-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BaVnDy86cyhKjvCieSqyPEy/ssASzlPqznJvbbxQrPFBcuMC6rZqYwIShU798/F/ UKt9Yq1/KjjxdwyCYhz4gA== 0000906416-94-000083.txt : 19941222 0000906416-94-000083.hdr.sgml : 19941222 ACCESSION NUMBER: 0000906416-94-000083 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941221 EFFECTIVENESS DATE: 19941221 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-27598 FILM NUMBER: 94565697 BUSINESS ADDRESS: STREET 1: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: PARK AVENUE PLAZA CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 S-8 POS 1 As filed with the Securities and Exchange Commission on December 21, 1994 Registration Number 33-27598 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ALLEGHANY CORPORATION (Exact name of registrant as specified in its charter) Delaware 51-0283071 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Park Avenue Plaza New York, New York 10055 (212) 752-1356 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CHICAGO TITLE AND TRUST COMPANY PERFORMANCE UNIT INCENTIVE PLAN (successor to Chicago Title and Trust Company Stock Purchase Plan for Key Employees) (Full Title of Plan) Robert M. Hart, Esq. Senior Vice President and General Counsel Alleghany Corporation Park Avenue Plaza New York, New York 10055 (212) 752-1356 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- Copies to: Linda E. Ransom, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York 10112 (212) 632-3350 -------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Post-Effective Amendment No. 1 (the "Post- Effective Amendment") is being filed by Alleghany Corporation ("Alleghany") and amends the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on March 17, 1989, in connection with the Chicago Title and Trust Company Stock Purchase Plan for Key Employees (the "Plan"). The Plan has been subsumed under and forms a part of the Performance Unit Incentive Plan of Chicago Title and Trust Company. The Registration Statement continues to relate to the offering of shares of common stock, par value $1.00 per share, of Alleghany pursuant to that part of the Performance Unit Incentive Plan of Chicago Title and Trust Company that constitutes the Plan. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by Alleghany (File No. 1-9371) are incorporated herein by reference and made a part hereof: (a) Alleghany's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) Alleghany's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994; and (c) the description of the Common Stock of Alleghany contained in its Registration Statement on Form 10 filed pursuant to Section 12 of the Exchange Act, which incorporates by reference certain portions of Alleghany's Proxy Statement dated November 26, 1986 relating to its Special Meeting of Stockholders held on December 19, 1986; such description is qualified in its entirety by reference to the (i) Restated Certificate of Incorporation of Alleghany, as amended, and (ii) By-Laws of Alleghany, as amended, filed as Exhibits 3.1 and 3.3, respectively, to this Registration Statement, and any amendment or report filed for the purpose of updating that description. All documents filed by Alleghany pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Post-Effective Amendment and 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 the Registration Statement and to be part thereof from the date of filing of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Alleghany is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law as to indemnification by Alleghany of its officers and directors. The general effect of such law is to empower a corporation to indemnify any of its officers and directors against certain expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with certain actions, suits or proceedings (threatened, pending or completed) if the person to be indemnified 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, had no reasonable cause to believe his conduct was unlawful. Article Tenth of Alleghany's Restated Certificate of Incorporation, as amended (which Restated Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to this Registration Statement), provides for the indemnification of Alleghany's officers and directors in accordance with the Delaware General Corporation Law, and includes, as permitted by the Delaware General Corporation Law, certain limitations on the potential personal liability of members of Alleghany's Board of Directors for monetary damages as a result of actions taken in their capacity as Board members. The directors and officers of Alleghany are covered by insurance policies indemnifying them against certain liabilities arising under the Securities Act, which might be incurred by them in such capacities. ITEM 8. EXHIBITS. The documents listed hereunder are filed as exhibits hereto. Exhibit Number Description -------------- ----------- *3.1 Restated Certificate of Incorporation of Alleghany, as amended by Amendment accepted and received for filing by the Secretary of State of the State of Delaware on June 23, 1988. *3.2 By-Laws of Alleghany. **3.3 By-Laws of Alleghany as amended July 1, 1992, filed as Exhibit 3.02 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, are incorporated herein by reference. *4.1 Chicago Title and Trust Company Stock Purchase Plan for Key Employees. *4.2 Form of Stock Purchase Agreement between Alleghany Corporation and Chicago Title and Trust Company. *4.3 Form of Stock Purchase Agreement between Chicago Title and Trust Company and Employee. **4.4 Chicago Title and Trust Company Performance Unit Incentive Plan, as Amended and Restated as of January 1, 1993, filed as Exhibit 10.15 to Alleghany's Annual Report on Form 10-K for the year ended December 31, 1993, is incorporated herein by reference. *5.1 Opinion and Consent of Counsel. +23.1 Consent of Peat Marwick Main & Co. dated March 17, 1989. **23.2 Consent of KPMG Peat Marwick LLP dated December 21, 1994. ++24.1 Powers of Attorney. **24.2 Powers of Attorney. **28 Information from reports furnished to state regulatory authorities by Underwriters Reinsurance Company and Commercial Underwriters Insurance Company, filed as Exhibit 28 to Alleghany's Annual Report on Form 10-K for the year ended December 31, 1993, is incorporated herein by reference. ------------------------ * Previously filed. ** Filed herewith. + Previously filed as Exhibit 24.1. ++ Previously filed as Exhibit 25.1. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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; and (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 by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (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 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 21st day of December, 1994. ALLEGHANY CORPORATION By: /s/ John J. Burns, Jr. ----------------------------- John J. Burns, Jr. President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date: December 21, 1994 By: /s/ John J. Burns, Jr. ------------------------------ John J. Burns, Jr. President and Director (principal executive officer) Date: December 21, 1994 By: * ------------------------------ Dan R. Carmichael Director Date: December 21, 1994 By: /s/ David B. Cuming ------------------------------ David B. Cuming Senior Vice President (principal financial officer) Date: December 21, 1994 By: * ------------------------------ Allan P. Kirby, Jr. Director Date: December 21, 1994 By: * ------------------------------ F.M. Kirby Chairman of the Board and Director Date: December 21, 1994 By: * ------------------------------ William K. Lavin Director Date: December 21, 1994 By: /s/ Peter R. Sismondo ------------------------------ Peter R. Sismondo Vice President, Controller and Assistant Secretary (principal accounting officer) Date: December 21, 1994 By: * ------------------------------ John E. Tobin Director Date: December 21, 1994 By: * ------------------------------ James F. Will Director Date: December 21, 1994 By: * ------------------------------ Paul F. Woodberry Director Date: December 21, 1994 By: * ------------------------------ S. Arnold Zimmerman Director *By: /s/ John J. Burns, Jr. ------------------------------------------ John J. Burns, Jr., Attorney-in-Fact INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- *3.1 Restated Certificate of Incorporation of Alleghany, as amended by Amendment accepted and received for filing by the Secretary of State of the State of Delaware on June 23, 1988. *3.2 By-Laws of Alleghany. **3.3 By-Laws of Alleghany as amended July 1, 1992, filed as Exhibit 3.02 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, are incorporated herein by reference. *4.1 Chicago Title and Trust Company Stock Purchase Plan for Key Employees. *4.2 Form of Stock Purchase Agreement between Alleghany Corporation and Chicago Title and Trust Company. *4.3 Form of Stock Purchase Agreement between Chicago Title and Trust Company and Employee. **4.4 Chicago Title and Trust Company Performance Unit Incentive Plan, as Amended and Restated as of January 1, 1993, filed as Exhibit 10.15 to Alleghany's Annual Report on Form 10-K for the year ended December 31, 1993, is incorporated herein by reference. *5.1 Opinion and Consent of Counsel. +23.1 Consent of Peat Marwick Main & Co. dated March 17, 1989. **23.2 Consent of KPMG Peat Marwick LLP dated December 21, 1994. ++24.1 Powers of Attorney. **24.2 Powers of Attorney. **28 Information from reports furnished to state regulatory authorities by Underwriters Reinsurance Company and Commercial Underwriters Insurance Company, filed as Exhibit 28 to Alleghany's Annual Report on Form 10-K for the year ended December 31, 1993, is incorporated herein by reference. ------------------------ * Previously filed. ** Filed herewith. + Previously filed as Exhibit 24.1. ++ Previously filed as Exhibit 25.1. EX-23.2 2 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Alleghany Corporation: We consent to incorporation by reference in the Post- Effective Amendment No. 1 constituting part of the Registration Statement (No. 33-27598) on Form S-8 of our reports dated February 23, 1994 relating to the financial statements and related schedules of Alleghany Corporation and subsidiaries, which appear in, or are incorporated by reference in the Annual Report on Form 10-K of Alleghany Corporation for the fiscal year ended December 31, 1993. Our reports refer to the adoption of the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and No. 109, "Accounting for Income Taxes" at December 31, 1993 and in 1992, respectively. KPMG PEAT MARWICK LLP New York, New York December 21, 1994 EX-24.2 3 EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 19th day of December, 1994. /s/ Dan R. Carmichael ----------------------------- Dan R. Carmichael POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 21st day of December, 1994. /s/ Allan P. Kirby, Jr. ----------------------------- Allan P. Kirby, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 20th day of December, 1994. /s/ F.M. Kirby ----------------------------- F.M. Kirby POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 19th day of December, 1994. /s/ William K. Lavin ----------------------------- William K. Lavin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 20th day of December, 1994. /s/ John E. Tobin ----------------------------- John E. Tobin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 21st day of December, 1994. /s/ James F. Will ----------------------------- James F. Will POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 21st day of December, 1994. /s/ Paul F. Woodberry ----------------------------- Paul F. Woodberry POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR., and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of up to 100,000 shares of Common Stock, $1.00 par value, of Alleghany Corporation (the "Shares"), including specifically, but without limitation thereof, power and authority to sign his name as director of Alleghany Corporation to any amendment to the Registration Statement filed with the Securities and Exchange Commission on March 17, 1989 (File No. 33-27598) and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents on the 21st day of December, 1994. /s/ S. Arnold Zimmerman ----------------------------- S. Arnold Zimmerman -----END PRIVACY-ENHANCED MESSAGE-----