Bisco Industries Inc – ‘PREC14A’ on 2/4/98 re: Eaco Corp

As of:  Wednesday, 2/4/98   ·   Accession #:  911420-98-6   ·   File #:  0-14311

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Solicitation Material --            11±    42K 
                          Contested Solicitation                                 

Document Table of Contents

SCHEDULE 14A                
(Rule 14a-101)                

INFORMATION REQUIRED IN PROXY STATEMENT               

SCHEDULE 14A INFORMATION                

Proxy Statement Pursuant to Section 14(a) of the Securities               
Exchange Act of 1934 (Amendment No.         )               

Filed by the registrant [  ]                                                    
Filed by a party other than the registrant [x]                                  

[X] Preliminary proxy statement                                                 
[ ] Definitive proxy statement                                                  
[ ] Definitive additional materials                                             
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12               
[ ] Confidential, For Use of the Com-mission only (as permitted by              
Rule 14a-6(e)(2))                                                       

FAMILY STEAK HOUSES OF FLORIDA, INC.                
(Name of Registrant as Specified in Its Charter)                

BISCO INDUSTRIES, INC.                
(Name of Person(s) Filing Proxy Statement)                

Payment of filing fee (Check the appropriate box):                              
[x]     No fee required.                                                    
[ ]     Fee computed on the table below per Exchange Act Rules              
14a-6(i)(4) and 0-11.                                       
(1)  Title of each class of securities to which transaction                     
applies:                                                              

(2)  Aggregate number of securities to which transaction applies:               

(3)  Per unit price or other underlying value of transaction                    
computed pursuant to Exchange Act Rule 0-11:                          

(4)  Proposed maximum aggregate value of transaction:                           

(5)  Total fee paid:                                                            

[ ]  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:                                                                

PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED FEBRUARY 3, 1998               
PROXY STATEMENT               
IN OPPOSITION TO THE BOARD OF DIRECTORS               
OF                
BISCO INDUSTRIES, INC.                
_________________________               

Special Meeting of Shareholders               
Scheduled to be held on February 24, 1998               

This Proxy Statement (the "Proxy Statement") and the accompanying               
form of proxy are furnished by Bisco Industries, Inc., an Illinois              
corporation ("Bisco"), in connection with the solicitation by Bisco             
from the holders of shares of common stock, par value $.01 per                  
share (the "Common Stock"), of Family Steak Houses of Florida,                  
Inc., a Florida corporation (the "Company"), of proxies to be used              
at the Special Meeting of Shareholders of the Company scheduled to              
be held at the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach,             
Florida 32233, on Tuesday, February 24, 1998 at 11:00 a.m., and at              
any and all adjournments, postponements, reschedulings or                       
continuations, or any other meeting of shareholders held in lieu                
thereof (the "Special Meeting").                                                

The Company's Board of Directors has called the Special               
Meeting for the limited purpose of amending the Company's Articles              
of Incorporation to effect a one-for-five reverse stock split of                
the Company's common stock.                                                     

THIS SOLICITATION IS BEING MADE BY BISCO INDUSTRIES, INC., AND        
NOT ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.                              

According to the Company's Proxy Statement dated December 24,         
1997 (the "Company Proxy Statement"), the Board of Directors of the             
Company has fixed the close of business on December 26, 1997 as the             
record date for determining shareholders entitled to vote at this               
special meeting.  Only shareholders of record at the close of                   
business on that date are entitled to vote at the Special Meeting.              

This Proxy Statement and the accompanying GOLD form of proxy          
are first being furnished to shareholders of the Company on or                  
about February     , 1998.                                                      

If your shares of Common Stock are held in the name of a              
brokerage firm, bank, nominee or other institution, only that                   
entity can execute a proxy.  Accordingly, please contact the person             
responsible for your account and give instructions for a proxy to               
be signed representing your shares.  Bisco urges you to confirm in              
writing your instructions to the person responsible for your                    
account and to provide a copy of those instructions to Bisco, so                
that Bisco will be aware of all instructions given and can attempt              
to ensure that such instructions are followed.                                  

QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ACCOMPANYING GOLD              
PROXY CARD SHOULD BE DIRECTED TO GLEN F. CEILY, PRESIDENT, BISCO                
INDUSTRIES, INC., AT 704 W. SOUTHERN AVENUE, ORANGE, CALIFORNIA                 
92665, TELEPHONE NUMBER (714) 283-7140.                                         

February    , 1998                                                              

THE PROPOSED REVERSE SPLIT                

THE COMPANY'S PROPOSAL                                                          

At the Special Meeting, the Board of Directors of the Company         
is proposing to amend the Company's Articles of Incorporation to                
effect a one-for-five reverse stock split of the Company's issued               
and outstanding Common Stock (the "Reverse Split").  Subject to                 
shareholder approval, the Board of Directors has approved an                    
amendment to the Company's Articles of Incorporation which would                
restate Article IV of the Articles of Incorporation and result in               
one post-split share of Common Stock ("Post-Split Shares of Common              
Stock") being issued in exchange for every five shares of Common                
Stock issued and outstanding on the effective date of the Reverse               
Split ("Pre-Split Shares of Common Stock").  According to the                   
Company Proxy Statement, fractional shares will be settled by                   
rounding up to the next whole share.                                            

The following is the full text of the Amendment to Company's          
Articles of Incorporation proposed by the Company's Board of                    
Directors, which is set forth in Appendix A to the Company Proxy                
Statement:                                                                      

A.   Common Stock.  Four Million (4,000,000) shares of      
Common Stock having a par value of one cent ($.01) per share.         
The whole or any part of the Common Stock of this  corporation        
shall be payable in lawful money of the United States of              
America, or in property, labor or  services at a just                 
valuation to be fixed by the Board of Directors.                      

According to the Company Proxy Statement, the Reverse Split           
would have the following effects:                                               

(a)  based upon the 11,081,000 shares of Common Stock                 
outstanding as of December 26, 1997, the outstanding        
shares of Common Stock would decrease by approximately      
80%, and approximately 2,216,200 Post-Split Shares of       
Common Stock would be outstanding.  The Reverse Split       
will not affect the par value of the authorized Common      
Stock.  The number of authorized shares of Common Stock     
will be reduced by 80% to 4,000,000 shares  The terms of    
the Post-Split Shares of Common Stock will be the same as   
the terms of the Pre-Split Shares of Common Stock, and      
subject to the provisions for the settlement of             
fractional shares, consummation of the Reverse Split will   
not result in a change in the relative equity interest in   
the Company or the voting power or the rights,              
preferences or privileges of the holders of Common Stock.   

(b)  the aggregate number of shares of Common Stock reserved          
for issuance upon exercise of outstanding warrants and      
options would decrease from approximately 1,425,947         
shares to approximately 285,189.  Each outstanding option   
or warrant will automatically become an option or           
warrant, as the case may be, to purchase 20% of the         
number of shares subject to the option or warrant           
immediately prior to the Reverse Split at an exercise       
price which is five times the exercise price of the         
option or warrant immediately prior to the Reverse Split.   

In addition, the shares available for issuance under the    
Company's Incentive Stock Option Plan and Director Stock    
Option Plan will be reduced by approximately 80% to         
reflect the  Reverse Split, and the other relevant terms    
and provisions of the Company's stock option plans will     
be appropriately adjusted to reflect the Reverse Split.     

(c)  the Reverse Split will not affect the number or par value        
of the authorized shares of the Company's preferred         
stock, which will remain at 10,000,000 shares of            
Preferred stock, $0.01 par value per share.                 

(d)  Under the Rights Agreement dated as of March 18, 1997            
(the "Rights Agreement") between the Company and            
ChaseMellon Shareholder Services, LLC, as rights agent      
(the "Rights Agent"), each share of Common Stock also       
evidences a Right (as defined in the Rights Agreement)      
until the occurrence of certain events as specified in      
the Rights Agreement.  If the shareholders approve the      
Amendment and the Reverse Split occurs, the Rights          
Agreement provides that the Rights associated with each     
share of Common Stock will be proportionally adjusted so    
that each share of Common Stock will then evidence five     
Rights under the Rights Agreement.                          

The Reverse Split will become effective on the date of filing         
Articles of Amendment to the Articles of Incorporation of the                   
Company (the "Amendment") with the Secretary of State of Florida,               
Division of Corporations.  The Company Proxy Statement states that              
"[I]f the Amendment is approved and management determines to                    
proceed with the Reverse Split, management will use its discretion              
to determine when to file the Amendment."  The Company Proxy                    
Statement also states that "[m]anagement expects to file the                    
Amendment immediately following the Special Meeting, provided the               
Amendment is approved by the shareholders."  The proposed Amendment             
does not create dissenters' rights under the Florida Business                   
Corporation Act.                                                                

BISCO'S REASONS FOR VOTING AGAINST THE REVERSE SPLIT                            

Bisco is soliciting proxies against the proposed Amendment            
because it believes that the proposed 1-for-5 Reverse Split is not              
in the best interests of the Company and its shareholders.                      

According to the Company Proxy Statement, management is               
proposing the Reverse Split to prevent the Common Stock from being              
delisted from the Nasdaq National Market.  Under new requirements               
that become effective on February 23, 1998, the Common Stock must               
maintain a minimum $1 bid price to be eligible for continued                    
quotation on the Nasdaq National Market.  According to the Company              
Proxy Statement, on December 22, 1997, the closing bid price of the             
Pre-Split Shares of Common Stock was $0.625.  The Reverse Split                 
would decrease the number of shares of Common Stock outstanding and             
presumably increase the per share market price for the Post-Split               
Shares of Common Stock.                                                         

According to the Company Proxy Statement, in that event the           
Common Stock is delisted from the Nasdaq National Market, "the                  
liquidity of the Common Stock could be impaired, through delays in              
the timing of transactions, reduction in the news media's coverage              
of the Company, lack of investment analyst interest in covering the             
Company, applicability of certain sales practice requirements on                
brokers-dealers, and the price of Common Stock may be lower than                
might otherwise be obtained."  According to the Company Proxy                   
Statement, the Board also is seeking to effect the Reverse Split to             
"stimulate interest in the Common Stock, promote greater liquidity              
for the Company's shareholders and result in a price level for the              
Post-Split Shares of Common Stock that will better assure that the              
Company will maintain its NASDAQ/NMS listing," as well as to                    
"mitigate the present reluctance, policies and practices of                     
brokerage firms [from dealing in lower-priced securities] and                   
diminish the adverse impact of trading commissions, on the                      
potential market for the Common Stock."                                         

In the Company Proxy Statement, management notes that "there          
is no assurance that the Reverse Split will achieve the desired                 
results, that the price per Post-Split Share of Common Stock will               
increase proportionately with the decrease in the number of shares,             
or that any price increase can be sustained for a prolonged period              
of time."  Managment also notes in the Company Proxy Statement that             
a possible risk of the Reverse Split, is that "the liquidity of the             
Post-Split Shares of Common Stock may be adversely affected by the              
reduced number of shares outstanding if the proposed Reverse Split              
is effected."                                                                   

Bisco believes that the liquidity of market for the Common            
Stock will be adversely affected by the Reverse Split.  The Common              
Stock trades at relatively low volumes.  If, as estimated in the                
Company Proxy Statement, there would be approximately 2.2 million               
Post-Split Shares of Common Stock outstanding after the Reverse                 
Split, approximately 1.7 million of which would be held by persons              
who are not officers, directors or 5% or greater shareholders.  See             
"Security Ownership of Certain Beneficial Owners."  Bisco believes              
that the reduced number of Post-Split Shares of Common Stock held               
by these persons is likely to result in a low trading volume for                
the Common Stock, which may in turn adversely affect the trading                
prices for the Common Stock.                                                    

Bisco believes that it would be in the best in interests of           
the Company and its shareholders to effect a reverse stock split                
with a lower exchange ratio and has urged management to adopt a 1-              
for-2 or 1-for-2.5 reverse stock split in lieu of the 1-for-5                   
Reverse Split.  Bisco informed management on several occasions that             
it would support a reverse stock split, but not at a 1-for-5 ratio.             

RECOMMENDATION OF BISCO                                                         

Although Bisco believes that it is in the best interest of the        
Company and its shareholders for the Common Stock to continue to be             
listed for trading on the NASDAQ National Market, Bisco believes                
that the Company can maintain such listing by effecting a reverse               
stock split at a lower ratio.  Accordingly, Bisco recommends that               
the Company's shareholders vote AGAINST the Reverse Split and the               
related Amendment.  Proxies solicited by Bisco will be voted                    
AGAINST approval of the Reverse Split and the related Amendment                 
unless shareholders specify to the contrary in their proxies or                 
specifically abstain from voting on this matter.                                

BISCO DOES NOT SUPPORT MANAGEMENT'S PROPOSED ONE-FOR-FIVE REVERSE               
SPLIT AND URGES YOU TO EXECUTE A GOLD CONSENT FORM AND VOTE AGAINST             
THE REVERSE SPLIT AND THE RELATED AMENDMENT.                                    

THE SPECIAL MEETING               

RECORD DATE AND VOTING RIGHTS                                                   

According to the Company's Proxy Statement dated December 24,         
1997 (the "Company Proxy Statement"), the Board of Directors of the             
Company has fixed the close of business on December 26, 1997 as the             
record date for determining shareholders entitled to vote at this               
special meeting.  Only shareholders of record at the close of                   
business on that date are entitled to vote at the Special Meeting.              

According to the Company Proxy Statement, as of December 26,          
1997 there were 11,081,000 shares of Common Stock outstanding.                  
Each share of Common Stock entitles its record holder to one vote               
on each matter submitted to a vote at the Special Meeting.  The                 
Common Stock does not have cumulative voting rights.                            

QUORUM AND VOTING AT THE SPECIAL MEETING                                        

The attendance, in person or by proxy, of the holders of a            
majority of the outstanding shares of Common Stock is necessary to              
constitute a quorum at the Special Meeting.  If a quorum exists at              
the Special Meeting, the Amendment will be approved if a majority               
of the outstanding shares of Common Stock vote in favor of the                  
Amendment.  Under Florida law, abstentions and shares referred to               
as "broker or nominee non-votes" (i.e., shares held by brokers or               
nominees as to which instructions have not been received from the               
beneficial owners or persons entitled to vote and the broker or                 
nominee does not have discretionary authority to vote on a                      
particular matter) are treated as shares of Common Stock that are               
present and entitled to vote for purposes of determining the                    
presence of a quorum.  For purposes of determining the outcome of               
any matter as to which the proxies reflect abstentions or broker or             
nominee non-votes, shares of the Common Stock represented by such               
proxies are treated as not present and not entitled to vote on that             
subject matter and therefore will not be considered when counting               
votes cast on the matter (even though those shares are considered               
entitled to vote for quorum purposes and may be entitled to vote on             
other matters.)  If less than a majority of the outstanding shares              
are represented at the Special Meeting, a majority of the shares so             
represented may adjourn the Special Meeting from time to time                   
without further notice.                                                         

REVOCATION OF PROXIES                                                           

The giving of a proxy does not preclude the right to vote in          
person at the Special Meeting should any shareholder giving the                 
proxy so desire.  Shareholders may revoke their proxy at any time               
prior to the exercise thereof, either in person at the Special                  
Meeting or by filing with the Secretary of the Company at the                   
Company's principal executive office a written revocation or duly               
executed proxy bearing a later date; however, no such revocation                
will be effective until written notice of the revocation is                     
received by the Company at or prior to the Special Meeting.  The                
delivery by a shareholder of a GOLD proxy in the form accompanying              
this Proxy Statement will constitute a revocation of any earlier                
proxy given to the Company.                                                     

The GOLD proxy accompanying this Proxy Statement may be               
delivered either to Bisco, at 704 W. Southern Avenue, Orange,                   
California  92665, telephone number (714) 283-7140, or to the                   
Company at its principal executive offices, 2113 Florida Boulevard,             
Suite A, Neptune Beach, Florida 32266, telephone number (904) 249-              
4197.  Although a revocation or subsequently dated GOLD proxy                   
delivered only to the Company will be effective, Bisco requests                 
that if a revocation or GOLD proxy is delivered to the Company, a               
photostatic copy of the revocation or GOLD proxy also be delivered              
to Bisco, so that Bisco can more accurately determine whether the               
Amendment has received the approval of a majority of the shares of              
Common Stock outstanding on the Record Date.                                    

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS               

The table below presents certain information regarding                
beneficial ownership of the Common Stock (the Company's only voting             
security) as of December 18, 1997, by each shareholder known to                 
Bisco to own, or have the right to acquire within sixty (60) days,              
more than five percent (5%) of the outstanding Common Stock.                    
Except for the information concerning Bisco, such information has               
been derived from the Company Proxy Statement.                                  

                                                                [Download Table]



                                                                 

Name and Address of           Number of           Percentage of  
Beneficial Owner              Shares Owned        Common Stock(1)

Glen F. Ceiley (2)             1,504,121                  13.6%  
c/o Bisco Industries, Inc.                                       
704 W. Southern Avenue                                           
Orange, California  92665                                        

Heartland Advisors, Inc. (3)     900,000                   8.1%  
709 North Milwaukee Street                                       
Milwaukee, WI  53202                                             

Cerberus Partners, L.P.          700,000                   6.0%  
950 Third Ave., 20th Floor                                       
New York, New York 10022                                         

All officers and directors       559,391                   4.9%  
as a group (6 persons) (4)                                       


_______________                                                                 

(1)    Assumes that 11,081,000 shares of Common Stock are                       
outstanding.                                                      

(2)    As of December 31, 1997.  As of the close of business on                 
December 31, 1997, Mr. Ceiley beneficially owned an               
aggregate of 1,504,121 shares of Common Stock, of which           
108,470 shares were owned by Mr. Ceiley individually,             
875,661 shares were owned by Bisco, of which Mr. Ceiley is        
the sole stockholder and President, and 519,990 shares were       
held by Mr. Ceiley as sole Trustee of the Bisco Industries,       
Inc. Profit Sharing and Savings Plan.  Does not include           
15,000 shares of Common Stock owned by Stephen Catanzaro, an      
executive officer of Bisco.                                       

(3)    Heartland Advisors, Inc., a registered investment adviser,               
has reported in a Schedule 13G dated February 12, 1997 and        
filed with the Commission that it has sole voting and             
dispositive power with respect to all such Shares.                

(4)    According to the Company Proxy Statement, the officers and               
directors collectively own only 196,641 of the shares of          
Common Stock reported as being beneficially owned by them         
(representing approximately 1.8% of the outstanding Common        
Stock).  The balance of the shares of Common Stock reported       
as being beneficially owned by the directors and executive        
officers are shares subject to options exercisable within 60      
days after December 18, 1997.                                     

OTHER MATTERS               

SOLICITATIONS OF PROXIES                                                        

Bisco will solicit proxies by mail, telephone or telecopier       
and in person.  Solicitations may be made by the directors,                     
officers and other employees of Bisco, none of whom will receive                
additional compensation for such solicitations.  Bisco will request             
banks, brokerage houses and other custodians, nominees and                      
fiduciaries to forward all of its solicitation materials to the                 
beneficial owners of the shares of Common Stock they hold of                    
record.  Bisco will reimburse these record holders for customary                
clerical and mailing expenses incurred by them in forwarding these              
materials to their customers.                                                   

Bisco will bear the entire expense of soliciting proxies          
pursuant to this Proxy Statement.  Costs incidental to the                      
solicitation of proxies will include printing, postage, legal and               
related expenses and are expected to be approximately $10,000.                  

OTHER BUSINESS                                                                  

Pursuant to Section 607.0702, Florida Statutes, no business       
other than that described in the Company Proxy Statement may be                 
brought before the Special Meeting.  If any other business should               
come before the Special Meeting, the persons named in the enclosed              
GOLD proxy will have discretionary authority to vote such proxy in              
accordance with their best judgment.                                            

IMPORTANT               

If your shares of Common Stock are held in the name of a          
brokerage firm, bank, nominee or other institution, only it can                 
sign a proxy with respect to your shares.  Accordingly, please                  
contact the person responsible for your account and give                        
instructions for a GOLD proxy card to be signed representing your               
shares.                                                                         

February        , 1998                                                          

PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED FEBRUARY 3, 1998               

[FORM OF PROXY CARD]                

PROXY               
SPECIAL MEETING OF SHAREHOLDERS OF FAMILY STEAK HOUSES OF               
FLORIDA, INC.               

THIS PROXY IS SOLICITED BY BISCO INDUSTRIES, INC.               

The undersigned shareholder of Family Steak Houses of             
Florida, Inc., a Florida corporation (the "Company"), hereby                    
appoints Glen F. Ceiley and Stephen Catanzaro, and each of them,                
acting alone, as proxies for the undersigned, each with full power              
of substitution, and hereby authorizes them to represent and to                 
vote, as designated below, all of the shares of common stock of the             
Company held of record by the undersigned at the close of business              
on December 26, 1997 at the Special Meeting of Shareholders of the              
Company scheduled to be held at the Sea Turtle Inn, One Ocean                   
Boulevard, Atlantic Beach, Florida 32233, on Tuesday, February 24,              
1998 at 11:00 a.m., and at any and all adjournments, postponements,             
reschedulings or continuations, or any other meeting of                         
shareholders held in lieu thereof (the "Special Meeting").                      

1.     PROPOSAL TO APPROVE THE REVERSE SPLIT AND AMEND THE ARTICLES             
OF INCORPORATION.  Resolution that the Articles of                
Incorporation of the Company be amended to effect a one-for-      
five reverse split of the Company's issued and outstanding        
Common Stock.                                                     

/__/   FOR/__/   AGAINST/__/   ABSTAIN                      

BISCO INDUSTRIES, INC. RECOMMENDS THAT YOU VOTE AGAINST THE ABOVE               
PROPOSAL.  PLEASE MARK THE "AGAINST" BOX, DATE, SIGN AND MAIL THIS              
PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE.                                    

(IMPORTANT INSTRUCTIONS -- PLEASE READ CAREFULLY)               

INSTRUCTIONS: To vote for, against or abstain from voting,        
check the appropriate box above.  IF THIS CARD IS RETURNED EXECUTED             
AND DATED BUT NOT MARKED WITH RESPECT TO THE ABOVE PROPOSAL, THE                
UNDERSIGNED WILL BE DEEMED TO HAVE GRANTED THE PROXIES NAMED HEREIN             
THE AUTHORITY TO VOTE AGAINST THE ABOVE PROPOSAL.                               

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF BISCO              
INDUSTRIES, INC.'S PROXY STATEMENT DATED FEBRUARY    , 1998, IN                 
CONNECTION WITH THE SPECIAL MEETING. UNLESS YOU SPECIFY OTHERWISE,              
BY SIGNING AND DELIVERING THIS PROXY CARD, YOU WILL BE DEEMED TO                
HAVE VOTED AGAINST THE PROPOSAL.                                                

UNLESS OTHERWISE INDICATED ABOVE, THIS PROXY CARD REVOKES         
ALL PRIOR PROXIES GIVEN WITH RESPECT TO THE PROPOSAL SET FORTH                  
HEREIN                                                                          

Dated: _________________________, 1998                                          

               _________________________
           (Signature)

                __________________________
             (Title or authority, if
 applicable)

                 ___________________________
                 (Signature if held jointly)

                 Please sign exactly as name
                appears on this proxy.  If
                   shares are registered in more
                   than one name, the signatures
             of all such persons are
                     required.  A corporation should
                     sign in its full corporate name
                   by a duly authorized officer,
            stating his/her title.
                    Trustees, guardians, executors
                    and administrators should sign
                 in their official capacity,
                giving their full title as
                     such.  If a partnership, please
                     sign in the partnership name by
                    authorized person.  This proxy
                    shall vote all shares to which
                the signatory is entitled.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREC14A’ Filing		Date		Other Filings
		2/24/98		DEF 14A
		2/23/98
Filed on:		2/4/98
		2/3/98
		12/31/97		10-K,  10-K/A
		12/26/97
		12/24/97		PRER14A
		12/22/97
		12/18/97		PRE 14A
		3/18/97
		2/12/97
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