<PAGE>
As filed with the Securities and Exchange Commission on ________, 1999
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
Civic BanCorp
-------------
(Exact name of registrant as specified in its charter)
California 68-0022322
---------- ----------
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
2101 Webster Street, Oakland, California 94612
----------------------------------------------
(Address of principal executive office, including zip code)
Civic BanCorp 1995 Non-Employee Director Stock Option Plan
----------------------------------------------------------
(Full title of the plan)
Herbert C. Foster, Civic Bancorp, 2101 Webster Street, Oakland, CA 94612
------------------------------------------------------------------------
(Name and address of agent for service)
(510) 835-6500
--------------
(Telephone number, including area code, of agent for process)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of
of the registered registered offering price per unit offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 173,775 (1) $13.75 (1) $2,389,407 (1) $664.26
Options to acquire shares
common stock
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices as reported on the NASDAQ Stock
Market's National Market on September 20, 1999. Calculated pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended.
<PAGE>
Part I Information Required in the Section 10(a) Prospectus
Pursuant to the instructions for Form S-8, the prospectus is not
included in this Registration Statement.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents previously filed or to be filed with the
Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
hereby incorporated by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's Annual
Report on Form 10-K referred to in paragraph (a) above.
(e) The description of the Registrant's common stock contained in the
Registration Statement filed under the Exchange Act, including the description
of the Shareholder Rights Plan as described in the Form 8-A Rights Agreement
previously filed with the Commission.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 filing thereof.
Item 4. Description of Securities.
- -----------------------------------
Securities to be offered are registered under Section 12 of the
Exchange Act. Therefore this item is not applicable.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
The validity of the Shares that may be offered under the Civic BanCorp
Employee Stock Purchase Plan will be passed upon for the Registrant by
McCutchen, Doyle, Brown & Enersen,
2
<PAGE>
LLP, San Francisco, CA 94111. Attorneys who
are partners or employed by McCutchen, Doyle, Brown & Enersen LLP in the
aggregate own approximately 3,600 Shares.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 317 of the California General Corporation Law permits
indemnification of directors, officers and employees of corporations under
certain conditions and subject to certain limitations. The articles of
incorporation of the Registrant contain provisions limiting the monetary
liability of directors for breaches of the duty of care. Article 5 of the Bylaws
of the Registrant contains provisions for the indemnification of directors,
officers and employees to the fullest extent permitted under Section 317. In
addition, the Registrant maintains officers and directors liability insurance
for an annual aggregate maximum of $10,000,000.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
No securities to be sold pursuant to this registration statement are
being reoffered or resold. Therefore this item is not applicable.
Item 8. Exhibits.
- -----------------
4. Civic BanCorp 1995 Non-Employee Director Stock Option Plan as ammended
5.1 Opinion of McCutchen, Doyle, Brown & Enersen LLP re legality
23.1 Consent of KPMG LLP
23.2 Consent of McCutchen, Doyle, Brown & Enersen LLP (included in their
opinion included as Exhibit 5.1
24. Power of attorney
Item 9. Undertakings.
- ----------------------
(1) Registrant hereby undertakes:
(a) To file during any period in which offers of 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 (the "1933 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;
3
<PAGE>
(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 (1)(a)(i) and (1)(a)(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 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the 1933
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.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 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
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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act); and, where interim
financial information required to be presented by Article 3 of Regulation S-X of
the 1934 Act are not set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
(4) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, 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 1933 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
4
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oakland, State of California, on September 20, 1999.
CIVIC BANCORP
(Registrant)
By /s/ Herbert C. Foster
------------------------------------------
Herbert C. Foster
President 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 on behalf
of the registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Herbert C. Foster President and Chief September 20, 1999
- -------------------------------------- Executive Officer and
Herbert C. Foster Director (Principal
Executive Officer)
/s/ Gerald J. Brown Senior Vice President September 20, 1999
- -------------------------------------- and Chief Financial
Gerald J. Brown Officer (Principal
Financial and Accounting
Officer)
/s/ C. Donald Carr Director and Chairman September 20, 1999
- --------------------------------------
C. Donald Carr
/s/ David L. Cutter Director September 20, 1999
- --------------------------------------
David L. Cutter
/s/ Wayne S. Doiguchi Director September 20, 1999
- --------------------------------------
Wayne S. Doiguchi
/s/ John W. Glenn Director September 20, 1999
- --------------------------------------
John W. Glenn
/s/ Paul R. Handlery Director September 20, 1999
- --------------------------------------
Paul R. Handlery
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James C. Johnson Director September 20, 1999
- --------------------------------------
James C. Johnson
/s/ Paul C. Kepler Director September 20, 1999
- --------------------------------------
Paul C. Kepler
/s/ John E. Lindstedt Director September 20, 1999
- --------------------------------------
John E. Lindstedt
/s/ Edward G. Mein Director September 20, 1999
- --------------------------------------
Edward G. Mein
/s/ Dale D. Reed Director September 20, 1999
- --------------------------------------
Dale D. Reed
/s/ Edward G. Roach Director September 20, 1999
- --------------------------------------
Edward G. Roach
/s/ Barclay Simpson Director September 20, 1999
- --------------------------------------
Barclay Simpson
</TABLE>
7
<PAGE>
Item 8. Exhibits. Page
- ----------------- ----
4. Civic BanCorp 1995 Non-Employee Director Stock Option Plan as ammended
5.1 Opinion of McCutchen, Doyle, Brown & Enersen LLP re legality
23.1 Consent of KPMG LLP
23.2 Consent of McCutchen, Doyle, Brown & Enersen LLP (included in their
opinion included as Exhibit 5.1
24. Power of attorney
<PAGE>
Exhibit 4
CIVIC BANCORP
1995 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
As amended through September 1, 1999
1. Purpose of the Plan.
This 1995 Non-Employee Director Stock Option Plan as amended (the
"Plan") is intended to assist Civic BanCorp (the "Company") in attracting and
retaining highly qualified outside directors by granting outside directors
nonqualified stock options ("Options") to acquire common stock of the Company
("Shares").
2. Participation.
All members of the Company's board of directors (the "Board") who are
not officers or employees of the Company or of any of its subsidiaries or
affiliates ("Eligible Directors") shall be eligible to participate in the Plan.
3. Administration of Plan.
The Plan shall be administered, construed and interpreted by the Board
of Directors or, at the option of the Board of Directors, by a committee (the
"Committee") which shall be comprised of three or more members of the Board
appointed by the Board. The Committee shall prescribe the form of stock option
agreement to be used to evidence grants of Options under the Plan, consistent
with the terms of the Plan and all applicable laws and regulations, including,
without limitation, Rule 16b-3 (or successor provision) promulgated by the
Securities and Exchange Commission. This Plan is intended to be administered as
a "formula" plan pursuant to Rule 16b-3(c)(2)(ii).
4. Shares Subject to Plan.
(a) Maximum Shares.
The maximum number of Shares with respect to which Options may be
granted and which are hereby reserved for purposes of the Plan, shall be, in the
aggregate, 173,775 Shares, subject to adjustment as provided in Section 4(b)
hereof. Shares issued under the Plan may be either authorized but unissued
Shares or Shares which have been or may be reacquired by the Company. Shares
released upon forfeiture or termination of an Option shall again be available
for grants of future Options.
<PAGE>
(b) Adjustments in Event of Changes in Capitalization.
In the event that the Shares are changed into or exchanged for a
different kind or number of shares of stock or securities of the Company as the
result of any stock dividend, stock split, combination of shares, exchange of
shares, merger, consolidation, reorganization, recapitalization or other change
in capital structure, then the number of Shares subject to this Plan and to
Options granted hereunder shall be equitably adjusted by the Board or the
Committee to prevent the dilution or enlargement of Options, and any new stock
or securities into which the Shares are changed or for which they are exchanged
shall be substituted for the Shares subject to this Plan and to Options granted
hereunder; provided, however, that fractional shares may be deleted from any
such adjustment or substitution.
5. Options Granted Under the Plan.
(a) Option Grants.
On the date the Board of Directors adopts this Plan, which is March
15, 1995 (the "Effective Date"), or on the date a person first becomes an
Eligible Director, each Eligible Director shall be granted an Option to acquire
4,000 Shares. On each anniversary of the Effective Date, each Eligible Director
shall also be granted an Option to acquire 1,500 Shares, effective on such
anniversary date. If the number of Shares for which Options are to be granted
on any anniversary date of the Effective Date is greater than the number of
remaining Shares authorized to be issued under the Plan, Options to acquire the
remaining Shares shall be allocated pro rata among the Eligible Directors, and
the Company shall have no obligation to authorize the issuance of any additional
Shares or to grant any additional Options under the Plan. The price at which
Shares may be acquired pursuant to Options (the "Exercise Price") shall be the
Fair Market Value of the Shares, as defined in Section (d) hereof, as of the
Effective Date, in the case of the original grant of Options to acquire 4,000
Shares per Eligible Director, and as of the date on which each subsequent Option
is granted, which shall in each case be the anniversary of the Effective Date.
All Options under the Plan shall be nonqualified stock options for purposes of
the Internal Revenue Code of 1968, as amended.
(b) Exercise Rights.
An Option granted under the Plan shall not be exercisable for a period
of six months after the date of grant or until the shareholders of the Company
have approved the Plan, whichever is later. Thereafter, subject to Section 9
hereof, the Option shall be fully exercisable, and shall remain exercisable for
a period of five years from the date such Option is granted, at which time any
unexercised portion of the Option shall terminate. In the event that the
optionee ceases to be an Eligible Director within six months of the date an
Option is granted, the Option will be forfeited. In the event that the optionee
ceases to be an Eligible Director, any unexercised portion of an Option held by
such person shall terminate if not exercised within the following periods from
the date such person ceases to be an Eligible Director:
(i) one year when termination of Eligible Director status results
from death or disability (meaning the optionee is unable to act as a director by
reason of a medically
2
<PAGE>
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months); or
(ii) three months after termination of Eligible Director status
for any reason other than the death or disability of the optionee.
In the event of the optionee's death, the optionee's heirs, legatees
or legal representatives shall have the right to exercise the optionee's Option.
To the extent the Option remains unexercised as of the end of the applicable
period of time following termination of Eligible Director status, the Option
shall automatically terminate.
(c) Exercise of Options.
Subject to Section 5(b), an Option may be exercised with respect to
all or part of the Shares covered by the Option, but in no event with respect to
less than 100 Shares, unless the exercise relates to all Shares covered by the
Option at the date of exercise. Options may be exercised by delivery of a
signed written notice to the Company, which notice shall state the election to
exercise the Option and the number of whole Shares in respect of which it is
being exercised, together with payment in full of the Exercise Price in the form
of (i) cash (by a certified check, bank draft or money order); (ii) Shares
already owned by the optionee valued at Fair Market Value; or (iii) by a
combination of cash and Shares. Notice of exercise and payment of the Exercise
Price shall be delivered to the Company at the following address:
Civic BanCorp
2101 Webster Street
Oakland, California 94612
Attn: Chief Financial Officer
(d) Fair Market Value.
The term "Fair Market Value" means the fair market value of a Share as
determined in good faith by the Board or the Committee in the following manner:
(i) If the Shares are then listed on any national or regional
stock exchange, the Fair Market Value shall be the mean between the
high and low quoted sales prices of a Share on the date in question,
or if there are no reported sales on such date, on the last preceding
date on which sales were reported;
(ii) If the Shares are not so listed, then the Fair Market Value
shall be the mean between the bid and ask prices quoted by a market
maker or other recognized specialist in the Shares at the close of the
date in question; or
(iii) In the absence of either of the foregoing, the Fair Market
Value shall be determined by the Board or the Committee
3
<PAGE>
in its absolute discretion after giving consideration to the book
value, the revenues, the earnings history and the prospects of the
Company in light of market conditions generally.
The Fair Market Value determined in such manner shall be final, binding and
conclusive on all parties.
(e) Withholding.
No later than the date on which an amount first becomes includible in
the gross income of an Eligible Director for federal income tax purposes with
respect to any Option under the Plan, the Eligible Director shall pay to the
Company, or make arrangements satisfactory to the Company regarding the payment
of, any federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Withholding obligations may, at the
election of the optionee (which election shall be subject to compliance with
Rule 16b-3) be settled with Common Stock, including Common Stock that is part of
the Option that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements,
and the Company shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Eligible Director.
6. Restrictions on Transfers.
(a) Options Not Transferable.
No Option granted under the Plan may be assigned, encumbered, or
transferred, except, in the event of the death of the optionee, by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1968, as amended, or Title I of
the Employees Retirement Income Security Act or the rules thereunder.
(b) Government Regulations.
This Plan and Options granted under the Plan are subject to all
applicable Federal and state laws, rules and regulations and to such approvals
by any regulatory or governmental agency (including without limitation "no
action" positions of the Securities and Exchange Commission) which may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith. In connection with any Shares issued pursuant to the exercise of
Options, the person acquiring such Shares shall, if requested by the Company,
give assurances satisfactory to counsel to the Company in respect of such
matters as the Company may deem desirable to assure compliance with all
applicable legal requirements. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to listing on
any stock exchange on which Shares may then be listed, and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the Board or the Committee shall determine
to be necessary or advisable.
4
<PAGE>
7. Termination.
The Plan shall terminate automatically after the grant of Options on
March 15, 2001, and the Board of Directors may suspend or terminate the Plan at
any earlier time. Upon termination of the Plan, no additional Options shall be
granted under the Plan; provided, however, that the terms of the Plan shall
continue in full force and effect with respect to outstanding and unexercised
Options issued under the Plan.
8. Amendment.
The Board of Directors may amend the Plan from time to time in its
sole discretion; provided, however, that no such amendment shall, without the
approval of the shareholders of the Company in accordance with the laws of the
State of California and Rule 16b-3 under the Securities and Exchange Act of
1934, as amended: (a) materially modify the requirements as to eligibility for
participation in the Plan; (b) materially increase the number of Shares with
respect to which Options may be granted under the Plan or which may be granted
to any Eligible Director; (c) materially increase the benefits accruing to
Eligible Directors under the Plan. No amendment shall materially impair the
rights of any Eligible Director to whom an Option has been granted without such
person's consent.
9. Effective Date.
The Effective Date of the Plan shall be March 15, 1995 (the date it
was approved and adopted by the Board), subject to (a) receipt within one year
of that date of the approval of the holders of a majority of the shares of
common stock of the Company present or represented at the meeting of the
shareholders at which the Plan is considered and (b) the effectiveness of a
registration statement under the Securities Act of 1933 with respect to the
Plan, the Options and the Shares to be issued in connection with the Options.
All Options granted prior to satisfaction of such conditions shall be subject to
satisfaction of such conditions and may not be exercised prior to satisfaction
of such conditions. If such conditions are not satisfied on or before the first
anniversary of the Effective Date, all Options shall automatically terminate.
10. Governing Law.
This Plan shall be governed by, and construed in accordance with, the
laws of the State of California.
* * * * *
5
<PAGE>
EXHIBIT 5.1
September 20, 1999
(415) 393-2188
Civic BanCorp
2101 Webster Street, 14th Floor
Oakland, CA 94612
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Civic BanCorp, a California
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 filed by the Company under the Securities Act of 1933, as amended,
relating to the registration of 173,775 shares of common stock, no par value
(the "Shares"), and options relating thereto, which are expected to be issued
from time to time pursuant to the Civic BanCorp 1995 Non-Employee Director Stock
Option Plan as amended.
We are of the opinion that the Shares and options relating thereto
have been duly authorized and that the Shares, when issued pursuant to the terms
described in the Registration Statement and in conformity with applicable state
securities laws, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By /s/ Thomas G. Reddy
------------------------------------
A Member of the Firm
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Civic BanCorp:
We consent to incorporation by reference in the registration statement on Form
S-8 of Civic BanCorp of our report dated January 20, 1999 relating to the
consolidated balance sheets of Civic BanCorp and subsidiary as of December 31,
1998 and 1997, and the related consolidated statements of income, comprehensive
income, changes in shareholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1998, which report appears in the
December 31, 1998, annual report on Form 10-K of Civic BanCorp.
/s/ KPMG LLP
September 20, 1999
San Francisco, California
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Know all men by these presents that the undersigned does hereby make,
constitute and appoint Herbert C. Foster or Gerald J. Brown as the true and
lawful attorney-in-fact of the undersigned, with full power of substitution and
revocation, for and in the name, place and stead of the undersigned, to execute
and deliver the Registration Statement on Form S-8, and any and all amendments
thereto, including without limitation pre-effective and post-effective
amendments thereto; such Form S-8 and each such amendment to be in such form and
to contain such terms and provisions as said attorney or substitute shall deem
necessary or desirable; giving and granting unto said attorney, or to such
person as in any case shall be appointed pursuant to the power of substitution
herein given, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in such matter as the undersigned might or could do
if personally present, hereby ratifying and confirming all that said attorney or
such substitute shall lawfully do or cause to be done by virtue hereof.
In witness whereof, the undersigned has duly executed this Power of Attorney.
Dated: September 20, 1999 /s/ C. Donald Carr
--------------------------------
C. Donald Carr
Dated: September 20, 1999 /s/ David L. Cutter
--------------------------------
David L. Cutter
Dated: September 20, 1999 /s/ Wayne S. Doiguchi
--------------------------------
Wayne S. Doiguchi
Dated: September 20, 1999 /s/ John W. Glenn
--------------------------------
John W. Glenn
Dated: September 20, 1999 /s/ Paul R. Handlery
--------------------------------
Paul R. Handlery
Dated: September 20, 1999 /s/ James C. Johnson
--------------------------------
James C. Johnson
Dated: September 20, 1999 /s/ Paul C. Kepler
--------------------------------
Paul C. Kepler
Dated: September 20, 1999 /s/ John E. Lindstedt
--------------------------------
John E. Lindstedt
Dated: September 20, 1999 /s/ Edward G. Mein
--------------------------------
Edward G. Mein
8
<PAGE>
Dated: September 20, 1999 /s/ Dale D. Reed
--------------------------------
Dale D. Reed
Dated: September 20, 1999 /s/ Edward G. Roach
--------------------------------
Edward G. Roach
Dated: September 20, 1999 /s/ Barclay Simpson
--------------------------------
Barclay Simpson
9
