Gallagher Arthur J & Co – ‘S-3’ on 7/30/99

On:  Friday, 7/30/99   ·   Accession #:  950131-99-4553   ·   File #:  333-84139

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         11     55K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion of John C. Rosengren                           1      7K 
 3: EX-23.1     Consent of Ernst & Young                               1      6K 
 4: EX-24       Powers of Attorney                                     9     29K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

S-3
1st Page of 11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on July 30, 1999 
                                                           Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM S-3  
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
----------------- 
ARTHUR J. GALLAGHER & CO. 
(Exact name of Registrant as specified in its charter)

                Delaware                    36-2151613
           (State or other jurisdiction of    (I.R.S. Employer
             incorporation or organization)    Identification No.)

Two Pierce Place, Itasca, Illinois  60143-3141, (630) 773-3800
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 

John C. Rosengren, Esq. 
Vice President and General Counsel  
Arthur J. Gallagher & Co. 
Two Pierce Place, Itasca, Illinois  60143-3141, (630) 773-3800  
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 

---------------------   
With Copies to: 
Kurt W. Florian, Jr., Esq.
Katten Muchin & Zavis 
525 West Monroe Street
Chicago, Illinois 60661 
(312) 902-5200
----------------------- 
    Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.                
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box: [ ]                                                                        
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [x]                                
 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering: [ ] _____               
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering: [ ] _____                                                
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

                                                        [Enlarge/Download Table]
                              CALCULATION OF REGISTRATION FEE                                                                       
====================================================================================================================================
                                                                 Proposed                                                           
                                                                 Maximum          Proposed Maximum                                  
 Title of Each Class of Securities to be    Amount to be     Offering Price          Aggregate               Amount of              
 Registered                                 Registered         Per Share           Offering Price        Registration Fee           
                                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value               25,000 shares (1)   $52.3125(2)       $1,307,812.50(2)          $363.57(3)              
====================================================================================================================================

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, the number of    
shares of common stock registered hereby is subject to adjustment to  
  prevent dilution resulting from stock splits, stock dividends or similar
transactions.                                                         

(2)  Estimated solely for purposes of calculating the registration fee pursuant 
     to Rule 457(c) under the Securities Act of 1933 on the basis of the average
of the high and low prices of our common stock as reported on the     
    Consolidated Transaction Reporting System for securities listed on the New
York Stock Exchange on July 29, 1999.                                 

(3)  Of this total amount, $327.08 was previously paid by us in connection with 
     our registration statement on Form S-1 (Reg. No. 333-75197), filed with the
Securities and Exchange Commission on March 29, 1999.                 

  The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933 or until the Registration Statement shall become         
effective on such date as the Commission, acting pursuant to Section 8(a), may  
determine.                                                                      
================================================================================

S-3
2nd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 2nd
The information in this prospectus is not complete and may be changed. We may   
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell, and it is not soliciting an offer to buy, these securities in any state
where the offer or sale is not permitted.                                       

SUBJECT TO COMPLETION, DATED JULY 30, 1999
PROSPECTUS                                                                      

25,000 SHARES 

COMMON STOCK

   This prospectus relates to the issuance from time to time of up to 25,000
shares of our common stock upon the exercise of an option granted to The Arthur 
J. Gallagher Foundation.                                                        

     Our common stock is traded on the New York Stock Exchange under the trading
symbol AJG. The last sales price of our stock on July 29, 1999 was $52.25 per   
share.                                                                          

 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               

Prospectus dated July ___, 1999 

S-3
3rd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 3rd
   This prospectus incorporates important business and financial information
that is not included in or delivered with this prospectus. This information is  
available without charge to security holders upon oral or written request to    
Arthur J. Gallagher & Co., Two Pierce Place, Itasca, Illinois 60143-3141,       
attention: Investor Relations (Tel. (630) 773-3800).                            

--------------------- 

We have not authorized any person to provide information or make any  
representation about this offering that is not in this prospectus. Prospective  
investors should rely only on the information contained in this prospectus. This
prospectus is not an offer to sell nor is it seeking an offer to buy these      
securities in any jurisdiction where the offer or sale is prohibited.           
Information in this prospectus is correct only as of its date, regardless of    
when any later offer or sale occurs.                                            

TABLE OF CONTENTS 

                                                                [Download Table]

                                             PAGE
                                             ----
                                                 
The Company.................................  3  
Plan of Distribution........................  3  
Available Information.......................  3  
Where You Can Find More Information.........  4  
Validity of Common Stock....................  5  
Experts.....................................  5  

2 

S-3
4th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 4th
THE COMPANY 

    We provide insurance brokerage, risk management, employee benefit services
and other related services to our clients in the United States and abroad. Our  
principal business is the negotiation and placement of insurance for our        
clients. We also specialize in furnishing risk management services. Risk        
management involves assisting clients in analyzing risks. This analytical       
process involves determining whether proper protection is best obtained through 
the purchase of insurance or through retention of all or a portion of those     
risks and the adoption of corporate risk management policies and cost-effective 
loss control and prevention programs. Risk management services also include     
claims management, loss control consulting, property appraisals and insurance   
related investigative services. We believe that our ability to deliver          
comprehensively structured risk management and brokerage services is one of our 
major strengths.                                                                

We operate through a network of approximately 200 offices located     
throughout the United States and six countries abroad and through a network of  
correspondent brokers and consultants in more than 100 countries around the     
world. Some of these offices are fully staffed with sales, marketing, claims and
other service personnel; others function as servicing offices for our brokerage 
and risk management service operations. Our international operations include a  
Lloyd's broker and affiliated companies in London, England and other facilities 
in Australia, Bermuda, Canada, Scotland and Papua New Guinea.                   

   We were founded in 1927 and were reincorporated as a Delaware corporation
in 1972. Our principal executive offices are located at Two Pierce Place,       
Itasca, Illinois 60143-3141, and our telephone number is (630) 773-3800.        

PLAN OF DISTRIBUTION  

   This prospectus relates to the issuance from time to time of up to 25,000
shares of our common stock under an option granted to The Arthur J. Gallagher   
Foundation on August 31, 1998. All or part of the vested portion of the option  
may be exercised at a purchase price of $37.00 per share at any time prior to   
August 30, 2003, when the option will terminate completely. One-fifth of the    
shares underlying the option became exercisable on January 1, 1999. The         
remainder of the option will be exercisable as to one-fifth of the total        
underlying shares on each of the first four anniversaries of January 1, 1999.   

 The net proceeds received by us upon the exercise of the option will be
added to our capital and will be used for general corporate purposes. The shares
of common stock issuable upon the exercise of the option will be offered solely 
by us, and no underwriters are participating in the offering.                   

AVAILABLE INFORMATION 

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the   
SEC at the SEC's public reference rooms in Washington, D.C., New York, New York 
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further        
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov." Our common stock is  
listed on the NYSE under the symbol "AJG" and the periodic reports, proxy       
statements and other information we file with the SEC may also be inspected at  
the offices of the NYSE at 20 Broad Street, New York, New York 10005.           

3 

S-3
5th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 5th
 WHERE YOU CAN FIND MORE INFORMATION

 The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by     
referring you to those documents. The information incorporated by reference is  
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We       
incorporate by reference the documents and information listed below:            

    (1)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998, filed on March 26, 1999.                              

    (2)  Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed on July 7, 1999.             

     (3)  Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999, filed on May 17, 1999.                            

     (4)  Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999, filed on July 8, 1999.         

(5)  The description of our common stock contained in Form 8-A        
   (registration no. 0-13480), which incorporates by reference our
          registration statement on Form S-1 (registration no. 2-89195), and the
         description of common share purchase rights currently attached to the
       common stock contained in Form 8-A (registration no. 0-13480) filed
  with the SEC on May 12, 1987 and in Current Report on Form 8-K
  (registration no. 0-13480) filed with the SEC on May 18, 1987.

   In addition, this prospectus incorporates by reference any future filings
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the       
Securities Exchange Act of 1934 from the date of the initial filing of the      
registration statement that includes this prospectus until the termination of   
the offering. Information in this prospectus supersedes related information in  
the documents listed above and information in subsequently filed documents      
supersedes related information in both this prospectus and the incorporated     
documents.                                                                      

You may request a copy of these filings, at no cost, by writing or    
telephoning us at the following address:                                        

Arthur J. Gallagher & Co.                                   
Two Pierce Place                                            
Itasca, Illinois 60143-3141                                 
Attention: Investor Relations                               
(630) 773-3800                                              

     This prospectus is part of a registration statement that we have filed with
the SEC. You should rely only on the information or representations provided in 
this prospectus. We have not authorized anyone to provide you with different    
information. You should not assume that the information in this prospectus is   
accurate as of any date other than the date on the front of the document.       

4 

S-3
6th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 6th
VALIDITY OF COMMON STOCK  

   For the purpose of this offering, our General Counsel, John C. Rosengren,
Esq., is providing an opinion on the validity of the shares. Mr. Rosengren holds
options for 17,900 shares.                                                      

EXPERTS 

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our amended Annual Report on Form 
10-K/A for the year ended December 31, 1998, as set forth in their report, which
is incorporated by reference in this prospectus. Our consolidated financial     
statements are incorporated by reference in reliance on Ernst & Young LLP's     
report, given on their authority as experts in accounting and auditing.         

5 

S-3
7th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 7th
PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS  

Item 14.  Other Expenses of Issuance and Distribution                           

Set forth below is an estimate of the approximate amount of fees and  
expenses (other than underwriting commissions and discounts) payable by us in   
connection with the issuance and distribution of our common stock pursuant to   
the prospectus contained in this registration statement. We will pay all of     
these expenses. All amounts are estimates except the SEC registration fee and   
the New York Stock Exchange listing fee.                                        

                                                                [Download Table]

                                                          Approximate
                                                            Amount   
                                                          -----------

                                                                     
Securities and Exchange Commission registration fee......  $  363.57 
New York Stock Exchange listing fee......................   1,500.00 
Accountants' fees and expenses...........................   1,000.00 
Legal fees and expenses..................................   5,000.00 
Miscellaneous expenses...................................      36.43 
                                                           --------- 
 Total...................................................  $7,900.00 
                                                           ========= 

Item 15.  Indemnification of Directors and Officers                             

Article Seventh of our By-laws (filed as Exhibit 3.2) and Article     
Thirteenth of our Restated Certificate of Incorporation (filed as Exhibit 3.1)  
provide in effect for our indemnification of each of our directors, officers,   
employees or agents to the full extent permitted by the Delaware General        
Corporation Law.                                                                

    Article Seventh of our By-laws provides that we shall indemnify any person
in connection with any action, suit, or proceeding brought or threatened by     
reason of the fact that he or she is or was one of our directors, officers,     
employees or agents, or is or was serving at our request as a director, officer,
employee or agent of another enterprise, against all costs actually and         
reasonably incurred by him or her in connection with such action, suit or       
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her    
conduct was unlawful. Similar indemnity is permitted to be provided to such     
persons in connection with an action or suit by us or in our right, and provided
further that such person shall not have been adjudged liable for negligence or  
misconduct in the performance of his or her duty to us, unless, in view of all  
the circumstances of the case, the court in which the action or suit was brought
determines that such person despite the adjudication of liability is fairly and 
reasonably entitled to indemnity for such expenses.                             

    Article Thirteenth of our Restated Certificate of Incorporation eliminates
the liability of our directors for monetary damages for breach of fiduciary duty
as a director except where a director breaches his or her duty of loyalty to us 
and our stockholders, fails to act in good faith or engages in intentional      
misconduct or a knowing violation of law, authorizes the payment of a dividend  
or stock repurchase which is illegal under Section 174 of the Delaware General  
Corporation Laws or obtains an improper personal benefit.                       

   We also maintain and pay premiums on a directors' and officers' liability
insurance policy and have entered into an indemnity agreement with each of our  
directors and officers. The provisions of the indemnity agreement alter or      
clarify the statutory indemnity in the following respect: (1) indemnity will be 
explicitly provided for settlements in derivative actions; (2) prompt payment of
litigation expenses will be provided in advance of indemnification; (3) prompt  
indemnification of                                                              

II-1  

S-3
8th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 8th
advances of expenses will be provided unless a determination is made that the   
director or officer has not met the required standard; (4) the director or      
officer will be permitted to petition a court to determine whether his actions  
meet the standards required; and (5) partial indemnification will be permitted  
in the event that the director or officer is not entitled to full               
indemnification. In addition, the indemnity agreement specifically includes     
indemnification with respect to actions, suits or proceedings brought under     
and/or predicated upon the Securities Act of 1933 and/or the Securities Exchange
Act of 1934.                                                                    

The preceding summary is qualified in its entirety by our Restated    
Certificate of Incorporation, By-laws and the indemnity agreement.              

Item 16.  Exhibits                                                              

The following exhibits are filed herewith or incorporated herein by   
reference.                                                                      

                                                        [Enlarge/Download Table]

Exhibit No.          Description of Exhibit                              Location                    
-----------  --------------------------------------  ------------------------------------------------
                                                                                                     
  3.1        Our Restated Certificate of             Incorporated by reference to the same exhibit   
             Incorporation.                          number to our Form 10-Q quarterly report for the
                                                     quarterly period ended June 30, 1996, file no.  
                                                     1-9761.                                         

  3.2        Our By-laws.                            Incorporated by reference to the same exhibit   
                                                     number to our Form S-1 registration statement   
                                                     no. 33-10447.                                   

  3.3        Rights Agreement between us and Bank    Incorporated by reference to exhibits 1 and 2 to
             of America Illinois (formerly           our Form 8-A registration statement filed May   
             Continental Illinois National Bank and  12, 1987, file no. 0-13480.                     
             Trust Company of Chicago).                                                              

  3.4        Assignment and Assumption Agreement of  Incorporated by reference to the same exhibit   
             Rights Agreement by and among           number to our Form S-8 registration statement   
             Bank of America Illinois (formerly      no. 33-38031.                                   
             Continental Illinois National Bank and                                                  
             Trust Company of Chicago), Harris                                                       
             Trust and Savings Bank and us.                                                          

  3.5        Amendment no. 1 to exhibit 3.3.         Incorporated by reference to the same exhibit   
                                                     number to our Form 10-Q quarterly report for the
                                                     quarterly period ended June 30, 1996, file no.  
                                                     1-9761.                                         

  4.1        Instruments defining the rights of      Relevant portions contained in our Restated     
             security holders.                       Certificate of Incorporation and By-laws and the
                                                     Rights Agreement in exhibits 3.1, 3.2 and 3.3,  
                                                     respectively, hereby incorporated by reference. 

  4.4        Credit Agreement dated February 16,     Incorporated by reference to the same exhibit   
             1993.                                   number to our Form 10-K annual report for 1992, 
                                                     file no. 1-9761.                                

  5.0        Opinion of John C. Rosengren, our Vice                                                  
             President and General Counsel,                                                          
             including consent.                                                                      

 23.1        Consent of Ernst & Young LLP, as                                                        
             independent auditors.                                                                   

 23.2        Consent of John C. Rosengren, our Vice  Included in exhibit 5.0.                        
             President and General Counsel                                                           

 24.0        Powers of Attorney.                                                                     

*27.0        Financial Data Schedule.                                                                

__________________                                                              
* Incorporated herein by reference to our amended Form 10-K/A annual report for 
1998, file no. 1-9761.                                                      

II-2  

S-3
9th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 9th
Item 17. 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 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.                    

    (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, as amended, each such post-effective amendment that
contains a form of prospectus 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 hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report  
pursuant to Section 13(a) or 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 may be permitted to directors, officers and controlling persons of the      
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against   
public policy as expressed in the Securities 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 Company 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 Company 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 Securities Act and will be governed by the final     
adjudication of such issue.                                                     

II-3  

S-3
10th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 10th
SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, Arthur J. 
Gallagher & Co. certifies that it has reasonable grounds to believe that it     
meets all of the requirements for filing on Form S-3 and has duly caused this   
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Itasca, State of Illinois, on the 30th day of   
July, 1999.                                                                     

     ARTHUR J. GALLAGHER & CO.

             By: /s/ J. Patrick Gallagher, Jr.
                             -------------------------------------------
                     J. Patrick Gallagher, Jr.
                                 President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed below on July 30, 1999 by the following  
persons in the capacities indicated.                                            

Signature                              Title                
------------------------------   ---------------------------------------        

/s/ Robert E. Gallagher*      Chairman and Director                       
------------------------------                                                  
(Robert E. Gallagher)                                                   

/s/ J. Patrick Gallagher, Jr.    President and Director (Chief Executive        
------------------------------   Officer)                                       
(J. Patrick Gallagher, Jr.)                                                   

/s/ Michael J. Cloherty       Executive Vice President and Director       
------------------------------   (Chief Financial Officer)                      
(Michael J. Cloherty)                                                   

/s/ Jack H. Lazzaro         Vice President--Finance (Chief Accounting 
------------------------------   Officer)                                       
(Jack H. Lazzaro)                                                   

/s/ T. Kimball Brooker*       Director                                    
------------------------------                                                  
(T. Kimball Brooker)                                                  

/s/ Peter J. Durkalski*       Director                                    
------------------------------                                                  
(Peter J. Durkalski)                                                  

/s/ Jack M. Greenberg*       Director                                   
------------------------------                                                  
(Jack M. Greenberg)                                                   

/s/ Frank M. Heffernan, Jr.*    Director                                      
------------------------------                                                  
(Frank M. Heffernan, Jr.)                                                   

/s/ Philip A. Marineau*       Director                                    
------------------------------                                                  
(Philip A. Marineau)                                                  

/s/ Walter F. McClure*       Director                                   
------------------------------                                                  
(Walter F. McClure)                                                   

/s/ James R. Wimmer*        Director                                  
------------------------------                                                  
(James R. Wimmer)                                                   

/s/ Ilene S. Gordon*        Director                                  
------------------------------                                                  
(Ilene S. Gordon)                                                   

      *By: /s/ John C. Rosengren
                    ------------------------------
                John C. Rosengren,
              Attorney-in-fact

II-4

S-3
Last Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 11th
INDEX TO EXHIBITS 

Exhibit                                                                       
Number                     Exhibit                                            
-------   ------------------------------------------------------------------  
5       Opinion of John C. Rosengren, Esq., our Vice President and General
Counsel, including consent.                               

23.1     Consent of Ernst & Young LLP, as independent auditors.             

23.2     Consent of John C. Rosengren, Esq., our Vice President and General 
    Counsel, (contained in his opinion filed as Exhibit 5 hereto).

24       Powers of Attorney.                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		8/30/03		4
Filed on:		7/30/99		1		10
		7/29/99		1		2
		7/8/99		5					10-Q/A,  S-4/A
		7/7/99		5					10-K/A
		5/17/99		5					10-Q
		3/31/99		5					10-Q,  10-Q/A
		3/29/99		1					S-1
		3/26/99		5					10-K,  DEF 14A
		1/1/99		4
		12/31/98		5		6			10-K,  10-K/A
		8/31/98		4
		6/30/96		8					10-Q
									List all Filings