<PAGE>
Registration No.
--------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEST TELESERVICES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION> <C>
<S>
DELAWARE 47-0777362
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization)
9910 Maple Street, Omaha, Nebraska 68134
(Address of Principal Executive Office) (Zip Code)
</TABLE>
1997 EMPLOYEES STOCK PURCHASE PLAN
(Full Title of the Plan)
Troy L. Eaden
West TeleServices Corporation
9910 Maple Street
Omaha, Nebraska 68134
(Name and Address of Agent For Service)
(402) 571-7700
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Title Of Amount Proposed Proposed Amount Of
Securities To Be Maximum Maximum Registration
To Be Registered Offering Aggregate Fee
Registered Price Per Offering
Share* Price*
- --------------------------------------------------------------------------------
Common Stock 2,000,000 $15.625 $31,250,000 $9,470
($0.01 par value)
================================================================================
* Estimated solely for the purpose of calculating the registration fee and based
on 100% of the average of the highest and lowest prices at which shares of
Common Stock of the Company were sold on June 13, 1997, as quoted on the Nasdaq
National Stock Market.
The Index to Exhibits is at page 6
Page 1 of 14 Pages
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by West TeleServices Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) The Annual Report of the Company on Form 10-K for its fiscal year ended
December 31, 1996.
(2) The Company's latest Prospectus, dated November 26, 1996, filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"), which was part of the Company's Registration
Statement on Form S-1, Registration No. 333-13991.
(3) The description of the common stock of the Company, par value $.01 per
share (the "Common Stock"), incorporated by reference into the
Company's Registration Statement on Form 8-A (File No.000-21771) filed
on November 21, 1996 pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(4) The Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1997.
(5) The Company's Proxy Statement Pursuant to Section 14(a) of the Exchange
Act, dated April 17, 1997.
(6) All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
or any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of June 10, 1997, attorneys of Erickson & Sederstrom, P.C., which have
performed services with respect to this Registration Statement, beneficially
owned approximately 12,500 shares of the Company's Common Stock.
Page 2 of 14 Pages
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL") provides that a Delaware corporation has
the power to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which a director
derived an improper personal benefit. Article IX of the Company's Restated
Certificate of Incorporation provides that a director shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty to the extent permitted under the DGCL.
Section 145 of the DGCL permits indemnification by a corporation of certain
officers, directors, employees and agents. Article VIII of the Company's
Restated Certificate of Incorporation provides that the Company, to the fullest
extent authorized by subsections 145(a), 145(b) and 145(c) of the DGCL, shall
indemnify each person who is or was a director or officer of the Company or is
or was serving at the request of the Company as director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise.
Article VIII, Section 7 of the Company's Restated Bylaws similarly provides that
the Company shall indemnify any and all of its directors or officers, including
former directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of the Company, to the fullest extent
permitted under and in accordance with the laws of the State of Delaware;
provided, however, that the Company shall not be permitted to indemnify any
person in connection with any proceeding initiated by such person, unless such
proceeding is authorized by a majority of the directors of the Company.
The Company has entered into separate indemnification agreements with each
of its directors and executive officers (each an "Indemnitee"). These agreements
require the Company to indemnify the Indemnitee against certain liabilities that
may arise by reason of his or her status or service as a director or officer of
the Company or at the request of the Company as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise..
In addition, the Company maintains insurance on behalf of any person who is or
was a director or officer of the Company for up to $5 million of covered losses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits identified in parentheses below, on file with the United States
Securities and Exchange Commission, are incorporated herein by reference as
exhibits hereto.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.01 Restated Certificate of Incorporation of the Company (Exhibit 3.01 to
Registration Statement under Form S-1 (Amendment No. 2) dated November
21, 1996, File No. 333-13991)
4.02 Restated Bylaws of the Company (Exhibit 3.02 to Registration Statement
under Form S-1 (Amendment No. 2) dated November 21, 1996, File No. 333-
13991)
4.03 1997 Employees Stock Purchase Plan (Appendix A to Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934, dated
April 17, 1997, File No. 000-21771)
5.01 Opinion of Erickson & Sederstrom, P.C.
Page 3 of 14 Pages
<PAGE>
23.01 Consent of Deloitte & Touche LLP
23.02 Consent of Erickson & Sederstrom, P.C. (included in Exhibit 5.01)
24.01 Powers of Attorney executed by officers and directors who signed this
Registration Statement.
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (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 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the
Page 4 of 14 Pages
<PAGE>
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 Omaha, state of Nebraska, on this 16/th/ day of June,
1997.
WEST TELESERVICES CORPORATION
By: /s/ Michael A. Micek
--------------------------------------
Michael A. Micek, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board of
Gary L. West Directors
Vice Chair of the Board of
Mary E. West Directors and Secretary
Director and Chief Executive By: /s/ Michael A. Micek
----------------------------
Officer (Principal Executive Michael A. Micek
Troy L. Eaden Officer) Attorney-in-Fact
June 16, 1997
Director, President and Chief
Thomas B. Barker Operating Officer
William E. Fisher Director
Greg T. Sloma Director
Chief Financial Officer
/s/ Michael A. Micek (Principal Financial and
Michael A. Micek Accounting Officer) June 16, 1997
</TABLE>
Page 5 of 14 Pages
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ----------
<S> <C> <C>
4.01 Restated Certificate of Incorporation of the Company (Exhibit 3.01 to *
Registration Statement under Form S-1 (Amendment No. 2) dated November
21, 1996, File No. 333-13991)
4.02 Restated Bylaws of the Company (Exhibit 3.02 to Registration Statement under *
Form S-1 (Amendment No. 2) dated November 21, 1996, File No. 333-13991)
4.03 1997 Employees Stock Purchase Plan (Appendix A to Proxy Statement Pursuant *
to Section 14(a) of the Securities Exchange Act of 1934, dated April 17, 1997,
File No. 000-21771)
5.01 Opinion of Erickson & Sederstrom, P.C. 7
23.01 Consent of Deloitte & Touche LLP 8
23.02 Consent of Erickson & Sederstrom, P.C. (included in Exhibit 5.01) 7
24.01 Powers of Attorney executed by officers and directors who signed this 9
Registration Statement.
</TABLE>
* Exhibits identified in parentheses, on file with the Securities Exchange
Commission, are incorporated by reference as exhibits herein.
Page 6 of 14 Pages
<PAGE>
EXHIBIT 5.01
[Erickson & Sederstrom Letterhead]
June 16, 1997
West TeleServices Corporation
9910 Maple Street
Omaha, Nebraska 68134
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") executed by West TeleServices Corporation (the
"Company") on or about June 16, 1997 and to be filed with the Securities and
Exchange Commission on June 16, 1997, in connection with the registration under
the Securities Act of 1933, as amended, of 2,000,000 shares (the "Plan Shares")
of the Company's Common Stock, $.01 par value (the "Common Stock"). As counsel
for the Company, we have examined the proceedings and such other documents as we
have deemed necessary to examine relating to the issuance of the Plan Shares
which are issuable upon the exercise of options to be granted pursuant to the
Company's 1997 Employees Stock Purchase Plan (the "Plan"). It is our opinion
that the Plan Shares, when subsequently issued and outstanding pursuant to the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
This opinion is solely for your benefit and may not be relied upon by any
other person without our prior written consent.
Very truly yours,
ERICKSON & SEDERSTROM, P.C.
By: /s/ Erickson & Sederstrom, P.C.
------------------------------
Page 7 of 14 Pages
<PAGE>
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
West TeleServices Corporation on Form S-8 of our reports dated February 5, 1997,
appearing in the Annual Report on Form 10-K of West TeleServices Corporation for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 10, 1997
Page 8 of 14 Pages
<PAGE>
EXHIBIT 24.01
POWER OF ATTORNEY OF THOMAS B. BARKER
KNOW ALL PERSONS BY THESE PRESENTS, that I, THOMAS B. BARKER, President and
Chief Operating Officer and a director of West TeleServices Corporation, a
Delaware corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, or other appropriate Form, for shares of Common Stock of the
Corporation under the 1997 Employees Stock Purchase Plan (the "Plan"), hereby
constitute and appoint Michael A. Micek as my true and lawful attorney-in-fact
and agent, with full power to act for me and in my name, place and stead, in any
and all capacities, to sign, or cause to be signed electronically, any and all
of said Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said Registration Statements and amendments thereto so signed with
all exhibits thereto, as well as to prepare, execute and file any and all other
documents in connection with such Plan with the SEC, all state securities
authorities under the Blue Sky and securities laws of the States of the United
States of America, and the Nasdaq National Stock Market, hereby granting unto
said attorney-in-fact and agent full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 9/th/ day of June, 1997.
/s/ Thomas B. Barker
---------------------------
THOMAS B. BARKER
Page 9 of 14 Pages
<PAGE>
POWER OF ATTORNEY OF TROY L. EADEN
KNOW ALL PERSONS BY THESE PRESENTS, that I, TROY L. EADEN, Chief Executive
Officer and a director of West TeleServices Corporation, a Delaware corporation
(the "Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the Securities
Act of 1933 one or more Registration Statements on Form S-8, or other
appropriate Form, for shares of Common Stock of the Corporation under the 1997
Employees Stock Purchase Plan (the "Plan"), hereby constitute and appoint
Michael A. Micek as my true and lawful attorney-in-fact and agent, with full
power to act for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically, any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any and
all amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the Nasdaq National Stock Market, hereby granting unto said attorney-in-fact
and agent full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 9/th/ day of June, 1997.
/s/ Troy L. Eaden
-------------------
TROY L. EADEN
Page 10 of 14 Pages
<PAGE>
POWER OF ATTORNEY OF WILLIAM E. FISHER
KNOW ALL PERSONS BY THESE PRESENTS, that I, WILLIAM E. FISHER, a director
of West TeleServices Corporation, a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
Common Stock of the Corporation under the 1997 Employees Stock Purchase Plan
(the "Plan"), hereby constitute and appoint Michael A. Micek as my true and
lawful attorney-in-fact and agent, with full power to act for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which Registration
Statements may constitute post-effective amendments to registration statements
previously filed with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and amendments
thereto so signed with all exhibits thereto, as well as to prepare, execute and
file any and all other documents in connection with such Plan with the SEC, all
state securities authorities under the Blue Sky and securities laws of the
States of the United States of America, and the Nasdaq National Stock Market,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 9/th/ day of June, 1997.
/s/ William E. Fisher
------------------------
WILLIAM E. FISHER
Page 11 of 14 Pages
<PAGE>
POWER OF ATTORNEY OF GARY L. WEST
KNOW ALL PERSONS BY THESE PRESENTS, that I, GARY L. WEST, Chairman of the
Board of Directors of West TeleServices Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the Securities
Act of 1933 one or more Registration Statements on Form S-8, or other
appropriate Form, for shares of Common Stock of the Corporation under the 1997
Employees Stock Purchase Plan (the "Plan"), hereby constitute and appoint
Michael A. Micek as my true and lawful attorney-in-fact and agent, with full
power to act for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically, any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any and
all amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the Nasdaq National Stock Market, hereby granting unto said attorney-in-fact
and agent full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 9/th/ day of June, 1997.
/s/ Gary L. West
-------------------
GARY L. WEST
Page 12 of 14 Pages
<PAGE>
POWER OF ATTORNEY OF MARY E. WEST
KNOW ALL PERSONS BY THESE PRESENTS, that I, MARY E. WEST, Vice Chair of the
Board of Directors and Secretary of West TeleServices Corporation, a Delaware
corporation (the "Corporation"), which is about to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8, or other
appropriate Form, for shares of Common Stock of the Corporation under the 1997
Employees Stock Purchase Plan (the "Plan"), hereby constitute and appoint
Michael A. Micek as my true and lawful attorney-in-fact and agent, with full
power to act for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically, any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any and
all amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the Nasdaq National Stock Market, hereby granting unto said attorney-in-fact
and agent full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 9/th/ day of June, 1997.
/s/ Mary E. West
-----------------
MARY E. WEST
Page 13 of 14 Pages
<PAGE>
POWER OF ATTORNEY OF GREG T. SLOMA
KNOW ALL PERSONS BY THESE PRESENTS, that I, GREG T. SLOMA, a director of
West TeleServices Corporation, a Delaware corporation (the "Corporation"), which
is about to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
Common Stock of the Corporation under the 1997 Employees Stock Purchase Plan
(the "Plan"), hereby constitute and appoint Michael A. Micek as my true and
lawful attorney-in-fact and agent, with full power to act for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which Registration
Statements may constitute post-effective amendments to registration statements
previously filed with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and amendments
thereto so signed with all exhibits thereto, as well as to prepare, execute and
file any and all other documents in connection with such Plan with the SEC, all
state securities authorities under the Blue Sky and securities laws of the
States of the United States of America, and the Nasdaq National Stock Market,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 9/th/ day of June, 1997.
/s/ Greg T. Sloma
---------------------
GREG T. SLOMA
Page 14 of 14 Pages
