<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1994
REGISTRATION NO. _________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
MAXUS ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 75-1891531
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
717 NORTH HARWOOD STREET
DALLAS, TEXAS 75201-6594
(Address of Principal Executive Offices) (Zip Code)
MAXUS ENERGY CORPORATION
DIRECTOR STOCK COMPENSATION PLAN
(Full title of the Plan)
DAVID A. WADSWORTH
ASSOCIATE GENERAL COUNSEL
717 NORTH HARWOOD STREET
DALLAS, TEXAS 75201-6594
(214) 953-2000
(Name, address and telephone number,
including area code of agent for service of process)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OR CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE* PRICE* FEE
- -----------------------------------------------------------------------------------------
Common Stock, $1.00 par value.. 250,000 $4.50 $1,125,000 $388
=========================================================================================
<S> <C> <C> <C> <C>
</TABLE>
*Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) Annual Report on Form 10-K of Maxus Energy Corporation (the
"Company") for the year ended December 31, 1993, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act");
(b) Quarterly Reports on Form 10-Q of the Company for the quarters ended
March 31, and June 30, 1994, filed pursuant to the 1934 Act;
(c) The Company's Current Reports on Form 8-K dated January 10, 1994,
January 12, 1994, January 24, 1994, and September 9, 1994 filed pursuant
to the 1934 Act; and
(d) The description of the Common Stock, $1.00 par value ("Common
Stock"), of the Company contained in the Company's registration statement
filed under Section 12 of the 1934 Act, dated September 2, 1983, as
amended.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby has been
passed upon for the Company by David A. Wadsworth, Esq., Associate General
Counsel of the Company. As of October 1, 1994, Mr. Wadsworth beneficially owned
or had options to purchase 37,887 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative
II-1
<PAGE>
actions, Section 145(b) of the DGCL provides in relevant part that "[a]
corporation shall have the power to indemnify any party who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
. . . [by reason of his service in one of the capacities specified in the
preceding sentence] against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made 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 only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper."
Section 37 of the By-Laws of the Company provides generally for the Company
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed (i) action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company), or (ii) action or suit by or in the right of
the Company to procure a judgment in its favor, by reason of the fact that he is
or was or has agreed to become a director, officer, employee or agent of the
Company, or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges and expenses (including attorneys' fees), and in the case of (i) above,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding under (i) above,
had no reasonable cause to believe his conduct was unlawful, and, with respect
to any action or suit under (ii) above, was not judged to be liable for
negligence or misconduct in the performance of his duty to the Company unless
the court in which the suit was brought determines that such person is fairly
and reasonably entitled to such costs, charges and expenses as the court deems
proper.
Section 38 of the By-Laws of the Company provides generally that the
Company shall purchase and maintain insurance on behalf of any person who is or
has agreed to become a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him or on
his behalf in any such capacity, or arising out of his status as such, whether
or not the Company would have the power to indemnify him against such liability
under the provisions of Section 37 of the By-Laws of the Company, if such
insurance is available on acceptable terms as determined by a vote of a majority
of the entire Board of Directors. The Company has purchased and maintains
insurance on behalf of any person who is or was a director or officer against
any loss arising from any claim asserted against him and incurred by him in any
such capacity, subject to certain exclusions.
Article Eleventh of the Company's Certificate of Incorporation, as
permitted by the DGCL, protects the Company's directors against monetary damages
for breaches of their fiduciary duty of care, except as set forth below. Under
the DGCL, absent Article Eleventh, directors could generally be held liable for
gross negligence for decisions made in the performance of their duty of care but
not for simple negligence. Article Eleventh eliminates director liability for
negligence in the performance of their duties, including gross negligence.
Directors remain liable for breaches of their duty of loyalty to the Company
II-2
<PAGE>
and its stockholders, as well as for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. Article
Eleventh does not limit a stockholder's ability to pursue injunctive or other
equitable relief and does not apply to claims arising under violations of the
federal securities laws.
ITEM 8. EXHIBITS.
4.1 _ Director Stock Compensation Plan (filed herewith).
5.1 _ Opinion of David A. Wadsworth, Esq., with respect to the legality
of the Common Stock being registered (filed herewith).
23.1 _ Consent of Price Waterhouse LLP (filed herewith).
23.2 _ Consent of David A. Wadsworth (included in Exhibit 5.1).
24.1 _ Power of Attorney of directors and officers of the Company (filed
herewith).
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, as amended ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that 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 1934 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.
II-3
<PAGE>
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
(h) 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 foregoing provisions, or 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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on the 7th day of October,
1994.
MAXUS ENERGY CORPORATION
By M. Middlebrook
-------------------------
M. Middlebrook,
Vice President
II-4
<PAGE>
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Title
--------- -----
*C. L. Blackburn Chairman of the Board, President
--------------------------- and Chief Executive Officer
C. L. Blackburn
*G. W. Pasley Senior Vice President, Finance and
--------------------------- Administration, and Chief Financial
G. W. Pasley Officer (Principal Financial Officer)
*G. R. Brown Vice President and Controller
--------------------------- (Principal Accounting Officer)
G. R. Brown
*J. David Barnes Director
---------------------------
J. David Barnes
*B. Clark Burchfiel Director
---------------------------
B. Clark Burchfiel
*Bruce B. Dice Director
---------------------------
Bruce B. Dice
*Michael C. Forrest Director
---------------------------
Michael C. Forrest
*Charles W. Hall Director
---------------------------
Charles W. Hall
*Raymond A. Hay Director
---------------------------
Raymond A. Hay
*George L. Jackson Director
---------------------------
George L. Jackson
*John T. Kimbell Director
---------------------------
John T. Kimbell
*Richard W. Murphy Director
---------------------------
Richard W. Murphy
*Jose M. Perez Director
---------------------------
Jose M. Perez
*R. A. Walker Director
---------------------------
R. A. Walker
II-5
<PAGE>
*W. Thomas York
---------------------------- Director
W. Thomas York
Lynne P. Ciuba, by signing her name hereto, does hereby sign this Registration
Statement on behalf of each of the above-named officers and directors of Maxus
Energy Corporation, pursuant to powers of attorney executed on behalf of each of
such officers and directors.
*By Lynne P. Ciuba
------------------------------------
Attorney-in-Fact
October 7, 1994
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------ -------
4.1 Director Stock Compensation Plan
5.1 Opinion of Daivd A. Wadsworth, Esq., with respect to the legality
of the Common Stock being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of David A. Wadsworth
24.1 Power of Attorney of directors and officers of the Company
<PAGE>
Exhibit 4.1
DIRECTOR STOCK COMPENSATION PLAN
1. The Plan. This plan is referred to as the Director Stock Compensation Plan
(the "Plan") of Maxus Energy Corporation (the "Corporation").
2. Participation. All directors of the Corporation who are not full time
employees of the Corporation shall be participants ("Non-employee
Directors") under the Plan.
3. Grants/Purchases.
(a) On the effective date of the Plan (the "Effective Date"), the
entitlement of each person who is then a Non-employee Director to an
annual retainer for service as a Non-employee Director (the "Annual
Retainer") will be suspended for the four calendar-month period beginning
with the month in which the Effective Date falls. On December 31, 1994,
each such Non-employee Director shall receive, in lieu of 100% of that
portion of the Annual Retainer he would otherwise have been entitled to
receive for such four calendar-month period, a number of shares of common
stock, $1.00 par value ("Common Stock"), of the Corporation equal to 6,800
divided by the "Fair Market Value" (as defined below) of the Common Stock
as of December 31, 1994, rounded down to the next whole number if the
quotient is not a whole number.
(b) On the date of each annual meeting of stockholders for the election of
directors of the Corporation ("Annual Meeting"), the entitlement of each
person who is elected as a Non-employee Director on or who otherwise
continues to serve as a Non-employee Director after such date to the Annual
Retainer will be suspended for the four calendar-month period beginning
with the month in which the relevant Annual Meeting falls. On
1
<PAGE>
the last day of any such four calendar-month period, each such Non-employee
Director shall receive, in lieu of 100% of that portion of the Annual
Retainer he would otherwise have been entitled to receive for such four
calendar-month period, a number of shares of Common Stock equal to 34% of
the amount of the then applicable Annual Retainer divided by the Fair
Market Value of the Common Stock as of such date, rounded down to the next
whole number if the quotient is not a whole number.
(c) If a Non-employee Director ceases to be a Non-employee Director during
any four calendar-month period referred to in paragraph (a) or (b) above,
then the number of shares of Common Stock to which such Non-employee
Director would otherwise be entitled under said paragraph (a) or (b) for
said four calendar-month period shall be reduced by multiplying such number
of shares by a fraction the numerator of which is the number of months
during said four calendar-month period in which such Non-employee Director
served as a Non-employee Director of the Corporation and the denominator of
which is four.
4. Coordination With Deferred Compensation Plan. Notwithstanding any other
provision hereof, if a Non-employee Director defers, under the
Corporation's Deferred Compensation Plan for Directors ("DCP"), all or a
portion of his Annual Retainer for any four calendar-month period referred
to in Section 3 ("Deferral Period"), then such Non-Employee Director shall
receive in lieu of the number of shares of Common Stock provided for under
Section 3 with respect to the applicable Deferral Period a number of shares
of Common Stock equal to "x" divided by "y", rounded down to the next whole
number if the quotient is not a whole number, where "x" is equal to (i)
6,800 minus that portion of the Annual Retainer actually deferred under the
DCP by such Non-employee Director with respect to said Deferral Period, in
the event said Deferral Period is the period described paragraph (a) of
Section 3, or
2
<PAGE>
(ii) 34% of the amount of the then applicable Annual Retainer minus that
percentage of the then applicable Annual Retainer actually deferred under
the DCP by such Non-employee Director with respect to said Deferral Period,
in the event said Deferral Period is a period described in paragraph (b) of
Section 3, and "y" is equal to the Fair Market Value of the Common Stock on
the last day of the applicable Deferral Period.
If a Non-employee Director ceases to be a Non-employee Director during any
Deferral Period referred to above, then the number of shares of Common
Stock to which such Non-employee Director would otherwise be entitled under
this Section 4 for said Deferral Period shall be reduced by multiplying
such number of shares by a fraction the numerator of which is the number of
months during the applicable Deferral Period in which such Non-employee
Director served as a Non-employee Director of the Corporation and the
denominator of which is four.
5. Fair Market Value. As used in the Plan (unless a different method of
calculation is required by applicable law), "Fair Market Value" on any
date shall mean the closing price of the Common Stock as reported on the
New York Stock Exchange Composite Transactions Report (or any other
consolidated transactions reporting system which may subsequently replace
such Composite Transactions Report) for the New York Stock Exchange trading
day immediately preceding such date or, if there are no sales on such date,
the next preceding date on which there were sales.
6. Effective Date; Amendment; Termination. The Plan shall be effective
September 1, 1994. The Corporation may at any time, in its sole
discretion, amend or terminate the Plan by action of its board of
directors. Any provision in the immediately
3
<PAGE>
preceding sentence to the contrary notwithstanding, the Plan may not be
amended more than once every six months, other than to comport with changes
in the Internal Revenue Code of 1986, as amended, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
7. Registration; Etc. Notwithstanding any other provision hereof, no Common
Stock shall be granted or purchased under the Plan unless the Common Stock
to be issued in connection with such grant or purchase is subject to an
effective registration statement under the Securities Act of 1933, as
amended, or if such exercise would result in a violation of any applicable
federal or state securities laws. The Corporation will use reasonable
efforts to comply with any such applicable laws.
8. Suspension. Any provision herein to the contrary notwithstanding, if on
the date of any grant or purchase of Common Stock hereunder the General
Counsel ("General Counsel") of the Corporation determines, in his sole
discretion, that the Corporation is in possession of material, undisclosed
information that would prevent it from issuing securities, the grant or
purchase of such Common Stock will be suspended until the General Counsel
determines, in his sole discretion, that the Corporation is no longer in
possession of material, undisclosed information that would prevent it from
issuing securities. The General Counsel may only suspend the date of grant
or purchase; the amount and other terms of any such grant or purchase will
be as set forth in the Plan, except the four calendar-month period for
which a Non-employee Director forgoes his right to receive the Annual
Retainer will be determined as of the date such Common Stock is granted or
purchased. Any determination by the General Counsel will be made in
writing.
4
<PAGE>
Exhibit 5.1
October 7, 1994
Maxus Energy Corporation
717 North Harwood Street
Dallas, Texas 75201
Re: Registration on Form S-8 of 250,000 shares of Common Stock, $1.00 par
value per share, of Maxus Energy Corporation
Gentlemen:
I am an Associate General Counsel of Maxus Energy Corporation, a Delaware
corporation (the "Company"), and have acted as counsel to the Company in
connection with the registration and sale under the Securities Act of 1933, as
amended (the "Securities Act"), by the Company of 250,000 shares of its Common
Stock, $1.00 par value per share (the "Shares"). The Shares are being
registered pursuant to that certain Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission under the Securities Act (as
hereinafter amended or supplemented, the "Registration Statement") and are to be
sold pursuant to the Company's Director Stock Compensation Plan (the "Plan").
In connection therewith, I have examined and relied upon the originals, or
copies certified to my satisfaction, of (i) the Restated Certificate of
Incorporation, as amended, and the By-Laws, as amended, of the Company, (ii)
minutes and records of the corporate proceedings of the Company with respect to
the issuance by the Company of the Shares, (iii) the Registration Statement and
exhibits thereto, (iv) the Plan and (v) such other documents and instruments as
I have deemed necessary for the expression of the opinion contained herein.
In making the foregoing examinations, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity to original documents of all documents submitted to me as
certified or photostatic copies.
<PAGE>
Maxus Energy Corporation
October 7, 1994
Page 2
Based on the foregoing, and having due regard for such legal considerations
as I deem relevant, I am of the opinion that the Shares have been duly
authorized and, when issued against payment of the consideration therefor, will
be validly issued, fully paid and nonassessable.
I am a member of the Bar of the State of Texas and do not purport to be an
expert on, generally familiar with, or qualified to express legal conclusions
based on, laws other than the laws of the United States of America, the State of
Texas and the General Corporation Law of the State of Delaware. Accordingly,
the opinion expressed above is specifically limited to the laws of the State of
Texas, the General Corporation Law of the State of Delaware and the federal law
of the United States of America.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to me under the caption "Interests of Named Experts and Counsel" in
Part II of such Registration Statement.
Very truly yours,
David A. Wadsworth
David A. Wadsworth
Associate General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1994, which appears on
page 51 of the 1993 Annual Report to Stockholders of Maxus Energy Corporation,
which is incorporated by reference in Maxus Energy Corporation's Annual Report
on Form 10-K for the year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 20 of such Annual Report on Form 10-K.
Price Waterhouse LLP
PRICE WATERHOUSE LLP
Dallas, Texas
October 7, 1994
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each undersigned hereby constitutes
and appoints Lynne P. Ciuba, H. R. Smith and David A. Wadsworth, and each of
them, his true and lawful attorney or attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf as a director or officer, or both, as the case may be, of
Maxus Energy Corporation (the "Corporation") a registration statement on Form
S-8, or any other appropriate form, for the purposes of registering pursuant to
the Securities Act of 1933, as amended, 250,000 shares of Common Stock, $1.00
par value, of the Corporation for issuance pursuant to the Corporation's
Director Stock Compensation Plan and to sign any or all amendments and any or
all post-effective amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney or
attorneys-in-fact, and to each of them, with or without the others, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney or attorneys-in-fact or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
July 26, 1994
J. David Barnes George L. Jackson
- ------------------------- --------------------------
J. David Barnes George L. Jackson
Charles L. Blackburn John T. Kimbell
- ------------------------- --------------------------
Charles L. Blackburn John T. Kimbell
B. Clark Burchfiel Richard W. Murphy
- ------------------------- --------------------------
B. Clark Burchfiel Richard W. Murphy
Bruce B. Dice Jose Maria Perez Arteta
- ------------------------- --------------------------
Bruce B. Dice Jose Maria Perez Arteta
M. C. Forrest R. A. Walker
- ------------------------- --------------------------
M. C. Forrest R. A. Walker
Charles W. Hall W. Thomas York
- ------------------------- --------------------------
Charles W. Hall W. Thomas York
Raymond A. Hay
- -------------------------
Raymond A. Hay
* * * *
G. R. Brown George W. Pasley
- ------------------------- --------------------------
G. R. Brown George W. Pasley
