content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
  
                                  --------------
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
  
                      Pursuant to Section 13 or 15(d) of the
  
                          Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported)  September 26, 1997
                                                  --------------------------------
  
  
                                    P-COM, INC.
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
  
           Delaware                   0-25356                    77-0289371
  --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission                 (IRS Employer
       of incorporation)            File Number)             Identification No.)
  
  
  
  3175 S. Winchester Boulevard, Campbell, California               95008
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)
  
  
  
  Registrant's telephone number, including area code     (408) 866-3666
                                                    ------------------------------
  
  
                                       None
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5.  Other Events.
           ------------
  
                On September 26, 1997, the Board of Directors of P-Com, Inc. (the 
  "Company") declared a dividend of one preferred share purchase right (a "Right")
  for each outstanding share of common stock, $0.0001 par value (the "Common 
  Shares"), of the Company.  The dividend is payable on November 3, 1997 (the 
  "Record Date") to the stockholders of record on that date.  Each Right entitles 
  the registered holder to purchase from the Company one one-hundredth of a share 
  of Series A Junior Participating Preferred Stock, $0.0001 par value (the 
  "Preferred Shares"), of the Company at a price of $125.00 per one one-hundredth 
  of a Preferred Share (the "Purchase Price"), subject to adjustment.  The 
  description and terms of the Rights are set forth in a Rights Agreement (the 
  "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent 
  (the "Rights Agent").
  
                Until the earlier to occur of (i) ten (10) business days following
  a public announcement that a person or group of affiliated or associated persons
  (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the
  outstanding Common Shares or (ii) ten (10) business days (or such later date as
  may be determined by action of the Board of Directors prior to such time as any
  Person becomes an Acquiring Person) following the commencement of, or
  announcement of an intention to make, a tender offer or exchange offer the
  consummation of which would result in the beneficial ownership by a person or
  group of 15% or more of such outstanding Common Shares (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the Record
  Date, by such Common Share certificate with a Summary of the Rights Agreement
  attached thereto.
  
                The Rights Agreement provides that, until the Distribution Date, 
  the Rights will be transferred with and only with the Common Shares.  Until the 
  Distribution Date (or earlier redemption or expiration of the Rights), new 
  Common Share certificates issued after the Record Date, upon transfer or new 
  issuance of Common Shares, will contain a notation incorporating the Rights 
  Agreement by reference.  Until the Distribution Date (or earlier redemption or 
  expiration of the Rights), the surrender for transfer of any certificates for 
  Common Shares outstanding as of the Record Date will also constitute the 
  transfer of the Rights associated with the Common Shares represented by such 
  certificate.  As soon as practicable following the Distribution Date, separate 
  certificates evidencing the Rights ("Right Certificates") will be mailed to 
  holders of record of the Common Shares as of the close of business on the 
  Distribution Date and such separate Right Certificates alone will evidence the 
  Rights.
  
                The Rights are not exercisable until the Distribution Date.  The 
  Rights will expire at the close of business on October 1, 2007 (the "Final 
  Expiration Date"), unless the Final Expiration Date is extended or unless the 
  Rights are earlier redeemed or exchanged by the Company, in each case as 
  described below.
  
                The Purchase Price payable, and the number of Preferred Shares or
  other securities or property issuable, upon exercise of the Rights are subject
  to adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or warrants to subscribe for or purchase Preferred Shares at a price, or
  securities convertible into Preferred Shares with a conversion price, less than
  the then current market price of the Preferred Shares, or (iii) upon the
  distribution to holders of the Preferred Shares of evidences of indebtedness or
  assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
                The number of outstanding Rights and the number of one 
  one-hundredths of a Preferred Share issuable upon exercise of each Right are 
  also subject to adjustment in the event of a stock split of the Common Shares or
  a stock dividend on the Common Shares payable in Common Shares or subdivisions, 
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
                                        2.
  
  
  <PAGE>
   
            Preferred Shares purchasable upon exercise of the Rights will not be 
  redeemable. Each Preferred Share will be entitled to an aggregate dividend of
  100 times the dividend declared per Common Share. In the event of liquidation,
  the holders of the Preferred Shares will be entitled to an aggregate payment of
  100 times the payment made per Common Share. Each Preferred Share will have 100
  votes, voting together with the Common Shares. Finally, in the event of any
  merger, consolidation or other transaction in which Common Shares are exchanged,
  each Preferred Share will be entitled to receive 100 times the amount received
  per Common Share. These rights are protected by customary antidilution
  provisions.
  
            Because of the nature of the Preferred Shares' dividend, liquidation 
  and voting rights, the value of the one one-hundredth interest in a Preferred 
  Share purchasable upon exercise of each Right should approximate the value of 
  one Common Share.
  
            In the event that, following the Distribution Date, the Company is
  acquired in a merger or other business combination transaction, or 50% or more
  of its consolidated assets or earning power are sold (except if such transaction
  has been approved by the Board of Directors prior to such transaction), proper
  provision will be made so that each holder of a Right will thereafter have the
  right to receive, upon the exercise thereof at the then current exercise price
  of the Right, that number of shares of common stock of the acquiring company
  which at the time of such transaction will have a market value of two times the
  exercise price of the Right.
  
            In the event that, following the Distribution Date, any person or
  group of affiliated or associated persons becomes the beneficial owner of 15% or
  more of the outstanding Common Shares (but does not acquire the Company, which
  is dealt with above, and except pursuant to a tender offer for all of the Common
  Shares at a price and on terms determined by a majority of the Continuing
  Directors to be fair to and otherwise in the best interests of the Company and
  its stockholders), each holder of a Right, other than Rights beneficially owned
  by the Acquiring Person (which will thereafter be void), will thereafter have
  the right to receive upon exercise that number of Common Shares (or cash, other
  securities or property, at the discretion of the Board of Directors) having a
  market value of two times the exercise price of the Right.
  
            In the event that any person or group of affiliated or associated 
  persons becomes the beneficial owner of 15% or more, but less than 50%, of the 
  outstanding Common Shares, the Board of Directors may exchange all or part of
  the then outstanding and exercisable Rights (excluding any Rights voided as 
  discussed above) for Common Shares of the Company at a one-to-one exchange 
  ratio, subject to adjustment for splits, dividends and the like.
     
            With certain exceptions, no adjustment in the Purchase Price will be 
  required until cumulative adjustments require an adjustment of at least 1% in 
  such Purchase Price.  No fractional Preferred Shares will be issued (other than 
  fractions which are integral multiples of one one-hundredth of a Preferred
  Share, which may, at the election of the Company, be evidenced by depositary
  receipts) and, in lieu thereof, an adjustment in cash will be made based on the
  market price of the Preferred Shares on the last trading day prior to the date
  of exercise.
  
            At any time prior to the tenth (10th) business day after the
  Distribution Date (unless the Board of Directors extends such ten (10) day
  period), the Board of Directors of the Company may redeem the Rights in whole,
  but not in part, at a price of $0.0001 per Right (the "Redemption Price"). The
  redemption of the Rights may be made effective at such time on such basis and
  with such conditions as the Board of Directors in its sole discretion may
  establish. Immediately upon any redemption of the Rights, the right to exercise
  the Rights will terminate and the only right of the holders of Rights will be to
  receive the Redemption Price. The Rights are also redeemable under other
  circumstances as specified in the Rights Agreement.
  
            The terms of the Rights may be amended by the Board of Directors of 
  the Company without the consent of the holders of the Rights, including an 
  amendment to lower certain thresholds described above to not less than the 
  greater of (i) any percentage greater than the largest percentage of the 
  outstanding Common
  
                                         3
  
  <PAGE>
   
  Shares then known to the Company to be beneficially owned by any person or group
  of affiliated or associated persons and (ii) 10%, except that from and after the
  Distribution Date no such amendment may adversely affect the interests of the 
  holders of the Rights.
  
                Until a Right is exercised, the holder thereof, as such, will have
  no rights as a stockholder of the Company, including, without limitation, the
  right to vote or to receive dividends.
  
                The Rights have certain anti-takeover effects.  The Rights will 
  cause substantial dilution to a person or group that attempts to acquire the 
  Company on terms not approved by the Company's Board of Directors, except 
  pursuant to an offer conditioned on a substantial number of Rights being 
  acquired.  The Rights should not interfere with any merger or other business 
  combination approved by the Board of Directors since the Rights may be redeemed
  by the Company at the Redemption Price prior to the occurrence of a Distribution
  Date.
  
                The Rights Agreement, dated as of October 1, 1997, between the 
  Company and the Rights Agent, specifying the terms of the Rights, is attached 
  hereto as an exhibit and is incorporated herein by reference.  The foregoing 
  description of the Rights is qualified in its entirety by reference to such 
  exhibit.  The Certificate of Designation for the Series A Junior Participating 
  Preferred Stock is attached hereto as an exhibit.  The foregoing description of 
  the Series A Junior Participating Preferred Stock is qualified in its entirety 
  by reference to such exhibit.
  
  
  Item 7.  Exhibits.
           --------
  
           3    Certificate of Designation for the Series A Junior Participating
                Preferred Stock, as filed with the Delaware Secretary of State on
                October 8, 1997.
  
           4    Rights Agreement, dated as of October 1, 1997, between the Company
                and BankBoston, N.A., which includes the form of Certificate of
                Designation for the Series A Junior Participating Preferred Stock
                as Exhibit A, the form of Right Certificate as Exhibit B and the
                Summary of Rights to Purchase Preferred Shares as Exhibit C.
                Pursuant to the Rights Agreement, printed Right Certificates will
                not be mailed until as soon as practicable after the earlier of
                the tenth (10th) business day after public announcement that a
                person or group has acquired beneficial ownership of 15% or more
                of the Common Shares or the tenth (10th) business day (or such
                later date as may be determined by action of the Board of
                Directors) after a person commences, or announces its intention to
                commence, a tender offer or exchange offer the consummation of
                which would result in the beneficial ownership by a person or
                group of 15% or more of the Common Shares.
  
                                        4.
  
  <PAGE>
   
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the 
  Registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
  
                                          P-COM, INC.
  
  
  
  DATE:  October 14, 1997                 By: /s/ George P. Roberts
                                              ---------------------
                                              Name: George P. Roberts
                                              Title:  Chairman and Chief Executive
                                                      Officer
  <PAGE>
   
                                   EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                        DOCUMENT DESCRIPTION
  ------                        --------------------
  
    3         Certificate of Designation for the Series A Junior Participating
              Preferred Stock, as filed with the Delaware Secretary of State on
              October 8, 1997.
  
    4         Rights Agreement, dated as of October 1, 1997, between the Company
              and BankBoston, N.A., which includes the form of Certificate of
              Designation for the Series A Junior Participating Preferred Stock as
              Exhibit A, the form of Right Certificate as Exhibit B and the
              Summary of Rights to Purchase Preferred Shares as Exhibit C.
              Pursuant to the Rights Agreement, printed Right Certificates will
              not be mailed until as soon as practicable after the earlier of the
              tenth (10th) business day after public announcement that a person or
              group has acquired beneficial ownership of 15% or more of the Common
              Shares or the tenth (10th) business day (or such later date as may
              be determined by action of the Board of Directors) after a person
              commences, or announces its intention to commence, a tender offer or
              exchange offer the consummation of which would result in the
              beneficial ownership by a person or group of 15% or more of the
              Common Shares.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 16013}]
metadata_filer: {"company-data": {"conformed-name": "P-COM INC", "cik": "0000935493", "assigned-sic": "3663", "irs-number": "770289371", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13475", "film-number": "97695417"}, "business-address": {"street1": "3175 S WINCHESTER BLVD", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088663666"}, "mail-address": {"street1": "3175 S WINCHESTER BLVD", "street2": "P-COM INC", "city": "CAMPBELL", "state": "CA", "zip": "95008"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                  --------------
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
  
                          Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported)  September 26, 1997
                                                  --------------------------------
  
                                    P-COM, INC.
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
           Delaware                   0-25356                    77-0289371
  --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission                 (IRS Employer
       of incorporation)            File Number)             Identification No.)
  
  3175 S. Winchester Boulevard, Campbell, California               95008
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)
  
  Registrant's telephone number, including area code     (408) 866-3666
                                                    ------------------------------
  
                                       None
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
           ------------
  
                On September 26, 1997, the Board of Directors of P-Com, Inc. (the 
  "Company") declared a dividend of one preferred share purchase right (a "Right")
  for each outstanding share of common stock, $0.0001 par value (the "Common 
  Shares"), of the Company.  The dividend is payable on November 3, 1997 (the 
  "Record Date") to the stockholders of record on that date.  Each Right entitles 
  the registered holder to purchase from the Company one one-hundredth of a share 
  of Series A Junior Participating Preferred Stock, $0.0001 par value (the 
  "Preferred Shares"), of the Company at a price of $125.00 per one one-hundredth 
  of a Preferred Share (the "Purchase Price"), subject to adjustment.  The 
  description and terms of the Rights are set forth in a Rights Agreement (the 
  "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent 
  (the "Rights Agent").
  
                Until the earlier to occur of (i) ten (10) business days following
  a public announcement that a person or group of affiliated or associated persons
  (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the
  outstanding Common Shares or (ii) ten (10) business days (or such later date as
  may be determined by action of the Board of Directors prior to such time as any
  Person becomes an Acquiring Person) following the commencement of, or
  announcement of an intention to make, a tender offer or exchange offer the
  consummation of which would result in the beneficial ownership by a person or
  group of 15% or more of such outstanding Common Shares (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the Record
  Date, by such Common Share certificate with a Summary of the Rights Agreement
  attached thereto.
  
                The Rights Agreement provides that, until the Distribution Date, 
  the Rights will be transferred with and only with the Common Shares.  Until the 
  Distribution Date (or earlier redemption or expiration of the Rights), new 
  Common Share certificates issued after the Record Date, upon transfer or new 
  issuance of Common Shares, will contain a notation incorporating the Rights 
  Agreement by reference.  Until the Distribution Date (or earlier redemption or 
  expiration of the Rights), the surrender for transfer of any certificates for 
  Common Shares outstanding as of the Record Date will also constitute the 
  transfer of the Rights associated with the Common Shares represented by such 
  certificate.  As soon as practicable following the Distribution Date, separate 
  certificates evidencing the Rights ("Right Certificates") will be mailed to 
  holders of record of the Common Shares as of the close of business on the 
  Distribution Date and such separate Right Certificates alone will evidence the 
  Rights.
  
                The Rights are not exercisable until the Distribution Date.  The 
  Rights will expire at the close of business on October 1, 2007 (the "Final 
  Expiration Date"), unless the Final Expiration Date is extended or unless the 
  Rights are earlier redeemed or exchanged by the Company, in each case as 
  described below.
  
                The Purchase Price payable, and the number of Preferred Shares or
  other securities or property issuable, upon exercise of the Rights are subject
  to adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or warrants to subscribe for or purchase Preferred Shares at a price, or
  securities convertible into Preferred Shares with a conversion price, less than
  the then current market price of the Preferred Shares, or (iii) upon the
  distribution to holders of the Preferred Shares of evidences of indebtedness or
  assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
                The number of outstanding Rights and the number of one 
  one-hundredths of a Preferred Share issuable upon exercise of each Right are 
  also subject to adjustment in the event of a stock split of the Common Shares or
  a stock dividend on the Common Shares payable in Common Shares or subdivisions, 
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
                                        2.
  Preferred Shares purchasable upon exercise of the Rights will not be 
  redeemable. Each Preferred Share will be entitled to an aggregate dividend of
  100 times the dividend declared per Common Share. In the event of liquidation,
  the holders of the Preferred Shares will be entitled to an aggregate payment of
  100 times the payment made per Common Share. Each Preferred Share will have 100
  votes, voting together with the Common Shares. Finally, in the event of any
  merger, consolidation or other transaction in which Common Shares are exchanged,
  each Preferred Share will be entitled to receive 100 times the amount received
  per Common Share. These rights are protected by customary antidilution
  provisions.
  
            Because of the nature of the Preferred Shares' dividend, liquidation 
  and voting rights, the value of the one one-hundredth interest in a Preferred 
  Share purchasable upon exercise of each Right should approximate the value of 
  one Common Share.
  
            In the event that, following the Distribution Date, the Company is
  acquired in a merger or other business combination transaction, or 50% or more
  of its consolidated assets or earning power are sold (except if such transaction
  has been approved by the Board of Directors prior to such transaction), proper
  provision will be made so that each holder of a Right will thereafter have the
  right to receive, upon the exercise thereof at the then current exercise price
  of the Right, that number of shares of common stock of the acquiring company
  which at the time of such transaction will have a market value of two times the
  exercise price of the Right.
  
            In the event that, following the Distribution Date, any person or
  group of affiliated or associated persons becomes the beneficial owner of 15% or
  more of the outstanding Common Shares (but does not acquire the Company, which
  is dealt with above, and except pursuant to a tender offer for all of the Common
  Shares at a price and on terms determined by a majority of the Continuing
  Directors to be fair to and otherwise in the best interests of the Company and
  its stockholders), each holder of a Right, other than Rights beneficially owned
  by the Acquiring Person (which will thereafter be void), will thereafter have
  the right to receive upon exercise that number of Common Shares (or cash, other
  securities or property, at the discretion of the Board of Directors) having a
  market value of two times the exercise price of the Right.
  
            In the event that any person or group of affiliated or associated 
  persons becomes the beneficial owner of 15% or more, but less than 50%, of the 
  outstanding Common Shares, the Board of Directors may exchange all or part of
  the then outstanding and exercisable Rights (excluding any Rights voided as 
  discussed above) for Common Shares of the Company at a one-to-one exchange 
  ratio, subject to adjustment for splits, dividends and the like.
     
            With certain exceptions, no adjustment in the Purchase Price will be 
  required until cumulative adjustments require an adjustment of at least 1% in 
  such Purchase Price.  No fractional Preferred Shares will be issued (other than 
  fractions which are integral multiples of one one-hundredth of a Preferred
  Share, which may, at the election of the Company, be evidenced by depositary
  receipts) and, in lieu thereof, an adjustment in cash will be made based on the
  market price of the Preferred Shares on the last trading day prior to the date
  of exercise.
  
            At any time prior to the tenth (10th) business day after the
  Distribution Date (unless the Board of Directors extends such ten (10) day
  period), the Board of Directors of the Company may redeem the Rights in whole,
  but not in part, at a price of $0.0001 per Right (the "Redemption Price"). The
  redemption of the Rights may be made effective at such time on such basis and
  with such conditions as the Board of Directors in its sole discretion may
  establish. Immediately upon any redemption of the Rights, the right to exercise
  the Rights will terminate and the only right of the holders of Rights will be to
  receive the Redemption Price. The Rights are also redeemable under other
  circumstances as specified in the Rights Agreement.
  
            The terms of the Rights may be amended by the Board of Directors of 
  the Company without the consent of the holders of the Rights, including an 
  amendment to lower certain thresholds described above to not less than the 
  greater of (i) any percentage greater than the largest percentage of the 
  outstanding Common
  
                                         3
  Shares then known to the Company to be beneficially owned by any person or group
  of affiliated or associated persons and (ii) 10%, except that from and after the
  Distribution Date no such amendment may adversely affect the interests of the 
  holders of the Rights.
  
                Until a Right is exercised, the holder thereof, as such, will have
  no rights as a stockholder of the Company, including, without limitation, the
  right to vote or to receive dividends.
  
                The Rights have certain anti-takeover effects.  The Rights will 
  cause substantial dilution to a person or group that attempts to acquire the 
  Company on terms not approved by the Company's Board of Directors, except 
  pursuant to an offer conditioned on a substantial number of Rights being 
  acquired.  The Rights should not interfere with any merger or other business 
  combination approved by the Board of Directors since the Rights may be redeemed
  by the Company at the Redemption Price prior to the occurrence of a Distribution
  Date.
  
                The Rights Agreement, dated as of October 1, 1997, between the 
  Company and the Rights Agent, specifying the terms of the Rights, is attached 
  hereto as an exhibit and is incorporated herein by reference.  The foregoing 
  description of the Rights is qualified in its entirety by reference to such 
  exhibit.  The Certificate of Designation for the Series A Junior Participating 
  Preferred Stock is attached hereto as an exhibit.  The foregoing description of 
  the Series A Junior Participating Preferred Stock is qualified in its entirety 
  by reference to such exhibit.
  
  Item 7.  Exhibits.
           --------
  
           3    Certificate of Designation for the Series A Junior Participating
                Preferred Stock, as filed with the Delaware Secretary of State on
                October 8, 1997.
  
           4    Rights Agreement, dated as of October 1, 1997, between the Company
                and BankBoston, N.A., which includes the form of Certificate of
                Designation for the Series A Junior Participating Preferred Stock
                as Exhibit A, the form of Right Certificate as Exhibit B and the
                Summary of Rights to Purchase Preferred Shares as Exhibit C.
                Pursuant to the Rights Agreement, printed Right Certificates will
                not be mailed until as soon as practicable after the earlier of
                the tenth (10th) business day after public announcement that a
                person or group has acquired beneficial ownership of 15% or more
                of the Common Shares or the tenth (10th) business day (or such
                later date as may be determined by action of the Board of
                Directors) after a person commences, or announces its intention to
                commence, a tender offer or exchange offer the consummation of
                which would result in the beneficial ownership by a person or
                group of 15% or more of the Common Shares.
  
                                        4.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the 
  Registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
                                          P-COM, INC.
  
  DATE:  October 14, 1997                 By: /s/ George P. Roberts
                                              ---------------------
                                              Name: George P. Roberts
                                              Title:  Chairman and Chief Executive
                                                      Officer
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                        DOCUMENT DESCRIPTION
  ------                        --------------------
  
    3         Certificate of Designation for the Series A Junior Participating
              Preferred Stock, as filed with the Delaware Secretary of State on
              October 8, 1997.
  
    4         Rights Agreement, dated as of October 1, 1997, between the Company
              and BankBoston, N.A., which includes the form of Certificate of
              Designation for the Series A Junior Participating Preferred Stock as
              Exhibit A, the form of Right Certificate as Exhibit B and the
              Summary of Rights to Purchase Preferred Shares as Exhibit C.
              Pursuant to the Rights Agreement, printed Right Certificates will
              not be mailed until as soon as practicable after the earlier of the
              tenth (10th) business day after public announcement that a person or
              group has acquired beneficial ownership of 15% or more of the Common
              Shares or the tenth (10th) business day (or such later date as may
              be determined by action of the Board of Directors) after a person
              commences, or announces its intention to commence, a tender offer or
              exchange offer the consummation of which would result in the
              beneficial ownership by a person or group of 15% or more of the
              Common Shares.