<PAGE>
As filed with the Securities and Exchange Commission on March 3, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------
FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(612) 973-1111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael J. O'Rourke Copy to:
First Bank System, Inc. Lee R. Mitau
First Bank Place Dorsey & Whitney
601 Second Avenue South 2200 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402
(612) 973-1111 (612) 340-2780
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
-------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
-------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.25 par value) 526,000 $32.875 $17,292,250 $5,963
===============================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based upon
the average of the high and low sales prices for such Common Stock on March 1,
1994, as reported on the New York Stock Exchange.
-------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
FIRST BANK SYSTEM, INC.
__________
526,000 SHARES
OF
COMMON STOCK
($1.25 PAR VALUE)
__________
This Prospectus relates to an aggregate of 526,000 shares (the "Shares") of
Common Stock, par value $1.25 per share (the "Common Stock"), of First Bank
System, Inc., a Delaware corporation (the "Company"), that may be sold from time
to time by the stockholders named herein (the "Selling Stockholders"). See
"Selling Stockholders." The Company will not receive any proceeds from the sale
of the Shares. The Company has agreed to pay the expenses of registration of
the Shares, including legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the New York Stock Exchange, in brokerage transactions at prevailing market
prices or in transactions at negotiated prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the New York Stock Exchange. On March 1,
1994, the closing price of the Common Stock on the New York Stock Exchange was
$32.75 per share.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that information herein is correct as of any time subsequent to the
date hereof.
The date of this Prospectus is _______________, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Common Stock of the Company is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. This Prospectus does not contain all
the information set forth in the Registration Statement and exhibits thereto
which the Company has filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended December 31, 1993;
and
(b) the description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A dated March 19, 1984, as
amended in its entirety by that Form 8 Amendment dated February 26, 1993, and
any amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
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 shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Ann E. Underbrink, First Bank System, Inc., First Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402-4302, telephone number (612)
973-1111.
-2-
<PAGE>
FIRST BANK SYSTEM, INC.
GENERAL
The Company is a regional bank holding company headquartered in
Minneapolis, Minnesota. The Company is comprised of nine banks, five trust
companies and several nonbank subsidiaries with more than 200 offices primarily
in Minnesota, Colorado, Montana, North Dakota, South Dakota and Wisconsin.
Through its subsidiaries, the Company provides commercial and agricultural
finance, consumer banking, trust, capital markets, cash management, investment
management, data processing, leasing, mortgage banking and brokerage services.
At December 31, 1993, the Company and its consolidated subsidiaries had
consolidated assets of $26.4 billion, consolidated deposits of $21.0 billion and
shareholders' equity of $2.2 billion.
The subsidiary banks of the Company engage in general commercial banking
business, principally in domestic markets, and provide banking and ancillary
services to individuals, businesses, institutional organizations, governmental
entities and other financial institutions. The largest subsidiary bank, First
Bank National Association ("FBNA"), had assets of $15.7 billion at December 31,
1993.
The Company is a legal entity separate and distinct from its banking and
non-banking affiliates. The principal sources of the Company's income are
dividends, interest and fees from FBNA and the other banking and non-banking
affiliates. The bank subsidiaries of the Company, including FBNA (the "Banks"),
are subject to certain restrictions imposed by federal law on any extensions of
credit to, and certain other transactions with, the Company and certain other
affiliates, and on investments in stock or other securities thereof. Such
restrictions prevent the Company and such other affiliates from borrowing from
the Banks unless the loans are secured by various types of collateral. Further,
such secured loans, other transactions and investments by any of the Banks are
generally limited in amount as to the Company and as to each of such other
affiliates to 10% of such Bank's capital and surplus and as to the Company and
all of such other affiliates to an aggregate of 20% of such Bank's capital and
surplus. In addition, payment of dividends to the Company by the subsidiary
banks is subject to ongoing review by banking regulators and is subject to
various statutory limitations and in certain circumstances requires approval by
banking regulatory authorities.
The Company was incorporated under Delaware law in 1929 and has functioned
as a multi-bank holding company since that time. Its principal executive
offices are located at First Bank Place, 601 Second Avenue South, Minneapolis,
Minnesota 55402-4302 (telephone (612) 973-1111). For further information
concerning the Company, see the Company documents incorporated by reference
herein as described under "Incorporation of Certain Documents by Reference."
-3-
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders are Robert J. Buscher, through a revocable trust
which was created and is controlled by him, and Brad J. Buscher. The Selling
Stockholders are the sole former shareholders of American Bancshares of Mankato,
Inc. ("ABMI"), and Brad Buscher is the sole former shareholder of Eagle
Insurance Agency, Inc. ("Eagle"). The Selling Stockholders acquired the Shares
in connection with the merger of ABMI with and into the Company (the "ABMI
Merger") and in connection with the merger of Eagle Insurance Agency, Inc.
("Eagle") with and into First System Agencies, Inc. ("FSA"), a wholly owned
subsidiary of the Company (the "Eagle Merger" and, together with the ABMI
Merger, "the Mergers"). Pursuant to the Mergers, all of the outstanding shares
of the common stock of ABMI and Eagle were converted into shares of the
Company's Common Stock.
Prior to the ABMI Merger, ABMI was a registered bank holding company duly
organized under the laws of the State of Minnesota, and its business consisted
primarily of the ownership, supervision, and control of American Bank Mankato, a
Minnesota corporation and wholly owned subsidiary of ABMI. Prior to the Eagle
Merger, Eagle was an insurance agency duly organized under the laws of the State
of Minnesota, and its business consisted primarily of providing insurance agency
services.
Pursuant to the ABMI Merger, the Selling Stockholders received 510,000 of
the Shares, with Robert Buscher's trust receiving 264,129 Shares and Brad
Buscher receiving 245,871 Shares. Pursuant to the Eagle Merger, Brad Buscher,
the sole shareholder of Eagle, received an additional 16,000 Shares, for an
aggregate of 261,871 Shares of the Company.
Robert Buscher does not own, directly or indirectly, any shares of the
Company's Common Stock other than the Shares offered hereby. Brad Buscher owns
129 shares of the Company's Common Stock other than the Shares offered hereby.
Prior to the Mergers, the Selling Stockholders served as officers and directors
of ABMI, and Brad Buscher served as an officer and director of Eagle. However,
neither Robert Buscher nor Brad Buscher will be employed by the Company
following the Mergers.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Stockholders for their
own accounts. The Company will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to pay the expenses
of registration of the Shares, including legal and accounting fees.
The Selling Stockholders may offer and sell the Shares from time to time in
transactions on the New York Stock Exchange, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus,
the Company is not aware of any agreement, arrangement or understanding between
any broker or dealer and the Selling Stockholders.
The Selling Stockholders and any brokers or dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of Shares as principals
may be deemed underwriting compensation under the Securities Act.
-4-
<PAGE>
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1993 have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney, 220 South Sixth Street, Minneapolis, Minnesota
55402. The Dorsey & Whitney firm and certain of its members are indebted to and
have other banking and trust relationships with certain banking subsidiaries of
the Company.
-5-
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee................ $ 5,963
Accounting Fees and Expenses........ 1,000
Legal Fees and Expenses............. 3,000
Miscellaneous....................... 1,037
-------
Total........................... $10,000
=======
</TABLE>
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Ninth of the Company's Restated Certificate of Incorporation, as
amended, provides that a director shall not be liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
the Delaware statutory provision making directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions or (iv) for any
transaction for which the directors derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of the
Company and certain others shall be indemnified to substantially the same extent
permitted by Delaware law.
The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney regarding legality.
23.1 Consent of Ernst & Young.
23.2 Consent of Dorsey & Whitney (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE>
(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 to such information in the 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 in the information set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
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 Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on March 3,
1994.
FIRST BANK SYSTEM, INC.
By /s/ John F. Grundhofer
---------------------------------
John F. Grundhofer
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature and Title Date
- ------------------- ----
/s/ John F. Grundhofer March 3, 1994
- --------------------------------------------
John F. Grundhofer
Chairman, President, Chief Executive Officer
and Director (principal executive officer)
/s/ Richard A. Zona March 3, 1994
- --------------------------------------------
Richard A. Zona
Vice Chairman and Chief Financial Officer
(principal financial officer)
/s/ Susan E. Lester March 3, 1994
- --------------------------------------------
Susan E. Lester
Executive Vice President and Controller
(principal accounting officer)
- --------------------------------------------
Coleman Bloomfield, Director
ROGER L. HALE* March 3, 1994
- --------------------------------------------
Roger L. Hale, Director
DELBERT W. JOHNSON* March 3, 1994
- --------------------------------------------
Delbert W. Johnson, Director
JOHN H. KAREKEN* March 3, 1994
- --------------------------------------------
John H. Kareken, Director
II-3
<PAGE>
RICHARD L. KNOWLTON* March 3, 1994
- --------------------------------------------
Richard L. Knowlton, Director
KENNETH A. MACKE* March 3, 1994
- --------------------------------------------
Kenneth A. Macke, Director
THOMAS F. MADISON* March 3, 1994
- --------------------------------------------
Thomas F. Madison, Director
MARILYN C. NELSON* March 3, 1994
- --------------------------------------------
Marilyn C. Nelson, Director
WILL F. NICHOLSON, JR.* March 3, 1994
- --------------------------------------------
Will F. Nicholson, Jr., Director
NICHOLAS R. PETRY* March 3, 1994
- --------------------------------------------
Nicholas R. Petry, Director
EDWARD J. PHILLIPS* March 3, 1994
- --------------------------------------------
Edward J. Phillips, Director
JAMES J. RENIER* March 3, 1994
- --------------------------------------------
James J. Renier, Director
S. WALTER RICHEY* March 3, 1994
- --------------------------------------------
S. Walter Richey, Director
RICHARD L. ROBINSON* March 3, 1994
- --------------------------------------------
Richard L. Robinson, Director
- --------------------------------------------
Richard L. Schall, Director
LYLE E. SCHROEDER* March 3, 1994
- --------------------------------------------
Lyle E. Schroeder, Director
*By /s/ Susan E. Lester
----------------------------------------
Susan E. Lester
Pro se and as Attorney-in-Fact
II-4
<PAGE>
EXHIBIT 5
(DORSEY & WHITNEY LETTERHEAD)
March 2, 1994
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55480
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 that you intend
to file with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the purpose of registering an aggregate of 526,000
shares (the "Shares") of the Company's Common Stock, par value $1.25 per share.
We have examined such documents as we have considered necessary for the purposes
of this opinion. In rendering this opinion, we have assumed for purposes of this
opinion that the Shares will be issued as described in the Registration
Statement.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as described in the
Registration Statement will be, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: March 2, 1994
Very truly yours,
/s/ Dorsey & Whitney
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and the related Prospectus of First Bank
System, Inc. for the registration of 526,000 shares of its common stock and to
the incorporation by reference therein of our report dated January 13, 1994,
with respect to the consolidated financial statements of First Bank System, Inc.
included in its Annual Report (Form 10-K) for the year ended December 1, 1993,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Minneapolis, Minnesota
March 2, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael J. O'Rourke, Richard A. Zona and
Susan E. Lester and each of them, his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign a registration statement, and any and all amendments
thereto, including post-effective amendments, on Form S-3 for the registration
under the Securities Act of 1933 of 526,000 shares of Common Stock of First Bank
System, Inc. ("FBS"), which may be sold by certain stockholders of FBS from time
to time, 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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ John F. Grundhofer Chairman, President, Chief February 16, 1994
- -------------------------- Officer and Director
John F. Grundhofer (principal executive officer)
Vice Chairman and Chief Financial February __, 1994
- -------------------------- Officer (principal financial
Richard A. Zona officer)
Executive Vice President and February __, 1994
- -------------------------- Controller (principal accounting
Susan E. Lester officer)
Director February __, 1994
- --------------------------
Coleman Bloomfield
/s/ Roger L. Hale Director February 16, 1994
- --------------------------
Roger L. Hale
/s/ John H. Kareken Director February 16, 1994
- --------------------------
John H. Kareken
/s/ Delbert W. Johnson Director February 16, 1994
- --------------------------
Delbert W. Johnson
/s/ Richard L. Knowlton Director February 16, 1994
- --------------------------
Richard L. Knowlton
/s/ Kenneth A. Macke Director February 16, 1994
- --------------------------
Kenneth A. Macke
<PAGE>
/s/ Thomas F. Madison Director February 16, 1994
- ---------------------------
Thomas F. Madison
/s/ Marilyn C. Nelson Director February 16, 1994
- ---------------------------
Marilyn C. Nelson
/s/ Will F. Nicholson Director February 16, 1994
- ---------------------------
Will F. Nicholson
/s/ Nicholas R. Petry Director February 16, 1994
- ---------------------------
Nicholas R. Petry
/s/ Edward J. Phillips Director February 16, 1994
- ---------------------------
Edward J. Phillips
/s/ James J. Renier Director February 16, 1994
- ---------------------------
James J. Renier
/s/ S. Walter Richey Director February 16, 1994
- ---------------------------
S. Walter Richey
/s/ Richard L. Robinson Director February 16, 1994
- ---------------------------
Richard L. Robinson
Director February , 1994
- ---------------------------
Richard L. Schall
/s/ Lyle E. Schroeder Director February 16, 1994
- ---------------------------
Lyle E. Schroeder
2
