-----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, De02JW9IT3VqA+OCAlcmq4inO1VDlVJ8nQFjgJrn8BzvqIvpgt0IOXEQdbo1XoPf GdW6DmHQRn9SpPwYIbOuxg== 0000950152-95-002625.txt : 19951119 0000950152-95-002625.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950152-95-002625 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951114 EFFECTIVENESS DATE: 19951203 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN ELECTRIC CO CENTRAL INDEX KEY: 0000059527 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 340359955 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64189 FILM NUMBER: 95591610 BUSINESS ADDRESS: STREET 1: 22801 ST CLAIR AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2164818100 S-8 1 LINCOLN ELECTRIC S-8 1 Registration No. ________________ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------ THE LINCOLN ELECTRIC COMPANY (Exact Name of Registrant as Specified in Its Charter) OHIO 34-0359955 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 22801 St. Clair Avenue, Cleveland, Ohio 44117 (Address of Principal Executive Offices Including Zip Code) ------------ 1995 LINCOLN STOCK PURCHASE PLAN (Full Title of the Plan) ------------ Frederick G. Stueber, Esq., Vice President, General Counsel and Secretary The Lincoln Electric Company 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199 (Name and Address of Agent For Service) ------------ (216) 481-8100 (Telephone Number, Including Area Code, of Agent For Service) ------------ CALCULATION OF REGISTRATION FEE
================================================================================================================= Title of Proposed Maxi- Proposed Maxi- Amount of Securities to Amount to be mum Offering mum Aggregate Registration be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee - ----------------------------------------------------------------------------------------------------------------- (I) Common Shares, | without par value | | 100,000 $24.75 $2,475,000 $853.45 | (II) Class A Common | Shares, without par | 100,000 $25.00 $2,500,000 $862.07 value | ================================================================================================================= (1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement also covers such additional Class A Common Shares, without par value and Common Shares, without par value (the "Common Shares") as may become issuable pursuant to the antidilution provisions of the 1995 Lincoln Stock Purchase Plan (the "Plan"). (2) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Common Shares on the NASDAQ National Market on November 8, 1995, within five business days prior to filing.
2 Part II Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents previously filed by The Lincoln Electric Company (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: the Prospectus dated June 29, 1995 filed pursuant to Rule 424(b) as a supplement to the Registrant's Registration Statement on Form S-3 (No. 33-58881), as amended; Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995; Registrant's Form 8-K dated May 26, 1995; and the descriptions of the Registrant's Common Shares contained in the registration statements filed under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and all amendments and reports filed for the purpose of updating those descriptions. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. Item 4. Description of Securities ------------------------- Not applicable. (Classes of securities to be offered are registered under Section 12 of the Exchange Act.) Item 5. Interests of Named Experts and Counsel -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Registrant's Restated Articles of Incorporation and Article IV of Registrant's Restated Code of Regulations are incorporated herein by reference to Exhibit 4.1 to the Form S-3 Registration Statement, No. 33-58881 (the "Registration Statement") and Exhibit 2 to the Registration Statement on Form 8-A ("Form 8-A"), respectively, both filed with the Commission, which allow indemnification of officers and directors to the fullest extent permitted for an Ohio company, pursuant to Section 1701.13 of the Ohio Revised Code. The Registrant maintains insurance on behalf of directors and certain officers against any loss arising from any claim asserted against him in any such capacity, subject to certain exclusions. Registrant has entered into indemnity agreements with its directors and expects to enter into similar agreements with any director elected or appointed in the future. Item 15, Part II of the Registration Statement is incorporated herein by reference. Item 7. Exemption from Registration Claims ---------------------------------- Not applicable. 3 Item 8. Exhibits -------- 4(a) Restated Articles of Incorporation are incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement. 4(b) Restated Code of Regulations are incorporated by reference to Exhibit 2 to Registrant's Form 8-A. 4(c) 1995 Lincoln Stock Purchase Plan. 23(a) Consent of Ernst & Young LLP, Independent Auditors. 23(b) Consent of Price Waterhouse, Independent Accountants. 24 Power of Attorney. 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 in the initial bona fide offering thereof. 4 (c) The undersigned Registrant hereby undertakes that, 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 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 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 of 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 Cleveland, State of Ohio, on November 9, 1995. THE LINCOLN ELECTRIC COMPANY By: /s/ Frederick G. Stueber --------------------------------------- Frederick G. Stueber, Vice President, 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 and on the date indicated. Signature Title Date --------- ----- ---- Date /s/ Donald F. Hastings * Chairman of the Board and Chief November 9, 1995 - ------------------------------------- Executive Officer Donald F. Hastings (Principal Executive Officer) /s/ Frederick W. Mackenbach * President, Chief Operating November 9, 1995 - ------------------------------------- Officer and Director Frederick W. Mackenbach /s/ H. Jay Elliott * Vice President, Chief Financial November 9, 1995 - ------------------------------------- Officer and Treasurer (Principal H. Jay Elliott Financial and Accounting Officer) /s/ Harry Carlson * Director November 9, 1995 - ------------------------------------- Harry Carlson /s/ David H. Gunning * Director November 9, 1995 - ------------------------------------- David H. Gunning
5 Signature Title Date --------- ----- ---- /s/ G. Russell Lincoln * Director November 9, 1995 - --------------------------------- G. Russell Lincoln /s/ Henry L. Meyer III * Director November 9, 1995 - --------------------------------- Henry L. Meyer III /s/ Craig R. Smith * Director November 9, 1995 - --------------------------------- Craig R. Smith /s/ Edward E. Hood, Jr. * Director November 9, 1995 - --------------------------------- Edward E. Hood, Jr. /s/ Paul E. Lego * Director November 9, 1995 - --------------------------------- Paul E. Lego /s/ Hugh L. Libby * Director November 9, 1995 - --------------------------------- Hugh L. Libby /s/ David C. Lincoln * Director November 9, 1995 - --------------------------------- David C. Lincoln /s/ Emma S. Lincoln * Director November 9, 1995 - --------------------------------- Emma S. Lincoln /s/ Kathryn Jo Lincoln * Director November 9, 1995 - --------------------------------- Kathryn Jo Lincoln /s/ Lawrence O. Selhorst * Director November 9, 1995 - --------------------------------- Lawrence O. Selhorst /s/ Frank L. Steingass * Director November 9, 1995 - --------------------------------- Frank L. Steingass * Frederick G. Stueber, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated Registrant and officers and directors thereof (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission.
November 9, 1995 By: /s/ Frederick G. Stueber ---------------------------------- Frederick G. Stueber, Vice President, General Counsel and Secretary 6 EXHIBIT INDEX -------------
Exhibit Exhibit Number Description ------ ----------- 4(a) Restated Articles of Incorporation are incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement. 4(b) Restated Code of Regulations are incorporated by reference to Exhibit 2 to Registrant's Form 8-A. 4(c) 1995 Lincoln Stock Purchase Plan. 23(a) Consent of Ernst & Young LLP, Independent Auditors. 23(b) Consent of Price Waterhouse, Independent Accountants. 24 Power of Attorney.
EX-4.C 2 LINCOLN ELECTRIC EXHIBIT 4(C) 1 Exhibit 4(c) THE LINCOLN ELECTRIC COMPANY 1995 LINCOLN STOCK PURCHASE PLAN 1. Purpose. The purpose of the Lincoln Stock Purchase Plan (the "Plan") is to provide a means for employees of The Lincoln Electric Company, an Ohio corporation (the "Company"), and its subsidiaries to acquire a proprietary interest (or increase an existing proprietary interest) in the Company through the purchase of common shares of the Company. 2. Definitions. As used in the Plan, "Account" means an account established for a Participant pursuant to the Plan. "Agent" means the bank, trust company, broker or other agent or agents selected by the Committee to carry out specified functions under the Plan. An employee or other affiliate of the Company may serve as the Agent. "Board" means the Board of Directors of the Company. "Committee" means the Committee referred to in Section 8(a) hereof. "Non-Voting Shares" means the Class A Common Shares, without par value, of the Company. "Participant" means an eligible employee who has elected to purchase shares under the Plan and who has not withdrawn all of the shares from his or her Account. "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to time by the Securities and Exchange Commission under the Securities Exchange Act of 1934, or any successor rule to the same effect. "Rules" shall mean the Rules adopted by the Committee for the administration of the Plan. "Subsidiary" means any corporation or other legal entity in which the Company owns, directly or indirectly, an equity interest and which has been designated by the Committee as an entity whose employees may participate in the Plan. "Voting Shares" means the Common Shares, without par value, of the Company. 3. Eligibility. Except to the extent that the Committee may establish limitations on participation in the Plan, any employee (including any officer, whether or not such officer is also a director of the Company) who has been in the employ of the Company or any Subsidiary for at least one year shall be eligible to participate in the Plan. An eligible employee may elect to purchase either Voting Shares or Non-Voting Shares or both in any particular year to the extent the same are made available for purchase pursuant to the Plan. 4. Purchase of Shares in the Open Market. Each eligible employee shall be entitled to purchase up to $10,000 worth of Voting Shares or Non-Voting Shares, as the employee may elect, per year. Any eligible employee may elect to purchase any or all of the shares so made available to him or her by filing an election on the form and in the manner prescribed by the Committee and authorizing the Company to periodically withhold from any compensation otherwise payable to him or her the amounts necessary to purchase and pay for such shares. Amounts so withheld, combined with the funds of other Participants, shall be transferred periodically to the Agent and applied by the Agent to the purchase of such shares in the open market at prices prevailing from time to time. To the extent shares of the class elected by an employee are not reasonably available for purchase in the open market when required by the Agent, the Agent may substitute shares of the other class. All such shares purchased by the Agent shall thereupon be credited to the employees' Accounts. 5. Purchase of Shares from the Company. (a) In addition to any shares that are made available pursuant to Section 4 hereof, the Committee may from time to time determine a number of shares to be offered to each eligible employee by the Company for purchase under the Plan each year and whether such 2 shares shall be Voting Shares or Non-Voting Shares or a combination thereof. In no event shall an eligible employee be entitled to purchase more than 800 shares per year pursuant to this Section 5. Unless otherwise determined by the Committee, the subscription period for any shares so offered shall commence one week after the filing with the Securities and Exchange Commission of the Company's quarterly report on Form 10-Q for the third quarter of each year and shall end on December 15 each year. The purchase price per share shall be the fair market value per share (as determined by the Committee) on the last day of the subscription period of the shares to be sold or if there is no trading of such shares on such last day, the next succeeding trading day. (b) Any eligible employee may elect to purchase any or all of the shares offered to him or her pursuant to this Section 5 by filing an election on the form and in the manner prescribed by the Committee. Unless otherwise determined by the Committee, such election may be revoked by the employee up until the close of business on the last day of the subscription period. Such employee shall promptly pay for the shares so subscribed for in a lump sum either in cash, through withholding from compensation otherwise payable to him or her or by such other medium of payment as the Committee may approve. Unless otherwise determined by the Committee, amounts so paid by such employee shall be applied by the Company to the purchase of such shares from the Company, and the shares so purchased shall thereupon be transferred to the Agent and credited to the employee's Account. (c) Subject to adjustment as provided in Section 7 hereof, the aggregate number of Voting Shares and Non-Voting Shares issued or transferred and sold by the Company under the Plan shall not exceed 1,250,000. Such shares may be shares of original issuance or treasury shares. 6. Accounts. Shares credited to the Accounts of Participants shall be held in the names and on behalf of the Participants by the Agent. Cash dividends shall be reinvested by the Agent in Voting Shares or Non-Voting Shares, which shall be added to the Participants' Accounts. To the extent practicable, dividends shall be reinvested in shares of the same class purchased by the agent in the open market. If shares of either class are not reasonably available for purchase on the open market when required by the Agent, the Agent may reinvest dividends in the other class of shares. If shares of such other class are not so available, the Agent may offer to purchase shares of either class from the Company or take such other action as the Committee may approve. Participants shall be entitled to exercise all such voting rights as may be applicable to shares credited to their Accounts. Any Participant may elect to withdraw any or all of the shares from his or her Account at any time, whereupon such Participant shall be entitled to receive a certificate or certificates representing the number of full shares withdrawn, together with cash for any fractional share. The Committee may, however, require that a minimum number of shares be maintained in a Participant's Account if less than all shares are withdrawn. 7. Adjustments Upon Changes in Capitalization. The Committee may make or provide for such adjustments in the number or kind of shares or other securities that may be sold under the Plan as the Committee in its sole discretion, exercised in good faith, may determine is required to reflect (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, partial or complete liquidation, issuance of rights or warrants to purchase stock, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. 8. Administration. (a) This Plan shall be administered by the Compensation Committee of the Board. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. The Committee may adopt and from time to time amend, modify or terminate the Rules. Any action required by the Plan to be taken by the Committee may be taken through the Rules or by separate Committee action. The Committee shall appoint the Agent and may delegate to it any of its powers or duties under the Plan except its authority to exercise discretion with respect to the amount, timing and pricing of the offering of shares pursuant to Section 5 hereof. (b) The interpretation and construction by the Committee of any provision of the Plan, the Rules or any related agreement, notification or document, and any determination by the Committee pursuant to any 3 provision of the Plan, the Rules or any such agreement, notification or document, shall be final and conclusive. No member of the Committee shall be liable to any person, including, without limitation, any Participant and any person claiming by, through or under such Participant, for any such action taken or determination made in good faith. (c) All fees and expenses of the Plan shall be paid by the Company, including, without limitation, the fees and expenses of the Agent and all brokerage commissions incurred in connection with the purchase of shares in the open market. 9. Amendments. This Plan may be amended from time to time by the Committee; provided, however, except as expressly authorized by this Plan, no such amendment shall cause the Plan to cease to satisfy any applicable condition of Rule 16b-3, without the further approval of the shareholders of the Company. 10. International Employees. In order to further the purposes of the Plan, the Committee may provide for such special terms for purchases of shares by Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company. 11. Miscellaneous. (a) To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant under the Plan, it shall be a condition to the receipt of any such payment or the realization of any such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of any taxes required to be withheld. (b) The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant's employment or other service at any time. (c) Participation in the Plan shall not preclude a Participant from participating in any other stock purchase plan of the Company, including, without limitation, any Company stock fund created under any 401(k) savings plan. (d) The Plan is intended to comply with Rule 16b-3 as in effect prior to May 1, 1991. The Committee may at any time elect that Rule 16b-3 as in effect on and after such date shall apply to the Plan. (e) Effectiveness of the Plan is subject to approval of the Plan by the Company's shareholders, and the Plan shall be implemented by the Committee following consummation of the Recapitalization Amendment contemplated by the Company's Proxy Statement for its annual meeting to be held in 1995. EX-23.A 3 LINCOLN ELECTRIC EXHIBIT 23(A) 1 Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Form S-8 Registration Statement and related Prospectus pertaining to the 1995 Lincoln Stock Purchase Plan of our report dated March 3, 1995, except for Note M as to which the date is June 5, 1995, with respect to the consolidated financial statements of The Lincoln Electric Company included in Amendment No. 2 to Registation Statement (Form S-3 No. 33-58881) filed with the Securities and Exchange Commission. Our audits also included the financial statement schedule of The Lincoln Electric Company listed in Item 14(a) of the Company's Annual Report (Form 10-K) for 1994 filed with the Securities and Exchange Commission. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based our our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Ernst & Young LLP Cleveland, Ohio November 10, 1995 EX-23.B 4 LINCOLN ELECTRIC EXHIBIT 23(B) 1 EXHIBIT 23(b) 110 George Street Parramatta Telephone (02) 633 3555 Box 975 Parramatta NSW 2124 Fax (02) 633 2362 Telex 27486 DX 8217 Parramatta - ------------------------------------------------------------------------------- PRICE WATERHOUSE [LOGO] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Form S-8 Registration Statement and related Prospectus pertaining to the 1995 Lincoln Stock Purchase Plan of our report dated 27 March 1995 relating to the consolidated financial statements of The Lincoln Electric Company (Australia) Proprietary Limited and subsidiaries (not presented separately therein) included in Amendment No. 2 to Registration Statement (Form S-3 No. 33-58881) filed with the Securities and Exchange Commissssion. /s/ Price Waterhouse Price Waterhouse Parramatta, Australia 10 November 1995 EX-24 5 LINCOLN ELECTRIC EXHIBIT 24 1 Exhibit 24 POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of The Lincoln Electric Company, an Ohio corporation (the "Company"), hereby constitutes and appoints Donald F. Hastings, H. Jay Elliott and Frederick G. Stueber, and each of them, his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him or her and in his or her name, place, and stead, to sign on his or her behalf as an officer or director of the Company Registration Statements to be filed pursuant to the Securities Act of 1933 on Form S-8 concerning certain Class A Common Shares, without par value and Common Shares, without par value (the "Common Shares") of the Company that are available for sale in connection with the Company's 1995 Lincoln Stock Purchase Plan and The Lincoln Electric Company Employee Savings Plan, and also any further Registration Statements concerning such Common Shares, and to sign any and all amendments or post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney and attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 9th day of November, 1995. /s/ Donald F. Hastings /s/ G. Russell Lincoln - -------------------------------------- ------------------------------- Donald F. Hastings G. Russell Lincoln Chairman of the Board and Director Chief Executive Officer /s/ Frederick W. Mackenbach /s/ Henry L. Meyer III - -------------------------------------- ------------------------------- Frederick W. Mackenbach Henry L. Meyer III President, Chief Operating Officer and Director Director /s/ H. Jay Elliott /s/ Craig R. Smith - -------------------------------------- ------------------------------- H. Jay Elliott Craig R. Smith Vice President, Chief Financial Officer and Director Treasurer /s/ Harry Carlson /s/ Edward E. Hood, Jr. - -------------------------------------- ------------------------------- Harry Carlson Edward E. Hood, Jr. Director Director /s/ David H. Gunning /s/ Paul E. Lego - -------------------------------------- ------------------------------- David H. Gunning Paul E. Lego Director Director 2 /s/ Hugh L. Libby /s/ Kathryn Jo Lincoln - --------------------------------------- ------------------------------ Hugh L. Libby Kathryn Jo Lincoln Director Director /s/ David C. Lincoln /s/ Lawrence O. Selhorst - --------------------------------------- ------------------------------ David C. Lincoln Lawrence O. Selhorst Director Director /s/ Emma S. Lincoln /s/ Frank L. Steingass - --------------------------------------- ------------------------------ Emma S. Lincoln Frank L. Steingass Director Director -----END PRIVACY-ENHANCED MESSAGE-----