-----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, LTng76KYhOn14RVvGkIIGZ471zVl0a7Yo3fQmOafrA4FWjvksIOtkUlaTqM9YNyY vMG+1uTaXdOFkrixx9olvw== 0001047469-98-017731.txt : 19980504 0001047469-98-017731.hdr.sgml : 19980504 ACCESSION NUMBER: 0001047469-98-017731 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980501 EFFECTIVENESS DATE: 19980501 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ 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: SEC FILE NUMBER: 333-51627 FILM NUMBER: 98608595 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH-FIRST BANK PLACE STREET 2: 601 2ND AVENUE SOUTH-FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 S-8 1 S-8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- As filed with the Securities and Exchange Commission on May 1, 1998 Registration No. 333-____ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- U.S. BANCORP (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.) 601 Second Avenue South Minneapolis, Minnesota 55402-4302 (Address of Principal Executive Offices (Zip Code) PIPER JAFFRAY COMPANIES INC. 1993 OMNIBUS STOCK PLAN (AS ASSUMED BY U.S. BANCORP) (Full title of the plan) Lee R. Mitau, Esq. U.S. Bancorp Copy to: Patrick F. Courtemanche, Esq. 601 Second Avenue South Dorsey & Whitney LLP Minneapolis, Minnesota 55402-4302 Pillsbury Center South (Name and address of agent for service) 220 South Sixth Street Minneapolis, Minnesota 55402-1498 (612) 973-1111 (Telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount securities to be maximum maximum of to be registered offering price aggregate registration registered (1) per share offering price (2) fee - -------------------------------------------------------------------------------- Common Stock, 384,298 (2) $18,765,584 $5,536 $1.25 par value - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
(1) The number of shares of U.S. Bancorp that will replace shares of Piper Jaffray Companies Inc. under the Piper Jaffray Companies Inc. 1993 Omnibus Stock Plan. (2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the actual exercise prices of the 384,298 options under the plan, which prices vary with respect to individual options. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents that have been filed by U.S. Bancorp (the "Company") with the Securities and Exchange Commission are incorporated by reference in this Registration Statement, as of their respective dates: (a) Annual Report on Form 10-K for the year ended December 31, 1997; (b) The Company's current reports on Form 8-K filed January 16, 1998, April 2, 1998 and April 3, 1998; and (c) 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. 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 (the "Exchange Act"), 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. 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 settlements in connection with litigation. Article Ninth of the Company's Restated Certificate of Incorporation provides that a director shall not be liable to the Company or its stockholders for monetary damages for a 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 the law, (iii) under the Delaware statutory provision making directors personally liable for unlawful payment of dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction for which the directors 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. The Board of Directors has discretion to indemnify any employee of the Company for actions arising by reason of the employee's employment with the Company. Expenses incurred by officers and directors in defending actions, suits, or proceedings shall 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. ITEM 8. EXHIBITS
Exhibit Number Description - ------ ------------ 4.1 Specimen certificate representing the Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, File No. 333-32635). 4.2 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's report on Form 8-K dated August 1, 1997). 4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's report on Form 10-K for the year ended December 31, 1997). 4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp and First Chicago Trust Company of New York, as Warrant Agent and Form of Warrant (incorporated by reference to Exhibits 4.18 and 4.19 to the Company's Registration Statement on Form S-3, File No. 33-61667). 4.5 Warrant Agreement, dated as of November 20, 1990, between Metropolitan Financial Corporation and American Stock Transfer and Trust Company, as Warrant Agent; Supplemental Warrant Agreement, dated as of January 24, 1995, between U.S. Bancorp and American Stock Transfer and Trust Company, as Warrant Agent; and Form of Warrant (incorporated by reference to Exhibit 4E to the Company's report on Form 10-K for the year ended December 31, 1996). 4.6 Certificate of Designation for the Company's 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). 4.7 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 the Company (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). 4.8 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 the Company (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). 4.9 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 the Company (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). 4.10 Stock Purchase Agreement dated as of May 30, 1990, between The State Board of Administration of Florida and the Company (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). 4.11 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). 4.12 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). 4.13 Registration Rights Amendment, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (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). 4.14 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and the Company (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 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt are not filed. The Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request. 5.1 Opinion and Consent of Dorsey & Whitney LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 24.1 Powers of Attorney.
ITEM 9 UNDERTAKINGS A. POST-EFFECTIVE AMENDMENTS 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 a 20% 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; PROVIDED, HOWEVER, that paragraphs A.(1)(i) and A.(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE. 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 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. CLAIMS FOR INDEMNIFICATION. 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 other 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 in the 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 Minneapolis, State of Minnesota, on May 1, 1998. U.S. BANCORP By /s/ John F. Grundhofer ------------------------------------------- John F. Grundhofer 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 President Chief May 1, 1998 - -------------------------- Executive Officer and Director John F. Grundhofer (principal executive officer) /s/ Susan E. Lester Executive Vice President and Chief May 1, 1998 - -------------------------- Financial Officer (principal Susan E. Lester financial and accounting officer) * Director May 1, 1998 - -------------------------- Linda L. Ahlers * Director May 1, 1998 - -------------------------- Harry L. Bettis * Director and Chairman May 1, 1998 - -------------------------- Gerry B. Cameron * Director May 1, 1998 - -------------------------- Carolyn Silva Chambers * Director May 1, 1998 - -------------------------- Arthur D. Collins, Jr. * Director May 1, 1998 - -------------------------- Peter H. Coors Director May 1, 1998 - -------------------------- Robert L. Dryden Director May 1, 1998 - -------------------------- Joshua Green III * Director May 1, 1998 - -------------------------- Robert L. Hale * Director May 1, 1998 - -------------------------- Delbert W. Johnson * Director May 1, 1998 - -------------------------- Richard L. Knowlton * Director May 1, 1998 - -------------------------- Jerry W. Levin * Director May 1, 1998 - -------------------------- Edward J. Phillips * Director May 1, 1998 - -------------------------- Paul A. Redmond * Director May 1, 1998 - -------------------------- S. Walter Richey * Director May 1, 1998 - -------------------------- Richard L. Schall * Director May 1, 1998 - -------------------------- Walter Scott, Jr. *By /s/ Lee R. Mitau - -------------------------- Lee R. Mitau As Attorney-in-fact EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 4.1 Specimen certificate representing the Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, File No. 333-32635). 4.2 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's report on Form 8-K dated August 1, 1997). 4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's report on Form 10-K for the year ended December 31, 1997). 4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp and First Chicago Trust Company of New York, as Warrant Agent and Form of Warrant (incorporated by reference to Exhibits 4.18 and 4.19 to the Company's Registration Statement on Form S-3, File No. 33-61667). 4.5 Warrant Agreement, dated as of November 20, 1990, between Metropolitan Financial Corporation and American Stock Transfer and Trust Company, as Warrant Agent; Supplemental Warrant Agreement, dated as of January 24, 1995, between U.S. Bancorp and American Stock Transfer and Trust Company, as Warrant Agent; and Form of Warrant (incorporated by reference to Exhibit 4E to the Company's report on Form 10-K for the year ended December 31, 1996). 4.6 Certificate of Designation for the Company's 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). 4.7 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 the Company (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). 4.8 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 the Company (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). 4.9 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 the Company (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). 4.10 Stock Purchase Agreement dated as of May 30, 1990, between The State Board of Administration of Florida and the Company (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). 4.11 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). 4.12 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). 4.13 Registration Rights Amendment, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (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). 4.14 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and the Company (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 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt are not filed. The Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request. 5.1 Opinion and Consent of Dorsey & Whitney LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 24.1 Powers of Attorney.
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 May 1, 1998 U.S. Bancorp First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Ladies and Gentlemen: We have acted as counsel to U.S. Bancorp, a Delaware corporation (formerly known as First Bank System, Inc.) (the "Company"), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 384,298 shares of Common Stock, par value $1.25 per share, of the Company (the "Shares"), initially issuable pursuant to the terms of the Piper Jaffray Companies Inc. 1993 Omnibus Stock Plan (as assumed by U.S. Bancorp)(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 the opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity of all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our May 1, 1998 Page 2 opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the Delaware General Corporation Law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Dorsey & Whitney LLP PFC EX-23.2 3 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Piper Jaffray Companies Inc. 1993 Omnibus Stock Plan of U.S. Bancorp to be filed on or around May 1, 1998 of our report dated January 15, 1998, with respect to the consolidated financial statements of U.S. Bancorp included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young, LLP Minneapolis, Minnesota April 29, 1998 EX-24.1 4 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY NOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester 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 U.S. Bancorp, 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. Name Title Date ------ ------- ------ President, Chief February 18, 1998 - ------------------------- Executive Officer and Director John F. Grundhofer (principal executive officer) Executive Vice President and February 18, 1998 - ------------------------- Chief Financial Officer Susan E. Lester (principal financial officer) Senior Vice President and February 18, 1998 - ------------------------- Controller (principal David J. Parrin accounting officer) /s/Linda L. Ahlers Director February 18, 1998 - ------------------------- Linda L. Ahlers /s/Harry L. Bettis Director February 18, 1998 - ------------------------- Harry L. Bettis /s/Gerry B. Cameron Director and Chairman February 18, 1998 - ------------------------- Gerry B. Cameron /s/Carolyn Silva Chambers Director February 18, 1998 - ------------------------- Carolyn Silva Chambers /s/Arthur D. Collins, Jr. Director February 18, 1998 - ------------------------- Arthur D. Collins, Jr. /s/Peter H. Coors Director February 18, 1998 - ------------------------- Peter H. Coors /s/Franklin G. Drake Director February 18, 1998 - ------------------------- Franklin G. Drake Director February 18, 1998 - ------------------------- Robert L. Dryden /s/John B. Fery Director February 18, 1998 - ------------------------- John B. Fery Director February 18, 1998 - ------------------------- Joshua Green III /s/Robert L. Hale Director February 18, 1998 - ------------------------- Robert L. Hale /s/Delbert W. Johnson Director February 18, 1998 - ------------------------- Delbert W. Johnson /s/Norman M. Jones Director February 18, 1998 - ------------------------- Norman M. Jones /s/Richard L. Knowlton Director February 18, 1998 - ------------------------- Richard L. Knowlton /s/Jerry W. Levin Director February 18, 1998 - ------------------------- Jerry W. Levin /s/Kenneth A. Macke Director February 18, 1998 - ------------------------- Kenneth A. Macke /s/Allen T. Noble Director February 18, 1998 - ------------------------- Allen T. Noble /s/Edward J. Phillips Director February 18, 1998 - ------------------------- Edward J. Phillips /s/Paul A. Redmond Director February 18, 1998 - ------------------------- Paul A. Redmond -2- /s/S. Walter Richey Director February 18, 1998 - ------------------------- S. Walter Richey /s/Richard L. Robinson Director February 18, 1998 - ------------------------- Richard L. Robinson /s/N. Stewart Rogers Director February 18, 1998 - ------------------------- N. Stewart Rogers /s/Richard L. Schall Director February 18, 1998 - ------------------------- Richard L. Schall /s/Walter Scott, Jr. Director February 18, 1998 - ------------------------- Walter Scott, Jr. /s/Benjamin R. Whiteley Director February 18, 1998 - ------------------------- Benjamin R. Whiteley -3- -----END PRIVACY-ENHANCED MESSAGE-----