-----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, MoILxkYl+mvfrI7yc/uRLTWnLzJBY+tAUhBes/BGIQDVhzvvxQXTrvqDfNipCB+c +9ZvaVyTliGQAeuYoYBGRQ== 0001047469-97-003603.txt : 19971114 0001047469-97-003603.hdr.sgml : 19971114 ACCESSION NUMBER: 0001047469-97-003603 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971112 EFFECTIVENESS DATE: 19971112 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESSER INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000030099 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 750813641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39945 FILM NUMBER: 97712693 BUSINESS ADDRESS: STREET 1: 2001 ROSS AVE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147406000 MAIL ADDRESS: STREET 1: P O BOX 718 CITY: DALLAS STATE: TX ZIP: 75221 S-8 1 S-8 - ------------------------------------------------------------------------------- Registration No. _______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- DRESSER INDUSTRIES, INC. (Exact name of Registrant as specified in its Charter) Delaware 75-0813641 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2001 Ross Avenue Dallas, Texas 75201 (Address principal executive offices including zip code) ---------------------- ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries, Inc. ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc. (Full title of the plan) ---------------------- Rebecca R. Morris Vice President-Corporate Counsel and Secretary Dresser Industries, Inc. 2001 Ross Avenue Dallas, Texas 75201 (Name and address of agent for service) (214) 740-6000 (Telephone number, including area code, of agent for service) ---------------------- - ----------------------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(3) offering price per unit aggregate offering price registration fee (3) (3) - ----------------------------------------------------------------------------------------------------------------- Deferred Compensation Obligations(1) $500,000 100% $500,000 $151.52 - ----------------------------------------------------------------------------------------------------------------- Deferred Compensation Obligations(2) $2,500,000 100% $2,500,000 $757.58 - -----------------------------------------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of Dresser Industries, Inc. to pay deferred compensation in the future in accordance with the terms of the ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries, Inc. (2) The Deferred Compensation Obligations are unsecured obligations of Dresser Industries, Inc. to pay deferred compensation in the future in accordance with the terms of the ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc. (3) The maximum aggregate offering price is based upon an estimate, solely for the purpose of computing the registration fee. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. Such document(s) and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by the Company (File No. 1-4003) with the Commission, are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for its fiscal year ended October 31, 1996; 2. The Company's Quarterly Reports on Form 10-Q for the periods ended January 31, 1997, April 30, 1997 and July 31, 1997; 3. The description of the Common Stock contained in Exhibit 1 to the Registration Statement on Form 8-A filed by the Company with the Commission August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990; and 4. The description of the Dresser Stock Purchase Rights contained in Exhibit 1 to the Registration Statement on Form 8-A filed by the Company with the Commission August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. Description of Securities The ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries, Inc. and the ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc. (the "Plans") are nonqualified deferred compensation plans for employees of Dresser Industries, Inc. (the "Company") and its subsidiaries who are eligible for awards under the Dresser Industries, Inc. Retirement Savings Plan-A and the Dresser Industries, Inc. Retirement Savings Plan-B ("RSP A & B"), the Dresser Industries, Inc. Consolidated Salaried Retirement Plan, as frozen May 31, 1995 (the "Pension Plan")or any defined benefit pension plan for nonunion salaried employees other than the Pension Plan (the "Related Plan"). Under the Plans, the Company will provide participants with the opportunity to defer base salary in accordance with the terms of the Plans. Amounts deferred pursuant to the Plans will be credited by book entry to the participant's deferred compensation account. All such amounts shall be held in the general funds of the Company and each participant will have the status of a general unsecured creditor of the Company with respect to his or her deferred compensation account. The value of a participant's deferred compensation account will be based on the performance of the investment options selected by the participant under the Plans for purposes of accounting (as if the deferred compensation had been so invested) and not for actual investment. Unless otherwise delegated the Executive Compensation Committee of the Board of Directors of the Company has the sole discretion to determine the investment options available under the Plans as the measurement mechanism. A participant may redesignate amounts credited to his or her deferred compensation account among the investment options available under the Plans on a daily basis. The obligations of the Company under the Plans (the "Obligations") will be unsecured general obligations of the Company to pay in the future the value of the deferred compensation account adjusted to reflect the performance, whether positive or negative, of the selected measurement investment options during the deferral period, in accordance with the terms of the Plans. The Obligations will rank equally with the other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. Benefits due shall be distributed at such time or times following a participant's termination of employment or death as the Employee Benefits Committee of Dresser Industries, Inc. in its discretion determines. However, benefits tied to the Pension Plan or a related Plan shall be paid no earlier than the earliest date Pension Plan or Related Plan benefits may be paid to the participant, or, in the case of death, to the participant's spouse, or, if none, to the participant's estate. A participant's interest in his or her deferred compensation account, and thus his or her right to the Obligations, generally cannot be assigned, transferred, garnished, pledged or encumbered. The Obligations are not subject to redemption, in whole or in part, prior to the individual payment dates specified by each participant, at the option of the Company or through the operation of a mandatory or optional sinking fund or analogous provision. A participant may receive a hardship withdrawal prior to the scheduled distribution date only under exceptional circumstances upon the showing of an unforeseeable emergency by the participant. The company reserves the right to amend, modify or terminate the Plans, or suspend any of its provisions, at any time and from time to time, except that no such amendment, modification or termination shall adversely affect the right of each participant to the amounts credited to or accrued in his or her deferred compensation account at the time of such amendment, modification or termination. The foregoing notwithstanding, all rights of a participant under the Plans to receive a distribution of all or any part of his or her deferred compensation account shall cease on and as of the date on which it has been determined by the administrators of the Plans that such participant at any time (whether before or subsequent to termination of such participant's employment) acted in a manner inimical to the best interests of the Company. The Obligations are not convertible into securities of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations and each participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers, or amendments pertaining to the Obligations, enforcing covenants and taking action upon a default. Item 5. Interests of Named Experts and Counsel The validity of the Securities offered hereby will be passed upon by Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of the Company (who owns 10,740 shares of Common Stock and holds options to purchase an additional 21,650 shares of Common Stock coupled with 4,278 restrictive incentive stock awards.). Item 6. Indemnification of Directors and Officers Pursuant to Section 145 of the Delaware General Corporation Law (the "DGCL"), a corporation may indemnify any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In an action by or in the right of the Company, a corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim or issue as to which such person is adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which the court shall deem proper. Indemnification, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he has met the applicable standard of conduct. Such determination is made: (i) by the board of directors by a majority vote of a quorum consisting of disinterested directors; (ii) by independent legal counsel in a written opinion; (iii) by the stockholders. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such matter, Section 145 requires that the corporation indemnify him against expenses actually and reasonably incurred by him in his defense. Further, expenses may be paid by the corporation in advance of final disposition of the matter upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified. Such indemnification and advancement of expenses is not deemed exclusive of any other right to which a director or officer might be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 145 also empowers a corporation to purchase and maintain insurance on behalf of any person who might be indemnified thereunder whether or not the corporation would have the power to indemnify him against such liability under such Section. The Company's Restated Certificate of Incorporation, as amended, provides for indemnification of certain persons including directors and officers to the fullest extent permitted under Section 145 of the DGCL. Insurance is maintained by the Company covering certain expenses, liability or losses which may be incurred by reason of his being a director or officer of the Company or a subsidiary corporation, partnership, joint venture, trust or other enterprise. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits 4.1 Restated Certificate of Incorporation of Registrant and amendments thereto. (Incorporated by reference to Exhibit 3(i) to Registrant's Form 10-Q/A for the Quarter ended April 30, 1996). 4.2 By-Laws, as amended of Registrant. (Incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996). 4.3 Rights Agreement dated August 16, 1990, between Registrant and Harris Trust Company of New York as Rights Agent. (Incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on August 30, 1990 as amended by Amendment No. 1 on Form 8 filed on October 3, 1990). 4.4 Form of ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries, Inc. (Incorporated by Reference to Exhibit 10.7 to Registrant's Form 10-K for the year ended October 31, 1995). 4.5 Form of ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc. (Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended October 31, 1995). * 5.1 Form of opinion of Rebecca R. Morris as to the legality of the securities being registered. * 5.2 Form of opinion of W. Chad Reed with respect to Compliance Requirements of the Employment Retirement Income Security Act of 1974. 23.1 Consent of Rebecca R. Morris is contained in her opinion attached as Exhibit 5.1. * 23.2 Consent of Price Waterhouse LLP. 23.3 Consent of W. Chad Reed is contained in his opinion attached as Exhibit 5.2. * 24 Power of Attorney. - -------------------- * Filed Herewith Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 this 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; and (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. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 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 Section 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 the 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 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 or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 whether such indemnification by it is against public policy as expressed by the Securities Act and will be governed by the final adjudication of such issue. 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 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 Dallas, State of Texas, on the 10th day of November, 1997. DRESSER INDUSTRIES, INC. By: /s/ KENNETH J. KOTARA ------------------------------------ Kenneth J. Kotara, Controller Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on November 10, 1997. SIGNATURE TITLE --------- ----- *WILLIAM E. BRADFORD Chairman of the Board, Chief Executive - ----------------------------------- Officer and Director (Principal Executive (William E. Bradford, Director) Officer) /s/GEORGE H. JUETTEN Senior Vice President and Chief Financial - ----------------------------------- Officer (Principal Financial Officer) (George H. Juetten) /s/KENNETH J. KOTARA Controller - ----------------------------------- (Principal Accounting Officer) (Kenneth J. Kotara) *SAMUEL B. CASEY, JR. *J. LANDIS MARTIN - ----------------------------------- ----------------------------------- (Samuel B. Casey, Jr., Director) (J. Landis Martin, Director) *LAWRENCE S. EAGLEBURGER *LIONEL H. OLMER - ----------------------------------- ----------------------------------- (Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director) *SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT - ----------------------------------- ----------------------------------- (Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director) *RAWLES FULGHAM *DONALD C. VAUGHN - ----------------------------------- ----------------------------------- (Rawles Fulgham, Director) (Donald C. Vaughn, Director) *JOHN A. GAVIN *RICHARD W. VIESER - ----------------------------------- ----------------------------------- (John A. Gavin, Director) (Richard W. Vieser, Director) *RAY L. HUNT - ----------------------------------- (Ray L. Hunt, Director) *By: /s/Alice (Ande) Hinds ------------------------------- Alice (Ande) Hinds (Attorney-In-Fact) EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Restated Certificate of Incorporation of Registrant and amendments thereto. (Incorporated by reference to Exhibit 3(i) to Registrant's Form 10-Q/A for the Quarter ended April 30, 1996). 4.2 By-Laws, as amended of Registrant. (Incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996). 4.3 Rights Agreement dated August 16, 1990, between Registrant and Harris Trust Company of New York as Rights Agent. (Incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on August 30, 1990 as amended by Amendment No. 1 on Form 8 filed on October 3, 1990). 4.4 Form of ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries, Inc. (Incorporated by Reference to Exhibit 10.7 to Registrant's Form 10-K for the year ended October 31, 1995). 4.5 Form of ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc. (Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended October 31, 1995). * 5.1 Form of opinion of Rebecca R. Morris as to the legality of the securities being registered. * 5.2 Form of opinion of W. Chad Reed with respect to Compliance Requirements of the Employment Retirement Income Security Act of 1974. 23.1 Consent of Rebecca R. Morris is contained in her opinion attached as Exhibit 5.1. *23.2 Consent of Price Waterhouse LLP. 23.3 Consent of W. Chad Reed is contained in his opinion attached as Exhibit 5.2. *24 Power of Attorney. - -------------------- * Filed Herewith EX-5.1 2 EXHIBIT 5.1 -Company Letterhead- November 10, 1997 Dresser Industries, Inc. 2001 Ross Avenue Dallas, Texas 75201 Ladies and Gentlemen: This opinion of counsel is given in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed by Dresser Industries, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of obligations of the Company under the Company's ERISA Excess Benefit Plan for Salaried Employees and the ERISA Compensation Limit Benefit Plan (collectively, the "Non-Qualified Plans") to pay in the future the value of the deferred compensation accounts, as defined in the Non-Qualified Plans, adjusted to reflect the performance, whether positive or negative, of the selected measurement investment options during the deferral period, in accordance with the terms of the Non-Qualified Plans (the "Obligations"). As a Vice President-Corporate Counsel and Secretary of the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Non-Qualifed Plans and the Obligations expected to be issued thereunder. Based upon the foregoing, it is my opinion that the Obligations of the Company, when issued and delivered in accordance with the terms of the Non-Qualified Plans and applicable Delaware General Corporation Law, will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the above referenced Registration Statement. Very truly yours, /s/ Rebecca R. Morris ------------------------------------- Rebecca R. Morris Vice President-Corporate Counsel and Secretary EX-5.2 3 EXHIBIT 5.2 November 10, 1997 Dresser Industries, Inc. 2001 Ross Avenue Dallas, Texas 75201 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by Dresser Industries, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company's ERISA Excess Benefit Plan for Salaried Employees and the ERISA Compensation Limit Benefit Plan (collectively, the "Nonqualified Plans"). As a Counsel of the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Nonqualified Plans. I have examined, or caused to be examined, the provisions of the Employment Retirement Income Security Act of 1974, as amended ("ERISA") and examined such other documents and instruments and have made such further investigation as I have deemed appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that, in general, the Nonqualified Plans are exempt from ERISA's requirements. However, to the extent a limited statement to the United States Department of Labor (the "DOL") is required to meet the reporting and disclosure requirements under ERISA regulations, that statement has been filed with the DOL. I hereby consent to the use of this opinion as Exhibit 5.2 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, W. Chad Reed Counsel EX-23.2 4 EXHIBIT 23.2 [PRICE WATERHOUSE LOGO] CONSENT OF INDEPENDENT COUNSEL We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 27, 1996, appearing on page 29 of Dresser Industries, Inc.'s Annual Report on Form 10-K for the year ended October 31, 1996. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Dallas, Texas November 10, 1997 EX-24 5 EXHIBIT 24 POWER OF ATTORNEY WITH RESPECT TO THE REGISTRATION STATEMENTS COVERING SECURITIES AND DERIVATIVE SECURITIES ISSUED BY DRESSER INDUSTRIES, INC. PURSUANT TO VARIOUS EMPLOYEE AND NON-EMPLOYEE DIRECTOR BENEFIT PLANS Each of the undersigned, a director and/or officer of DRESSER INDUSTRIES, INC. (the "Company"), appoints each Rebecca R. Morris and Alice (Ande) Hinds, his or her true and lawful attorney-in-fact and agent to do any and all acts and things and execute any and all instruments which the attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with a Registration Statement or Registration Statements and any and all amendments thereto relating to the issuance and sale of the above-captioned Securities and derivative Securities as authorized at a meeting of the Board of Directors of the Company held on September 18, 1997, including but not limited to, power and authority to sign his or her name (whether on behalf of the Company, or otherwise) to such Registration Statement or Registration Statements and any amendments thereto, or any of the exhibits, financial statements and schedules, filed therewith, and to file them with the Commission. Each of the undersigned further authorizes the attorneys-in-fact and agents to prepare for distribution one or more Prospectuses in conformity with the provisions of the Act and in connection with the Registration Statement or Registration Statements hereby authorized to file with the Commission. Each of the undersigned ratifies and confirms all that any of the attorneys-in-fact and agents shall do or cause to be done by virtue hereof. Any one of the attorneys-in-fact and agents individually shall have, and may exercise, all the powers conferred by this instrument. Each of the undersigned has signed his or her name as of the 18th day of September, 1997. /s/ WILLIAM E. BRADFORD /s/ RAY L. HUNT ------------------------------------------------- ------------------------ (William E. Bradford, Director, Chairman of (Ray L. Hunt, Director) the Board and Chief Executive Officer) /s/ SAMUEL B. CASEY, JR. /s/ J. LANDIS MARTIN ------------------------------------------------- ------------------------ (Samuel B. Casey, Jr., Director) (J. Landis Martin, Director) /s/ LAWRENCE S. EAGLEBURGER /s/ LIONEL H. OLMER ------------------------------------------------- ------------------------ (Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director) /s/ SYLVIA A. EARLE, PH.D. /s/ JAY A. PRECOURT ------------------------------------------------- ------------------------ (Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director) /s/ RAWLES FULGHAM /s/ DONALD C. VAUGHN ------------------------------------------------- ------------------------ (Rawles Fulgham, Director) (Donald C. Vaughn, Director, President and Chief Operating Officer) /s/ JOHN A. GAVIN /s/ RICHARD W. VIESER ------------------------------------------------- ------------------------ (John A. Gavin, Director) (Richard W. Vieser, Director) -----END PRIVACY-ENHANCED MESSAGE-----