As filed with the Securities and Exchange Commission on May 6, 1999
Registration No. 333-_______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
EDO CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-0707740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, Suite 5010
New York, NY 10165
(Address of Principal Executive Offices
including Zip Code)
EDO CORPORATION COMPENSATION PLAN FOR DIRECTORS;
EDO CORPORATION 1997 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN; AND
EDO CORPORATION 1996 LONG-TERM INCENTIVE PLAN
(Full titles of the Plans)
Marvin D. Genzer
Vice President, General Counsel & Secretary
60 East 42nd Street, Suite 5010
New York, NY 10165
(212) 716-2005
(Name, address and telephone number of agent for service)
==============================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
common stock, 850,000(1) (2) $5,788,500(2) $1,609.20
par value
$1.00 per share
("Common Shares")
- ------------------------------------------------------------------------------
(1) To be offered pursuant to the EDO Corporation Compensation Plan For
Directors (100,000 shares); the EDO Corporation 1997 Non-Employee Director
Stock Option Plan (150,000 shares); and the EDO Corporation 1996 Long-Term
Incentive Plan (600,000 shares) (collectively, the "Plans"). Any Common Shares
previously registered for delivery pursuant to EDO Corporation's 1980, 1985 and
1988 Stock Option Plans and/or EDO Corporation's 1983 and 1988 Long-Term
Incentive Plans which are subsequently forfeited or not issued due to the
expiration, termination or cancellation of awards under such plans will become
available for delivery under the EDO Corporation 1996 Long-Term Incentive Plan.
Such indeterminable number of additional shares as may be distributed by the
operation of the recapitalization provisions of the Plans is hereby also
registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $6.81 share, the average of
the high and low sale prices of the Registrant's Common Shares as reported on
the New York Stock Exchange on May 4, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the following
documents heretofore filed by EDO Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to Sections 13(a) or
15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the Company's common stock, par value $1.00 per
share (the "Common Shares"), contained in a registration statement filed
under the Exchange Act, and any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5.Interests of Named Experts and Counsel
None.
Item 6.Indemnification of Directors and Officers
Article Eighth of the Company's Certificate of Incorporation contains the
following provisions:
EIGHTH: No director of the Corporation shall be liable to the Corporation
or its shareholders for damages for any breach of duty in such capacity,
provided that nothing contained in this Article EIGHTH shall eliminate or
limit:
(a) the liability of any director if a judgment or other final
adjudication adverse to such director establishes that his or her acts
or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that such director personally gained in
fact a financial profit or other advantage to which such director was
not legally entitled or that his or her acts violated section 719 of
the Business Corporation Law of the State of New York; or
(b) the liability of any director for any act or omission prior to the
adoption of the amendment to this Certificate of Incorporation that
included this Article EIGHTH.
Article IX of the By-Laws of the Company contains the following provisions:
Section 9.01. Indemnification--Third Party and Derivative Actions.
(a) The Company shall indemnify any person made, or threatened to be made,
a party to an action or proceeding (other than one by or in the right of
the Company to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of
the Company served in any capacity at the request of the Company, by reason
of the fact that he, his testator or intestate, was a director or officer
of the Company, or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such action or proceeding, or any appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the Company and, in
criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful.
(b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director
or officer did not act, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the Company or that he
had reasonable cause to believe that his conduct was unlawful.
(c) The Company shall indemnify any person made, or threatened to be made,
a party to an action by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of any other
corporation of any type or kind, domestic or foreign, of any partnership,
joint venture, trust, employee benefit plan or other enterprise, against
amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the
defense or settlement of such action, or in connection with an appeal
therein, if such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in, or, in the case of service for any
other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
Company, except that no indemnification under this subparagraph (c) shall
be made in respect of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application that, in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
portion of the settlement amount and expenses as the court deems proper.
(d) For the purpose of this Section 1, the Company shall be deemed to have
requested a person to serve an employee benefit plan where the performance
by such person of his duties to the Company also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect
to an employee benefit plan pursuant to applicable law shall be considered
fines; and action taken or omitted by a person with respect to an employee
benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Company. [Sec.
722]
Section 9.02. Payment of Indemnification; Repayment.
(a) A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character
described in Section 1 of this Article shall be entitled to indemnification
as authorized in such Section.
(b) Except as provided in the foregoing sentence, any indemnification under
Section 1 of this Article, unless ordered by a court under Section 724 of
the New York Business Corporation Law as from time to time amended, shall
be made by the Company, only if authorized in the specific case:
(1) by the Board of Directors acting by a quorum consisting of
directors who are not parties to such action or proceeding upon a
finding that the director or officer has met the standard of conduct
set forth in Section 1 of this Article or otherwise established by the
Company pursuant to the last sentence of Section 4 of this Article; or
(2) if a quorum under the foregoing subparagraph (1) is not obtainable
or, even if obtainable, a quorum of disinterested directors so directs:
(i) by the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in the
circumstances because the applicable standard of conduct set forth
in such Section 1 of this Article or otherwise established by the
Company pursuant to the last sentence of Section 4 of this Article
has been met by such director or officer, or
(ii) by the shareholders upon a finding that the director or
officer has met such applicable standard of conduct.
(c) Expenses incurred in defending a civil or criminal action or proceeding
shall be paid by the Company in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount as, and to the extent, required by
Section 2(d) of this Article.
(d) All expenses incurred in defending a civil or criminal action or
proceeding which are advanced by the Company under this Article or allowed
by a court shall be repaid in case the person receiving such advancement or
allowance is ultimately found, under the procedure set forth in this
Article, not to be entitled to indemnification or, where indemnity is
granted, to the extent the expenses so advanced by the Company or allowed
by the court exceed the indemnification to which he is entitled. [Secs.
723,725(a)]
Section 9.03. Procedure for Indemnification. Any indemnification of a
director or officer of the Company under Section 1, or advance of costs,
charges and expenses under Section 2(c) of this Article, shall be made
promptly, and in any event within 60 days, upon the written request of the
director or officer. The right to indemnification or advances as granted
by this Article shall be enforceable by the director or officer in any
court of competent jurisdiction if the Company denies such request, in
whole or in part, or if no disposition thereof is made within 60 days.
Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Company. It shall be a defense to
any such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under Section 2(c) of this Article
where the required undertaking, if any, has been received by the Company)
that the claimant has not met the standard of conduct set forth in Section
1 of this Article or otherwise established by the Company pursuant to the
last sentence of Section 4 of this Article, but the burden of proving such
defense shall be on the Company. Neither the failure of the Company
(including its Board of Directors, its independent legal counsel, and its
stockholders), to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he has met the applicable standard of conduct set
forth in Section 1 of this Article or otherwise established by the Company
pursuant to the last sentence of Section 4 of this Article, nor the fact
that there has been an actual determination by the Company (including its
Board of Directors, its independent legal counsel, and its stockholders)
that the claimant has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
Section 9.04. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Company and each director and officer (and each director and officer of any
of its subsidiaries) who serves in such capacity at any time while these
provisions as well as the relevant provisions of the New York Business
Corporation Law are in effect and any repeal or modification thereof shall
not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any action, suit, or proceeding
previously or thereafter brought or threatened based in whole or in part
upon any such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director or officer. The
indemnification provided by this Article shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any
by-law, agreement, vote of stockholders or directors or otherwise, both as
to act ion in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrator of such a person. The Company is hereby
authorized to provide further indemnification if it deems it advisable by
resolution of shareholders or directors or by agreement. [Sec. 721]
Section 9.05. Savings Clause. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify each director or officer of the
Company as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Company, to
the full extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the full extent permitted by
applicable law.
In general, Sections 721 through 726 of the New York Business Corporation Law
allow a corporation to indemnify its directors and officers, subject to
limitations substantially similar to those contained in the Company's By-Laws
as summarized above, and to advance expenses incurred by directors and officers
in defending proceedings brought against them in such capacity.
The Company has entered into indemnity agreements with several of its officers
and directors which are intended to extend to such officers and directors
indemnification to the greatest extent permissible under applicable law, the
Company's Certificate of Incorporation, and the Company's By-Laws (See Exhibit
99.4 hereto). The Company also maintains, at its expense, insurance policies
which insure its directors and officers (up to certain amounts per year and
subject to certain exclusions and deductions) against certain liabilities which
may be incurred in those capacities.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8.Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-13.
Item 9.Undertakings
(a) Rule 415 Offering. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any Prospectus required by Section 10(a)(3) of the
Securities Act, unless the information is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement;
(ii) 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, unless the information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement;
(iii) 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, 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 file a post-effective amendment to remove from registration any of
the securities being registered which remain unsold at the termination of
the offering.
(b) Subsequent Exchange Act Documents. The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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) Indemnification. Insofar as indemnification for liabilities arising under
the Securities Act 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 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 in the
Securities Act and will be governed by the final adjudication of such issue.
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 New York, State of New York on the 27 day of
July, 1998.
EDO CORPORATION
By: /s/Kenneth A. Paladino
--------------------------------------
Kenneth A. Paladino
Vice President - Finance and Treasurer
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.
Signatures Title Date
/s/ Frank A. Fariello Chairman of the Board, Chief July 27, 1998
- ----------------------- Executive Officer and Director
Frank A. Fariello (Principal Executive Officer)
/s/ Kenneth A. Paladino Vice President-Finance July 27, 1998
- ----------------------- and Treasurer
Kenneth A. Paladino (Principal Financial Officer)
/s/ Effie Pavlou Controller July 27, 1998
- -----------------------
Effie Pavlou
* Director July 27, 1998
- -----------------------
Robert E. Allen
* Director July 27, 1998
- -----------------------
Robert Alvine
* Director July 27, 1998
- -----------------------
Mellon C. Baird
* Director July 27, 1998
- -----------------------
George M. Ball
* Director July 27, 1998
- -----------------------
Joseph F. Engelberger
* Director July 27, 1998
- -----------------------
Robert M. Hanisee
* Director July 27, 1998
- -----------------------
Michael J. Hegarty
* Director July 27, 1998
- -----------------------
George A. Strutz, Jr.
*By: /s/ Kenneth A. Paladino
-------------------------
Kenneth A. Paladino
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1 Certificate of Incorporation of the Company and amendments
thereto dated June 14, 1984, July 18, 1988 and July 22, 1988
(incorporated by reference to Exhibit 3(i) to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994), as further amended by amendment thereto dated
July 29, 1998 (incorporated by reference to Exhibit 3(i) to the
Company's Annual Report on Form 10-K for the fiuscal year ended
December 31, 1998).
4.2 By-Laws of the Company (incorporated by reference to Exhibit
3(ii) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996).
4.3 Loan Agreement, dated as of September 9, 1998, between Mellon
Bank, NA., et al and EDO Corporation. Incorporated by reference
to Exhibit 4(A) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 26, 1998.
5 Opinion of Debevoise & Plimpton (filed herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5).
24 Powers of Attorney (filed herewith).
99.1 The Company's Compensation Plan For Directors (incorporated by
reference to Exhibit 3(g) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998).
99.2 The Company's 1997 Non-Employee Director Stock Option Plan
(incorporated by reference to Appendix A to the Company's
Definitive Proxy Statement dated March 21, 1997).
99.3 The Company's 1996 Long-Term Incentive Plan (incorporated by
reference to Appendix A to the Company's Definitive Proxy
Statement dated March 22, 1996).
99.4 Form of Directors' and Officers' Indemnification Agreements
between the Company and 14 current Company directors and
officers (incorporated by reference to Exhibit 10(d) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996).
(Letterhead of Debevoise & Plimpton)
May 5, 1999
EDO Corporation
60 East 42nd Street, Suite 5010
New York, NY 10165
Dear Sirs:
We have acted as counsel to EDO Corporation, a New York corporation (the
"Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration of 850,000 shares of common stock, par value $1.00 per share
("Common Shares"), relating to the EDO Corporation Compensation Plan For
Directors, the EDO Corporation 1997 Non-Employee Director Stock Option Plan,
and the EDO Corporation 1996 Long-Term Incentive Plan (collectively, the
"Plans").
We have examined the originals, or copies certified or otherwise identified to
our satisfaction, of the Plans and such other corporate records, documents,
certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below. In rendering
such opinion, we have assumed that (i) the exercise price of options to be
granted pursuant to the Plans will not be less than the par value of Common
Shares subject thereto and (ii) grants of Common Shares subject to restrictions
on transferability pursuant to the Plans will be made only for past services to
the Company having an aggregate value not less than the aggregate par value of
the Common Shares so granted.
Based on the foregoing, we are of the opinion that authorized but not
previously issued Common Shares which may be issued under the Plans have been
duly authorized and when issued in accordance with the terms of the Plans will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Company's
Registration Statement. In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
--------------------------
Debevoise & Plimpton
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
EDO Corporation
We consent to incorporation by reference in this registration statement on Form
S-8 of EDO Corporation of our report dated February 12, 1999, relating to the
consolidated balance sheets of EDO Corporation and subsidiaries as of December
31, 1998 and 1997, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998, which report appears in the December 31, 1998
annual report on Form 10-K of EDO Corporation, which is incorporated by
reference herein.
KPMG LLP
/s/ KPMG LLP
Melville, New York
May 6, 1999
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute and
appoint Marvin D. Genzer, William J. Frost and Kenneth A. Paladino and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of EDO Corporation (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of 850,000 shares of the
Company's common stock, par value $1.00 ("Common Shares"), in connection with
the EDO Corporation Compensation Plan For Directors, the EDO Corporation 1997
Non-Employee Director Stock Option Plan, and the EDO Corporation 1996 Long-Term
Incentive Plan (collectively, the "Plans") and any and all amendments
(including post-effective amendments) to the Registration Statement, and file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 (the "Act"), and any and all other instruments which
either of said attorneys-in-fact and agents deems necessary or advisable to
enable the Company to comply with the Act, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, giving and granting to each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he or she might or could do
if personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his or her said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the
date indicated.
/s/ Frank A. Fariello December 24, 1997
- -------------------------------
Frank A. Fariello
/s/ Kenneth A. Paladino December 31, 1997
- -------------------------------
Kenneth A. Paladino
/s/ Effie Pavlou July 27, 1998
- -------------------------------
Effue Pavlou
/s/ Robert E. Allen December 26, 1997
- -------------------------------
Robert E. Allen
/s/ Robert Alvine December 22, 1997
- -------------------------------
Robert Alvine
/s/ Mellon C. Baird December 31, 1997
- -------------------------------
Mellon C. Baird
/s/ George M. Ball December 29, 1997
- -------------------------------
George M. Ball
/s/ Joseph F. Engelberger December 31, 1997
- -------------------------------
Joseph F. Engelberger
/s/ Robert M. Hanisee December 31, 1997
- -------------------------------
Robert M. Hanisee
/s/ Michael J. Hegarty December 26, 1997
- -------------------------------
Michael J. Hegarty
/s/ George A. Strutz, Jr. January 6, 1998
- -------------------------------
George A. Strutz, Jr.
