As filed with the Securities and Exchange Commission on March 1, 2002
Registration No. 333-75278
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in charter)
MICHIGAN 38-1465835
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2801 E. BELTLINE, N.E.
GRAND RAPIDS, MICHIGAN 49525
(616) 364-6161
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_____________________
MATTHEW J. MISSAD Copies of all communications, including
UNIVERSAL FOREST PRODUCTS, INC. communications sent to agent for service,
2801 E. BELTLINE, NE should be sent to:
GRAND RAPIDS, MI 49505 MICHAEL G. WOOLDRIDGE
(616) 364-6161 VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
(Name, address, including zip code, 333 BRIDGE STREET, NW
and telephone number, including GRAND RAPIDS, MI 49504
area code of agent for service) (616) 336-6000
_____________________
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. [ ]
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
1,822,288 SHARES
UNIVERSAL FOREST PRODUCTS, INC.
COMMON STOCK
This prospectus relates to 1,822,288 shares of common stock of Universal
Forest Products, Inc., which may be sold from time to time by the selling
shareholders named herein, or their transferees, pledgees, donees, or
successors.
The selling shareholders may sell the common stock at any time at market
prices or at privately negotiated prices. Sales may be made directly to
purchasers or through underwriters, broker-dealers, or agents, who may receive
compensation in the form of discounts, concessions, or commissions. We will not
receive any of the proceeds from the sale of the shares by the selling
shareholders.
Our common stock is quoted on the Nasdaq National Market under the symbol
"UFPI." On February 27, 2002, the last sale price of our shares as reported on
the Nasdaq National Market was $23.85 per share.
Our principal executive offices are located at 2801 E. Beltline, N.E.,
Grand Rapids, Michigan 49525, and our telephone number at that address is (616)
364-6161.
_____________________
Before purchasing the common stock covered by this prospectus, carefully
read and consider the risk factors in the section entitled "Risk Factors,"
beginning on page 2.
_____________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________
The date of this prospectus is , 2002.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS.........................................................1
THE COMPANY...................................................................1
RISK FACTORS..................................................................3
FORWARD-OUTLOOK...............................................................5
USE OF PROCEEDS...............................................................5
DESCRIPTION OF CAPITAL STOCK..................................................5
SELLING SHAREHOLDERS..........................................................7
PLAN OF DISTRIBUTION..........................................................8
LEGAL MATTERS.................................................................8
EXPERTS.......................................................................9
WHERE YOU CAN FIND MORE INFORMATION...........................................9
We have not authorized anyone to provide you with information different from
that contained in, or incorporated by reference in, this prospectus and in any
accompanying prospectus supplement. The selling shareholders are offering to
sell the common stock, and seeking offers to buy the common stock, only in
jurisdictions where offers and sales are permitted. In this prospectus and any
accompanying prospectus supplement, unless otherwise indicated, "we," "us," and
"our," as well as "UFP," refer to Universal Forest Products, Inc. and its
subsidiaries.
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a shelf registration process. Under
this shelf process, the selling shareholders may offer and sell from time to
time, in one or more offerings, up to 1,822,288 shares of our common stock. Each
time any selling shareholder sells securities, such selling shareholder may
provide a prospectus supplement containing specific information about the terms
of that offering. Any statement made in this prospectus will be modified or
superseded by any inconsistent statement made in a prospectus supplement. A
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
THE COMPANY
Universal Forest Products, Inc. was organized as a Michigan corporation in
1955. We engineer, manufacture, treat, and distribute lumber products for the
do-it-yourself, site-built construction, manufactured housing, and industrial
markets. We also sell lumber products to the wholesale market, but we do not
emphasize this business in our growth objectives. We currently operate 88
facilities throughout the United States, Canada, and Mexico.
Each of our markets is discussed in the paragraphs which follow:
DIY Market. The customers comprising this market are primarily national
home center retailers, retail-oriented regional lumberyards, and
contractor-oriented lumberyards. National customers in this market are serviced
by our sales staff in each region and are assisted by sales and marketing
personnel from our headquarters. Generally, terms of sale are established for
annual periods, and orders are placed with our regional facilities in accordance
with established terms. One customer, The Home Depot, accounted for
approximately 33%, 32%, and 26% of our total net sales for fiscal 2001, 2000,
and 1999, respectively. In fiscal years 2001 and 2000, annual revenues from
sales to The Home Depot were approximately $507,545,000 and $443,549,000,
respectively.
From time to time, we enter into transitory sales contracts with The Home
Depot. The contracts are limited to the establishment of general sales terms and
conditions, such as delivery, invoicing, warranties, and other standard,
commercial matters. Sales are made by the release of purchase orders to us for
particular quantities of certain products. We also enter into marketing
agreements and rebate agreements with The Home Depot from time to time. The
marketing agreements provide that a certain percentage of our sales revenue with
The Home Depot or a minimum dollar amount will be committed in the best possible
manner to generate increased sales and profits for us and The Home Depot. While
we are entitled to make marketing recommendations under the marketing
agreements, The Home Depot reserves the right to spend those funds as it deems
fit to promote sales. The rebate agreements provide that certain percentage
rebates be given to The Home Depot based on The Home Depot's volume of purchases
from us. The level and amount of the rebates vary with the level of our sales to
The Home Depot. These rebates are paid by us to The Home Depot periodically.
Site-Built Construction Market. We entered the site-built construction
market through strategic business acquisitions beginning in 1997. The customers
comprising this market are primarily large-volume, multi-tract builders and
smaller volume custom builders. Customers are serviced by our sales,
engineering, and design personnel in each region. Generally, terms of sale and
pricing are determined based on quotes for each specific job order.
Manufactured Housing Market. The customers comprising the manufactured
housing market are producers of mobile, modular, and prefabricated homes and
recreational vehicles. Products sold to customers in this market consist
primarily of roof trusses, lumber cut and shaped to the customer's
specification, plywood, particle board, and dimension lumber, all intended for
use in the construction of manufactured housing. Sales are made by personnel
located at each regional facility based on customer orders. Our centralized
engineering and support staff acts as a sales support resource to assist the
customer with truss designs, obtaining various building code approvals for the
designs and aiding in the development of new products and manufacturing
processes.
1
Industrial Market. We define our industrial market as industrial
manufacturers and agricultural customers who use pallets, crates, and wooden
boxes for packaging, shipping, and material handling purposes. Many of the
products sold to this market may be produced from the by-product of other
manufactured products, thereby allowing us to increase our raw material yields
while expanding our business. We service this market with our regional sales
personnel supported by a centralized national sales and marketing department.
2
RISK FACTORS
Before purchasing any of the shares covered by this prospectus, you should
carefully read and consider the risk factors described below. You should be
prepared to accept the occurrence of any and all of the risks associated with
purchasing the shares, including a loss of all of your investment.
Risks Relating to Universal Forest Products and Our Industry
We Are Subject to Fluctuations in the Price of Lumber. We experience
significant fluctuations in the cost of commodity lumber products from primary
producers. A variety of factors over which we have no control, including
government regulations, environmental regulations, weather conditions, economic
conditions and natural disasters, impact the cost of lumber products and our
selling prices. While we attempt to minimize our risk from severe price
fluctuations, substantial, prolonged trends in lumber prices can negatively
affect our sales volume, our gross margin, and our profitability. We anticipate
that these fluctuations will continue in the future.
Our Growth May be Limited by the Markets we Serve. Our sales growth is
dependent, in part, upon the growth of the markets we serve. If our markets do
not achieve anticipated growth, or if we fail to maintain our market share, our
sales volume, our gross margin, and our profitability could be impaired.
The manufactured housing industry is currently hampered by market
conditions, including an oversupply of product and tightened credit policies,
which have impacted our ability to achieve short-term growth objectives. A
continued downturn in this market could adversely affect our operating results.
Our ability to achieve growth in sales and margins in the site-built
construction market is somewhat dependent on housing starts. If housing starts
decline significantly, our sales volume, our gross margin, and our profitability
could be negatively impacted.
Like most companies, we are witnessing consolidation by our customers.
These consolidations will result in a larger portion of our sales being made to
some customers. This consolidation may limit the customer base we are able to
serve.
Our Growth May be Limited by our Ability to Make Successful Acquisitions. A
key component of our growth strategy is to complete business combinations.
Business combinations involve inherent risks, including assimilation and
successfully managing growth. While we conduct extensive due diligence and have
taken steps to ensure successful assimilation, factors beyond our control could
influence the results of these acquisitions.
Seasonality and Weather Conditions Could Adversely Affect Us. Some aspects
of our business are seasonal in nature and results of operations vary from
quarter to quarter. Our treated lumber and outdoor specialty products, such as
fencing, decking, and lattice, experience the greatest seasonal effects. Sales
of treated lumber, primarily consisting of Southern Yellow Pine, also experience
the greatest lumber market risk. Treated lumber sales are generally at their
highest levels between the months of April through August. This sales peak,
combined with capacity constraints in the wood treatment process, requires us to
build our inventory of treated lumber throughout the winter and spring. Since
sales prices of treated lumber products may be indexed to the lumber market at
the time they are shipped, our profits can be negatively affected by prolonged
declines in the lumber market during our primary selling season. To mitigate
this risk, programs are maintained with certain vendors and customers that are
intended to decrease our exposure. These programs include those materials which
are most susceptible to adverse changes in the lumber market. Vendor programs
also allow us to carry a lower investment in inventories.
The majority of our products are used in outdoor construction activities;
therefore, our short-term sales volume, our gross margin, and our profits can be
negatively affected by adverse weather conditions. In addition, adverse weather
conditions can negatively impact our productivity and costs per unit.
Moreover, the terrorist attacks that took place on September 11, 2001,
could negatively affect our short-term sales volume, our gross margin, and our
profits.
We May be Adversely Affected by the Impact of Environmental and Safety
Regulations. We are subject to the requirements of federal, state and local
environmental and occupational health and safety laws and regulations. There can
be no assurance that we are at all times in complete compliance with all of
these
3
requirements. We have made and will continue to make capital and other
expenditures to comply with environmental regulations. If additional laws and
regulations are enacted in the future, which restrict our ability to manufacture
and market our products, including our treated lumber products, it could
adversely affect our sales and profits. If existing laws are interpreted
differently, it could also increase the financial cost to us.
Risks Related to our Common Stock
Shares Eligible for Future Sale May Cause the Market Price of our Common
Stock to Drop Significantly, Even if our Business is Doing Well. We cannot
predict the effect, if any, that future sales of our common stock or the
availability of shares for future sale will have on the market price of our
common stock. As of February 15, 2002, we had outstanding approximately
17,792,790 shares of common stock. Of these shares, all but approximately
106,779 shares are either freely tradable in the public market, unless acquired
by our affiliates, or are "restricted securities" as that term is defined in
Rule 144 under the Securities Act and eligible for immediate sale on the public
market pursuant to Rule 144, subject to certain volume and manner of sale
limitations. As of February 15, 2002, options to purchase an aggregate of
approximately 1,711,734 shares of our common stock were outstanding under our
stock option plans. Other shares of our common stock issued in the future may
become available for resale on the public market from time to time, and the
market price of shares of our common stock could drop significantly if the
holders of these shares sell them or are perceived by the market as intending to
do so.
4
FORWARD OUTLOOK
This prospectus and the information incorporated by reference in this
prospectus contain forward-looking statements as such term is defined in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The forward-looking statements are based on
the beliefs and assumptions of our management together with information
available to us when the statements were made. Future results could differ
materially from those included in such forward-looking statements as a result
of, among other things, the factors set forth in the above "Risk Factors" and
certain economic and business factors which may be beyond our control. All
forward-looking statements involve risks and uncertainty. These forward-looking
statements are made as of the date of this prospectus. Except for our ongoing
obligations to disclose material information as required by the federal
securities laws, we do not have any obligation or intention to release publicly
any revisions to any forward-looking statements to reflect events or
circumstances in the future, or to reflect the occurrence of unanticipated
events.
USE OF PROCEEDS
The selling shareholders will receive all proceeds from the sales of shares
of common stock offered hereby. We will not receive any proceeds from the sale
of shares of common stock offered by the selling shareholders.
DESCRIPTION OF CAPITAL STOCK
Under our Restated and Amended Articles of Incorporation, as amended and
restated, the Company's authorized capital stock consists of 1,000,000 shares of
preferred stock, without par value, none of which are outstanding, and
40,000,000 shares of common stock, without par value, of which approximately
17,792,790 shares are issued and outstanding at February 15, 2002.
Preferred Stock
Our Board of Directors is authorized to issue preferred stock in one or
more series, from time to time, and to fix the particular designations and terms
thereof, including voting rights, dividend rates, redemption rights, liquidated
value, conversion rights, and other matters, without approval of our
shareholders. No series of preferred stock has been authorized or is presently
contemplated.
Common Stock
Subject to the rights, if any, of the holders of preferred stock then
outstanding, all voting rights are vested in the holders of shares of common
stock, with each share entitling the holder to one vote. The shares of common
stock do not have cumulative voting rights, and holders have no preemptive right
to subscribe for additional securities issuable by us.
In the event of our liquidation, the holders of common stock are entitled
to receive, pro rata, any assets distributable to shareholders in respect of
shares held by them after satisfaction of the liquidation preferences of any
outstanding preferred stock. Subject to any prior rights of the holders of
preferred stock then outstanding, holders of our common stock are entitled to
receive such dividends as are declared by our Board of Directors out of funds
legally available for that purpose. The transfer agent for our common stock is
American Stock Transfer, New York, New York.
General
Our Articles and the Michigan Business Corporation Act contain provisions
which could be utilized by us to impede certain efforts to acquire control of
our company. Those provisions include the following:
Board of Directors. The Articles provide that the Board of Directors must
be divided into three classes as nearly equal in number as possible, with the
classes to hold office for staggered terms of three years each. The Articles
state that any vacancy in, or newly created, directorships may be filled by the
affirmative vote of a majority of the directors then in office. The Articles
also contain procedural requirements that must be followed by
5
shareholders who wish to nominate persons to serve as directors of our company.
Notice of any nomination must be given at least thirty (30) days in advance of
our annual meeting at which directors are elected (or within seven (7) days)
after the date of mailing of notice if such notice is given less than forty (40)
days prior to the meeting date). These provisions may restrict the ability of a
shareholder to conduct a proxy contest against our management.
Evaluations by Board Regarding Recommendations to Shareholders. The
Articles prohibit the Board of Directors from approving, adopting, or
recommending any offer to make a tender or exchange offer for the outstanding
shares of our common stock (except those proposed by us), to merge or
consolidate our company or to purchase all or substantially all of our assets or
business unless the Board has evaluated the offer and determined that the offer
would be in compliance with all applicable laws and in our best interests and in
our shareholders best interests. With respect to our evaluation of our best
interests and our shareholders best interests, the Board is permitted to
consider all factors which it deems relevant, including, but not limited to such
factors as the adequacy of the consideration proposed and the potential social
and economic impact on us, our employees, our vendors, and the communities in
which we operate.
Special Shareholder Voting Requirements. The Articles specify that certain
mergers, consolidations, sales of assets, and other transactions with an
interested party require a minimum affirmative vote of that percentage of our
outstanding stock determined by dividing the sum of all outstanding shares held
by all interested parties plus two-thirds of the remaining number of outstanding
shares, by the total number of outstanding shares entitled to vote, provided
that the minimum vote may not be less than two-thirds of our outstanding voting
stock. An interested party includes any holder of five percent (5%) or more of
the voting power of outstanding capital stock and any "affiliate" or "associate"
of such person and any person or entity acting in concert with that person, but
excludes anyone who was a beneficial owner of five percent (5%) or more of such
voting power at the time the Articles became effective.
The special two-thirds vote requirement does not apply, and a majority vote
will suffice, where the transaction in question has been approved by two-thirds
of the continuing directors (as defined, in general, in the Articles as any
directors elected by shareholders prior to the time an acquiror of our common
stock attained the status as an interested party, and a successor in office
approved by the affirmative vote of the continuing directors), the transaction
involves an entity more than fifty percent (50%) owned by us, or all of the
following conditions are met: (i) shareholders affected by the transaction
receive per share value at least equal to the highest value paid by the
interested party in acquiring the shares previously; (ii) the interested party
refrains from exercising certain kinds of influences over the Board of Directors
in obtaining certain kinds of economic benefits from us; and (iii) shareholders
are supplied with a proxy statement containing such recommendations as the
continuing directors deem advisable.
Michigan Fair Price Provisions. Chapter 7A of the Michigan Business
Corporation Act provides that, except in cases in which certain minimum price,
form of consideration, and procedure requirements are satisfied, or for certain
transactions that may be approved in advance by the Board of Directors, higher
than normal voting requirements are imposed with various transactions involving
persons who own ten percent (10%) or more of our voting stock (who are
considered interested shareholders). Transactions to which the higher voting
requirements apply require an advisory statement from the Board of Directors and
must be approved by not less than ninety (90%) of the votes of each class of
stock entitled to vote, and by not less than two-thirds of such votes, after
excluding the votes of interested shareholders who are (or whose affiliates are)
a party to the proposed transaction or an affiliate of the interested
shareholder.
Shareholder Equity Provisions. Chapter 7B of the Michigan Business
Corporation Act conditions the acquisition of voting control of a Michigan
business corporation on the approval by the majority of the preexisting
disinterested shareholders. Specifically, this chapter of the Michigan Business
Corporation Act affects the voting rights of persons who acquire more than
twenty percent (20%), thirty-three percent (33%), and fifty percent (50%) of a
Michigan corporation's voting stock, which are called control shares. The
Michigan Business Corporation Act denies voting rights to those shareholders who
make purchase offers or increase their holdings above any of the control share
levels unless they are granted voting rights by a majority vote of all
disinterested shareholders (shareholders excluding the bidders or owners of
control shares and the corporation's management). If the shareholders do not
elect to grant voting rights to control shares under certain circumstances, the
control shares may be subject to redemption by us.
6
SELLING SHAREHOLDERS
The following table sets forth the name of each selling shareholder, the
number of shares and percentage of our common stock beneficially owned by each
selling shareholder immediately prior to the registration, the number of shares
registered and the number of shares and percentage of our common stock to be
beneficially owned by each selling shareholder assuming all shares covered by
this registration statement are sold in an offering. The common stock was
originally acquired by the selling shareholders in private placement
transactions exempt from the registration requirements of the Securities Act of
1933, as amended. Because a selling shareholder may offer all or a portion of
the shares covered by this prospectus at any time and from time to time
hereafter, the exact number of shares that a selling shareholder may retain
after completion of an offering cannot be determined at this time. The last two
columns of this table assume that all shares covered by this prospectus will be
sold by a selling shareholder and that no additional shares of our common stock
are bought or sold by a selling shareholder. Pursuant to the rules of the
Securities and Exchange Commission, in calculating percentage ownership, shares
issuable upon exercise of options or warrants or conversion of convertible
securities are deemed to be outstanding for the purpose of computing the
percentage ownership of persons beneficially owning such securities, but have
not been deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. All information with respect to beneficial
ownership has been furnished to us by the respective selling shareholders.
-------------------------------------------------------------------------------------------------------------------------
Beneficial Ownership Prior Number of Shares Beneficial Ownership
to the Offering Being Offered Hereby After Offering(1)
-------------------------------------------------------------------------------------------------------------------------
Number Number Number Percent(2)
-------------------------------------------------------------------------------------------------------------------------
Peter F. Secchia Trust, u/a/d
August 27, 1990, as amended(3) 175,141 175,141 0 --
-------------------------------------------------------------------------------------------------------------------------
Secchia Family Limited
Partnership(4) 833,029 833,029 0 --
-------------------------------------------------------------------------------------------------------------------------
Sibsco, L.L.C. (5) 202,318 202,318 0 --
-------------------------------------------------------------------------------------------------------------------------
Secchia Family Foundation(6) 101,800 101,800 0 --
-------------------------------------------------------------------------------------------------------------------------
Stephanie R. Secchia(7) 10,000 5,000 5,000 --
-------------------------------------------------------------------------------------------------------------------------
Sandra V. Secchia(8) 5,000 5,000 0 --
-------------------------------------------------------------------------------------------------------------------------
Carroll M. Shoffner(9) 2,345,130 500,000 1,845,130 10.37%
-------------------------------------------------------------------------------------------------------------------------
(1) Assumes that the selling shareholders dispose of all of the shares of
common stock covered by this prospectus and do not acquire or dispose of
additional shares of common stock. The selling shareholders, however, are
not representing that any of the shares covered by this prospectus will be
offered for sale, and the selling shareholders reserve the right to accept
or reject, in whole or in part, any proposed sale of shares.
(2) We have calculated the percentage of issued and outstanding shares of
common stock held by each individual and group based on 17,792,790 shares
of common stock issued and outstanding as of February 15,2002.
(3) The trustee, Peter F. Secchia, is the Chairman of the Board of Directors of
Universal Forest Products, Inc. Excludes 525,935 shares owned by Mr.
Secchia directly and indirectly by certain affiliates of Mr. Secchia.
(4) The managing partner of the Secchia Family Limited Partnership is Peter F.
Secchia, Trustee of the Peter F. Secchia Trust, u/a/d August 27, 1990, as
amended.
(5) The managing member of Sibsco, L.L.C. is Peter F. Secchia.
(6) The president of the Secchia Family Foundation is Peter F. Secchia.
(7) Stephanie R. Secchia is the daughter of Peter F. Secchia.
(8) Sandra V. Secchia is the daughter of Peter F. Secchia.
(9) Carroll M. Shoffner is a director of Universal Forest Products, Inc.;
includes 471,400 shares owned by Mr. Shoffner but held in one or more
trusts.
The prospectus also covers any additional shares of common stock that became
issuable in connection with the shares being registered by reason of stock
dividend, stock split, or other similar transactions effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of our common stock.
7
PLAN OF DISTRIBUTION
The selling shareholders, including their donees, pledgees, transferees or
other successors in interest, may make sales of the common stock directly or
indirectly, by or through underwriters, agents or broker-dealers, and the common
stock may be sold by one or a combination of several of the following methods:
o ordinary brokerage transactions;
o an underwritten public offering in which one or more underwriters
participate;
o put or call options transactions or hedging transactions relating
to the common stock;
o "block" sale transactions;
o privately negotiated transactions; or
o by a combination of the above methods of sale.
The common stock will be sold at prices and on terms then prevailing in the
market, at prices related to the then-current market price of the common stock
or at negotiated prices. At the time that a particular offer is made, a
prospectus supplement, if required, will be distributed that describes the name
or names of underwriters, agents or broker-dealers, any discounts, commissions
and other terms constituting selling compensation and any other required
information. Moreover, in effecting sales, broker-dealers engaged by any selling
shareholder and purchasers of the common stock may arrange for other
broker-dealers to participate in the sale process. Broker-dealers will receive
discounts or commissions from the selling shareholders and the purchasers of the
common stock in amounts that will be negotiated prior to the time of the sale.
Sales will be made only through broker-dealers properly registered in a subject
jurisdiction or in transactions exempt from registration. Any of these
underwriters, broker-dealers or agents may perform services for us or our
affiliates in the ordinary course of business. We have not been advised that any
selling shareholder has any definitive selling arrangement with any
underwriters, broker-dealer or agent.
Selling shareholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 of the Securities Act of
1933, as amended, provided that they meet the criteria and conform to the
requirements of such rule.
When common stock is to be sold to underwriters, unless otherwise described
in an applicable prospectus supplement, the obligations of the underwriters to
purchase the common stock will be subject to conditions precedent. The common
stock will be acquired by the underwriters for their own account and may be
resold by the underwriters, either directly to the public or to securities
dealers, from time to time in one or more transactions, including negotiated
transactions. The sales can occur either at fixed public offering prices or at
varying prices determined at the time of sale. The public offering price, if
any, and any concessions allowed or reallowed to dealers, may be changed from
time to time.
Any broker or dealer participating in any distribution of common stock in
connection with the offering made by this prospectus may be considered to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended, and
may be required to deliver a copy of this prospectus, including a prospectus
supplement, if required, to any person who purchases any of the common stock
from or through that broker or dealer.
LEGAL MATTERS
Varnum, Riddering, Schmidt & Howlett LLP is passing on the validity of the
securities to be offered by this prospectus. The legality of the securities to
be offered by this prospectus will be passed upon for the underwriters, dealers,
and agents, if any, as set forth in the applicable prospectus supplement.
8
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 30, 2000,
have been audited by Deloitte & Touche, LLP, independent auditors, as stated in
their report which is incorporated herein by reference, and has been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file proxy statements and annual, quarterly and
special reports and other information with the Securities and Exchange
Commission. You may read and copy any document that we file at the Securities
and Exchange Commission's public reference rooms in Washington, D.C., New York,
New York, and Chicago, Illinois. The Securities and Exchange Commission's
Washington, D.C. public reference room is located at 450 Fifth Street N.W.,
Washington, D.C. 20549. The Securities and Exchange Commissions Chicago,
Illinois public reference room is located at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You may also call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our Securities and Exchange Commission filings are also available to you
free of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov or our web site at http://www.ufpi.com.
Stock Market. Our common stock is quoted on the Nasdaq National Market
under the symbol "UFPI." Material filed by us can be inspected at the offices of
the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
Information Incorporated by Reference. We filed a registration statement on
Form S-3 to register with the Securities and Exchange Commission the securities
to be offered hereby. As allowed by the rules of the Securities and Exchange
Commission, this prospectus does not contain all of the information you can find
in a registration statement or the exhibits to the registration statement. The
Securities and Exchange Commission allows us to "incorporate by reference" the
information we file with it, 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
information that we file later with the Securities and Exchange Commission will
automatically update and supersede previously filed information, including
information contained in this document. The registration statement may be
inspected at the public reference facilities maintained by the Commission at the
location referenced above.
We incorporate by reference the documents listed below and any future
filings made by us with the Securities and Exchange Commission under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934. The documents
we are incorporating by reference are as follows:
o our Current Report on Form 8-K as filed with the Securities and Exchange
Commission on January 28, 2002;
o our Current Report on Form 8-K as filed with the Securities and Exchange
Commission on November 19, 2001;
o our Quarterly Report on Form 10-Q for the quarter ended September 29, 2001,
as filed with the Securities and Exchange Commission on November 8, 2001;
o our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, as
filed with the Securities and Exchange Commission on August 9, 2001;
o our Current Report on Form 8-K as filed with the Securities and Exchange
Commission on June 15, 2001;
o our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as
filed with the Securities and Exchange Commission on May 11, 2001; and
9
o our Annual Report on Form 10-K for the fiscal year ended December 30, 2000,
as filed with the Securities and Exchange Commission on March 28, 2001.
Any statement contained in a document incorporated by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently filed with the
SEC and incorporated by reference) modifies or is contrary to that previous
statement. Any statement so modified or superseded will not be deemed a part of
this prospectus except as so modified or superseded.
You may request free copies of these filings by writing or telephoning us
at the following address:
Universal Forest Products, Inc.
Attn.: Legal Department
2801 E. Beltline, N.E.
Grand Rapids, MI 49525
(616) 364-6161
You should rely on the information incorporated by reference or provided in
this prospectus and any prospectus supplement. We have authorized no one to
provide you different information. The selling shareholders are not, making an
offer of these securities in any state where the offer is not permitted. 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 documents.
10
1,822,288 SHARES
UNIVERSAL FOREST PRODUCTS, INC.
COMMON STOCK
____________
PROSPECTUS
____________
, 2002
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expected expenses, payable solely by
Universal Forest Products, Inc. in connection with the issuance and distribution
of the securities being registered hereby. All items other than the SEC filing
fee are estimates.
Securities and Exchange Commission Filing Fee $8,087
Legal Fees and Expenses 25,000
Accounting Fees and Expenses 15,000
Printing and Engraving Expenses 1,000
Miscellaneous Expenses 5,000
-----
TOTAL $54,087
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated and Amended Articles of Incorporation of UFP provide that its
directors and officers are required to be indemnified as of right to the fullest
extent permitted under the Michigan Business Corporation Act ("MBCA") in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
UFP, a subsidiary or otherwise) in which a director or officer is a witness or
which is brought against a director or officer in his or her capacity as a
director, officer, employee, agent or fiduciary of UFP or of any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which the director or officer was serving at the request of UFP. Persons who are
not directors or officers of UFP may be similarly indemnified in respect of said
service to the extent authorized by the Board of Directors of UFP. Under the
MBCA, directors, officers, employees or agents are entitled to indemnification
against expenses (including attorney fees) whenever they successfully defend
legal proceedings brought against them by reason of the fact that they hold such
a position with UFP. In addition, with respect to actions not brought by or in
the right of UFP, indemnification is permitted under the MBCA for expenses
(including attorney fees), judgments, fines, penalties and reasonable
settlements if it is determined that the person seeking indemnification acted in
a good faith and in a manner he or she reasonably believed to be in and not
opposed to the best interest of UFP or its shareholders and, with respect to
criminal proceedings, he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
UFP, indemnification is permitted under the MBCA for expenses (including
attorney fees) and reasonable settlement, if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably
believed to be in and not opposed to the best interest of UFP or its
shareholders; provided, indemnification is not permitted if the person is found
liable to UFP, unless the court in which the action or suit was brought has
determined that indemnification is fair and reasonable in view of all the
circumstances of the case.
The MBCA and UFP's Restated and Amended Articles of Incorporation also
authorize UFP to provide indemnification broader than that set forth in the MBCA
and the Restated and Amended Articles of Incorporation. Pursuant to this
authority, UFP has entered into indemnification agreements with each of its
directors, which provide for the prompt indemnification to the fullest extent
permitted by applicable law and for the prompt advancement of expenses,
including reasonable attorney fees, incurred in connection with any proceeding
in which a director is a witness or which is brought against a director in his
or her capacity as a director, officer, employee, agent or fiduciary of UFP or
of any corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which the director is serving at the request of UFP.
Indemnification is permitted for expenses and reasonable settlement amounts
incurred in connection with a proceeding by or in the right of UFP and for
expenses, judgments, penalties, fines and reasonable settlement amounts incurred
in connection with the proceeding other than by or in the right of UFP.
Indemnification under the indemnity agreements is conditioned on the director
having acted in good faith and in a manner he or she reasonably believes to be
in or not opposed to the best interest of UFP and, with respect to any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful.
II-1
The Restated and Amended Articles of Incorporation of UFP also limit the
personal liability of members of its Board of Directors for monetary damages
with respect to claims by UFP or its shareholders resulting from certain
negligent acts or omissions.
ITEM 16. EXHIBITS
The attached Exhibit Index is incorporated herein by reference.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
II-2
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
March 1, 2002.
UNIVERSAL FOREST PRODUCTS, INC.
By: /s/ Michael R. Cole
Name: Michael R. Cole
Title: Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the registration statement has been signed by the
following persons in the capacities indicated on March 1, 2002.
/s/________________________________________* /s/_________________________*
Peter F. Secchia, Chairman of the Board John W. Garside, Director
/s/________________________________________* /s/_________________________*
William G. Currie, Chief Executive Officer, Philip M. Novell, Director
Vice Chairman of the Board, Director
/s/________________________________________* /s/_________________________*
John C. Canepa, Director Louis A. Smith, Director
/s/________________________________________* /s/_________________________*
Carroll M. Shoffner, Director Michael R. Cole, Chief
Financial Officer and
Treasurer
*By: /s/ Michael R. Cole
Michael R. Cole, Attorney-in-Fact
663029v4
II-4
INDEX TO EXHIBITS
5.1 Opinion of Varnum, Riddering, Schmidt & Howlett LLP*
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (Included in
Exhibit 5.1)*
24.1 Powers of Attorney (included in Part II of this registration
statement)*
99.1 Marketing Agreement with The Home Depot, dated 10/01 (confidential
treatment requested for certain portions of this document)
99.2 USA Rebate Agreement with The Home Depot, dated 10/01 (confidential
treatment requested for certain portions of this document)
*Previously filed.
II-5
EXHIBIT 23.1
[DELOITTE TOUCHE LETTERHEAD]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-75278 of Universal Forest Products, Inc. and
subsidiaries on Form S-3 of our report dated January 29, 2001, appearing in the
Annual Report on Form 10-K of Universal Forest Products, Inc. and subsidiaries
for the year ended December 30, 2000, and to the reference to us under the
heading "experts" in the prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
March 1, 2002
II-6
EXHIBIT 99.1
USA MARKETING AGREEMENT AGREEMENT 71602
NUMBER
Please fill in completely.
------------------------------------------------------------------------------------------------------------------------------------
Vendor Name Vendor # Dept. #
UNIVERSAL FOREST 21
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address City State/ ZIP/
2801 Beltline Grand Rapids Province MI Postal Code 49501
------------------------------------------------------------------------------------------------------------------------------------
Vendor Contact PHIL RODGERS Phone # (616) 364-6161 Ext. # Fax # (616) 361-8302
------------------------------------------------------------------------------------------------------------------------------------
Global Product Merchant Phone # Ext. # Fax #
------------------------------------------------------------------------------------------------------------------------------------
This agreement covers all Home Depot divisions and departments and subsidiaries
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT PERIOD IMPORTANT
Contract Begin Date 12/28/98
Contract End Date 12/26/99
Standard [X] Purchases are calculated as Receipts (Gross Standard
Auto-Continue [ ] Accural % continued until mutually Cost) less trade discount(s), new store discounts, and
terminated: purchases are calculated returns, based on the Home Depot fiscal month end dates.
for each 12 month period. Exclusions from the purchase calculation including, but
Other (enter period) [ ] not limited to, displays, and previous marketing and
rebate commitments paid are not permitted.
------------------------------------------------------------------------------------------------------------------------------------
PURCHASE HISTORY AND PURCHASE PROJECTION
------------------------------------------------------------------------------------------------------------------------------------
LAST YEAR'S PURCHASES ANNUAL PROJECTED PURCHASES
------------------------------------------------------------------------------------------------------------------------------------
USA 500,000,000 USA *
------------------------------------------------------------------------------------------------------------------------------------
CANADIAN BUSINESS? NO IMPORTANT: If "Yes", attach separate Canadian Agreement.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT TERMS [X] ANNUAL [ ] INCREMENTAL (check one)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Commitment: % of Purchases * or minimum guaranteed $ Amount N/A (whichever is greater)
------------------------------------------------------------------------------------------------------------------------------------
PAYMENT TERMS [ ]MONTHLY [ ]OTHER If Other, note in "Comments" section below.
------------------------------------------------------------------------------------------------------------------------------------
Feb 15; % or $* May 15; % or $* Aug 15; % or $* Nov 15; % or $*
Mar 15; % or $* Jun 15; % or $* Sep 15; % or $* Dec 15; % or $*
Apr 15; % or $* Jul 15; % or $* Oct 15; % or $* Jan 15: % or $*
[ ] Deduct from Vendor Invoice Payment (Preferred) [ ] Other
Unless otherwise stated, the guaranteed minimum is divided into 12 monthly payments. The final payment is
adjusted based on accruals exceeding the minimum guaranteed amount. If the scheduled payment is not received by the
5th of the month, The Home Depot will deduct the payment from vendor remittance.
------------------------------------------------------------------------------------------------------------------------------------
COMMENTS *
------------------------------------------------------------------------------------------------------------------------------------
NOTE
------------------------------------------------------------------------------------------------------------------------------------
Funds committed will be used in the best possible manner to generate increased sales and profits for you and The Home
Depot. Vendor marketing recommendations are always welcome; however, Home Depot reserves the right to spend marketing funds as it
deems fit to promote store traffic and build awareness.
------------------------------------------------------------------------------------------------------------------------------------
Signing this agreement is an acknowledgement that you understand Home Depot's marketing program and will do business according
to the terms outlined above. Any changes to this agreement must be approved by The Home Depot Legal Department.
X /S/ 10/1/01 X /S/ 10/1/01
Vendor Signature and Title Date Home Depot Merchant Signature Date
IMPORTANT: Send payment for Advertising to: The Home Depot / Advertising Business Dept.
P.O. Box 7247-7491
Philadelphia, PA 19170-7491
HDC-018 (9/98) DISTRIBUTION: White-Adv. Business Yellow-Vendor Pink-Merchant Blue-National Product Manager
*Omitted, Confidential Treatment Requested and material filed seperately with SEC.
II-7
EXHIBIT 99.2
USA REBATE AGREEMENT AGREEMENT 42854
NUMBER
Please fill in completely. [ ] If Addendum Attached
------------------------------------------------------------------------------------------------------------------------------------
Vendor Name Payable Vendor # (list all MVNDs on back) Dept. #
UNIVERSAL FOREST 21
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address City State/ ZIP/
2801 Beltline Grand Rapids Province MI Postal Code 49501
------------------------------------------------------------------------------------------------------------------------------------
Contact PHIL RODGERS Phone # Ext. # Fax #
------------------------------------------------------------------------------------------------------------------------------------
Vendor Phone #
Captain
------------------------------------------------------------------------------------------------------------------------------------
This Agreement covers all Home Depot divisions and departments and subsidiaries.
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT PERIOD The contract includes all buying offices unless marked
as excluded here:
Contract Begin Date 12/24/01 __________________________________________________________
[X] Will continue until mutually terminated __________________________________________________________
-OR- __________________________________________________________
[ ] Must renegotiate by *Vendor must break out of purchases and rebates by Division
with details to accompany payment.
------------------------------------------------------------------------------------------------------------------------------------
PAYMENT TERMS PAYMENT SCHEDULE
[ ] Quarterly [ ] Other Annual
PAYMENT METHOD
[X] Deduct form Vendor Invoice (DFVI)-Preferred Check
If the scheduled payment is not received by the 15th of the month, The Home Depot will deduct the payment from vendor remittance.
Be sure to notify your Accounting Department that these deductions are forthcoming.
------------------------------------------------------------------------------------------------------------------------------------
PURCHASE HISTORY AND PURCHASE PROJECTION
LAST YEAR'S PURCHASES ANNUAL PROJECTED PURCHASES
USA Including Puerto Rico $500 MM USA Including Puerto Rico *
Check [ ] if Canada is included for purposes of determining applicable rebate tier. Must complete a separate agreement for the Home
Depot Canada.
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT TERMS
[ ] Tiered Incentive: [ ] Flat % on All Purchases:___%
[ ] Lump sum:
% on purchases from $* to $
% on purchases from $ to $
% on purchases from $ to $ Please add addendum for further
% on purchases from $ to $ explanation of terms or additional levels
% on purchases from $ to $ for a tiered incentive program.
% on purchases from $ to $
% on purchases from $ to $
% on purchases from $ to $
Note: All tiered incentives are retroactive to $1.00 at all levels.
Note: If the contrast continues until mutually terminated, the purchase levels are looked at for each 12 month period.
------------------------------------------------------------------------------------------------------------------------------------
COMMENTS *
------------------------------------------------------------------------------------------------------------------------------------
IMPORTANT Purchases are calculated as Receipts (Gross Cost) less trade discount(s), new store discounts, and returns, based
on the Home Depot fiscal month end. Exclusions from the purchase calculation including, but not limited to,
displays and previous marketing and rebate commitments paid are not permitted.
------------------------------------------------------------------------------------------------------------------------------------
X /S/ 10/1/01 X /S/ 10/1/01
------------------------------------------------------------- --------------------------------------------------------------
SIGNATURE - Vendor Date SIGNATURE -Merchandiser/Vendor Captain Date
------------------------------------------------------------- --------------------------------------------------------------
PRINT NAME-Vendor Date PRINT NAME-Merchandiser Date
IMPORTANT: Send payment for rebates to: The Home Depot, P.O. Box 7247-7491, Philadelphia, PA 19170-7491
*Omitted, Confidential Treatment Requested and material filed seperately with SEC.
II-8