<PAGE>
As filed with the Securities and Exchange Commission on April 23, 1999
Registration No. 333-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
(Address of Principal Executive Offices) (Zip Code)
U.S. BANCORP
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
Lee R. Mitau, Esq. Copy to: Patrick F. Courtemanche, Esq.
U.S. Bancorp Dorsey & Whitney LLP
U.S. 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)
---------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 29,000,000 $37.125 $1,076,625,000 $299.302
par value
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents additional shares of
Common Stock that may be issued pursuant to the plan in addition to shares
registered under predecessor plans.
(2) Determined in accordance with Rule 457(h)(1).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
-2-
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that 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 year ended December
31, 1998;
(b) the Company's Current Report on Form 8-K filed January 20, 1999;
(c) 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 Prospectus 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 (the "Exchange Act"),
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.
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 settlements in connection
with litigation.
-3-
<PAGE>
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 actions, suits, or 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.
Exhibit
Number Description
- ------ -----------
4.1 Specimen certificate representing the Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated August 7, 1997).
4.2 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
4.3 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998).
4.4 Certificate of Designation and Terms of Term Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-4,
File No. 333-75603).
-4-
<PAGE>
4.5 Certificate of Designation for the Company's 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).
4.6 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 the Company (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).
4.7 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
the Company (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).
4.8 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
the Company (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).
4.9 Stock Purchase Agreement, dated as of May 30, 1990, between The
State Board of Administration of Florida and the Company (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).
4.10 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).
4.11 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).
4.12 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 the Company
(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-
<PAGE>
4.13 Registration Rights Agreement, dated as of July 18, 1990, between
The State Board of Administration of Florida and the Company
(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).
4.14 Warrant Agreement, dated as of October 2, 1995, between the
Company 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 the Company's Registration Statement on Form
S-3, File No. 33-61667).
4.15 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 the Company and
American Stock Transfer and Trust Company, as Warrant Agent; and
Form of Warrant (incorporated by reference to Exhibit 4E to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996).
4.16 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. The Company agrees to furnish a copy thereof to the
Securities and Exchange Commission upon request.
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
the Company.
24.1 Powers of Attorney.
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, as amended (the "Securities Act");
-6-
<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 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% 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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
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 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
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
-7-
<PAGE>
Exchange 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 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
Securities Act and will be governed by the final adjudication of such issue.
-8-
<PAGE>
SIGNATURES
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 Minneapolis, State of Minnesota, on April ___, 1999.
U.S. BANCORP
/s/ John F. Grundhofer
-------------------------------------------------
John F. Grundhofer
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Title Date
--------- ----- ----
/s/ John F. Grundhofer Chairman, President, Chief April 23, 1999
- --------------------------- Executive Officer and
John F. Grundhofer Director (principal
executive officer)
/s/ Susan E. Lester Executive Vice President and April 23, 1999
- --------------------------- Chief Financial Officer
Susan E. Lester principal financial officer)
/s/ Terrance R. Dolan Senior Vice President and April 23, 1999
- --------------------------- Controller (principal
Terrance R. Dolan accounting officer)
* Director April 23, 1999
- ---------------------------
Linda L. Ahlers
* Director April 23, 1999
- ---------------------------
Harry L. Bettis
* Director April 23, 1999
- ---------------------------
Arthur D. Collins, Jr.
* Director April 23, 1999
- ---------------------------
Peter H. Coors
* Director April 23, 1999
- ---------------------------
Robert L. Dryden
* Director April 23, 1999
- ---------------------------
Joshua Green III
<PAGE>
* Director April 23, 1999
- ---------------------------
Delbert W. Johnson
* Director April 23, 1999
- ---------------------------
Jerry W. Levin
* Director April 23, 1999
- ---------------------------
Edward J. Phillips
* Director April 23, 1999
- ---------------------------
Paul A. Redmond
* Director April 23, 1999
- ---------------------------
Richard G. Reiten
* Director April 23, 1999
- ---------------------------
S. Walter Richey
* Director April 23, 1999
- ---------------------------
Warren R. Staley
*By /s/ Terrance R. Dolan
---------------------
Terrance R. Dolan
Pro se and as Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Specimen certificate representing the Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated August 7, 1997).
4.2 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
4.3 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998).
4.4 Certificate of Designation and Terms of Term Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-4,
File No. 333-75603).
4.5 Certificate of Designation for the Company's 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).
4.6 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 the Company (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).
4.7 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
the Company (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).
4.8 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
the Company (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).
4.9 Stock Purchase Agreement, dated as of May 30, 1990, between The
State Board of Administration of Florida and the Company (without
exhibits) (incorporated by
<PAGE>
reference to Exhibit 4.11 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.10 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).
4.11 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).
4.12 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 the Company
(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).
4.13 Registration Rights Agreement, dated as of July 18, 1990, between
The State Board of Administration of Florida and the Company
(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).
4.14 Warrant Agreement, dated as of October 2, 1995, between the
Company 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 the Company's Registration Statement on Form
S-3, File No. 33-61667).
4.15 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 the Company and
American Stock Transfer and Trust Company, as Warrant Agent; and
Form of Warrant (incorporated by reference to Exhibit 4E to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996).
4.16 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. The Company agrees to furnish a copy thereof to the
Securities and Exchange Commission upon request.
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).
<PAGE>
23.2 Consent of Ernst & Young LLP relating to financial statements of
the Company.
24.1 Powers of Attorney.
-13-
<PAGE>
Exhibit 5.1
[DORSEY & WHITNEY LLP OPINION LETTERHEAD]
April 23, 1999
U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
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 relating to
the sale by the Company from time to time of up to 29,000,000 shares of Common
Stock, par value $1.25 per share, of the Company (the "Shares"), issuable
pursuant to the terms of the Company's 1999 Stock Incentive Plan (the "Plan").
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 have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the Delaware General
Corporation Law. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
<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 U.S. Bancorp 1999 Stock Incentive Plan 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.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 19, 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 Terrance
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 Title Date
--------- ----- ----
John F. Grundhofer Chairman, President, April 23, 1999
- ------------------------------ Chief Executive Officer
John F. Grundhofer and Director (principal
executive officer)
/s/ Susan E. Lester Executive Vice April 23, 1999
- ------------------------------ President and Chief
Susan E. Lester Financial Officer
(principal financial
officer)
/s/ Terrance R. Dolan Senior Vice President April 23, 1999
- ------------------------------ and Controller
Terrance R. Dolan (principal accounting
officer)
/s/ Linda L. Ahlers Director April 23, 1999
- ------------------------------
Linda L. Ahlers
/s/ Harry L. Bettis Director April 23, 1999
- ------------------------------
Harry L. Bettis
/s/ Arthur D. Collins, Jr. Director April 23, 1999
- ------------------------------
Arthur D. Collins, Jr.
/s/ Peter H. Coors Director April 23, 1999
- ------------------------------
Peter H. Coors
/s/ Robert L. Dryden Director February 17, 1999
- ------------------------------
Robert L. Dryden
-1-
<PAGE>
/s/ Joshua Green III Director February 17, 1999
- ------------------------------
Joshua Green III
/s/ Delbert W. Johnson Director April 23, 1999
- ------------------------------
Delbert W. Johnson
/s/ Jerry W. Levin Director April 23, 1999
- ------------------------------
Jerry W. Levin
/s/ Edward J. Phillips Director February 17, 1999
- ------------------------------
Edward J. Phillips
/s/ Paul A. Redmond Director April 23, 1999
- ------------------------------
Paul A. Redmond
/s/ Richard G. Reiten Director February 17, 1999
- ------------------------------
Richard G. Reiten
/s/ S. Walter Richey Director April 23, 1999
- ------------------------------
S. Walter Richey
/s/ Warren R. Staley Director February 17, 1999
- ------------------------------
Warren R. Staley
