-----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, CTGCePP7A0nyudH8jU01M9yw2sD4SNFhvTfoC3vwD6A3Gg8F+rVIb664Ou/4rrha NxMW4Xy43M3+v08TnaRasA== 0001047469-99-027138.txt : 19990713 0001047469-99-027138.hdr.sgml : 19990713 ACCESSION NUMBER: 0001047469-99-027138 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990712 EFFECTIVENESS DATE: 19990712 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: 333-82691 FILM NUMBER: 99663012 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 July 12, 1999 Registration No.___ 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 41-0285640 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) U.S. Bank Place 601 Second Avenue South Minneapolis, MN 55402-4302 (Address of principal executive offices) (Zip Code) BANK OF COMMERCE 1989 Stock Option Plan (As Assumed by U.S. Bancorp) (Full title of the plan) BANK OF COMMERCE 1998 Stock Plan (As Assumed by U.S. Bancorp) (Full title of the plan) Lee R. Mitau, Esq. U.S. Bancorp 601 Second Avenue South Minneapolis, Minnesota 55402-4302 (Name and address of agent for service) (612) 973-1111 (Telephone number, including area code, of agent for service) ---------------------------------- CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed securities Amount maximum offering maximum aggregate Amount of being registered to be registered(1) price per share (2) offering price (2) registration fee Common Stock ($1.25 par value) 775,915 shares $33.9375 $26,332,615 $7,321
(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (h) and (c), based upon the average high and low prices of the U.S. Bancorp common stock, as reported on the New York Stock Exchange on July 7, 1999. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which 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) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed February 26, 1999; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, as filed May 13, 1999; (c) the Company's Current Report on Form 8-K filed January 20, 1999; (d) the description of the Company's Common Stock, par value $1.25 per share, 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 the Company has filed pursuant to Sections 13(a), 13(c), 14 or 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 to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities 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 the 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 action, 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. 4.1 Restated Certificate of Incorporation, as amended. (Incorporated by reference to Exhibit 3.1 to the registrant's report on Form 10-Q for the period ended March 31, 1998.) 4.2 Bylaws of USB, as amended. (Incorporated by reference to Exhibit 3.1 to the report on Form 10-Q for the quarter ended June 30, 1998.) 4.3 Certificate of Designation and Terms of Term Participating Preferred Stock of U.S. Bancorp (Incorporated by reference to Exhibit 4.1 of the Form S-4 filed April 2, 1999) 4.4 [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. U.S. Bancorp agrees to furnish a copy thereof to the Securities and Exchange Commission upon request.] 4.5 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 Registration Statement on Form S-3, File No. 33-61667.) 4.6 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 report on Form 10-K for the year ended December 31, 1996.) 4.7 Warrant Agreement, dated as of July 25, 1995, by and between Bank of Commerce and Chemical Mellon Shareholder Services L.L.C. as Warrant Agent, and Form of Warrant. (Incorporated by reference to Exhibit 4.6 to the S-3 filed May 3, 1999, File number 333-77635) 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 U.S. Bancorp and related documents. (Incorporated by reference to Exhibit 4.8-4.15 of the Company's Registration Statement on Form S-3, File No. 33-42650) 5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of the securities being registered. 23.1 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1.) 23.2 Consent of Ernst & Young LLP (relating to financial statements of U.S. Bancorp) 24.1 Powers of Attorney. 99.1 Form of Proxy for Annual Meeting of Shareholders of BOC. (Incorporated by reference to Exhibit 99.1 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.2 Articles of Incorporation of BOC. (Incorporated by reference to Exhibit 99.2 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.3 Bylaws of BOC, as amended. (Incorporated by reference to Exhibit 99.3 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.4 Opinion of Keefe, Bruyette & Woods, Inc. (Included as Appendix B to the Proxy Statement/Prospectus.) (Incorporated by reference to Exhibit 99. 4 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.5 Agreement and Plan of Reorganization dated February 18, 1999, as amended and restated as of March 26, 1999, by and between USB and BOC. (Incorporated by reference to Exhibit 2.1 of Form S-4 filed April 2, 1999, File Number 333-75603) The registrant agrees to furnish a supplemental copy of omitted schedules to the Commission upon request.
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. Nothwithstanding the forgoing, 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 derivation 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 Fule 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 (i) and (ii) above will 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 this 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 July 12, 1999. U.S. BANCORP By /s/ John F. Grundhofer --------------------------------------------- John F. Grundhofer Chairman, President, Chief Executive Officer and Director 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 AND TITLE DATE /s/ John F. Grundhofer July 12, 1999 - -------------------------------------- John F. Grundhofer Chairman, President, Chief Executive Officer, and Director (principal executive officer) /s/ Susan E. Lester July 12, 1999 - -------------------------------------- Susan E. Lester Executive Vice President and Chief Financial Officer (principal financial officer) /s/ Terrance R. Dolan July 12, 1999 - -------------------------------------- Terrance R. Dolan Senior Vice President and Controller (principal accounting officer) * July 12, 1999 - -------------------------------------- Linda L. Ahlers Director * July 12, 1999 - -------------------------------------- Harry L. Bettis Director * July 12, 1999 - -------------------------------------- Arthur D. Collins, Jr. Director * July 12, 1999 - -------------------------------------- Peter H. Coors Director * July 12, 1999 - -------------------------------------- Robert L. Dryden Director * July 12, 1999 - -------------------------------------- Joshua Green III Director * July 12, 1999 - -------------------------------------- Delbert W. Johnson Director * July 12, 1999 - -------------------------------------- Joel W. Johnson Director * July 12, 1999 - -------------------------------------- Jerry W. Levin Director * July 12, 1999 - -------------------------------------- Edward J. Phillips Director * July 12, 1999 - -------------------------------------- Paul A. Redmond Director * July 12, 1999 - -------------------------------------- Richard G. Reiten Director * July 12, 1999 - -------------------------------------- S. Walter Richey Director * July 12, 1999 - -------------------------------------- Warren R. Staley Director * By /s/ Susan E. Lester - -------------------------------------- Susan E. Lester Pro se and as Attorney-in-Fact EXHIBIT INDEX
Page ---- 4.1 Restated Certificate of Incorporation, as amended. (Incorporated by reference to Exhibit 3.1 to the registrant's report on Form 10-Q for the period ended March 31, 1998.) 4.2 Bylaws of USB, as amended. (Incorporated by reference to Exhibit 3.1 to the report on Form 10-Q for the quarter ended June 30, 1998.) 4.3 Certificate of Designation and Terms of Term Participating Preferred Stock of U.S. Bancorp. (Incorporated by reference to Exhibit 4.1 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 4.4 [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. U.S. Bancorp agrees to furnish a copy thereof to the Securities and Exchange Commission upon request.] 4.5 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 Registration Statement on Form S-3, File No. 33-61667.) 4.6 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 report on Form 10-K for the year ended December 31, 1996.) 4.7 Warrant Agreement, dated as of July 25, 1995, by and between Bank of Commerce and Chemical Mellon Shareholder Services L.L.C. as Warrant Agent, and Form of Warrant. (Incorporated by reference to Exhibit 4.6 to the S-3 filed May 3, 1999, File number 333-77635) 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 U.S. Bancorp and related documents. (Incorporated by reference to Exhibit 4.8-4.15 of the Company's Registration Statement on Form S-3, File No. 33-42650 5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of the securities being registered. 23.1 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1.) 23.2 Consent of Ernst & Young LLP (relating to financial statements of U.S. Bancorp) 24.1 Powers of Attorney. 99.1 Form of Proxy for Annual Meeting of Shareholders of BOC. (Incorporated by reference to Exhibit 99.1 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.2 Articles of Incorporation of BOC. (Incorporated by reference to Exhibit 99.2 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.3 Bylaws of BOC, as amended.. (Incorporated by reference to Exhibit 99.3 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.4 Opinion of Keefe, Bruyette & Woods, Inc. (Included as Appendix B to the Proxy Statement/Prospectus.) (Incorporated by reference to Exhibit 99.4 to the registration statement on Form S-4, File No. 333-75603, filed April 2, 1999) 99.5 Agreement and Plan of Reorganization dated February 18, 1999, as amended and restated as of March 26, 1999, by and between USB and BOC. (Incorporated by reference to Exhibit 2.1 of Form S-4 filed April 2, 1999, File Number 333-75603) The registrant agrees to furnish a supplemental copy of omitted schedules to the Commission upon request.
EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 [Opinion of Dorsey & Whitney LLP] U.S. Bancorp First Bank Place 601 Second Avenue South Minneapolis, MN 55402-4302 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to U.S. Bancorp, a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") relating to the sale by the Company from time to time of up to 775,915 shares of Common Stock, par value $1.25 per share, of the Company (the "Shares"), upon the exercise of the options (the "Options") under the terms of the BANK OF COMMERCE 1989 Stock Option Plan and the BANK OF COMMERCE 1998 Stock Plan (as assumed by U.S. Bancorp in connection with the merger of Bank of Commerce with and into a subsidiary of the Company (the "Merger")) (the "Plans"). 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 for 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 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 to be issued by the Company upon exercise of the Options have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. Our opinion 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. Dated: July 12, 1999. Very truly yours, /s/ Dorsey & Whitney LLP ECH EX-23.2 3 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the BANK OF COMMERCE 1989 Stock Option Plan and the BANK OF COMMERCE 1998 Stock Plan of U.S. Bancorp of our report dated January 20, 1999, 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, 1998, filed with the Securities and Exchange Commission. Ernst & Young, LLP Ernst & Young, LLP Minneapolis, Minnesota July 6, 1999 EX-24.1 4 EXHIBIT 24.1 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, Susan E. Lester and Terrence R. Dolan, 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. SIGNATURE AND TITLE DATE April 20, 1999 - -------------------------------------- John F. Grundhofer Chairman, President, Chief Executive Officer, and Director (principal executive officer) April 20, 1999 - -------------------------------------- Susan E. Lester Executive Vice President and Chief Financial Officer (principal financial officer) April 20, 1999 - -------------------------------------- Terrance R. Dolan Senior Vice President and Controller (principal accounting officer) /s/ Linda L. Ahlers April 20, 1999 - -------------------------------------- Linda L. Ahlers Director /s/ Harry L. Bettis April 20, 1999 - -------------------------------------- Harry L. Bettis Director /s/ Arthur D. Collins, Jr. April 20, 1999 - -------------------------------------- Arthur D. Collins, Jr. Director /s/ Peter H. Coors April 20, 1999 - -------------------------------------- Peter H. Coors Director /s/ Robert L. Dryden April 20, 1999 - -------------------------------------- Robert L. Dryden Director /s/ Joshua Green III April 20, 1999 - -------------------------------------- Joshua Green III Director /s/ Delbert W. Johnson April 20, 1999 - -------------------------------------- Delbert W. Johnson Director /s/ Joel W. Johnson April 20, 1999 - -------------------------------------- Joel W. Johnson Director /s/ Jerry W. Levin April 20, 1999 - -------------------------------------- Jerry W. Levin Director /s/ Edward J. Phillips April 20, 1999 - -------------------------------------- Edward J. Phillips Director /s/ Paul A. Redmond April 20, 1999 - -------------------------------------- Paul A. Redmond Director /s/ Richard G. Reiten April 20, 1999 - -------------------------------------- Richard G. Reiten Director /s/ S. Walter Richery April 20, 1999 - -------------------------------------- S. Walter Richey Director /s/ Warren R. Staley April 20, 1999 - -------------------------------------- Warren R. Staley Director -----END PRIVACY-ENHANCED MESSAGE-----