<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 0-9897
SOLV-EX CORPORATION
(Exact name of registrant as specified in its charter)
NEW MEXICO 85-0283729
(State of Incorporation) (IRS Employer Identification No.)
500 MARQUETTE N.W., SUITE 300
ALBUQUERQUE, NEW MEXICO 87102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (505) 243-7701
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. /X/
As of October 31, 1995, the aggregate value of the voting stock held by
non-affiliates of the Registrant was approximately $150,000,000 based on the
average of the closing bid and asked prices on that date as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ").
The number of shares of the Registrant's common stock outstanding at
October 31, 1995 was 20,908,440.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The table below sets forth the name, age and all positions held with the
Company (including length of service) by each executive officer and director
of the Company and is followed by a description of the business experience of
each such person. Each of the directors listed below is expected to be a
nominee for election as a director at the Company's Annual Meeting of
Shareholders to be held on December 15, 1995. If elected, the term of office
shall be until the next meeting of shareholders at which directors are
elected, which is expected to be approximately one year after the 1995
meeting. The Company has no executive officers who are not also directors.
<TABLE>
<CAPTION>
NAME AGE OFFICES HELD LENGTH OF SERVICE
---- --- ------------ -----------------
<S> <C> <C> <C>
John S. Rendall 61 Chairman, Chief Executive Since 1980 (1)
Officer and Director
W. Jack Butler 76 President and Director Since 1991 (2)
Herbert M. Campbell II 51 Senior Vice President, Secretary, Since 1992 (3)
General Counsel and Director
J.E. Czaja 64 Vice President - Canada and Director Since 1993
Julius D. Heldman 76 Director Since 1980 (4)
M. Norman Anderson 64 Director Since 1986 (5)
Lee F. Robinson 71 Director Since 1988
Thompson MacDonald 48 Director Since 1993 (6)
M.E.("Pat") Davey 69 Director Since 1995 (7)
</TABLE>
_________________
(1) Mr. Rendall was President of the Company from July 2, 1980 to October 1,
1983, and from January 1, 1989 until July 1, 1992. Since November 1989,
he has also served as President and a director of Can-Amera Oil Sands,
Inc., a subsidiary of the Company.
(2) Mr. Butler became Executive Vice President of the Company on February 22,
1991 and became President on July 1, 1992.
(3) Mr. Campbell became Vice President, Secretary and General Counsel of the
Company on June 1, 1992. He was appointed as a Director on October 15,
1992, became Senior Vice President in September, 1994 and also serves as
Corporate Secretary for Can-Amera Oil Sands, Inc., a subsidiary of the
Company.
(4) Dr. Heldman served as Senior Vice President of the Company from September
15, 1988 until October 9, 1992 and is Chairman of the Company's Audit and
Compensation Committee.
(5) Mr. Anderson is a member of the Company's Audit and Compensation Committee.
(6) Mr. MacDonald has also served since March, 1994 as a director of Can-Amera
Oil Sands, Inc., a subsidiary of the Company, and also serves as a paid
consultant to the Company.
(7) Mr. Davey serves as a paid consultant to the Company.
<PAGE>
No arrangement exists between any of the above officers and directors
pursuant to which any of those persons was elected to such office or position.
John S. Rendall was associated with RTL Contactor Holdings, S.A. from
1977 through 1979 as plant manager of RTR Oil Sands Alberta, Ltd. (a
subsidiary of Rio-Tinto, Inc.), an oil sands extraction pilot plant at Fort
McMurray in Canada. From June 1979 through December 1979, he was also a
part-time sales representative for RTL and RTR in the United States,
responsible for the licensing of certain patents which he had sold to these
companies.
W. Jack Butler was associated with Mobil Oil Corporation and its
affiliated companies in Europe, Africa and the Middle East since 1951 until
his retirement in 1985. Mr. Butler retired as the Middle East Regional
Director - London for Mobil Oil Corporation and as Chairman and Director of
several of Mobil Oil Corporation's Middle East and African companies,
including Mobil Saudi Arabia, Inc..
Herbert M. Campbell II was previously employed from 1967 through 1984 by
Ranchers Exploration and Development Corporation, a diversified mining
company which merged into Hecla Mining Company in 1984. He was Senior Vice
President and Chief Counsel at the time of the merger, and, from 1985 until
1989, served as President and a Director of Olympic Mining Corporation, which
controls a silica sand mining and processing operation in Southern
California. From 1989 until he was employed by the Company, Mr. Campbell was
associated with Mains & McConnell, Inc., a commercial insurance brokerage
firm. He is a member of the New Mexico State Bar.
J.E. Czaja served as Executive Vice President and a Director of Shell
Canada Limited from 1983 until his retirement in 1991. At the time of his
retirement, he was responsible for its oil (including oil sands), gas and
coal exploration and production activities.
Julius D. Heldman served as Vice President of Shell Development Company
and as Vice President of Shell Oil Company from April 1969 to his retirement
in October 1980, and was extensively involved in its patenting and licensing
activities and research and development programs. Since his retirement, Dr.
Heldman has been president of Heldman Associates, petroleum consultants.
M. Norman Anderson is president of his own consulting firm, Anderson &
Associates in Vancouver, a natural resources management consulting firm with
major international clients. From January, 1987 until December, 1992, he was
a principal and managing director of Anderson Genssler & Schwab, Inc.,
management consultants. From February, 1991 until August, 1992 he was also
Chairman of International Corona Corporation, a mining and exploration
company. From 1980 until 1986, Mr. Anderson was Chairman and Chief Executive
Officer of Cominco Ltd., a mining, refining and manufacturing company. Mr.
Anderson is also a director of Homestake Mining Company, the Toronto Dominion
Bank, Finning Ltd., Western Star Trucking and Prime Resources.
Lee F. Robinson has been Chairman and a Director for more than the past
ten years of Biotechnic Ltd., Graesser Contactors Ltd., and H.M.C.
Technology, Ltd., all of which companies are located in London, England and
are engaged in the business of engineering technology development.
-2-
<PAGE>
Thompson MacDonald is the president of his own communications consulting
firm in Calgary, Alberta (Canada), which provides strategies for media and
government relations to a wide variety of public and private sector clients,
including the Company. Prior to forming his consulting firm in January, 1988,
Mr. MacDonald was Vice President, News and Public Affairs, for CFCN
Television Calgary for more than 10 years. Mr. MacDonald is also a director
of the Canadian Broadcasting Corporation and Multi-corp Inc., which is
engaged in telecommunications and language translation technologies.
M.E. ("Pat") Davey holds B.S. degree in Mechanical Engineering from the
Washington State University and is currently acting as a consultant to manage
the Solv-Ex program for production of aluminum from alumina in a new
electrolytic cell. Mr. Davey has more than 40 years of experience in the
aluminum smelting industry in both management and consulting positions. He
worked on a wide variety of plant development and management assignments for
Kaiser Aluminum & Chemical Corporation in the U.S. and several foreign
countries. Mr. Davey retired from Kaiser as International Engineering and
Maintenance Manager in 1982 and has been active as a consultant to the
sluminum smelting industry since his retirement.
Based upon the Company's review of copies of forms it receives from
officers and directors and upon representations it receives from certain of
such persons, the Company believes that during the fiscal year ended June 30,
1995, all filing requirements under Section 16(a) of the Securities Exchange
Act of 1934 were made by such persons on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION.
The table which follows sets forth information concerning the
compensation to the Chief Executive Officer of the Company for the 1993, 1994
and 1995 fiscal years. During the periods, the Company had no other executive
officer whose annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------------- --------------------------------
AWARDS PAYOUTS
---------------------- -------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARD(S) OPTIONS/ PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) SARS (#)(1) ($)(1) ($)
- - ------------------ ---- ------- ----- ------ ---------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John S. Rendall 1995 120,000 -0- 6,000 -0- 100,000 -0- -0-
Chairman and 1994 89,372 -0- -0- -0- -0- -0- 33,000(3)
Chief Executive 1993 58,475 -0- 25,000(2) -0- 100,000 -0- 66,000(3)
Officer
</TABLE>
_______________
(1) The Company does not have in effect either a plan of Stock Appreciation
Rights ("SAR's") or a Long-Term Incentive Plan.
(2) Amount represents the dollar difference between the price paid by Mr.
Rendall for Common Stock and the fair market value of such Common Stock on
the date of purchase.
(3) Effective January 1, 1989, Mr. Rendall agreed to a salary deferment of
approximately 50% (including automobile allowance) until such time as the
operations and financial condition of the Company permit resumption of full
salary payments. As of June 30, 1995, the aggregate of such deferred
compensation was $99,000 (for years 1993 and 1994), which Mr. Rendall has
agreed to exchange for 33,243 shares of Common Stock valued at the fair
market value of such shares at the time the services were performed (average
value was $2.98 per share).
-3-
<PAGE>
The table which follows sets forth certain information concerning the
only stock option granted to the Company's Chairman and Chief Executive
Officer during the fiscal year ended June 30, 1995 under the Incentive Stock
Option Plan approved by the shareholders of the Company on October 7, 1993.
The option price is equal to 110% of the fair market value of the underlying
Common Stock on the date of grant and the option price is not subject to
adjustment (other than pursuant to a customary antidilution provision).
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
- - --------------------------------------------------------------------- RATES OF STOCK PRICE
% OF TOTAL APPRECIATION FOR
OPTIONS OPTIONS GRANTED EXERCISE OPTION TERM
GRANTED TO EMPLOYEES PRICE EXPIRATION -----------------------
NAME (# OF SHARES) DURING YEAR ($/SHARE) DATE 5%($) 10%($)
---- ------------- --------------- --------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
John S. Rendall 100,000 28% $2.82 8/31/99 $44,728 $130,291
</TABLE>
The table which follows sets forth information concerning exercises of
stock options during the fiscal year ended June 30, 1995 by John S. Rendall,
the only executive officer who is named in the Summary Compensation Table,
and the value of his unexercised stock option as of June 30, 1995, based upon
a price of $8.125 per share, which was the price of the closing trade for the
Company's Common Stock as reported by the Nasdaq Small Cap Market on such
date.
AGGREGATED OPTION EXERCISES IN 1995
AND OPTION VALUES AS OF JUNE 30, 1995
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
JUNE 30, 1994 JUNE 30, 1995
------------- -------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
John S. Rendall -0- -0- 200,000 $1,178,000
-0- N/A
</TABLE>
Employees of the Company, including officers, are also eligible to
receive options to purchase Common Stock of the Company pursuant to the
Incentive Stock Option Plan approved by the shareholders of the Company on
October 7, 1993. During the fiscal year ended June 30, 1995, options were
granted to employees (including officers) to purchase a total of 353,500
shares of Common Stock (including the option to Mr. Rendall) at option prices
ranging between $2.56 and $3.56 per share.
Options to purchase Common Stock under the Incentive Stock Option Plan
are granted at an option price equal to the fair market value of such stock
on the date of grant except in the case of the holder of 10% of more of the
Company's outstanding Common Stock, in which the option price must be at
least 110% of the fair market value on the date of grant. Option grants for
executive officers of the Company are determined by the Compensation
Committee of the Board of Directors and option grants for employees who are
not executive officers are determined by the Chairman and Chief Executive
Officer of the Company in accordance with the terms of the Plan.
-4-
<PAGE>
-BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee consists of Dr. Julius D. Heldman, who serves
as its Chairman, and Mr. M. Norman Anderson, neither of whom are presently
officers of the Company. With respect to executive compensation, the function
of the Committee and the Board of Directors has been somewhat limited in
recent years because the Company did not have the funds to employ executive
officers at levels of compensation comparable to operating companies in the
natural resources industry. In this regard, Mr. Butler, President of the
Company, currently receives no cash compensation for his services, nor did
Dr. Heldman during his four year tenure as Senior Vice President, and Mr.
Rendall is compensated at a minimal level for performance of his duties as
Chairman and Chief Executive Officer.
As described in "ITEM 1. BUSINESS" to Part I of Form 10-K, the Company
is actively engaged in efforts to become an operating company during the
current fiscal year. This also includes efforts to obtain project financing
and adequate funding for the Company's general and administrative expenses,
which can be expected to increase if the Company is able to begin
construction of its first commercial project. In such event, the
responsibilities of the Compensation Committee will be expanded to (i) align
the Company's compensation policies with its long-term business strategy;
(ii) reward executives for performance and enhancement of shareholder value;
and (iii) attract and retain executives whose abilities and dedication are
considered essential to optimum operating efficiency and the long-term growth
and success of the Company. The Committee also has exclusive authority to
administer the Company's Incentive Stock Option Plan as applied to executive
officers.
The Committee does not believe that the compensation (including deferred
compensation as hereinafter described) to Mr. Rendall, as Chief Executive
Officer, adequately reflects the contribution of Mr. Rendall in developing
the Company's technology and maintaining the Company's existence during
recent years. In this regard, however, the Committee believes that the
primary measure of success for the Company will be its ability to establish
profitable, commercial operations through implementation of its technology,
and will determine Mr. Rendall's future compensation based upon the Company's
performance in achieving this objective, as well as consultation with one or
more independent consultants having expertise in the field of executive
compensation.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
-Julius D. Heldman, Chairman
-M. Norman Anderson
-INTERLOCKING ARRANGEMENTS
There are no interlocking arrangements (or family relationships)
pursuant to which any director, executive officer or nominee for election as
a director of the Company serves on the Board of Directors (or any committee)
of any other entity, or pursuant to which any executive officer or director
of any other entity serves on the Board of Directors of the Company or any
committee thereof.
-5-
<PAGE>
-DIRECTORS' COMPENSATION
At present, the Company does not provide any cash compensation to
directors who are not employees, but does reimburse such directors for
necessary travel expenses incurred in attending meetings or otherwise acting
on the Company's behalf. Such directors have in the past been given the
opportunity to purchase restricted shares of Common Stock at prices below
market value, primarily for the purpose of raising funds for the Company, and
have also been granted options to purchase shares of Common Stock pursuant to
the Company's Stock Option Plan for Directors ratified by the shareholders of
the Company on October 7, 1993. Under the Plan, a director is granted an
option to purchase 25,000 shares of the Company's Common Stock on the date
such person is first elected or appointed as a director at a purchase price
equal to the fair market value of such stock on the date of grant. On each
annual meeting date thereafter at which such person is elected as a director,
he shall be granted an additional option to purchase 10,000 shares of Common
Stock at a price equal to the fair market value on the date of grant. Each
option granted under the Plan becomes fully exercisable after six months of
continuous service as a director following the date of grant.
As of June 30, 1995, options to purchase a total of 150,000 shares at
option prices ranging between $1.50 and $4.91 per share were outstanding
under the Stock Option Plan for Directors.
-INDEMNIFICATION
Under the By-laws of the Company, a director may be indemnified against
expenses, fines, settlements or judgements arising in connection with a legal
proceeding to which such person is a party as a result of such relationship,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were believed not to be unlawful. Unless such
person is successful upon the merits in such an action, indemnification may
be awarded only after a determination by independent decision of the Board of
Directors, by legal counsel, or by a vote of the shareholders that the
applicable standard of conduct was met by the person to be indemnified. The
Company does not have any insurance coverage for directors' liability,
including coverage for legal defense costs.
-PERFORMANCE GRAPH
The Company has had a graph prepared by the Center for Research in
Security Prices ("CRSP" - The University of Chicago Graduate School of
Business) which will appear in the Proxy Statement for the 1995 Annual
Meeting of Shareholders to be held December 15, 1995. The graph compares the
total annual return on the Company's Common Stock with the annual return of
the CRSP Total Return Index for the NASDAQ Stock Market (U.S. and Foreign
Companies) for the period July 1, 1990 to June 30, 1995, and with the CRSP
Index for NASDAQ stock with SIC codes 1000-1099 (metal mining companies).
Although the Company has not previously engaged in mining operations and has
been classified as a development stage company for accounting purposes, its
research and development activities during the period have primarily related
to metals extraction from crude ores or residues created by mining and
processing oil sands crude ores. Accordingly, the stock price performance
depicted by the graph as summarized below is not necessarily indicative of
future price performance.
-6-
<PAGE>
<TABLE>
<CAPTION>
SUMMARY
CRSP TOTAL RETURNS INDEX FOR: 06/29/90 06/28/91 06/30/92 06/30/93 06/30/94 06/30/95
- - ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Solv-Ex Corporation 100.0 73.8 62.3 275.4 111.5 426.2
Nasdaq Stock Market
(US & Foreign) 100.0 105.6 126.6 159.8 160.6 210.7
NASDAQ Stocks (SIC 1000-1099
US + Foreign) Metal Mining 100.0 94.4 77.5 115.2 131.3 128.2
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the only person known by the Board of
Directors to be the beneficial owner of more than 5% of the outstanding
shares of the Company as of October 31, 1995:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
- - ------------------------------------ ------------------ ----------------
<S> <C> <C>
John S. Rendall 3,344,860(1) 16.04%
500 Marquette N.W., Suite 300
Albuquerque, New Mexico 87102
</TABLE>
_______________
(1) Includes 31,180 shares held by Mr. Rendall's wife and 300,000 shares held
in trust for Mr. Rendall's children, together with currently exercisable
options to purchase a total of 200,000 shares of Common Stock under the
Company's Incentive Stock Option Plan.
The following table sets forth information, as of October 31, 1995
regarding the number of shares of the Common Stock of the Company
beneficially owned by all directors and nominees and by all directors and
executive officers as a group. Except as otherwise noted, the directors,
nominees and the directors and executive officers as a group have sole voting
and investment power with respect to the shares listed. The ownership and
percentage information is computed for each named individual (and the group)
by including all shares which are subject to stock options held by the
individual (and members of the group for purposes of that computation) which
are exercisable within 60 days.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF INDIVIDUAL OR AMOUNT AND NATURE OF
IDENTITY OF GROUP BENEFICIAL OWNERSHIP PERCENT OF CLASS
- - --------------------------------- -------------------- ----------------
<S> <C> <C>
M. Norman Anderson 166,934(1) *
W. Jack Butler 872,500(2) 4.42%
Herbert M. Campbell II 153,000(3) *
J.E. Czaja 75,000(4) *
M.E. ("Pat") Davey 25,000(5) *
Julius D. Heldman 309,000(6) 1.68%
Thompson MacDonald 49,730(7) *
John S. Rendall 3,384,860(8) 16.66%
Lee F. Robinson 128,998(9) *
All directors and executive
officers as a group 5,165,011(10) 24.7%
</TABLE>
_______________
* Less than one percent.
(1) Total includes fully exercisable options to purchase 45,000 shares.
(2) Total includes a fully exercisable option to purchase 90,000 shares.
(3) Total includes a fully exercisable options to purchase 95,000 shares.
-7-
<PAGE>
(4) Total includes a fully exercisable option to purchase 50,000 shares.
(5) Total includes fully exercisable option to purchase 25,000 shares.
(6) Total includes a fully exercisable option to purchase 85,000 shares.
(7) Total includes 31,180 shares held of record by Mr. Rendall's wife, 300,000
shares held in trust for Mr. Rendall's children and fully exercisable
options to purchase 200,000 shares.
(8) Total includes fully exercisable options to purchase 45,000 shares.
(9) Total includes fully exercisable options to purchase 670,000 shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In 1991, the Company retained the consulting services of Mr. Thompson
MacDonald to assist the Company in establishing and maintaining
communications with various governmental departments and ministries of the
Province of Alberta (Canada), and to advise the Company concerning Canadian
public relations and its relationships with various Canadian business
entities. Mr. MacDonald was elected as a director of the Company in December
1995 and will be a nominee for election as a director at the Annual Meeting
of Shareholders to be held on December 15, 1996. During the fiscal year ended
June 30, 1995, a total of $39,236 in fees was paid to Mr. MacDonald for such
services. Management believes that the cost of services rendered by Mr.
MacDonald during the year was reasonable compared with the cost of obtaining
similar services from an unaffiliated third party, and expects to retain the
services of Mr. MacDonald in the future. In this regard, most of the
Company's business dealings are within the Province of Alberta, where its
efforts are currently being directed towards establishing commercial projects.
During the fiscal year ended June 30, 1995, the Company retained Mr.
M.E. Davey to assist the Company in its efforts to develop a new type of
electrolytic cell for production of aluminum metal. Initial work under this
program was very encouraging and, in March, 1995, Mr. Davey became a director
of the Company and agreed, as a consultant, to direct the continuing program
to produce aluminum metal using the new electrolytic cell. Mr. Davey will
also be a nominee for election as a director at the Annual Meeting of
Shareholders to be held on December 15, 1996. The Company and Mr. Davey have
not yet finalized financial arrangements pursuant to which Mr. Davey will be
compensated for his work. However, the Company believes that the terms upon
which Mr. Davey will be compensated will be more favorable to the Company
than could be obtained from an unaffiliated third party having comparable
experience.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SOLV-EX CORPORATION
(Registrant)
Date: November 8, 1995 By /s/ John S. Rendall
-------------------------------------------
John S. Rendall, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: November 8, 1995 /s/ John S. Rendall
-------------------------------------------
John S. Rendall, Chief Executive Officer
Date: November 8, 1995 /s/ W. Jack Butler
-------------------------------------------
W. Jack Butler, President, Chief Financial
Officer and Director (Principal Financial
Officer)
Date: November 8, 1995 /s/ Herbert M. Campbell II
-------------------------------------------
Herbert M. Campbell II, Senior Vice
President, Secretary and Director
(Principal Accounting Officer)
Date: November 8, 1995 /s/ J.E. Czaja
-------------------------------------------
J.E. Czaja, Vice President and Director
Date: , 1995
-------------------------------------------
M. Norman Anderson, Director
Date: , 1995
-------------------------------------------
M.E. Davey, Director
Date: November 8, 1995 /s/ Julius D. Heldman
-------------------------------------------
Julius D. Heldman, Director
Date: November 8, 1995 /s/ Thompson MacDonald
-------------------------------------------
Thompson MacDonald, Director
Date: November 8, 1995 /s/ Lee F. Robinson
-------------------------------------------
Lee F. Robinson, Director
-9-
