-----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, EoKazrqE/Q66HCAF5v/qPbdvhnZrMPIv3iVBuqMGuC6lVX+XYlu/K0SFdIUR7+iF in7R8uJsQzJdRpMHI8G2dA== 0000950152-97-008552.txt : 19971211 0000950152-97-008552.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950152-97-008552 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971210 EFFECTIVENESS DATE: 19971210 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNUM CORP CENTRAL INDEX KEY: 0000795581 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 010405657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41917 FILM NUMBER: 97735760 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST P612 CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 207-770-43 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 S-8 1 UNUM CORPORATION REGISTRATION STATEMENT FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- UNUM CORPORATION (Exact name of issuer as specified in its charter) Delaware 01-0405657 (State of incorporation) (I.R.S. Employer Identification No.) 2211 Congress Street, Portland, Maine 04122 (Address of principal executive offices) ---------------------- UNUM CORPORATION 1998 GOALS STOCK OPTION PLAN (Full title of the plan) KEVIN J. TIERNEY, Esquire Secretary UNUM CORPORATION 2211 Congress Street Portland, Maine 04122 (Name and address of agent for service) (207) 770-4363 (Telephone number, including area code, of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================================= Proposed Maximum TITLE OF SECURITIES Amount to Be Aggregate Offering Amount of Registration Fee TO BE REGISTERED Registered(1) Price(2) - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par 3,000,000 $98,356,287.50 $29,015.10 value =============================================================================================================================
(1) Also includes an indeterminable number of shares that may become issuable pursuant to anti-dilution provisions of the Plan. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum aggregate offering price was calculated, for the shares of Common Stock presently subject to options under the Plan, based upon the exercise price for such shares (ranging from $19 to $36.1875), and for the remaining shares, based upon the per share market price of $49.375, representing the average of the high and low sale prices on December 3, 1997 as reported on the New York Stock Exchange. 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a) through (c) below are incorporated by reference in the registration statement. All documents filed by UNUM Corporation (the "Company" or "registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been sold, or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. (a) The Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996, filed with the Commission on March 25, 1997; (b) All other reports filed by the Company, pursuant to Section 13(a) or 15(d) of the Exchange Act, since the Annual Report on Form 10-K referenced above; and (c) The description of the Company's Common Stock contained in the Company's registration statement on Form 8-A, including any amendment or report filed for the purpose of updating such description. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The legality of the shares of Common Stock offered hereby has been passed upon for the Company by Kevin J. Tierney, General Counsel and Secretary to the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers under certain circumstances for liabilities incurred in connection with their activities in such capacities (including reimbursement for expenses incurred). Article VIII of the Company's Bylaws provides that the Company has the power to indemnify directors and officers under certain circumstances for liabilities and expenses incurred by reason of their actions as agents of the Company. In addition, the Company maintains an insurance policy that indemnifies directors and officers against certain liabilities. -1- 3 ITEM 8. EXHIBITS. 4.1 UNUM Corporation 1998 Goals Stock Option Plan 5.1 Opinion of Kevin J. Tierney as to the legality of the shares of Common Stock being registered 15.1 Letter re: unaudited interim financial information 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Kevin J. Tierney (included in Opinion filed as Exhibit 5.1) 24.1 Power of Attorney ITEM 9. UNDERTAKINGS. 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; (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 (i) and (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 13(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. 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, 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. 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 his counsel the matter had 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. -2- 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 Portland, Maine, on December 10, 1997. UNUM CORPORATION By: /s/ James F. Orr III -------------------------------- James F. Orr III, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 10, 1997.
Signature Title - --------- ----- /s/ Robert E. Broatch Senior Vice President and - --------------------------------- Chief Financial Officer Robert E. Broatch /s/ John M. Lang, Jr. Vice President and - --------------------------------- Corporate Controller John M. Lang, Jr. * Director - --------------------------------- Gale O. Averyt * Director - --------------------------------- Robert E. Dillon, Jr. * Director - --------------------------------- Gwain H. Gillespie Director - --------------------------------- Ronald E. Goldsberry * Director - --------------------------------- Donald W. Harward * Director - --------------------------------- George J. Mitchell
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Signature Title - --------- ----- * Director - --------------------------------- Cynthia A. Montgomery * Director - --------------------------------- James L. Moody, Jr. * Director - --------------------------------- Lawrence R. Pugh * Director - --------------------------------- Lois Dickson Rice * Director - --------------------------------- John W. Rowe /s/ John-Paul DeRosa - --------------------------------- *John-Paul DeRosa, as attorney-in-fact
-4- 6 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 UNUM Corporation 1998 Goals Stock Option Plan 5.1 Opinion of Kevin J. Tierney as to the legality of the shares of Common Stock being registered 15.1 Letter re: unaudited interim financial information 23.1 Consent of Coopers & Lybrand L.L.P. 24.1 Power of Attorney EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 UNUM CORPORATION 1998 GOALS STOCK OPTION PLAN SECTION 1. Purpose. -------- The purpose of the UNUM Corporation 1998 Goals Stock Option Plan (the "Plan") is to promote the interests of the Corporation and its stockholders by motivating all eligible employees of the Corporation and its subsidiaries to strive to attain the 1998 Goals. SECTION 2. Definitions. ------------ "1998 Goals" shall mean the long-term goals of the Corporation attached as an exhibit to the Plan. "Administrator" shall mean the Chief Executive Officer of the Corporation. "Affiliate" shall mean any corporation or other entity which is not a Subsidiary but as to which the Corporation possesses a direct or indirect ownership interest and has representation on its board of directors or any similar governing body. "Board" shall mean the board of directors of the Corporation. "Common Stock" or "Stock" shall mean the common stock, $.10 par value, of the Corporation. "Corporation" shall mean UNUM Corporation. "Employee" shall mean any employee of the Employer who at the time of the granting of an Option is eligible for any annual incentive or profit-sharing plan of the Employer and is not a Vice President or more senior officer of the Corporation or subject to the reporting requirements under Section 16 of the Exchange Act. "Employer" shall mean the Corporation and any Subsidiary or Affiliate. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Fair Market Value" shall mean the average of the highest and lowest sales prices reported for consolidated trading of the Stock on the New York Stock Exchange on the date in question, or, if the Stock shall not have been traded on such date, the average of such highest and lowest sales prices on the first day prior thereto on which the Stock was so traded. "Fiscal Year" shall mean the fiscal year of the Corporation. "Option" shall mean an Option granted under Section 5 hereof. "Participant" shall mean an Employee who receives a grant of Options under the Plan. "Subsidiary" shall mean any business entity in which the Corporation possesses directly or indirectly fifty percent (50%) or more of the total combined voting power 2 SECTION 3. Administration. --------------- The Administrator shall have full power to interpret and administer the Plan and full authority to adopt, alter and repeal such rules, guidelines and practices governing the Plan as he or she shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Option issued under the Plan (and any agreements relating thereto); to direct employees of the Corporation and its subsidiaries or other advisors to prepare such materials or perform such analysis as he or she deems necessary or appropriate; and otherwise to supervise the administration of the Plan. Any interpretation and administration of the Plan by the Administrator, and all his or her actions, shall be final, binding and conclusive on the Corporation, its stockholders, Subsidiaries, Affiliates, Participants, their respective legal representatives, successors and assigns and upon all persons claiming under or through any of them. The Administrator shall not incur any liability for any action taken or omitted, or any determination made, in good faith, in connection with the Plan. SECTION 4. Maximum Amount Available for Options. ------------------------------------- Subject to adjustment as provided in Section 7(i), the maximum number of shares of Stock in respect of which Options may be made under the Plan shall be a total of 3,000,000 shares of Common Stock. Shares of Common Stock may be made available from the authorized but unissued shares of the Corporation or from shares reacquired by the Corporation, including shares purchased in the open market. In the event that (i) an Option expires or is cancelled unexercised as to any shares of Common Stock covered thereby, or (ii) any Option in respect of shares is forfeited for any reason under the Plan, such shares shall thereafter be again available for award pursuant to the Plan. SECTION 5. Stock Options. -------------- (a) GRANT. On January 3, 1995 each Employee shall receive an automatic grant of an Option to purchase 300 shares of the Common Stock. Thereafter, Employees who are hired during 1995, 1996 and 1997 will receive an automatic grant of an Option to purchase 300, 200 and 100 shares of the Common Stock, respectively, on the last working date of the calendar year in which they are hired. (b) OPTION PRICE. The Option Price for any Option shall be the greater of 100% of the Fair Market Value of the Common Stock on the date of grant or 100% of the Fair Market Value of the Common Stock on January 3, 1995. (c) Exercise. --------- (1) All Options granted under the Plan shall become exercisable nine years from the date of grant, or on such earlier date as the Administrator may determine in the event that the Corporation has, in the opinion of the Administrator, attained the 1998 Goals. No Option may be exercised more than ten years after the date of grant, at which time each Option shall expire. The Administrator may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal or state securities laws, as he or she may deem necessary or advisable. (2) No shares shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price for all shares subject to the Option therefor is received by the Corporation. Such payment may be made in cash, or its equivalent, or, subject to such rules and guidelines as the Administrator may establish, by exchanging shares of Common Stock owned by the Participant -2- 3 (which are not the subject of any pledge or other security interest), or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Common Stock so tendered to the Corporation, valued as of the date of such tender, is at least equal to such Option Price. (d) Termination of Employment. -------------------------- (1) A Participant shall forfeit all Options granted under the Plan if he or she ceases to be an Employee or ceases to be eligible for any annual incentive or profit-sharing plan of the Employer for any reason before such Options have become exercisable. (2) If a Participant is terminated for cause, he or she shall forfeit all Options granted under the Plan as of the date of termination. (3) If a Participant ceases to be an Employee for any reason other than termination for cause after the Options granted under the Plan have become exercisable, the Participant may exercise such Options: (a) at any time until expiration of the Options if termination of employment is due to permanent disability of the Participant; (b) until the earlier of expiration of the Options or three years after the date of termination, if termination is due to retirement or death of the Participant; or (c) until the earlier of expiration of the Options or three months after the date of termination if termination is for any other reason. SECTION 6. Change of Control. ------------------ Notwithstanding anything to the contrary contained herein, and notwithstanding any contrary waiting period or installment period in any agreement relating to an Option or in the Plan, each outstanding Option shall become exercisable in full for the aggregate number of shares covered thereby in the event of a Change in Control (as hereinafter defined). For purposes of this Plan, a Change in Control shall be deemed to have occurred upon the first to occur of the following events: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Corporation or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 40% of the number of the Corporation's then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in Subsection 6(i), (iii) or (iv) of this Section 6) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at -3- 4 the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than 60% of the number of outstanding securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets. SECTION 7. General Provisions. ------------------- (a) "CASHLESS EXERCISE." The Participant shall be entitled to elect to pay all or a portion of the exercise price for options granted under this Plan and any withholding taxes in connection with such exercise by having the shares of Common Stock to be issued by the Corporation pursuant to such exercise sold by a broker-dealer under circumstances meeting the requirements of 12 C.F.R. Section 220. (b) NONTRANSFERABILITY. No Option shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution. (c) NO RIGHT TO EMPLOYMENT. The grant of an Option shall not be construed as giving a Participant the right to be retained in the employ of the Employer. Further, the Employer expressly reserves the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into with respect to an Option. (d) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable Option, no Participant or transferee of an Option shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed under the Plan until he or she has become the holder thereof. (e) CONSTRUCTION OF THE PLAN. The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Delaware. (f) EFFECTIVE DATE. The Plan shall become effective on January 3, 1995 (the "Effective Date"). No Options may be granted under the Plan after December 31, 1997. (g) AMENDMENT OF PLAN. The Administrator may amend, suspend or terminate the Plan or any portion thereof at any time provided that no modification or termination of the Plan shall, without the Participant's consent, alter or impair any of his or her rights or obligations under any Option theretofore granted to him or her under the Plan. (h) AMENDMENT OF OPTION. The Administrator may amend, modify or terminate any outstanding Option with the Participant's consent at any time prior to payment or exercise in any manner not inconsistent with the terms of the Plan, including without limitation, (i) to change the date or dates as of which an Option becomes exercisable; or (ii) to cancel and reissue an Option under such different terms and conditions as it determines appropriate. -4- 5 (i) ADJUSTMENTS AND ASSUMPTION. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Corporation, the Administrator shall make such adjustments as it deems appropriate in the number and kind of shares authorized by the Plan, in the number and kind of shares covered by the Options granted, and in the purchase price of outstanding Options. In the event of any merger, consolidation or other reorganization in which the Corporation is not the surviving or continuing corporation, all Options granted hereunder and outstanding on the date of such event shall be assumed by the surviving or continuing corporation with appropriate adjustment as to the number and kind of shares and purchase price of the shares. -5- EX-5.1 3 EXHIBIT 5.1 1 Exhibit 5.1 [UNUM LETTERHEAD] December 10, 1997 UNUM Corporation 2211 Congress Street Portland, Maine 04122 Gentlemen: As counsel and Secretary for UNUM Corporation, a Delaware corporation (the "Company"), I am familiar with the Company's 1998 Goals Stock Option Plan (the "Plan") and the registration under the Securities Act of 1933 on Form S-8 of 3,000,000 shares of Common Stock, $.10 par value per share, of the Company (the "Shares") reserved for issuance under the Plan. Based upon my examination of the Plan and such other documents as I have deemed relevant, I am of the opinion that the Shares, when issued and paid for pursuant to the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit No. 5.1 to the Registration Statement on Form S-8 relating to the Shares and the Plan. Very truly yours, /s/ Kevin J. Tierney Kevin J. Tierney General Counsel EX-15.1 4 EXHIBIT 15.1 1 Exhibit 15.1 [Coopers & Lybrand L.L.P. Letterhead] Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We are aware that our reports dated April 23, 1997, July 23, 1997, and October 22, 1997, on our review of interim financial information of UNUM Corporation and subsidiaries for the three-month, six-month, and nine-month periods ended March 31, 1997, June 30, 1997, and September 30, 1997, and included in the Company's quarterly reports on Forms 10-Q for the quarters then ended are incorporated by reference in Form S-8 pertaining to the UNUM Corporation 1998 Goals Stock Option Plan. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Section 7 and 11 of that Act. /s/ Coopers & Lybrand L.L.P. December 10, 1997 EX-23.1 5 EXHIBIT 23.1 1 Exhibit 23.1 [Coopers & Lybrand L.L.P. Letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Form S-8 pertaining to the UNUM Corporation 1998 Goals Stock Option Plan of our report dated February 5, 1997, except for Note 5 for which the date is March 1, 1997, and Note 18 for which the date is March 14, 1997, on our audits of the consolidated financial statements and the financial statements schedules of UNUM Corporation and subsidiaries as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995, and 1994, which report is included in the Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. Portland, Maine December 10, 1997 EX-24.1 6 EXHIBIT 24.1 1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign a Registration Statement on Form S-8 pursuant to the Securities Act of 1933 in order to register 7,000,000 shares of the Corporation's Common Stock under said Act for issuance under the Corporation's 1996 Long-Term Stock Incentive Plan and 3,000,000 shares of the Corporation's Common Stock under the 1998 Goals Stock Option Plan, and any or all amendments to such Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Witness our signatures set forth below: Title Date ----- ---- /s/ Gayle O. Averyt Director October 10, 1997 - ---------------------------------------------- Gayle O. Averyt /s/ Robert E. Dillon, Jr. Director October 10, 1997 - --------------------------------------------- Robert E. Dillon /s/ Gwain H. Gillespie Director October 10, 1997 - ---------------------------------------------- Gwain H. Gillespie Director October 10, 1997 - ---------------------------------------------- Ronald E. Goldsberry /s/Donald W. Harward Director October 10, 1997 - ---------------------------------------------- Donald W. Harward /s/ George J. Mitchell Director October 10, 1997 - ---------------------------------------------- George J. Mitchell /s/ Cynthia A. Montgomery Director October 10, 1997 - ---------------------------------------------- Cynthia A. Montgomery /s/ James L. Moody, Jr. Director October 10, 1997 - ---------------------------------------------- James L. Moody, Jr.
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Title Date ----- ---- /s/ Lawrence R. Pugh Director October 10, 1997 - ---------------------------------------------- Lawrence R. Pugh /s/ Lois Dickson Rice Director October 10, 1997 - ---------------------------------------------- Lois Dickson Rice /s/ John W. Rowe Director October 10, 1997 - ---------------------------------------------- John W. Rowe
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