<PAGE> 1
As filed with the Securities and Exchange Commission on December 27, 1996
Registration Statement No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
CALIFORNIA MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1668412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 Twin Dolphin Drive, Redwood City, California 94065
(Address of Principal Executive Offices) (Zip Code)
Employee Stock Purchase Plan
(Full title of the plan)
Dennis R. Raney, Executive Vice President and
Chief Financial Officer
California Microwave, Inc.
555 Twin Dolphin Drive
Redwood City, California 94065
(Name and address, including zip code, of agent for service)
(415) 596-9000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Title of
Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10
per share:
Employee Stock
Purchase Plan 400,000 $16.1875 $6,475,000 $1,962.12
</TABLE>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on December
23, 1996
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement:
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed pursuant to Section 13(a) of the Exchange
Act;
(c) All other reports, if any, filed by Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended June 30, 1996;
(d) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated September 25, 1973, as
amended by the Form 8 dated February 19, 1993, as filed pursuant to
the Exchange Act; the Company's description of its Common Stock
Purchase Rights appearing in the Company's Registration Statement on
Form 8-A dated August 1, 1989; and any amendment or report filed for
the purpose of updating any such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.
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<PAGE> 3
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by sections 102 and 145 of the Delaware General Corporation
Law, the Registrant's certificate of incorporation eliminates a director's
personal liability for monetary damages to the Registrant and its stockholders
arising from a breach or alleged breach of a director's fiduciary duty, except
for liability under section 174 of the Delaware General Corporation Law or
liability for any breach of the director's duty of loyalty to the Registrant or
its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or for any transaction
from which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
The Registrant's bylaws provide for indemnification of officers, directors
and employees, and the Company has entered into an indemnification agreement
with each officer and director of the Registrant (an "Indemnitee"). Under the
bylaws and such indemnification agreements, the Registrant must indemnify an
Indemnitee to the fullest extent permitted by Delaware law for losses and
expenses incurred in connection with actions in which the Indemnitee is involved
by reason of having been a director or employee of the Registrant. In certain
circumstances, the Registrant is also obligated to advance expenses an
Indemnitee may incur in connection with such actions before any resolution of
the action, and the Indemnitee may sue to enforce his or her right to
indemnification or advancement of expenses.
The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-2-
<PAGE> 4
Item 8. EXHIBITS.
Exhibit
Number Description of Document
------- -----------------------
[S] [C]
4.1 Employee Stock Purchase Plan, as amended through October, 1996.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act 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
a 20% change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
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<PAGE> 5
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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 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
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<PAGE> 6
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.
-5-
<PAGE> 7
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 of 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 Redwood City, State of California on the 27th day of
December, 1996.
CALIFORNIA MICROWAVE, INC.
By /s/ Philip F. Otto
--------------------------------
Philip F. Otto, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Philip F. Otto Chairman of the Board and December 27, 1996
- ------------------------- Chief Executive Officer
PHILIP F. OTTO (principal executive
officer)
/s/ Dennis R. Raney Executive Vice President December 27, 1996
- ------------------------- and Chief Financial Officer
DENNIS R. RANEY (principal financial
officer and principal
accounting officer)
/s/ Edward E. David, Jr.* Director December 27, 1996
- -------------------------
EDWARD E. DAVID, JR.
/s/ Alfred M. Gray* Director December 27, 1996
- -------------------------
ALFRED M. GRAY
/s/ Arthur H. Hausman* Director December 27, 1996
- -------------------------
ARTHUR H. HAUSMAN
/s/ J.J. Adorjan* Director December 27, 1996
- -------------------------
J.J. ADORJAN
/s/ David B. Leeson* Director December 27, 1996
- -------------------------
DAVID B. LEESON
-6-
<PAGE> 8
/s/ William B. Marx, Jr.* Director December 27, 1996
--------------------------------
WILLIAM B. MARX, JR.
/s/ Terry W. Ward* Director December 27, 1996
--------------------------------
TERRY W. WARD
/s/ Frederick W. Whitridge, Jr.* Director December 27, 1996
--------------------------------
FREDERICK W. WHITRIDGE, JR.
By: /s/ George L. Spillane
----------------------------
George L. Spillane,
Attorney-in-fact
-7-
<PAGE> 9
INDEX TO EXHIBITS
Exhibit
Number Description of Document
- ------- -----------------------
[S] [C]
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).
24.1 Powers of Attorney.
-8-
<PAGE> 1
EXHIBIT 4.1
CALIFORNIA MICROWAVE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(as amended through October 1996)
1. PURPOSE:
The CALIFORNIA MICROWAVE, INC. EMPLOYEE STOCK PURCHASE PLAN (hereinafter
called the "Plan") is designed to foster continued cordial employee relations,
to encourage and assist its employees and the employees of any present or future
subsidiaries in acquiring a stock ownership interest in CALIFORNIA MICROWAVE,
INC. (hereinafter called the "Corporation") and to help them provide for their
future security. For this purpose the Corporation reserved 1,652,756 shares of
its capital stock, of which amount 1,220,180 shares had been sold under the Plan
as of September 25, 1996.
2. BI-ANNUAL PERIODS:
Bi-annual periods shall mean the six-month periods ending June 30th and
December 31st of each year. The first period under this Plan shall commence on
January 1, 1973.
3. ELIGIBILITY:
Anyone who was an employee at the inception of the Plan (except those
employees who own five percent (5%) or more of the stock of the Corporation or
any subsidiary of the Corporation at the start of any bi-annual period and
part-time employees, all as defined in Internal Revenue Code Section 423), was
or is eligible to become a member of the Plan. Anyone who became or becomes an
employee of the Corporation or any of its present or future subsidiaries
thereafter (subject to the exceptions stated in the preceding sentence), was or
is eligible to become a member of the Plan, on the first day of the bi-annual
period following the completion of (30) days of continuous service.
Notwithstanding the foregoing, no employee shall be entitled to purchase (i)
shares of stock under the Plan and all other purchase plans of the Corporation
and any parent or subsidiary of the Corporation with an aggregate fair market
value (determined at date of grant) exceeding $25,000 per year for each calendar
year in which such option is outstanding at any time, or (ii) more than 1,000
shares of stock under the Plan in any bi-annual period.
-1-
<PAGE> 2
4. JOINING THE PLAN:
Any eligible employees' participation in the Plan shall be effective on the
seventh working day after the employee has completed, signed and returned to the
Corporation, or one of its present or future subsidiaries, a Stock Purchase Plan
Application and Payroll Deduction Authority form indicating his acceptance and
agreement to the Plan.
Membership of any employee in the Plan is entirely voluntary.
5. MEMBER'S CONTRIBUTIONS:
Each member shall elect to make contributions by monthly payroll deduction
of two percent (2%), five percent (5%), eight percent (8%) or ten percent (10%)
of such member's monthly gross pay.
Subject to the maximum described above, a member may elect in writing to
increase or decrease his rate of contribution; such change will become effective
the first day of the bi-annual period following receipt by the Corporation or
one of its present or future subsidiaries of such written election.
The amount of each member's monthly contribution shall be held by the
Corporation in a special account and such contributions, free of any obligation
of the Corporation to pay interest thereon, shall be credited to such member's
individual account as soon as practicable after each pay day.
No member will be permitted to make contributions for any period during
which he is not receiving pay from the Corporation or one of its present or
future subsidiaries.
6. ISSUANCE OF SHARES:
On the 30th day of June, 1973, and on the last trading day of each
bi-annual period thereafter so long as the Plan shall remain in effect, and
provided the member has not before that date advised the Corporation that he
does not wish shares purchased for his account on that date, the Corporation
shall apply the funds then in the member's account to the purchase of authorized
but unissued shares of its capital stock in units of one share or multiples
thereof. Until the Corporation's shares are actively traded, the Board of
Directors shall set, on or before the first day of each bi-annual period, the
cost to each member for shares purchased for members' accounts on the last day
of such bi-annual period. The cost as determined by the Board of
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<PAGE> 3
Directors shall be communicated to the members on or before the first day of
each bi-annual period. The cost shall be no less than eighty-five percent
(85%) and no more than one hundred percent (100%) of the fair market value of
the shares as determined by the Board of Directors.
When the Corporation's shares are actively traded, the cost to each member
for the shares so purchased shall be no less than eighty-five percent (85%) and
no more than one hundred percent (100%) of the lower of:
1. The mean between the average bid and ask prices of the stock in the
over-the-counter market as quoted on the National Association of Security
Dealers Automatic Quotation System (NASDAQ) or as reported by the National
Quotation Bureau, Inc., or if the stock is traded on one or more securities
exchanges, the average of the closing prices on all such exchanges, on the first
trading day of the bi-annual period;
2. The mean between the average bid and ask prices of the stock in the
over-the-counter market as quoted on the National Association of Securities
Dealers Automatic Quotation System (NASDAQ) or as reported by National Quotation
Bureau, Inc., or if the stock is traded on one or more securities exchanges, the
average of the closing prices on all such exchanges, on the last trading day of
the bi-annual period.
The Board of Directors shall set, on or before the first trading day of
each bi-annual period, the percentage factors to be used for the bi-annual
period about to commence. The percentage factors as decided upon by the Board
of Directors shall be communicated to the members on or before the first trading
day of each bi-annual period.
Any moneys remaining in such member's account equaling less than the sum
required to purchase one share, or moneys remaining in such member's account by
reason of application of the provisions of the next paragraph hereof, shall be
held in such member's account for use during the next bi-annual period. Any
moneys remaining in such member's account by reason of his prior election not to
purchase shares in a given bi-annual period as aforesaid and any moneys
remaining in such member's account upon termination of the member's membership
in the Plan shall be promptly returned to the member. The Corporation shall, as
expeditiously as possible after the last day of each December and June issue to
the member entitled thereto the certificates evidencing the shares issuable to
him as provided herein.
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<PAGE> 4
If the number of shares members desire to purchase at the end of any
bi-annual period exceeds the number of shares then available under the Plan, the
shares available shall be allocated among such members in proportion to their
contributions during the bi-annual period.
7. TERMINATION OF MEMBERSHIP:
A member's membership in the Plan will be terminated when the member (a)
voluntarily elects to withdraw his entire account, (b) resigns or is discharged
from the Corporation or one of its present or future subsidiaries, (c) dies, or
(d) does not receive pay from the Corporation or one of its present or future
subsidiaries for twelve (12) consecutive months, unless this period is due to
illness, injury or for other reasons approved by the persons or person appointed
by the Corporation to administer the Plan as provided in Paragraph 10 below.
Upon termination of membership, the terminated member shall not be entitled to
rejoin the Plan until the first day of the bi-annual period immediately
following the bi-annual period in which the termination occurs. Upon
termination of membership, the member shall be entitled to the amount of his
individual account within fifteen (15) days after the termination.
8. BENEFICIARY:
Each member shall designate a beneficiary or beneficiaries and may, without
their consent, change his designator. Any designation shall be effective only
after it is received by the Corporation and shall become effective as of the
date it is signed and shall be controlling over any disposition by will or
otherwise.
Upon the death of a member his account shall be paid or distributed to the
beneficiary or beneficiaries designated by him, or in the absence of such
designation, to the executor or administrator of his estate, and in either event
the Corporation shall not be under any further liability to anyone. If more
than one beneficiary is designated, then each beneficiary shall receive an equal
portion of the account unless the member indicates to the contrary in his
designation, provided that the Corporation may in its sole discretion make
distributions in such form as will avoid the creation of fractional shares.
9. ADMINISTRATION OF THE PLAN:
The Plan shall be administered by such officers or other employees of the
Corporation as the Corporation may from time to time select, and the persons so
selected shall be responsible for the administration of the Plan. All costs
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<PAGE> 5
and expenses incurred in administering the Plan shall be paid by the
Corporation. Any taxes applicable to the member's account shall be charged or
credited to the member's account by the Corporation.
10. MODIFICATION AND TERMINATION:
The Corporation expects to continue the Plan until such time as the shares
reserved for issuance under the Plan have been sold. The Corporation reserves,
however, the right to amend, alter, or terminate the Plan in its discretion.
Upon termination, each member shall be entitled to the amount of his individual
account within fifteen (15) days after termination. Appropriate and
proportionate adjustments shall be made in the number and class of shares of
stock subject to this Plan, and to the rights granted hereunder and the prices
applicable to such rights, in the event of a stock dividend, stock split,
reverse stock split, recapitalization, reorganization, merger, consolidation,
acquisition, separation, or like change in the capital structure of the
Corporation.
11. ASSIGNABILITY OF RIGHTS:
No rights of any employee under this Plan shall be assigned by him, by
operation of law, or otherwise, except to the extent that he is permitted to
designate a beneficiary or beneficiaries as hereinabove provided, and except to
the extent permitted by the law of descent and distribution if no such
beneficiary be designated. Prior to the issuance of any shares under this Plan,
each employee member shall be required to sign a statement as set forth in
Exhibit "A" attached hereto and incorporated herein.
12. PARTICIPATION IN OTHER PLANS:
Nothing herein contained shall affect an employee's right to participate in
and receive benefits under and in accordance with the then current provisions of
any pension, insurance, or other employee welfare plan or program of the
Corporation.
13. APPLICABLE LAW:
The interpretation, performance, and enforcement of this Plan shall be
governed by the laws of the State of California.
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<PAGE> 6
14. EFFECTIVE DATE AND APPROVALS:
This Plan as originally approved by the shareholders of the Corporation on
July 25, 1972 covered 16,000 shares. The Plan was increased by the following:
Number
Year Transaction of Shares
- ---- ----------- ---------
1972 Original Authorization 16,000
1974 Board of Directors & Stockholder Approval 25,000
1977 Board of Directors & Stockholder Approval 25,000
1978 50% stock dividend 12,658
1979 50% stock dividend 13,338
1980 Board of Directors & Stockholder Approval 50,000
1981 100% stock dividend 47,768
1982 Board of Directors & Stockholder Approval 100,000
1983 50% stock dividend 62,992
1985 Board of Directors & Stockholder Approval 200,000
1988 Board of Directors & Stockholder Approval 200,000
1991 Board of Directors & Stockholder Approval 200,000
1994 Board of Directors & Stockholder Approval 300,000
1996 Board of Directors & Stockholder Approval 400,000
---------
Total 1,652,756
This Plan was subject to the approval of the California Commissioner of
Corporations. The California Commissioner of Corporations may, from time to
time, impose restrictions and conditions on any shares granted under the Plan.
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<PAGE> 1
Exhibit 5.1
[Letterhead of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation]
December 27, 1996
California Microwave, Inc.
555 Twin Dolphin Drive
Redwood City, California 94065
Ladies and Gentlemen:
You have requested our opinion as counsel for California Microwave, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the Company of up to 400,000
shares of Common Stock issuable under the Company's Employee Stock Purchase
Plan.
We have examined the Company's Registration Statement of Form S-8 in the
form to be filed with the Securities and Exchange Commission on or about
December 27, 1996 (the "Registration Statement"). We further have examined the
Restated Certificate of Incorporation of the Company as certified by the
Secretary of State of the State of Delaware, the Bylaws and the minute books of
the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of Common Stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
HOWARD, RICE, NEMEROVSKI,
CANADY, FALK & RABKIN
A Professional Corporation
By: /s/ Richard W. Canady
----------------------------
RICHARD W. CANADY
<PAGE> 1
Exhibit 23.1
[Letterhead of Ernst & Young LLP]
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the reference in the Registration Statement (Form S-8) pertaining
to the Employee Stock Purchase Plan of California Microwave, Inc. and to the
incorporation by reference therein of our report dated August 5, 1996, with
respect to the consolidated financial statements and schedule of California
Microwave, Inc. incorporated by reference in its Annual Report on Form 10-K for
the year ended June 30, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Palo Alto, California
December 27, 1996
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, being a member of the Board of Directors of California Microwave,
Inc. (the "Company"), hereby constitutes and appoints Philip F. Otto and George
L. Spillane, and each of them, as his true and lawful attorney-in-fact and
agent, each with full power of substitution and resubstitution, for and in his
name, place and stead, in any and all capacities, to sign on his behalf the
Company's Registration Statement on Form S-8 with respect to up to 400,000
shares of its common stock issuable under the Company's 1992 Stock Option Plan
and up to 400,000 shares of its common stock issuable under the Company's
Employee Stock Purchase Plan, and any and all amendments (including
post-effective amendments) thereto and any Registration Statement relating to
the same offering pursuant to Rule 462(b) under the Securities Act of 1933,as
amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith and with such Registration Statements, with
the Securities and Exchange Commission, with the full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
DATED: July 25, 1996
/s/ Edward E. David, Jr. /s/ David B. Leeson
- --------------------------------- ---------------------------------
EDWARD E. DAVID, JR. DAVID B. LEESON
/s/ Alfred M. Gray /s/ Gilbert F. Johnson
- --------------------------------- ---------------------------------
ALFRED M. GRAY GILBERT F. JOHNSON
/s/ Arthur H. Hausman /s/ Philip F. Otto
- --------------------------------- ---------------------------------
ARTHUR H. HAUSMAN PHILIP F.OTTO
/s/ J.J. Adorjan
- ---------------------------------
J.J. ADORJAN
<PAGE> 2
The signatures below are dated as of December 2, 1996.
/s/ William B. Marx, Jr.
- -----------------------------------
WILLIAM B. MARX, JR.
/s/ Frederick W. Whitridge, Jr.
- -----------------------------------
FREDERICK W. WHITRIDGE, JR.
The signature below is dated as of December 3, 1996.
/s/ Terry W. Ward
- -----------------------------------
TERRY W. WARD
