-----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, O4BvtX6rBVZsVvGO1exyWyZjCAiJBn2RXxdq8yBNnUSrIP8PL4q6ak92CdtO2+1u zOTPQipM/BSFGfq4uL7+lw== 0000950152-96-003451.txt : 19960716 0000950152-96-003451.hdr.sgml : 19960716 ACCESSION NUMBER: 0000950152-96-003451 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960715 EFFECTIVENESS DATE: 19960803 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GREETINGS CORP CENTRAL INDEX KEY: 0000005133 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 340065325 STATE OF INCORPORATION: OH FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08123 FILM NUMBER: 96594774 BUSINESS ADDRESS: STREET 1: 10500 AMERICAN RD CITY: CLEVELAND STATE: OH ZIP: 44144 BUSINESS PHONE: 2162527300 MAIL ADDRESS: STREET 1: 10500 AMERICAN ROAD CITY: CLEVELAND STATE: OH ZIP: 44144 S-8 1 AMERICAN GREETINGS CORPORATION S-8 1 As filed with the Securities and Exchange Commission on July 15, 1996 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- AMERICAN GREETINGS CORPORATION (Exact name of registrant as specified in its charter) OHIO 34-0065325 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE AMERICAN ROAD CLEVELAND, OHIO 44144 (216) 252-7300 (Address of principal executive offices) (zip code) AMERICAN GREETINGS CORPORATION 1996 EMPLOYEE STOCK OPTION PLAN (Full Title of Plan) ------------------- JON GROETZINGER, JR., ESQ. GENERAL COUNSEL AND SECRETARY AMERICAN GREETINGS CORPORATION ONE AMERICAN ROAD CLEVELAND, OHIO 44144 (Name and address of agent for service) ------------------- (216) 252-7300 Telephone number, including area code, of agent for service ------------------- [Facing page continued on following page] Exhibit Index on Sequential Page 9 2 CALCULATION OF REGISTRATION FEE
============================================================================= | | Proposed | Proposed | | | maximum | maximum | Title of | Amount | offering | aggregate| Amount of shares to be | to be | price | offering | registration registered | registered | per share | price | fee | | (1) | | | | | | - ------------------------------------------------------------------------------ Class A Common | | | | Shares, | | | | par value | | | | $1 per share. | 950,000 | $26.00 |$24,700,000 | $8,517.25 | shares | | | Class B Common | | | | Shares, | | | | par value | | | | $1 per share. | 200,000 | $26.00 |$ 5,200,000 | $1,793.10 | shares | | | | | | | ============================================================================= - --------------------- (1) Estimated solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and (h) under the Securities Act of 1933, on the basis of the average of the high and low sales prices of the Class A Common Shares on July 10, 1996. There is no separate trading market for the Company's Class B Common Shares.
3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. American Greetings Corporation (the "Company") hereby incorporates herein by reference the following documents which previously have been filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K for its fiscal year ended February 29, 1996; (b) The Company's Quarterly Report on Form 10-Q for its fiscal quarter ending May 31, 1996, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and (c) The description of the Company's Class A Common Shares and Class B Common Shares contained in the Company's Form 10 Registration Statement (File No. 0-1502) and all amendments and reports filed for the purpose of updating that description, including without limitation, Exhibit (a)3(i) to the Company's Annual Report on Form 10-K for its fiscal year ended February 29, 1988. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment hereto 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 date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The information required by Item 4 is not applicable to this registration statement, since the class of shares to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The information required by Item 5 is not applicable to this registration statement. II-1 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code authorizes the indemnification of officers and directors in defense of any civil, criminal, administrative or investigative proceeding. Article IV of the Regulations of the Company provides for the indemnification in terms consistent with the statutory authority, and the Company maintains insurance covering certain liabilities of the directors and the elected and appointed officers of the Company and its subsidiaries, including liabilities under the Securities Act of 1933. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The information required by Item 7 is not applicable to this registration statement. ITEM 8. EXHIBITS.
Exhibit Number Exhibit Description - ------ ------------------- 4(a) Amended Articles of Incorporation of the Registrant, as amended (incorporated by reference from Exhibit 4(a) to its Registration Statement No. 33-50255 on Form S-3, filed with the Commission on September 15, 1993). 4(b) Amended Regulations of the Registrant (incorporated by reference from Exhibit 4(b) to its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 17, 1991). 4(c) Forms of share certificate for Class A Common Shares and Class B Common Shares of the Registrant (incorporated by reference from Exhibits 4(c) and 4(d), respectively, to its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 6, 1991). 5 Opinion of Brouse & McDowell 10 1996 Employee Stock Option Plan 23(a) Consent of Ernst & Young LLP 23(b) Consent of Brouse & McDowell (included in Exhibit 5) 24 Power of Attorney
II-2 5 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. II-3 6 (c) Insofar as indemnification for liabilities arising under the Securities Act 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 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 of the registrant 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 Securities Act and will be governed by the final adjudication of such issue. II-4 7 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 Cleveland, State of Ohio, on July 12, 1996. AMERICAN GREETINGS CORPORATION By:/s/Jon Groetzinger, Jr. --------------------------------------- Jon Groetzinger, Jr. General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 11, 1996.
Signature Title --------- ----- * FOUNDER-CHAIRMAN - -------------------------------- CHAIRMAN OF THE EXECUTIVE Irving I. Stone COMMITTEE; DIRECTOR * CHAIRMAN; CHIEF EXECUTIVE - -------------------------------- OFFICER; DIRECTOR Morry Weiss (principal executive officer) * - -------------------------------- PRESIDENT-CHIEF OPERATING Edward Fruchtenbaum OFFICER; DIRECTOR * - -------------------------------- Scott S. Cowen DIRECTOR * - -------------------------------- Herbert H. Jacobs DIRECTOR * - -------------------------------- Albert B. Ratner DIRECTOR * - -------------------------------- Harry H. Stone DIRECTOR
II-5 8 * - -------------------------------- Jeanette S. Wagner DIRECTOR * - -------------------------------- Milton A. Wolf DIRECTOR * - -------------------------------- Abraham Zaleznik DIRECTOR * - -------------------------------- William S. Meyer SENIOR VICE PRESIDENT; CHIEF FINANCIAL OFFICER (principal accounting/ financial officer)
The undersigned, by signing his name hereto, does sign and execute this registration statement on behalf of each of the officers and directors of American Greetings Corporation indicated by an "*" above, pursuant to powers of attorney executed by each such officer or director and filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement. /s/Jon Groetzinger, Jr. July 12, 1996 - --------------------------- -- Jon Groetzinger, Jr., Esq. Attorney-in-fact II-6 9 EXHIBIT INDEX
Exhibit Number Exhibit Description - ------ ------------------- 4(a) Amended Articles of Incorporation of the Registrant, as amended (incorporated by reference from Exhibit 4(a) to its Registration Statement No. 33-50255 on Form S-3, filed with the Commission on September 15, 1993). 4(b) Amended Regulations of the Registrant (incorporated by reference from Exhibit 4(b) to its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 17, 1991). 4(c) Forms of share certificate for Class A Common Shares and Class B Common Shares of the Registrant (incorporated by reference from Exhibits 4(c) and 4(d), respectively, to its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 6, 1991). 5 Opinion of Brouse & McDowell 10 1996 Employee Stock Option Plan 23(a) Consent of Ernst & Young LLP 23(b) Consent of Brouse & McDowell (included in Exhibit 5) 24 Power of Attorney
EX-5 2 EXHIBIT 5 1 EXHIBIT 5 July 15, 1996 American Greetings Corporation One American Road Cleveland, Ohio 44144 Re: Registration on Form S-8 of 950,000 Class A Common Shares and 200,000 Class B Common Shares of American Greetings Corporation Gentlemen: We are acting as counsel to American Greetings Corporation (the "Company") in connection with the issuance and sale by the Company of up to 950,000 of its Class A Common Shares and up to 200,000 of its Class B Common Shares (collectively, the "Shares"). The Shares will be issued and sold to certain employees of the Company pursuant to the American Greetings Corporation 1996 Employee Stock Option Plan (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon we are of the opinion that the Shares which may be issued and sold pursuant to the Plan have been duly authorized and, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission to effect registration of the Shares under the Securities Act of 1933. Very truly yours, Brouse & McDowell /s/ Brouse & McDowell --------------------------- EX-10 3 EXHIBIT 10 1 EXHIBIT 10 AMERICAN GREETINGS CORPORATION 1996 EMPLOYEE STOCK OPTION PLAN NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the American Greetings Corporation 1996 Employee Stock Option Plan ("Plan"). The purpose of the Plan is to attract and retain superior personnel by affording officers and selected key employees of American Greetings Corporation and its subsidiaries (the "Company") the opportunity to share in future appreciation in the share value of the Company's stock, thereby creating an incentive for outstanding performance that may maximize shareholders' return on investment over the long term. 1. OPTIONS ISSUABLE UNDER PLAN. The total number of shares that may be issued under options granted pursuant to this Plan shall not exceed 950,000 Class A Common Shares, par value $1 per share, and 200,000 Class B Common Shares, par value $1 per share, except to the extent of adjustments authorized in paragraph 5 of this Plan. Such Class A Common Shares may be treasury shares or authorized but unissued shares or a combination of the foregoing. Such Class B Common Shares may be treasury shares. To the extent that a stock option expires or is otherwise terminated, cancelled or surrendered without being exercised, the shares of stock underlying such stock option shall again be available for issuance in connection with future grants under the Plan. 2. ELIGIBILITY. The Compensation Committee of the Company's Board of Directors ("Compensation Committee") may, from time to time and upon such terms and conditions as it may determine, grant options ("Options") to buy Company Class A and/or Class B Common Shares to officers (including officers who are members of the Company's Board of Directors) and other key employees of the Company and any of its subsidiaries ("Optionees"), and may fix the number of shares to be covered by each Option. Additional Options may be granted to the same person, whether or not the Option or Options previously granted to such person remain unexercised. 3. DURATION. No Option shall run for more than ten (10) years from the date granted. 4. GRANT PRICES. The grant price of an Option shall not be less than the price of the Class A Common Shares quoted by the National Association of Securities Dealers (NASD) at the close of business on the last business day preceding that day on which the Option is granted. The grant price shall be payable in whole or in part, in cash, Class A and/or Class B Common Shares of the Company valued (in the case of both Class A and Class B Shares) at the price for Class A Common Shares quoted by NASD at the close of business on the date of exercise, to the extent permitted by all applicable laws and regulations. However, the Compensation Committee may prohibit such exercise if at such time it determines that the application of any Financial 10-1 2 Accounting Standard Board rule affecting the tender of shares would be detrimental to the best interests of the Company. 5. ADJUSTMENTS. The Compensation Committee may make or provide for such adjustments in the grant price and in the number or kind of shares or other securities covered by outstanding Options as the Compensation Committee, in its sole discretion exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Optionees that would otherwise result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, separation, reorganization or partial or complete liquidation, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Compensation Committee, in its discretion, may provide in substitution for any and all outstanding Options under the Plan, such alternate consideration as it, in good faith, may determine is equitable in the circumstances. 6. EXERCISE. Optionees may exercise their Options upon receipt by the Company of such forms as the Company may require in advance of exercise and the required payment. A stock certificate may be issued as soon as practical after exercise and payment. Each Option may be exercisable in installments of shares. The Compensation Committee may accelerate the period of time to exercise any installments of an Option then outstanding. Unless otherwise provided in an Optionee's stock option agreement, an Option is exercisable during an Optionee's lifetime only by the Optionee, except that, in case of incompetence or disability of an Optionee, an Option may be exercised on behalf of the Optionee by the Optionee's guardian or legal representative. Any Option may provide for deferred payment of the option price. If, following an Option exercise, the Optionee sells shares underlying the Option, the Optionee will receive the amount by which the sale price exceeds the grant price for such shares, after deducting applicable taxes and brokerage fees, but not interest that might otherwise be paid on an advance of monies to the Optionee between the exercise and settlement dates. The sale price for both Class A and Class B Common Shares shall be the price of Class A Common Shares as of the close of business on the date of exercise. 7. STOCK OPTION AGREEMENT; CANCELLATION. Optionees shall be required to enter into a stock option agreement with the Company. The stock option agreement shall contain such terms and conditions not inconsistent with the Plan as may be approved by the Compensation Committee. Any stock option agreement evidencing an outstanding Option may, with the concurrence of the affected Optionee, be amended by the Compensation Committee, provided the terms of each such agreement are not inconsistent with the Plan. The Compensation Committee may, with the concurrence of the affected Optionee, cancel any Option granted under the Plan. 8. TRANSFERABILITY. No Option shall be transferable by the Optionee unless provided otherwise in the Optionee's stock option agreement. 10-2 3 9. RELOAD OPTIONS. On the date of grant of any Option, the Compensation Committee may provide for the automatic grant to the Optionee of additional Options ("Reload Options") upon the exercise of Options through the delivery of any class of Common Shares held by the Optionee for at least six months; provided, however, that, subject to adjustments under paragraph 5, (i) Reload Options may be granted only with respect to the same number (but not necessarily the same class) of Common Shares as were surrendered to exercise the Options, (ii) the grant price of the Reload Options shall be the price of the Company's Class A Common Shares as quoted by NASD as of the close of business on the date of exercise of the Options, (iii) Reload Options may not be exercised after the date on which the Options in respect of which such Reload Options were granted, expire, are cancelled or terminate, and (iv) the provisions contained in this sentence may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), securities laws and rules thereunder. 10. ADMINISTRATION. This Plan shall be administered by the Compensation Committee, which shall consist of not less than three Directors who are disinterested persons. The Compensation Committee shall be empowered by the Board to exercise all authority otherwise possessed by the Board with respect to the Company's stock option plans, including without limitation, interpretation of the Plan. The Board may also appoint one or more of its Directors as alternate members of the Compensation Committee. A majority of the Compensation Committee shall constitute a quorum, and the action of a majority of the members (including alternate members) of the Compensation Committee present at the meeting at which a quorum is present, or the unanimous written action of the Compensation Committee, shall be considered the action of the Compensation Committee. 11. RESTRICTIONS ON ISSUANCE. The Company's ability to issue Class B Common Shares is restricted by certain provisions of its Articles of Incorporation, Section 1(c)(21) of Schedule D of the by-laws of NASD and certain interpretive letters addressed to the Company by NASD. 12. PLAN AMENDMENT; TERMINATION. This Plan (and any prior stock option plan of the Company) may be terminated or amended from time to time by the Company's Board of Directors, but no such amendment shall increase the aggregate number of Class A Common Shares or Class B Common Shares that may be issued under this Plan (except for adjustments authorized under paragraph 5 and comparable provisions in prior stock option plans) or change the designation in paragraph 2 of the class of employees eligible to receive Options, or cause Rule 16b-3 of the Securities Exchange Act of 1934 (or any successor rule to the same effect) to cease to be applicable to this Plan without further approval by the shareholders of the Company. 10-3 EX-23.A 4 EXHIBIT 23(A) 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 950,000 Class A Common Shares and 200,000 Class B Common Shares pertaining to the American Greetings Corporation 1996 Employee Stock Option Plan of our report dated March 28, 1996, with respect to the consolidated financial statements and schedule of American Greetings Corporation included in its Annual Report on Form 10-K for the year ended February 29, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Cleveland, Ohio July 10, 1996 EX-23.B 5 EXHIBIT 23(B) 1 EXHIBIT 23(b) CONSENT OF BROUSE & McDOWELL ---------------------------- [Included in Exhibit 5] EX-24 6 EXHIBIT 24 1 EXHIBIT 24 AMERICAN GREETINGS CORPORATION REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY American Greetings Corporation (the "Company") hereby constitutes and appoints William S. Meyer, Jon Groetzinger, Jr., James K. Roosa and Stanley E. Everett, and each of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to execute and file under the Securities Act of 1933 a Registration Statement on Form S-8 relating to the registration of 950,000 of the Company's Class A Common Shares and 200,000 of the Company's Class B Common Shares and any and all amendments and exhibits thereto, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the Company, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed at Cleveland, Ohio, this 11th day of July, 1996. American Greetings Corporation By: /s/Morry Weiss ------------------------------------------- Morry Weiss Chairman & Chief Executive Officer Attest: /s/Jon Groetzinger, Jr. --------------------------------------- Jon Groetzinger, Jr. Secretary 2 AMERICAN GREETINGS CORPORATION REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY The undersigned officers and directors of American Greetings Corporation (the "Company") hereby constitute and appoint William S. Meyer, Jon Groetzinger, Jr., James K. Roosa, and Stanley E. Everett, and each of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to execute and file under the Securities Act of 1933 a Registration Statement on Form S-8 relating to the registration of 950,000 of the Company's Class A Common Shares and 200,000 of the Company's Class B Common Shares and any and all amendments and exhibits thereto, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said officers and directors, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed at Cleveland, Ohio, this 11th day of July, 1996.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Irving I. Stone Founder-Chairman; July 11, - ----------------------- Chairman of the 1996 Irving I. Stone Executive Committee; Director /s/ Morry Weiss Chairman and Chief Executive July 11, - ----------------------- Officer; Director 1996 Morry Weiss /s/ Edward Fruchtenbaum President - Chief Operating July 11, - ----------------------- Officer; Director 1996 Edward Fruchtenbaum
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SIGNATURE TITLE DATE --------- ----- ---- /s/ Scott S. Cowen Director July 11, - ------------------------- 1996 Scott S. Cowen /s/ Herbert H. Jacobs Director July 11, - ------------------------- 1996 Herbert H. Jacobs /s/ Albert B. Ratner Director July 11, - ------------------------- 1996 Albert B. Ratner /s/ Harry H. Stone Director July 11, - ------------------------- 1996 Harry H. Stone /s/ Jeanette S. Wagner Director July 11, - ------------------------- 1996 Jeanette S. Wagner /s/ Milton A. Wolf Director July 11, - ------------------------- 1996 Milton A. Wolf /s/ Abraham Zaleznik Director July 11, - ------------------------- 1996 Abraham Zaleznik /s/ William S. Meyer Senior Vice President; July 11, - ------------------------- Chief Financial Officer 1996 William S. Meyer (principal accounting/ financial officer)
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