Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________
HON INDUSTRIES Inc.
(Exact name of registrant as specified in its charter)
Iowa 42-0617510
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
(Address of principal executive offices, including zip code)
_______
1995 STOCK-BASED COMPENSATION PLAN
(Full Title of the Plan)
_______
A. Mosby Harvey, Jr.
Vice President, General Counsel and Secretary
HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
(Name and address of agent for service)
_______
(319) 264-7400
(Telephone number, including area code, of agent for service)
_______
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CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed maximum Proposed Amount of
securities be registered offering price per maximum registration
to be share aggregate fee
registered offering price
Common
Stock,$1.00 153,373 $26.00(1) $3,987,698(1) $1,375
par value
(1) Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, on
the basis of the average of the high and low prices of such securities on the
Nasdaq Stock Market National Market System on July 24, 1995.
2
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PART II
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference: the Annual Report
of HON INDUSTRIES Inc. (the "Company") on Form 10-K for the fiscal year ended
December 31, 1994; the Company's quarterly report on Form 10-Q for the fiscal
quarter ended April 1, 1995; and the description of Common Stock contained in
Item 1 of its Registration Statement on Form 8-A (File No. 0-2648, filed
May 1, 1967), and all amendments and reports filed for the purpose of updating
that description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
As permitted by the Iowa Business Corporation Act ("IBCA"), the
Company's Articles of Incorporation (the "Articles") provide that no director
shall be personally liable to the Company or any stockholder for monetary
damages for breach of fiduciary duty as a director, except for: (i) a breach
of the director's duty of loyalty to the Company or its shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law; (iii) a transaction from which the director
derived an improper personal benefit; or (iv) an improper act related to the
payment of dividends or approval of a stock purchase in violation of Section
833 of the IBCA. While the Articles provide protection from awards for
monetary damages for breaches of the duty of care, it does not eliminate the
director's duty of care. Accordingly, the Articles will not affect the
availability of equitable remedies, such as an injunction, based on a
director's breach of the duty of care.
In addition, the Company's By-Laws provide that the Company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding (whether
civil, criminal, administrative, or investigative including, without
limitation, an action or suit by or in the right of the Company (collectively,
"Action")) by reason of the fact that he or she is or was a director, officer,
employee, member, if any, volunteer, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, partner,
trustee, employee, member, if any, volunteer, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan (each a "Qualified Person"). The indemnification, which
may be made in any manner not prohibited by Iowa law, may be against expenses
(including attorneys' fees), judgments, fines and amounts paid or incurred in
settlement which the Qualified Person actually and reasonably incurred in
connection with the Action. Indemnification shall not be provided in any case
for (i) a breach of a person's duty of loyalty to the Company; (ii) acts or
3
omissions not in good faith or which involve intentional misconduct or knowing
violation of the law; (iii) a transaction from which the person derives an
improper personal benefit; or (iv) proceedings by or in the right of the
Company unless permitted by the IBCA. The By-Laws also provide that a
Qualified Person shall be indemnified against actually and reasonably incurred
expenses in connection with any Action to the extent such Qualified Person has
been successful on the merits or otherwise in defense of such Action or in the
defense of any claim, issue or matter therein.
The Company has director and officer liability insurance in the amount
of $20,000,000, under which each director and each of certain officers of the
Company is insured against certain liabilities.
Item 8. Exhibits
4.1 Certificate of Incorporation, as amended, incorporated by
reference to Exhibit (3)(a) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1988.
4.2 By-Laws, as amended, incorporated by reference to Exhibit (3) to
the Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993.
4.3 1995 Stock-Based Compensation Plan, incorporated by reference to
Exhibit A to the Company's proxy statement dated March 24, 1995,
related to the Company's annual meeting of shareholders held on
May 9, 1995.
4.4 Rights Agreement dated as of July 7, 1988 between the Company and
First Chicago Trust Company of New York, incorporated by reference
to Exhibit 1 to Registration Statement on Form 8-A filed July 12,
1988, as amended by amendment dated as of May 1, 1990,
incorporated by reference to Exhibit 1 to Amendment No. 1 to
Registration Statement on Form 8 filed May 29, 1990.
5.1 Opinion of Jeffrey D. Fick, Senior Counsel, HON INDUSTRIES Inc. as
to the validity of securities registered hereunder.
23.1 Consent of Jeffrey D. Fick, Senior Counsel, HON INDUSTRIES Inc.
(set forth in his opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
4
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Item 9. Undertakings
A. 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; (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 paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 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. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. 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 provisions described in Item 6 of
this Registration Statement, 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 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.
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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 Muscatine, State of Iowa, on July
25, 1995.
HON INDUSTRIES Inc.
By: /s/ Jack D. Michaels
Jack D. Michaels
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 25, 1995.
/s/ Stanley M. Howe
Stanley M. Howe
Chairman of the Board
and Director
/s/ Jack D. Michaels
Jack D. Michaels
President and CEO, Principal
Executive Officer, and
Director
/s/ Melvin L. McMains
Melvin L. McMains
Controller and Principal
Accounting Officer
*
Robert W. Cox
Director
*
W. James Farrell
Director
*
Lee Liu
Director
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*
Celeste C. Michalski
Director
*
Michael S. Plunkett
Director
*
Herman J. Schmidt
Director
*
Richard H. Stanley
Director
*
Jan K. Ver Hagen
Director
*
Lorne R. Waxlax
Director
* The undersigned by signing his name hereunto has hereby signed this
Registration Statement on behalf of the above-named officers and directors, on
July 25, 1995, pursuant to a power of attorney executed on behalf of each such
officer and director and filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement.
By: /s/ Jack D. Michaels
Jack D. Michaels
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EXHIBIT INDEX
Sequential
Number Description Page Number
4.1 Certificate of Incorporation, as ---
amended, incorporated by reference to
Exhibit (3)(a) to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1988.
4.2 By-Laws, as amended, incorporated by ---
reference to Exhibit (3) to the
Company's Annual Report on Form
10-K for the fiscal year ended
January 2, 1993.
4.3 1995 Stock-Based Compensation Plan, ---
incorporated by reference to Exhibit A
to the Company's proxy statement dated
March 24, 1995, related to the
Company's annual meeting of
shareholders held on May 9 1995.
4.4 Rights Agreement dated as of July 7, ---
1988 between the Company and First
Chicago Trust Company of New York,
incorporated by reference to Exhibit 1
to Registration Statement on Form 8-A
filed July 12, 1988, as amended by
amendment dated as of May 1, 1990,
incorporated by reference to Exhibit 1
to Amendment No. 1 to Registration
Statement on Form 8 filed May 29,
1990.
5.1 Opinion of Jeffrey D. Fick, Senior 10
Counsel, HON INDUSTRIES Inc. as to
the validity of securities registered
hereunder.
8
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23.1 Consent of Jeffrey D. Fick, Senior ---
Counsel, HON INDUSTRIES Inc. (set
forth in their opinion filed as Exhibit
5.1 to this Registration Statement).
23.2 Consent of Ernst & Young LLP. 11
24 Powers of Attorney. 12-20
9
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Exhibit 5.1
[Letterhead of HON INDUSTRIES Inc.]
July 25, 1995
HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
Re: 1995 Stock-Based Compensation Plan
Ladies and Gentlemen:
I, Senior Counsel of HON INDUSTRIES Inc., an Iowa corporation (the "Company"),
have acted as counsel for the Company in connection with the 1995 Stock-Based
Compensation Plan (the "Plan"). I have examined such documents, records and
matters of law as I have deemed necessary for purposes of this opinion, and
based thereupon I am of the opinion that the 153,373 shares of Common Stock,
$1.00 par value per share, that are the subject of the Company's Registration
Statement on Form S-8 and that may be issued or transferred and sold pursuant
to the Plan (the "Shares") will be, when issued or transferred and sold in
accordance with the Plan, duly authorized, validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares under the Securities Act of 1933.
Sincerely,
/s/ Jeffrey D. Fick
Jeffrey D. Fick
Senior Counsel
10
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) and related prospectus pertaining to the 1995 Stock-Based
Compensation Plan of HON INDUSTRIES Inc. of our report dated February 1, 1995,
with respect to the consolidated financial statements and schedule of HON
INDUSTRIES Inc. and subsidiaries included in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chicago, Illinois
July 19, 1995
11
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Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of
July , 1995.
/s/ Robert W. Cox
Robert W. Cox
12
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
July , 1995.
/s/ W. James Farrell
W. James Farrell
13
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
July , 1995.
/s/ Lee Liu
Lee Liu
14
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for her
and in her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as she might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of
July , 1995.
/s/ Celeste C. Michalski
Celeste C. Michalski
15
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
July , 1995.
/s/ Michael S. Plunkett
Michael S. Plunkett
16
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
July , 1995.
/s/ Herman J. Schmidt
Herman J. Schmidt
17
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint
Stanley M. Howe and Jack D. Michaels, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of the
Company's Common Stock, $1.00 par value, pursuant to the Company's 1995 Stock-
Based Compensation Plan and to sign any and all amendments (including post-
effective amendments) thereto, and to file the same, with exhibits and schedules
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
July , 1995.
/s/ Richard H. Stanley
Richard H. Stanley
18
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of
July , 1995.
/s/ Jan K. Ver Hagen
Jan K. Ver Hagen
19
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe and Jack D. Michaels, and each of them, as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 relating to the registration of shares of
the Company's Common Stock, $1.00 par value, pursuant to the Company's 1995
Stock-Based Compensation Plan and to sign any and all amendments (including
post-effective amendments) thereto, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
July , 1995.
/s/ Lorne R. Waxlax
Lorne R. Waxlax
20
