<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996
REGISTRATION NO. 33-___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
_______________
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1435979
(I.R.S. Employer Identification No.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(Address, including zip code, of registrant's principal executive offices)
____________________
PNC RETIREMENT SAVINGS PLAN
(Full title of the Plan)
_____________________
WALTER E. GREGG, JR., ESQ.
EXECUTIVE VICE PRESIDENT
PNC BANK CORP.
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(412) 762-2281
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE(3) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $5.00 1,000,000 shares $ 29.875 $ 29,875,000 $ 10,302
==================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) The Common Stock offered hereby will be adjusted to reflect stock splits,
stock dividends or similar transactions pursuant to Rule 416(a) under the
Securities Act, without the need for any post-effective amendment.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act on the basis on the average
of the high and low reported sales prices of the registrant's Common Stock on
the New York Stock Exchange on May 13, 1996.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by PNC Bank Corp. (the "Registrant" or the
"Corporation") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement: (1) Annual
Report on Form 10-K for the year ended December 31, 1995; (2) Current Report on
Form 8-K dated as of April 17, 1996; (3) Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996; and (4) the description of the
Registrant's Common Stock set forth in response to Item 1 of the Registration
Statement on Form 8-A of the Corporation filed on September 24, 1987 pursuant
to Section 12 of the Exchange Act, and any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant and the PNC Retirement
Savings Plan (the "Plan") after the effective date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters such securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement or information contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement or information contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement or information. Any such
statement or information so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINIONS
A legal opinion that (a) the shares of Common Stock offered by the
Registration Statement, when issued or sold pursuant to and in accordance with
the terms of the Plan, shall be validly issued, fully paid and nonassessable
and (b) the Plan Interests being registered by the Registration Statement, when
issued pursuant to and in accordance with the terms of the Plan, shall be
validly issued, has been rendered by William F. Strome, Senior Vice President,
Deputy General Counsel and Corporate Secretary of the Corporation. As of April
30, 1996, Mr. Strome owned 2,547 shares of the Corporation's Common Stock and
held options granted under the Corporation's stock option plan covering 29,900
shares of the Corporation's Common Stock, 23,300 of which were exercisable.
A legal opinion that confirms compliance of the provisions of the Plan with
the requirements of ERISA pertaining to such provisions has been rendered by
the law firm Eckert Seamans Cherin & Mellott, Pittsburgh, Pennsylvania.
Certain members of the firm of Eckert Seamans Cherin & Mellott may, now or in
the future, own
2
<PAGE> 3
securities of the Corporation, either individually or in a representative
capacity. None of such securities have been or will be acquired in connection
with the Plan offering.
EXPERTS
The consolidated financial statements of the Registrant and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Registrant
for the year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon the report of
Ernst & Young LLP given upon the authority of such firm as experts in
accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify directors and officers against liabilities
they may incur in such capacities provided certain standards are met, including
good faith and the belief that the particular action is in the best interests of
the corporation. In general, this power to indemnify does not exist in the case
of actions against a director or officer by or in the right of the corporation
if the person entitled to indemnification shall have been adjudged to be liable
for negligence or misconduct in the performance of his duties. A corporation is
required to indemnify directors and officers against expenses they may incur in
defending actions against them in such capacities if they are successful on the
merits or otherwise in the defense of such actions.
Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law provision,
provided that no indemnification may be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
The Corporation's By-Laws provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the Laws of Pennsylvania as in effect at the time of such indemnification. The
Corporation's By-Laws also eliminate, to the maximum extent permitted by the
laws of the Commonwealth of Pennsylvania, the personal liability of directors
for monetary damages for any action taken, or any failure to take any action as
a director except in any case such elimination is not permitted by law. The
Corporation has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
3
<PAGE> 4
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page 9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
The Registrant undertakes that it will submit the Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Internal Revenue
Code.
ITEM 9. 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 the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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; and
(c) 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) and (b) do 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 Exchange
Act, that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and each filing
of the Plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof, or
4
<PAGE> 5
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
proceedings) is asserted by such director, officer of controlling person in
connection with the securities being registered and the Commission remains of
the same opinion, 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 policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5
<PAGE> 6
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania,
on the 16th day of May, 1996.
PNC BANK CORP.
By /s/ THOMAS H. O'BRIEN
---------------------------------
Thomas H. O'Brien
Chairman and Chief Executive Officer
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 dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ THOMAS H. O'BRIEN Chairman, Chief Executive May 16, 1996
- ---------------------------------------- Officer and Director
Thomas H. O'Brien (Principal Executive Officer)
/s/ ROBERT L. HAUNSCHILD Senior Vice President May 16, 1996
- ---------------------------------------- and Chief Financial Officer
Robert L. Haunschild (Principal Financial Officer)
/s/ WILLIAM J. JOHNS Senior Vice President and May 16, 1996
- ---------------------------------------- Chief Accounting Officer
William J. Johns (Principal Accounting Officer)
Director May 16, 1996
- ----------------------------------------
Paul W. Chellgren
* Director May 16, 1996
- ----------------------------------------
Robert N. Clay
* Director May 16, 1996
- ----------------------------------------
George A. Davidson, Jr.
* Director May 16, 1996
- ----------------------------------------
David F. Girard-diCarlo
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
* Director May 16, 1996
- ----------------------------------------
Dianna L. Green
* Director May 16, 1996
- ----------------------------------------
C. G. Grefenstette
* Director May 16, 1996
- ----------------------------------------
Arthur J. Kania
Director May 16, 1996
- ----------------------------------------
Bruce C. Lindsay
Director May 16, 1996
- ----------------------------------------
Thomas Marshall
* Director May 16, 1996
- ----------------------------------------
W. Craig McClelland
* Director May 16, 1996
- ----------------------------------------
Donald I. Moritz
* Director May 16, 1996
- ----------------------------------------
Jackson H. Randolph
* President and Director May 16, 1996
- ----------------------------------------
James E. Rohr
* Director May 16, 1996
- ----------------------------------------
Roderic H. Ross
* Director May 16, 1996
- ----------------------------------------
Vincent A. Sarni
* Vice Chairman and Director May 16, 1996
- ----------------------------------------
Garry J. Scheuring
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C> <C>
* Director May 16, 1996
- ----------------------------------------
Richard P. Simmons
* Director May 16, 1996
- ----------------------------------------
Thomas J. Usher
Director May 16, 1996
- ----------------------------------------
Milton A. Washington
* Director May 16, 1996
- ----------------------------------------
Helge H. Wehmeier
</TABLE>
*By /s/ MELANIE S. CIBIK
-----------------------------------
Melanie S. Cibik, Attorney-in-Fact,
pursuant to Power of Attorney filed
herewith
Date: May 16, 1996
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, Commonwealth of Pennsylvania, on this May 16, 1996.
PNC Retirement Savings Plan
By: /s/ WILLIAM E. ROSNER
------------------------------------
William E. Rosner
Member, PNC Retirement Savings Plan
Administrative Committee
8
<PAGE> 9
EXHIBIT INDEX
Exhibit 5.1 Opinion of William F. Strome, Esq., regarding validity of the
Common Stock and Plan Interests being registered, filed
herewith.
Exhibit 5.2 Opinion of Eckert Seamans Cherin & Mellott, regarding ERISA
compliance, filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors for the
Corporation, filed herewith.
Exhibit 23.2 Consent of William F. Strome, Esq., contained in the opinion
filed as Exhibit 5.1.
Exhibit 23.3 Consent of Eckert Seamans Cherin & Mellott, contained in the
opinion filed as Exhibit 5.2.
Exhibit 24 Power of Attorney of certain officers and directors of the
Corporation, filed herewith.
9
<PAGE> 1
EXHIBIT 5.1
PNC BANK CORP. WILLIAM F. STROME PNC BANK
Fifth Avenue and Wood Street Senior Vice President, [LOGO]
Pittsburgh, PA 15265 Deputy General Counsel and
412 762-2756 Tel Corporate Secretary
May 16, 1996
Board of Directors
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Ms. Green and Gentlemen:
This opinion is issued in connection with the Registration Statement on Form S-8
(the "Registration Statement") of PNC Bank Corp. (the "Corporation") to be filed
with the Securities and Exchange Commission relating to the registration of (a)
up to 1,000,000 shares of the Corporation's Common Stock, par value $5.00 per
share ("PNC Common Stock"), to be issued and sold to participants in the PNC
Retirement Savings Plan (the "Plan") and (b) an indeterminable amount of
interests of participation in the Plan (the "Plan Interests").
My opinion is rendered as of the date hereof and its applicability at future
dates is conditioned upon the nonoccurrence of any event which would affect the
validity of the issuance of PNC Common Stock or Plan Interests under the Plan.
As Senior Vice President, Deputy General Counsel and Corporate Secretary of the
Corporation, I have examined the Corporation's Articles of Incorporation and
By-laws, each as amended to date, the Registration Statement and the Plan, and
I have reviewed the proceedings taken by the Corporation relating to the Plan,
including resolutions adopted by the Corporation's Board of Directors with
respect thereto. I have also examined such records, certificates and other
documents that I have considered necessary or appropriate for the purposes of
this opinion.
In making such examination and rendering the opinions set forth below, I have
assumed: (i) the genuineness and authenticity of all signatures on original
documents; (ii) the authenticity of all documents submitted to me as originals;
and (iii) the conformity of originals of all documents submitted to be as
certified, telecopied, photostated or reproduced copies and the authenticity of
all originals of such documents.
I am admitted to practice law in the Commonwealth of Pennsylvania and do not
purport to be an expert on or to express any opinion on any laws other than the
laws of the Commonwealth of Pennsylvania and the Federal securities laws of the
United States of America. This opinion speaks as of today's date and is
limited to present statutes, regulations and judicial interpretations. In
rendering this opinion, I assume no obligation to revise or supplement this
opinion should the present laws be changed by legislative or regulatory action,
judicial decision or otherwise.
Based upon the foregoing, I am of the opinion that, when the Registration
Statement has become effective in accordance with applicable law, (1) the
1,000,000 shares of PNC Common Stock to be registered, when issued or sold
pursuant to and in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable and (2) the Plan Interests being
registered, when issued pursuant to and in accordance with the terms of the
Plan, will be validly issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in Item 5 of the Registration
Statement and any Prospectus relating to the Plan.
Very truly yours,
/s/ WILLIAM F. STROME
William F. Strome
<PAGE> 1
EXHIBIT 5.2
ECKERT SEAMANS CHERIN & MELLOTT
Attorneys at Law
600 Grant Street, 42nd Floor
Pittsburgh, PA 15219
Telephone 412-566-6000
Facsimile 412-566-6099
May 16, 1996
Board of Directors
PNC Bank Corp.
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Ladies and Gentlemen:
We are rendering this opinion in connection with the proceedings taken and
proposed to be taken by PNC Bank Corp., a Pennsylvania corporation (hereinafter
the "Corporation"), regarding the registration of (i) one million (1,000,000)
shares of common stock, par value of five dollars ($5.00) of the Corporation
(hereinafter the "Common Stock") which will be purchased by participants of the
PNC Retirement Savings Plan (hereinafter the "Plan") and (ii) an indeterminable
amount of interests of participation in the Plan (the "Plan Interests").
We understand that you will rely on this opinion in connection with the Plan
and the related Registration Statement on Form S-8 (the "Registration
Statement") of the Corporation to be filed with the Securities and Exchange
Commission relating to the registration of the Common Stock to be sold to
participants of the Plan and the Plan Interests.
We participated in the design and drafting of the Plan and are therefore
familiar with its terms. We have examined applicable law and made such
investigations as we have deemed necessary and appropriate in order to render
the opinion addressed herein.
Based upon the foregoing, it is our opinion that the Plan satisfies the
technical provisions of the Employee Retirement Income Security Act of 1974, as
amended (hereinafter "ERISA"), and the Internal Revenue Code of 1986, as
amended (hereinafter the "Code"), although it should be noted that whether any
plan qualifies under the Code is a question based upon factual considerations
prevailing at any given time. While our opinion is not binding upon any
governmental agency, we believe the Internal Revenue Service would act
favorably upon submission of the Plan with a request for a determination letter
to the same effect as our opinion.
We understand that it is the Corporation's intent to file the Plan with the
Internal Revenue Service seeking a determination of the Plan's tax-qualified
status under Section 401(a) of the Code. We note that the Internal Revenue
Service may require that modifications be made to the Plan. The Corporation,
however, has expressly reserved the right in the Plan to make such
modifications to the Plan as are required to obtain receipt of a favorable
determination letter from the Internal Revenue Service.
Our opinion is based upon the Plan as it is now designed and drafted and upon
the provisions of ERISA, the Code, governmental regulations and judicial
authorities in effect as at the date of this opinion letter, any of which may
change in the future with retroactive effect.
We hereby consent to the filing of this opinion as an exhibit to the aforesaid
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus forming a part of such Registration Statement.
Very truly yours,
/s/ ECKERT SEAMANS CHERIN & MELLOTT
ECKERT SEAMANS CHERIN & MELLOTT
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement on Form S-8 of PNC Bank Corp. for the registration
of its common stock to be issued in connection with the PNC Retirement Savings
Plan and to the incorporation by reference therein of our report dated February
8, 1996, with respect to the consolidated financial statements of PNC Bank
Corp. incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
May 15, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
PNC BANK CORP.
PNC RETIREMENT SAVINGS PLAN
REGISTRATION STATEMENT
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or
Officers of PNC Bank Corp. (the "Corporation"), a Pennsylvania corporation,
hereby names, constitutes and appoints Walter E. Gregg, Jr., William F. Strome
and Melanie S. Cibik, or each of them, with full power of substitution, such
person's true and lawful attorney-in-fact and agent to execute in such person's
name, place and stead, in any and all capacities, a Registration Statement on
Form S-8 (or other appropriate form) under the Securities Act of 1933, as
amended, of (a) 1,000,000 shares of the Corporation's Common Stock, par value
$5.00 per share, to be issued in connection with the PNC Retirement Savings
Plan, and (b) an indeterminable amount of interests of participation in the
Plan, and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to said Registration Statement.
And such persons hereby ratify and confirm all that any said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
Witness the due execution hereof by the following persons in the capacities
indicated as of this May 16, 1996.
<TABLE>
<CAPTION>
Name/Signature Capacity
- -------------- --------
<S> <C>
/s/ THOMAS H. O'BRIEN Chairman, Chief Executive Officer
- ------------------------------ and Director
Thomas H. O'Brien
Director
- ------------------------------
Paul W. Chellgren
/s/ ROBERT N. CLAY Director
- ------------------------------
Robert N. Clay
/s/ GEORGE A. DAVIDSON, JR. Director
- ------------------------------
George A. Davidson, Jr.
/s/ DAVID F. GIRARD-DICARLO Director
- ------------------------------
David F. Girard-diCarlo
/s/ DIANNA L. GREEN Director
- ------------------------------
Dianna L. Green
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
/s/ C. G. GREFENSTETTE Director
- ------------------------------
C. G. Grefenstette
/s/ ARTHUR J. KANIA Director
- ------------------------------
Arthur J. Kania
Director
- ------------------------------
Bruce C. Lindsay
Director
- ------------------------------
Thomas Marshall
/s/ W. CRAIG MCCLELLAND Director
- ------------------------------
W. Craig McClelland
/s/ DONALD I. MORITZ Director
- ------------------------------
Donald I. Moritz
/s/ JACKSON H. RANDOLPH Director
- ------------------------------
Jackson H. Randolph
/s/ JAMES E. ROHR President and Director
- ------------------------------
James E. Rohr
/s/ RODERIC H. ROSS Director
- ------------------------------
Roderic H. Ross
/s/ VINCENT A. SARNI Director
- ------------------------------
Vincent A. Sarni
/s/ GARRY J. SCHEURING Vice Chairman and Director
- ------------------------------
Garry J. Scheuring
/s/ RICHARD P. SIMMONS Director
- ------------------------------
Richard P. Simmons
</TABLE>
Power of Attorney - 2
<PAGE> 3
<TABLE>
<S> <C>
/s/ THOMAS J. USHER Director
- ------------------------------
Thomas J. Usher
Director
- ------------------------------
Milton A. Washington
/s/ HELGE H. WEHMEIER Director
- ------------------------------
Helge H. Wehmeier
</TABLE>
Power of Attorney - 3
