EXHIBIT 99.1

                                                              September 19, 1997

To Our Shareholders:

         We are pleased to inform you that your Company has adopted a new share
purchase rights plan. The new rights plan replaces the Company's former existing
rights plan, which expired on September 18, 1997.

         This action was taken after careful study and was not taken in response
to any pending takeover or proposed change in control of the Company. Like the
Company's former rights plan, the new plan is intended to protect the Company
and its shareholders from potentially coercive takeover practices or takeover
bids which are inconsistent with the interests of the Company and its
shareholders. The plan is not intended to deter unsolicited offers that would
provide superior long-term value to all of the Company's shareholders. The
adoption of a share purchase rights plan has become common practice in major
American companies and a well accepted approach to ensuring that all
shareholders receive a fair price and are treated equally in the event of a
takeover.

         To effect the plan, the Board of Directors declared a dividend of one
share purchase right for each outstanding share of the Company's common stock.
The distribution is being made to shareholders of record as of the close of
business on September 19, 1997.

         Under the plan, the rights will initially trade together with the
Company's common stock and will not be exercisable. In the absence of further
Board action, the rights generally will become exercisable and allow the holder
to acquire the Company's common stock at a discounted price if a person or group
acquires 20 percent or more of the Company's common stock. Rights held by
persons who exceed the applicable threshold will be void. Under certain
circumstances, the rights will entitle the holder to buy shares in an acquiring
entity at a discounted price.

         The plan also includes an exchange option. In general, after the rights
become exercisable, the Board of Directors may, at its option, effect an
exchange of part or all of the rights (other than rights that have become void)
for shares of the Company's common stock. Under this option, the Company would
issue one share of common stock for each right, subject to adjustment in certain
circumstances.



         The Company's Board of Directors may, at its option, redeem all rights
for $.01 per right, generally at any time prior to the rights becoming
exercisable. The rights will expire September 19, 2007, unless earlier redeemed,
exchanged or amended by the Directors.

         The issuance of the rights is not a taxable event, will not affect the
Company's reported financial condition or results of operations (including
earnings per share), should not interfere with the Company's operating,
financing or investing activities and will not change the way in which the
Company's common stock is currently traded.

         A summary of the share purchase rights plan (which explains the terms
and nature of the rights) is enclosed. Shareholders are urged to review the
summary carefully and retain it with their permanent records.

         In adopting the share purchase rights plan, the Board has expressed its
confidence in the Company's future and its determination that you, our
shareholders, be given every opportunity to participate fully in that future.

                                       On Behalf of the Directors,

                                       M. Thomas Moore
                                       Chairman and Chief Executive Officer

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