<PAGE> 1
As filed with the Securities and Exchange Commission on July 24, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
DIEBOLD, INCORPORATED
(Exact name of registrant as specified in charter)
OHIO 34-0183970
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077
(Address, including ZIP Code, of registrant's principal executive offices)
DIEBOLD, INCORPORATED 1997 MILESTONE STOCK OPTION PLAN
(Full title of the plan)
Warren W. Dettinger
Vice President and General Counsel
Diebold, Incorporated
5995 Mayfair Road, P.O. Box 3077
North Canton, Ohio 44720-8077
(330) 489-4000
(Name, address, including ZIP Code, and telephone number, including area
code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee(2)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of
the par value of 560,000 $43.8125 $24,535,000 $7,434.85
$1.25 per share
<FN>
(1) The total number of shares of common stock reserved and available for
distribution. Pursuant to Rule 416, this Form S-8 Registration
Statement shall be deemed to cover any additional securities issued to
prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) The registration fee has been calculated in accordance with Rule 457(h)
based on the average of the high and low prices of such securities
reported on the New York Stock Exchange on July 22, 1997, which average
was 43.8125.
</TABLE>
<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Diebold, Incorporated (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the Year ended
December 31, 1996;
(2) Quarterly Report of the Company on Form 10-Q dated April 30,
1997 for the Period ended March 31, 1997;
(3) The description of the Company's Common Shares contained in
the Company's Registration Statement filed pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), including any amendments and reports filed for the
purpose of updating that description; and
(4) The description of the Preferred Stock Purchase Rights
contained in the Registration Statement on Form S-8 filed with
the Commission on February 13, 1989.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (Securities to be offered are registered under Section
12 of the Exchange Act).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The general effect of the Company's Code of Regulations is to provide
for the indemnification of its directors, officers and employees to the full
extent permitted by the General Corporation Law of the State of Ohio.
Section 1701.13 of the Ohio Revised Code generally permits
indemnification of any director, officer or employee with respect to any
proceeding against any such person provided that: (a) such person acted in good
faith, (b) such person reasonably believed that the conduct was in or not
opposed to the best interests of the corporation, and (c) in the case of
criminal proceedings, such person had no reasonable cause to believe that the
conduct was unlawful. Indemnification may be made against expenses (including
attorneys' fees), judgments, fines and settlements actually and reasonably
incurred by such person in connection with the proceeding; provided, however,
that if the proceeding is one by or in the right of the corporation,
indemnification may be made only against reasonable expenses (including
attorneys' fees) and may not be made with respect to any proceeding in which the
director, officer or employee has been adjudged to be liable to the corporation,
except to the extent that the court in which the proceeding was brought shall
determine, upon application, that such person is, in view of all the
circumstances, entitled to indemnity for such expenses as the court shall deem
proper. The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent does not, of
itself, create a presumption that the director, officer or employee did not meet
the standard of conduct required for indemnification to be permitted.
II - 2
<PAGE> 3
Section 1701.13 of the General Corporation Law of the State of Ohio
further provides that indemnification thereunder may not be made by the
corporation unless authorized after a determination has been made that such
indemnification is proper, with that determination to be made (a) by the Board
of Directors by a majority vote of a quorum consisting of directors not parties
to the proceedings; (b) if such a quorum is not obtainable, or, even if
obtainable, but a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; (c) by the shareholders; or (d) by the court
in which the proceeding was brought.
Finally, Section 1701.13 of the General Corporation Law of the State of
Ohio provides that indemnification provided by that Section is not exclusive of
any other rights to which those seeking indemnification may be entitled under
the Articles of Incorporation or Code of Regulations or any agreement, vote of
shareholders or disinterested directors or otherwise.
The Company maintains insurance on behalf of any person who is or was a
director or officer against any loss arising from any claim asserted against him
in any such capacity, subject to certain exclusions. The Company also maintains
fiduciary liability insurance on behalf of any person involved in the management
or administration of any employee benefit plan maintained by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Diebold, Incorporated 1997 Milestone Stock Option Plan.
4(b) Amended and Restated Articles of Incorporation of the Company
(filed as Exhibit 3.1(i) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference).
4(c) Certificate of Amendment by Shareholders to Amended Articles
of Incorporation of the Company (filed as Exhibit 3.2 to the
Company's Form 10-Q for the quarter ended March 31, 1996, and
incorporated herein by reference).
4(d) Code of Regulations of the Company (filed as Exhibit 4(c) to
the Company's Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-32960 and incorporated herein by
reference).
4(e) Rights Agreement dated as of February 10, 1989 between
Diebold, Incorporated and Bank of New York (filed as Exhibit
2.1 to the Company's Registration Statement on Form 8-A dated
February 10, 1989, and incorporated herein by reference).
5 Opinion of Warren W. Dettinger, Vice President and General
Counsel of the Company, as to the validity of securities
registered hereunder.
23 Consent of KPMG Peat Marwick LLP. (Consent of counsel is
included in Exhibit 5.)
24 Powers of Attorney on behalf of the directors and certain
officers of the Company.
II - 3
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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;
(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 of any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 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 this 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 in the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
II - 4
<PAGE> 5
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 THIS REGISTRATION STATEMENT 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 NORTH CANTON, STATE OF
OHIO, ON THIS 24TH DAY OF JULY 1997.
DIEBOLD, INCORPORATED
By: /s/ Gerald F. Morris
----------------------------------
Name: Gerald F. Morris
Title: Executive Vice President and Chief
Financial Officer
II - 5
<PAGE> 6
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* /s/ Robert W. Mahoney Chairman of the Board and July 24, 1997
--------------------------- Chief Executive Officer
Robert W. Mahoney (Principal Executive Officer)
/s/ Gerald F. Morris Executive Vice President and July 24, 1997
--------------------------- Chief Financial Officer
Gerald F. Morris (Principal Accounting and Financial
Officer)
* /s/ Louis V. Bockius III Director July 24, 1997
---------------------------
Louis V. Bockius III
* /s/ Daniel T. Carroll Director July 24, 1997
---------------------------
Daniel T. Carroll
* /s/ Richard L. Crandall Director July 24, 1997
---------------------------
Richard L. Crandall
* /s/ Donald R. Gant Director July 24, 1997
---------------------------
Donald R. Gant
* /s/ L. Lindsey Halstead Director July 24, 1997
---------------------------
L. Lindsey Halstead
* /s/ Phillip B. Lassiter Director July 24, 1997
---------------------------
Phillip B. Lassiter
* /s/ John N. Lauer Director July 24, 1997
---------------------------
John N. Lauer
* /s/ William F. Massy Director July 24, 1997
---------------------------
William F. Massy
* /s/ Gregg A. Searle Director July 24, 1997
----------------------------
Gregg A. Searle
* /s/ W. R. Timken, Jr. Director July 24, 1997
----------------------------
W. R. Timken, Jr.
</TABLE>
II - 6
<PAGE> 7
*This registration statement has been signed on behalf of the above
directors and certain officers by Gerald F. Morris, Executive Vice President and
Chief Financial Officer of the Company, as attorney-in-fact pursuant to a power
of attorney filed as Exhibit 24 to this registration statement.
DATED: July 24, 1997 By: /s/ Gerald F. Morris
---------------------
Gerald F. Morris, Attorney-in-Fact
II - 7
<PAGE> 8
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
4(a) Diebold, Incorporated 1997 Milestone Stock Option Plan.
4(b) Amended and Restated Articles of Incorporation of the Company
(filed as Exhibit 3.1(i) to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, and incorporated
herein by reference).
4(c) Certificate of Amendment by Shareholders to Amended Articles of
Incorporation of the Company (filed as Exhibit 3.2 to the
Company's Form 10-Q for the quarter ended March 31, 1996, and
incorporated herein by reference).
4(d) Code of Regulations of the Company (filed as Exhibit 4(c) to the
Company's Post- Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-32960 and incorporated herein by
reference).
4(e) Rights Agreement dated as of February 10, 1989 between Diebold,
Incorporated and Bank of New York (filed as Exhibit 2.1 to the
Company's Registration Statement on Form 8-A dated February 10,
1989, and incorporated herein by reference).
5 Opinion of Warren W. Dettinger, Vice President and General
Counsel of the Company, as to the validity of securities
registered hereunder.
23 Consent of KPMG Peat Marwick LLP. (Consent of counsel is
included in Exhibit 5.)
24 Powers of Attorney on behalf of the directors and certain
officers of the Company.
II - 8
<PAGE> 1
Exhibit 4(a)
DIEBOLD, INCORPORATED
1997 MILESTONE STOCK OPTION PLAN
--------------------------------
1. PURPOSE. The purpose of the 1997 Milestone Stock Option Plan (the
"Plan") is to reward the employees of Diebold, Incorporated, InterBold and their
subsidiaries (collectively, the "Company") for their part in helping the Company
reach $1 billion in revenues in 1996, and to foster the interest of the
Company's employees in the growth and development of the Company by encouraging
stock ownership.
2. ELIGIBILITY.
(A) ELIGIBLE. Each salaried or hourly-paid employee of the
Company is eligible to be granted Common Shares under this Plan if:
(1) based in the United States or its territories
(other than certain designated expatriates);
(2) employed full-time or regularly scheduled to work
20 or more hours weekly;
(3) on the active payroll or approved leave of
absence on both December 31, 1996 and March 3,
1997; and
(4) not subject to an agreement with a specific
separation date.
(B) INELIGIBLE. Any individual who does not meet all the
requirements discussed immediately above, or who provides services to the
Company, directly or indirectly, on a leased, temporary, consulting, or other
contracted basis or as part of an educational cooperative program, is ineligible
to be granted Common Shares under this Plan.
3. SHARES AVAILABLE UNDER THE PLAN. Common Shares, par value $1.25
per share, of Diebold, Incorporated are subject to options granted under this
Plan. Common Shares sold under this Plan may be treasury shares or shares of
original issue or a combination of the two. Subject to adjustment under
Paragraph 10 of this Plan, except as may be otherwise determined by the Board of
Directors of Diebold, Incorporated, no more than 600,000 Common Shares may be
sold upon the exercise of options under this Plan.
4. GRANT OF OPTION RIGHTS. Effective March 3, 1997, the Company has
granted to each eligible employee options to purchase 100 Common Shares, at a
per share exercise price of $41.94 which is equal to the February 28, 1997 fair
market value per share, determined by averaging the high and low sales prices on
the New York Stock Exchange, as reported by the Wall Street Journal (Midwest
Edition). No option granted under the Plan will be treated as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code.
5. EXERCISABILITY.
(A) VESTING. The options will become exercisable only if
the option holder has been continuously employed by the Company from the
effective date of the grant through the earliest of the following:
(1) the retirement of the option holder under a
retirement plan of the Company or to which the
Company has contributed (including any
supplemental retirement plan) at or after the
earliest voluntary retirement age defined in the
applicable retirement plan or an earlier age
with the consent of the Chief Executive Officer
of Diebold, Incorporated;
<PAGE> 2
(2) the death or permanent total disability, as
determined by the Company, of the option holder
while employed by the Company; or
(3) March 3, 1999.
(B) TERMINATION. The options terminate upon the earliest of
the following dates:
(1) 1 year after the death or permanent total
disability, as determined by the Company, of the
option holder while employed by the Company or
within the 90-day period discussed immediately
below;
(2) 90 days after the option holder ceases to be
employed by the Company for any reason
(including layoff) other than:
(a) the retirement of the option holder
under a retirement plan of the Company
or to which the Company has contributed
(including any supplemental retirement
plan) at or after the earliest voluntary
retirement age defined in the applicable
retirement plan or an earlier age with
the consent of the Chief Executive
Officer of Diebold, Incorporated;
(b) the death or permanent total disability,
as determined by the Company, of the
option holder while employed by the
Company; or
(c) the termination of the option holder for
cause, as discussed below;
(3) the date of termination for cause, which means a
termination due to the option holder's willful
and continuous gross neglect of his or her
duties for which the option holder is employed
by the Company, or due to an act of dishonesty
on the part of the option holder constituting a
felony resulting or intended to result, directly
or indirectly, in his or her gain for personal
enrichment at the expense of the Company; or
(4) March 2, 2002.
C. METHOD OF EXERCISE.
(1) NOTICE. An option holder may exercise an option
by delivering to the Company a duly completed
notice of exercise, using the form supplied by
the Company.
(2) PAYMENT OF OPTION PRICE. Unless otherwise
consented to by the Company, the option price
must be paid to the Company by check acceptable
to the Company.
(3) PARTIAL EXERCISE. The options are exercisable in
whole or in part, but if in part they must be
exercised in multiples of 25 shares.
(4) NO VIOLATION. Under no circumstances will
options be exercisable if exercise would involve
a violation of any federal or state securities
law.
6. TRANSFERABILITY. No options may be transferred other than by
will or the laws of descent and distribution.
7. TAX WITHHOLDING. It is a condition to the exercise of options
that the option holder pay or make provision satisfactory to the Company for
withholding or payment of all taxes.
<PAGE> 3
8. EMPLOYMENT. Nothing in this Plan alters the terms of an option
holder's employment or the right of the Company to terminate an option holder.
For purposes of this Plan only, the continuous employment of the option holder
will not be considered interrupted by reason of transfer within the Company,
temporary layoff not less than 90 days, or by reason of any leave of absence
approved by the Chief Executive Officer of Diebold, Incorporated for illness,
military or governmental service, or other approved cause.
9. ADMINISTRATION OF THE PLAN. The Plan will be administered only
by the Board of Directors of Diebold, Incorporated, or its Compensation and
Organization Committee. The Plan will be evidenced by a signed Agreement between
each option holder and Diebold, Incorporated or InterBold.
10. ADJUSTMENT TO OPTIONS OR OPTION PRICE. The Board of Directors of
Diebold, Incorporated, or its Compensation and Organization Committee, will,
with sole discretion, exercised in good faith, adjust the option price and the
number and kind of shares covered by this Plan, or replace outstanding options
with alternative consideration, if the adjustment or replacement is equitably
required to prevent dilution or enlargement of an option holder's rights as a
result of any of the following transactions, or to facilitate any of the
following transactions:
(A) any stock dividend, stock split, combination of shares,
issuance of rights or warrants to purchase stock,
recapitalization or other change in the capital
structure of the Company;
(B) any merger, consolidation, separation, reorganization or
partial or complete liquidation; or
(C) any other corporate transaction or event having an
effect similar to any of the foregoing.
11. CHANGE IN CONTROL. The Board of Directors of Diebold,
Incorporated, or its Compensation and Organization Committee, may, with sole
discretion, exercised in good faith, provide that options granted under this
Plan become immediately exercisable in the event of a change in control of the
Company or other similar transaction or event.
<PAGE> 1
[DIEBOLD LETTERHEAD] Exhibit 5
July 24, 1997
Diebold, Incorporated
P.O. Box 3077
North Canton, Ohio 44720
RE: 1997 MILESTONE STOCK OPTION PLAN
Gentlemen:
I have acted as counsel for Diebold, Incorporated, an Ohio corporation (the
"Company"), in connection with the 1997 Milestone Stock Option Plan of the
Company (the "Plan"). I have examined such documents, records and matters of law
as I have deemed necessary for purposes of this opinion, and based thereupon I
am of the opinion that the Common Shares of the par value of $1.25 per share
that may be issued or transferred and sold pursuant to the Plan (and the
authorized forms of Agreements thereunder) will be, when issued or transferred
and sold in accordance with the Plan and such Agreements, duly authorized,
validly issued, fully paid and nonassessable so long as the consideration
received by the Company is at least equal to the par value of such shares.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-8 filed by the Company to effect registration of the shares
to be issued and sold pursuant to the Plan under the Securities Act of 1933.
Sincerely yours,
/s/Warren W. Dettinger
Warren W. Dettinger
Vice President and General Counsel
Diebold, Incorporated
5995 Mayfair Road
P.O. Box 3077
North Canton, OH 44720-8077
Phone: (330) 490-4000
<PAGE> 1
Exhibit 23
Consent of KPMG Peat Marwick LLP
--------------------------------
The Board of Directors
Diebold, Incorporated:
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to the 1997 Milestone Stock Option Plan of Diebold, Incorporated
and in the related Prospectus of our report dated January 16, 1997, except for
the first paragraph of Note 8, which is as of January 30, 1997, with respect to
the consolidated financial statements and schedule of Diebold, Incorporated
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
KPMG Peat Marwick LLP
/s/KPMG Peat Marwick LLP
Cleveland, Ohio
July 24, 1997
<PAGE> 1
Exhibit 24
DIRECTORS AND CERTAIN OFFICERS OF
DIEBOLD, INCORPORATED
1997 MILESTONE STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and
certain officers of Diebold, Incorporated, a corporation organized and existing
under the laws of the State of Ohio, do for themselves and not for another,
constitute and appoint Warren W. Dettinger, Charee Francis-Vogelsang or Gerald
F. Morris, or any one of them, a true and lawful attorney in fact in their
names, place and stead, to sign their names to any proposed Form S-8
Registration Statement and any amendments to such statement, where use of a
power of attorney is permitted, and to cause the same to be filed with the
Securities and Exchange Commission; it being intended to give and grant unto
said attorneys in fact and each of them full power and authority to do and
perform any act and thing necessary and proper to be done in the premises as
fully and to all intents and purposes as the undersigned by themselves could do
if personally present. The undersigned directors ratify and confirm all that
said attorneys in fact or either of them shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date set opposite their signature.
<TABLE>
<CAPTION>
<S> <C> <C>
Signed in the presence of: Signature Date
--------- ----
/s/Charee Francis-Vogelsang /s/ Louis V. Bockius III July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Louis V. Bockius III, Director
(Director)
/s/Charee Francis-Vogelsang /s/ Daniel T. Carroll July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Daniel T. Carroll, Director
(Director)
/s/Charee Francis-Vogelsang /s/ Richard L. Crandall July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Richard L. Crandall, Director
(Director)
/s/Charee Francis-Vogelsang /s/ Donald R. Gant July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Donald R. Gant, Director
(Director)
/s/Charee Francis-Vogelsang /s/ L. Lindsey Halstead July 24, 1997
- ----------------------------------- --------------------------------------- -------------
L. Lindsey Halstead, Director
(Director)
/s/Charee Francis-Vogelsang /s/ Phillip B. Lassiter July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Phillip B. Lassiter, Director
(Director)
/s/Charee Francis-Vogelsang /s/ John N. Lauer July 24, 1997
- ----------------------------------- --------------------------------------- -------------
John N. Lauer, Director
(Director)
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C> <C>
Signed in the presence of: Signature Date
--------- ----
/s/Charee Francis-Vogelsang /s/ Robert W. Mahoney July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Robert W. Mahoney, Director
(Director)
/s/Charee Francis-Vogelsang /s/ William F. Massy July 24, 1997
- ----------------------------------- --------------------------------------- -------------
William F. Massy, Director
(Director)
/s/Charee Francis-Vogelsang /s/ Gregg A. Searle July 24, 1997
- ----------------------------------- --------------------------------------- -------------
Gregg A. Searle, Director
(Director)
/s/Charee Francis-Vogelsang /s/ W. R. Timken, Jr. July 24, 1997
- ----------------------------------- --------------------------------------- -------------
W. R. Timken, Jr., Director
(Director)
</TABLE>
