-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiDvbyfeQlEAM91X2+UDymhj5NIvS73i3OnN5BOnHmIE8fEEOGT5xQF0EDLbllCp 3r4K4GOH+zqGnou4KPEUqg== 0000950152-97-005335.txt : 19970725 0000950152-97-005335.hdr.sgml : 19970725 ACCESSION NUMBER: 0000950152-97-005335 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970724 EFFECTIVENESS DATE: 19970724 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIEBOLD INC CENTRAL INDEX KEY: 0000028823 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 340183970 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31993 FILM NUMBER: 97644833 BUSINESS ADDRESS: STREET 1: P.O. BOX 8230 CITY: CANTON STATE: OH ZIP: 44711-8230 BUSINESS PHONE: 2164894000 MAIL ADDRESS: STREET 1: PO BOX 8230 CITY: CANTON STATE: OH ZIP: 44711-8230 S-8 1 DIEBOLD, INCORPORATED S-8 1 As filed with the Securities and Exchange Commission on July 24, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- DIEBOLD, INCORPORATED (Exact name of registrant as specified in charter) OHIO 34-0183970 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 (Address, including ZIP Code, of registrant's principal executive offices) DIEBOLD, INCORPORATED 1997 MILESTONE STOCK OPTION PLAN (Full title of the plan) Warren W. Dettinger Vice President and General Counsel Diebold, Incorporated 5995 Mayfair Road, P.O. Box 3077 North Canton, Ohio 44720-8077 (330) 489-4000 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------- Title of securities Amount Proposed maximum Proposed maximum Amount of to be to be offering price aggregate registration registered registered(1) per share(2) offering price(2) fee(2) - -------------------------------------------------------------------------------------------- Common Shares of the par value of 560,000 $43.8125 $24,535,000 $7,434.85 $1.25 per share (1) The total number of shares of common stock reserved and available for distribution. Pursuant to Rule 416, this Form S-8 Registration Statement shall be deemed to cover any additional securities issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) The registration fee has been calculated in accordance with Rule 457(h) based on the average of the high and low prices of such securities reported on the New York Stock Exchange on July 22, 1997, which average was 43.8125.
2 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by Diebold, Incorporated (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (1) Annual Report of the Company on Form 10-K for the Year ended December 31, 1996; (2) Quarterly Report of the Company on Form 10-Q dated April 30, 1997 for the Period ended March 31, 1997; (3) The description of the Company's Common Shares contained in the Company's Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendments and reports filed for the purpose of updating that description; and (4) The description of the Preferred Stock Purchase Rights contained in the Registration Statement on Form S-8 filed with the Commission on February 13, 1989. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. (Securities to be offered are registered under Section 12 of the Exchange Act). ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The general effect of the Company's Code of Regulations is to provide for the indemnification of its directors, officers and employees to the full extent permitted by the General Corporation Law of the State of Ohio. Section 1701.13 of the Ohio Revised Code generally permits indemnification of any director, officer or employee with respect to any proceeding against any such person provided that: (a) such person acted in good faith, (b) such person reasonably believed that the conduct was in or not opposed to the best interests of the corporation, and (c) in the case of criminal proceedings, such person had no reasonable cause to believe that the conduct was unlawful. Indemnification may be made against expenses (including attorneys' fees), judgments, fines and settlements actually and reasonably incurred by such person in connection with the proceeding; provided, however, that if the proceeding is one by or in the right of the corporation, indemnification may be made only against reasonable expenses (including attorneys' fees) and may not be made with respect to any proceeding in which the director, officer or employee has been adjudged to be liable to the corporation, except to the extent that the court in which the proceeding was brought shall determine, upon application, that such person is, in view of all the circumstances, entitled to indemnity for such expenses as the court shall deem proper. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent does not, of itself, create a presumption that the director, officer or employee did not meet the standard of conduct required for indemnification to be permitted. II - 2 3 Section 1701.13 of the General Corporation Law of the State of Ohio further provides that indemnification thereunder may not be made by the corporation unless authorized after a determination has been made that such indemnification is proper, with that determination to be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors not parties to the proceedings; (b) if such a quorum is not obtainable, or, even if obtainable, but a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; (c) by the shareholders; or (d) by the court in which the proceeding was brought. Finally, Section 1701.13 of the General Corporation Law of the State of Ohio provides that indemnification provided by that Section is not exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Code of Regulations or any agreement, vote of shareholders or disinterested directors or otherwise. The Company maintains insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him in any such capacity, subject to certain exclusions. The Company also maintains fiduciary liability insurance on behalf of any person involved in the management or administration of any employee benefit plan maintained by the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4(a) Diebold, Incorporated 1997 Milestone Stock Option Plan. 4(b) Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference). 4(c) Certificate of Amendment by Shareholders to Amended Articles of Incorporation of the Company (filed as Exhibit 3.2 to the Company's Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference). 4(d) Code of Regulations of the Company (filed as Exhibit 4(c) to the Company's Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-32960 and incorporated herein by reference). 4(e) Rights Agreement dated as of February 10, 1989 between Diebold, Incorporated and Bank of New York (filed as Exhibit 2.1 to the Company's Registration Statement on Form 8-A dated February 10, 1989, and incorporated herein by reference). 5 Opinion of Warren W. Dettinger, Vice President and General Counsel of the Company, as to the validity of securities registered hereunder. 23 Consent of KPMG Peat Marwick LLP. (Consent of counsel is included in Exhibit 5.) 24 Powers of Attorney on behalf of the directors and certain officers of the Company. II - 3 4 ITEM 9. 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 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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; (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 of 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 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 this registration statement 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 in 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 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 registrant 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II - 4 5 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 THIS REGISTRATION STATEMENT ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NORTH CANTON, STATE OF OHIO, ON THIS 24TH DAY OF JULY 1997. DIEBOLD, INCORPORATED By: /s/ Gerald F. Morris ---------------------------------- Name: Gerald F. Morris Title: Executive Vice President and Chief Financial Officer II - 5 6 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date --------- ----- ---- * /s/ Robert W. Mahoney Chairman of the Board and July 24, 1997 --------------------------- Chief Executive Officer Robert W. Mahoney (Principal Executive Officer) /s/ Gerald F. Morris Executive Vice President and July 24, 1997 --------------------------- Chief Financial Officer Gerald F. Morris (Principal Accounting and Financial Officer) * /s/ Louis V. Bockius III Director July 24, 1997 --------------------------- Louis V. Bockius III * /s/ Daniel T. Carroll Director July 24, 1997 --------------------------- Daniel T. Carroll * /s/ Richard L. Crandall Director July 24, 1997 --------------------------- Richard L. Crandall * /s/ Donald R. Gant Director July 24, 1997 --------------------------- Donald R. Gant * /s/ L. Lindsey Halstead Director July 24, 1997 --------------------------- L. Lindsey Halstead * /s/ Phillip B. Lassiter Director July 24, 1997 --------------------------- Phillip B. Lassiter * /s/ John N. Lauer Director July 24, 1997 --------------------------- John N. Lauer * /s/ William F. Massy Director July 24, 1997 --------------------------- William F. Massy * /s/ Gregg A. Searle Director July 24, 1997 ---------------------------- Gregg A. Searle * /s/ W. R. Timken, Jr. Director July 24, 1997 ---------------------------- W. R. Timken, Jr.
II - 6 7 *This registration statement has been signed on behalf of the above directors and certain officers by Gerald F. Morris, Executive Vice President and Chief Financial Officer of the Company, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24 to this registration statement. DATED: July 24, 1997 By: /s/ Gerald F. Morris --------------------- Gerald F. Morris, Attorney-in-Fact II - 7 8 EXHIBIT INDEX Exhibit Exhibit Number Description ------ ----------- 4(a) Diebold, Incorporated 1997 Milestone Stock Option Plan. 4(b) Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference). 4(c) Certificate of Amendment by Shareholders to Amended Articles of Incorporation of the Company (filed as Exhibit 3.2 to the Company's Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference). 4(d) Code of Regulations of the Company (filed as Exhibit 4(c) to the Company's Post- Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-32960 and incorporated herein by reference). 4(e) Rights Agreement dated as of February 10, 1989 between Diebold, Incorporated and Bank of New York (filed as Exhibit 2.1 to the Company's Registration Statement on Form 8-A dated February 10, 1989, and incorporated herein by reference). 5 Opinion of Warren W. Dettinger, Vice President and General Counsel of the Company, as to the validity of securities registered hereunder. 23 Consent of KPMG Peat Marwick LLP. (Consent of counsel is included in Exhibit 5.) 24 Powers of Attorney on behalf of the directors and certain officers of the Company. II - 8 EX-4.A 2 EXHIBIT 4(A) 1 Exhibit 4(a) DIEBOLD, INCORPORATED 1997 MILESTONE STOCK OPTION PLAN -------------------------------- 1. PURPOSE. The purpose of the 1997 Milestone Stock Option Plan (the "Plan") is to reward the employees of Diebold, Incorporated, InterBold and their subsidiaries (collectively, the "Company") for their part in helping the Company reach $1 billion in revenues in 1996, and to foster the interest of the Company's employees in the growth and development of the Company by encouraging stock ownership. 2. ELIGIBILITY. (A) ELIGIBLE. Each salaried or hourly-paid employee of the Company is eligible to be granted Common Shares under this Plan if: (1) based in the United States or its territories (other than certain designated expatriates); (2) employed full-time or regularly scheduled to work 20 or more hours weekly; (3) on the active payroll or approved leave of absence on both December 31, 1996 and March 3, 1997; and (4) not subject to an agreement with a specific separation date. (B) INELIGIBLE. Any individual who does not meet all the requirements discussed immediately above, or who provides services to the Company, directly or indirectly, on a leased, temporary, consulting, or other contracted basis or as part of an educational cooperative program, is ineligible to be granted Common Shares under this Plan. 3. SHARES AVAILABLE UNDER THE PLAN. Common Shares, par value $1.25 per share, of Diebold, Incorporated are subject to options granted under this Plan. Common Shares sold under this Plan may be treasury shares or shares of original issue or a combination of the two. Subject to adjustment under Paragraph 10 of this Plan, except as may be otherwise determined by the Board of Directors of Diebold, Incorporated, no more than 600,000 Common Shares may be sold upon the exercise of options under this Plan. 4. GRANT OF OPTION RIGHTS. Effective March 3, 1997, the Company has granted to each eligible employee options to purchase 100 Common Shares, at a per share exercise price of $41.94 which is equal to the February 28, 1997 fair market value per share, determined by averaging the high and low sales prices on the New York Stock Exchange, as reported by the Wall Street Journal (Midwest Edition). No option granted under the Plan will be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code. 5. EXERCISABILITY. (A) VESTING. The options will become exercisable only if the option holder has been continuously employed by the Company from the effective date of the grant through the earliest of the following: (1) the retirement of the option holder under a retirement plan of the Company or to which the Company has contributed (including any supplemental retirement plan) at or after the earliest voluntary retirement age defined in the applicable retirement plan or an earlier age with the consent of the Chief Executive Officer of Diebold, Incorporated; 2 (2) the death or permanent total disability, as determined by the Company, of the option holder while employed by the Company; or (3) March 3, 1999. (B) TERMINATION. The options terminate upon the earliest of the following dates: (1) 1 year after the death or permanent total disability, as determined by the Company, of the option holder while employed by the Company or within the 90-day period discussed immediately below; (2) 90 days after the option holder ceases to be employed by the Company for any reason (including layoff) other than: (a) the retirement of the option holder under a retirement plan of the Company or to which the Company has contributed (including any supplemental retirement plan) at or after the earliest voluntary retirement age defined in the applicable retirement plan or an earlier age with the consent of the Chief Executive Officer of Diebold, Incorporated; (b) the death or permanent total disability, as determined by the Company, of the option holder while employed by the Company; or (c) the termination of the option holder for cause, as discussed below; (3) the date of termination for cause, which means a termination due to the option holder's willful and continuous gross neglect of his or her duties for which the option holder is employed by the Company, or due to an act of dishonesty on the part of the option holder constituting a felony resulting or intended to result, directly or indirectly, in his or her gain for personal enrichment at the expense of the Company; or (4) March 2, 2002. C. METHOD OF EXERCISE. (1) NOTICE. An option holder may exercise an option by delivering to the Company a duly completed notice of exercise, using the form supplied by the Company. (2) PAYMENT OF OPTION PRICE. Unless otherwise consented to by the Company, the option price must be paid to the Company by check acceptable to the Company. (3) PARTIAL EXERCISE. The options are exercisable in whole or in part, but if in part they must be exercised in multiples of 25 shares. (4) NO VIOLATION. Under no circumstances will options be exercisable if exercise would involve a violation of any federal or state securities law. 6. TRANSFERABILITY. No options may be transferred other than by will or the laws of descent and distribution. 7. TAX WITHHOLDING. It is a condition to the exercise of options that the option holder pay or make provision satisfactory to the Company for withholding or payment of all taxes. 3 8. EMPLOYMENT. Nothing in this Plan alters the terms of an option holder's employment or the right of the Company to terminate an option holder. For purposes of this Plan only, the continuous employment of the option holder will not be considered interrupted by reason of transfer within the Company, temporary layoff not less than 90 days, or by reason of any leave of absence approved by the Chief Executive Officer of Diebold, Incorporated for illness, military or governmental service, or other approved cause. 9. ADMINISTRATION OF THE PLAN. The Plan will be administered only by the Board of Directors of Diebold, Incorporated, or its Compensation and Organization Committee. The Plan will be evidenced by a signed Agreement between each option holder and Diebold, Incorporated or InterBold. 10. ADJUSTMENT TO OPTIONS OR OPTION PRICE. The Board of Directors of Diebold, Incorporated, or its Compensation and Organization Committee, will, with sole discretion, exercised in good faith, adjust the option price and the number and kind of shares covered by this Plan, or replace outstanding options with alternative consideration, if the adjustment or replacement is equitably required to prevent dilution or enlargement of an option holder's rights as a result of any of the following transactions, or to facilitate any of the following transactions: (A) any stock dividend, stock split, combination of shares, issuance of rights or warrants to purchase stock, recapitalization or other change in the capital structure of the Company; (B) any merger, consolidation, separation, reorganization or partial or complete liquidation; or (C) any other corporate transaction or event having an effect similar to any of the foregoing. 11. CHANGE IN CONTROL. The Board of Directors of Diebold, Incorporated, or its Compensation and Organization Committee, may, with sole discretion, exercised in good faith, provide that options granted under this Plan become immediately exercisable in the event of a change in control of the Company or other similar transaction or event. EX-5 3 EXHIBIT 5 1 [DIEBOLD LETTERHEAD] Exhibit 5 July 24, 1997 Diebold, Incorporated P.O. Box 3077 North Canton, Ohio 44720 RE: 1997 MILESTONE STOCK OPTION PLAN Gentlemen: I have acted as counsel for Diebold, Incorporated, an Ohio corporation (the "Company"), in connection with the 1997 Milestone Stock Option Plan of the Company (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereupon I am of the opinion that the Common Shares of the par value of $1.25 per share that may be issued or transferred and sold pursuant to the Plan (and the authorized forms of Agreements thereunder) will be, when issued or transferred and sold in accordance with the Plan and such Agreements, duly authorized, validly issued, fully paid and nonassessable so long as the consideration received by the Company is at least equal to the par value of such shares. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company to effect registration of the shares to be issued and sold pursuant to the Plan under the Securities Act of 1933. Sincerely yours, /s/Warren W. Dettinger Warren W. Dettinger Vice President and General Counsel Diebold, Incorporated 5995 Mayfair Road P.O. Box 3077 North Canton, OH 44720-8077 Phone: (330) 490-4000 EX-23 4 EXHIBIT 23 1 Exhibit 23 Consent of KPMG Peat Marwick LLP -------------------------------- The Board of Directors Diebold, Incorporated: We consent to incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1997 Milestone Stock Option Plan of Diebold, Incorporated and in the related Prospectus of our report dated January 16, 1997, except for the first paragraph of Note 8, which is as of January 30, 1997, with respect to the consolidated financial statements and schedule of Diebold, Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. KPMG Peat Marwick LLP /s/KPMG Peat Marwick LLP Cleveland, Ohio July 24, 1997 EX-24 5 EXHIBIT 24 1 Exhibit 24 DIRECTORS AND CERTAIN OFFICERS OF DIEBOLD, INCORPORATED 1997 MILESTONE STOCK OPTION PLAN REGISTRATION STATEMENT ON FORM S-8 KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and certain officers of Diebold, Incorporated, a corporation organized and existing under the laws of the State of Ohio, do for themselves and not for another, constitute and appoint Warren W. Dettinger, Charee Francis-Vogelsang or Gerald F. Morris, or any one of them, a true and lawful attorney in fact in their names, place and stead, to sign their names to any proposed Form S-8 Registration Statement and any amendments to such statement, where use of a power of attorney is permitted, and to cause the same to be filed with the Securities and Exchange Commission; it being intended to give and grant unto said attorneys in fact and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises as fully and to all intents and purposes as the undersigned by themselves could do if personally present. The undersigned directors ratify and confirm all that said attorneys in fact or either of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date set opposite their signature.
Signed in the presence of: Signature Date --------- ---- /s/Charee Francis-Vogelsang /s/ Louis V. Bockius III July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Louis V. Bockius III, Director (Director) /s/Charee Francis-Vogelsang /s/ Daniel T. Carroll July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Daniel T. Carroll, Director (Director) /s/Charee Francis-Vogelsang /s/ Richard L. Crandall July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Richard L. Crandall, Director (Director) /s/Charee Francis-Vogelsang /s/ Donald R. Gant July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Donald R. Gant, Director (Director) /s/Charee Francis-Vogelsang /s/ L. Lindsey Halstead July 24, 1997 - ----------------------------------- --------------------------------------- ------------- L. Lindsey Halstead, Director (Director) /s/Charee Francis-Vogelsang /s/ Phillip B. Lassiter July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Phillip B. Lassiter, Director (Director) /s/Charee Francis-Vogelsang /s/ John N. Lauer July 24, 1997 - ----------------------------------- --------------------------------------- ------------- John N. Lauer, Director (Director)
2
Signed in the presence of: Signature Date --------- ---- /s/Charee Francis-Vogelsang /s/ Robert W. Mahoney July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Robert W. Mahoney, Director (Director) /s/Charee Francis-Vogelsang /s/ William F. Massy July 24, 1997 - ----------------------------------- --------------------------------------- ------------- William F. Massy, Director (Director) /s/Charee Francis-Vogelsang /s/ Gregg A. Searle July 24, 1997 - ----------------------------------- --------------------------------------- ------------- Gregg A. Searle, Director (Director) /s/Charee Francis-Vogelsang /s/ W. R. Timken, Jr. July 24, 1997 - ----------------------------------- --------------------------------------- ------------- W. R. Timken, Jr., Director (Director)
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