<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
DAYTON HUDSON CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota 41-0215170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
(Address of Principal Executive Offices) (Zip Code)
DAYTON HUDSON CORPORATION
DIRECTOR STOCK OPTION PLAN OF 1995
(Full title of the plan)
Stephen C. Kowalke, Treasurer
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
(Name and address of agent for service)
(612) 370-6730
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Aggregate Registration
Registered Registered Price Per Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00
par value 100,000 $68.625 $6,862,500 $2,366.38
(including Shares
preferred shares
purchase rights)
- --------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on New York Stock Exchange consolidated transactions composite tape on
November 1, 1995.
1
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PART I
Pursuant to the Note to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 1-6049) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are, as of their respective dates,
incorporated in this Registration Statement by reference and made a part hereof:
(1) The Annual Report on Form 10-K of Dayton Hudson Corporation (the "Company")
for the fiscal year ended January 28, 1995;
(2) The description of the Company's Common Stock contained in a registration
statement filed pursuant to the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
(3) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred
to in (1) above.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and a part of this Registration Statement from the
date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act"). Section 302A.521 of the
Corporation Act provides, in substance, that unless prohibited by its articles
of incorporation or bylaws, a corporation must indemnify an officer or director
who is made or threatened to be made party to a proceeding by reason of his or
her official capacity against judgments, penalties, fines, settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding, if certain criteria are met.
These criteria, all of which must be met by the person seeking indemnification,
are (a) that such person has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and expenses; (b) that such
person must have acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person must have acted in a manner they reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.
The company also maintains a director and officer insurance policy which insures
the company and its directors and officers against damages, judgments,
settlements and costs incurred by reason of certain acts of such persons in
their capacities as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
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ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
4.1 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit (3)A to
the Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1993).
4.2 By-laws of the Company, as amended through September
13, 1995.
4.3 Dayton Hudson Corporation Director Stock Option Plan
of 1995 (incorporated by reference to Exhibit B to the
Company's Proxy Statement dated April 19, 1995).
5 Opinion of Timothy R. Baer as to the legality of the
common stock offered pursuant to the stock option plan
referred to herein.
23.1 Consent of Independent Auditors.
23.2 Consent of Timothy R. Baer, is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement 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 registrant pursuant
4
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to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering; and
(4) 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.
Insofar as indemnification by the registrant for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant 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 of 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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and the State of Minnesota, on the 31st
day of October, 1995.
DAYTON HUDSON CORPORATION
/s/ William E. Harder
By_____________________________________
William E. Harder
Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 31st day of October, 1995, by the following
persons in the capacities indicated:
/s/ Bob Ulrich
_____________________________ Chairman of the Board and Chief Executive
Bob Ulrich Officer (Principal Executive Officer)
/s/ Douglas A. Scovanner
_____________________________ Senior Vice President
Douglas A. Scovanner (Principal Financial Officer)
/s/ JoAnn Bogdan
_____________________________ Controller
JoAnn Bogdan (Principal Accounting Officer)
RAND V. ARASKOG |
LIVIO D. DeSIMONE |
ROGER A. ENRICO |
WILLIAM W. GEORGE |
ROGER L. HALE |
BETTY RUTH HOLLANDER | A majority of the
MICHELE J. HOOPER | Board of Directors*
MARY PATTERSON McPHERSON |
SOLOMON D. TRUJILLO |
BOB ULRICH |
JOHN R. WALTER |
STEPHEN E. WATSON |
*William E. Harder, by signing his name hereto on the 31st day of October,
1995, does hereby sign this document on behalf of each of the above named
directors of the registrant pursuant to powers of attorney duly executed by such
persons.
/s/ William E. Harder
____________________________________________
William E. Harder, Attorney-in-Fact
6
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<C> <S> <C>
4.1 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit (3)A to
the Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1993).
4.2 By-laws of the Company, as amended through September 8
13, 1995.
4.3 Dayton Hudson Corporation Director Stock Option Plan
of 1995 (incorporated by reference to Exhibit B to the
Company's Proxy Statement dated April 19, 1995).
5 Opinion of Timothy R. Baer as to the legality of the 17
common stock offered pursuant to the stock option plan
referred to herein.
23.1 Consent of Independent Auditors. 18
23.2 Consent of Timothy R. Baer, is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney. 19
</TABLE>
<PAGE>
EXHIBIT 4.2
BY-LAWS
OF
DAYTON HUDSON CORPORATION
As Amended Through September 13, 1995
SHAREHOLDERS
------------
Section 1.01. Place of Meetings and Annual Meeting
Meetings of the shareholders shall be held at the principal executive
office of the corporation or at such other place or places as the Board may from
time to time designate. The regular annual meeting of the shareholders shall be
held on such day in May in each year as shall be designated by the Board, and at
such time as the Board may from time to time designate, for the election of
Directors and for the transaction of such other business as may lawfully come
before such meeting.
Section 1.02. Shareholders' Special Meetings
Special meetings of the shareholders may be called for any purpose or
purposes, at any time, by the Chief Executive Officer; by the President; by the
Chief Financial Officer; by the Board or any two or more members thereof; or by
one or more shareholders holding not less than ten percent (10%) of the voting
power of all shares of the corporation entitled to vote (except that a special
meeting for the purpose of considering any action to directly or indirectly
facilitate or effect a business combination, including any action to change or
otherwise affect the composition of the Board for that purpose, must be called
by 25% or more of the voting power of all shares of the corporation entitled to
vote), who shall demand such special meeting by written notice given to the
Chief Executive Officer or the Chief Financial Officer specifying the purpose or
purposes of such meeting.
Section 1.03. Meetings Held Upon Shareholder Demand
Within 30 days of receipt of a demand by the Chief Executive Officer
or the Chief Financial Officer from any shareholder or shareholders entitled to
call a meeting of the shareholders, it shall be the duty of the Board to cause a
special or regular meeting of shareholders, as the case may be, to be duly
called and held on notice no later than ninety days after receipt of such
shareholder or shareholder's demand. If the Board fails to cause such a meeting
to be called and held as required by this Section, the shareholder or
shareholders making the demand may call the meeting by giving notice as provided
in Section 1.04 at the expense of the corporation.
<PAGE>
Section 1.04. Notices of Meetings
Except as otherwise specified in Section 1.03 or required by law,
written notice of the time and place of every meeting of shareholders and in the
case of a special meeting, the purpose or purposes of the meeting shall be given
at least ten (10) days previous thereto, to each shareholder of record entitled
to vote at the meeting. The business transacted at a special meeting of
shareholders is limited to the purpose or purposes stated in the notice of the
meeting.
Section 1.05. Quorum
A quorum at any meeting of shareholders shall consist of shareholders
representing, either in person or by proxy, a majority of the outstanding shares
of the corporation entitled to vote at such meeting, except as otherwise
specially provided by law. If a quorum is not present at any such meeting, it
may be adjourned from time to time until a quorum is present.
Section 1.06. Adjournments
Any meeting of the shareholders may be adjourned from time to time to
another date, time and place. If any meeting of the shareholders is so
adjourned, no notice as to such adjourned meeting need be given if the date,
time and place at which the meeting will be reconvened are announced at the time
of adjournment.
Section 1.07. Proposals Regarding Business Other Than Director Nominations
The proposal of business (other than business relating to the
nomination and election of directors) to be considered by the shareholders may
be made at an annual or special meeting of shareholders (a) pursuant to the
corporation's Notice of Meeting, (b) by or at the direction of the Board, or (c)
by any shareholder of the corporation who (i) was a shareholder of record at the
time of giving of notice provided for in these By-laws, (ii) is entitled to vote
at the meeting, and (iii) gives notice of the matter, which must otherwise be a
proper matter for shareholder action, in a writing which is received by the
Secretary of the corporation not less than 60 days prior to the date fixed for
the meeting. In no event shall a proposal be made at a special meeting if it
was not included in the notice of the meeting. Such shareholder's notice shall
set forth (a) a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made, and (b) the name and address of
such shareholder, as they appear on the corporation's books, and of the
beneficial owner, if any, on whose behalf the proposal is made; and the class
and number of shares of the corporation which are owned beneficially and of
record by such shareholder and such beneficial owner.
2
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BOARD OF DIRECTORS
------------------
Section 2.01. Regular Meetings
Regular meetings of the Board may be established by the Board. They
may be held without notice at the principal executive office of the corporation,
or at such other place or places as the Board may from time to time designate.
Section 2.02. Special Meetings
Special meetings of the Board may be called at any time by the
Chairman of the Board, or the President, or in their absence by the Chairman of
the Executive Committee or any Executive Vice President, or by a majority of the
members of the Board then elected and serving, to be held at the principal
executive office of the corporation or at such other place or places as the
Directors may from time to time designate. Notices of all special meetings of
the Board shall be given to each Director by twenty-four hours' service of the
same by telegram, by letter, by telephone or personally, provided that when
notice is mailed, at least three days notice shall be given.
Section 2.03. Quorum
A majority of the Board shall be necessary at all meetings to
constitute a quorum for the transaction of business, except as otherwise
provided herein, but less than a quorum may adjourn any meeting, which may be
held on a subsequent date without further notice, provided that a quorum be
present at such deferred meeting.
Section 2.04. Waiver of Notice; Previously Scheduled Meetings
A Director may waive notice of the date, time and place of a meeting
of the Board. A waiver of notice by a Director entitled to notice is effective
whether given before, at or after the meeting, and whether given in writing,
orally or by attendance. Attendance by a Director at a meeting is a waiver of
notice of that meeting, unless the Director objects at the beginning of the
meeting to the transaction of business because the meeting is not lawfully
called or convened and thereafter does not participate in the meeting.
If the day or date, time and place of a Board meeting have been
provided herein or announced at a previous meeting of the Board, no notice is
required. Notice of an adjourned meeting need not be given other than by
announcement at the meeting at which adjournment is taken of the date, time and
place at which the meeting will be reconvened.
Section 2.05. Action in Writing
Any action which may be taken at a meeting of the Board or of the
Executive Committee or any other committee may be taken without a meeting if
authorized by a writing or writings signed by all of the Directors or all of the
members of the Executive Committee or any other committee, as
3
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the case may be, and such action shall be effective on the date on which the
last signature is placed on such writing or writings or such earlier date as is
set forth therein.
Section 2.06. Electronic Communications
Any action which may be taken at a meeting of the Board or of the
Executive Committee or any other committee may be taken by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, with the same effect as though
all such persons were present in person at such meeting.
Section 2.07. Executive Committee
(a) Designation, Number and Qualifications. The Board may designate
not less than five (5) of their number to constitute an Executive Committee.
The Chairman of the Board shall be a member of the Executive Committee. The
Board may also designate a Chairman and a Vice Chairman of the Executive
Committee. The Executive Committee shall be subject at all times to the control
and direction of the Board.
(b) Powers. Except as may be otherwise prospectively and specifically
provided in a resolution duly adopted by a majority of the members of the entire
Board at any meeting of the Board reducing or limiting the authority of the
Executive Committee, said Committee shall have and may exercise, during the
intervals between meetings of the Board, all of the powers of the Board except
that the Executive Committee shall not have power to act upon or submit to the
shareholders any proposal for amendment to the Articles of Incorporation, any
plan of merger or consolidation, any sale or other disposition of all or
substantially all of the property and assets of the corporation, or any proposal
for the dissolution of the corporation; to amend or repeal these By-Laws or
adopt new By-Laws; to fill vacancies in the Board, or to dissolve, remove
members or change the number of, or fill vacancies in, the Executive Committee;
to fix the compensation for any Director for serving on the Board or any
committee of the Board; or to amend or repeal any resolution of the Board which
by its terms shall not be so amendable or repealable.
(c) Rules of Procedure.
(1) A majority of the members of the Executive Committee shall
constitute a quorum for the purpose of taking action upon any matter that may
come before it, and the affirmative vote of a majority of a quorum present at
the meeting shall be necessary to pass any resolution presented thereat. All
action by said Executive Committee shall be reported to the Board at its meeting
next succeeding the taking of such action.
(2) The Executive Committee may adopt such rules and regulations for
the conduct of its meetings as it may deem proper and as are not inconsistent
with law, the Articles of Incorporation, these By-Laws or any resolution duly
adopted by the Board.
(3) The Executive Committee shall keep written minutes of its
proceedings.
(d) Removal; Dissolution. Any member or members of the Executive
Committee may be removed at any time, with or without cause, by the affirmative
vote of a majority of the members
4
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of the entire Board. The Board may, by a resolution duly adopted by a majority
of the entire Board at any meeting of the Board, dissolve the Executive
Committee.
(e) Vacancies. If any vacancy shall occur in the Executive Committee
by reason of death, resignation, removal or otherwise, such vacancy may be
filled at any meeting of the Board.
(f) Regular Meetings. Regular meetings of the Executive Committee may
be held without notice at such times and at such places, within or without the
State of Minnesota, as may from time to time be determined by the Executive
Committee or the Board.
(g) Special Meetings. Special meetings of the Executive Committee may
be called by the Chairman of the Board, the President or the Chairman of the
Executive Committee and shall be called by the Chairman of the Board, the
Chairman of the Executive Committee or the Secretary on the written request of a
majority of the members of the Committee then elected and serving.
Special meetings shall be held at such times and such places as shall be
determined by the Chairman of the Board, the President or the Chairman of the
Executive Committee, subject to any requirement of notice as in these By-Laws
provided.
(h) Notice of Meetings. When required by these By-Laws to be given,
notice of the time and place of a meeting of the Executive Committee shall be
given to each member of the Executive Committee in the same manner as required
to be given for a Directors' meeting.
(i) Adjournment. At any meeting a majority of the members present,
without notice other than by announcement at the meeting, may adjourn such
meeting to another time and place, whether or not a quorum is present.
Section 2.08. Notice of Committee Meetings
Notices of meetings of Committees of the Board shall be given in the
same manner required for a Directors' meeting, unless other provisions are set
by the Directors.
Section 2.09. Absent Directors
A Director may give advance written consent or opposition to a
proposal to be acted on at a Board meeting. If the Director is not present at
the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of or against the proposal and shall be
entered in the minutes or other record of action at the meeting, if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the Director has consented or objected.
5
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OFFICERS
--------
Section 3.01. Number and Designation
The corporation shall have one or more natural persons exercising the
functions of the offices of Chief Executive Officer and Chief Financial Officer.
The Board may elect or appoint such other officers or agents as it deems
necessary for the operation and management of the corporation, with such powers,
rights, duties and responsibilities as may be determined by the Board,
including, without limitation, a Chairman, one or more Vice Chairmen, a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall have the powers, rights, duties and responsibilities set forth in
these By-Laws unless otherwise determined by the Board. Any of the offices or
functions of those offices may be held by the same person.
Section 3.02. Chairman of the Board
The Chairman of the Board shall be a member of the Board and shall
preside at all meetings of shareholders and of the Board, shall make reports to
the Board and shareholders, and shall have such other authority and perform such
other duties as the Board may from time to time determine. During the absence
or disability of the President, the Chairman of the Board shall exercise the
powers and perform the duties of the President.
Section 3.03. President
The President shall, in the absence of the Chairman of the Board,
preside at meetings of the Board and of the shareholders, and shall have such
other authority and perform such other duties as the Board may from time to time
determine.
Section 3.04. Vice Chairman
A Vice Chairman may, but need not be a member of the Board. If the
Vice Chairman is a member of the Board, he/she shall in the absence of the
Chairman of the Board and the President preside at meetings of the Board and of
the shareholders, and shall have such authority and perform such duties as the
Board may from time to time determine. If at any time there shall be elected
and serving more than one person in the office of Vice Chairman, then for all
purposes of succession as provided in these By-Laws, seniority of continuous
service in that office shall control.
Section 3.05. Chairman of the Executive Committee
The Chairman of the Executive Committee shall be a member of the
Board, shall in the absence of the Chairman of the Board, the President and any
Vice Chairman who is a member of the Board preside at meetings of the
shareholders and shall have such authority and perform such other duties as the
Board may from time to time determine.
6
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Section 3.06. Vice Presidents
Any one or more of the Vice Presidents may be designated by the Board
as an Executive or Senior Vice President, and each Vice President shall have
such authority and perform such duties as the Board may from time to time
determine.
Section 3.07. Secretary
The Secretary shall issue notices for all meetings, except as
otherwise provided for herein, and the Secretary shall keep minutes of all
meetings, have charge of the seal and the corporate books, and make such reports
and perform the other duties incident to that office, and shall have such other
authority and perform such other duties as the Board may from time to time
determine.
Section 3.08. Treasurer
The Treasurer shall have the custody of all monies and securities of
the corporation, keep regular books of account, disburse the funds of the
corporation in payment of the just demands against the corporation or as may be
ordered by the Board, taking proper vouchers for such disbursements, shall
render to the Board from time to time as may be required of the Treasurer, an
account of all the transactions of the Treasurer and of the financial condition
of the corporation, and shall perform the other duties incident to that office,
and shall have such other authority and perform such other duties as the Board
may from time to time determine.
Section 3.09. Chief Executive Officer
The Board shall at least annually designate an officer of the
corporation also to serve as its Chief Executive Officer who shall by such
designation have and exercise the highest level of executive authority and
responsibility for the management and affairs of the corporation. Except as
otherwise expressly provided in these By-Laws or by the Board, the Chief
Executive Officer may for occasions of temporary absence or disability from time
to time delegate the authority and duties of that office to one or more other
officers of the corporation by written designation delivered to the Chairman of
the Board or if the Chairman of the Board is also the Chief Executive Officer,
then to the Vice Chairman of the Executive Committee and the Secretary. During
any period when such temporary delegation is in effect the Secretary shall be
authorized to attest or certify to any act performed or document executed
pursuant to such delegation as executed by the person then designated Chief
Executive Officer. In the event of the death, or apparent incapacity or
disability of the Chief Executive Officer then currently designated by the
Board, the Vice Chairman of the Executive Committee or in his absence or
unavailability the Chairman of the Finance Committee, shall determine whether
said Chief Executive Officer is or will for more than a temporary period be
unable to perform the duties of that office, then upon notice to that effect
given or promptly confirmed in writing to each member of the Executive Committee
then elected and serving, the Vice Chairman of the Executive Committee or, as
provided, the Chairman of the Finance Committee shall designate an acting Chief
Executive Officer who shall have and exercise all of the authority and
responsibility of the Chief Executive Officer as though designated by, and until
further action of, the Board.
7
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Section 3.10. Other Officers and Designations
The Board may elect or appoint such other officers and agents as it
shall deem necessary or expedient, who shall hold their offices for such terms,
and shall exercise such powers and perform such duties, as shall be determined
from time to time by the Board. The Board may also from time to time designate,
in addition and by way of further definition to the title and duties of any duly
elected officer of the corporation, a Chief Operating Officer, Chief
Administrative Officer, Chief Accounting Officer, and a General Counsel, or any
of them, and may so adopt any similar or comparable definition for any officer
which is not inconsistent with any express provision of these By-Laws.
Section 3.11. Term of Office
The officers of the corporation shall hold office until their
respective successors are elected or appointed or until their earlier
resignation, death or removal. Any officer elected or appointed by the Board
may be removed at any time, with or without cause, by the Board.
Section 3.12. Vacancies
Vacancies in any office or designation arising from any cause may be
filled by the Directors at any regular or special meeting.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 4.01. Indemnification Committee
There is hereby established an Indemnification Committee consisting of
the Chief Executive Officer; the Senior Personnel Officer; the Chief Financial
Officer and the General Counsel. In the event of vacancy in the office of Chief
Executive Officer or in the event that officer is not a member of the Board, the
Chairman of the Board shall be an ex officio member of the committee. In the
event of vacancy in any other position, the Chief Executive Officer shall
appoint an interim member of the committee. By reason of their annual election
and designation to these offices, said officers shall be deemed to have been
annually appointed to the committee.
Section 4.02. Duties of the Committee
The committee shall have the fullest authority and responsibility
available under Minnesota Statutes 302A. 521, including the authority to make a
determination, subject to the power of the Board, whether the person for whom
indemnification is sought is not a director or officer of the corporation nor a
person possessing directly or indirectly the power to direct or cause the
direction of the management or policies of the corporation.
The committee shall report its actions to the Board at least once in
each fiscal year. At that time, the Board shall have the opportunity to ratify
the existence and constitution of the committee.
8
<PAGE>
At all meetings of the committee, the presence of a least two members
shall constitute a quorum for the transaction of business.
CERTIFICATES OF SHARES
----------------------
Section 5.01. Execution of Share Certificates
The certificates of shares of the corporation shall bear the corporate
seal and shall be signed by the Chairman of the Board or the president and by
the Secretary or an Assistant Secretary; but when a certificate is signed by a
transfer agent or a registrar the signature of any such corporate officer and
the corporate seal upon such certificate may be facsimiles engraved or printed.
Section 5.02. Lost, Stolen or Destroyed Share Certificates
In the event of a certificate of shares being lost, stolen, or
destroyed, a new certificate of the same tenor and for the same number of shares
as the one lost, stolen or destroyed may be issued pursuant to the standards
prescribed from time to time by the Board.
MISCELLANEOUS
-------------
Section 6.01. Execution of Instruments
All contracts, deeds, mortgages, notes, checks, conveyances, releases
of mortgages and other instruments shall be signed on behalf of the corporation:
by the Chief Executive Officer, the Chairman of the Board, the President, any
Vice Chairman, the Chairman of the Executive Committee or any Vice President, or
by such other person or persons as may be designated or authorized from time to
time by the Board or by the Chief Executive Officer.
Section 6.02. Fiscal Year
The fiscal year of the corporation shall commence on whatever date the
Sunday shall fall which Sunday immediately follows the Saturday which is nearest
to the last day of January in any one year, and such fiscal year shall end on
whatever date the Saturday which is nearest to the last day of January in the
following year shall fall.
Section 6.03. Amendments
These By-Laws may be altered, amended, added to, or repealed by the
affirmative vote of a majority of the members of the Board at any regular
meeting of the Board, or at any special meeting of the Board called for that
purpose, subject to the power of the shareholders to change or repeal such By-
Laws and subject to any other limitations on such authority of the Board
provided by the Minnesota Business Corporation Act.
9
<PAGE>
EXHIBIT 5
November 3, 1995
Board of Directors
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
Re: Opinion of Counsel as to Legality of 100,000 Shares of Common Stock to be
Registered Under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 100,000 shares of Common Stock, $1.00 par
value, of Dayton Hudson Corporation (the "Company") offered to non-employee
directors of the Company pursuant to the Dayton Hudson Corporation Director
Stock Option Plan of 1995 (the "Plan").
As counsel for the Company, I advise you that it is my opinion, based on my
familiarity with the affairs of the Company and upon my examination of pertinent
documents, that the 100,000 shares of Common Stock to be offered to the non-
employee directors of the Company under the Plan, will, when paid for and issued
pursuant to the terms of the Plan, be validly issued and lawfully outstanding,
fully paid and non-assessable shares of Common Stock of the Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the registration statement
with respect to the aforementioned shares of Common Stock under the Securities
Act of 1933.
Very truly yours,
/s/ Timothy R. Baer
Timothy R. Baer,
Assistant General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Dayton Hudson Corporation Director Stock Option Plan of
1995 of our report dated March 17, 1995, with respect to the consolidated
financial statements of Dayton Hudson Corporation incorporated by reference in
its Annual Report (Form 10-K) for the year ended January 28, 1995 and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
November 3, 1995
<PAGE>
EXHIBIT 24
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Rand V. Araskog
Rand V. Araskog
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Livio D. DeSimone
Livio D. DeSimone
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Roger A. Enrico
Roger A. Enrico
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ William W. George
William W. George
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Roger L. Hale
Roger L. Hale
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Betty Ruth Hollander
Betty Ruth Hollander
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Michele J. Hooper
Michele J. Hooper
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Mary Patterson McPherson
Mary Patterson McPherson
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Solomon D. Trujillo
Solomon D. Trujillo
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Bob Ulrich
Bob Ulrich
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ John R. Walter
John R. Walter
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand as of this 11th day of January, 1995.
/s/ Stephen E. Watson
Stephen E. Watson
