<PAGE>
As filed with the Securities and Exchange Commission on February 25, 2000
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 41-0285640
(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)
WESTERN BANCORP 1993 STOCK OPTION PLAN
(As assumed by U.S. Bancorp)
(Full title of the plan)
Copies to:
Lee R. Mitau, Esq. Theodore C. Cedwell, Jr.
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum
securities to be offering price aggregate offering Amount of
to be registered Registered(1) per share (2) price (1) registration fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.25 par value) 232,245 shares $17.844 $4,144,180 $1,094
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the shares of common stock of U.S. Bancorp issuable pursuant to
the Western Bancorp 1993 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h)(1), based upon the average of the high
and low prices of U.S. Bancorp Common Stock as reported on the New York
Stock Exchange on February 24, 2000.
<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, 1999, as filed February 25, 2000; and
(b) 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 Registration Statement 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 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.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No securities are to be reoffered or resold pursuant to this Registration
Statement.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ ---------------
<S> <C>
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 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).
II-2
<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 Form of Warrant Agreements, dated as of November 5, 1996, between
Western Bancorp (formerly known as Monarch Bancorp) and certain
Warrantholders, and Form of Warrants (incorporated by reference
to Exhibit 4.5 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999).
4.17 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 Ernst & Young LLP (relating to the consolidated
financial statements of U.S. Bancorp).
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
</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. 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) under the
Securities Act 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; and
(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;
II-3
<PAGE>
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
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.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
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 (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.
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
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-4
<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 the 25th day of
February, 2000.
U.S. BANCORP
By /s/ John F. Grundhofer
-------------------------------------------
John F. Grundhofer
Chairman, 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 date indicated.
Signature and Title Date
------------------- ----
/s/ John F. Grundhofer February 25, 2000
- ---------------------------------------------
John F. Grundhofer
Chairman, Chief Executive Officer,
and Director
(principal executive officer)
/s/ Susan E. Lester February 25, 2000
- ---------------------------------------------
Susan E. Lester
Executive Vice President and
Chief Financial Officer
(principal financial officer)
/s/ Terrance R. Dolan February 25, 2000
- ---------------------------------------------
Terrance R. Dolan
Senior Vice President and Controller
(principal accounting officer)
* February 25, 2000
- ---------------------------------------------
Linda L. Ahlers
Director
* February 25, 2000
- ---------------------------------------------
Harry L. Bettis
Director
* February 25, 2000
- ---------------------------------------------
Arthur D. Collins, Jr.
Director
* February 25, 2000
- ---------------------------------------------
Peter H. Coors
Director
II-5
<PAGE>
* February 25, 2000
- ---------------------------------------------
Robert L. Dryden
Director
* February 25, 2000
- ---------------------------------------------
Joshua Green III
Director
* February 25, 2000
- ---------------------------------------------
Delbert W. Johnson
Director
- ---------------------------------------------
Joel W. Johnson
Director
* February 25, 2000
- ---------------------------------------------
Jerry W. Levin
Director
* February 25, 2000
- ---------------------------------------------
Edward J. Phillips
Director
* February 25, 2000
- ---------------------------------------------
Paul A. Redmond
Director
* February 25, 2000
- ---------------------------------------------
Richard G. Reiten
Director
* February 25, 2000
- ---------------------------------------------
S. Walter Richey
Director
- ---------------------------------------------
Warren R. Staley
Director
By /s/ Susan E. Lester
- ---------------------------------------------
Susan E. Lester
Pro se and as Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 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).
<PAGE>
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 Form of Warrant Agreements, dated as of November 5, 1996, between
Western Bancorp (formerly known as Monarch Bancorp) and certain
Warrantholders, and Form of Warrants (incorporated by reference to
Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999).
4.17 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 Ernst & Young LLP (relating to the consolidated financial
statements of U.S. Bancorp).
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 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 232,245 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 Western Bancorp 1993 Stock Option Plan (as assumed by U.S.
Bancorp in connection with the merger of Western Bancorp with and into U.S.
Bancorp (the "Merger")) (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 our
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 Plan, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the Delaware
General Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: February 25, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
TCC
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Western Bancorp 1993 Stock Option Plan of our
report dated January 18, 2000, 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, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young, LLP
Minneapolis, Minnesota
February 23, 2000
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, Chief Executive January 19, 2000
- --------------------------------- Officer and Director (principal
John F. Grundhofer executive officer)
/s/ Susan E. Lester Executive Vice President and January 19, 2000
- --------------------------------- Chief Financial Officer
Susan E. Lester (principal financial officer)
Senior Vice President and
- --------------------------------- Controller (principal
Terrance R. Dolan accounting officer)
/s/ Linda L. Ahlers Director January 19, 2000
- ---------------------------------
Linda L. Ahlers
/s/ Harry L. Bettis Director January 19, 2000
- ---------------------------------
Harry L. Bettis
/s/ Arthur D. Collins, Jr. Director January 19, 2000
- ---------------------------------
Arthur D. Collins
/s/ Peter H. Coors Director January 19, 2000
- ---------------------------------
Peter H. Coors
/s/ Robert L. Dryden Director January 19, 2000
- ---------------------------------
Robert L. Dryden
/s/ Joshua Green III Director January 19, 2000
- ---------------------------------
Joshua Green III
<PAGE>
/s/ Delbert W. Johnson Director January 19, 2000
- ---------------------------------
Delbert W. Johnson
Director
- ---------------------------------
Joel W. Johnson
/s/ Jerry W. Levin Director January 19, 2000
- ---------------------------------
Jerry W. Levin
/s/ Edward J. Phillips Director January 19, 2000
- ---------------------------------
Edward J. Phillips
/s/ Paul A. Redmond Director January 19, 2000
- ---------------------------------
Paul A. Redmond
/s/ Richard G. Reiten Director January 19, 2000
- ---------------------------------
Richard G. Reiten
/s/ S. Walter Richey Director January 19, 2000
- ---------------------------------
S. Walter Richey
Director
- ---------------------------------
Warren R. Staley
</TABLE>
