-----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, B8/YdoaPnvzjCjLpXsI8sQx1JltG6hju8lqknQeHDoehNJtlRfVJuikdwbB+TWJq XaL3QxEassmjLwHDYgOXLw== 0000893877-96-000052.txt : 19960308 0000893877-96-000052.hdr.sgml : 19960308 ACCESSION NUMBER: 0000893877-96-000052 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960307 EFFECTIVENESS DATE: 19960326 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICORP /OR/ CENTRAL INDEX KEY: 0000075594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 930246090 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01545 FILM NUMBER: 96532410 BUSINESS ADDRESS: STREET 1: 700 NE MULTNOMAH STE 1600 CITY: PORTLAND STATE: OR ZIP: 97232 BUSINESS PHONE: 5037312000 FORMER COMPANY: FORMER CONFORMED NAME: PACIFICORP /ME/ DATE OF NAME CHANGE: 19890628 FORMER COMPANY: FORMER CONFORMED NAME: PC/UP&L MERGING CORP DATE OF NAME CHANGE: 19890628 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996 REGISTRATION NO. 33-__________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- PACIFICORP (Exact name of registrant as specified in its charter) -------------------- OREGON 93-9246090 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 700 NE Multnomah, Suite 1600 Portland, Oregon 97232 (Address of Principal (Zip Code) Executive Offices) -------------------- 1996 RESTRICTED STOCK AGREEMENTS BETWEEN PACIFICORP AND CERTAIN EXECUTIVES (FULL TITLE OF THE PLAN) RICHARD T. O'BRIEN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PACIFICORP 700 NE MULTNOMAH, SUITE 1600 PORTLAND, OR 97232 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (503) 731-2000 COPY TO: JOHN M. SCHWEITZER STOEL RIVES LLP 700 NE MULTNOMAH, SUITE 1600 PORTLAND, OREGON 97232 CALCULATION OF REGISTRATION FEE
========================================================================================= Proposed Proposed Maximum Maximum Amount Amount Offering Aggregate of Title of Securities to Be Price Per Offering Registration to Be Registered Registered Share(1) Price(1) Fee - ----------------------------------------------------------------------------------------- Common Stock 19,942 Shares $20.75 $413,797 $143 ========================================================================================= (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $20.75, which was the average of the high and low prices of the Common Stock on March 5, 1996, as reported in The Wall Street Journal for New York Stock Exchange listed securities.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. --------------------------------------- The following documents filed by PacifiCorp (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the common stock of the Company contained in the Company's registration under Section 12 of the Securities Exchange Act of 1934, including any amendment or report updating such description. All reports and other documents subsequently filed by the Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment 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 date of the filing of such reports and 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. ----------------------------------------- The Company's Second Restated Articles of Incorporation, as amended ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require the Company to indemnify directors and officers to the fullest extent not prohibited by law. The right to and amount of indemnification will be ultimately subject to determination by a court that indemnification in the circumstances presented is consistent with public policy considerations and other provisions of law. It is likely, however, that the Restated Articles would require indemnification at least to the extent that indemnification is authorized by the Oregon Business Corporation Act ("OBCA"). The effect of the OBCA is summarized as follows: (a) The OBCA permits the Company to grant a right of indemnification in respect of any pending, threatened or completed action, suit or proceeding, other than an action by or in the right of the Company, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred, provided the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Indemnification is not permitted in connection with a II-1 proceeding in which a person is adjudged liable on the basis that personal benefit was improperly received unless indemnification is permitted by a court upon a finding that the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances. The termination of a proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent is not, of itself, determinative that the person did not meet the prescribed standard of conduct. (b) The OBCA permits the Company to grant a right of indemnification in respect of any proceeding by or in the right of the Company against the reasonable expenses (including attorneys' fees) incurred, if the person concerned acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification may be granted if such person is adjudged to be liable to the Company unless permitted by a court. (c) Under the OBCA, the Company may not indemnify a person in respect of a proceeding described in (a) or (b) above unless it is determined that indemnification is permissible because the person has met the prescribed standard of conduct by any one of the following: (i) the Board of Directors, by a majority vote of a quorum consisting of directors not at the time parties to the proceeding, (ii) if a quorum of directors not parties to the proceeding cannot be obtained, by a majority vote of a committee of two or more directors not at the time parties to the proceeding, (iii) by special legal counsel selected by the Board of Directors or the committee thereof, as described in (i) and (ii) above, or (iv) by the shareholders. Authorization of the indemnification and evaluation as to the reasonableness of expenses are to be determined as specified in any one of (i) through (iv) above, except that if the determination of such indemnification's permissibility is made by special counsel then the determination of the reasonableness of such expenses is to be made by those entitled to select special counsel. Indemnification can also be ordered by a court if the court determines that indemnification is fair in view of all of the relevant circumstances. Notwithstanding the foregoing, every person who has been wholly successful, on the merits or otherwise, in defense of a proceeding described in (a) or (b) above is entitled to be indemnified as a matter of right against reasonable expenses incurred in connection with the proceeding. (d) Under the OBCA, the Company may pay for or reimburse the reasonable expenses incurred in defending a proceeding in advance of the final disposition thereof if the director or officer receiving the advance furnishes (i) a written affirmation of the director's or officer's good faith belief that he or she has met the prescribed standard of conduct, and (ii) a written undertaking to repay the advance if it is ultimately determined that such person did not meet the standard of conduct. The rights of indemnification described above are not exclusive of any other rights of indemnification to which officers or directors may be entitled under any statute, agreement, vote of shareholders, action of directors, or otherwise. Resolutions adopted by the Company's Board of Directors require the Company to indemnify directors and officers of the Company to the fullest extent permitted by law and are intended to create an obligation to indemnify to the fullest extent a court may find to be consistent with public policy considerations. The Company has directors' and officers' liability insurance coverage which insures officers and directors of the Company against certain liabilities. Item 7. Exemption From Registration Claimed. ----------------------------------- Not Applicable. II-2 Item 8. Exhibits. -------- (4)(a) Second Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit (3)a, Form 10-K for the fiscal year ended December 31, 1992, File No. 1-5152. (4)(b) Bylaws of the Company as amended May 10, 1995. Incorporated by reference to Exhibit (3)b, Form 10-K for the fiscal year ended December 31, 1993, File No. 1-5152. (23) Consent of Deloitte & Touche. (24) Powers 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 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 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 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 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) 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 Securities Act II-3 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 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 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 Portland, State of Oregon, on February 23, 1996. PACIFICORP By FREDERICK W. BUCKMAN ---------------------------------------- Frederick W. Buckman President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons on February 23, 1996 in the capacities indicated. SIGNATURE TITLE *FREDERICK W. BUCKMAN President, Chief Executive Officer - ----------------------------------- and Director Frederick W. Buckman *RICHARD T. O'BRIEN Senior Vice President and Chief - ----------------------------------- Financial Officer (also Chief Richard T. O'Brien Accounting Officer) *KATHRYN A. BRAUN Director - ----------------------------------- Kathryn A. Braun *C. TODD CONOVER Director - ----------------------------------- C. Todd Conover *RICHARD C. EDGLEY Director - ----------------------------------- Richard C. Edgley *NOLAN E. KARRAS Director - ----------------------------------- Nolan E. Karras *KEITH R. McKENNON Director - ----------------------------------- Keith R. McKennon (CHAIRMAN) *ROBERT G. MILLER Director - ----------------------------------- Robert G. Miller II-5 *VERL R. TOPHAM Director - ----------------------------------- Verl R. Topham *DON M. WHEELER Director - ----------------------------------- Don M. Wheeler *NANCY WILGENBUSCH Director - ----------------------------------- Nancy Wilgenbusch *PETER I. WOLD Director - ----------------------------------- Peter I. Wold *By FREDERICK W. BUCKMAN ------------------------------- Frederick W. Buckman (ATTORNEY-IN-FACT) II-6 EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number - ------- -------------------- ---------- (4)(a) Second Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit (3)a, Form 10-K for the fiscal year ended December 31, 1992, File No. 1-5152. (4)(b) Bylaws of the Company, as amended May 10, 995. Incorporated by reference to Exhibit (3)b, Form 10-K for the fiscal year ended December 31, 1993, File No. 1-5152. (23) Consent of Deloitte & Touche LLP. (24) Powers of Attorney. II-6 EX-23 2 EXHIBIT 23 Exhibit 23 INDEPENDENT AUDITORS' CONSENT PacifiCorp: We consent to the incorporation by reference in this Registration Statement of PacifiCorp on Form S-8 of our reports dated February 17, 1995 (March 9, 1995 as to the agreement to acquire the minority interest in Pacific Telecom, Inc.), appearing in and incorporated by reference in the Annual Report on Form 10-K of PacifiCorp for the year ended December 31, 1994. DELOITTE & TOUCHE LLP March 5, 1996 EX-24 3 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By FREDERICK W. BUCKMAN ----------------------------------- Frederick W. Buckman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By RICHARD T. O'BRIEN ----------------------------------- Richard T. O'Brien POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By KATHRYN A. BRAUN ----------------------------------- Kathryn A. Braun POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By C. TODD CONOVER ----------------------------------- C. Todd Conover POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By RICHARD C. EDGLEY ----------------------------------- Richard C. Edgley POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By NOLAN E. KARRAS ----------------------------------- Nolan E. Karras POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By KEITH R. McKENNON ----------------------------------- Keith R. McKennon POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By ROBERT G. MILLER ----------------------------------- Robert G. Miller POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By VERL R. TOPHAM ----------------------------------- Verl R. Topham POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By DON M. WHEELER ----------------------------------- Don M. Wheeler POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By NANCY WILGENBUSCH ----------------------------------- Nancy Wilgenbusch POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement under The Securities Act of 1933, prepared in connection with the Restricted Stock Agreements with Frederick W. Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T. O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: February 23, 1996 By PETER I. WOLD ----------------------------------- Peter I. Wold -----END PRIVACY-ENHANCED MESSAGE-----