As filed with the Securities and Exchange Commission on April 18, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0850527
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
11000 Prairie Lakes Drive
Eden Prairie, Minnesota 55344
(612) 829-3000
(Address, including zip code, and telephone number, including area code,of
registrant's principal executive offices)
J.W. Fenton, Jr. Copies to: Jay L. Swanson
Secretary/Treasurer Dorsey & Whitney LLP
National Computer Systems, Inc. Pillsbury Center South
11000 Prairie Lakes Drive 220 South Sixth Street
Eden Prairie, Minnesota 55344 Minneapolis, Minnesota 55402
(612) 829-3000 (612) 340-2600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /____/
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. /____/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /____/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
/----/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /____/
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
Common Stock
($.03 par value) 542,632 $25.00 $13,565,800 $4,110.85
- -------------------------------------------------------------------------------
(1) Estimated solely for purposes of computing the registration fee
and based upon the average of the high and low sales prices for
such Common Stock on April 16, 1997, as reported on the Nasdaq
National Market.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
PROSPECTUS
NATIONAL COMPUTER SYSTEMS, INC.
-----------------
542,632 Shares
of
Common Stock
($.03 par value)
-----------------
This Prospectus relates to an aggregate of 542,632 shares (the
"Shares") of Common Stock, par value $.03 per share (the "Common Stock"), of
National Computer Systems, Inc., a Minnesota corporation ("NCS" or the
"Company"), that may be sold from time to time by the shareholders named herein
(the "Selling Shareholders"). See "Selling Shareholders." The Company will not
receive any proceeds from the sale of the Shares. The Company has agreed to pay
the expenses of registration of the Shares, including certain legal and
accounting fees.
Any or all of the Shares may be offered from time to time in
transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. See "Plan of
Distribution."
The Shares offered hereby have not been registered under the blue sky
or securities laws of any jurisdiction, and any broker or dealer should assure
the existence of an exemption from registration or effectuate such registration
in connection with the offer and sale of the Shares. The Common Stock is traded
on the Nasdaq National Market under the symbol "NLCS."
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is April __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a World Wide Web site which provides on-line access to
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at the address
"http://www.sec.gov." In addition, the Common Stock of NCS is listed on the
Nasdaq National Market, and reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the National
Association of Securities Dealers, 1735 K. Street N.W., Washington, D.C. 20006.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended January 31,
1996;
(b) the Quarterly Reports on Form 10-Q for the quarters ended
April 30, 1996, July 31, 1996 and October 31, 1996;
(c) the Current Reports on Form 8-K dated July 10, 1996 and March
18, 1997; and
(d) the description of NCS' Common Stock and Common Stock Purchase
Rights contained in the Company's Registration Statement filed
pursuant to Section 12 of the Exchange Act and any amendment
or report filed for the purpose of updating any such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to J.W. Fenton, Jr., Secretary/Treasurer, National Computer Systems,
Inc., 11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344, telephone number
(612) 829-3000.
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC.
NCS is a global information services company which provides
quality software and systems for the collection, management and interpretation
of data. This includes capturing and aggregating data; creating a database or
datastream; processing the data using software; and analyzing, interpreting and
reporting results.
NCS services include data processing, analysis, data
management, reporting services, networking, hardware maintenance and
professional services to meet customer needs. Data collection systems include
optical mark read (OMR) and image scanning hardware, other data collection
technologies, proprietary software, software maintenance and pre-printed forms.
Data can be in the form of marks, machine printed bar codes and text, and/or
handprinted alphanumeric characters. The Company also provides utility and
application software to enhance the capability of NCS customers to manage their
information effectively. Application software products are focused on specific
applications within targeted markets.
NCS markets its mission critical data collection, management
and reporting services and systems within four major markets: education,
selected commercial niches, government, and health care.
NCS was incorporated under the laws of the State of Minnesota
in 1962. NCS' principal offices are located at 11000 Prairie Lakes Drive, Eden
Prairie, Minnesota 55344 and its telephone number at that location is (612)
829-3000.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information as to the maximum
number of Shares that may be sold by each of the Selling Shareholders pursuant
to this Prospectus.
<TABLE>
<CAPTION>
Number of
Shares Owned Number of
Prior to the Shares Offered
Name Offering Hereby
<C> <C> <C>
Novell, Inc. .................................... 165,805 165,805
E. Clarke Porter................................. 158,563 158,563
Steven C. Nordberg............................... 158,563 158,563
Kirk Lundeen..................................... 55,971 55,971
Douglas Thomson.................................. 2,487 2,487
Laurence North................................... 1,243 1,243
---------- ----------
Totals........................................... 542,632 542,632
======= =======
</TABLE>
- -------------
The Selling Shareholders are certain of the former shareholders of
Virtual University Enterprises, Inc. ("VUE"). The Selling Shareholders acquired
the Shares in connection with NCS' acquisition of VUE on April 10, 1997.
Pursuant to the VUE acquisition agreement between NCS and VUE, NCS acquired
certain of the issued and outstanding shares of common stock of VUE in exchange
for the Shares.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholders for
their own accounts. The Company will not receive any proceeds from the sale of
the Shares pursuant to this Prospectus. The Company has agreed to pay the
expenses of registration of the Shares, including a certain amount of legal and
accounting fees.
The Selling Shareholders may offer and sell the Shares from time to
time in transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus, the
Company is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Shareholders.
The Selling Shareholders and any brokers or dealers acting in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit realized by them on the resale
of Shares as principals may be deemed underwriting compensation under the
Securities Act.
<PAGE>
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Ernst & Young LLP, independent public accountants, as indicated in their reports
with respect thereto, and such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney LLP, Pillsbury Center South, 220 South Sixth Street,
Minneapolis, Minnesota 55402.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company, any Selling
Shareholder or any other person. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy to any person in any jurisdiction in
which such offer or solicitation would be unlawful or to any person to whom it
is unlawful. Neither the delivery of this Prospectus nor any offer or sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or that the information contained
herein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information........................... 2
Incorporation of Certain Documents By
Reference..................................... 2
National Computer Systems, Inc.................. 3
Selling Shareholders............................ 4
Plan of Distribution............................ 4
Experts......................................... 5
Legal Matters................................... 5
<PAGE>
542,632 Shares
NATIONAL
COMPUTER SYSTEMS, INC.
Common Stock
-------------
PROSPECTUS
-------------
April __, 1997
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee....................................... $ 4,111
Accounting Fees and Expense................................ 1,000
Legal Fees and Expenses ................................... 1,000
Miscellaneous.............................................. 1,000
-----
Total............................................... $ 7,111
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed above will be paid by the Company.
Item 15. Indemnification of Officers and Directors
Section 302A.521 of the Minnesota Statutes requires, among
other things, the indemnification of persons made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties and fines (including attorneys' fees) if such person is not
otherwise indemnified, acted in good faith, received no improper benefit,
believes that such conduct was in the best interests of the corporation, and, in
the case of criminal proceedings, had no reason to believe the conduct was
unlawful. In addition, Section 302A.521, subd. 3, requires payment by the
corporation, upon written request, of reasonable expenses in advance of final
disposition in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present or by a designated committee of the
board, by special legal counsel, by the shareholders or by a court.
Article IX of the Company's Restated Articles of
Incorporation, as amended, provides that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
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 shareholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for authorizing a dividend, stock repurchase or
redemption or other distribution in violation of Minnesota law or for violation
of certain provisions of Minnesota securities laws; (iv) for any transaction
from which the director derived an improper personal benefit; or (v) for any act
or omission occurring prior to the date when Article IX became effective.
The Bylaws of the Company provide that the Company shall
indemnify such persons, for such liabilities, in such manner, under such
circumstances and to such extent as permitted by Section 302A.521, as now
enacted or hereafter amended.
Item 16. List of Exhibits
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24 Power of Attorney
Item 17. Undertakings
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 to such information 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;
Provided, however, that paragraphs (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 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.
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.
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.
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota, on April 18, 1997.
NATIONAL COMPUTER SYSTEMS, INC.
By /s/J. W. Fenton, Jr.
--------------------
Secretary/Treasurer
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 dates indicated.
Signature
By: * Chairman of the Board of Directors, President
Russell A. Gullotti and Chief Executive Officer
By: * Director
David C. Cox
By: * Director
Moses Joseph
By: * Director
Jean B.Keffeler
By: * Director
Charles W. Oswald
By: * Director
Stephen G. Shank
By: * Director
John E. Steuri
By: * Director
Jeffrey E. Stiefler
By: * Director
John W. Vessey
By: * Vice President and Chief Financial Officer
Jeffrey W. Taylor (principal financial officer and principal
accounting officer)
* Executed on behalf of the indicated officers and directors of the registrant
by J. W. Fenton, Jr., Secretary/Treasurer, duly appointed attorney-in-fact.
/s/ J. W. Fenton,Jr. Dated: April 18, 1997
- --------------------------
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page
5 Opinion of Dorsey & Whitney LLP...................................
23.1 Consent of Ernst & Young LLP......................................
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)...........
24 Power of Attorney.................................................
EXHIBIT 5
[Dorsey & Whitney LLP Letterhead]
National Computer Systems, Inc.
11000 Prairie Lakes Drive
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to National Computer Systems, Inc., a
Minnesota corporation (the "Company"), in connection with a registration
statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to the registration under the
Securities Act of 1933, as amended, of 542,632 shares (the "Shares") of common
stock, par value $.03 per share, of the Company. The Shares will be sold from
time to time by the selling shareholders (the "Selling Shareholders") named in
the Registration Statement, on the Nasdaq National Market or otherwise, directly
or through underwriters, brokers or dealers.
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 sold by the Selling Shareholders pursuant to the Registration Statement
have been duly authorized by all requisite corporate action and are validly
issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: April 18, 1997 Very truly yours,
/s/ Dorsey & Whitney LLP
JLS
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3, and related Prospectus of
National Computer Systems,Inc. for the registration of 542,632 shares of its
common stock and to the incorporation by reference therein of our report dated
March 3, 1996, with respect to the consolidated financial statements of National
Computer Systems, Inc. incorporated by referene in its Annual Report on Form
10-K for the year ended January 31, 1996 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
April 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
1997 EMPLOYEE STOCK OPTION PLAN
The undersigned directors and officers of NATIONAL COMPUTER SYSTEMS, INC.
hereby constitute and appoint J.W. Fenton, Jr., their true and lawful
attorney-in-fact and agent, for each of them and in their name, place and stead,
in any and all capacities (including without limitation, as Director and/or
principal Executive Officer, principal Financial Officer, principal Accounting
Officer or any other officer of the Company), to sign and execute a registration
statement on Form S-3 and any amendment or amendments, including post-effective
amendments thereto, for the registration under the Securities Act of 1933, as
amended, of up to 589,000 Common Shares of National Computer Systems, Inc.
issued in connection with the acquisition of Virtual University Enterprises,
Inc. and does hereby grant unto said attorney-in-act and agent full power and
authority to do and perform any and all acts and things requisite and necessary
to be done, and hereby ratifying and confirming all that said attorney-in-fact
and agent may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 3rd
day of March, 1997.
/s/ RUSSELL A. GULLOTTI /s/ STEPHEN G. SHANK
- ------------------------------------ --------------------------------------
Russell A. Gullotti Stephen G. Shank
/s/ DAVID C. COX /s/ JOHN E. STEURI
- ------------------------------------ -------------------------------------
David C. Cox John E. Steuri
/s/ MOSES JOSEPH /s/ JEFFREY E. STIEFLER
- ------------------------------------ -------------------------------------
Moses Joseph Jeffrey E. Stiefler
/s/ JEAN B. KEFFELER /s/ JOHN W. VESSEY
- ------------------------------------ -------------------------------------
Jean B. Keffeler John W. Vessey
/s/ CHARLES W. OSWALD /s/ JEFFREY W. TAYLOR
- ------------------------------------ --------------------------------------
Charles W. Oswald Jeffrey W. Taylor
