<PAGE> 1
As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MERCK & CO., INC.
(Exact Name of issuer As Specified in Its Charter)
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Address of Principal Executive Offices)
NEW JERSEY 22-1109110
(State of Incorporation) (I.R.S. Employer Identification No.)
SIBIA NEUROSCIENCES, INC. 1981 EMPLOYEE STOCK OPTION PLAN
SIBIA NEUROSCIENCES, INC. 1992 STOCK OPTION AND RESTRICTED STOCK PLAN
SIBIA NEUROSCIENCES, INC. 1996 EQUITY INCENTIVE PLAN
SIBIA NEUROSCIENCES, INC. 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
SIBIA NEUROSCIENCES, INC. MANAGEMENT CHANGE-OF-CONTROL PLAN
(Full Title of the Plans)
CELIA A. COLBERT
Vice President, Secretary & Assistant General Counsel
MERCK & CO., INC.
P.O. Box 100
Whitehouse Station, New Jersey 08889-0100
(908) 423-1000
(Name, Address and Telephone Number of Agent for Service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities to be Amount to Proposed maximum offering Proposed maximum Amount of
Registered be Registered price per share* aggregate offering price registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01
per share) 154,001 shares $79.O3 $12,170,699.03 $3,383.45
================================================================================================================================
</TABLE>
* The prices stated above are estimated solely for the purpose of determining
the registration fee and are based on the average of the high and low market
prices of the stock as reported on the composite tape of New York Stock
Exchange listed issues on November 24, 1999.
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant (Exchange Act File No.
1-3305) with the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:
(a) Annual Report on Form 10-K, filed March 24, 1999 for the fiscal year
ended December 31, 1998;
(b) Quarterly Report on Form 10-Q filed on May 12, 1999 for the quarter
ended March 31, 1999;
(c) Form 10-K/A filed on June 11, 1999, amending the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998;
(d) Quarterly Report on Form 10-Q filed on August 12, 1999 for the quarter
ended June 30, 1999;
(e) Quarterly Report on Form 10-Q filed on November 12, 1999 for the quarter
ended September 30, 1999;
(f) Proxy Statement for the Annual Meeting of Stockholders held on April 27,
1999; and
(g) The descriptions of the Common Stock of the registrant set forth in the
registrant's Registration Statements pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of
updating such description.
All documents filed by the registrant pursuant to Section 13, 14 or
15(d) of the Exchange Act from the date hereof and prior to the termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference herein and to be part hereof from
2
<PAGE> 3
the date of filing of such documents. An Exhibit Index can be found on page 13
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock will be passed upon for the Company
by Celia A. Colbert, Vice President, Secretary & Assistant General Counsel of
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New Jersey Business Corporation Act provided that a New Jersey
corporation has the power to indemnify a director or officer against his or her
expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer, other than a proceeding by or in the right of the corporation, if
such a director or officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director or officer may be entitled under a certificate of incorporation,
bylaw, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved in a knowing violation of law or (c) resulted in receipt by
the director or officer of an improper personal benefit.
3
<PAGE> 4
The Company's Restated Certificate of Incorporation provides that, to the
fullest extent permitted by the laws of the State of New Jersey, directors and
officers of the Company shall not be personally liable to the Company or its
stockholders for damages for breach of any duty owed to the Company or its
stockholders, except that a director or officer shall not be relieved from
liability for any breach of duty based upon an act or omission (a) in breach of
such person's duty of loyalty to the Company or its stockholders, (b) not in
good faith or involving a knowing violation of law or (c) resulting in receipt
by such person of an improper personal benefit.
The By-Laws of the Company provide that a former, present or future
director, officer or employee of the Company or the legal representative of any
such director, officer or employee shall be indemnified by the Company:
(a) against reasonable costs, disbursements and counsel fees paid or
incurred where such person has been successful in the defense on the merits or
otherwise of any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action, suit, or
proceeding or in defense of any claim, issue or matter therein, brought by
reason of such person's being or having been such director, officer or employee,
and
(b) with respect to the defense of any such action, suit, proceeding,
inquiry or investigation for which indemnification is not made under (a) above,
against reasonable costs, disbursements (which shall include amounts paid in
satisfaction of settlements, judgments, fines and penalties, exclusive, however,
of any amount paid or payable to the Company) and counsel fees if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Company, and in connection with any
criminal proceedings such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the applicable
standard of conduct was met to be made by a majority of the members of the Board
of Directors (sitting as a Committee of the Board) who were not parties to such
inquiry, investigation, action, suit or proceeding or by any one or more
disinterested counsel to whom the question may be referred by the Board of
Directors; provided, however, in connection with any proceeding by or in the
right of the Company, no
4
<PAGE> 5
indemnification shall be provided as to any person adjudged by any court to be
liable to the Company except as and to the extent determined by such court.
The Company enters into indemnification agreements with its directors and
officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that the Company agrees to hold harmless and
indemnify its directors and officers to the fullest extent authorized or
permitted by the Business Corporation Act of the State of New Jersey, or any
other applicable law, or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification that is adopted after the date
hereof. Without limiting the generality of the foregoing, the Company agrees to
hold harmless and indemnify its directors and officers to the fullest extent
permitted by applicable law against any and all expenses, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by its directors and
officers in connection with the defense of any present or future threatened,
pending, or completed claim, action, suit, or proceeding by reason of the fact
that they were, are, shall be, or shall have been a director or officer of the
Company, or are or were serving, shall serve, or shall have served, at the
request of the Company, as director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
5
<PAGE> 6
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- -------------------------------------------------------------------------------------
<S> <C> <C>
3(a) -- Restated Certificate of Incorporated by reference to Form
Incorporation of the 10-K Annual Report for the fiscal
registrant (May 6, 1992) year ended December 31, 1992
3(b) -- Certificate of Amendment Incorporated by reference to Form
to the Certificate of 10-K Annual Report for the fiscal
Incorporation of Merck & Co. year ended December 31, 1998
Inc. (as amended January 14,
1999, effective February
16, 1999)
3(c) -- By-Laws of the registrant Incorporated by reference to Form
(as amended effective 10-Q Quarterly Report for the
February 25, 1997) period ended March 31, 1997
5 -- Opinion of Consent of Filed with this Registration
Celia A. Colbert, Vice Statement
President, Secretary and
Assistant General Counsel
of registrant
23 -- Consent of Arthur Included at Page 12 of this
Andersen LLP Registration Statement
24 -- Certified Resolution of Filed with this Registration
Board of Directors and Statement
Power of Attorney
- -------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 7
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement 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.
(b) 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.
(c) 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.
2. 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.
3. 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
7
<PAGE> 8
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.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the issuer
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Whitehouse Station and the State of New Jersey on the
29th day of November 1999.
MERCK & CO., INC.
By: *
----------------------------------
Raymond V. Gilmartin
Chairman of the Board, President
& Chief Executive Officer
By: /s/ Celia A. Colbert
----------------------------------
Celia A. Colbert
Vice President, Secretary &
Assistant General Counsel
9
<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------- ------------------------ -----------------
<S> <C> <C>
*
- -----------------------------
Raymond V. Gilmartin Chairman of the Board, November 29, 1999
President & Chief
Executive Officer;
Principal Executive
Officer; Director
*
- -----------------------------
Judy C. Lewent Senior Vice President & November 29, 1999
Chief Financial Officer;
Principal Financial
Officer
*
- -----------------------------
Richard C. Henriques, Jr. Vice President, November 29, 1999
Controller; Principal
Accounting Officer
*
- -----------------------------
H. Brewster Atwater, Jr. Director November 29, 1999
*
- -----------------------------
Derek Birkin Director November 29, 1999
*
- -----------------------------
Lawrence A. Bossidy Director November 29, 1999
*
- -----------------------------
William G. Bowen Director November 29, 1999
*
- -----------------------------
Johnnetta B. Cole Director November 29, 1999
*
- -----------------------------
Carolyne K. Davis Director November 29, 1999
</TABLE>
* Celia A. Colbert, by signing her name hereto, does hereby sign this
document pursuant to powers of attorney duly executed by the persons named,
filed with the Securities and Exchange Commission as an exhibit to this
document, on behalf of such persons, all in the capacities and on the date
stated, such persons including a majority of the directors of the Company.
10
<PAGE> 11
<TABLE>
<S> <C> <C>
*
- -----------------------------
Lloyd C. Elam Director November 29, 1999
*
- -----------------------------
Charles E. Exley, Jr. Director November 29, 1999
*
- -----------------------------
William N. Kelley Director November 29, 1999
*
- -----------------------------
Edward M. Scolnick Director November 29, 1999
*
- -----------------------------
Samuel O. Thier Director November 29, 1999
*
- -----------------------------
Dennis Weatherstone Director November 29, 1999
</TABLE>
* Celia A. Colbert, by signing her name hereto, does hereby sign this
document pursuant to powers of attorney duly executed by the persons named,
filed with the Securities and Exchange Commission as an exhibit to this
document, on behalf of such persons, all in the capacities and on the date
stated, such persons including a majority of the directors of the Company.
By: /s/ Celia A. Colbert
------------------------------
Celia A. Colbert
Vice President, Secretary &
Assistant General Counsel
Attorney-in-Fact
11
<PAGE> 12
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our report dated January
26, 1999 included in and incorporated by reference in Merck & Co., Inc.'s Annual
Report on Form 10-K, for the fiscal year ended December 31, 1998, as amended by
Form 10-K/A dated June 11, 1999 and to all references to our firm included in or
made a part of this Registration Statement.
ARTHUR ANDERSEN LLP
New York, NY
November 30, 1999
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- --------------------------------------------------------------------------------
<S> <C> <C>
3(a) -- Restated Certificate of Incorporated by reference to
Incorporation of the Form 10-K Annual Report for the
registrant (May 6, 1992) fiscal year ended December 31,
1992
3(b) -- Certificate of Amendment Incorporated by reference to Form
to the Certificate of 10-K Annual Report for the
Incorporation of Merck & fiscal year ended December 31,
Co., Inc. (as amended 1998
January 14, 1999,
effective February 16,
1999)
3(c) -- By-Laws of the registrant Incorporated by reference to
(as amended effective Form 10-Q Quarterly Report for the
February 25, 1997) period ended March 31, 1997
5 -- Opinion of Consent of Filed with this Registration
Celia A. Colbert, Vice Statement
President, Secretary and
Assistant General Counsel
of registrant
23 -- Consent of Arthur Included at Page 12 of this
Andersen LLP Registration Statement
24 -- Certified Resolution of Filed with this Registration
Board of Directors and Statement
Power of Attorney
- --------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 1
EXHIBIT 5
November 29, 1999
Board of Directors
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889-0100
Re: Merck & Co., Inc. - Common Stock
Ladies and Gentlemen:
I am the Vice President, Secretary & Assistant General Counsel of Merck & Co.,
Inc., a New Jersey corporation (the "Corporation"), and in such capacity have
acted as counsel for the Corporation in connection with the proposed
registration under the Securities Act of 1933, as amended, of up to 154,001
shares of the Common Stock, par value $0.01 per share (the "Shares"), of the
Corporation, which may be issued by the Corporation pursuant to the SIBIA
Neurosciences, Inc. 1981 Employee Stock Option Plan; SIBIA Neurosciences, Inc.
1992 Stock Option and Restricted Stock Plan; SIBIA Neurosciences, Inc. 1996
Equity Incentive Plan; SIBIA Neurosciences, Inc. 1996 Non-Employee Directors'
Stock Option Plan; and SIBIA Neurosciences, Inc. Management Change-of-Control
Plan, or any successor plans thereto, as such plans or successor plans may be
amended from time to time. I have examined such corporate records and other
documents, including the Registration Statement on Form S-8 relating to the
Shares, and have reviewed such matter of law as I have deemed necessary for this
opinion.
I am admitted to the Bar of the state of New York. The opinions expressed herein
are limited in all respects to the federal laws of the United States of America,
the laws of the State of New York, and the Business Corporation Act of the State
of New Jersey.
On the basis of the foregoing examination and review, I advise you that, in my
opinion:
1. The Corporation is a corporation duly organized and existing under the
laws of the State of New Jersey.
2. All necessary corporate action on the part of the Corporation has been
taken to authorize the issuance of the Shares and, when issued as
described in the Registration Statement, the Shares will be legally and
validly issued, fully paid and non-assessable.
The opinions expressed herein are rendered only to you and are solely for your
benefit and may not be relied upon by any person, firm, or corporation for any
reason without my prior written consent.
14
<PAGE> 2
I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
By: /s/ Celia A. Colbert
-----------------------------
Celia A. Colbert
15
<PAGE> 1
EXHIBIT 24
CERTIFIED RESOLUTION OF
BOARD OF DIRECTORS
I, Nancy V. Van Allen, Senior Assistant Secretary of Merck & Co., Inc., a
Corporation duly organized and existing under the laws of the State of New
Jersey, do hereby certify that the following is a true copy of a resolution
adopted on November 23, 1999, at a meeting of the Directors of said Corporation
held in the City of Whitehouse Station, State of New Jersey, duly called in
accordance with the provisions of the By-Laws of said Corporation, and at which
a quorum of Directors was present:
RESOLVED, that the SIBIA Neurosciences, Inc. 1981 Employee Stock
Option Plan; SIBIA Neurosciences, Inc. 1992 Stock Option and Restricted
Stock Plan; SIBIA Neurosciences, Inc. 1996 Equity Incentive Plan; SIBIA
Neurosciences, Inc. 1996 Non-Employee Directors' Stock Option Plan; and
SIBIA Neurosciences, Inc. Management Change-of-Control Plan (collectively,
the "Option Plans") are hereby adopted in the forms presented to this
meeting; provided, however, that such approval is subject to and
contingent upon each such Option Plan being amended to provide (i) that
such plan be administered and amended by the Compensation and Benefits
Committee of the Board of Directors of Merck & Co., Inc. with respect to
persons subject to Section 16(b) of the Securities Exchange Act of 1934;
(ii) that such plan be administered and amended with respect to persons
who are not subject to Section 16(b) of the Securities Exchange Act of
1934 by the Chief Executive Officer of Merck & Co., Inc. (the "Company");
(iii) that the Chief Executive Officer of the Company may delegate such
administration and right to amend to those persons that he or she deems
appropriate; and (iv) that no option may be granted under such plan to any
person on or after the date hereof;
RESOLVED, that the proper officers of the Company are hereby
authorized and directed on behalf of the Company to prepare, execute and
file with the Securities and Exchange Commission (the "SEC") Registration
Statements and any and all amendments thereto, and any and all exhibits
and other documents relating thereto or required by law or regulation in
connection therewith, for the registration under the Securities Act of
1933 of the shares of Common Stock of the Company which may be purchased
under the Option Plans;
16
<PAGE> 2
RESOLVED, that Celia A. Colbert is hereby appointed and designated
the person duly authorized to receive communication and notices from the
SEC with respect to such Registration Statements or any amendments thereto
and as agent for service of process;
RESOLVED, that each officer, director or employee of the Company
who may be required to execute such Registration Statements or any
amendments thereto (whether on behalf of the Company, or as an officer or
director thereof, or by attesting the seal of the Company, or on behalf of
the Option Plans, or otherwise), is hereby authorized to execute a power
of attorney appointing Celia A. Colbert and Kenneth C. Frazier, and each
of them severally, his or her true and lawful attorney or attorneys to
execute in his or her name, place and stead (in any such capacity) such
Registration Statements and any and all amendments thereto and any and all
exhibits and other documents necessary or incidental in connection
therewith, and to file the same with the SEC, each of said attorneys to
have power to act with or without the other, and to have full power and
authority to do and perform in the name and on behalf of each of said
officers, directors and employees, or any of them, as the case may be,
every act whatsoever necessary or advisable to be done in the premises as
fully and to all intents and purposes as any such officer, director or
employee might or could do in person;
RESOLVED, that the proper officers of the Company are hereby
authorized and directed to arrange with the New York Stock Exchange and
the Philadelphia Stock Exchange for the listing of the additional shares
of the Common Stock of the Company to be issued in connection with the
Option Plans; and
RESOLVED, that the proper officers of the Company, with the advice
of counsel, are hereby authorized to take any action and to execute and
deliver any letters, documents, agreements or other instruments as they
deem necessary, appropriate or desirable to carry out the purposes and
intents of this Special Resolution.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed
the seal of the Corporation this 29th day of November, 1999.
By: /s/ Nancy V. Van Allen
----------------------------
Nancy V. Van Allen
Senior Assistant Secretary
[Corporate Seal]
17
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint CELIA A. COLBERT and KENNETH
C. FRAZIER, and each of them severally, to be his or her true and lawful
attorney or attorneys to execute on behalf of the undersigned (whether on behalf
of Merck & Co., Inc., or as an officer or director thereof, or by attesting the
seal of the Company, or otherwise) Registration Statements in connection with
the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Merck & Co., Inc. which may be issued pursuant to the plans
covered by this Registration Statement, including amendments thereto and all
other documents in connection therewith.
IN WITNESS WHEREOF, this instrument has been duly executed as of the
23rd day of November, 1999.
MERCK & CO., INC.
By: /s/ Raymond V. Gilmartin
-----------------------------------
Raymond V. Gilmartin
Chairman of the Board, President
& Chief Executive Officer
/s/ Judy C. Lewent
-----------------------------------
Judy C. Lewent
Senior Vice President & Chief
Financial Officer
(Principal Financial Officer)
/s/ Richard C. Henriques, Jr.
-----------------------------------
Richard C. Henriques, Jr.
Vice President, Controller
(Principal Accounting Officer)
18
<PAGE> 4
DIRECTORS
/s/ H. Brewster Atwater, Jr. /s/ Charles E. Exley, Jr.
------------------------------ ----------------------------
H. Brewster Atwater, Jr. Charles E. Exley, Jr.
/s/ Derek Birkin /s/ William N. Kelley
------------------------------ ----------------------------
Derek Birkin William N. Kelley
/s/ Lawrence A. Bossidy /s/ Edward M. Scolnick
------------------------------ ----------------------------
Lawrence A. Bossidy Edward M. Scolnick
/s/ William G. Bowen /s/ Samuel O. Thier
------------------------------ ----------------------------
William G. Bowen Samuel O. Thier
/s/ Johnnetta B. Cole /s/ Dennis Weatherstone
------------------------------ ----------------------------
Johnnetta B. Cole Dennis Weatherstone
/s/ Carolyne K. Davis
------------------------------
Carolyne K. Davis
/s/ Lloyd C. Elam
------------------------------
Lloyd C. Elam
19
