US BANCORP \DE\
S-8, 1999-07-12
NATIONAL COMMERCIAL BANKS
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<PAGE>

As filed with the Securities and
Exchange Commission on July 12, 1999                        Registration No.___


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                          --------------------------------

                                      FORM S-8
                               REGISTRATION STATEMENT
                          Under The Securities Act of 1933

                          --------------------------------

                                    U.S. Bancorp
              (Exact name of registrant as specified in its charter)

Delaware                                                     41-0285640
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)
                                  U.S. Bank Place
                              601 Second Avenue South
                             Minneapolis, MN 55402-4302
                (Address of principal executive offices) (Zip Code)

                      BANK OF COMMERCE 1989 Stock Option Plan
                            (As Assumed by U.S. Bancorp)
                              (Full title of the plan)
                          BANK OF COMMERCE 1998 Stock Plan
                            (As Assumed by U.S. Bancorp)
                               (Full title of the plan)

                                 Lee R. Mitau, Esq.
                                    U.S. Bancorp
             601 Second Avenue South Minneapolis, Minnesota 55402-4302
                      (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>
Title of            Proposed              Proposed
securities          Amount                maximum offering       maximum aggregate        Amount of
being registered    to be registered(1)   price per share (2)    offering price (2)       registration fee
<S>                 <C>                   <C>                    <C>                      <C>
Common Stock
($1.25 par value)   775,915 shares        $33.9375               $26,332,615              $7,321
</TABLE>

(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (h) and (c), based upon the average high and low prices
of the U.S. Bancorp common stock, as reported on the New York Stock Exchange on
July 7, 1999.
<PAGE>

                                      PART II.
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by U.S. Bancorp (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:

          (a)  the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as filed February 26, 1999;

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, as filed May 13, 1999;

          (c) the Company's Current Report on Form 8-K filed January 20, 1999;

          (d)  the description of the Company's Common Stock, par value $1.25
per share, 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 Prospectus and prior to the termination of the
offering described herein.

     All documents the Company has filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") subsequent to the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities 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.

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 the 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
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
the law, (iii) under the Delaware statutory provision making directors
personally liable for unlawful payment of 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 shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. The Board of Directors
has discretion to indemnify any employee of the Company for actions arising
by reason of the employee's employment with the Company. Expenses incurred by
officers and directors in defending action, suits, or

<PAGE>

proceedings shall 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.
<TABLE>
<S>       <C>
  4.1     Restated Certificate of Incorporation, as amended. (Incorporated by
          reference to Exhibit 3.1 to the registrant's report on Form 10-Q for
          the period ended March 31, 1998.)

  4.2     Bylaws of USB, as amended.  (Incorporated by reference to Exhibit 3.1
          to the report on Form 10-Q for the quarter ended June 30, 1998.)

  4.3     Certificate of Designation and Terms of Term Participating Preferred
          Stock of U.S. Bancorp (Incorporated by reference to Exhibit 4.1 of the
          Form S-4 filed April 2, 1999)

  4.4     [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
          instruments defining the rights of holders of long-term debt are not
          filed.  U.S. Bancorp agrees to furnish a copy thereof to the
          Securities and Exchange Commission upon request.]

  4.5     Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp
          and First Chicago Trust Company of New York, as Warrant Agent and Form
          of Warrant.  (Incorporated by reference to Exhibits 4.18 and 4.19 to
          Registration Statement on Form S-3, File No. 33-61667.)

  4.6     Warrant Agreement, dated as of November 20, 1990, between Metropolitan
          Financial Corporation and American Stock Transfer and Trust Company,
          as Warrant Agent; Supplemental Warrant Agreement, dated as of
          January 24, 1995, between U.S. Bancorp and American Stock Transfer and
          Trust Company, as Warrant Agent; and Form of Warrant.  (Incorporated
          by reference to Exhibit 4E to report on Form 10-K for the year ended
          December 31, 1996.)

  4.7     Warrant Agreement, dated as of July 25, 1995, by and between Bank of
          Commerce and Chemical Mellon Shareholder Services L.L.C. as Warrant
          Agent, and Form of Warrant. (Incorporated by reference to Exhibit 4.6
          to the S-3 filed May 3, 1999, File number 333-77635)

  4.8     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 U.S. Bancorp and related documents.
          (Incorporated by reference to Exhibit 4.8-4.15 of the Company's
          Registration Statement on Form S-3, File No. 33-42650)

  5.1     Opinion and consent of Dorsey & Whitney LLP as to legality of the
          securities being registered.

 23.1     Consent of Dorsey & Whitney LLP  (Included in Exhibit 5.1.)

 23.2     Consent of Ernst & Young LLP (relating to financial statements of U.S.
          Bancorp)

 24.1     Powers of Attorney.

 99.1     Form of Proxy for Annual Meeting of Shareholders of BOC. (Incorporated
          by reference to Exhibit 99.1 to the registration statement on Form
          S-4, File No. 333-75603, filed April 2, 1999)
<PAGE>

 99.2     Articles of Incorporation of BOC. (Incorporated by reference to
          Exhibit 99.2 to the registration statement on Form S-4, File No.
          333-75603, filed April 2, 1999)

 99.3     Bylaws of BOC, as amended. (Incorporated by reference to Exhibit 99.3
          to the registration statement on Form S-4, File No. 333-75603, filed
          April 2, 1999)

 99.4     Opinion of Keefe, Bruyette & Woods, Inc. (Included as Appendix B to
          the Proxy Statement/Prospectus.) (Incorporated by reference to Exhibit
          99. 4 to the registration statement on Form S-4, File No. 333-75603,
          filed April 2, 1999)

 99.5     Agreement and Plan of Reorganization dated February 18, 1999, as
          amended and restated as of March 26, 1999, by and between USB and BOC.
          (Incorporated by reference to Exhibit 2.1 of Form S-4 filed April 2,
          1999, File Number 333-75603)  The registrant agrees to furnish a
          supplemental copy of omitted schedules to the Commission upon request.
</TABLE>

ITEM 9.  UNDERTAKINGS.

A.  POST-EFFECTIVE AMENDMENTS.

     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)  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. Nothwithstanding the forgoing, 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
     derivation 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 Fule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation 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 (i) and (ii) above will 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 Securities Exchange Act of 1934 that
are incorporated by reference in this 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.

B.  SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

<PAGE>

     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 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.

C.  CLAIMS FOR INDEMNIFICATION.

     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 such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or other
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.
<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
July 12, 1999.

                            U.S. BANCORP



                            By  /s/ John F. Grundhofer
                                ---------------------------------------------
                                John F. Grundhofer
                                Chairman, President, Chief Executive Officer and
                                Director

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

          SIGNATURE AND TITLE                                          DATE


         /s/ John F. Grundhofer                                    July 12, 1999
- --------------------------------------
  John F. Grundhofer
  Chairman, President, Chief Executive
  Officer, and Director
  (principal executive officer)


      /s/ Susan E. Lester                                          July 12, 1999
- --------------------------------------
  Susan E. Lester
  Executive Vice President and
  Chief Financial Officer
  (principal financial officer)


    /s/ Terrance R. Dolan                                          July 12, 1999
- --------------------------------------
  Terrance R. Dolan
  Senior Vice President and Controller
  (principal accounting officer)


          *                                                        July 12, 1999
- --------------------------------------
  Linda L. Ahlers
  Director


          *                                                        July 12, 1999
- --------------------------------------
  Harry L. Bettis
  Director


          *                                                        July 12, 1999
- --------------------------------------
  Arthur D. Collins, Jr.
  Director
<PAGE>

           *                                                      July 12, 1999
- --------------------------------------
  Peter H. Coors
  Director


           *                                                      July 12, 1999
- --------------------------------------
  Robert L. Dryden
  Director


           *                                                      July 12, 1999
- --------------------------------------
  Joshua Green III
  Director


           *                                                      July 12, 1999
- --------------------------------------
  Delbert W. Johnson
  Director


            *                                                     July 12, 1999
- --------------------------------------
  Joel W. Johnson
  Director


            *                                                     July 12, 1999
- --------------------------------------
  Jerry W. Levin
  Director


           *                                                      July 12, 1999
- --------------------------------------
  Edward J. Phillips
  Director


           *                                                      July 12, 1999
- --------------------------------------
  Paul A. Redmond
  Director


           *                                                      July 12, 1999
- --------------------------------------
  Richard G. Reiten
  Director


           *                                                      July 12, 1999
- --------------------------------------
  S. Walter Richey
  Director

           *                                                      July 12, 1999
- --------------------------------------
  Warren R. Staley
  Director
<PAGE>


* By      /s/ Susan E. Lester
- --------------------------------------
              Susan E. Lester
        Pro se and as Attorney-in-Fact
<PAGE>

                                    EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<C>    <S>                                                                 <S>
 4.1   Restated Certificate of Incorporation, as amended. (Incorporated
       by reference to Exhibit 3.1 to the registrant's report on Form
       10-Q for the period ended March 31, 1998.)

 4.2   Bylaws of USB, as amended.  (Incorporated by reference to Exhibit
       3.1 to the report on Form 10-Q for the quarter ended June 30,
       1998.)

 4.3   Certificate of Designation and Terms of Term Participating
       Preferred Stock of U.S. Bancorp. (Incorporated by reference to
       Exhibit 4.1 to the registration statement on Form S-4, File No.
       333-75603, filed April 2, 1999)

 4.4   [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
       instruments defining the rights of holders of long-term debt are
       not filed.  U.S. Bancorp agrees to furnish a copy thereof to the
       Securities and Exchange Commission upon request.]

 4.5   Warrant Agreement, dated as of October 2, 1995, between U.S.
       Bancorp and First Chicago Trust Company of New York, as Warrant
       Agent and Form of Warrant.  (Incorporated by reference to
       Exhibits 4.18 and 4.19 to Registration Statement on Form S-3,
       File No. 33-61667.)

 4.6   Warrant Agreement, dated as of November 20, 1990, between
       Metropolitan Financial Corporation and American Stock Transfer
       and Trust Company, as Warrant Agent; Supplemental Warrant
       Agreement, dated as of January 24, 1995, between U.S. Bancorp and
       American Stock Transfer and Trust Company, as Warrant Agent; and
       Form of Warrant.  (Incorporated by reference to Exhibit 4E to
       report on Form 10-K for the year ended December 31, 1996.)

 4.7   Warrant Agreement, dated as of July 25, 1995, by and between Bank
       of Commerce and Chemical Mellon Shareholder Services L.L.C. as
       Warrant Agent, and Form of Warrant. (Incorporated by reference to
       Exhibit 4.6 to the S-3 filed May 3, 1999, File number 333-77635)

 4.8   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 U.S. Bancorp and
       related documents. (Incorporated by reference to Exhibit 4.8-4.15
       of the Company's Registration Statement on Form S-3, File No. 33-42650

 5.1   Opinion and consent of Dorsey & Whitney LLP as to legality of the
       securities being registered.

23.1   Consent of Dorsey & Whitney LLP  (Included in Exhibit 5.1.)

23.2   Consent of Ernst & Young LLP (relating to financial statements of
       U.S. Bancorp)

24.1   Powers of Attorney.

99.1   Form of Proxy for Annual Meeting of Shareholders of BOC.
       (Incorporated by reference to Exhibit 99.1 to the registration
       statement on Form S-4, File No. 333-75603, filed April 2, 1999)

99.2   Articles of Incorporation of BOC. (Incorporated by reference to
       Exhibit 99.2 to the registration statement on Form S-4, File No.
       333-75603, filed April 2, 1999)

99.3   Bylaws of BOC, as amended.. (Incorporated by reference to Exhibit
       99.3 to the registration statement on Form S-4, File No. 333-75603,
       filed April 2, 1999)

<PAGE>

99.4   Opinion of Keefe, Bruyette & Woods, Inc. (Included as Appendix B
       to the Proxy Statement/Prospectus.) (Incorporated by reference to
       Exhibit 99.4 to the registration statement on Form S-4, File No.
       333-75603, filed April 2, 1999)

99.5   Agreement and Plan of Reorganization dated February 18, 1999, as
       amended and restated as of March 26, 1999, by and between USB and
       BOC. (Incorporated by reference to Exhibit 2.1 of Form S-4 filed
       April 2, 1999, File Number 333-75603)  The registrant agrees to
       furnish a supplemental copy of omitted schedules to the
       Commission upon request.

</TABLE>


<PAGE>

                                                                     Exhibit 5.1



                         [Opinion of Dorsey & Whitney LLP]

U.S. Bancorp
First Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302

          Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to U.S. Bancorp, a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale by the Company from time to
time of up to 775,915 shares of Common Stock, par value $1.25 per share, of
the Company (the "Shares"), upon the exercise of the options (the "Options")
under the terms of the BANK OF COMMERCE 1989 Stock Option Plan and the BANK
OF COMMERCE 1998 Stock Plan (as assumed by U.S. Bancorp in connection with
the merger of Bank of Commerce with and into a subsidiary of the Company (the
"Merger")) (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 the
opinions set forth below.

     In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to
our opinions, we have relied upon certificates of officers of the Company and
of public officials.

     Based on the foregoing, we are of the opinion that the Shares to be
issued by the Company upon exercise of the Options have been duly authorized
and, upon issuance, delivery and payment therefor in accordance with the
terms of the Plans, will be validly issued, fully paid and nonassessable.

     Our opinion expressed above are limited to the Delaware General
Corporation Law.

<PAGE>

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Dated:    July 12, 1999.

                                       Very truly yours,
                                       /s/ Dorsey & Whitney LLP

ECH


<PAGE>

                                                                    Exhibit 23.2


                          CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the BANK OF COMMERCE 1989 Stock Option Plan and the
BANK OF COMMERCE 1998 Stock Plan of U.S. Bancorp of our report dated January
20, 1999, with respect to the consolidated financial statements of U.S.
Bancorp included in its Annual Report (Form 10-K) for the year ended December
31, 1998, filed with the Securities and Exchange Commission.


Ernst & Young, LLP


Ernst & Young, LLP
Minneapolis, Minnesota
July 6, 1999

<PAGE>

Exhibit 24.1


                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester
and Terrence R. Dolan, 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 U.S. Bancorp, 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.

   SIGNATURE AND TITLE                                            DATE


                                                                  April 20, 1999
- --------------------------------------
  John F. Grundhofer
  Chairman, President, Chief Executive
  Officer, and Director
  (principal executive officer)


                                                                  April 20, 1999
- --------------------------------------
  Susan E. Lester
  Executive Vice President and
  Chief Financial Officer
  (principal financial officer)


                                                                  April 20, 1999
- --------------------------------------
  Terrance R. Dolan
  Senior Vice President and Controller
  (principal accounting officer)


   /s/ Linda L. Ahlers                                            April 20, 1999
- --------------------------------------
  Linda L. Ahlers
  Director


   /s/ Harry L. Bettis                                            April 20, 1999
- --------------------------------------
  Harry L. Bettis
  Director

   /s/ Arthur D. Collins, Jr.                                     April 20, 1999
- --------------------------------------
  Arthur D. Collins, Jr.
  Director
<PAGE>


   /s/ Peter H. Coors                                             April 20, 1999
- --------------------------------------
  Peter H. Coors
  Director


   /s/ Robert L. Dryden                                           April 20, 1999
- --------------------------------------
  Robert L. Dryden
  Director


   /s/ Joshua Green III                                           April 20, 1999
- --------------------------------------
  Joshua Green III
  Director


   /s/ Delbert W. Johnson                                         April 20, 1999
- --------------------------------------
  Delbert W. Johnson
  Director


   /s/ Joel W. Johnson                                            April 20, 1999
- --------------------------------------
  Joel W. Johnson
  Director


   /s/ Jerry W. Levin                                             April 20, 1999
- --------------------------------------
  Jerry W. Levin
  Director


   /s/ Edward J. Phillips                                         April 20, 1999
- --------------------------------------
  Edward J. Phillips
  Director


   /s/ Paul A. Redmond                                            April 20, 1999
- --------------------------------------
  Paul A. Redmond
  Director


   /s/ Richard G. Reiten                                          April 20, 1999
- --------------------------------------
  Richard G. Reiten
  Director


   /s/ S. Walter Richery                                          April 20, 1999
- --------------------------------------
  S. Walter Richey
  Director


   /s/ Warren R. Staley                                           April 20, 1999
- --------------------------------------
  Warren R. Staley
  Director


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