As filed with the Securities and Exchange Commission on November 19, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLICY MANAGEMENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0723125
(I.R.S. Employer Identification No.)
One PMSC Center (P.O. Box Ten)
Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
(Address of Principal Executive Offices) (Zip Code)
POLICY MANAGEMENT SYSTEMS CORPORATION
RESTRICTED STOCK OWNERSHIP PLAN
(Full title of the plan)
Stephen G. Morrison, Secretary
Policy Management Systems Corporation
One PMSC Center
Blythewood, South Carolina 29016
(803) 333-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum registration
registered offering aggregate fee
price offering
per price (1)
share (1)
Common Stock, par
value $.01 per 500,000 $46.906 $23,453,000 $6,519.93
share
1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on November 17, 1998.
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There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants in the plan listed on the cover of the Registration Statement
(the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended(the "Securities Act"). Such documents are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Policy Management Systems Corporation
(the "Company") with the Commission are incorporated herein by reference:
(1) the Annual Report on Form 10-K for the fiscal year ended December 31,
1997; the Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; the Form 8-K filed on May 12,
1998; and
(2) the description of the Common Stock, $.01 par value per share ("Common
Stock"), of the Company which is contained in the Company's Form 8-A
Registration Statement declared effective by the Commission on July 6, 1990,
including any amendments or reports filed for the purpose of updating such
description.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers such 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 or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded, except as so
modified or superseded, shall not be deemed to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
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Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act (the "Act) permits, and in
certain circumstances requires, indemnification of directors and officers for
liability and expenses incurred by them in connection with any civil, criminal
or administrative claim or proceeding in which they may become involved by
reason of being a director or officer of the Company. The Act applies to both
civil and criminal actions (including civil actions brought as derivative
actions by or in the right of the Company) and permits indemnification if the
director or officer acted in good faith in what he reasonably believed to be
the best interest of the Company and, in addition, in criminal actions, if he
had no reasonable cause to believe his conduct to be unlawful. If the
required standard of conduct is met, indemnification may include counsel fees
and disbursements of the director or officer, and judgments, fines, penalties
and settlement payments. Directors and officers who are successful with
respect to any claim against them are entitled to indemnification as a matter
of right for reasonable expenses incurred. On the other hand, if the charges
made in any
action are sustained, either the Board of Directors, acting by disinterested
members, independent legal counsel or the holders of stock entitled to vote
will determine if the required standard of conduct has been met to permit
indemnification. If, in an action brought by or in the right of the Company,
the director or officer is adjudged to be liable, he will only be entitled to
such indemnity for reasonable expenses incurred as the court conducting
the proceeding finds to be fair and reasonable under the circumstances.
The Act also provides for indemnification of persons who, at the request
of the Company, act as directors or officers of other companies. The
Company's Articles of Incorporation currently provide that the Company shall
indemnify the persons to the extent permitted to be indemnified by the Act as
summarized above.
Officers and directors of the Company are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies
them against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted. The cost of
such insurance is borne by the Company as permitted by the Articles of
Incorporation of the Company and the laws of the State of South Carolina.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
Exhibit
Number Description
4.1 - Restated Articles of Incorporation of the Company, as
amended, filed as an exhibit to Form 10-K Annual Report for the year ended
December 31, 1997 and incorporated herein by reference.
4.2 - Restated By-laws of the Company, as amended, filed as an
exhibit to Form 10-K Annual Report for the year ended December 31, 1997 and
incorporated herein by reference.
4.3 - Policy Management Systems Corporation Restricted Stock
Ownership Plan.
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23 - Consent of PricewaterhouseCoopers, LLP
24 - Power of Attorney by the Officers and Directors who signed
this Registration Statement set forth on page 6 herein.
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;
(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 a 20 percent change in the maximum aggregate offering price set
forth in the ACalculation 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;
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 Exchange Act that are incorporated by
reference 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 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, 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.
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(c) 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 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, 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 Blythewood, State of South Carolina,
on this 19th day of November, 1998.
POLICY MANAGEMENT SYSTEMS CORPORATION
BY (SIGNATURE) /s/ Timothy V. Williams
NAME AND TITLE) Timothy V. Williams,
Executive Vice President,
Principal Financial and Accounting Officer
DATE: November 19, 1998
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EXHIBIT INDEX
Exhibit
Number Description Location
4.1(1) Restated Articles of Incorporation of (1)
the Company, as amended.
4.2(1) Restated By-laws of the Company, as amended. (1)
4.3 Policy Management Systems Corporation p. 7
Restricted Stock Ownership Plan.
23 Consent of PricewaterhouseCoopers, LLP p. 22
24 Power of Attorney executed by the p. 23
officers and directors who signed this
Registration Statement set forth on page
6 herein.
(1) Filed as an exhibit to Form 10-K Annual (1)
Report for the year ended December 31,
1997 and incorporated herein by reference.
EXHIBIT 4.3
POLICY MANAGEMENT SYSTEMS CORPORATION RESTRICTED STOCK OWNERSHIP PLAN
1. Purpose of the Plan
This Plan shall be known as the Policy Management Systems Corporation
Restricted Stock Ownership Plan. The purpose of the Plan is to promote the
interests of the Company and its shareholders by assisting the Company's
officers and directors in satisfying stock ownership guidelines that have been
established by the Board of Directors. Participation in the Plan is mandatory
for officers and directors until they have satisfied the applicable
guidelines. The Plan also provides an opportunity for officers, directors,
managers and sales representatives of the Company to acquire additional shares
of the Company's common stock in lieu of other compensation payable from the
Company. Through the use of restricted stock, the Plan rewards employees for
productive and long-term employment with the Company, and provides a means for
the Company of retaining its key employees and directors.
2. Definitions
2.1 Definitions. Wherever the following capitalized terms are used
in this Plan they shall have the meanings specified below:
(a) "Annual Guideline Target" means the number of shares of Common
Stock that a Participant is required to acquire and hold under the Ownership
Guidelines at the end of a particular Plan Year, determined as a percentage of
the Cumulative Guideline Target applicable to the Participant (with the number
of shares rounded to the nearest whole share).
(b) "Annual Retainer" means, for any Plan Year that an Independent
Director is participating in the Plan, the aggregate amount of the annual
retainer to be paid to such Independent Director during the Plan Year. The
first calendar year for which annual retainer fees shall be taken into account
shall be 1998.
(c) "Award" means an award of Restricted Stock granted under the
Plan.
(d) "Award Agreement" means an agreement entered into between the
Company and a Participant setting forth the terms and conditions of an Award
of Restricted Stock granted to a Participant.
(e) "Board" means the Board of Directors of the Company.
(f) "Bonus Compensation" means, for any Plan Year that an Officer,
Manager or Sales Representative is participating in the Plan, any annual bonus
amount designated by the Committee for purposes of the Plan that is earned by
such Officer, Manager or Sales Representative during the Plan Year (and
payable in the following Plan Year). For the 1998 Plan Year, Bonus
Compensation for Officers and Managers will include applicable bonus amounts
earned for the full 1998 calendar year (including for periods prior to the
Effective Date), but no bonus amounts payable to Sales Representatives for
1998 shall be taken into account for purposes of the Plan.
(g) "Cause" means a good-faith finding by the Committee that
termination of employment or other service occurred as a result of any of the
following: (i) any act committed by a Participant which shall represent a
breach
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in any material respect of any of the terms of the Participant's employment
and which breach is not cured within 30 days of receipt by the Participant of
written notice from the Company of such breach; (ii) improper conduct,
consisting of any willful act or omission with the intent of obtaining, to the
material detriment of the Company, any benefit to which a Participant would
not otherwise be entitled; (iii) improper conduct consisting of sexual
harassment or act of moral turpitude; (iv) gross negligence, consisting of
wanton and reckless acts or omissions in the performance of a Participant's
duties to the material detriment of the Company; (v) bad faith in the
performance of a Participant's duties, consisting of willful acts or
omissions, to the material detriment of the Company, including excessive
unexcused absence from work; (vi) use of illegal drugs or unauthorized use of
alcohol in the workplace or being under the influence of illegal drugs or
alcohol while at work; or (vii) any conviction of, or plea of nolo contendere
to, a crime (other than a traffic violation) that constitutes a felony under
the laws of the United States or any political subdivision thereof.
(h) "Change in Control" shall have the meaning specified in Section
11 hereof.
(i) "Code" means the Internal Revenue Code of 1986, as amended.
(j) "Committee" means, subject to Section 4.4 hereof, the
Compensation Committee of the Board, or such other committee or subcommittee
of the Board appointed by the Board to administer the Plan from time to time.
(k) "Common Stock" means the common stock of the Company, par value
$.01 per share.
(l) "Company" means Policy Management Systems Corporation, a South
Carolina corporation.
(m) "Cumulative Guideline Target" means the aggregate Fair Market
Value of the Common Stock that the Participant is required to acquire and hold
under the Ownership Guidelines at the end of the time period applicable under
the Ownership Guidelines for satisfaction of all requirements thereunder (with
the number of shares rounded to the nearest whole share).
(n) "Date of Grant" means the date on which an Award under the Plan
becomes effective, as provided in Section 5.3, 6.3, 7.3 or 8.3 hereof.
(o) "Disability" for any Participant means because of injury or
sickness the Participant is (i) continuously unable to perform the substantial
and material duties of the Participant's regular occupation for a period of 6
full months, (ii) under the regular care of a licensed physician; and (iii)
not gainfully employed in any occupation for which Participant is or becomes
qualified by education, training or experience.
(p) "Effective Date" means the Effective Date of this Plan, as
defined in Section 13 hereof.
(q) "Employee" means any person who the Committee determines to be an
employee of the Company or any Subsidiary.
(r) "Fair Market Value" of a share of Common Stock as of a given date
means the average closing sales price of the Common Stock on the New York
Stock Exchange as reflected on the composite index on the 10 trading days
immediately preceding the date as of which Fair Market Value is to be
determined. If the Common Stock is not listed on the New York Stock Exchange
on the date as of which Fair Market Value is to be determined, the Committee
shall
<PAGE>
determine in good faith the Fair Market Value in whatever manner it considers
appropriate.
(s) "Independent Director" means a member of the Board who is not an
Employee.
(t) "Manager" means an Employee below the level of vice-president who
the Committee, in its sole discretion, determines to be a manager of the
Company or any Subsidiary eligible to participate in the Plan.
(u) "Officer" means an Employee of the Company at a level of
vice-president or higher whose position is covered under the Ownership
Guidelines.
(v) "Ownership Guidelines" means the stock ownership guidelines for
Independent Directors and Officers of the Company adopted by the Board for
purposes of the Plan, as may be amended by the Board or the Committee from
time to time. The Ownership Guidelines, as currently in effect, are attached
hereto as Exhibit A.
(w) "Participant" means an Independent Director, Officer, Manager or
Sales Representative who receives an Award of Restricted Stock under the Plan.
(x) "Plan" means the Policy Management Systems Corporation Restricted
Stock Ownership Plan as set forth herein, as it may be amended from time to
time.
(y) "Plan Trust" means a grantor trust established by the Company for
holding and issuing shares of Common Stock deliverable as Awards under the
Plan.
(z) "Plan Year" shall mean any calendar year in which the Plan is in
effect, including the 1998 Plan Year.
(aa) "Restricted Stock" means an Award entitling a Participant to
shares of Common Stock that are nontransferable and subject to forfeiture
until the specific conditions set forth in the Award Agreement are satisfied.
(bb) "Retirement" for any Participant means termination of a
Participant's employment, or other service, with the Company and its
Subsidiaries on or after attainment of the age of (i) 65 years or (ii) at
least 55 years, and Participant has been employed by or providing service to
the Company or any Subsidiary on a full time basis for the preceding 5 years.
For purposes of this definition, full time basis for the preceding 5 years
means that in each of the five 12 full calendar months preceding termination,
Participant was credited with no less than 1000 hours of service as an
Employee, or was serving as an Independent Director. Notwithstanding the
foregoing, the Committee may, in its discretion, prescribe an alternative
meaning of the term "Retirement" for a Participant under the Plan in special
circumstances.
(cc) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission pursuant to the Securities and Exchange Act of 1934.
(dd) "Sales Representative" means a member of the sales force of the
Company or any Subsidiary who has been determined by the Committee to be
eligible to participate in the Plan.
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(ee) "Stock Uplift" means the additional number of shares of an Award that
is intended to adjust the value of the Award for the restrictions placed upon
the Restricted Stock.
(ff) "Subsidiary" means an entity that is wholly owned, directly or
indirectly, by the Company, or any other affiliate of the Company that is so
designated, from time to time, by the Committee.
3. Shares of Common Stock Subject to the Plan
3.1 Number of Shares. Subject to the following provisions of this
Section 3, the aggregate number of shares of Common Stock that may be issued
pursuant to all Awards under the Plan is 500,000 shares of Common Stock. The
shares of Common Stock to be delivered under the Plan will be made available
from authorized but unissued shares, from shares that are purchased in the
open market held in the Plan Trust, or otherwise from shares that are
purchased in the open market for purposes of the Plan. If any share of Common
Stock that is the subject of an Award is not issued and ceases to be issuable
for any reason, or is forfeited, canceled or returned to the Company or the
Plan Trust for failure to satisfy vesting requirements or upon the occurrence
of other forfeiture events, or is returned to the Company or the Plan Trust in
satisfaction of any withholding tax liability arising in respect of an Award,
such share of Common Stock will no longer be charged against the foregoing
maximum share limitation and may again be made subject to Awards under the
Plan.
3.2 Adjustments. If there shall occur any recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution with respect to the shares of Common Stock, or any similar
corporate transaction or event in respect of the Common Stock, then the
Committee shall, in the manner and to the extent that it deems appropriate and
equitable to the Participants and consistent with the terms of this Plan,
cause a proportionate adjustment to be made in the maximum numbers and kind of
shares provided in Section 3.1 hereof and the number and kind of shares of
Common Stock subject to the then-outstanding Awards.
3.3 Phantom Stock Reserve. The Committee shall have the
discretionary authority, exercised at the time an Award is approved, to
substitute for any Award of Restricted Stock that would otherwise be made
under the Plan an Award of "phantom stock" under the Plan. An Award of
phantom stock will entitle a Participant to payments upon the completion of
the applicable vesting periods based on the Fair Market Value of the Common
Stock for the number of phantom stock units awarded, in either cash or in
shares of Common Stock (provided that at the time of vesting a sufficient
number of shares are available under Section 3.1 hereof), but otherwise
subject to the same terms and conditions as an Award of Restricted Stock under
the Plan, except that a holder of phantom stock units shall not be entitled to
voting rights in respect thereof.
4. Administration of the Plan
4.1 Committee Members. Except as provided in Section 4.4 hereof, the
Plan will be administered by the Committee which, to the extent deemed
necessary or appropriate by the Board, will consist of two or more persons who
satisfy the requirements for a "nonemployee director" under Rule 16b-3. The
Committee may exercise such powers and authority as may be necessary or
appropriate for the Committee to carry out its functions as described in the
Plan. No member of the Committee will be liable for any action or
determination made in good faith by the Committee with respect to the Plan or
any Award under it.
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4.2 Committee Authority. The Committee has discretionary authority to
interpret the Plan, to make all factual determinations under the Plan, and to
determine the terms and provisions of the respective Award Agreements and to
make all other determinations necessary or advisable for Plan administration.
The Committee has authority to prescribe, amend, and rescind rules and
regulations relating to the Plan. All interpretations, determinations, and
actions by the Committee will be final, conclusive, and binding upon all
parties.
4.3 Discretionary Adjustments. The Committee retains the discretion
to make adjustments from time to time in the Ownership Guidelines and the
degree of achievement of the Ownership Guidelines that is applicable to any
Participant other than an Independent Director for purposes of an Award under
the Plan. The basis for making such an adjustment shall include, but shall
not be limited to (i) unforeseen circumstances or unusual events that result
in less than full Bonus Compensation being paid for a Plan Year and (ii)
financial or other personal hardship where fairness and equity would warrant
and adjustment to the Award. The Committee may in its discretion accelerate
the vesting of an Award of Restricted Stock at any time or on the basis of any
specified event.
4.4 Awards to Independent Directors. With respect to Awards to
Independent Directors, the Plan is intended to constitute a "formula plan"
within the meaning of Rule 16b-3 and, accordingly, such Awards shall not be
subject to discretionary determinations or adjustments by the Committee as
provided in Section 4.3 hereof. The foregoing is not intended to limit the
Committee's interpretive authority under Section 4.2 hereof, or any other
authority of the Committee under the Plan that is not inconsistent with Awards
to Independent Directors complying with the "formula plan" requirements.
5. Officers
5.1 Mandatory Participation. Any Officer who has not achieved his
Cumulative Guideline Target as of the end of any Plan Year shall participate
in the Plan for such Plan Year in accordance with the following:
(a) Any such Officer who has achieved his Annual Guideline Target as
of the end of a Plan Year shall receive 50% of his Bonus Compensation for the
Plan Year in cash. Such Officer shall receive an Award of Restricted Stock in
a number of shares determined by dividing (i) 50% of the Bonus Compensation
for the Plan Year, plus a Stock Uplift equal to one-half of such 50% of Bonus
Compensation, by (ii) the Fair Market Value of a share of Common Stock on the
Date of Grant.
(b) Any such Officer who has not achieved his Annual Guideline Target
as of the end of a Plan Year shall receive none of his Bonus Compensation for
the Plan Year in cash. Such Officer shall receive an Award of Restricted
Stock in a number of shares determined by dividing (i) 100% of the Bonus
Compensation for the Plan Year, plus a Stock Uplift equal to 25% of such Bonus
Compensation, by (ii) the Fair Market Value of a share of Common Stock on the
Date of Grant
5.2 Participation Opt-Out. Any Officer who has achieved his Cumulative
Guideline Target as of the end of any Plan Year may elect not to participate
in the Plan for such Plan Year by notifying the manager of Personnel Resources
and Development of the Company of such election by not later than the earlier
of (i) January 15 following the end of such Plan Year, or (ii) the date on
which the Board approves the Bonus Compensation for such Plan Year. The
election shall be made in such manner as shall be provided by the Committee,
and the Participant shall be required to establish to the satisfaction of the
Committee that the
<PAGE>
Participant has achieved the Cumulative Guideline Target as of the end of the
applicable Plan Year. If such Officer does not make this election, he shall
participate in the Plan for the Plan Year on the same basis as described in
5.01(a) hereof.
5.3 Date of Grant. The Date of Grant of an Award of Restricted Stock to
an Officer shall be the date determined by the Committee for the Award to
become effective, provided that the Date of Grant shall not be earlier than
the date that the Bonus Compensation to which such Award relates would
otherwise be paid to the Participant.
6. Independent Directors
6.1 Mandatory Participation. Any Independent Director who has not
achieved his Cumulative Guideline Target as of the end of any Plan Year shall
participate in the Plan for the next following Plan Year in accordance with
the following:
(a) Any such Independent Director who has achieved his Annual Guideline
Target as of the end of a Plan Year shall receive 50% of the Annual Retainer
for the next following Plan Year in cash. Such Independent Director shall
receive an Award of Restricted Stock in a number of shares determined by
dividing (i) the remaining 50% of the Annual Retainer for the Plan Year, plus
a Stock Uplift equal to one-half of such 50% of the Annual Retainer, by (ii)
the Fair Market Value of a share of Common Stock on the Date of Grant.
(b) Any such Independent Director who has not achieved his Annual
Guideline Target as of the end of a Plan Year shall receive none of his Annual
Retainer for the next following Plan Year in cash. Such Independent Director
shall receive an Award of Restricted Stock in a number of shares determined by
dividing (i) 100% of his Annual Retainer for the Plan Year, plus a Stock
Uplift equal to 25% of such Annual Retainer, by (ii) the Fair Market Value of
a share of Common Stock on the Date of Grant.
6.2 Participation Opt-Out. Any Independent Director who has achieved his
Cumulative Guideline Target as of the end of any Plan Year may elect not to
participate in the Plan for the next following Plan Year by notifying the
manager of Personnel Resources and Development of the Company of such election
by not later than the January 15 of the Plan Year to which such election
relates. The election shall be made in such manner as shall be provided by
the Committee, and the Participant shall be required to establish to the
satisfaction of the Committee that the Participant has achieved the Cumulative
Guideline Target as of the end of the applicable Plan Year. If such
Independent Director does not make this election, he shall participate in the
Plan for such year on the same basis as described in 6.01(a) hereof.
6.3 Date of Grant. The Date of Grant of an Award of Restricted Stock to
an Independent Director shall be the date determined by the Committee for the
Award to become effective. Unless otherwise provided by the Committee, the
Date of Grant shall be March 1 of the Plan Year for which the applicable
Annual Retainer would otherwise be paid. Notwithstanding the foregoing, the
Date of Grant of an Award made under Section 6.4 hereof shall be the date of
adoption of the Plan.
6.4 1998 Plan Year. Notwithstanding the foregoing provisions of this
Section 6, upon the adoption of the Plan by the Board, each Independent
Director shall be granted an Award of Restricted Stock in a number of shares
determined by dividing (i) 50% of the Annual Retainer paid and payable with
respect to the full 1998 Plan Year, plus a Stock Uplift equal to one-half of
such 50% of the Annual Retainer, by (ii) the Fair Market Value of a share of
Common Stock on the Date of Grant. Subject to the foregoing, the Independent
Director shall receive
<PAGE>
no further cash payments of the Annual Retainer for 1998 following the Date of
Grant.
7. Managers
7.1 Voluntary Participation. All Managers determined by the Committee to
be
eligible for participation in the Plan for a Plan Year may elect to
participate in the Plan on a voluntary basis. Managers who elect to
participate in the Plan for a Plan Year will receive 50% of their Bonus
Compensation applicable to such Plan Year in cash. Such Managers will also
receive an Award of Restricted Stock in a number of shares determined by
dividing (a) 50% of such Bonus Compensation, plus a Stock Uplift equal to
one-half of such 50% of Bonus Compensation, by (b) the Fair Market Value of a
share of Common Stock on the Date of Grant.
7.2 Elections. Managers will be notified of their eligibility to
participate in the Plan for Bonus Compensation earned and payable with respect
to a Plan Year. Managers may elect to participate in the Plan for such Plan
Year by notifying the manager of Personnel Resources and Development of the
Company of such election on such forms and in such manner as may be provided
for by the Committee on or before December 15 of such year, or such other date
as may be contained in the notice of eligibility.
7.3 Date of Grant. The Date of Grant of an Award of Restricted Stock to a
Manager shall be the date determined by the Committee for the Award to become
effective, provided that the Date of Grant shall not be earlier than the date
that the Bonus Compensation to which such Award relates would otherwise be
paid to the Participant.
8. Sales Representatives
8.1 Voluntary Participation. All Sales Representatives determined by the
Committee to be eligible to participate in the Plan for a Plan Year may elect
to participate in the Plan on a voluntary basis. Sales Representatives who
elect to participate in the Plan for a Plan Year will receive 50% of their
Bonus Compensation applicable to such Plan Year in cash. Such Sales
Representatives will also receive an Award of Restricted Stock in a number of
shares determined by dividing (a) 50% of such Bonus Compensation, plus a Stock
Uplift equal to one-half of such 50% of Bonus Compensation, by (b) the Fair
Market Value of a share of Common Stock on the Date of Grant.
8.2 Elections. At the beginning of a Plan Year, Sales Representatives
will be notified of their eligibility to participate in the Plan for Bonus
Compensation earned and payable with respect to such year. Sales
Representatives may elect to participate in the Plan for such Plan Year by
notifying the manager of Personnel Resources and Development of the Company of
such election on such forms and in such manner as may be provided for by the
Committee on or before December 15 of such year, or such other date as may be
contained in the notice of eligibility.
8.3 Date of Grant. The Date of Grant of an Award of Restricted Stock to a
Sales Representative shall be the date determined by the Committee for the
Award
to become effective, provided that the Date of Grant shall not be earlier than
the date that the Bonus Compensation to which such Award relates would
otherwise be paid to the Participant.
9. Restricted Stock
9.1 Grants of Restricted Stock. An Award of Restricted Stock represents
shares of Common Stock that are subject to the restrictions on transfer and
<PAGE>
other incidents of ownership, vesting requirements and forfeiture conditions
described below. All Awards (other than Awards to Independent Directors) will
be approved by the Committee. Awards of Restricted Stock may be made in whole
shares only, with the number of shares that would be awarded or would become
vested under any provision of the Plan to be rounded upward or downward to the
nearest whole share, as applicable. Each Award will be evidenced by an Award
Agreement as described in Section 10 hereof.
9.2 Vesting Requirements. Subject to Section 9.3, the restrictions
imposed on an Award of Restricted Stock shall lapse with respect to 20 percent
of the number of shares of Common Stock covered thereby on each the first
through the fifth anniversaries of January 1 of the year in which the Award is
made, provided that the Participant remains as an Employee or Independent
Director (as the case may be) on each such date. Upon the death, Retirement or
Disability of a Participant, or upon a Change in Control, the restrictions
imposed on any unvested portion of an outstanding Award shall immediately
lapse. In the event that an Independent Director is nominated but is not
re-elected as a director of the Board by the shareholders of the Company, the
restrictions imposed on any unvested portion of an outstanding Award held by
such Independent Director shall immediately lapse.
9.3 Forfeiture Events. In the event a Participant voluntarily terminates
his employment or other service with the Company prior to full vesting of any
outstanding Award under the Plan, any unvested portion of such Award will be
immediately forfeited. If the employment or other service of a Participant is
terminated by the Company for Cause prior to full vesting of any outstanding
Award, any unvested portion of such Award will be immediately forfeited. If
the employment or other service of a Participant is terminated by the Company
other than for Cause prior to full vesting of any outstanding Award (i) any
unvested portion of a Stock Uplift included in such Award will be immediately
forfeited (applying the shares covered by the Stock Uplift on a pro-rata basis
over the vesting period) and (ii) any unvested portion of the remainder of the
Award shall be immediately vested.
9.4 Restrictions. Shares of Restricted Stock may not be transferred,
assigned or subject to any encumbrance, pledge or charge until all applicable
restrictions are removed or expire or unless otherwise allowed by the
Committee. The Committee may require the Participant to enter into an escrow
agreement providing that the certificates representing Restricted Stock
granted or sold pursuant to the Plan will remain in the physical custody of an
escrow holder (which may be the Plan Trust) until all restrictions are removed
or expire. Failure to satisfy any applicable restrictions shall result in the
subject shares of Restricted Stock being forfeited and returned to the Company
or the Plan Trust. The Committee may require that certificates representing
Restricted Stock granted under the Plan bear a legend making appropriate
reference to the restrictions imposed. At the time all restrictions imposed
on an Award of Restricted Stock lapse in accordance with the Plan, a stock
certificate for the appropriate number of shares of Common Stock, free of the
restrictions and restrictive stock legend (other than as required under the
Securities Act of 1933 or otherwise), shall be delivered to the Participant or
his beneficiary or estate, as the case may be.
9.5 Rights as Shareholder. Subject to the foregoing provisions of
this Section 9 and the applicable Award Agreement, the Participant will have
all rights of a shareholder with respect to shares of Restricted Stock granted
to him, including the right to vote the shares and receive all dividends and
other distributions paid or made with respect thereto, unless the Committee
determines otherwise at the time the Restricted Stock is granted, as set forth
in the Award Agreement.
<PAGE>
9.6 Section 83(b) Election. The Committee may provide in an Award
Agreement that the Award of Restricted Stock is conditioned upon the
Participant refraining from making an election with respect to the Award under
Section 83(b) of the Code. Irrespective of whether an Award is so
conditioned, if a Participant makes an election pursuant to Section 83(b) of
the Code with respect to an Award of Restricted Stock, the Participant shall
be required to promptly file a copy of such election with the Company.
10. Award Agreements
10.1 Form of Agreement. Each Award of Restricted Stock under this
Plan shall be evidenced by an Award Agreement in a form approved by the
Committee setting forth the number of shares of Common Stock subject to the
Award and the time or times at which an Award will become vested. The Award
Agreement shall also set forth other material terms and conditions applicable
to the Award as determined by the Committee consistent with the limitations of
this Plan.
10.2 Contract Rights; Amendment. Any obligation of the Company to
any Participant with respect to an Award shall be based solely upon
contractual obligations created by an Award Agreement. No Award shall be
enforceable until the Award Agreement has been signed on behalf of the Company
by its authorized representative and signed by the Participant and returned to
the Company. By executing the Award Agreement, a Participant shall be deemed
to have accepted and consented to the terms of this Plan and any action taken
in good faith under this Plan by and within the discretion of the Committee,
the Board or their delegates. Award Agreements covering outstanding Awards
may be amended or modified by the Committee in any manner that may be
permitted for the grant of Awards under the Plan, subject to the consent of
the Participant to the extent provided in the Award Agreement.
11. Change in Control
11.1 Definition of Change in Control. For purposes of the Plan, a
"Change in Control" means the occurrence of one of the following events.
(a) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act") and as used in Section
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 33-1/3% or more of the combined voting
power of the Company's then outstanding securities eligible to vote for the
election of the Board (the "Company Voting Securities"); provided, however,
that the events described in this paragraph shall not be deemed to be a Change
in Control by virtue of any of the following situations: (i) an acquisition
by the Company or any of its subsidiaries; (ii) an acquisition by any employee
benefit plan or employee stock plan sponsored or maintained by the Company or
any of its subsidiaries or any trustee or fiduciary with respect to such plan;
or (iii) an acquisition by any underwriter temporarily holding Company Voting
Securities pursuant to an offering of such securities;
(b) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof; provided, however, that any person becoming a director subsequent to
the date hereof, whose election, or nomination for election, by the Company's
shareholders was approved by a vote of at least two-thirds of the directors
comprising the Incumbent Board who are then on the Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without objection to such nomination)
shall be, for purposes of this paragraph (b), considered as though such person
were a member of the Incumbent Board, but excluding for this purpose any
individual elected or nominated as a director of the Company as a result of
any actual or threatened solicitation of proxies or consents by or on behalf
of any person other than the Board;
(c) the consummation of a merger, consolidation, share exchange or
similar form of corporate reorganization of the Company or any of its
subsidiaries that requires the approval of the Company's shareholders, whether
for such transaction or the issuance of securities in connection with the
transaction or otherwise (a "Business Combination"), unless (i) immediately
following such
<PAGE>
Business Combination: (A) more than 50% of the total voting power of the
corporation resulting from such Business Combination (the "Surviving
Corporation") or, if applicable, the ultimate parent corporation which
directly or indirectly has beneficial ownership of 100% of the voting
securities eligible to elect directors of the Surviving Corporation (the
"Parent Corporation"), is represented by Company Voting Securities that were
outstanding immediately prior to the Business Combination (or, if applicable,
shares into which such Company Voting Securities were converted pursuant to
such Business Combination), and such voting power among the holders thereof is
in substantially the same proportion as the voting power of such Company
Voting Securities among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan or employee
stock plan sponsored or maintained by the Surviving Corporation or Parent
Corporation or any trustee or fiduciary with respect to any such plan) is or
becomes the beneficial owner, directly or indirectly, of 33-1/3% or more of
the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation), and (C) at least a majority of the members of the
board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation), following the Business Combination,
were members of the Incumbent Board at the time of the Board's approval of the
execution of the initial agreement providing for such Business Combination or
(ii) the Business Combination is effected by means of the acquisition of
Company Voting Securities from the Company, and prior to such acquisition a
majority of the Incumbent Board approves a resolution providing expressly that
such Business Combination does not constitute a Change in Control under this
paragraph (c); or
(d) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or the sale or other disposition of
all or substantially all of the assets of the Company and its subsidiaries,
other than a sale or disposition of assets to a subsidiary of the Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any person acquires beneficial ownership of more than
33-1/3% of the Company Voting Securities as a result of the Acquisition of
Company Voting Securities by the Company which, by reducing the number of
Company Voting Securities outstanding, increases the percentage of shares
beneficially owned by such person; provided, that if a Change in Control would
occur as a result of such an acquisition by the Company (if not for the
operation of this sentence), and after the Company's acquisition such person
becomes the beneficial owner of additional Company Voting Securities that
increases the percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change in Control shall then occur.
For purposes of this Section 11 only, the term "subsidiary" means a
corporation of which the Company owns directly or indirectly 50% or more of
the voting power.
<PAGE>
12. General Provisions
12.1 No Assignment or Transfer; Beneficiaries. Awards under the Plan
shall not be assignable or transferable, except by will or by the laws of
descent and distribution, unless otherwise allowed by the Committee.
Notwithstanding the foregoing, the Committee may provide in the terms of an
Award Agreement that the Participant shall have the right to designate a
beneficiary or beneficiaries who shall be entitled to any rights, payments or
other specified under an Award following the Participant's death.
12.2 Employment or Service. Nothing in the Plan, in the grant of any
Award or in any Award Agreement shall confer upon any Participant the right to
continue in the capacity in which he is employed by or otherwise serves the
Company or any Subsidiary.
12.3 Securities Laws. No shares of Common Stock will be issued or
transferred pursuant to an Award unless and until all then applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any
stock exchanges upon which the Common Stock may be listed, have been fully
met. As a condition precedent to the issuance of shares pursuant to the grant
of an Award, the Company may require the Participant to take any reasonable
action to meet such requirements. The Committee may impose such conditions on
any shares of Common Stock issuable under the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933,
as amended, under the requirements of any stock exchange upon which such
shares of the same class are then listed, and under any blue sky or other
securities laws applicable to such shares.
12.4 Tax Withholding. The Participant shall be responsible for
payment of any federal, state and local taxes or similar charges required by
law to be withheld from an Award of Restricted Stock, which shall be paid by
the Participant at the time that taxable income is recognized in respect of
the Award. For purposes hereof, unless otherwise provided in an Award
Agreement, any tax withholding required in respect of an Award held by a
Participant who is subject to Rule 16b-3 at the time taxable income is
recognized may be satisfied by returning to the Company or the Plan Trust the
number of shares of Common Stock necessary to satisfy the tax withholding
liability, valued based on the closing trading price on the trading date
immediately prior to the date of payment of the withholding tax.
12.5 Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns, and the Participant, his heirs,
administrators, estate, permitted transferees and beneficiaries.
12.6 Construction and Interpretation. Whenever used herein, nouns in
the singular shall include the plural, and the masculine pronoun shall include
the feminine gender. Headings of Articles and Sections hereof are inserted
for convenience and reference and constitute no part of the Plan.
12.7 Severability. If any provision of the Plan or any Award
Agreement shall be determined to be illegal or unenforceable by any court of
law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.
12.8 Governing Law. The validity and construction of this Plan and
of the Award Agreements shall be governed by the laws of the State of South
Carolina.
<PAGE>
13. Effective Date, Amendment and Termination
13.1 Effective Date. The Effective Date of the Plan shall be the
date of adoption of the Plan by the Board.
13.2 Amendment and Termination. The Board may at any time and from
time to time and in any respect, amend or modify or terminate the Plan. No
amendment, modification or termination of the Plan shall in any manner adverse
to a Participant affect any Award theretofore granted without the consent of
the Participant or the permitted transferee of the Award.
<PAGE>
POLICY MANAGEMENT SYSTEMS CORPORATION
STOCK OWNERSHIP GUIDELINES FOR OFFICERS AND DIRECTORS
1. Preamble
The following sets forth the Stock Ownership Guidelines that have been
established by Policy Management Systems Corporation for its Officers and
Independent Directors. The purpose of the Ownership Guidelines is to further
align the interests of the Company's officers and directors with the
shareholders by providing targeted levels of ownership of the Company's Common
Stock for each such officer and director. The Ownership Guidelines operate
together with, and are made a part of, the Company's Restricted Stock
Ownership Plan (the "Plan") to provide a means of acquiring and retaining such
stock ownership.
2. Definitions
The following capitalized terms as used herein shall have the meanings
specified below. All other capitalized terms used herein, unless expressly
defined, shall have the meanings ascribed to them in the Plan.
(a) "Annual Retainer" means the regular annual retainer fee paid to
an Independent Director during a Plan Year.
(b) "Base Salary" means the annual base salary of the Officer as in effect
on the first day of any applicable Plan Year.
(c) "Guideline Period" means the six-year period commencing on
January 1st of the Plan Year following the later of (a) the Effective Date of
the Plan or (b) the initial appointment or election, as applicable, of the
Officer or Independent Director.
(d) "Guideline Stock" means (a) Common Stock registered in the name
of the Participant; (b) Restricted Stock granted to the Participant under the
Plan; (c) Common Stock allocable to the Participant's individual account under
the Company's 401(k) Plan and Employee Stock Purchase Plan; and (d) such other
shares of Common Stock or phantom stock units as may be designated by the
Committee as being beneficially owned by the Participant.
(e) "Holding Period" means the 30-day period preceding the end of any
Plan Year or the Guideline Period, as applicable.
3. Cumulative Guideline Targets
A. Officers
Officers of the Company are required to hold shares of Guideline Stock
having an aggregate Fair Market Value equal to the Cumulative Guideline Target
for such Officer as of the end of the Guideline Period, and at the end of each
calendar year thereafter. The Cumulative Guideline Target is determined based
on a specified multiple of the Officer's Base Salary. For purposes hereof,
only Guideline Stock that satisfies the Holding Period shall be considered in
determining whether the Cumulative Guideline Target has been satisfied. The
Cumulative Guideline Targets for Officers holding the following positions with
the Company are as follows:
Position Cumulative Guideline Target
Chief Executive Officer 5 X Base Salary
Executive Vice President 2.5 X Base Salary
Senior Vice President 1.5 X Base Salary
Vice President 1 X Base Salary
<PAGE>
B. Independent Directors
Independent Directors of the Company are required to hold shares of
Guideline Stock having an aggregate Fair Market Value equal to the Cumulative
Guideline Target for such Independent Director as of the end of the Guideline
Period, and at the end of each calendar year thereafter. The Cumulative
Guideline Target is determined by multiplying the Independent Director's
Annual Retainer by five (5). For purposes hereof, only Guideline Stock that
satisfies the Holding Period shall be considered in determining whether the
Cumulative Guideline Target has been satisfied.
4. Annual Guideline Targets
Officers and Independent Directors of the Company are required to hold
shares of Guideline Stock having an aggregate Fair Market Value equal to the
Annual Guideline Target for such Officer or Independent Director as of the end
of each Plan Year during the Guideline Period. For purposes hereof, only
Guideline Stock that satisfies the Holding Period shall be considered in
determining whether the Annual Guideline Target has been satisfied. The
Annual Guideline Targets for Officers and Independent Directors are as follows
:
End of Plan Year Annual Guideline Target
Year of Plan Adoption/Year
of Appointment or Election None
1 None
2 15% of Cumulative Target
3 35% of Cumulative Target
4 55% of Cumulative Target
5 75% of Cumulative Target
6 100% of Cumulative Target
5. Effect of Promotions
An Officer who is promoted from one Officer level to another during the
Guideline Period shall have six full Plan Years beginning with the Plan Year
following the year of the promotion to achieve the Cumulative Guideline Target
applicable to such position. The Annual Guideline Target that shall apply to
any such Officer for a Plan Year shall be the higher of the targets for each
of the current and the prior Officer position, determined by applying the
respective Annual Guideline Targets concurrently from the commencement of the
Guideline Period for each such position. Thus, for example, if an Officer is
promoted from Vice President to Senior Vice President in the third Plan Year
of his original Guideline Period, the Annual Guideline Target applicable to
such Officer at the end of the second Plan Year of his new position shall be
the greater of (i) 15% (yr. 1 guideline) of 1.5 X Base Salary (new target) or
(ii) 75% (yr. 3 guideline) of 1 X Base Salary (original target).
6. Amendments and Adjustments
The Board and the Committee reserve the right to amend or modify the
Ownership Guidelines set forth herein at any time and in whatever manner they
deem appropriate, without requirement of notice to or consent from any
affected Officer or Independent Director. The Committee has the discretionary
authority to make adjustments to the Ownership Guidelines as applied to
individual Officers or
<PAGE>
Independent Directors for purposes of the Plan, as more fully set forth in
Section 4 of the Plan.
BY (SIGNATURE) ______________________________
(NAME AND TITLE)
DATE _______________, 1998
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Policy Management Systems Corporation Restricted Stock Ownership Plan on Form
S-8 of our report dated February 10, 1998, on our audits of the consolidated
financial statements of Policy Management Systems Corporation as of December
31, 1997 and 1996, and for the years ended December 31, 1997, 1996, and 1995,
which report is included in Policy Management Systems Corporation's 1997
Annual Report on 10-K incorporated by reference herein.
PricewaterhouseCoopers, LLP
Atlanta, Georgia
November 12, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Timothy V.
Williams, G. Larry Wilson and Stephen G. Morrison and each of them (with full
power to each of them to act alone) his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any one
of them, or their substitute or substitutes, may or shall lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 19th day of November, 1998.
BY (SIGNATURE) /s/ G. Larry Wilson
(NAME AND TITLE) G. Larry Wilson, Chairman of the Board
Directors, President and Chief Executive Officer
(Principal Executive Officer)
DATE November 19, 1998
BY (SIGNATURE) /s/ Timothy V. Williams
(NAME AND TITLE) Timothy V. Williams, Executive Vice
President, Chief Financial Officer
(Principal Financial and Accounting Officer)
DATE November 19, 1998
BY (SIGNATURE) /s/ Alfred R. Berkeley
(NAME AND TITLE) Alfred R. Berkeley, Director
DATE November 19, 1998
BY (SIGNATURE) /s/ Donald W. Feddersen
(NAME AND TITLE) Donald W. Feddersen, Director
DATE November 19, 1998
BY (SIGNATURE) /s/ John M. Palms
(NAME AND TITLE) John M. Palms, Director
DATE November 9, 1998
<PAGE>
BY (SIGNATURE) /s/ Joseph D. Sargent
(NAME AND TITLE) Joseph D. Sargent, Director
DATE November 19, 1998
BY (SIGNATURE) /s/ John P. Seibels
(NAME AND TITLE) John P. Seibels, Director
DATE November 19, 1998
BY (SIGNATURE) /s/ Richard G. Trub
(NAME AND TITLE) Richard G. Trub, Director
DATE November 19, 1998
