As Filed with the Securities and Exchange Commission on February 6, 1996
Registration No. 2-39729
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COTTON STATES LIFE INSURANCE COMPANY
(Exact name of issuer as specified in its charter)
Georgia 58-0830929
(State of incorporation (I.R.S. Employer Identification No.)
jurisdiction)
244 Perimeter Center Parkway, Atlanta, Georgia 30346
(Address of Principal Executive Offices) (Zip Code)
COTTON STATES LIFE INSURANCE COMPANY
DIRECTORS' DISCOUNTED STOCK OPTION PLAN
(Full title of Plan)
Thomas M. Duffy, Esquire
Peterson Dillard Young Asselin & Powell
Suite 1100, 230 Peachtree Street, N.W.
Atlanta, Georgia 30303
(Name and address of agent for service)
(404) 523-3300
(Telephone number, including area code, of agent for service)
Approximate date of proposed sale to the public: From time to time after
the effective date of the Registration Statement.
The total number of pages in this document is 15.
CALCULATION OF REGISTRATION FEE
Title of
securities Amount of Proposed maximum Proposed maximum Amount of
to be shares to be offering price aggregate registration
registered registered1 per share2 offering price2 fee2
Cotton States
Life Insurance
Company Common 150,000 $9.50 $1,425,000 $491.37
Stock
1 This Registration Statement also covers any additional shares that
hereafter may be awarded as a result of the adjustment and
anti-dilution provisions of the Cotton States Life Insurance Company
Directors' Discounted Stock Option Plan.
2 In accordance with Rule 457(h), computed with respect to 150,000
shares at $9.50 per share (the average of the closing bid and asked
price of such shares on February 2, 1996).
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Company with the Commission are
incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1994; and
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since December
31, 1994.
All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
after the filing of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered
hereby have been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities
General
The Company's authorized capital stock consists of 5,000,000 shares of
common stock, $1 par value per share. The Company has outstanding
3,395,863 shares of its common stock. The Company has reserved 500,000
shares of common stock for issuance under its Incentive Stock Option Plan
of which an aggregate of 179,155 shares remain subject to issuance and
150,000 shares for issuance under its Performance Share Awards Plan. The
currently outstanding shares of common stock are, and the shares of common
stock registered hereunder will be upon issuance, validly issued, fully paid
and non-assessable.
Holders of shares of common stock are entitled to receive such
dividends as may be declared by the Board of Directors of the Company out
of funds legally available for such purpose. Upon liquidation, dissolution
or winding up of the Company, the holders of common stock are entitled to
share ratably in all assets available for distribution after payment in full
of creditors. The holders of the common stock have no preemptive rights or
conversion rights. The common stock is not redeemable.
All voting rights are vested in the holders of the common stock and
they are entitled to one vote per share. The holders of the common stock
do not have cumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors can elect all
of the directors if they so choose.
The Company's Charter requires the affirmative vote of the holders of
a majority of the outstanding shares of common stock in order to approve
corporate transactions such as mergers, consolidations, sales of
substantially all of the property or assets of the Company, and liquidation
or dissolution of the Company.
Reports to Stockholders
The Company furnishes its stockholders with annual reports containing
audited financial statements.
Transfer Agent
The transfer agent for the Company's common stock is Trust Company
Bank, Atlanta, Georgia.
Item 5. Interests of Named Experts and Counsel
Omitted; inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Charter and Bylaws provide that the Company shall, to
the full extent permitted by Sections 14-2-850 through 14-2-859 of the
Georgia Business Corporation Code, as amended from time-to-time ("Section
14-2-850"), indemnify all persons whom it may indemnify pursuant thereto.
In addition, the Company's Charter eliminates personal liability of its
directors to the full extent permitted by Georgia law.
Section 14-2-850 permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees, judgments, fines and
amounts paid in settlements actually and reasonably incurred by them) in
connection with any action, suit or proceeding brought by third parties if
such directors or officers acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action,
indemnification may be made only for expenses actually and reasonably
incurred by directors and officers in connection with the defense or
settlement of an action or suit and only with respect to a matter as to
which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine upon
application that the defendant officers or directors are reasonably entitled
to indemnity for such expenses despite such adjudication of liability.
The Georgia Business Corporation Code provides that a corporation may
eliminate or limit the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of directors (i) for any breach of the director's duty or loyalty
to the corporation or its stockholders, (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (iii) for
willful or negligent misconduct in paying dividends or repurchasing stock
out of other than lawfully available funds or (iv) for any transaction from
which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.
Item 7. Exemption from Registration Claimed
Omitted; inapplicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
3 Charter and By-Laws*.
23 Opinion of Peterson Dillard Young Asselin & Powell.
10 The Company's Directors' Discounted Stock Option Plan.
23 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney
*Incorporated by reference from Annual Report on Form 10-K for the year
ended December 31, 1994 as filed with the SEC.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned Company 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) that, 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 the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company 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 in the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company'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
Act) 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) Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the SEC 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company
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 Company 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
The Company
Pursuant to the requirements of the Securities Act of 1933, the Company
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 or amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on this 6th day of February, 1996.
COTTON STATES LIFE INSURANCE COMPANY
By:
William Wylie Gaston, III, Chairman
By:
John Ridley Howard, President and Chief
Executive Officer
By:
Gary Warrington Meader, Treasurer, Chief
Financial Officer, and Chief Accounting
Officer
EXHIBIT 10
DIRECTORS' DISCOUNTED STOCK OPTION PLAN
1. Purpose
The purpose of this Directors' discounted Stock Option Plan ("Plan")
of Cotton States Life Insurance Company, a Georgia corporation, is to permit
the granting of stock options to Directors of Cotton States Life Insurance
Company and its subsidiaries, who are not employees of any such corporations
("Directors" or a "Director") at an exercise price less than market value
at the date of grant as an alternative to the payment of Director's retainer
fees in cash, thereby advancing the interest of Cotton States Life Insurance
Company by encouraging and enabling the acquisition of its Common Stock by
Directors, upon whose judgment and ability Cotton States Life Insurance
Company depends for its long term growth and development. Accordingly, the
Plan is intended to promote a close identity of interests among Cotton
States Life Insurance Company, the Directors, and its shareholders, as well
as to provide a means to attract and retain outstanding management.
2. Effective Date and Term Plan
The Plan shall become effective upon such date as it may be approved by
the shareholders of Cotton States Life Insurance Company and shall remain
in effect for ten years from the date on which it is so approved or until
termination by the Board of Directors of Cotton States Life Insurance
Company (the "Board"), whichever occurs first.
3. Stock Subject to the Plan
There are authorized for issuance or delivery upon the exercise of
options to be granted from time to time under the Plan an aggregate of
150,000 shares of Cotton States Life Insurance Company Common Stock $1.00
par value, subject to adjustment as provided hereinafter in Section 6.
Such shares may be , as a whole or in part, authorized by unissued shares,
whether now or hereinafter authorized, or issued shares which have been
reacquired by Cotton States Life Insurance Company. If any option issued
under this Plan shall expire, terminate or be canceled for any reason
without having been exercised in full, the shares which have not been
purchased thereunder shall again become available for the purposes of this
Plan.
4. Plan Administration
a. The Plan shall be administered by the Compensation Committee (the
"Committee"), which shall consist of not less than three Directors
appointed by the Board.
b. Grants of stock options under the Plan and the amount and nature of
the awards shall be automatic in accordance with Section 5. However, the
Committee shall have full and final authority to interpret the Plan,
adopt, amend and rescind rules and regulations relating to the Plan, and
make all other determinations and take all other actions necessary and
advisable for the administration of the Plan.
c. Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be
conclusive. No member of the Committee shall be liable for any action
taken or decision made in good faith relating to this Plan or any grant
hereunder.
d. An Administrator of the Plan shall from time to time be appointed
by the Plan Committee. Such Administrator shall be responsible for the
general administration of the Plan under the policy guidance of the
Committee. The Administrator shall be in the employ of Cotton States
Life Insurance Company, and shall be compensated for services and
expenses by Cotton States Life Insurance Company according to its
normal employment policies, without special or additional
compensation, other than reimbursement of expenses, for his or her
services as the Administrator.
5. Terms and Conditions: Stock Option Awards
Each option granted under the Plan shall be evidenced by a written
award document in such form, not inconsistent with this Plan, as the Plan
Committee shall approve from time to time, which document shall comply with
and be subject to the following terms and conditions;
a. Option Grant Dates. Options shall be granted automatically on the
date of the annual meeting of the Board of the Company and its direct and
indirect subsidiaries, which are held following the annual meeting of
shareholders, to any Director who, prior to the date of such annual meeting
of the Board, has filed with the Company an irrevocable election to receive
a stock option in lieu of the Director's Fees (as defined in Subsection
5(b)), or part thereof, to be earned by such Director for a twelve-month
period beginning January 1 and ending on the last day of December
(hereinafter referred to as the "Plan Year").
b. Option Formula. The number of shares of common stock subject to
each option granted to any Director for a Plan Year shall be equal to the
nearest number of whole shares, with cash payment for fractional shares,
determined in accordance with the following formula:
Director's Fees = Number of Shares
Fair Market Value minus
Option Exercise Price
"Option Exercise price" and "Fair Market Value" shall be defined as set
forth in Subsection 5(c). "Director's Fees" shall mean the amount of fees
which the Director will be entitled to receive during a Plan Year for
serving as a Director of Cotton States Life Insurance Company or its direct
and indirect subsidiaries; provided, however, that if a Director elects to
receive a stock option in lieu of only a portion of the Director's Fees, the
Director's Fees for purposes of the foregoing formula shall equal the
portion of the Director's Fees so elected. For purposes of this Plan,
"Director's Fees" does include fees, but not expenses for attendance at
meetings of the Board of Directors or any committee of the Board of
Directors or for any other services to be provided to the Company and/or
its direct and indirect subsidiaries.
c. Option Exercise Price. The Option Exercise Price for each option
granted under the Plan shall be fifty percent (50%) of the fair market
value of shares of the Company's Common Stock on the date the option is
granted. "Fair Market Value" shall be the closing price as reported on
the NASDAQ National Market on the date of reference. If the Company's
Common Stock is not traded on the date the option is granted then "Fair
Market Value" shall be the average of the bid price and the ask price on
the date of reference.
d. Term and Exercise of Option. Options may be exercised only by
written notice to the Secretary of Cotton States Life Insurance Company,
accompanied by payment in cash or check payable to Cotton States Life
Insurance Company of the full exercise price for the shares as to which
they are exercised. No option granted under the Plan may be exercised
before the twelve-month anniversary of the date upon which it was
granted; provided, however that any option granted under the Plan shall
become immediately exercisable upon the retirement of the Director
because of age, death or disability. No option granted under the Plan
shall be exercisable after the expiration of ten years from the date upon
which it is granted. Each option shall be subject to termination before
its date of expiration as hereinafter provided in Subsection 5(e) and
5(f).
e. Termination of Directorship. Except as herein provided, the rights
of a Director in an option granted under the Plan shall not terminate
upon such Director's termination as a Director for any reason (including
retirement because of age, death or disability). That portion of an
option granted under the Plan which is attributable to any portion of the
Director's Fees which is not earned due to termination as a Director (for
any reason) shall automatically abate and be canceled.
f. Death of Director. Any option granted to a Director and outstanding
on the date of his or her death may be exercised by the administrator of
such Director's estate, the executor under his or her will, or the person
or persons to whom the option shall have been validity transferred by
such executor or administrator pursuant to the will or laws of intestate
succession, but not beyond the first to occur of (i) the expiration of
twelve months of from the date of the Director's death, or (ii) the
specified expiration date of the option. Upon the first to occur of said
two events, the option shall terminate.
6. Changes in Capitalization
If the outstanding shares of Cotton States Life Insurance Company
Common Stock are increased, decreased or exchanged for a different number
or kind of shares or other securities, or if additional shares or other
property (other than ordinary cash dividends) are distributed with respect
to such shares of Cotton States Life Insurance Company Common Stock or
other securities, through merger, consolidation, sale of all or
substantially all of the assets of Cotton States Life Insurance Company
reorganization, recapitalization, reclassification, dividend, stock split,
reverse stock split, spin-off, split-off or other distribution with respect
to such shares of common stock, or other securities, an appropriate and
proportionate adjustment may be made in (i) the maximum number and kind
of shares reserved for issuance under the Plan; (ii) the number and kind
of shares or other securities subject to then outstanding options under
the plan; and (iii) the price for each share subject to any then
outstanding options under the Plan. No fractional shares will be issued
under the Plan on account of any such adjustments.
7. Withholding Taxes
Whenever shares of Cotton States Life Insurance Company Common Stock
are to be issued or delivered, the Committee shall have the right, at or
prior to the delivery of any certificate or certificates for shares, to
require the recipient to remit to Cotton States Life Insurance Company in
the form of cash or check payable to the order of Cotton States Life
Insurance Company in an amount sufficient to satisfy withholding
requirements with respect to federal, state and local income and
employment taxes.
8. Limitation of Rights
a. No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan,
shall constitute evidence of any agreement or understanding, express or
implied, that Cotton States Life Insurance Company will retain a
participant as Director for any period of time, or at any particular rate
of compensation.
b. No Stockholders' Rights for Options. The holder of an option
granted under the Plan shall have no rights as a stockholder with respect
to the shares covered by his or her options until the date of the
issuance of such holder of a stock certificate therefore, and no
adjustment will be made for dividends or other rights for which the
record date is prior to the date such certificate is issued.
9. Transferability
a. Options are not transferable other than by will or the laws of
intestate succession. No transfer by will or by the laws of intestate
succession shall be effective to bind Cotton States Life Insurance Company
unless the Committee shall have been furnished with a copy of the deceased
participant's will or such other evidence as the Committee may deem
necessary to establish the validity of the transfer.
b. Only the participant or his or her guardian, or in the event of
death, his or her legal representative or beneficiary, may exercise options
and receive deliveries of shares.
10. Amendment, Modification and Termination
The Board at any time may terminate and in any respect amend or modify
the Plan; provided, however, that no such action by the Board, without
approval of Cotton States Life Insurance Company shareholders, may (i)
increase the total number of shares of common stock available under the plan
in the aggregate (except as otherwise provided in Section 6); (ii) extend
the period during which any option may be exercised; (iii) extend the term
of the Plan; (iv) change the option price; or (v) alter the class of persons
eligible to receive options. No amendment, modification or termination of
the Plan shall in any manner adversely affect the rights of any participant
with respect to an option previously granted, without the consent of such
participant. The provision of Section 1, Section 4, and Section 5 of the
Plan shall not be amended more than once every six months, except to comport
with changes in the Internal Revenue Code or regulations thereunder.
11. Notice
Any written notice to Cotton States Life Insurance Company required by
any of the provisions of the Plan shall be addressed to the Corporate
Secretary of Cotton States Life Insurance Company and shall become effective
when it is received.
12. Governing Law
The validity and construction of the Plan and any agreements entered
into thereunder shall be governed by the laws of the State of Georgia.
COTTON STATES LIFE INSURANCE COMPANY
Post Office Box 105303, Atlanta, Georgia 30348
1995 ELECTION FORM
FOR DIRECTORS' DISCOUNTED OPTION PLAN
I hereby elect to participate in the Directors' Discounted Stock Option
Plan of Cotton States Life Insurance Company in accordance with the
provision outlined in the Plan Prospectus. By checking the appropriate
box below, I authorize Cotton States Life Insurance Company to issue stock
options to me in lieu of Director's Fees (as defined in the Prospectus)
earned for the twelve month period beginning January 1 and ending December
31 of the year in which this election is made.
This election is irrevocable as to the year in which the election is
made and will continue for each year immediately following the election
unless I have provided written notice to the corporate secretary of Cotton
States at the address written above of my election to terminate
participation, commencing in the calendar year immediately following such
written notice. I understand that this election, if made during 1995,
shall apply to Director's Fees earned on a prorated basis from the date
of adoption of the Plan through December 31, 1995.
1. FULL ELECTION
I wish to participate as to 100% of my Director's Fees
2. PARTIAL ELECTION
I wish to participate as to % of my Director's Fees
3. ELECTION NOT TO PARTICIPATE
I do not wish to participate
Please check one of the boxes above and return this card as soon as
possible. If you do not return this card you will continue to receive your
Director's Fees as you have in the past.
Signature
EXHIBIT 23
February 6, 1996
Cotton States Life
Insurance Company
244 Perimeter Center Parkway, NE
Atlanta, Georgia 30346
Re: Cotton States Life Insurance Company ("Company")
Gentlemen:
This opinion is given in connection with the filing by Company, a
corporation organized and existing under the laws of the State of Georgia,
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 ("Registration
Statement") with respect to the common stock of Company ("Common Stock") to
be issued under the Company's Directors' Discounted Stock Option Plan (the
"Plan"). Shares are to be issued solely in accordance with the terms and
conditions of the Plan.
In rendering this opinion, we have examined such corporate records and
documents, including the Plan, as we have deemed relevant and necessary as
the basis for the opinion set forth herein. Based upon the foregoing, it
is our opinion that the shares of Company Common Stock included in the
Registration Statement, when issued to the grantees pursuant to the Plan,
have been duly authorized by all requisite actions on the part of Company
and, upon payment for the shares pursuant to the Plan, and the issuance of
such shares, such shares will be validly issued, fully paid, and
nonassessable under the Georgia Business Corporation Code.
We hereby consent to the use of this opinion and to the reference made
to the firm under the caption "Legal Matters" in the Prospectus constituting
part of the Registration Statement. This opinion is not given in regard to
any reoffer or resale of shares of Common Stock acquired pursuant to the
Plan.
Sincerely,
PETERSON DILLARD YOUNG ASSELIN
POWELL & WILSON
Independent Auditors' Consent
The Board of Directors and Stockholders
Cotton States Life Insurance Company
We consent to incorporation by reference in the Cotton States Life
Insurance Company Directors' Discounted Option Plan Registration Statement
on Form S-8 of our reports dated February 21, 1995, relating to the
consolidated balance sheets of Cotton States Life Insurance Company and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of earnings, stockholders' equity, and cash flows, and the
related schedules for each of the years in the three-year period ended
December 31, 1994, which reports appear or are incorporated by reference in
the December 31, 1994 annual report on Form 10-K of Cotton States Life
Insurance Company.
As described in note 2 to the consolidated financial statements,
effective January 1, 1994, the Company changed its method of accounting for
certain investment securities. As described in notes 5 and 6, effective
January 1, 1993, the Company changed its method of accounting for income
taxes and postretirement benefits other than pension.
KPMG Peat Marwick LLP
Atlanta, Georgia
February 6, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Ridley Howard and Gary W. Meader,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
Signature Title Date
President, Chief Executive
John Ridley Howard Officer, and Director 2/6/96
Chairman of the Board of 2/6/96
William Wylie Gaston, III Directors 2/6/96
Thomas A.Harris Director 2/6/96
Francis Abit Massey Director 2/6/96
Robert Chandler McMahan Director 2/6/96
Champney Adams McNair Director 2/6/96
Gaylord O.Coan Director 2/6/96
Edward Jenner Wood, III Director 2/6/96
