<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL CITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
34-1111088
(I.R.S. IDENTIFICATION NO.)
1900 East Ninth Street, Cleveland, Ohio 44114
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NATIONAL CITY CORPORATION 1973 STOCK OPTION PLAN,
NATIONAL CITY CORPORATION 1984 STOCK OPTION PLAN,
NATIONAL CITY CORPORATION 1989 STOCK OPTION PLAN
AND
NATIONAL CITY CORPORATION 1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
DAVID L. ZOELLER
Senior Vice President, General Counsel and Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-2978
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE(2) FEE(3)
<S> <C> <C> <C> <C>
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Common Stock, par
value $4 per share..... 17,101,421 $25.0625 $428,604,364 $86,422.41
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</TABLE>
(1) Plus such indeterminate number of additional shares as may be sold or
delivered as the result of adjustments required by antidilution provisions.
Pursuant to Rule 416, this Form S-8 Registration Statement shall be deemed
to cover any additional securities issued to prevent dilution, resulting
from stock splits, stock dividends or similar transactions.
(2) These shares are to be offered pursuant to options granted under the 1973,
1984, 1989 and 1993 Stock Option Plans, which pertain to Ordinary Shares and
the option price of which shall not be less than market value at date of
grant. In addition, these shares may be offered in payment of stock
appreciation rights granted in respect of certain options, in which case the
price will be the market value at the date of exercise if Ordinary Shares
are delivered. The registration fee has been calculated in accordance with
Rule 457(h) based upon the average of the high and low prices of the
Corporation's Common Stock reported on the New York Stock Exchange on
February 8, 1994, which average was $25.0625.
(3) This registration fee only applies to the 10,000,000 Ordinary Shares being
registered under the 1993 Plan. Shares to be granted under the 1973, 1984
and 1989 Stock Option Plans were registered in one or more of the following
Form S-8 Registration Statements: No. 2-48235, No. 2-61255, No. 2-73836, No.
2-96344 and No. 33-27955.
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
<PAGE> 2
NATIONAL CITY CORPORATION
CROSS REFERENCE SHEET
CROSS-REFERENCE OF ITEMS IN FORM S-8 TO THE DESCRIPTION OF PLANS
<TABLE>
<CAPTION>
ITEM AND CAPTION DESCRIPTION OF PLANS
ON FORM S-8 CAPTION OR LOCATION
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<C> <S> <C>
1. Forepart of Registration Statement and Outside Front
Cover Page of Description of Plans.................... Forepart of Registration State-
ment and Outside Front Cover
Page of Description of Plans
2. Inside Front and Outside Back Cover Pages of
Description of Plans.................................. Inside Front and Outside Back
Cover Pages of Description of
Plans; Available Information;
Incorporation of Certain
Documents by Reference
3. Summary Information, and Risk Factors and Ratio of
Earnings to Fixed Charges............................. General Information
4. General Information Regarding the Plan................ General Information; Descrip-
tion of Stock Option Plans;
Appendix
5. Securities to be Offered and Employees Who May
Participate in the Plan............................... Outside Front Cover Page of
Description of Plans; Descrip-
tion of Plans; Appendix
6. Purchase of Securities Pursuant to the Plan........... Description of Stock Option
Plans; Incorporation of Certain
Documents by Reference
7. Payment for Securities Offered........................ Description of Stock Option
Plans
8. Contributions Under the Plan.......................... Inapplicable
9. Withdrawal from the Plan Assignment of Interest....... Description of Stock Option
Plans
10. Administration of the Plan............................ Description of Stock Option
Plans; Appendix
11. Investment of Funds................................... Inapplicable
12. Charges and Deductions and Liens Therefor............. Inapplicable
13. Description of Registrant's Securities................ Incorporation of Certain Docu-
ments by Reference; Appendix
14. Incorporation of Certain Documents by Reference....... Incorporation of Certain Docu-
ments by Reference
15. Additional Information................................ Inapplicable
16. Interests of Named Experts and Counsel................ Legal Opinion
17. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities........................ Undertaking contained in Item
512(i) of Regulation S-K pro-
vided in lieu of Item 18
</TABLE>
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The information called for by Part I of Form S-8 is currently
included in the description of the National City Corporation 1973
Stock Option Plan, the National City Corporation 1984 Stock Option
Plan, the National City Corporation 1989 Stock Option Plan and the
National City Corporation 1993 Stock Option Plan (the "Plans") to be
delivered to eligible employees under the Plans and is not being
filed with or included in this S-8 in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by National City Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities than remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock reserved for issuance under the
Plans has been passed upon for the Company by David L. Zoeller, Esq., Senior
Vice President, General Counsel and Secretary of the Company. Mr. Zoeller
beneficially owns shares of Common Stock and currently exercisable options to
purchase shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation, by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership joint
venture, trust or other enterprise). The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that 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 corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his
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<PAGE> 4
conduct was unlawful. A Delaware corporation may indemnify such persons in
actions brought by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and to the extent the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery or other such court shall deem proper. To the
extent such person has been successful on the merits or otherwise in defense of
any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith. The indemnification and advancement of expenses provided for, or
granted pursuant to, Section 145 is not exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute.
Article VI of Registrant's By-Laws provides for the mandatory
indemnification of directors, officers or employees of Registrant or any of its
subsidiaries and of those persons serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise in accordance with and to the full extent
permitted by the DGCL. Registrant has purchased liability insurance covering
certain liabilities which may be incurred by the directors, officers, employees
and agents of Registrant and its subsidiaries in connection with the performance
of their duties.
In addition, Registrant's Certificate, as permitted by Section 102(d) of
the DGCL, limits directors' liability to Registrant and its stockholders by
eliminating liability in damages for breach of fiduciary duty of care. Article
Seventh of Registrant's Certificate provides that neither Registrant nor its
stockholders may recover damages from Registrant's directors or former directors
for breach of their duty of care in the performance of their duties as directors
of Registrant. As limited by Section 102(b), this provision cannot, however,
have the effect of indemnifying any director or former director of Registrant in
the case of liability (a) for a breach of the director's duty of loyalty, (b)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
DGCL, or (d) for any transactions for which the director derived an improper
personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.*
An index of Exhibits appears on page II-7 of this Registration Statement.
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;
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*All exhibits are incorporated by reference unless otherwise indicated.
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(ii) To reflect in the prospectus any facts or events rising after
the effective date of the Registration Statement (or in 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 paragraphs (a)(1)(i) and (a)(1)(ii) shall 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) 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.
(e)(1) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the Registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report or written request of the
employee. If the last fiscal year of the Registrant has ended within 120 days
prior to the use of the prospectus, the annual report of the Registrant for the
preceding fiscal year may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each such employee.
(2) The undersigned Registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the Registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
(3) In the event that a supplement or appendix is utilized by the
undersigned Registrant to update information in the prospectus, the undersigned
hereby undertakes (a) to provide participants who have already received copies
of the prospectus with a copy of any such current supplement or appendix; (b) to
furnish an additional prospectus, upon request, to any participant; (c) to
provide new participants in the plan with both the prospectus and the current
supplement or appendix, if any; and (d) to file copies of any such supplement or
appendices with the Commission in accordance with Rule 424(b) and (c).
(h) 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
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foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or 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
THE REGISTRANT. 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
POST-EFFECTIVE AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, AND STATE OF OHIO, ON THE
14TH DAY OF FEBRUARY, 1994.
NATIONAL CITY CORPORATION
By /s/ ROBERT G. SIEFERS
Robert G. Siefers
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
*EDWARD B. BRANDON Chairman, Chief Executive
Edward B. Brandon Officer, and Director
*DAVID A. DABERKO President, Chief Operating
David A. Daberko Officer and Director
*WILLIAM R. ROBERTSON Deputy Chairman
William R. Robertson
*SANDRA H. AUSTIN Director
Sandra H. Austin
Director
James M. Biggar
</TABLE>
February 14, 1994
<TABLE>
<S> <C> <C>
*JOHN G. BREEN Director
John G. Breen
Director
Richard E. Disbrow
Director
Daniel E. Evans
*OTTO N. FRENZEL, III Director
Otto N. Frenzel, III
*JOSEPH H. LEMIEUX Director
Joseph H. Lemieux
*A. STEVENS MILES Director
A. Stevens Miles
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
*ADOLPH POSNICK Director
Adolph Posnick
*BURNELL R. ROBERTS Director
Burnell R. Roberts
Director
Stephen A. Stitle
</TABLE>
February 14, 1994
<TABLE>
<S> <C> <C>
Director
Morry Weiss
/s/ THOMAS A. RICHLOVSKY Senior Vice President and
Thomas A. Richlovsky Treasurer (Chief Accounting
Officer)
/s/ ROBERT G. SIEFERS Executive Vice President
Robert G. Siefers (Chief Financial Officer)
</TABLE>
*David L. Zoeller, the undersigned attorney-in-fact, by signing his name
below, does hereby sign this Registration Statement on behalf of each of the
above-indicated officers and directors of National City Corporation
(constituting a majority of the directors) pursuant to a power of attorney,
dated February 22, 1993, executed by such persons.
By/S/ DAVID L. ZOELLER
Attorney-in-Fact
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<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER IN
SEQUENTIALLY
EXHIBIT NUMBER EXHIBIT DESCRIPTION NUMBERED COPY
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<C> <S> <C>
4 Instrument defining the rights of holders of
certain long-term debt of Registrant and its
consolidated subsidiaries are not filed as
exhibits because the amount of debt under such
instruments is less than 10% of the total
consolidated assets of Registrant. Registrant
undertakes to file these instruments with the
Commission upon request.
5 Opinion of David L. Zoeller, Senior Vice
President, General Counsel and Secretary of
Registrant, as to the legality of the Common
Stock being registered.
23.1 Consent of David L. Zoeller (included in his
opinion as filed as Exhibit 5 to this
Registration Statement and incorporated herein by
reference).
23.2 Consent of Ernst & Young, Independent Auditors.
24 Powers of Attorney.
</TABLE>
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<PAGE> 1
EXHIBIT 5
February 14, 1994
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: National City Corporation 1993 Stock Option Plan,
1989 Stock Option Plan, 1984 Stock Option Plan
and 1973 Stock Option Plan
Gentlemen:
As counsel for National City Corporation (the "Corporation"), I am
delivering this opinion in connection with the filing of Form S-8 Registration
Statement registering the sale of shares of the Corporation's Common Stock, par
value $4.00 per share (the "Common Stock"), in connection with the National City
Corporation 1993 Stock Option Plan, 1989 Stock Option Plan, 1984 Stock Option
Plan, and the 1973 Stock Option Plan (the "Plans") and participations therein. I
have examined each of the Plans and such documents, records and matters of law
as I have deemed necessary for purposes of this opinion, and based thereon I am
of the opinion that:
1. The shares of Common Stock outstanding on the date hereof which
have been issued upon exercise of Option Rights granted in accordance with
the Plans, were duly authorized, validly issued, fully paid and
nonassessable;
2. The shares of Common Stock which may be issued upon exercise of
Option Rights and Appreciation Rights granted or transferred pursuant to
the Plans will be, when issued or transferred, validly issued, fully paid
and nonassessable so long as:
(a) the consideration received or to be received by the Corporation
is at least equal to the par value of such shares; and
(b) the issuance of any newly issued shares, and the transfer of
any treasury shares, is, prior to any such issuance or transfer, duly
authorized; and
3. The Option Rights and Appreciation Rights to be granted to eligible
employees in accordance with such Plans will be, when granted in accordance
with such Plan, validly issued.
I hereby consent to the filing of this opinion as Exhibit 5 to the Form S-8
Registration Statement filed by the Corporation to effect registration of such
shares under the Securities Act of 1933 and to the reference to me under the
caption "Legal Opinion" in the Prospectus comprising a part of such Registration
Statement.
Very truly yours,
/s/ David L. Zoeller
DAVID L. ZOELLER
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to the 1973, 1984, 1989 and 1993 Stock Option Plans of
our report dated January 21, 1994, with respect to the consolidated financial
statements of National City Corporation included in its Annual Report [Form
10-K] for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG
ERNST & YOUNG
Cleveland, Ohio
February 11, 1994
<PAGE> 1
DIRECTORS AND CERTAIN OFFICERS OF
NATIONAL CITY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
FOR SHARES OF COMMON STOCK
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POWER OF ATTORNEY
------------------------------
The undersigned directors and officers of National City Corporation (the
"Registrant") hereby constitute and appoint Thomas A. Richlovsky, David L.
Zoeller, Carlton E. Langer, Dennis W. LaBarre and William H. Roj, or any of
them, with full power of substitution and resubstitutuion, as attorneys or
attorney of the undersigned, to sign and file under the Securities Act of 1933,
as amended, a Registration Statement on Form S-8 relating to the registration of
shares of Common Stock, par value $4.00 per share, of the Registrant to be
offered pursuant to the National City Corporation 1993 Stock Option Plan
pursuant to a resolution of the Board of Directors of the Registrant adopted on
February 22, 1993, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining to such
registration, with full power and authority to do and perform any and all acts
and things whatsoever required and necessary to be done in the premises, hereby
ratifying and approving the acts of said attorneys and any of them and any such
substitute.
EXECUTED this 22nd day of February, 1993.
/s/ EDWARD B. BRANDON
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EDWARD B. BRANDON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER; DIRECTOR
/s/ WILLIAM R. ROBERTSON
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WILLIAM R. ROBERTSON
DEPUTY CHAIRMAN; DIRECTOR
----------------------------------------------
JAMES M. BIGGAR
DIRECTOR
/s/ LEIGH CARTER
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LEIGH CARTER
DIRECTOR
----------------------------------------------
RICHARD E. DISBROW
DIRECTOR
----------------------------------------------
J. ROBERT KILLPACK
DIRECTOR
/s/ A. STEVENS MILES
----------------------------------------------
A. STEVENS MILES
DIRECTOR
/s/ ADOLPH POSNICK
----------------------------------------------
ADOLPH POSNICK
DIRECTOR
----------------------------------------------
STEPHEN A. STITLE
DIRECTOR
/s/ THOMAS A. RICHLOVSKY
----------------------------------------------
THOMAS A. RICHLOVSKY
SENIOR VICE PRESIDENT AND TREASURER
/s/ DAVID A. DABERKO
----------------------------------------------
DAVID A. DABERKO
DEPUTY CHAIRMAN; DIRECTOR
/s/ SANDRA H. AUSTIN
----------------------------------------------
SANDRA H. AUSTIN
DIRECTOR
/s/ JOHN G. BREEN
----------------------------------------------
JOHN G. BREEN
DIRECTOR
----------------------------------------------
RODNEY F. CHASE
DIRECTOR
/s/ OTTO N. FRENZEL III
----------------------------------------------
OTTO N. FRENZEL III
DIRECTOR
/s/ JOSEPH H. LEMIEUX
----------------------------------------------
JOSEPH H. LEMIEUX
DIRECTOR
----------------------------------------------
ARTHUR B. MODELL
DIRECTOR
/s/ BURNELL R. ROBERTS
----------------------------------------------
BURNELL R. ROBERTS
DIRECTOR
----------------------------------------------
ROBERT G. SIEFERS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
