SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HANOVER GOLD COMPANY, INC.
(Name of Issuer)
COMMON STOCK
(Title of class of securities)
401799100
(CUSIP Number)
_______________________________________
James A. Fish, Esquire
N.A. Degerstrom, Inc.
3303 North Sullivan Road
P.O. Box 425
Spokane, Washington 99210-0425
(509) 928-3333
with a copy to
Douglas J. Siddoway
Randall & Danskin, P.S.
1500 Seafirst Financial Center
601 West Riverside Avenue
Spokane, Washington 99201
(509) 747-2052
(Name, address and telephone number of person
authorized to receive notices and communications)
________________________________________
October 16, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Exhibit Index at page 16.
Page 1 of 18 pages.
INTRODUCTION
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is filed for the
purposes of amending the Schedule 13D filed on July 27, 1995 (the "Initial
Statement"), as amended on March 7, 1996 ("Amendment No. 1") and June 25, 1996
("Amendment No. 2") to: (i) include the names of Robert L. Sterling, Gary A.
Craig, Armand A. Hansen, Michael D. Cannon and Wayne L. Schoonmaker who,
although not a part of the Degerstrom group when the company filed its Initial
Statement and subsequent amendments, became members of the group when they
thereafter acquired shares of stock and (ii) include information with respect
to additional shares of common stock ("Common Stock") acquired by certain
reporting persons subsequent to the dates of the Initial Statement and
Amendments No. 1 and 2, pursuant to the securities purchase agreement dated
effective as of June 1, 1995, as amended effective October 31, 1995, December
1, 1995 and March 3, 1996 (as amended, the "Purchase Agreement").
As previously reported in the Initial Statement and in Amendments No. 1 and 2,
Hanover was obligated to issue and sell, and Neal A. Degerstrom and permitted
assigns were obligated to purchase, an aggregate of 6,000,000 shares of Common
Stock under the Purchase Agreement. The purposes of the Purchase Agreement
were to provide Hanover with funds sufficient to meet its obligations to the
holder of certain mining properties in which Hanover has an interest, and to
provide Mr. Degerstrom and his permitted assigns with a meaningful ownership
interest in Hanover. Mr. Degerstrom and the permitted assigns have each
represented and warranted to Hanover that they are accredited and sophisticated
investors within the meaning of Rule 501(a)(5) and (6) and Rule 506(b)(2)(ii)
under the Securities Act of 1933, as amended. All of the 6,000,000 shares,
contractually required to be purchased, pursuant to the Purchase Agreement,
(542,858 shares subsequent to filing Amendment No. 2) have been acquired by the
group and the obligation extinguished.
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2
<PAGE>
1) Name of Reporting Person: Michael D. Cannon
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 10,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 10,000 share of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 10,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.05%
14) Type of Reporting Person (See Instructions): IN
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3
<PAGE>
1) Name of Reporting Person: Gary A. Craig
2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 110,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 110,000 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 110,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.58%
14) Type of Reporting Person (See Instructions:) IN
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4
<PAGE>
1) Name of Reporting Person: Michael Coleman
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 53,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 53,000 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 53,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.28%
14) Type of Reporting Person (See Instructions): IN
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5
<PAGE>
1) Name of Reporting Person: Neal A. Degerstrom
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 1,063,200 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 1,063,200 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,663,200
shares of Common Stock. (1,600,000 shares are owned indirectly through
N.A. Degerstrom, Inc.)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 14.13%
14) Type of Reporting Person (See Instructions): IN
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6
<PAGE>
1) Name of Reporting Person: James A. Fish
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 103,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 103,000 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 103,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.55%
14) Type of Reporting Person (See Instructions): IN
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7
<PAGE>
1) Name of Reporting Person: Armand Hansen
2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Precedents is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 20,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 20,000 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 20,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.11%
14) Type of Reporting Person (See Instructions): IN
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8
<PAGE>
1) Name of Reporting Person: Wayne L. Schoonmaker
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 12,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 12,000 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 12,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.06%
14) Type of Reporting Person (See Instructions): IN
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9
<PAGE>
1) Name of Reporting Person: Bob Sterling
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 100,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 100,000 shares of Common Stock.
Each Reporting
Person With (10) Share Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 100,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.53%
14) Type of Reporting Person (see Instructions): IN
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10
<PAGE>
1) Name of Reporting Person: Hobart Teneff
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 671,000 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 671,000 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 671,000
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 3.56%
14) Type of Reporting Person (See Instructions): IN
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11
<PAGE>
1) Name of Reporting Person: William Winkler
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only __________________________________________________
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to items
2(d) or 2(e): __
6) Citizenship or Place of Organization: US
(7) Sole Voting Power: 110,800 shares of Common Stock.
Number of
Shares Bene- (8) Shared Voting Power: None
ficially
Owned by (9) Sole Dispositive Power: 110,800 shares of Common Stock.
Each Reporting
Person With (10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 110,800
shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
13) Percent of Class Represented by Amount in Row (11): 0.58%
14) Type of Reporting Person (See Instructions): IN
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<PAGE>
Item 1. SECURITY AND ISSUER.
This Amendment No. 3 relates to the Common Stock of Hanover. The Common Stock
is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The principal executive offices of Hanover
are located at 1000 Northwest Boulevard, Suite 100, Coeur d'Alene, Idaho 83814.
Item 2. IDENTITY AND BACKGROUND.
The persons filing this statement are: Neal A. Degerstrom, N.A. Degerstrom,
Inc., James F. Etter, Hobart Teneff, Raymond A. Hansen, Michael Coleman, Susan
Roberts, James Bradbury, Frank Duval, James A. Fish, Merlin Bingham, Fred
Owsley, Chester Chastek, Steve Teneff, Roy Pearson, John L. Czinger, Robert
Kistler, James J. Workland, David J. Levitch, John F. Steinmetz, William
Winkler, Frank Sallee, Ralph T. Welsh, Thomas R. Schenk, David Peterson, Bob
Sterling, Gary Craig, Armand Hansen, Michael D. Cannon and Wayne L.
Schoonmaker. Specific information with respect to each such person, other that
Bob Sterling, Gary Craig, Armand Hansen, Michael D. Cannon and Wayne L.
Schoonmaker, was reported in the Initial Statement and in Amendments No. 1
and 2.
The reporting persons whose ownership of Common Stock of Hanover has changed
subsequent to Amendment No. 2 are James A. Fish, William Winkler, Hobart
Teneff, Michael Coleman, and Neal A. Degerstrom. Specific information with
respect to Bob Sterling, Gary Craig, Armand Hansen, Michael D. Cannon and Wayne
L. Schoonmaker who previously were not reporting persons, is set forth below.
Other information concerning the permitted assigns of Neal A. Degerstrom under
the Purchase Agreement, all of whom are reporting persons, was previously
reported in the Initial Statement and in Amendments No. 1 and 2.
1. (a) Name: Bob Sterling
(b) Business or Residence Address: 230 N. Division St., Spokane,
WA 99202
(c) Present Principal Occupation or Employment, and Address of Employer:
President of Sterling Enterprises
230 N. Division Street
Spokane, WA
(d) Criminal Convictions within Past Five Years: None
(e) Civil Securities Proceedings within Past Five Years: None
(f) Citizenship: United States
13
<PAGE>
2. (a) Name: Gary Craig
(b) Business or Residence Address: 3303 N. Sullivan Rd., Spokane,
WA 99216
(c) Present Principal Occupation or Employment and Address of Employer:
Mining Project Manager for N.A. Degerstrom, Inc.
P.O. Box 975, Soda Springs, Idaho 83276
(d) Criminal Convictions within Past Five Years: None
(e) Civil Securities Proceedings within Past Five Years: None
(f) Citizenship: United States
3. (a) Name: Armand Hansen
(b) Business or Residence Address: S. 1407 Garry Rd., Liberty Lake,
WA 99019
(c) Present Principal Occupation or Employment, and Address of Employer:
Vice President of Operations for N.A. Degerstrom Inc.
3303 N. Sullivan Rd., Spokane, WA 99216
(d) Criminal Convictions within Past Five Years: None
(e) Civil Securities Proceedings within Past Five Years: None
(f) Citizenship: United States
4. (a) Name: Michael D. Cannon
(b) Business or Residence Address: 720 E. Plateau Rd., Spokane, WA 99203
(c) Present Principal Occupation or Employment, and Address of Employer:
Secretary/Treasurer of N.A. Degerstrom Inc.,
3303 N. Sullivan Rd., Spokane, WA 99216
(d) Criminal Convictions within Past Five Years: None
(e) Civil Securities Proceedings within Past Five Years: None
(f) Citizenship: United States
5. (a) Name: Wayne L. Schoonmaker
(b) Business or Residence Address: 1000 Northwest Blvd. Suite 100,
Coeur d'Alene, ID 83814
(c) Present Principal Occupation or Employment, and Address of Employer:
Independent Accounting Consultant
(d) Criminal Convictions within Past Five Years: None
(e) Civil Securities Proceedings within Past Five Years: None
(f) Citizenship: United States
14
<PAGE>
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock acquired pursuant to the Purchase Agreement by the
above named individuals were purchased with the personal funds of such
individuals.
Item 4. PURPOSE OF TRANSACTION.
The Purchase Agreement was entered into in order to provide Hanover with funds
sufficient to meet its obligations to the holder of certain mining properties
in which Hanover has an interest, and in order to provide the purchasers,
collectively, with a meaningful ownership interest in Hanover.
The Purchase Agreement provided, in part, that, at such time as the purchasers
shall have purchased 2,857,142 shares pursuant to the Agreement, it is the
parties intention that the purchasers shall have the exclusive right to
nominate four members for election to Hanover's board of directors (which, if
elected, would then constitute four members of Hanover's nine-member board of
directors). The Purchase Agreement further provided that Hanover and its board
of directors, consistent with their fiduciary obligations, shall take any and
all such action as is appropriate and consistent with their powers to ensure
that this right of nomination may be exercised by the purchasers, and that such
right shall continue for so long as the purchasers collectively own at least
fifteen percent (15%) of the issued and outstanding Common Stock. The Purchase
Agreement also provided, in part, that, at such time as the purchasers shall
have purchased 2,857,142 shares pursuant to the Agreement, it is the parties'
intention that the purchasers shall have the exclusive right to nominate
Hanover's president, that Hanover and its board of directors, consistent with
their fiduciary obligations, shall take any and all such action as is
appropriate and consistent with their powers to ensure that this right of
nomination may be exercised by the purchasers, and that such right shall
continue for so long as the purchasers collectively own at least fifteen
percent (15%) of the issued and outstanding Common Stock. Mr. Degerstrom and
his then permitted assigns exercised such nomination rights at meetings of the
board of directors of Hanover held on August 17, 1995 and September 13, 1995,
at which time Messrs. Degerstrom, Fish and Owsley, each of whom is a reporting
person named herein, were elected to Hanover's board of directors. Mr.
Degerstrom and his permitted assigns exercised their right to nominate
Hanover's president at a meeting of the board of directors held on March 3,
1996, at which time James A. Fish was elected president.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The purchasers under the Purchase Agreement own an aggregate of 6,000,000
shares of Common Stock of Hanover as of the date of this amended statement
(October 16, 1996).
15
<PAGE>
Based upon the 18,300,164 shares of Common Stock reported as outstanding by
Hanover as of October 16, 1996, and taking into account the shares of Common
Stock purchased pursuant to the Purchase Agreement as of the date of this
Amended Statement, the above-named purchasers own, in the aggregate,
approximately 31.84% of the outstanding Common Stock of Hanover at such date.
Except as previously reported in response to Item 6, below, there are no
agreements, understandings or arrangements between or among any of the
reporting persons with respect to the voting or disposition of the Common Stock
of Hanover owned by such persons. On this basis, each of the reporting persons
disclaims beneficial ownership of the Common Stock owned beneficially or of
record by any other reporting person.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As previously reported, certain of the above-named purchasers were parties to a
stock control agreement dated effective July 20, 1995, pursuant to which each
purchaser was granted a right of first refusal to purchase any of the shares of
Common Stock acquired by any other purchaser under the Purchase Agreement, in
the event such purchaser received an offer to purchase such shares or otherwise
determined to make such shares available for sale. Such agreement was
terminated as of November 15, 1995.
Pursuant to an understanding between Neal A. Degerstrom and Frank Duval, each
of whom is a reporting person, Mr. Duval has been granted an option to acquire
one-half of the shares of Common Stock acquired by Neal A. Degerstrom under the
Purchase Agreement, as amended, for the same consideration Mr. Degerstrom paid
for such shares. Such understanding has not been memorialized in writing as of
the date of this Amended Statement. Mr. Duval has waived his right under the
option to acquire any of the shares acquired by Neal A. Degerstrom subsequent
to the date of Amendment No. 2 (June 25, 1996) and reported in this Amendment
No. 3.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description of Exhibit
1 Securities Purchase Agreement dated
effective June 1, 1995 between
Hanover Gold Company, Inc. and
N.A. Degerstrom (and Assigns).
(Previously filed as Exhibit 1 to the
Schedule 13D dated July 20, 1995.)
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<PAGE>
2 Stock Control Agreement among
N.A. Degerstrom and Assigns. Since
terminated. (Previously filed as Exhibit 2
to the Schedule 13D dated July 20, 1995)
3 Amendment No. 1 to Securities Purchase
Agreement dated Effective October 31, 1995
between Hanover Gold Company, Inc. and
N.A. Degerstrom (and Assigns). Previously
filed as Exhibit 3 to the first amended
Scheduled 13D dated January 27, 1996.
4 Amendment No. 2 to Securities Purchase
Agreement dated effective December 1, 1995
between Hanover Gold Company, Inc. and
N.A. Degerstrom (and Assigns). Previously
filed as Exhibit 4 to the first amended
Schedule 13D dated January 27, 1996.
5 Amendment No. 3 to Securities Purchase
Agreement dated effective March 3, 1996
between Hanover Gold Company, Inc. and
N.A. Degerstrom (and Assigns). Previously
filed as Exhibit 5 to the first amended
Schedule 13D dated January 27, 1996.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth herein is true, complete and correct.
/s/ Neal A. Degerstrom * Date: October 31, 1996
- ---------------------------------
/s/ John L. Czinger * Date: October 31, 1996
- ---------------------------------
/s/ James F. Etter* Date: October 31, 1996
- ---------------------------------
/s/ Robert Kistler* Date: October 31, 1996
- ---------------------------------
/s/ Hobart Teneff* Date: October 31, 1996
- ---------------------------------
/s/ David J. Levitch* Date: October 31, 1996
- ---------------------------------
/s/ Raymond A. Hansen* Date: October 31, 1996
- ---------------------------------
/s/ John F. Steinmetz* Date: October 31, 1996
- ---------------------------------
/s/ Michael Coleman* Date: October 31, 1996
- ---------------------------------
/s/ William Winkler* Date: October 31, 1996
- ---------------------------------
/s/ Susan Roberts* Date: October 31, 1996
- ---------------------------------
/s/ Robert Kovacevich* Date: October 31, 1996
- ---------------------------------
/s/ James Bradbury* Date: October 31, 1996
- ---------------------------------
/s/ Frank Sallee* Date: October 31, 1996
- ---------------------------------
/s/ James A. Fish Date: October 31, 1996
- ---------------------------------
/s/ Ralph T. Welsh* Date: October 31, 1996
- ---------------------------------
/s/ Frank Duval* Date: October 31, 1996
- ---------------------------------
/s/ Thomas R. Schenk* Date: October 31, 1996
- ---------------------------------
/s/ Merlin Bingham* Date: October 31, 1996
- ---------------------------------
/s/ David Peterson* Date: October 31, 1996
- ---------------------------------
/s/ F.D. Owsley Date: October 31, 1996
- ---------------------------------
/s/ James J. Workland* Date: October 31, 1996
- ---------------------------------
/s/ Chester Chastek* Date: October 31, 1996
- ---------------------------------
/s/ Bob Sterling* Date: October 31, 1996
- ---------------------------------
/s/ Steve Teneff* Date: October 31, 1996
- ---------------------------------
/s/ Gary A. Craig* Date: October 31, 1996
- ---------------------------------
/s/ Roy Pearson* Date: October 31, 1996
- ---------------------------------
/s/ Armand G. Hansen* Date: October 31, 1996
- ---------------------------------
/s/ Michael D. Cannon* Date: October 31, 1996
- ---------------------------------
/s/ Wayne L. Schoonmaker* Date: October 31, 1996
- ---------------------------------
*By /s/ James A. Fish Date: October 31, 1996
-----------------------------
Attorney-in-Fact
18
