-----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, BLO5CnxLFq8lGybMEQ8jxaKXGtxZozHJAEZNLBgIXiiTUiJAiOxRS2fuK3Ug92dz pomjjgFashjqbAf02aiA7w== 0000950131-96-000566.txt : 19960222 0000950131-96-000566.hdr.sgml : 19960222 ACCESSION NUMBER: 0000950131-96-000566 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960221 EFFECTIVENESS DATE: 19960311 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANK SYSTEM INC CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01099 FILM NUMBER: 96523481 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 21, 1996 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- FIRST BANK SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware 41-0255900 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 (Address of Principal Executive Offices) (Zip Code) FIRSTIER FINANCIAL, INC. OMNIBUS EQUITY PLAN (as assumed by First Bank System, Inc.) (Full title of the plan) Lee R. Mitau, Esq. First Bank System, Inc. Copy to: Patrick F. Courtemanche, Esq. First Bank Place Dorsey & Whitney P.L.L.P. 601 Second Avenue South Pillsbury Center South Minneapolis, Minnesota 55402-4302 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402-1498 (612) 973-1111 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price per aggregate offering registration registered registered share/(1)/ price/(1)/ fee - ----------------------------------------------------------------------------------------------------- Common Stock, $1.25 par value 270,164 $55.125 $14,892,790 $5,136 =====================================================================================================
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on February 16, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference - ------ --------------------------------------- The following documents which have been filed by First Bank System, Inc. (the "Company") with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1995; (c) the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1995; (d) the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1995; (e) the Company's Current Report on Form 8-K filed on March 3, 1995 (as amended by Amendment No. 1 on Form 8-K/A filed March 7, 1995); (f) the Company's Current Report on Form 8-K filed on April 13, 1995; (g) the Company's Current Report on Form 8-K filed on April 25, 1995; (h) the Company's Current Report on Form 8-K filed on July 6, 1995; (i) the Company's Current Report on Form 8-K filed August 18, 1995 (as amended by Amendment No. 1 on Form 8-K/A filed August 30, 1995 and Amendment No. 2 on Form 8-K/A filed November 15, 1995); (j) the Company's Current Report on Form 8-K filed September 11, 1995; (k) the Company's Current Report on Form 8-K filed November 13, 1995; (l) the Company's Current Report on Form 8-K filed November 16, 1995 (two Reports); -2- (m) the Company's Current Report on Form 8-K filed December 13, 1995; (n) the Company's Current Report on Form 8-K filed December 15, 1995; (o) the Company's Current Report on Form 8-K filed January 9, 1996; (p) the Company's Current Report on Form 8-K filed January 19, 1996; (q) the Company's Current Report on Form 8-K filed January 29, 1996; (r) the Company's Current Report on Form 8-K/A filed February 13, 1995 (constituting Amendment No. 4 to the Company's Current Report on Form 8-K filed August 5, 1994); (s) the description of the Company's Common Stock contained in Item 1 of the Registration Statement on Form 8-A dated March 19, 1984, as amended in its entirety by that Form 8 Amendment dated February 26, 1993 and that Form 8-A/A-2 dated October 6, 1994, and any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Prospectus and prior to the termination of the offering described herein; and the description of the rights to purchase preferred stock contained in Item 1 of the Company's Registration Statement on Form 8-A dated December 21, 1988, as amended by that Form 8 Amendment dated June 11, 1990 and as amended in its entirety by that Form 8 Amendment dated February 26, 1993 and as further amended by that Form 8-A/A-3 filed November 16, 1995, and any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Prospectus and prior to the termination of the offering described herein. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof 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 by reference herein and to be a part hereof from the respective dates of filing of such documents. -3- Item 4. Description of Securities. - ------ ------------------------- The description of the Company's capital stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II. Item 5. Interests of Named Experts and Counsel. - ------ -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. - ------ ------------------------------------------ Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and amounts paid in settlement in connection with actions, suits or proceedings. Article Ninth of the Company's Restated Certificate of Incorporation, as amended, provides that a director shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Delaware statutory provision making directors personally liable for unlawful payment of dividends or unlawful stock purchases or redemptions by the Company, or (iv) for any transaction from which the director derived an improper personal benefit. The Bylaws of the Company provide that the officers and directors of the Company shall be indemnified to the full extent permitted by the Delaware General Corporation Law, as amended from time to time. Expenses incurred by officers and directors in defending actions, suits, or proceedings may be paid by the Company in advance of any final disposition if such officer or director agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified under Delaware law. The Company maintains a standard policy of officers' and directors' liability insurance. Item 7. Exemption From Registration Claimed. - ------ ----------------------------------- No securities are to be reoffered or resold pursuant to this Registration Statement. -4- Item 8. Exhibits - ------ -------- Exhibit Number Description - ------ ----------- 4.1 Specimen certificate representing the Common Stock of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3, dated January 7, 1991, File No. 33-38268). 4.2 Restated Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 2.1 to the Company's Form 8-A/A-2, dated October 6, 1994, File No. 1-6880). 4.3 Certificate of Designation for First Bank System, Inc. Series 1990A Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.4 Certificate of Designation for First Bank System, Inc. Series 1991A Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-4, File No. 33-50700). 4.5 Certificate of Designation for First Bank System, Series A Junior Participating Preferred Stock, as amended (incorporated by reference to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994, File No. 1-6880). 4.6 Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-4, File No. 333-00299). 4.7 Rights Agreement dated as of December 21, 1988 between the Company and Morgan Shareholder Services Trust Company (now known as First Chicago Trust Company of New York), as amended by Amendment No. 1 dated as of May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and Amendment No. 3 dated as of November 9, 1995 (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-4, File No. 333-00299). 4.8 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (without -5- exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.9 First Amendment, dated as of June 30, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.10 Second Amendment, dated as of July 18, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.11 Stock Purchase Agreement, dated as of May 30, 1990, between The State Board of Administration of Florida and First Bank System, Inc. (without exhibits) (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.12 Form of Periodic Stock Purchase Right (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.14 Registration Rights Agreement, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.15 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 5.1 Opinion of Dorsey & Whitney P.L.L.P. -6- 23.1 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP (relating to financial statements of the Company). 24.1 Powers of Attorney. Item 9. Undertakings - ------- ------------ The Company 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; (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 subparagraphs (i) and (ii) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed by the Company 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. -7- (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. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 in the Act and will be governed by the final adjudication of such issue. -8- 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 Minneapolis, State of Minnesota, on February 20, 1996. FIRST BANK SYSTEM, INC. By /s/ John F. Grundhofer -------------------------------------- John F. Grundhofer Chairman of the Board, President and Chief Executive Officer 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 date indicated:
Name Title Date ---- ----- ---- /s/ John F. Grundhofer Chairman, President, Chief February 20, 1996 - ------------------------ Executive Officer and Director John F. Grundhofer (principal executive officer) /s/ Susan E. Lester Executive Vice President and Chief February 20, 1996 - ------------------------ Financial Officer (principal Susan E. Lester financial officer) /s/ David J. Parrin Senior Vice President and Controller February 20, 1996 - ------------------------ (principal accounting officer) David J. Parrin * Director February 20, 1996 - ------------------------ Roger L. Hale * Director February 20, 1996 - ------------------------ Delbert W. Johnson * Director February 20, 1996 - ------------------------ Norman M. Jones * Director February 20, 1996 - ------------------------ John H. Kareken * Director February 20, 1996 - ------------------------ Richard L. Knowlton * Director February 20, 1996 - ------------------------ Jerry W. Levin
-9- Name Title Date - ---- ----- ---- * Director February 20, 1996 - ------------------------ Kenneth A. Macke * Director February 20, 1996 - ------------------------ Marilyn C. Nelson * Director February 20, 1996 - ------------------------ Edward J. Phillips Director - ------------------------ James J. Renier * Director February 20, 1996 - ------------------------ S. Walter Richey * Director February 20, 1996 - ------------------------ Richard L. Robinson Director - ------------------------ Richard L. Schall * Director February 20, 1996 - ------------------------ Lyle E. Schroeder *By /s/ David J. Parrin -------------------------------------------- David J. Parrin Pro se and as Attorney-in-fact -10- EXHIBIT INDEX ------------- Exhibit Number Description Page - -------------- ----------- ---- 4.1 Specimen certificate representing the Common Stock of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3, dated January 7, 1991, File No. 33-38268). 4.2 Restated Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 2.1 to the Company's Form 8-A/A-2, dated October 6, 1994, File No. 1-6880). 4.3 Certificate of Designation for First Bank System, Inc. Series 1990A Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.4 Certificate of Designation for First Bank System, Inc. Series 1991A Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-4, File No. 33-50700). 4.5 Certificate of Designation for First Bank System, Series A Junior Participating Preferred Stock, as amended (incorporated by reference to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994, File No. 1-6880). 4.6 Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-4, File No. 333-00299). 4.7 Rights Agreement dated as of December 21, 1988 between the Company and Morgan Shareholder Services Trust Company (now known as First Chicago Trust Company of New York), as amended by Amendment No. 1 dated as of May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and Amendment No. 3 dated as of November 9, 1995 (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-4, File No. 333-00299). 4.8 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (without exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.9 First Amendment, dated as of June 30, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.10 Second Amendment, dated as of July 18, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.11 Stock Purchase Agreement, dated as of May 30, 1990, between The State Board of Administration of Florida and First Bank System, Inc. (without exhibits) (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.12 Form of Periodic Stock Purchase Right (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.14 Registration Rights Agreement, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.15 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and First Bank System, Inc. (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 5.1 Opinion of Dorsey & Whitney P.L.L.P. 23.1 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP (relating to financial statements of the Company). 24.1 Powers of Attorney. EX-5.1 2 OPINION OF DORSEY & WHITNEY P.L.L.P. [DORSEY & WHITNEY P.L.L.P. LETTERHEAD] Exhibit 5.1 February 20, 1996 First Bank System, Inc. First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 that you intend to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the purpose of registering 270,164 shares (the "Shares") of Common Stock, par value $1.25 per share, of First Bank System, Inc. (the "Company"), which may be issued pursuant to the FirsTier Financial, Inc. Omnibus Equity Plan (as assumed by First Bank System, Inc.) (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the Plan, will be duly authorized, validly issued, fully paid and nonassessable, provided that (i) the purchase price is at least equal to the par value of the Shares, and (ii) the Registration Statement shall have become and remains effective under the Securities Act of 1933, as amended. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Dorsey & Whitney P.L.L.P. PFC EX-23.2 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) of First Bank System, Inc. pertaining to the FirsTier Financial, Inc. Omnibus Equity Plan, of our report dated January 24, 1995, with respect to the consolidated financial statements of First Bank System, Inc. included in its Current Report to Form 8-K dated March 3, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Minneapolis, Minnesota February 20, 1996 EX-24.1 4 POWERS OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lee R. Mitau, Richard A. Zona and David J. Parrin, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign a Registration Statement on Form S-8 of First Bank System, Inc., and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, each acting alone, or the substitutes for such attorneys-in- fact and agents, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- - ---------------------------- Director, Chairman, -----------, 1995 John F. Grundhofer President and Chief Executive Officer /s/ Richard A. Zona - ---------------------------- Vice Chairman and December 19, 1995 Richard A. Zona Chief Financial Officer (principal financial officer) - ---------------------------- Senior Vice President -----------, 1995 David J. Parrin and Controller (principal accounting officer) /s/ Roger L. Hale - ---------------------------- Director December 19, 1995 Roger L. Hale /s/ Delbert W. Johnson - ---------------------------- Director December 19, 1995 Delbert W. Johnson Signature Title Date --------- ----- ---- /s/ Norman M. Jones - ---------------------------- Director December 19, 1995 Norman M. Jones /s/ John H. Kareken - ---------------------------- Director December 19, 1995 John H. Kareken /s/ Richard L. Knowlton - ---------------------------- Director December 19, 1995 Richard L. Knowlton /s/ Kenneth A. Macke - ---------------------------- Director December 19, 1995 Kenneth A. Macke /s/ Marilyn C. Nelson - ---------------------------- Director December 19, 1995 Marilyn C. Nelson /s/ Edward J. Phillips - ---------------------------- Director December 19, 1995 Edward J. Phillips - ---------------------------- Director -----------, 1995 James J. Renier /s/ S. Walter Richey - ---------------------------- Director December 19, 1995 S. Walter Richey /s/ Richard L. Robinson - ---------------------------- Director December 19, 1995 Richard L. Robinson - ---------------------------- Director -----------, 1995 Richard L. Schall /s/ Lyle E. Schroeder - ---------------------------- Director December 19, 1995 Lyle E. Schroeder -----END PRIVACY-ENHANCED MESSAGE-----