


Exhibit 99.

    The prospectus utilized in connection with the offering subject to the 
    form S-8 Registration Statement Number 33-49842 will not require any new 
    information not already contained therein for utilization with this further 
    offering.  It is registrant's intent only to provide a current date for the
    prospectus, amend a minimal amount of language on tax effects of 
    participation so as to update to current statutory rates on federal income 
    taxes, and to adjust the numbers of shares authorized in the 1992 Program 
    to reflect a two-for-one stock split effected by registrant in March, 1994.

