIGHTS Each shareholder present either in person or by proxy at the Annual Meeting will have cumulative voting rights with respect to the election of directors; that is the shareholder will have an aggregate number of votes in the election of directors equal to the number of directors to be elected multiplied by the number of shares of Common Stock of the Company held by such shareholder on the record date. The resulting aggregate number of votes may be cast by the shareholder for the election of any single nominee, or the 1 4 shareholder may distribute such votes among any number of all the nominees. The five nominees receiving the highest number of votes will be elected to the Board of Directors. The cumulative voting rights may be exercised in person or by proxy and there are no conditions precedent to the exercise of such rights. ELECTION OF DIRECTORS At the 1996 annual meeting, six directors are to be elected to serve until the next Annual Meeting and until their successors are elected and qualified. Each of the management's nominees is listed below, together with his or her age, the period during which he or she has served as director, and a description of his or her business experience during the last five years. Alfred R. Ghelfi, Ruth Smith, Robert Wold, William Blandin and Stephen H. Kleemann are presently directors of the Company. Management knows of no current circumstances which would render any nominee herein unable to accept nomination or election. PROPOSED NOMINEES FOR ELECTION AS DIRECTORS AND INFORMATION CONCERNING THEM
Name Age Position in the Company - - - ---- --- ----------------------- Alfred R. Ghelfi 56 President, Director and Chief Executive Officer Ruth Smith 65 Secretary and Director Robert Wold 77 Director William Blandin 46 Executive Vice President and Director Stephen H. Kleemann 51 Director Brent Ghelfi 34 Vice President, Chief Counsel
ALFRED R. GHELFI is the President and a Director of the Company. He has been President of the Company since 1974. In 1968, when the Company was formed, through 1973, Mr. Ghelfi was Vice President, Secretary, Treasurer and a Director of the Company. He works full-time for the Company. Mr. Ghelfi is the Chairman of the Board of Directors of Action Healthcare Management Services, Inc., a subsidiary of the Company; and Chief Executive Officer and a Director of Sun Built Homes, Inc., and National Security Containers, Inc., also subsidiaries of the Company. RUTH SMITH is the Secretary and a Director of the Company since 1974. She came to the Company in 1968 and, except for one year, has been with the Company since that time. Mrs. Smith is the Secretary and a Director of Action Healthcare. She now works part-time for the Company. ROBERT WOLD has been a Director of the Company since 1991. Mr. Wold is the president of Manufactured Housing Counselors, Inc., a management consulting firm specializing in manufactured buildings. The Company retains Manufactured Housing Counselors, Inc. as an operations consultant. 2 5 WILLIAM R. BLANDIN is the Executive Vice President and a Director of the Company. He has been employed by the Company since 1976. He works full-time for the Company. He became a Vice President of the Company in 1984, and a director in 1985. STEPHEN H. KLEEMANN has been a Director of the Company since 1984. Mr. Kleemann is a principal in Kleemann Capital Management, Inc., a financial consulting company in Santa Barbara, California. Mr. Kleemann is a Director of Action Healthcare Management Services, Inc. The Company retains Kleemann Capital Management, Inc. as a financial consultant. Mr. Kleemann is also a director of a public company called Positive Response Television. BRENT GHELFI is Vice President of Cavco Industries, Inc., a position he has held since January 1995. He has been employed by the Company since January 1995. He works full time for the Company. In addition to his duties as Vice President and General Counsel for Cavco, he is also the President of Sun Built Homes, Inc., a wholly owned subsidiary of Cavco which designs and develops modular home subdivisions. Prior to joining Cavco, he was a partner with the Phoenix headquartered law firm of Myer, Hendricks, Victor, Osborn & Maledon, specializing in corporate litigation and labor law. He was with the firm for more than six years. Brent Ghelfi is the son of Alfred R. Ghelfi. ADDITIONAL EXECUTIVE OFFICERS
Name Age Position in the Company - - - ---- --- ----------------------- Robert Ward 45 Vice President, Treasurer and Chief Financial Officer Wendell Hargis 40 Vice President of Manufacturing Operations
ROBERT WARD is Vice President, Treasurer and Chief Financial Officer of the Company and serves as a Director of Action Healthcare Management Services, Inc. He has been employed by the Company since 1978. He works full-time for the Company. He became Treasurer of the Company in 1984 and Vice President and Chief Financial Officer in 1990. In 1991, Mr. Ward became a Director, Assistant Secretary and Treasurer of Action Healthcare Management Services, Inc. and Sun Built Homes, Inc., both subsidiaries of the Company. In 1994, Mr. Ward became a Director, Secretary and Treasurer of National Security Containers, Inc., also a subsidiary of the Company. WENDELL HARGIS is the Vice President of Manufacturing Operations of the Company. He has been employed by the Company since 1988. He works full-time for the Company. He became Vice President of Manufacturing Operations in 1992. 3 6 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth information as of December 31, 1995, with respect to each person (including any "group"), as that term is used in Section 13(d) of the Securities Exchange Act of 1934, who is known by the Company to be the beneficial owner of more than 5% of the Company's common stock, its only class of securities.
Name and Address of Beneficial Amount & Nature of Percent of Title of Class Owner Beneficial Ownership Class(1) - - - -------------- ------------------------------ -------------------- ---------- $.05 Par Value Alfred R. Ghelfi 1,830,729 shares(2) 54.1% Common Stock 5655 N. Camelback Canyon Dr. Phoenix, AZ 85018 $.05 Par Value Stephen H. Kleemann 272,025 shares 8.0% Common Stock 526 Via Sinuosa Santa Barbara, CA 93110 $.05 Par Value FMR Corp. 259,050 shares(3) 7.6% Common Stock 82 Devonshire St. Boston, MA 02109
(b) SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth information as of December 31, 1995, as to the Company's one class of equity securities beneficially owned by all directors and officers individually and as a group.
Name and Address of Beneficial Amount & Nature of Percent of Title of Class Owner Beneficial Ownership Class(1) - - - -------------- ------------------------------ -------------------- ---------- $.05 Par Value Alfred R. Ghelfi 1,830,729 shares(2) 54.1% Common Stock 5655 N. Camelback Canyon Dr. Phoenix, AZ 85018 $.05 Par Value Ruth Smith 42,340 shares(4) 1.3% Common Stock 19016 N. 88th Dr. Peoria, AZ 85382 $.05 Par Value Stephen H. Kleemann 272,025 shares 8.0% Common Stock 526 Via Sinuosa Santa Barbara, CA 93110
- - - ----------------------------- 1. Based on 3,382,977 shares of the Company's $.05 par value common stock issued and outstanding. 2. See Note on page 5. 3. As reported on February 13, 1995, on FMR Corp.'s Schedule 13G. 4. 34,840 of the shares shown are held in joint tenancy with spouse, Robert J. Smith. 4 7
Name and Address of Beneficial Amount & Nature of Percent of Title of Class Owner Beneficial Ownership Class(1) - - - -------------- ------------------------------ -------------------- ---------- $.05 Par Value William R. Blandin 29,900 shares .9% Common Stock 102 W. Kaler Phoenix, AZ 85021 $.05 Par Value Robert Ward 3,750 shares .1% Common Stock 2953 E. Blackhawk Dr. Phoenix, AZ 85024 $.05 Par Value All Officers and Directors as a 2,178,744 shares 64.4% Common Stock Group (7 persons)
NOTE: Alfred R. Ghelfi is the Chief Executive Officer, President, and a Director of Cavco Industries, Inc. As of June 29, 1994, Alfred R. Ghelfi and Janet M. Ghelfi (as community property) owned 1,830,7292 shares of Common Stock of Cavco Industries, Inc. (54.12% of the outstanding stock). On June 29, 1994 they transferred 1,650,000 of these shares to Janal Limited Partnership (JLP) (an Arizona limited partnership). The Alfred and Janet Ghelfi Trust is a General Partner and a Limited Partner in JLP. The 1994 Alsons Trust (Alsons) is a General Partner of JLP. Prior to this transfer, the Alfred and Janet Ghelfi Trust owned 900 limited partnership units and 90 general partnership units, and Alsons owned 10 general partnership units. The General Partners of JLP have elected either Alfred R. Ghelfi or Janet M. Ghelfi (his wife), Trustees of the Alfred and Janet Ghelfi Trust; or Janet M. Ghelfi, Independent Trustee of Alsons, to be the Managing Partner. In a tax free exchange for these shares, JLP issued 19,602,000 additional limited partnership units to Alfred R. Ghelfi and Janet M. Ghelfi as trustees of the Alfred and Janet Ghelfi Trust as a Limited Partner; and 198,000 additional general partnership units to Alfred R. Ghelfi and Janet M. Ghelfi as trustees of the Alfred and Janet Ghelfi Trust as a General Partner; Alsons retained its 10 general partnership units as a General Partner. Alfred R. Ghelfi and Janet M. Ghelfi are the beneficiaries of both trusts. The Alfred and Janet Ghelfi Trust owns 19,602,900 limited partnership units and 198,090 general partnership units, which units, taken together, are equal to 1,649,999 shares of common stock. In addition, Alsons owns 10 general partnership units which are equal to one share of common stock. INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD In the fiscal year ending September 30, 1995 the Board of Directors held four regular meetings and one special meeting. The Company has compensation, audit and nominating committees. The compensation committee consists of Steven Kleemann and Robert Wold, both directors of the Company. The compensation committee held one meeting. The audit committee consists of Robert Wold, Steven Kleemann, both directors of the Company, and Robert Ward, Vice President of the Company. The audit committee did not meet. The nominating committee consists of Al Ghelfi and Ruth Smith, both directors of the Company. The nominating committee did not meet. The Board of Directors acted as nominating committee for this year. COMPENSATION OF DIRECTORS Directors will receive remuneration of $150 for each meeting attended if they are not otherwise compensated by the Company. - - - -------------- (1) Based on 3,382,977 shares of the Company s $.05 par value common stock issued and outstanding. (2) The actual number of shares as of June 29, 1994 was 1,220,486. On December 8, 1994, there was a 3 for 2 stock split. All shares mentioned in this note are changed to reflect this 3 for 2 stock split. 5 8 EXECUTIVE COMPENSATION SUMMARY OF EXECUTIVE COMPENSATION The following table sets forth information with respect to the cash compensation paid by the Company and its subsidiaries, as well as other compensation, during the Company's last three fiscal years, to the Chief Executive Officer and each of the four most highly compensated executive officers of the Company in all capacities in which they serve. SUMMARY COMPENSATION TABLE
Annual Compensation ------------------- Fiscal Year All Other Name and Principal Position Ended Salary $ Bonus $ Compensation $(1) - - - --------------------------- ----------- -------- ------- ----------------- Alfred R. Ghelfi 1995 146,276 281,407 49,412 Founder, Chairman, Chief 1994 146,276 514,823 51,723 Executive Officer, Director 1993 143,416 314,554 32,985 William R. Blandin 1995 79,420 495,324 13,573 Executive Vice President, 1994 70,928 635,009 12,220 Director 1993 68,848 497,780 9,743 Robert Ward 1995 53,341 225,584 11,430 Vice President, Treasurer, 1994 53,341 222,726 8,976 Chief Financial Officer 1993 51,792 146,378 5,684 Brent Ghelfi Vice President 1995 52,500 149,064 ---- General Counsel Wendell Hargis 1995 70,928 247,434 9,283 Vice President of 1994 70,928 301,538 6,776 Manufacturing Operations 1993 58,500 153,727 2,558
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION This report of the Compensation Committee and the following Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Information Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. - - - -------------- 1. Includes Profit Sharing contributions, medical insurance payments, travel allowances, personal use of Company vehicles and charges for the portion of life insurance premium paid by the Company. 6 9 EXECUTIVE COMPENSATION PROGRAMS The Compensation Committee has furnished the following report on executive compensation. The Compensation Committee is responsible for reviewing and overseeing the compensation programs for Company officers. The committee is composed of Stephen H. Kleemann and Robert P. Wold. The compensation program, designed to attract and retain top executives, is based upon conservative salaries couples with liberal profit sharing bonuses. It was developed to be both internally equitable and externally competitive. This philosophy extends throughout the organization and includes hourly paid employees. This ensures lower Company break even points during marginal periods in this cyclical industry, and rewards superior performance for profitable operations. The relatively high profit sharing bonus program was designed to compensate for the lack of most other benefit programs, such as stock options, stock appreciation rights, long term employment contracts and severance agreements. In making executive compensation decisions, the compensation committee takes the views of Alfred R. Ghelfi into account and considers information provided by him. Individual salaries and profit sharing programs are based upon job level, performance, degree of personal risk involved, and to a lesser extent, the remuneration programs of similar companies in the industry. The program is subjective in that the percentage of profit may vary from year to year depending upon the individual's performance relative to their past performance and to others in the Company, as well as the share of overall profit generated by the individual's area of responsibility. In the future, the Company may grant stock options and/or other benefits to its key executives. CHIEF EXECUTIVE OFFICER COMPENSATION The Chief Executive Officer's compensation is based upon the same general philosophy as for other executive officers. Therefore, although there is necessarily some subjectivity in setting the compensation package, major elements are tied to Company performance. Considering the Company's superior performance, relative to that of the industry, as well as its peer group, the chief executive officer's compensation program is considered conservative. The chief executive officer's incentive bonus is based on the Company's profitability and represents approximately 65 % of his compensation. EXECUTIVE COMPENSATION COMMITTEE The Executive Compensation Committee of the Board, composed of directors Robert Wold and Stephen H. Kleemann, set 1995 salary and incentive bonus programs for all key executives including officers named in the summary compensation table. The Compensation Committee solicited input from the Company's President concerning the compensation package for other executive officers. /s/ Robert Wold /s/ Stephen H. Kleemann - - - ------------------------ ------------------------ Robert Wold Stephen H. Kleemann 7 10 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Robert Wold is President of Manufactured Housing Counselors, Inc., a management consulting firm specializing in manufactured buildings, which is retained by the Company as an operations consultant. Stephen H. Kleemann is principal in a financial consulting company known as Kleemann Capital Management, Inc., which is retained by the Company as a financial consultant. STOCK PERFORMANCE GRAPH The Stock Price Performance Graph set forth below compares the cumulative stockholder return on the Common Stock of the Company(1) from October 1, 1990 to September 30, 1995, with the cumulative total return of the NASDAQ Market Index(2) and the Peer Group Index(3).
10/1/90 9/30/91 9/30/92 9/30/93 9/30/94 9/30/95 ------- ------- ------- ------- ------- ------- Cavco Industries, Inc. 100.00 224.00 543.99 863.99 1087.99 959.51 Peer Group Index 100.00 166.47 178.62 258.74 312.74 276.66 NASDAQ Market Index 100.00 134.19 131.96 171.62 181.61 220.50
- - - -------------- (1) Assumes $100 invested on October 1, 1990, in the Company, the NASDAQ Market Index and the Peer Group, and that all dividends were reinvested through fiscal year ending September 30, 1995, although cash dividends have not been declared on the Company's common stock. (2) Prepared by Media General Financial Services. (3) This Peer Group Index consists of the following publicly traded companies selected by the Company which either compete with Cavco or are of comparable size, and for which information is available. The figures were compiled by Media General Financial Services. This Peer Group is made up of the following securities: Cavalier Homes, Inc., Champion Enterprises, Inc., Fleetwood Enterprises, Kit Manufacturing Co., Liberty Homes Class A, Liberty Homes Class B, Nobility Homes, Inc., Schult Homes Corp. and Skyline Corp. (same peer group as last year) 8 11 APPROVAL OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Stockholders will be asked at the Annual Meeting to approve the selection by the Board of Directors of Arthur Andersen LLP as the Company's independent certified public accountants for the one-year period ending September 30, 1996. Although submission of this proposal to stockholders is not legally required, the Board of Directors believes such action follows sound corporate practice and is in the best interest of the stockholders. The Company's financial statements for the years ended September 30, 1995, 1994 and 1993 have been examined by Arthur Andersen LLP, certified public accountants. A representative of Arthur Andersen LLP is expected to be available at the Annual Meeting to respond to appropriate questions from the stockholders. Such representative will have the opportunity to make a statement should he desire to do so. ANNUAL REPORT ON FORM 10-K The Company will provide, without charge, to each person receiving this statement, on the written request of any such person, a copy of the Company's Annual Report on Form 10-K (including the financial statements and the schedules thereto) as filed with the Securities and Exchange Commission for its most recent fiscal year. Such written requests should be directed to Ruth Smith, Secretary, at the address of the Company appearing on the second page of this information statement. INCORPORATION BY REFERENCE Supplementary information, consisting of Summary of Financial Data, page 2, and management's Discussion and Analysis of Results of Operations and Financial Condition, pages 5 and 6 of the Annual Report accompanying this Information Statement are incorporated by reference. OTHER MATTERS Management does not know of any other matters to be brought before the meeting for a vote. By order of the Board of Directors, /s/ Ruth Smith --------------------- RUTH SMITH, Secretary January 26, 1996 9 -----END PRIVACY-ENHANCED MESSAGE-----