<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 (I.R.S. Employer
of incorporation or organization) Identification No.)
777 Nicollet Mall 55402-2055
Minneapolis, Minnesota (Zip Code)
(Address of Principal Executive Offices)
DAYTON HUDSON CORPORATION
SUPPLEMENTAL RETIREMENT, SAVINGS, AND
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
JoAnn Bogdan, Controller
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, MN 55402
(Name and address of
agent for service)
(612) 370-6948
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered (1) offering aggregate fee
registered price per offering
share (2) price (2)
- -------------------------------------------------------------------------------
Common Stock,
$.3333
par value
(including 5,000,000 $47.3125 $236,562,500 $71,686
preferred shares
share
purchase
rights)
- -------------------------------------------------------------------------------
(cover page is continued on next page)
<PAGE>
(1) The number of shares being registered represents the number of additional
shares of Common Stock which may be issued to the Dayton Hudson Corporation
Supplemental Retirement, Savings, and Employee Stock Ownership Plan in addition
to shares previously registered.
(2) 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 the New York Stock Exchange consolidated transactions composite tape
on May 16, 1997. This Registration Statement will become effective immediately
upon filing pursuant to Rule 462 under the Securities Act of 1933.
Pursuant to General Instruction E of the General Instructions to Form
S-8, this Registration Statement incorporates by reference the contents of
the Registrant's Registration Statement on Form S-8 (File No. 33-66050).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Description
------- -----------
(5) Opinion of Counsel re Legality.
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of Counsel is contained in the opinion filed as
Exhibit (5) to this Registration Statement.
(24) Powers of Attorney.
<PAGE>
SIGNATURES
THE REGISTRANT. 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
19th day of May, 1997.
DAYTON HUDSON CORPORATION
By /s/ Douglas A. Scovanner
---------------------------------
Douglas A. Scovanner, Senior Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 19th day of May, 1997 by the
following persons in the capacities indicated:
/s/ Robert J. Ulrich Chairman of the Board and Chief Executive
- ----------------------------------
Robert J. Ulrich Officer (Principal Executive Officer)
/s/ Douglas A. Scovanner Senior Vice President and Chief Financial
- ----------------------------------
Douglas A. Scovanner Officer (Principal Financial Officer)
/s/ JoAnn Bogdan Controller and Chief Accounting Officer
- ----------------------------------
JoAnn Bogdan (Principal Accounting Officer)
LIVIO D. DeSIMONE
ROGER A. ENRICO
WILLIAM W. GEORGE
ROGER L. HALE
BETTY RUTH HOLLANDER
MICHELE J. HOOPER
JAMES A. JOHNSON DIRECTORS
RICHARD M. KOVACEVICH
STEPHEN W. SANGER
SOLOMON D. TRUJILLO
ROBERT J. ULRICH
JOHN R. WALTER
Douglas A. Scovanner, by signing his name on the 19th day of May, 1997,
does hereby sign this document pursuant to powers of attorney duly executed by
the Directors named, filed with the Securities and Exchange Commission on behalf
of such Directors, all in the capacities and on the date stated, such persons
being all of the Directors of the Registrant.
/s/ Douglas A. Scovanner
--------------------------------------
Douglas A. Scovanner, Attorney-in-fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DAYTON HUDSON CORPORATION
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
(5) Opinion of Counsel re Legality. . . . . . . . . . . . . . .
(23.1) Consent of Ernst & Young LLP . . . . . . . . . . . . . . .
(23.2) Consent of Counsel is contained in the opinion filed
as Exhibit (5) to this Registration Statement.
(24) Powers of Attorney. . . . . . . . . . . . . . . . . . . . .
<PAGE>
DAYTON HUDSON CORPORATION
Writer's Direct Dial LAW DEPARTMENT Timothy R. Baer
612/370-6426 Assistant General Counsel
May 19, 1997
Board of Directors
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
Re: Opinion of Counsel as to Legality of 5,000,000 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 5,000,000 shares of Common Stock, $.3333
par value, of Dayton Hudson Corporation (the "Company") offered to employees of
the Company pursuant to the Dayton Hudson Corporation Supplemental Retirement,
Savings, and Employee Stock Ownership Plan (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 5,000,000 shares of Common Stock to be offered to
the employees 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 Supplemental
Retirement, Savings, and Employee Stock Ownership Plan of our reports (a)
dated March 3, 1997, 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 February 1, 1997 and the related financial
statement schedule included therein, and (b) dated March 14, 1997, with
respect to the financial statements and schedules of the Dayton Hudson
Corporation Supplemental Retirement, Savings, and Employee Stock Ownership
Plan included in the Plan's Annual Report (Form 11-K) for the year ended
December 31, 1996, both filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
May 19, 1997
<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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/s/ L. 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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/s/ James A. Johnson
-----------------------------
James A. Johnson
<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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 12th day of November, 1996.
/s/ R. M. Kovacevich
-----------------------------
Richard M. Kovacevich
<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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/s/ Stephen W. Sanger
-----------------------------
Stephen W. Sanger
<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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 18th day of November, 1996.
/s/ Bob Ulrich
-----------------------------
Robert J. 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, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, 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 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 6th day of November, 1996.
/s/ John R. Walter
-----------------------------
John R. Walter
