<PAGE>
- -------------------------------------------------------------------------------
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
DRESSER INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-0813641
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 Ross Avenue
Dallas, Texas 75201
(Address principal executive offices including zip code)
----------------------
ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries, Inc.
ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc.
(Full title of the plan)
----------------------
Rebecca R. Morris
Vice President-Corporate Counsel and Secretary
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
(Name and address of agent for service)
(214) 740-6000
(Telephone number, including area code, of agent for service)
----------------------
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(3) offering price per unit aggregate offering price registration fee
(3) (3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations(1) $500,000 100% $500,000 $151.52
- -----------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations(2) $2,500,000 100% $2,500,000 $757.58
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Dresser
Industries, Inc. to pay deferred compensation in the future in accordance
with the terms of the ERISA Excess Benefit Plan for Salaried Employees of
Dresser Industries, Inc.
(2) The Deferred Compensation Obligations are unsecured obligations of Dresser
Industries, Inc. to pay deferred compensation in the future in accordance
with the terms of the ERISA Compensation Limit Benefit Plan for Dresser
Industries, Inc.
<PAGE>
(3) The maximum aggregate offering price is based upon an estimate, solely for
the purpose of computing the registration fee.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended. Such document(s) and
the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company
(File No. 1-4003) with the Commission, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
January 31, 1997, April 30, 1997 and July 31, 1997;
3. The description of the Common Stock contained in Exhibit 1 to the
Registration Statement on Form 8-A filed by the Company with the
Commission August 30, 1990, as amended by Amendment No. 1 on Form 8
filed with the Commission on October 3, 1990; and
4. The description of the Dresser Stock Purchase Rights contained in
Exhibit 1 to the Registration Statement on Form 8-A filed by the
Company with the Commission August 30, 1990, as amended by Amendment
No. 1 on Form 8 filed with the Commission on October 3, 1990.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
<PAGE>
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities
The ERISA Excess Benefit Plan for Salaried Employees of Dresser Industries,
Inc. and the ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc.
(the "Plans") are nonqualified deferred compensation plans for employees of
Dresser Industries, Inc. (the "Company") and its subsidiaries who are eligible
for awards under the Dresser Industries, Inc. Retirement Savings Plan-A and the
Dresser Industries, Inc. Retirement Savings Plan-B ("RSP A & B"), the Dresser
Industries, Inc. Consolidated Salaried Retirement Plan, as frozen May 31, 1995
(the "Pension Plan")or any defined benefit pension plan for nonunion salaried
employees other than the Pension Plan (the "Related Plan"). Under the Plans,
the Company will provide participants with the opportunity to defer base salary
in accordance with the terms of the Plans.
Amounts deferred pursuant to the Plans will be credited by book entry to
the participant's deferred compensation account. All such amounts shall be held
in the general funds of the Company and each participant will have the status of
a general unsecured creditor of the Company with respect to his or her deferred
compensation account. The value of a participant's deferred compensation
account will be based on the performance of the investment options selected by
the participant under the Plans for purposes of accounting (as if the deferred
compensation had been so invested) and not for actual investment. Unless
otherwise delegated the Executive Compensation Committee of the Board of
Directors of the Company has the sole discretion to determine the investment
options available under the Plans as the measurement mechanism. A participant
may redesignate amounts credited to his or her deferred compensation account
among the investment options available under the Plans on a daily basis.
The obligations of the Company under the Plans (the "Obligations") will
be unsecured general obligations of the Company to pay in the future the
value of the deferred compensation account adjusted to reflect the
performance, whether positive or negative, of the selected measurement
investment options during the deferral period, in accordance with the terms
of the Plans. The Obligations will rank equally with the other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
Benefits due shall be distributed at such time or times following a
participant's termination of employment or death as the Employee Benefits
Committee of Dresser Industries, Inc. in its discretion determines. However,
benefits tied to the Pension Plan or a related Plan shall be paid no earlier
than the earliest date Pension Plan or Related Plan benefits may be paid to
the participant, or, in the case of death, to the participant's spouse, or,
if none, to the participant's estate.
A participant's interest in his or her deferred compensation account, and
thus his or her right to the Obligations, generally cannot be assigned,
transferred, garnished, pledged or encumbered. The Obligations are not subject
to redemption, in whole or in part, prior to the individual payment dates
specified by each participant, at the option of the Company or through the
operation of a mandatory or optional sinking fund or analogous provision. A
participant may receive a hardship withdrawal prior to the scheduled
distribution date only under exceptional circumstances upon the showing of an
unforeseeable emergency by the participant.
The company reserves the right to amend, modify or terminate the Plans, or
suspend any of its provisions, at any time and from time to time, except that no
such amendment, modification or termination shall adversely affect the right of
each participant to the amounts credited to or accrued in his or her deferred
compensation account at the time of such amendment, modification or termination.
The foregoing notwithstanding, all rights of a participant under the Plans to
receive a distribution of all or any part of his or her deferred compensation
account shall cease on and as of the date on which it has been determined by the
administrators of the Plans that such participant at any time (whether before or
subsequent to termination of such participant's employment) acted in a manner
inimical to the best interests of the Company.
The Obligations are not convertible into securities of the Company. The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has
been appointed having the authority to take action with respect to the
Obligations and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers, or amendments pertaining to the Obligations,
enforcing covenants and taking action upon a default.
Item 5. Interests of Named Experts and Counsel
The validity of the Securities offered hereby will be passed upon by
Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of the
Company (who owns 10,740 shares of Common Stock and holds options to purchase
an additional 21,650 shares of Common Stock coupled with 4,278 restrictive
incentive stock awards.).
Item 6. Indemnification of Directors and Officers
<PAGE>
Pursuant to Section 145 of the Delaware General Corporation Law (the
"DGCL"), a corporation may indemnify any person who is or was a party or is
threatened to be made a party to any action, suit, or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. In an action by or in the right of
the Company, a corporation may indemnify any such person against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim or issue as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses, which
the court shall deem proper. Indemnification, unless ordered by the court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the circumstances
because he has met the applicable standard of conduct. Such determination is
made: (i) by the board of directors by a majority vote of a quorum consisting of
disinterested directors; (ii) by independent legal counsel in a written opinion;
(iii) by the stockholders. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense
of any such matter, Section 145 requires that the corporation indemnify him
against expenses actually and reasonably incurred by him in his defense.
Further, expenses may be paid by the corporation in advance of final disposition
of the matter upon receipt of an undertaking by or on behalf of such director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified. Such indemnification and
advancement of expenses is not deemed exclusive of any other right to which a
director or officer might be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. Section 145 also empowers
a corporation to purchase and maintain insurance on behalf of any person who
might be indemnified thereunder whether or not the corporation would have the
power to indemnify him against such liability under such Section.
The Company's Restated Certificate of Incorporation, as amended, provides
for indemnification of certain persons including directors and officers to the
fullest extent permitted under Section 145 of the DGCL.
Insurance is maintained by the Company covering certain expenses, liability
or losses which may be incurred by reason of his being a director or officer of
the Company or a subsidiary corporation, partnership, joint venture, trust or
other enterprise.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Restated Certificate of Incorporation of Registrant and
amendments thereto. (Incorporated by reference to Exhibit 3(i)
to Registrant's Form 10-Q/A for the Quarter ended April 30, 1996).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996).
4.3 Rights Agreement dated August 16, 1990, between Registrant and
Harris Trust Company of New York as Rights Agent. (Incorporated
by reference to Exhibit 1 to Registration Statement on Form 8-A
filed on August 30, 1990 as amended by Amendment No. 1 on Form 8
filed on October 3, 1990).
4.4 Form of ERISA Excess Benefit Plan for Salaried Employees of
Dresser Industries, Inc. (Incorporated by Reference to Exhibit
10.7 to Registrant's Form 10-K for the year ended October 31,
1995).
4.5 Form of ERISA Compensation Limit Benefit Plan for Dresser
Industries, Inc. (Incorporated by reference to Exhibit 10.8 to
Registrant's Form 10-K for the year ended October 31, 1995).
* 5.1 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
* 5.2 Form of opinion of W. Chad Reed with respect to Compliance
Requirements of the Employment Retirement Income Security Act of
1974.
23.1 Consent of Rebecca R. Morris is contained in her opinion attached
as Exhibit 5.1.
<PAGE>
* 23.2 Consent of Price Waterhouse LLP.
23.3 Consent of W. Chad Reed is contained in his opinion attached as
Exhibit 5.2.
* 24 Power of Attorney.
- --------------------
* Filed Herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be 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.
(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
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities 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 whether such indemnification by
it is against public policy as expressed by the Securities Act and
will be governed by the final adjudication of such issue.
<PAGE>
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 Dallas, State of Texas, on the 10th day of November,
1997.
DRESSER INDUSTRIES, INC.
By: /s/ KENNETH J. KOTARA
------------------------------------
Kenneth J. Kotara,
Controller
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on November 10, 1997.
SIGNATURE TITLE
--------- -----
*WILLIAM E. BRADFORD Chairman of the Board, Chief Executive
- ----------------------------------- Officer and Director (Principal Executive
(William E. Bradford, Director) Officer)
/s/GEORGE H. JUETTEN Senior Vice President and Chief Financial
- ----------------------------------- Officer (Principal Financial Officer)
(George H. Juetten)
/s/KENNETH J. KOTARA Controller
- ----------------------------------- (Principal Accounting Officer)
(Kenneth J. Kotara)
*SAMUEL B. CASEY, JR. *J. LANDIS MARTIN
- ----------------------------------- -----------------------------------
(Samuel B. Casey, Jr., Director) (J. Landis Martin, Director)
*LAWRENCE S. EAGLEBURGER *LIONEL H. OLMER
- ----------------------------------- -----------------------------------
(Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director)
*SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT
- ----------------------------------- -----------------------------------
(Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director)
*RAWLES FULGHAM *DONALD C. VAUGHN
- ----------------------------------- -----------------------------------
(Rawles Fulgham, Director) (Donald C. Vaughn, Director)
*JOHN A. GAVIN *RICHARD W. VIESER
- ----------------------------------- -----------------------------------
(John A. Gavin, Director) (Richard W. Vieser, Director)
*RAY L. HUNT
- -----------------------------------
(Ray L. Hunt, Director)
*By: /s/Alice (Ande) Hinds
-------------------------------
Alice (Ande) Hinds
(Attorney-In-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Restated Certificate of Incorporation of Registrant and
amendments thereto. (Incorporated by reference to Exhibit 3(i)
to Registrant's Form 10-Q/A for the Quarter ended April 30, 1996).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996).
4.3 Rights Agreement dated August 16, 1990, between Registrant and
Harris Trust Company of New York as Rights Agent. (Incorporated
by reference to Exhibit 1 to Registration Statement on Form 8-A
filed on August 30, 1990 as amended by Amendment No. 1 on Form 8
filed on October 3, 1990).
4.4 Form of ERISA Excess Benefit Plan for Salaried Employees of
Dresser Industries, Inc. (Incorporated by Reference to Exhibit
10.7 to Registrant's Form 10-K for the year ended October 31,
1995).
4.5 Form of ERISA Compensation Limit Benefit Plan for Dresser
Industries, Inc. (Incorporated by reference to Exhibit 10.8 to
Registrant's Form 10-K for the year ended October 31, 1995).
* 5.1 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
* 5.2 Form of opinion of W. Chad Reed with respect to Compliance
Requirements of the Employment Retirement Income Security Act of
1974.
23.1 Consent of Rebecca R. Morris is contained in her opinion attached
as Exhibit 5.1.
*23.2 Consent of Price Waterhouse LLP.
23.3 Consent of W. Chad Reed is contained in his opinion attached as
Exhibit 5.2.
*24 Power of Attorney.
- --------------------
* Filed Herewith
<PAGE>
-Company Letterhead-
November 10, 1997
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Ladies and Gentlemen:
This opinion of counsel is given in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed by Dresser
Industries, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of obligations of the Company
under the Company's ERISA Excess Benefit Plan for Salaried Employees and the
ERISA Compensation Limit Benefit Plan (collectively, the "Non-Qualified
Plans") to pay in the future the value of the deferred compensation accounts,
as defined in the Non-Qualified Plans, adjusted to reflect the performance,
whether positive or negative, of the selected measurement investment options
during the deferral period, in accordance with the terms of the Non-Qualified
Plans (the "Obligations").
As a Vice President-Corporate Counsel and Secretary of the Company, I am
familiar with the affairs of the Company, including the action taken by the
Company in connection with the Non-Qualifed Plans and the Obligations
expected to be issued thereunder.
Based upon the foregoing, it is my opinion that the Obligations of the
Company, when issued and delivered in accordance with the terms of the
Non-Qualified Plans and applicable Delaware General Corporation Law, will be
duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the above
referenced Registration Statement.
Very truly yours,
/s/ Rebecca R. Morris
-------------------------------------
Rebecca R. Morris
Vice President-Corporate Counsel and Secretary
<PAGE>
November 10, 1997
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Dresser Industries, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
relating to the Company's ERISA Excess Benefit Plan for Salaried Employees and
the ERISA Compensation Limit Benefit Plan (collectively, the "Nonqualified
Plans").
As a Counsel of the Company, I am familiar with the affairs of the Company,
including the action taken by the Company in connection with the Nonqualified
Plans. I have examined, or caused to be examined, the provisions of the
Employment Retirement Income Security Act of 1974, as amended ("ERISA") and
examined such other documents and instruments and have made such further
investigation as I have deemed appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that, in general, the
Nonqualified Plans are exempt from ERISA's requirements. However, to the extent
a limited statement to the United States Department of Labor (the "DOL") is
required to meet the reporting and disclosure requirements under ERISA
regulations, that statement has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
W. Chad Reed
Counsel
<PAGE>
[PRICE WATERHOUSE LOGO]
CONSENT OF INDEPENDENT COUNSEL
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 27, 1996, appearing on
page 29 of Dresser Industries, Inc.'s Annual Report on Form 10-K for the year
ended October 31, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Dallas, Texas
November 10, 1997
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE REGISTRATION STATEMENTS COVERING SECURITIES AND
DERIVATIVE SECURITIES ISSUED BY DRESSER INDUSTRIES, INC. PURSUANT TO
VARIOUS EMPLOYEE AND NON-EMPLOYEE DIRECTOR
BENEFIT PLANS
Each of the undersigned, a director and/or officer of DRESSER INDUSTRIES,
INC. (the "Company"), appoints each Rebecca R. Morris and Alice (Ande)
Hinds, his or her true and lawful attorney-in-fact and agent to do any and
all acts and things and execute any and all instruments which the
attorney-in-fact and agent may deem necessary or advisable in order to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with a Registration Statement
or Registration Statements and any and all amendments thereto relating to the
issuance and sale of the above-captioned Securities and derivative Securities
as authorized at a meeting of the Board of Directors of the Company held on
September 18, 1997, including but not limited to, power and authority to sign
his or her name (whether on behalf of the Company, or otherwise) to such
Registration Statement or Registration Statements and any amendments thereto,
or any of the exhibits, financial statements and schedules, filed therewith,
and to file them with the Commission. Each of the undersigned further
authorizes the attorneys-in-fact and agents to prepare for distribution one
or more Prospectuses in conformity with the provisions of the Act and in
connection with the Registration Statement or Registration Statements hereby
authorized to file with the Commission. Each of the undersigned ratifies and
confirms all that any of the attorneys-in-fact and agents shall do or cause
to be done by virtue hereof. Any one of the attorneys-in-fact and agents
individually shall have, and may exercise, all the powers conferred by this
instrument.
Each of the undersigned has signed his or her name as of the 18th day of
September, 1997.
/s/ WILLIAM E. BRADFORD /s/ RAY L. HUNT
------------------------------------------------- ------------------------
(William E. Bradford, Director, Chairman of (Ray L. Hunt, Director)
the Board and Chief Executive Officer)
/s/ SAMUEL B. CASEY, JR. /s/ J. LANDIS MARTIN
------------------------------------------------- ------------------------
(Samuel B. Casey, Jr., Director) (J. Landis Martin,
Director)
/s/ LAWRENCE S. EAGLEBURGER /s/ LIONEL H. OLMER
------------------------------------------------- ------------------------
(Lawrence S. Eagleburger, Director) (Lionel H. Olmer,
Director)
/s/ SYLVIA A. EARLE, PH.D. /s/ JAY A. PRECOURT
------------------------------------------------- ------------------------
(Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt,
Director)
/s/ RAWLES FULGHAM /s/ DONALD C. VAUGHN
------------------------------------------------- ------------------------
(Rawles Fulgham, Director) (Donald C. Vaughn,
Director, President and
Chief Operating Officer)
/s/ JOHN A. GAVIN /s/ RICHARD W. VIESER
------------------------------------------------- ------------------------
(John A. Gavin, Director) (Richard W. Vieser,
Director)
