FORM 4
( ) Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |_____________________|
|OMB NUMBER: 3235-0287|
|EXPIRES: |
| SEPTEMBER 30, 1998 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE 0.5 |
Holding Company Act of 1935 |_____________________|
or Section 30(f) of the Investment
Company Act of 1940
____________________________________________________________________________
1. Name and Address of Reporting Person
DEL-LPL Limited Partnership
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
____________________________________________________________________________
2. Issuer Name and Ticker or Trading Symbol
LaSalle Partners Incorporated, LAP
____________________________________________________________________________
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
____________________________________________________________________________
4. Statement for Month/Year
9/97
____________________________________________________________________________
5. If Amendment, Date of Original (Month/Year)
____________________________________________________________________________
6. Relationship of reporting person to Issuer (Check all applicable)
( ) DIRECTOR
(X) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
____________________________________________________________________________
7. Individual, or Joint/Group Filing (Check all applicable)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
===========================================================================
TABLE I
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
____________________________________________________________________________
1. Title of Security (Instr. 3)
Common Stock, par value $.01 ("Common Stock")
____________________________________________________________________________
2. Transaction Date(s) (Month/Day/Year)
(i) September 2, 1997
(ii) September 2, 1997
____________________________________________________________________________
3. Transaction Code (Instr. 8)
(i) J, see footnote (1) to this form
(ii) J, see footnote (3) to this form
____________________________________________________________________________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
(i) 189,019 shares of Common Stock, D, see footnote (1) to this form
(ii) 33,356 shares of Common Stock, D, see footnote (3) to this form
____________________________________________________________________________
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
(i) 4,966,785, see footnote (2) to this form
(ii) 876,492, see footnote (4) to this form
(iii) 1,200,186, see footnote (5) to this form
____________________________________________________________________________
6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
(i) see footnote (2) to this form
(ii) see footnote (4) to this form
(iii) see footnote (5) to this form
____________________________________________________________________________
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(i) see footnote (2) to this form
(ii) see footnote (4) to this form
(iii) see footnote (5) to this form
____________________________________________________________________________
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
============================================================================
TABLE II
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., Puts, Calls, Warrants, Options, Convertible securities)
____________________________________________________________________________
1. Title of Derivative Security (Instr. 3)
Not applicable
____________________________________________________________________________
2. Conversion or Exercise Price of Derivative Security
____________________________________________________________________________
3. Transaction Date (Month/Day/Year)
____________________________________________________________________________
4. Transaction Code (Instr. 8)
____________________________________________________________________________
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
____________________________________________________________________________
6. Date Exercisable and Expiration Date (Month/Day/Year)
____________________________________________________________________________
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
____________________________________________________________________________
8. Price of Derivative Securities (Instr. 5)
____________________________________________________________________________
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
____________________________________________________________________________
10. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
____________________________________________________________________________
11. Nature of Indirect Beneficial Ownership (Instr. 4)
____________________________________________________________________________
EXPLANATION OF RESPONSES:
Reporting Person(s): DEL-LPL Limited Partnership and the other parties
set forth on the signature pages of this Form 4.
Footnotes to Form 4
(1) On September 2, 1997, DEL-LPL Limited Partnership, a Delaware
limited partnership ("DEL-LPL"), pursuant to the terms of the DEL-LPL
partnership agreement, distributed 189,019 of the shares of Common Stock
held by DEL-LPL to two partners of DEL-LPL in redemption of a portion of
such partners' interests in DEL-LPL. Each of the individuals reporting
on this form is a director of the issuer and is a partner, or is the
sole owner of a corporation which is a partner, of DEL-LPL. Each of
the individuals reporting on this form is also a member of the
Management Committee of DEL-LPL. Messrs. Scott, Spoerri and Sullivan
are the Chairman and Chief Executive Officer, President and Chief
Operating Officer, and Executive Vice President and Chief Financial
Officer, respectively, of the issuer. Messrs. Cummings, Esler, Rose and
Webb and Ms. Thurber are officers of subsidiaries of the issuer. This
transaction is being jointly reported by DEL-LPL and the individuals
reporting on this form.
(2) The amount shown consists of the total number of shares of Common
Stock owned by DEL-LPL, as permitted pursuant to Instruction 4(b)(iv) to
this form. Each of the individuals reporting on this form disclaims
beneficial ownership of the respective shares of Common Stock owned by
DEL-LPL in which he or she has no pecuniary interest pursuant to the
Section 16 rules.
(3) On September 2, 1997, DEL-LPAML Limited Partnership, a Delaware
limited partnership ("DEL-LPAML"), pursuant to the terms of the DEL-
LPAML partnership agreement, distributed 33,356 of the shares of Common
Stock held by DEL-LPAML to two partners of DEL-LPAML in redemption of a
portion of such partners' interests in DEL-LPAML. DEL-LPAML is a member
of a group which owns more than 10% of the Common Stock. Each of the
individuals reporting on this form is a director of the issuer and is
a partner, or is the sole owner of a corporation which is a partner,
of DEL-LPAML. Each of the individuals reporting on this form is also
a member of the Management Committee of DEL-LPAML. Messrs. Scott,
Spoerri and Sullivan are the Chairman and Chief Executive Officer,
President and Chief Operating Officer, and Executive Vice President
and Chief Financial Officer, respectively, of the issuer. Messrs.
Cummings, Esler, Rose and Webb and Ms. Thurber are officers of
subsidiaries of the issuer. This transaction is being jointly reported
by DEL-LPAML and the individuals reporting on this form.
(4) The amount shown consists of the total number of shares of Common
Stock owned by DEL-LPAML, as permitted pursuant to Instruction 4(b)(iv)
to this form. Each of the individuals reporting on this form disclaims
beneficial ownership of the respective shares of Common Stock owned by
DEL-LPAML in which he or she has no pecuniary interest pursuant to the
Section 16 rules.
(5) The amount shown consists of the total number of shares of Common
Stock owned by DEL/LaSalle Finance Company, L.L.C. ("Del/LaSalle"), as
permitted pursuant to Instruction 4(b)(iv) to this form. Del/LaSalle is
85% owned by DEL-LPL and 15% owned by DEL-LPAML, and owns more than 10%
of the Common Stock of the issuer. Each of DEL-LPL, DEL-LPAML, and the
individuals reporting on this form disclaims beneficial ownership of the
respective shares of Common Stock owned by DEL/LaSalle in which it, he
or she has no pecuniary interest pursuant to the Section 16 rules.
Date: October 10, 1997
Signature of Reporting Person:
DEL-LPL Limited Partnership
By:/s/ William E. Sullivan
Name: William E. Sullivan
Title: Executive Vice President
Identities, Required Information and Signatures of Joint Filing Persons
1. DEL-LPAML Limited Partnership
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
DEL-LPAML Limited Partnership
By:/s/ William E. Sullivan
Name: William E. Sullivan
Title: Executive Vice President
2. DEL/LaSalle Finance Company, L.L.C.
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
DEL/LaSalle Finance Company, L.L.C.
By:/s/ William E. Sullivan
Name: William E. Sullivan
Title: Vice President
3. Stuart L. Scott
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
4. Robert C. Spoerri
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
5. William E. Sullivan
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
6. Daniel W. Cummings
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
7. Charles K. Esler, Jr.
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
8. M. G. Rose
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
9. Lynn C. Thurber
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
10. Earl E. Webb
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/ Fritz E. Freidinger as Attorney-in-Fact
_____________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 16th day of September,
1997.
/s/ Stuart L. Scott
Name: Stuart L. Scott
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 16th day of September,
1997.
/s/ Robert C. Spoerri
Name: Robert C. Spoerri
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 16th day of September,
1997.
/s/ William E. Sullivan
Name: William E. Sullivan
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of September,
1997.
/s/ Daniel W. Cummings
Name: Daniel W. Cummings
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 17th day of September,
1997.
/s/ Charles K. Esler
Name: Charles K. Esler
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 18th day of September,
1997.
/s/ M.G. Rose
Name: M.G. Rose
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 16th day of September,
1997.
/s/ Lynn C. Thurber
Name: Lynn C. Thurber
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of William E. Sullivan and Fritz
E. Freidinger, signing singly, his/her true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act ), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission ( SEC )
and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
his discretion.
The powers granted above may be exercised by each such
attorney-in-fact on behalf of the undersigned, individually,
and on behalf of the undersigned in the undersigned s
fiduciary and representative capacity in which the undersigned
may be acting.
The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary and proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the
undersigned s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall be effective on the date set
forth below and shall continue in full force and effect until
the date on which the undersigned shall cease to be subject to
Section 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed
by the undersigned is filed with the SEC expressly revoking
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 17th day of September,
1997.
/s/ Earl E. Webb
Name: Earl E. Webb
