<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1997
REGISTRATION NO. 333-23339
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
J. C. PENNEY COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF INCORPORATION)
13-5583779
(I.R.S. EMPLOYER IDENTIFICATION NO.)
6501 LEGACY DRIVE
PLANO, TEXAS 75024-3698
(972) 431-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
C. R. LOTTER, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE, PLANO, TEXAS 75024-3698
(972) 431-1000
(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. [X]
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. [ ]
------------------------
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.
AS PERMITTED BY RULE 429, THE PROSPECTUS INCLUDED IN THIS REGISTRATION
STATEMENT ALSO RELATES TO THE REGISTRANT'S REGISTRATION STATEMENT NO. 333-06883
ON FORM S-3. DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES REGISTERED
PURSUANT TO REGISTRATION STATEMENT NO. 333-06883 IN THE AMOUNT OF $400,000,000
ARE BEING CARRIED FORWARD TO THE PROSPECTUS CONTAINED IN THIS REGISTRATION
STATEMENT. REGISTRANT PREVIOUSLY PAID A FILING FEE OF APPROXIMATELY $137,931
ASSOCIATED WITH SUCH CARRIED FORWARD SECURITIES.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (exclusive of underwriting discounts and commissions) in
connection with the issuance and distribution of the Securities registered
hereunder.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 787,879
"Blue Sky" expenses......................................... 20,000*
Printing expenses........................................... 125,000*
Trustee's fees and expense.................................. 35,000*
Accounting fees............................................. 35,000*
Rating agency fees.......................................... 375,000*
Miscellaneous expenses...................................... 32,121*
----------
Total.................................................. $1,410,000
==========
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of the directors and officers of the Company involved in a civil
or criminal action, suit or proceeding, including, under certain circumstances,
suits by or in the right of the Company, for any expenses, including attorneys'
fees, and (except in the case of suits by or in the right of the Company) any
liabilities which they may have incurred in consequence of such action, suit or
proceeding under the conditions stated in said Section.
Article X of the Company's Bylaws provides, in substance, for
indemnification by the Company of its directors and officers in accordance with
the provisions of the General Corporation Law of Delaware. The Company has
entered into indemnification agreements with its current directors and certain
of its current officers which generally provide for indemnification by the
Company except as prohibited by applicable law. To provide some assurance of
payment to the indemnitees of amounts to which they may become entitled pursuant
to the aforesaid agreements, the Company has funded a trust.
In addition, the Company has purchased insurance coverage under policies
which insure the Company for amounts which the Company is required or permitted
to pay as indemnification of directors and certain officers of the Company and
its subsidiaries, and which insure directors and certain officers of the Company
and its subsidiaries against certain liabilities which might be incurred by them
in such capacities and for which they are not entitled to indemnification by the
Company.
Furthermore, the Company, as well as its directors and officers, may be
entitled to indemnification by any underwriters named in the Prospectus
Supplement against certain civil liabilities under the 1933 Act under agreements
entered into between the Company and such underwriters.
II-1
<PAGE> 3
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1(a) Form of proposed Underwriting Agreement (including form of
proposed Delayed Delivery Contract) (filed as Exhibit 1 to
the Company's Registration Statement on Form S-3, SEC File
No. 2-79577, and incorporated herein by reference)
(b) Form of Proposed Agency Agreement (filed as Exhibit 1(b) to
the Company's Registration Statement on Form S-3, SEC File
No. 333-06883, and incorporated herein by reference)
4(a) Indenture, dated as of April 1, 1994, between the Company
and First Trust of California, National Association,
Successor Trustee to Bank of America National Trust and
Savings Association (filed as Exhibit 4(a) to the Company's
Registration Statement on Form S-3, SEC File No. 33-53275,
and incorporated herein by reference)
(b) Forms of Debt Securities registered hereunder may include
the following, among others:
(i) Form of % Note Due (filed as Exhibit
4(b)(i) to the Company's Registration Statement on Form S-3,
SEC File No. 33-53275, and incorporated herein by
reference)
(ii) Form of Zero Coupon Note Due (filed as
Exhibit 4(b)(ii) to the Company's Registration Statement on
Form S-3, SEC File No. 33-53275, and incorporated
herein by reference)
(iii) Form of % Debenture Due (Original
Issue Discount) (filed as Exhibit 4(b)(iii) to the Company's
Registration Statement on Form S-3, SEC File No.
33-53275, and incorporated herein by reference)
(iv) Form of % Debenture Due (filed as
Exhibit 4(b)(iv) to the Company's Registration Statement on
Form S-3, SEC File No. 33-53275, and incorporated
herein by reference)
(v) Form of % Sinking Fund Debenture Due
(filed as Exhibit 4(b)(v) to the Company's Registration
Statement on Form S-3, SEC File No. 33-53275, and
incorporated herein by reference)
(vi) Form of Extendible Note (filed as Exhibit 4(b)(vi) to
the Company's Registration Statement on Form S-3, SEC File
No. 33-53275, and incorporated herein by reference)
(vii) Form of Medium-Term Note, Series (Fixed Rate)
(filed as Exhibit 4(b)(vii) to the Company's Registration
Statement on Form S-3, SEC File No. 33-53275, and
incorporated herein by reference)
(viii) Form of Medium-Term Note, Series (Floating Rate)
(filed as Exhibit 4(b)(viii) to the Company's Registration
Statement on Form S-3, SEC File No. 33-53275, and
incorporated herein by reference)
(c) Form of proposed Warrant Agreement (including form of
proposed Warrant Certificate) (filed as Exhibit 4(c) to the
Company's Registration Statement on Form S-3, SEC File No.
33-53275, and incorporated herein by reference)
5 Opinion of C. R. Lotter with respect to the validity of the
Securities*
12 Computation of ratios (Computation of Ratios of Available
Income to Combined Fixed Charges and Preferred Stock
Dividend Requirement and Computation of Ratios of Available
Income to Fixed Charges for the 52 weeks ended October 26,
1996, January 27, 1996, January 28, 1995, and January 29,
1994, for the 53 weeks ended January 30, 1993, and for the
52 weeks ended January 25, 1992, respectively, were filed as
Exhibits 12 (a) and 12(b), respectively, to the Company's
Quarterly Report on Form 10-Q for the 13 and 39 weeks ended
October 26, 1996, and the Company's Annual Reports on Form
10-K for each of the years ended January 27, 1996, January
28, 1995, January 29, 1994, January 30, 1993, and January
25, 1992, respectively (SEC File No. 1-777), which Reports
are incorporated herein by reference)
23(a) Consent of KPMG Peat Marwick LLP*
(b) Consent of C. R. Lotter (see Exhibit 5)*
</TABLE>
II-2
<PAGE> 4
24 Powers of Attorney**
25 Statement of Eligibility on Form T-1 of First Trust of
California, National Association, as Successor Trustee under
the Indenture pursuant to which the Debt Securities
registered hereunder are to be issued (filed as Exhibit 25
to the Company's Registration Statement on Form S-3, SEC
File No. 333-06883, and incorporated herein by reference)
99 Form of Pricing Supplement (filed as Exhibit 99 to the
Company's Registration Statement on Form S-3, SEC File No.
33-53275, and incorporated herein by reference)
- ---------------
* Previously filed.
** Filed herewith.
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 in the information set forth 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) 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;
(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)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 5
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 provisions described in Item 15 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE> 6
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 AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF PLANO AND STATE OF TEXAS, ON THE 19TH
DAY OF MARCH, 1997.
J. C. PENNEY COMPANY, INC.
By: /s/ D. A. MCKAY
------------------------------------
D. A. MCKAY
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <C> <C>
Chairman of the Board and
Chief Executive Officer
(principal executive
officer);
J. E. OESTERREICHER* Director March 19, 1997
- --------------------------------------------------------
J. E. OESTERREICHER
President and Chief
W. B. TYGART* Operating Officer; Director March 19, 1997
- --------------------------------------------------------
W. B. TYGART
Senior Vice President
and Chief Financial Officer
/s/ D. A. MCKAY* (principal financial officer) March 19, 1997
- --------------------------------------------------------
D. A. MCKAY
Vice President
and Controller
(principal accounting
W. J. ALCORN* officer) March 19, 1997
- --------------------------------------------------------
W. J. ALCORN
M. A. BURNS* Director March 19, 1997
- --------------------------------------------------------
M. A. BURNS
C. H. CHANDLER* Director March 19, 1997
- --------------------------------------------------------
C. H. CHANDLER
V. E. JORDAN, JR.* Director March 19, 1997
- --------------------------------------------------------
V. E. JORDAN, JR.
GEORGE NIGH* Director March 19, 1997
- --------------------------------------------------------
GEORGE NIGH
J. C. PFEIFFER* Director March 19, 1997
- --------------------------------------------------------
J. C. PFEIFFER
A. W. RICHARDS* Director March 19, 1997
- --------------------------------------------------------
A. W. RICHARDS
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <C> <C>
C. S. SANFORD, JR.* Director March 19, 1997
- --------------------------------------------------------
C. S. SANFORD, JR.
R. G. TURNER* Director March 19, 1997
- --------------------------------------------------------
R. G. TURNER
J. D. WILLIAMS* Director March 19, 1997
- --------------------------------------------------------
J. D. WILLIAMS
*By: /s/ D. A. MCKAY
---------------------------------------------------
D. A. MCKAY
ATTORNEY-IN-FACT
</TABLE>
COPIES OF POWERS OF ATTORNEY AUTHORIZING W. J. ALCORN, R. B. CAVANAUGH, C.
R. LOTTER, AND D. A. MCKAY, AND EACH OF THEM, TO SIGN THIS REGISTRATION
STATEMENT ON BEHALF OF THE ABOVE NAMED DIRECTORS AND OFFICERS, ARE BEING FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION SIMULTANEOUSLY HEREWITH.
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1(a) Form of proposed Underwriting Agreement (including form of
proposed Delayed Delivery Contract) (filed as Exhibit 1 to
the Company's Registration Statement on Form S-3, SEC File
No. 2-79577, and incorporated herein by reference)
(b) Form of Proposed Agency Agreement (filed as Exhibit 1(b) to
the Company's Registration Statement on Form S-3, SEC File
No. 333-06883, and incorporated herein by reference)
4(a) Indenture, dated as of April 1, 1994, between the Company
and First Trust of California, National Association,
Successor Trustee to Bank of America National Trust and
Savings Association (filed as Exhibit 4(a) to the Company's
Registration Statement on Form S-3, SEC File No. 33-53275,
and incorporated herein by reference)
(b) Forms of Debt Securities registered hereunder may include
the following, among others:
(i) Form of % Note Due (filed as Exhibit
4(b)(i) to the Company's Registration Statement on Form S-3,
SEC File No. 33-53275, and incorporated herein by
reference)
(ii) Form of Zero Coupon Note Due (filed as
Exhibit 4(b)(ii) to the Company's Registration Statement on
Form S-3, SEC File No. 33-53275, and incorporated
herein by reference)
(iii) Form of % Debenture Due (Original
Issue Discount) (filed as Exhibit 4(b)(iii) to the Company's
Registration Statement on Form S-3, SEC File No.
33-53275, and incorporated herein by reference)
(iv) Form of % Debenture Due (filed as
Exhibit 4(b)(iv) to the Company's Registration Statement on
Form S-3, SEC File No. 33-53275, and incorporated
herein by reference)
(v) Form of % Sinking Fund Debenture Due
(filed as Exhibit 4(b)(v) to the Company's Registration
Statement on Form S-3, SEC File No. 33-53275, and
incorporated herein by reference)
(vi) Form of Extendible Note (filed as Exhibit 4(b)(vi) to
the Company's Registration Statement on Form S-3, SEC File
No. 33-53275, and incorporated herein by reference)
(vii) Form of Medium-Term Note, Series (Fixed Rate)
(filed as Exhibit 4(b)(vii) to the Company's Registration
Statement on Form S-3, SEC File No. 33-53275, and
incorporated herein by reference)
(viii) Form of Medium-Term Note, Series (Floating Rate)
(filed as Exhibit 4(b)(viii) to the Company's Registration
Statement on Form S-3, SEC File No. 33-53275, and
incorporated herein by reference)
(c) Form of proposed Warrant Agreement (including form of
proposed Warrant Certificate) (filed as Exhibit 4(c) to the
Company's Registration Statement on Form S-3, SEC File No.
33-53275, and incorporated herein by reference)
5 Opinion of C. R. Lotter with respect to the validity of the
Securities*
12 Computation of ratios (Computation of Ratios of Available
Income to Combined Fixed Charges and Preferred Stock
Dividend Requirement and Computation of Ratios of Available
Income to Fixed Charges for the 52 weeks ended October 26,
1996, January 27, 1996, January 28, 1995, and January 29,
1994, for the 53 weeks ended January 30, 1993, and for the
52 weeks ended January 25, 1992, respectively, were filed as
Exhibits 12(a) and 12(b), respectively, to the Company's
Quarterly Report on Form 10-Q for the 13 and 39 weeks ended
October 26, 1996, and the Company's Annual Reports on Form
10-K for each of the years ended January 27, 1996, January
28, 1995, January 29, 1994, January 30, 1993, and January
25, 1992, respectively (SEC File No. 1-777), which Reports
are incorporated herein by reference)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
23(a) Consent of KPMG Peat Marwick LLP*
(b) Consent of C. R. Lotter (see Exhibit 5)*
24 Powers of Attorney**
25 Statement of Eligibility on Form T-1 of First Trust of
California, National Association, as Successor Trustee under
the Indenture pursuant to which the Debt Securities
registered hereunder are to be issued (filed as Exhibit 25
to the Company's Registration Statement on Form S-3, SEC
File No. 333-06883, and incorporated herein by reference)
99 Form of Pricing Supplement (filed as Exhibit 99 to the
Company's Registration Statement on Form S-3, SEC File No.
33-53275, and incorporated herein by reference)
</TABLE>
- ---------------
* Previously filed.
** Filed herewith.
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT each of the undersigned directors and
officers of J. C. PENNEY COMPANY, INC., a Delaware corporation ("Company"),
which will file with the Securities and Exchange Commission, Washington, D. C.
("Commission"), under the provisions of the Securities Act of 1933, as amended,
a Registration Statement on Form S-3 (or any appropriate form then in effect)
for the registration of the Company's debt securities (which may include debt
securities, together with warrants or other rights to purchase or otherwise
acquire debt securities), and (ii) under the provisions of the Securities
Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the 52
weeks ended January 25, 1997, hereby constitutes and appoints W. J. Alcorn, R.
B. Cavanaugh, C. R. Lotter, and D. A. McKay, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power to each of them to act
without the others, for him or her and in his or her name, place, and stead, in
any and all capacities, to sign (x) said Registration Statement and Prospectus
and Prospectus Supplements, which are about to be filed, and any and all
subsequent amendments thereto (including, without limitation, any and all
post-effective amendments thereto ("Registration Statement")), and (y) said
Annual Report, which is about to be filed, and any and all subsequent
amendments to said Annual Report ("Annual Report"), and to file said
Registration Statement and Annual Report so signed, with all exhibits thereto,
and any and all documents in connection therewith, and to appear before the
Commission in connection with any matter relating to said Registration
Statement and Annual Report, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 12th day of March, 1997.
<TABLE>
<S> <C>
/s/ J. E. Oesterreicher
- --------------------------------------------
J. E. Oesterreicher
Chairman of the Board
and Chief Executive Officer
(principal executive officer);
Director
/s/ W. B. Tygart /s/ D. A. McKay
- -------------------------------------------- ---------------------------------------------
W. B. Tygart D. A. McKay
President and Chief Operating Officer; Senior Vice President and
Director Chief Financial Officer
(principal financial officer)
/s/ W. J. Alcorn
- ---------------------------------------
W. J. Alcorn
Vice President and Controller
(principal accounting officer)
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
/s/ M. A. Burns /s/ C. H. Chandler
- --------------------------------------- ---------------------------------------------
M. A. Burns C. H. Chandler
Director Director
/s/ V. E. Jordan, Jr. /s/ George Nigh
- --------------------------------------- ---------------------------------------------
V. E. Jordan, Jr. George Nigh
Director Director
/s/ J. C. Pfeiffer /s/ A. W. Richards
- --------------------------------------- ---------------------------------------------
J. C. Pfeiffer A. W. Richards
Director Director
/s/ C. S. Sanford, Jr. /s/ R. G. Turner
- --------------------------------------- ---------------------------------------------
C. S. Sanford, Jr. R. G. Turner
Director Director
/s/ J. D. Williams
- ---------------------------------------
J. D. Williams
Director
</TABLE>
