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As filed with the Securities and Exchange Commission on July 14,
1997.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PENNZOIL COMPANY
(Exact name of issuer as specified in its charter)
Delaware 74-1597290
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Pennzoil Place,
P.O. Box 2967
Houston, Texas 77252-2967
(Address of Principal Executive Offices) (Zip Code)
Pennzoil Company
1995 STOCK OPTION PLAN
(Full title of the plan)
Linda F. Condit
Corporate Secretary
Pennzoil Company
Pennzoil Place, P.O. Box 2967
Houston, Texas 77252-2967
(Name and address of agent for service)
(713) 546-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount being maximum maximum Amount of
securities registered offering aggregate registration
being price offering fee
registered(1) per share(2) price(2)
Common Stock,
par value
$0.83-1/3
per share 850,000 $75.875 $64,493,750 $19,544
shares
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this Registration Statement also covers an
indeterminate amount of plan interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the
purpose of computing the registration fee and based upon
the average of the high and low sales price of the Common
Stock of Pennzoil Company reported on the New York Stock
Exchange on July 11, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information
concerning the Pennzoil Company 1995 Stock Option Plan
required by Item 1 of Form S-8 and the statement of
availability of registrant information, Plan information,
and other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under
the Securities Act of 1933, as amended ("Securities Act").
In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the
Securities Act. The registrant shall maintain a file of
such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the
Commission or its staff a copy or copies of all of the
documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which Pennzoil Company
("Pennzoil") has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File No. 1-5591), are incorporated in this
Registration Statement by reference and shall be deemed to
be a part hereof:
(1) Pennzoil's Annual Report on Form 10-K for the
year ended December 31, 1996;
(2) Pennzoil's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
(3) Pennzoil's Current Reports on Form 8-K dated
January 9, 1997, July 11, 1997 and July 11, 1997.
(4) The description of the Common Stock, par
value $0.83-1/3 per share, of Pennzoil (the "Common Stock")
contained in Pennzoil's Form 8 Amendment No. 1 to
Application for Registration of the Securities on Form 10,
filed with the Commission on April 26, 1991.
All documents filed by Pennzoil with the
Commission pursuant to sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which
indicate that all securities offered hereby have been sold,
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date
of filing of such documents.
Any statement contained in this Registration
Statement, in a supplement hereto or in a document
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration
Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any
statement 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.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Article VII of the By-laws of Pennzoil, as
amended, provides for indemnification of officers,
directors, agents, and employees of Pennzoil to the extent
authorized by applicable law including, but not limited to,
the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, a
corporation generally has the power to indemnify its present
and former directors, officers, employees, and agents
against expenses and liabilities incurred by them in
connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation, and with respect to
any criminal action, they had no reasonable cause to believe
their conduct was unlawful. With respect to suits by or in
the right of a corporation, however, indemnification is
generally limited to attorney's fees and other expenses and
is not available if such person is adjudged to be liable to
the corporation unless the court determines that
indemnification is appropriate. In addition, a corporation
has the power to purchase and maintain insurance for such
persons. The statute also expressly provides that the power
to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
Article EIGHTH of Pennzoil's Restated Certificate
of Incorporation eliminates in certain circumstances the
monetary liability of directors of Pennzoil for a breach of
their fiduciary duty as directors. These provisions do not
eliminate the liability of a director (i) for a breach of
the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violation
of law; (iii) under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends
and purchase or redemption of shares in violation of the
Delaware General Corporation Law); or (iv) for transactions
from which the director derived an improper personal
benefit.
Directors and executive officers of Pennzoil
have entered into indemnification agreements with Pennzoil
that provide indemnification substantially similar to that
provided by Pennzoil's By-laws.
The above discussion of Pennzoil's Restated
Certificate of Incorporation and By-laws and of Section 145
of the Delaware General Corporation Law is not intended to
be exhaustive and is respectively qualified in its entirety
by such Restated Certificate of Incorporation, By-laws, and
statute.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Document Description
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Ryder Scott Company
Petroleum Engineers.
24 - Powers of Attorney.
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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 (the "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 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.
(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
Exchange Act and each filing of the Plan's annual report
pursuant to section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
(c) 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.
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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
Houston, the State of Texas, on July 14, 1997.
PENNZOIL COMPANY
By: JAMES L. PATE
(James L. Pate,
Chairman of the Board,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signatures Title Date
JAMES L. PATE Principal Executive July 14, 1997
(James L. Pate, Officer and Director
Chairman of the Board, President
and Chief Executive Officer)
DAVID P. ALDERSON, II Principal Financial July 14, 1997
(David P. Alderson, II, Group Vice and Accounting Officer
President - Finance)
Howard H. Baker, Jr.*
W. J. Bovaird*
Ernest H. Cockrell*
A Majority of the July 14, 1997
Harry H. Cullen* Directors of Pennzoil
Berdon Lawrence*
Brent Scowcroft*
Gerald B. Smith*
Cyril Wagner, Jr.*
*By: DAVID P. Alderson, II
(David P. Alderson, II
Attorney-In-Fact)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in this
Registration Statement on Form S-8 relating to the Pennzoil
Company 1995 Stock Option Plan of our report dated February
25, 1997, included in Pennzoil Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Houston, Texas
July 14, 1997
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8
relating to the Pennzoil Company 1995 Stock Option Plan of
our summary report dated February 13, 1997 included as
Exhibit 99(a) to Pennzoil Company's Annual Report on Form 10-
K for the year ended December 31, 1996 and the data
extracted from our report and the references to our firm
appearing in "Item 1. Business and Item 2. Properties" under
the captions "Oil and Gas Reserves" and in "Supplemental
Financial and Statistical Information - Unaudited - Oil and
Gas Information" of such Annual Report on Form 10-K.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 14, 1997
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Howard H. Baker, Jr.
____________________________
Howard H. Baker, Jr.
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ W. J. Bovaird
____________________________
W. J. Bovaird
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Ernest H. Cockrell
____________________________
Ernest H. Cockrell
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Harry H. Cullen
____________________________
Harry H. Cullen
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Charles Berdon Lawrence
____________________________
Charles Berdon Lawrence
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Brent Scowcroft
____________________________
Brent Scowcroft
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Gerald B. Smith
____________________________
Gerald B. Smith
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Stock Option Plans
of Pennzoil Company and 850,000 shares of common stock, par value
$0.83-1/3 per share, of the Company issuable thereunder, with
such amendments, supplements or appendices thereto as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a
director or officer, or both, as the case may be, of the Company,
does hereby appoint DAVID P. ALDERSON, II, STEPHEN D. CHESEBRO' and
JAMES L. PATE, and each of them severally, his true and lawful
attorneys or attorney with power to act with or without the others
and with full power of substitution and resubstitution, to execute
in his name, place and stead, in his capacity as a director or
officer or both, as the case may be, of the Company, the Registration
Statement and any and all amendments, supplements or appendices
thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the
same to be filed with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 30th day of June, 1997.
/s/ Cyril Wagner, Jr.
____________________________
Cyril Wagner, Jr.
