PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--- ---
Commission file number 1-8022
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES'
SAVINGS PLAN
(Formerly the Savings Plan for Employees of Inland Tugs and
Mac Towing, Divisions of American Commercial Barge
Line Company, and Louisiana Dock Company,
Division of American Commercial Marine Service Company)
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
CSX CORPORATION
A Virginia Corporation
IRS Employer Identification Number 62-1051971
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
Index to Financial Statements
Page No.
--------
Audited Financial Statements
Report of Ernst & Young LLP, Independent Auditors 3
Statement of Net Assets Available for Plan Benefits
- December 31, 1994 4
Statement of Net Assets Available for Plan Benefits
- December 31, 1993 5
Statement of Changes in Net Assets Available for Plan
Benefits - Year Ended December 31, 1994 6
Statement of Changes in Net Assets Available for Plan
Benefits - Year Ended December 31, 1993 7
Notes to Financial Statements 8-12
Supplemental Schedules
Schedule of Assets Held for Investment Purposes -
December 31, 1994 14
Schedule of Reportable Transactions - Year Ended
December 31, 1994 15
Signature 16
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PAGE 3
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
-------------------------------------------------
The Administrative Committee
American Commercial Vessel and Terminal Employees' Savings Plan
American Commercial Barge Line Company
American Commercial Marine Service Company
Hines American Line, Inc.
American Valley Line Terminals, Inc.
Jeffersonville, Indiana
We have audited the accompanying statements of net assets available
for plan benefits of the American Commercial Vessel and Terminal Employees'
Savings Plan ("Plan") as of December 31, 1994 and 1993, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits
of the Plan at December 31, 1994 and 1993, and the changes in its net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1994, and
reportable transactions for the year then ended, are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the basic financial statements. The Fund
Information in the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits is presented
for purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Richmond, Virginia ---------------------
June 12, 1995 Ernst & Young LLP
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PAGE 4
<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
DECEMBER 31, 1994
-------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------------------------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ---------- ------------- -------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
CSX Corporation common stock
(29,517 shares) $ - $ - $ 456 $1,599 $2,055
Commonwealth Insurance Group
Annuity Deposit Fund 827 - - - 827
Fidelity Equity Income Fund
(8,469 shares) - 260 - - 260
Liberty National Bank Treasury Bill
Index Account - 8 4 13 25
Contributions receivable, net of
forfeitures:
Employees 26 10 9 - 45
Employers - - - 33 33
Accrued Investment Income 5 12 - - 17
------ ------ ------ ------ ------
TOTAL ASSETS 858 290 469 1,645 3,262
LIABILITIES
Due to Brokers for Securities
Purchased - (12) - - (12)
------ ------ ------ ------ ------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 858 $ 278 $ 469 $1,645 $3,250
====== ====== ====== ====== ======
</TABLE>
See Notes to Financial Statements.
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PAGE 5
<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
DECEMBER 31, 1993
-----------------------------------------------------------------
FUND INFORMATION
----------------------------------------------------
Non-
Participant
Participant Directed Directed
-------------------------------------- -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
--------- ----------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
CSX Corporation common stock
(27,638 shares) $ - $ - $ 462 $1,801 $2,263
Commonwealth Insurance Group
Annuity Deposit Fund 773 - - - 773
Fidelity Equity Income Fund
(5,944 shares) - 201 - - 201
Liberty National Bank Treasury Bill
Index Account 62 12 44 99 217
Contributions receivable, net of
forfeitures:
Employees 38 10 22 - 70
Employers - - - 47 47
------ ------ ------ ------ ------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 873 $ 223 $ 528 $1,947 $3,571
====== ====== ====== ====== ======
</TABLE>
See Notes to Financial Statements.
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PAGE 6
<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------
Non-
Participant
Participant Directed Directed
------------------------------------- -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
--------- ----------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Dividends $ - $ 23 $ 10 $ 39 $ 72
Interest 54 - 1 2 57
Net Realized and Unrealized (Depreciation)
of Investments - (24) (85) (294) (403)
Contributions:
Employees 305 100 191 - 596
Employers - - - 426 426
----- ----- ------ ------ ------
359 99 117 173 748
DEDUCTIONS:
Distributions to Participants (351) (72) (180) (466) (1,069)
INTERFUND TRANSFERS (23) 28 4 (9) -
----- ----- ------ ------ ------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS (15) 55 (59) (302) (321)
Net Assets Available for Plan Benefits
at Beginning of Year 873 223 528 1,947 3,571
----- ----- ------ ------ ------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
END OF YEAR $ 858 $ 278 $469 $1,645 $3,250
===== ===== ====== ====== ======
</TABLE>
See Notes to Financial Statements.
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PAGE 7
<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
----------------------------------------------------------------
FUND INFORMATION
---------------------------------------------------
Non-
Participant
Participant Directed Directed
------------------------------------ -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
--------- ----------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Dividends $ - $ 6 $ 8 $ 34 $ 48
Interest 43 1 2 3 49
Net Realized and Unrealized Appreciation
of Investments - 22 66 295 383
Contributions:
Employees 413 105 229 - 747
Employers - - - 532 532
----- ----- ------ ------ ------
456 134 305 864 1,759
DEDUCTIONS:
Distributions to Participants (333) (66) (167) (437) (1,003)
INTERFUND TRANSFERS (10) (3) 5 8 -
----- ----- ------ ------ ------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 113 65 143 435 756
Net Assets Available for Plan Benefits
at Beginning of Year 760 158 385 1,512 2,815
----- ----- ------ ------ ------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
END OF YEAR $ 873 $ 223 $ 528 $1,947 3,571
===== ===== ====== ====== ======
</TABLE>
See Notes to Financial Statements.
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PAGE 8
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Thousands of Dollars)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the American Commercial Vessel and Terminal
Employees' Savings Plan, (the "Plan"), are maintained on the accrual basis.
All security transactions are recorded as of the trade date.
Investments in insurance company contracts are reported at contract value.
Contract value represents contributions made under the contract, plus interest
at the contract rate, less funds used to pay participant distributions.
Investments in the Liberty National Bank Treasury Bill Index Account, a short-
term investment vehicle are valued at cost plus accrued income, which
approximates fair value. Investments in CSX Corporation common stock and
mutual funds are valued at the last reported sales price on the last business
day of the Plan year.
Certain prior year data have been reclassified to conform to the 1994
presentation.
NOTE 2. DESCRIPTION OF THE PLAN
The participating employers of the Plan include American Commercial Barge Line
Company, American Commercial Marine Service Company, Hines American Line, Inc.
and American Valley Line Terminals, Inc., subsidiaries of American Commercial
Lines, Inc. ("ACL"), which is a wholly owned subsidiary of CSX Corporation
("CSX").
A complete description of Plan provisions including those relating to vesting,
withdrawals, and distributions are contained in the Summary Plan Description
and the Plan Document. Copies of these documents are available in the
American Commercial Barge Line Benefits Department. The following summary
should be read in conjunction with the aforementioned documents.
General: The Plan is a defined contribution plan subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Plan is intended to qualify as a "cash or deferred" arrangement under
Section 401(k) of the Internal Revenue Code of 1986, as amended ("IRC"). Plan
participation is limited to certain hourly paid employees of ACL and
affiliated companies (the "Company" or the "Employer"). The total number of
participants in the Plan as of December 31, 1994 and 1993 was 519 and 599,
respectively.
Investment Alternatives: Participant contributions may be invested in one or
more of the following investment funds: (1) the Guaranteed Interest Fund,
consisting primarily of a group annuity deposit fund administered by
Commonwealth Life Insurance Company; (2) the Equity Fund, which consists
primarily of investments in the Fidelity Equity Income Fund; and (3) the CSX
Common Stock Fund, consisting primarily of investments in CSX common stock.
Amounts allocated to any of these funds may be temporarily retained as cash or
invested in cash equivalents to facilitate the investment or reinvestment of
Plan assets and the distribution of account balances to participants.
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PAGE 9
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Employer contributions are made in the form of cash deposits to the CSX Common
Stock Fund.
Participant Contributions: Participants in the Plan are allowed to contribute
designated amounts (not to exceed $6.00 per day). All participant
contributions are made on an after tax basis within the limits imposed by the
IRC and may be invested in increments of 10% in any of the three investment
alternatives. Investment direction may be revised by participants as often as
four times per year.
Employer Contributions: The Employer contributes to the Plan an amount equal
to 75% of each participating employee's contributions.
Vesting, Withdrawals, Distributions and Forfeitures: Participants are
immediately vested in their voluntary contributions plus actual earnings
thereon. Participants are fully vested in Employer matching contributions
after one of the following occurs: 1) Completion of 60 consecutive months of
employment, 2) death or retirement, 3) total disability, or 4) termination of
the Plan. If a participant withdraws from the Plan without being fully
vested, the Employer's matching contributions and earnings thereon vest based
on years of service as of the date of termination in accordance with the
following schedule:
Years of Service Vested Percentage
---------------- -----------------
Less than 2 years 0%
2 years but less than 3 25%
3 years but less than 4 50%
4 years but less than 5 75%
5 years or more 100%
Withdrawals and distributions are controlled in accordance with the provisions
of the Plan. Amounts not fully vested at the time of withdrawal are forfeited
upon participant termination of employment for reasons other than retirement
or death; however, if an employee reactivates participation in the plan within
a specified time period, the Employer contributions and income earned thereon
are reinstated. These contingent reinstatement amounts were not significant
at December 31, 1994 or 1993.
Forfeitures in the amounts of $26 and $22 were used to offset Employer's
contributions for the years ended December 31, 1994 and 1993, respectively.
Related amounts of contributions receivable from the Employer at December 31,
1994 and 1993 were reduced by unapplied forfeitures in the amounts of $7 and
$6, respectively.
Participant Accounts: Each participant's account is credited with the
participant's contributions, the appropriate portion of the Employer's
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PAGE 10
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 2. DESCRIPTION OF THE PLAN, Continued
contributions and an allocation of Plan earnings. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Plan Termination: Although it has not expressed any intent to do so, the
Employer has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will become 100% vested in their
accounts.
NOTE 3. INVESTMENTS
The Plan's investments are held by a bank administered trust fund. These
investments are more fully described below:
Guaranteed Interest Fund: Substantially all of the assets held in this fund
are invested in a group annuity deposit fund administered by Commonwealth Life
Insurance Company. Interest on the fund fluctuates monthly based on market
conditions, but is guaranteed at a minimum rate of 4%.
Equity Fund: Substantially all of the assets held in the Equity Fund are
invested in the Fidelity Equity Income Fund, a mutual fund managed by Fidelity
Management and Research Company.
CSX Stock Fund: Substantially all of the assets held in this fund are
invested in CSX common stock.
NOTE 4. INCOME TAX STATUS
The Plan qualifies under Sections 401(a) and 410(b) of the Internal Revenue
Code ("IRC") and is therefore exempt from taxation under IRC Section 501(a).
Once qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan Administrative Committee is not aware of
any course of action taken or series of events which have occurred that might
adversely affect the Plan's qualified status.
NOTE 5. RELATED PARTY TRANSACTIONS
Fees for administration, investment advice and other services are principally
paid by the Employers. The Plan is not charged for administrative services
performed on its behalf by the Employer. The Employer paid $4 and $23,
respectively, to the Trustee and to the Plan Administrator during 1994, and $5
and $39, respectively, to the Trustee and to the Plan Administrator during
1993, for administrative expenses of the Plan.
During the years ended December 31, 1994 and 1993, the Plan received $49 and
$42, respectively, representing cash dividends from CSX Corporation common
stock.
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PAGE 11
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS-- Continued
(Thousands of Dollars)
NOTE 5. RELATED PARTY TRANSACTIONS Continued
The trustee routinely invests Plan assets in the Liberty National Bank
Treasury Bill Index Account. For the year ended December 31, 1994,
transactions involving this account included 135 purchases with a total cost
of $1,855 and 62 sales with a fair value and cost of $2,047. During the year
ended December 31, 1993, transactions involving this account included 161
purchases with a total cost of $1,781 and 57 sales with a fair value and cost
of $2,105.
NOTE 6. COMPARISON TO FORM 5500
Form 5500 requires the recording of a liability for amounts allocated to the
accounts of participants who have withdrawn from the Plan. This requirement
conflicts with generally accepted accounting principles and the presentation
of such amounts in the financial statements where they remain Net Assets
Available for Plan Benefits until paid.
The following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500:
December 31
1994 1993
-----------------
Net assets available
for plan benefits per
the financial statements $3,250 $3,571
Amounts allocated to
withdrawn participants (182) (210)
------ ------
Net assets available
for plan benefits,
per the Form 5500 $3,068 $3,361
====== ======
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PAGE 12
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS-- Continued
(Thousands of Dollars)
NOTE 6. COMPARISON TO FORM 5500 Continued
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1994
-----------------
Distributions to Participants
per the financial statements $1,069
Add: Amounts allocated to
withdrawn participants at
December 31, 1994 182
Less: Amounts allocated to
withdrawn participants at
December 31, 1993 (210)
-----------------
Distributions to Participants
per the Form 5500 $1,041
=================
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Page 13
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
SUPPLEMENTAL SCHEDULES
- 13 -
PAGE 14
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
(Thousands of Dollars)
Line 27(a)--Form 5500 SCHEDULE I
Number of
Shares
or Face Market
Amount Cost Value
--------- ---- ------
CSX Corporation common stock 29,517 $1,721 $2,055
Commonwealth Insurance Group
Annuity Deposit Fund $ 827 827 827
Liberty National Bank Treasury
Bill Index Account $ 25 25 25
Fidelity Equity Income Fund 8,469 262 260
------ ------
$2,835 $3,167
====== ======
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PAGE 15
AMERICAN COMMERCIAL LINES, INC. SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
(Thousands of Dollars)
Line 27(d)--Form 5500 SCHEDULE II
Purchases Sales
------------- ------------------------------------
Value of Cost Net
Assets Sold on of Gain
Desciption of Asset Number Cost Number Transaction Date Asset (Loss)
- ------------------- ------ ---- ------ ---------------- ----- ------
Category (iii) - series of transactions in excess of 5% of plan assets
- ----------------------------------------------------------------------
Liberty National Bank
Treasury Bill Index
Account 135 $1,855 62 $2,047 $2,047 $ -
Fidelity Equity
Income Fund 18 145 6 62 58 4
CSX Corporation
Common Stock 20 685 7 511 392 119
Commonwealth Insurance
Group Annuity Deposit
Fund 15 212 6 158 158 -
There were no category (i),(ii), or (iv) reportable transactions during the
year ended December 31, 1994.
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PAGE 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMERICAN COMMERCIAL VESSEL AND TERMINAL EMPLOYEES'
SAVINGS PLAN
By: /s/ GREGORY R. WEBER
-------------------------------------------
Gregory R. Weber
(Attorney-in-Fact)
Date: June 16, 1995
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PAGE 1
EXHIBIT INDEX
DESCRIPTION VALUE
----------- -----
Consent of Independent Auditors EX-23
Power of Attorney EX-24
- 1 -
PAGE 1
EX-23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 Nos. 33-25537 and 33-49767) pertaining to the American
Commercial Vessel and Terminal Employees' Savings Plan of our report dated
June 13, 1995, with respect to the financial statements and schedules of the
American Commercial Vessel and Terminal Employees' Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1994.
/s/ ERNST & YOUNG LLP
---------------------
Richmond, Virginia Ernst & Young LLP
June 13, 1995
- 1 -
PAGE 1
EX-24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned members
of the committee of the American Commercial Vessel and Terminal Employees'
Savings Plan, which is to file with the Securities and Exchange Commission,
Washington, D.C., a Form 11-K (Annual Report) under the Securities Exchange
Act of 1934, hereby constitutes and appoints Gregory R. Weber his true and
lawful attorney-in -fact and agent, for him and in his name, place and stead
to sign said Form 11-K, and any and all amendments thereto, with power where
appropriate to file said Form 11-K, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorney-in-fact and agent full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or either of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
this 12th day of June, 1995.
/s/ E.W. HERDE
- --------------
E.W. Herde
/s/ L.J. WEAS
- -------------
L.J. Weas
/s/ J.J. WOLFF
- --------------
J.J. Wolff
- 1 -
