-----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, V/cQHb18SLtbzxOFNJukbikv39/3rIX04UdEFNnusvCXPfTGVLSL3njSBD09bN9p YBT4pcsjJ1jHOGEeerF69A== 0000007383-98-000022.txt : 19981125 0000007383-98-000022.hdr.sgml : 19981125 ACCESSION NUMBER: 0000007383-98-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981124 EFFECTIVENESS DATE: 19981124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMCO INC CENTRAL INDEX KEY: 0000007383 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 310200500 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67801 FILM NUMBER: 98757991 BUSINESS ADDRESS: STREET 1: 301 GRANT ST - 15TH FLR STREET 2: ONE OXFORD CENTRE CITY: PITTSBURGH STATE: PA ZIP: 15219-1415 BUSINESS PHONE: 4122559859 MAIL ADDRESS: STREET 1: 301 GRANT ST - 15TH FLR CITY: PITTSBURGH STATE: PA ZIP: 15219-1415 FORMER COMPANY: FORMER CONFORMED NAME: ARMCO STEEL CORP DATE OF NAME CHANGE: 19790506 S-8 1 AMENDED 1993 LONG-TERM INCENTIVE PLAN Registration No. 333- ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------------ ARMCO INC. (Exact name of registrant as specified in its charter) Ohio 31-0200500 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Oxford Centre 301 Grant Street Pittsburgh, Pennsylvania 15219-1415 (Address of principal executive offices, including Zip Code) ------------------------ AMENDED 1993 LONG-TERM INCENTIVE PLAN OF ARMCO INC. (Full title of the Plan) ------------------------ GARY R. HILDRETH, ESQ. Vice President, General Counsel and Secretary Armco Inc. One Oxford Centre 301 Grant Street Pittsburgh, Pennsylvania 15219-1415 (Name and address of agent for service) Telephone number, including area code, of agent for service: (412) 255-9800 CALCULATION OF REGISTRATION FEE ============================================================================ Proposed Proposed Title of maximum maximum securities to Amount to offering aggregate Amount of be registered be registered price per unit(1) offering registration price fee - ---------------------------------------------------------------------------- Common Stock, par value $.01 per share . 5,000,000 shares $3.875 $19,375,000 $5,386.25 Preferred Stock Purchase Right . . . . . .5,000,000 rights (2) (2) $100.00 ============================================================================ (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of Armco Inc. Common Stock on the New York Stock Exchange as shown on the Composite Tape on November 20, 1998. (2) Each share of Armco Inc. Common Stock offered pursuant to this Registration Statement will be accompanied by one Preferred Stock Purchase Right of Armco Inc. The Preferred Stock Purchase Rights are also being registered by this Registration Statement and are currently attached to and transferable only with the shares of Armco Inc. Common Stock registered hereby. The $100 registration fee paid with respect to the Preferred Stock Purchase Rights represents the minimum statutory fee pursuant to Section 6(b) of the Securities Act of 1933, as amended. =======================================================================
-2- PART II Item 3. Incorporation of Documents by Reference - ------- --------------------------------------- The following documents, descriptions, amendments and reports filed by Armco Inc. ("Armco") are incorporated by reference into this Registration Statement: (a) Armco's Annual Report on Form 10-K for the year ended December 31, 1997; (b) Armco's Quarterly Report on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998; (c) All other reports filed by Armco pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1997; (d) The description of Armco Capital Stock that appears as Exhibit 99 to Armco's Annual Report on Form 10-K for the year ended December 31, 1997, and any description of Armco Capital Stock that appears in any prospectus forming a part of any subsequent registration statement of Armco filed under the Securities Act of 1933, as amended (the "Securities Act"), or in any subsequent registration statement or report filed by Armco pursuant to Section 12 of the Exchange Act; and (e) The description of Armco's Preferred Stock Purchase Rights that appears in Armco's Registration Statement on Form 8-A, dated June 13, 1996, filed under Section 12 of the Exchange Act, and any description of Armco's Preferred Stock Purchase Rights that appears in any prospectus forming a part of any subsequent registration statement of Armco filed under the Securities Act or in any subsequent registration statement or report filed by Armco pursuant to Section 12 of the Exchange Act. All documents subsequently filed by Armco 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 by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities - ------- ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel - ------- -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers - ------- ----------------------------------------- Section 1701.13(E) of the Ohio Revised Code, under which law Armco is incorporated, grants corporations the power to indemnify a director, officer, employee or agent against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any proceeding, other than a derivative action, to which he is a party by reason of the fact that he is or was a director, officer, employee or agent of the corporation or was serving in a similar capacity with another entity at the request of the corporation if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, he had no reason to believe his conduct was unlawful. In the case of a derivative action, indemnification is limited to expenses and no indemnification shall be made in respect of (i) any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, a court determines, despite the adjudication of liability, but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for expenses or (ii) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Revised Code dealing with unlawful loans, dividends and distribution of assets. -3- Indemnification for expenses is mandatory under the statutory provisions if the person has been successful on the merits or otherwise in any such proceeding. The indemnification authorized by statute is not exclusive. Article IV of Armco's Regulations provides that Armco shall indemnify directors, officers, employees or agents to the full extent permitted by applicable law and may, subject to certain exceptions, do so in cases where applicable law does not provide for indemnification if authorized by the directors upon the determination that such indemnification is in the best interest of Armco. Armco maintains insurance policies insuring Armco and its directors and officers against claims resulting from defined acts or omissions to act, subject to various exclusions, including pollution and antitrust claims and claims resulting from dishonesty. After certain deductibles, policies cover up to $50,000,000 for all losses in the year. Item 7. Exemption from Registration Claimed - ------- ----------------------------------- Not Applicable. Item 8. Exhibits - ------- -------- (i) Articles of Incorporation of Armco, as amended as of April 4, 1996, incorporated by reference to Exhibit 3.2 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (ii) Regulations of Armco, incorporated by reference to Exhibit 3.2 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (iii) Shareholder Rights Agreement, dated as of February 23, 1996, between Armco and Fifth Third Bank, as Rights Agent, incorporated by reference to Exhibit 1 to Armco's Form 8-A, dated June 13, 1996. 5. Opinion re: legality. (i) Opinion of Gary R. Hildreth, Esq., including the consent of such counsel. 23. Consents of experts and counsel. (i) Consent of Deloitte & Touche LLP. (ii) The consent of Gary R. Hildreth, Esq. is contained in the opinion filed as Exhibit 5(i) to this Registration Statement. 24. Powers of Attorney. Item 9. Undertakings - ------- ------------ Armco 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 this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; -4- (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 this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if 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 Securities and Exchange Commission by Armco pursuant to Section 13 or 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 the 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. Armco hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Armco's Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Armco, Armco 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 Armco of expenses incurred or paid by a director, officer or controlling person of Armco 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, Armco 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. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Armco Inc., 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 Pittsburgh, Commonwealth of Pennsylvania, on November 24, 1998. ARMCO INC. By: /s/ James F. Will ------------------------- James F. Will Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 24, 1998. Signature Title --------- ----- /s/ James F. Will Chairman of the Board, President, Chief - -------------------------- Executive Officer and Director (James F. Will) /s/ Jerry W. Albright Vice President and Chief Financial - -------------------------- Officer (Jerry W. Albright) /s/ John N. Davis Vice President and Controller - -------------------------- (John N. Davis) DIRECTORS: * * - ---------------------------------- ------------------------------------- Dan R. Carmichael (1) Charles J. Hora, Jr. (1) * * - --------------------------------- ------------------------------------- Paula H.J. Cholmondeley (1) Bruce E. Robbins (1) * * - --------------------------------- ------------------------------------- Dorothea C. Gilliam (1) Jan H. Suwinski (1) * * - --------------------------------- ------------------------------------- John C. Haley (1) John D. Turner (1) -6- (1) By his signature set forth below, Gary R. Hildreth has signed this Registration Statement as attorney for the persons noted above, in the capacities above stated, pursuant to powers of attorney filed with the Securities and Exchange Commission as exhibits to this Registration Statement. By: /s/ Gary R. Hildreth ------------------------------- (Gary R. Hildreth, Attorney-in-Fact) -7- EXHIBIT INDEX Exhibit Number - -------------- (i) Articles of Incorporation of Armco, as amended as of April 4, 1996, incorporated by reference to Exhibit 3.2 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (ii) Regulations of Armco, incorporated by reference to Exhibit 3.2 to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (iii) Shareholder Rights Agreement, dated as of February 23, 1996, between Armco and Fifth Third Bank, as Rights Agent, incorporated by reference to Exhibit 1 to Armco's Form 8-A, dated June 13, 1996. 5. Opinion re: legality. (i) Opinion of Gary R. Hildreth, Esq., including the consent of such counsel. 23. Consents of experts and counsel. (i) Consent of Deloitte & Touche LLP. (ii) The consent of Gary R. Hildreth, Esq. is contained in the opinion filed as Exhibit 5(i) to this Registration Statement. 24. Powers of Attorney. -8- EX-5 2 EX-5(I) Exhibit 5(i) [LOGO OF ARMCO INC.] ARMCO INC. SPECIALTY FLAT-ROLLED STEELS One Oxford Centre 301 Grant Street Pittsburgh, PA 15219-1415 (412) 255-9800 November 24, 1998 Armco Inc. One Oxford Centre 301 Grant Street Pittsburgh, PA 15219-1415 Re: Registration Statement on Form S-8 Dear Sirs: As Vice President, General Counsel and Secretary of Armco Inc. (the "Company"), I am familiar with the Amended 1993 Long-Term Incentive Plan of Armco Inc. (the "Plan") and the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with respect to the registration of 5,000,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share, and of an equal number of Preferred Stock Purchase Rights (the "Rights"), which currently are attached to and transferable only with the Shares. I have examined or caused attorneys under my supervision to examine originals or photostatic or certified copies of such records of the Company, certificates of officers of the Company and of public officials, written documents constituting the Plan and other documents as I have deemed relevant and necessary as the basis for the opinion set forth below. In making such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon the foregoing and relying upon statements of fact contained in the documents that I have examined, I am of the opinion that, upon the issuance and delivery of the Shares and the related Rights in accordance with the provisions of the Plan, the Shares and the related Rights will have been validly issued and the Shares will be fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ Gary R. Hildreth Gary R. Hildreth Vice President, General Counsel and Secretary EX-23 3 EX-23(I) Exhibit 23(i) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this registration Statement of Armco Inc. on Form S-8 of our report dated February 9, 1998 on the consolidated financial statements of Armco Inc. and Subsidiaries appearing in and incorporated by reference in the Annual Report on Form 10-K of Armco Inc. for the year ended December 31, 1997. /S/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania November 24, 1998 EX-24 4 EX-24 Exhibit 24 POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /s/ Dan R. Carmichael ------------------------- Dan R. Carmichael Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /S/ Paula H.J. Cholmondeley ---------------------------- Paula H.J. Cholmondeley Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /s/ Dorothea C. Gilliam ------------------------- Dorothea C. Gilliam Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /S/ John C. Haley ------------------------ John C. Haley Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /s/ Charles J. Hora, Jr. ------------------------- Charles J. Hora, Jr. Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /s/ Bruce E. Robbins ------------------------ Bruce E. Robbins Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /s/ Jan H. Suwinski ---------------------- Jan H. Suwinski Director POWER OF ATTORNEY ARMCO INC. The undersigned, in each of my capacities with Armco Inc., an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 relating to shares of its Common Stock, par value $.01 per share, and to the related preferred stock purchase rights, hereby constitutes and appoints Gary R. Hildreth and James F. Will, and each of them individually, with full power of substitution and resubstitution, as attorneys or attorney to sign for the undersigned in my name said Registration Statements and any and all amendments thereto (including post-effective amendments), and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and of any such substitute. Executed this 25th day of September, 1998. /s/ John D. Turner --------------------- John D. Turner Director -----END PRIVACY-ENHANCED MESSAGE-----