<PAGE>
As filed with the Securities and Exchange Commission on March 28, 1995
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
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
(Address of Principal Executive Offices) (Zip Code)
METROPOLITAN FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
AND
EDINA REALTY, INC.
SALES ASSOCIATE STOCK PURCHASE PLAN,
AS ASSUMED BY FIRST BANK SYSTEM, INC.
(Full title of the plan)
Michael J. O'Rourke, Esq. Copy to: Lee R. Mitau, Esq.
First Bank System, Inc. Dorsey & Whitney P.L.L.P.
First Bank Place Pillsbury Center South
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
(612) 973-1111
(Telephone number, including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share/(1)/ price/(1)/ fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value 25,000 $28.35 $708,750 $245
===================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are based upon the
maximum purchase price applicable to the registered shares determined in
accordance with the terms of the plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
The following documents which have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) the Company's Current Report on Form 8-K filed March 3, 1995
as amended by the Company's Current Report on Form 8-K/A filed March 7,
1995;
(c) the Company's Current Report on Form 8-K/A filed February
13, 1995 (constituting Amendment No. 4 to the Company's Current Report on
Form 8-K filed August 5, 1994); and
(d) the description of the Company's Common Stock contained in
Item 1 of the 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 that Form 8-A/A-2 dated October 6, 1994, and any amendment or report
filed for the purpose of updating such description filed subsequent to the
date of this Registration Statement and prior to the termination of the
offering described herein; and the description of the rights to purchase
preferred stock contained in Item 1 of the Company's Registration Statement
on Form 8-A dated December 21, 1988, as amended by that Form 8 Amendment
dated June 11, 1990 and 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
Registration Statement and prior to the termination of the offering
described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of filing of
such documents.
-2-
<PAGE>
Item 4. Description of Securities.
- ------ -------------------------
The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
- ------ ---------------------------------------
Not applicable.
Item 6. 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 amounts paid in settlement
in connection with actions, suits or proceedings.
Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides that a director shall not be personally liable to the
Company or its stockholders for monetary damages for 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 payment of dividends or unlawful stock purchases or
redemptions by the Company, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. Expenses incurred by
officers and directors in defending actions, suits, or proceedings may be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption From Registration Claimed.
- ------ ------------------------------------
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
- ------ --------
Exhibit
Number Description
- ------ -----------
4.1 Specimen certificate representing the Common Stock of the Company
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3, dated January 7, 1991, File No.
33-38268).
4.2 Restated Certificate of Incorporation of the Company, as amended to
date (incorporated by reference to Exhibit 2.1 to the Company's Form
8-A/A-2, dated October 6, 1994, File No. 1-6880).
4.3 Certificate of Designation for First Bank System, Inc. Series 1990A
Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment
-3-
<PAGE>
No. 1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.4 Certificate of Designation for First Bank System, Inc. Series 1991A
Convertible Preferred Stock (incorporated by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-4, File No.
33-50700).
4.5 Certificate of Designation for First Bank System, Series A Junior
Participating Preferred Stock, as amended (incorporated by reference
to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994,
File No. 1-6880).
4.6 Bylaws of the Company, as amended to date (incorporated by reference
to Exhibit 3B to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 1-6880).
4.7 Rights Agreement dated as of December 21, 1988 between the Company and
Morgan Shareholder Services Trust Company (now known as First Chicago
Trust Company of New York) (incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K filed January 5, 1989, File
No. 1-6880).
4.8 Amendment No. 1, dated as of May 30, 1990, to Rights Agreement
(incorporated by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K dated June 5, 1990, File No. 1-6880).
4.9 Amendment No. 2, dated as of February 17, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K filed March 1, 1993, File No. 1-6880).
4.10 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
Administration of Florida and First Bank System, Inc. (without
exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1
to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.11 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and First Bank
System, Inc. (incorporated by reference to Exhibit 4.9 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
-4-
<PAGE>
4.12 Second Amendment, dated as of July 18, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and First Bank
System, Inc. (incorporated by reference to Exhibit 4.10 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.13 Stock Purchase Agreement, dated as of May 30, 1990, between The State
Board of Administration of Florida and First Bank System, Inc.
(without exhibits) (incorporated by reference to Exhibit 4.11 to
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.14 Form of Periodic Stock Purchase Right (incorporated by reference to
Exhibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.15 Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13
to Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
4.16 Registration Rights Agreement, dated as of July 18, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
Board of Administration of Florida and First Bank System, Inc.
(incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
4.17 Registration Rights Agreement, dated as of July 18, 1990, between The
State Board of Administration of Florida and First Bank System, Inc.
(incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
5.1 Opinion of Dorsey & Whitney P.L.L.P.
23.1 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (relating to financial statements of the
Company).
24.1 Powers of Attorney.
-5-
<PAGE>
Item 9. Undertakings
- ------ ------------
The Company 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) 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;
(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 subparagraphs (i) and (ii) above will not
apply if the information required to be included in a post-effective amendment
by those subparagraphs is contained in periodic reports filed by the Company
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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration
-6-
<PAGE>
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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on March 28, 1995.
FIRST BANK SYSTEM, INC.
By /s/ John F. Grundhofer
--------------------------------------
John F. Grundhofer
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Name Title Date
---- ----- ----
/s/ John F. Grundhofer Chairman, President, Chief March 28, 1995
- ------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Richard A. Zona Vice Chairman and Chief March 28, 1995
- ------------------------- Financial Officer (principal
Richard A. Zona financial officer)
/s/ David J. Parrin Senior Vice President March 28, 1995
- ------------------------- and Controller
David J. Parrin (principal accounting officer)
* Director March 28, 1995
- -------------------------
Roger L. Hale
* Director March 28, 1995
- -------------------------
Delbert W. Johnson
* Director March 28, 1995
- -------------------------
John H. Kareken
* Director March 28, 1995
- -------------------------
Richard L. Knowlton
* Director March 28, 1995
- -------------------------
Kenneth A. Macke
-8-
<PAGE>
Name Title Date
---- ----- ----
* Director March 28, 1995
- -------------------------
Marilyn C. Nelson
* Director March 28, 1995
- -------------------------
Will F. Nicholson, Jr.
* Director March 28, 1995
- -------------------------
Nicholas R. Petry
* Director March 28, 1995
- -------------------------
Edward J. Phillips
* Director March 28, 1995
- -------------------------
James J. Renier
* Director March 28, 1995
- -------------------------
S. Walter Richey
* Director March 28, 1995
- -------------------------
Richard L. Robinson
* Director March 28, 1995
- -------------------------
Richard L. Schall
* Director March 28, 1995
- -------------------------
Lyle E. Schroeder
*By /s/ David J. Parrin
- -------------------------
David J. Parrin
Pro se and as Attorney-in-fact
-9-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description Page
- -------------- ----------- ----
4.1 Specimen certificate representing the Common Stock of the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-3, dated
January 7, 1991, File No. 33-38268).
4.2 Restated Certificate of Incorporation of the Company, as
amended to date (incorporated by reference to Exhibit 2.1
to the Company's Form 8-A/A-2, dated October 6, 1994,
File No. 1-6880).
4.3 Certificate of Designation for First Bank System, Inc.
Series 1990A Preferred Stock (incorporated by reference to
Exhibit 4.4 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.4 Certificate of Designation for First Bank System, Inc.
Series 1991A Convertible Preferred Stock (incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-4, File No. 33-50700).
4.5 Certificate of Designation for First Bank System, Series A
Junior Participating Preferred Stock, as amended
(incorporated by reference to Exhibit 2.4 to the Registrant's
Form 8-A/A-2 dated October 6, 1994, File No. 1-6880).
4.6 Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3B to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, File No.
1-6880).
4.7 Rights Agreement dated as of December 21, 1988 between the
Company and Morgan Shareholder Services Trust Company (now
known as First Chicago Trust Company of New York)
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K filed January 5, 1989, File No.
1-6880).
4.8 Amendment No. 1, dated as of May 30, 1990, to Rights
Agreement (incorporated by reference to Exhibit 4(a) to the
Company's Current Report on Form 8-K dated June 5, 1990,
File No. 1-6880).
<PAGE>
4.9 Amendment No. 2, dated as of February 17, 1993, to Rights
Agreement (incorporated by reference to Exhibit 4(a) to
the Company's Current Report on Form 8-K filed March 1,
1993, File No. 1-6880).
4.10 Stock Purchase Agreement, dated as of May 30, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P.,
The State Board of Administration of Florida and First Bank
System, Inc. (without exhibits) (incorporated by reference
to Exhibit 4.8 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.11 First Amendment, dated as of June 30, 1990, to Stock
Purchase Agreement among Corporate Partners, L.P.,
Corporate Offshore Partners, L.P., The State Board of
Administration of Florida and First Bank System, Inc.
(incorporated by reference to Exhibit 4.9 to Amendment
No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.12 Second Amendment, dated as of July 18, 1990, to Stock
Purchase Agreement among Corporate Partners, L.P.,
Corporate Offshore Partners, L.P., The State Board of
Administration of Florida and First Bank System, Inc.
(incorporated by reference to Exhibit 4.10 to Amendment
No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.13 Stock Purchase Agreement, dated as of May 30, 1990, between
The State Board of Administration of Florida and First Bank
System, Inc. (without exhibits) (incorporated by reference
to Exhibit 4.11 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.14 Form of Periodic Stock Purchase Right (incorporated by
reference to Exhibit 4.12 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.15 Form of Risk Event Warrant (incorporated by reference to
Exhibit 4.13 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
<PAGE>
4.16 Registration Rights Agreement, dated as of July 18, 1990,
among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and First
Bank System, Inc. (incorporated by reference to Exhibit 4.14
to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.17 Registration Rights Agreement, dated as of July 18, 1990,
between The State Board of Administration of Florida and
First Bank System, Inc. (incorporated by reference to Exhibit
4.14 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
5.1 Opinion of Dorsey & Whitney P.L.L.P.
23.1 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (relating to financial statements
of the Company).
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
[DORSEY & WHITNEY P.L.L.P. OPINION LETTERHEAD]
March 28, 1995
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 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 25,000 shares (the
"Shares") of Common Stock, par value $1.25 per share, of First Bank System, Inc.
(the "Company"), which may be issued pursuant to the Company's assumption of the
Metropolitan Financial Corporation Employee Stock Purchase Plan and the Edina
Realty, Inc. Sales Associate Stock Purchase Plan (the "Plans"). We have examined
such documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
and paid for in accordance with the Plans, will be duly authorized, validly
issued, fully paid and nonassessable, provided that (i) the purchase price is at
least equal to the par value of the Shares, and (ii) the Registration Statement
shall have become and remains effective under the Securities Act of 1933, as
amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Dorsey & Whitney P.L.L.P.
PFC
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-00000) dated March 28, 1995 pertaining to the Metropolitan Financial
Corporation Employee Stock Purchase Plan and the Edina Realty, Inc. Sales
Associate Stock Purchase Plan as assumed by First Bank System, Inc. of our
report dated January 24, 1995, with respect to the consolidated financial
statements of First Bank System, Inc. included in its Annual Report on Form 10-K
for the year ended December 31, 1994 and our report dated January 24, 1995 with
respect to the supplemental consolidated financial statements of First Bank
System, Inc. included in its Current Report on Form 8-K dated March 3, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 28, 1995
<PAGE>
Exhibit 24.1
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 David J. Parrin, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power 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 on Form S-8 of First
Bank System, Inc., and any and all amendments thereto, including post-effective
amendments, 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 the substitutes for such attorneys-in-
fact and agents, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, President, March 28, 1995
- ---------------------------------- Chief Executive Officer
John F. Grundhofer and Director
/s/ Richard A. Zona Vice Chairman and March 28, 1995
- ---------------------------------- Chief Financial Officer
Richard A. Zona (principal financial officer)
Senior Vice President March 28, 1995
- ---------------------------------- and Controller
David J. Parrin (principal accounting offier)
__________________________________ Director , 1995
Coleman Bloomfield
/s/ Roger L. Hale Director March 28, 1995
- ----------------------------------
Roger L. Hale
/s/ Delbert W. Johnson Director March 28, 1995
- ----------------------------------
Delbert W. Johnson
</TABLE>
<PAGE>
Signature Title Date
--------- ----- ----
/s/ John H. Kareken Director March 28, 1995
- --------------------------
John H. Kareken
/s/ Richard L. Knowlton Director March 28, 1995
- --------------------------
Richard L. Knowlton
/s/ Kenneth A. Macke Director March 28, 1995
- --------------------------
Kenneth A. Macke
/s/ Marilyn C. Nelson Director March 28, 1995
- --------------------------
Marilyn C. Nelson
/s/ Will F. Nicholson, Jr. Director March 28, 1995
- --------------------------
Will F. Nicholson, Jr.
/s/ Nicholas R. Petry Director March 28, 1995
- --------------------------
Nicholas R. Petry
/s/ Edward J. Phillips Director March 28, 1995
- --------------------------
Edward J. Phillips
/s/ James J. Renier Director March 28, 1995
- --------------------------
James J. Renier
/s/ S. Walter Richey Director March 28, 1995
- --------------------------
S. Walter Richey
/s/ Richard L. Robinson Director March 28, 1995
- --------------------------
Richard L. Robinson
/s/ Richard L. Schall Director March 28, 1995
- --------------------------
Richard L. Schall
<PAGE>
/s/ Lyle E. Schroeder Director March 28, 1995
- -----------------------
Lyle E. Schroeder
