UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-KSB/A
(Amendment No. One)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission file number 0-8187
GREENBRIAR CORPORATION
(Formerly Medical Resource Companies of America)
(Name of Small Business Issuer in its charter)
Nevada 75-2399477
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4265 Kellway Circle, Addison, Texas 75244
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number, including area code: (214) 407-8400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $.01 par value American Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
NO YES X
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year were: $ 9,710,000
The aggregate market value of the voting stock held by non-affiliates of the issuer, computed by reference to the closing sales price on March 26, 1996, was approximately $14,200,000.
At March 26, 1996, the issuer had outstanding approximately 3,440,000 shares of par value $.01 common stock.
Documents Incorporated by Reference
Part III of this Annual Report on Form 10-KSB incorporates certain information
by reference from the definitive Proxy Statement for the registrant's Annual
Meeting of Stockholders scheduled to be held on May 24, 1996.
Transitional Small Business Disclosure Format (check one):
Yes No X
TABLE OF CONTENTS
PART III
ITEM 13: EXHIBITS, LIST AND REPORTS ON FORM 8-K............................... 1
ITEM 13: EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) The following exhibits required to be filed by Item 601 of Regulation S-B are filed as part of this Annual Report on Form 10-KSB:
Exhibit
Number Description of Exhibits
- ------ -----------------------
3.1 Articles of Incorporation of Medical Resource Companies of America
("Registrant") (filed as Exhibit 3.1 to Registrant's Form S-4
Registration Statement, Registration No. 33-55968, and incorporated
herein by this reference).
*3.1.1 Restated Articles of Incorporation of Greenbriar Corporation.
3.2 Bylaws of Registrant (filed as Exhibit 3.2 to Registrant's Form S-4
Registration Statement, Registration No. 33-55968, and incorporated
herein by this reference).
3.2.1 Amendment to Section 3.1 of the Bylaws of Registrant adopted upon
approval of the Merger(filed as Exhibit 3.2.1 to Registrant's Form S-4
Registration Statement, Registration No. 33-55968, and incorporated
herein by this reference).
*3.3 Certificate of Decrease in Authorized and Issued Shares.
4.1 Certificate of Designations, Preferences and Rights of Preferred Stock
dated October 7, 1992 relating to Registrant's Series A Preferred
Stock (filed as Exhibit 4.1 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
4.1.2 Certificate of Designations, Preferences and Rights of Preferred Stock
dated May 7, 1993, relating to Registrant's Series B Preferred Stock
(filed as Exhibit 4.1.2 to Registrant's Form S-3 Registration
Statement, Registration No. 33-64840, and incorporated herein by this
reference.
4.1.3 Certificate of Designations, Preferences and Rights of Preferred Stock
dated August 18, 1993, relating to Registrants' Series C Preferred
Stock (filed as Exhibit 4.1.3 to Registrant's Form 10-KSB for the year
ended December 31, 1993).
*4.1.3.1 Amendment to Certificate of Designations, Preferences and Rights of
Preferred Stock dated August 18, 1993, relating to Registrants' Series
C Preferred Stock.
*4.1.4 Certificate of Designations, Preferences and Rights of Preferred Stock
dated March 15, 1996, relating to Registrants' Series D Preferred
Stock.
*4.1.5 Certificate of Designations, Preferences and Rights of Preferred Stock
dated March 15, 1996, relating to Registrants' Series E Preferred
Stock.
4.3.2 Registration Rights Agreement dated April 27,1990 between Registrant's
predecessor and International Health Products, Inc. (assumed by
Registrant), which has been assigned to JRG Investments, Inc.,
relating to 4,150,000 shares of Registrant' Common Stock, the
benefits of which were further assigned to Professional Investors
Insurance, Inc. as to 600,000 shares in November 1992(filed on June 5,
1990, as an Exhibit to the Registrant's predecessor's Current Report
on Form 8-K and incorporated herein by reference).
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Exhibit
Number Description of Exhibits
- ------ -----------------------
4.3.3 Form of Assignment of Registration Rights Agreement dated September
30, 1992 between JRG Investments, Inc. and Professional Investors
Insurance, Inc. relating to 600,000 shares of Registrant's Common
Stock (filed as Exhibit 4.3.3 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
4.4 Form of Registration Rights Agreement dated December 1, 1991 between
Registrant and W. Michael Gilley (filed as Exhibit 4.4 to Registrant's
Form S-4 Registration Statement, Registration No. 33-55968, and
incorporated herein by this reference).
4.5.1 Stock Purchase Agreement dated May 7, 1993 for the purchase of
Complete Corporation and Remuda Acquisition Corporation (filed as
Exhibit 4.5.1 to Registrant's Form 10-KSB for the year ended December
31, 1993).
4.5.2 Registration Rights Agreement dated May 7, 1993 granted to the
shareholders of Complete Corporation and Remuda Acquisition Corp.
(filed as Exhibit 4.5.2 to Registrant's Form 10-KSB for the year ended
December 31, 1993).
4.5.3 Agreement and Plan of Merger dated June 30, 1994 with New Life
Treatment Centers, Inc. relating to the disposition of Remuda Ranch
Center for Anorexia and Bulimia, Inc. (filed as Exhibit 4.5.3 to
Registrant's Form 10-KSB for the year ended December 31, 1994).
4.5.4 Amended and Restated Certificate of Incorporation of New Life
Treatment Centers, Inc. (filed as Exhibit 4.5.4 to Registrant's Form
10-KSB for the year ended December 31, 1994).
4.5.5 Registration Right Agreement dated July 29, 1994 re. New Life
Treatment Centers, Inc. (filed as Exhibit 4.5.5 to Registrant's Form
10-KSB for the year ended December 31, 1994).
4.5.6 Restricted Stock Agreement dated July 29, 1994 re. New Life Treatment
Centers, Inc.(filed as Exhibit 4.5.6 to Registrant's Form 10-KSB for
the year ended December 31, 1994).
4.6.1 Stock Purchase Agreement dated August 16, 1993 for the issuance of
Series C Preferred Stock (filed as Exhibit 4.6.1 to Registrant's Form
10-KSB for the year ended December 31, 1993).
4.6.2 Stock Purchase Agreement dated August 16, 1993 between Clay Capital
Corporation and Altman Nursing, Inc. (filed as Exhibit 4.6.2 to
Registrant's Form 10-KSB for the year ended December 31, 1993).
4.7.1 Stock Purchase Agreement dated January 30, 1996 between Joseph L.
Durant, Innovative Health Services, Inc. and Medical Resource
Companies of America (filed as Exhibit 4.7.1 to Registrant's Form 8-K,
dated February 20, 1996, and incorporated herein by this reference).
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Exhibit
Number Description of Exhibits
- ------ -----------------------
4.8.1 Stock Purchase Agreement dated March 15, 1996 between Wedgwood
Retirement Inns, Inc., Victor L. Lund, Paul Dendy, Mark Hall, Frank R.
Reeves, Doris Thornsbury, Teresa Waldroff and Medical Resource
Companies of America (filed with Registrant's 8-K, dated March 15,
1996, and incorporated herein by this reference).
4.8.2 Amendment to Stock Purchase Agreement (dated March 15, 1996) dated
March 15, 1996 between Wedgwood Retirement Inns, Inc., Victor L. Lund,
Paul Dendy, Mark Hall, Frank R. Reeves, Doris Thornsbury, Teresa
Waldroff and Medical Resource Companies of America (filed with
Registrant's 8-K, dated March 15, 1996, and incorporated herein by
this reference).
10.1 Real Estate Lease of Alpha Mobility, Inc. (filed as Exhibit 10.1 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.3.2 Form of $62,500 Promissory Note dated December 27, 1991 payable to
Registrant by Gene S. Bertcher representing the purchase price for
250,000 shares of Registrant's Common Stock (filed as Exhibit 10.3.2
to Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.3.3 Form of Renewal of Promissory Note dated October 14, 1992 extending
the maturity date of the Promissory Note referenced in Exhibit 10.3.2
(filed as Exhibit 10.3.3 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
10.3.4 Form of Security Agreement - Pledge (Nonrecourse) between Gene S.
Bertcher and Registrant securing the Promissory Note referenced in
Exhibit 13.3.2. (filed as Exhibit 10.3.4 to Registrant's Form S-4
Registration Statement, Registration No. 33-55968, and incorporated
herein by this reference).
10.4.1 Form of Stock Option to purchase 150,000 shares of Registrant's Common
Stock issued to Robert L. Griffis on October 12, 1992 (filed as
Exhibit 10.4.1 to Registrant's Form S-4 Registration Statement,
Registration No. 33-55968, and incorporated herein by this reference).
10.4.2 Form of $75,000 Promissory Note dated October 12, 1992 payable to
Registrant by Robert L. Griffis representing the purchase price for
150,000 shares of Registrant's Common Stock (filed as Exhibit 10.4.2
to Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.4.3 Form of Security Agreement - Pledge (Nonrecourse) between Registrant
and Robert L. Griffis securing the Promissory Note referenced in
Exhibit 10.4.2 (filed as Exhibit 10.4.3 to Registrant's Form S-4
Registration Statement, Registration No. 33-55968, and incorporated
herein by this reference).
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Exhibit
Number Description of Exhibits
- ------ -----------------------
10.6.1 Form of Stock Option to purchase 100,000 shares of Registrant's Common
Stock issued to Oscar Smith on October 1, 1992 (filed as Exhibit
10.6.1 to Registrant's Form S-4 Registration Statement, Registration
No. 33-55968, and incorporated herein by this reference).
10.6.2 Form of $50,000 Promissory Note dated October 1, 1992 payable to
Registrant by Oscar Smith representing the purchase price for 100,000
shares of Registrant's Common Stock (filed as Exhibit 10.6.2 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.6.3 Form of Security Agreement - Pledge (Nonrecourse) between Registrant
and Oscar Smith securing the Promissory Note referenced in Exhibit
10.6.2 (filed as Exhibit 10.6.3 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
10.7.1 Form of Stock Option to purchase 80,000 shares of Registrant's Common
Stock issued to Lonnie Yarbrough on October 12, 1992 (filed as Exhibit
10.7.1 to Registrant's Form S-4 Registration Statement, Registration
No. 33-55968, and incorporated herein by this reference).
10.7.2 Form of $40,000 Promissory Note dated October 12, 1992 payable to
Registrant by Lonnie Yarbrough representing the purchase price for
80,000 shares of Registrant's Common Stock (filed as Exhibit 10.7.2 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.7.3 Form of Security Agreement - Pledge (Nonrecourse) between Registrant
and Lonnie Yarbrough securing the Promissory Note referenced in
Exhibit 10.7.2 (filed as Exhibit 10.7.3 to Registrant's Form S-4
Registration Statement, Registration No. 33-55968, and incorporated
herein by this reference).
10.8.1 Form of Stock Option to purchase 80,000 shares of Registrant's Common
Stock issued to Dennis McGuire on October 1, 1992 (filed as Exhibit
10.8.1 to Registrant's Form S-4 Registration Statement, Registration
No. 33-55968, and incorporated herein by this reference).
10.8.2 Form of $40,000 Promissory Note dated October 1, 1992 payable to
Registrant by Dennis McGuire representing the purchase price for
80,000 shares of Registrant's Common Stock (filed as Exhibit 10.8.2 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.8.3 Form of Security Agreement - Pledge (Nonrecourse) between Registrant
and Dennis McGuire securing the Promissory Note referenced in Exhibit
10.8.2 (filed as Exhibit 10.8.3 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
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Exhibit
Number Description of Exhibits
- ------ -----------------------
10.9.1 Form of Stock Option to purchase 10,000 shares of Registrant's Common
Stock issued to Michael Merrell on October 12, 1992 (filed as Exhibit
10.9.1 to Registrant's Form S-4 Registration Statement, Registration
No. 33-55968, and incorporated herein by this reference).
10.9.2 Form of $5,000 Promissory Note dated October 12, 1992 payable to
Registrant by Michael Merrell representing the purchase price for
10,000 shares of Registrant's Common Stock (filed as Exhibit 10.9.2 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.9.3 Form of Security Agreement - Pledge (Nonrecourse) between Registrant
and Michael Merrell securing the Promissory Note referenced in Exhibit
10.9.2 (filed as Exhibit 10.9.3 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
10.9.4 Form of $187,000 promissory note dated December 29, 1994, payable to
Registrant by W. Michael Gilley representing the purchase price for
150,000 shares of Registrant's Common Stock (filed as Exhibit 10.9.4
to Registrant's Form 10-KSB for the year ended December 31, 1994).
10.9.5 Form of Security Agreement-Pledge between Registrant and W. Michael
Gilley securing the promissory note referenced in Exhibit 10.9.4
(filed as Exhibit 10.9.5 to Registrant's Form 10-KSB for the year
ended December 31, 1994).
10.9.6 Form of $62,500 promissory note dated December 29, 1994, payable to
Registrant by .A. Tuttle representing the purchase price of 50,000
shares of Registrant's common stock (filed as Exhibit 10.9.6 to
Registrant's Form 10-KSB for the year ended December 31, 1994).
10.9.7 For of Security Agreement-Pledge between Registrant and L.A. Tuttle
securing the promissory note reference in Exhibit 10.9.6 (filed as
Exhibit 10.9.7 to Registrant's Form 10-KSB for the year ended December
31, 1994).
10.11 Stock Exchange Agreement dated December 31, 1991 for the acquisition
of CareAmerica, Inc. (filed as Exhibit 10.13 to Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1991 and
incorporated herein by reference).
10.12 Employment Agreement and Agreement Not to Compete between Registrant
and Dennis McGuire dated November 1, 1990 (filed as Exhibit 10.12 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
10.13 Registrant's 1992 Stock Option Plan (filed as Exhibit 10.13 to
Registrant's Form S-4 Registration Statement, Registration No.
33-55968, and incorporated herein by this reference).
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Exhibit Number Description of Exhibits - ------ ----------------------- |
10.13.1 Amendment to Registrant's 1992 Stock Option Plan (filed as Exhibit 10.13.1 to Registrant's Form 10-KSB for year ended December 31, 1994).
10.20.2 Contract of Sale dated December 28, 1994 with Autumn America Retirement, Ltd. regarding the sale of Fountainview Retirement Center (filed as Exhibit 10.20.2 to Registrant's Form 10-KSB for year ended December 31, 1994).
10.20.3 Exchange Agreement dated December 20, 1994 to settle the Fountainview second mortgage profit participation, (filed as Exhibit 10.20.3 to Registrant's Form 10-KSB for year ended December 31, 1994).
10.21.1 Extended and Consolidated Promissory Note in the principal amount of $5,700,000 dated effective May 23, 1992 payable by JRG Investment Co., Inc. to M.S. Holding Co. Corp. (filed as Exhibit 10.22.1 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
10.21.2 Extended and Consolidated Pledge Agreement dated effective May 23, 1992 between JRG Investment Co., Inc. and M.S. Holding Co. Corp. securing the Note referenced in Exhibit 10.22.1 (filed as Exhibit 10.22.2 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
10.21.3 Pledge Agreement dated as of May 23, 1992 between James R. Gilley and M.S. Holding Co. Corp. (filed as Exhibit 10.22.3 to Registrant's Form S-4 Registration Statement, Registration No.33-55968, and incorporated herein by this reference).
10.21.4 Irrevocable Proxy from James R. Gilley to M.S. Holding Co. Corp. relating to shares of capital stock of JRG Investment Co., Inc. (filed as Exhibit 10.22.4 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
10.21.5 Blank Assignment and Power of Attorney signed by JRG Investment Co., Inc. relating to 482,000 shares of Registrant's Common Stock (filed as Exhibit 10.22.5 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
10.21.6 Blank Assignment and Power of Attorney signed by JRG Investment Co., Inc. relating to 1,268,000 shares of Registrant's Common Stock(filed as Exhibit 10.22.6 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
10.21.7 Three Blank Assignments and Powers of Attorney signed by JRG Investment Co., Inc., each relating to 600,000 shares of Registrant's Common Stock (filed as Exhibit 10.22.7 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
10.21.8 Blank Assignment and Power of Attorney signed by JRG Investment Co., Inc. relating to 2,281,818 shares of Registrant's Common Stock (filed as Exhibit 10.22.8 to Registrant's Form S-4 Registration Statement, Registration No. 33-55968, and incorporated herein by this reference).
Exhibit Number Description of Exhibits - ------ ----------------------- |
10.21.9 Blank Assignment and Power of Attorney signed by JRG Investment Co., Inc. relating to 905,557 shares of Registrant's Series A Preferred
Stock (filed as Exhibit 10.22.9 to Registrant's Form S-4 Registration
Statement, Registration No. 33-55968, and incorporated herein by this
reference).
10.22 Purchase and Sale Agreement dated February 1, 1993 for the purchase of
nursing homes in Houston and San Antonio, Texas (filed as Exhibit
10.23 to Registrant's Form S-4 Registration Statement, Registration
No. 33-55968, and incorporated herein by this reference).
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10.23.3 Assets Purchase Agreement dated December 13, 1994 with Hermann Park Manor and HCCI-Houston, Inc. for the Sale of Hermann Park manor (filed as Exhibit 10.23.3 to Registrant's Form 10-KSB for the year ended December 31, 1994).
10.23.4 Assets Purchase Agreement dated December 13, 1994 with Alta Vista Nursing Center, Inc. and HCCI-Houston, Inc. for the Sale of Alta Vista Nursing Center (filed as Exhibit 10.23.4 to Registrant's Form 10-KSB for the year ended December 31, 1994).
10.25.1 Agreement dated September 14, 1994 to terminate and settle Executive Employment Agreement with Arthur G. Weiss (filed as Exhibit 10.25.1 to Registrant's Form 10- KSB for the year ended December 31, 1994).
10.30.2 Memorandum of Understanding amending Exhibit 10.30.1.(Filed as Exhibit 10.30.2 to Registrant's Form 10-KSB for the year ended December 31, 1993).
10.30.3 Letter dated January 6, 1995, terminating Stock Purchase Agreement relating to Bankers Protective Life Insurance Company. (Filed as Exhibit 10.30.3 to Registrant's Form 10-KSB for the year ended December 31, 1994).
10.33 Stock Option Agreement dated November 21, 1993 between Registrant and
Arthur G. Weiss. (Filed as Exhibit 10.33 to Registrant's Form 10-KSB
for the year ended December 31, 1993).
10.34 Stock Option Agreement dated November 21, 1993 between Registrant and
Gene S. Bertcher. (Filed as Exhibit 10.34 to Registrant's Form 10-KSB
for the year ended December 31, 1993).
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10.35.1 Purchase Agreement dated December 6, 1994 with Arizona Baptist Retirement Centers, Inc. for the Sale of Rivermont at the Trails. (Filed as Exhibit 10.35.1 to Registrant's Form 10-KSB for the year ended December 31, 1994).
11.1 Statement Regarding Computation of Earnings per Share of Registrant.
Exhibit Number Description of Exhibits - ------ ----------------------- 22.1 Subsidiaries of Registrant. **23.1 Consent of Grant Thornton. |
* Filed with the original of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, filed with the Securities and Exchange Commission on April 14, 1996, and incorporated herein by reference.
** Filed herewith.
b) Reports on Form 8-K - None
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act"), and Rule 12b-15 promulgated thereunder, the Company has duly caused this Amendment No. One to its Annual Report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENBRIAR CORPORATION
April 30, 1996 By: /s/ Gene S. Bertcher
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Gene S. Bertcher, Director,
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated March 8, 1996, accompanying the consolidated financial statements included in the Annual Report of Greenbriar Corporation on Form 10-KSB for the year ended December 31, 1995. We hereby consent to the incorporation by reference of said report in the Registration Statements of Greenbriar Corporation on Form S-3 (File No. 33-64840) and Form S-8 (File No. 33-65856).
/s/ Grant Thornton LLP GRANT THORNTON LLB Dallas, Texas May 1, 1996 |