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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NATIONAL SANITARY SUPPLY COMPANY
(Exact name of issuer as specified in its charter)
Delaware 31-1079482
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2900 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street,
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 762-6500
(Telephone number, including area code, of agent for service)
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered* per share** price** fee
__________________________________________________________________________
Common Stock
(Par value $1 400,000 shs. $12.00 $4,800,000 $1,655
per share)
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*The number of shares being registered is the number of shares covered
by the 1995 Stock Incentive Plan. In addition to such shares, this
Registration Statement covers an indeterminate number of shares which,
by reason of certain events specified in such Plan, may become subject
to issuance thereunder.
**Estimated solely for the purpose of calculating registration fee. This
amount is based on (1) a price of $12.00 per share for outstanding options
to purchase 201,750 shares, and (2) a price of $12.00 per share based on
the average of the high and low price of a share of common stock in the
over-the-counter market as reported by NASDAQ on July 6, 1995 for
options to purchase 198,250 shares.
Page 1 of 25 <PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") for periods since December 31, 1994;
(3) The Company's definitive Proxy Statement filed pursuant
to Section 14 of the Exchange Act in connection with the Company's
latest annual meeting of stockholders; and
(4) The "Description of Common Stock" set forth on page 29 of
the Prospectus dated June 17, 1986, filed as part of Registration
Statement No. 33-5604 which Prospectus is incorporated by reference in
such Registration Statement on Form 8-A filed with the Commission on
July 24, 1986.
All documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act after 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 in and to be a part of this Registration
Statement and to be a part thereof from the date any such documents are
filed.
Item 4. Description of Securities
N/A
Item 5. Interest of Named Experts and Counsel
Legal matters in connection with the issuance of National
Sanitary Supply Company Common Stock offered hereby have been passed
upon by Naomi C. Dallob, 2600 Chemed Center, 255 East Fifth Street,
Cincinnati, Ohio 45202. Ms. Dallob is Secretary and General Counsel, a
director and a stockholder of the Company.
II-1
Page 2 of 25 <PAGE>
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company,
and separate Indemnity Agreements, provide for the indemnification of
each director and officer of the Company in connection with any claim,
action, suit or proceeding brought or threatened by reason of his
position with the Company. In addition, the General Corporation Law of
the State of Delaware ("Delaware Law") permits the Company to indemnify
its directors, officers and others against judgments, fines, amounts
paid in settlement and attorneys' fees resulting from various types of
legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the provisions referred
to above or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits.
<TABLE>
<CAPTION>
Page No. or
Incorporation by Reference
Number --------------------------
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
_____________________________________________________________________
<C> <C> <S> <C>
1 (3.1) Certification of S-1
Incorporation of Chemed Reg. No. 33-5604
Supply, Inc. dated 5/12/86
September 19, 1983
2 (3.2) Certificate of Merger of S-1
La-Ru Truck Rental Company, Reg. No. 33-5604
Inc. into Chemed Supply, 5/12/86
Inc. dated November 15, 1983
3 (3.3) Certificate of Amendment of Form 10-Q
the Certificate of 8/13/87
Incorporation of National
Sanitary Supply Company
dated July 13, 1987
4 (4) 1995 Stock Incentive Plan 1995 Proxy
4/5/95
II-2
Page 3 of 25 <PAGE>
5 (4) Form of Option under 1995 E-2 through E-4
Stock Incentive Plan
6 (5) Opinion and Consent of E-5
Counsel
7 (23) Consent of Independent E-6
Accountants
8 (24) Powers of Attorney E-7 through E-20
(27) Financial Data Schedule
</TABLE>
Item 9. 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 and to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
changes to such information 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; and (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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers
or controlling persons of the Company pursuant to the provisions
referred to above or otherwise, the Company 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 Company of expenses
incurred or paid in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
against the Company in connection with the securities being registered,
the Company 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.
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Page 4 of 25 <PAGE>
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on the
17 th day of July, 1995.
NATIONAL SANITARY SUPPLY COMPANY
By: /s/ Paul C. Voet
___________________________________
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 in the capacities
and on the dates indicated.
Signature Title Date
/s/ Edward L. Hutton Chairman and a Director July 17, 1995
______________________ (Principal Executive Officer)
/s/ Paul C. Voet President and Chief Executive July 17, 1995
______________________ Officer and a Director
(Principal Executive Officer)
/s/ Gary H. Sander Vice President, Treasurer and July 17, 1995
______________________ Chief Financial Officer and a
Director
________________________________________________
Robert B. Garber * Charles O. Lane *
Arthur J. Bennert, Jr. * Sandra E. Laney *
Charles H. Erhart, Jr. * Kevin J. McNamara *
Neal Gilliatt * Timothy S. O'Toole *
Will J. Hoekman * D. Walter Robbins, Jr. * ----- DIRECTORS
Thomas C. Hutton * Jerome E. Schnee *
W. Dwight Jackson * Kenneth F. Vuylsteke *
________________________________________________
/s/ Naomi C. Dallob Secretary and General Counsel July 17, 1995
______________________ and a Director
________________
*Naomi C. Dallob signing her name hereto does sign this document
on behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons, filed with the Securities and
Exchange Commission.
/s/ Naomi C. Dallob, Attorney-in-Fact
____________________________________
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Page 5 of 25<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Page Number
or
Incorporation by Reference
Number
Under Item 601 File Number Sequentially
Exhibit Regulation and Previous Numbered
Number S-K Filing Date Exhibit Pages
__________________________________________________________________________________________
<C> <C> <S> <C> <C> <C>
1 (3.1) Certification of Incorporation S-1 3a(i)
Of Chemed Supply, Inc. Reg. No.33-5604
dated September 19, 1983 5/12/86
2 (3.2) Certificate of Merger of La-Ru S-1 3a(ii)
Truck Rental Company, Inc. Reg. No.33-5604
into Chemed Supply, Inc. 5/12/86
dated November 15, 1983
3 (3.3) Certificate of Amendment of Form 10-Q
the Certificate of 8/13/87 2
Incorporation of National
Sanitary Supply Company
dated July 3, 1987
4 (4) 1995 Stock Incentive Plan 1995 Proxy A
4/5/95
5 (4) Form of Option under 1995 E-2 through E-4 Page 7
Stock Incentive Plan through 9
6 (5) Opinion and Consent of E-5 Page 10
Counsel
7 (23) Consent of Independent E-6 Page 11
Accountants
8 (24) Powers of Attorney E-7 through E-20 Page 12
through 25
(27) Financial Data Schedule
</TABLE>
Page 6 of 25<PAGE>
Exhibit 5
(Exhibit 4.1)
FORM OF OPTION
FOR
NATIONAL SANITARY SUPPLY COMPANY
Date
In accordance with the 1995 Stock Incentive Plan (the
"Plan") of National Sanitary Supply Company (the
"Corporation"), you are hereby granted an option to purchase
shares of the common stock, par value $1.00 per share, of the
Corporation upon the following terms and conditions.
(1) The purchase price shall be $_______ per
share. Payment shall be made in cash or, subject to the next
sentence, by delivery to the Corporation of shares of common
stock of the Corporation which shall be valued at their Fair
Market Value on the date of exercise, or in a combination of
cash and such shares. Your right to pay the purchase price by
delivery to the Corporation of shares of common stock of the
Corporation is subject to the condition that such shares are
then being publicly traded, such right may be temporarily or
permanently revoked by the Board of Directors without any
advance notice to you.
(2) Subject to the provisions of paragraphs (3) and
(6), this option is exercisable in whole or in part at any time
and from time to time as follows:
____ shares on or after December 1, 1995
____ shares on or after December 1, 1996
____ shares on or after December 1, 1997
____ shares on or after December 1, 1998
Once an installment becomes exercisable, it may be
exercised at any time in whole or in part until the expiration
or termination of this option.
Neither this option nor any right hereunder may be
assigned or transferred by you, except by (i) will or the laws
of descent and distribution, (ii) pursuant to a qualified
E-2
Page 7 of 25<PAGE>
domestic relations order, or (iii) to certain family members,
if permitted by Securities and Exchange Rule 16(b)(3). It may
be exercised during your life only by you. Within fifteen (15)
months after your death it may be exercised only by your estate
or by a person who acquired the right to exercise the option by
bequest or inheritance or by reason of your death. At the time
of each exercise of this option, the person exercising the
option shall, if requested by the Corporation, give assurances,
satisfactory to counsel to the Corporation, concerning such
matters as the Corporation may deem desirable to assure
compliance with all applicable legal requirements.
(3) This option, to the extent that it shall not have
been exercised, shall terminate when you cease to be an
employee of the Corporation or a Subsidiary, unless you cease
to be an employee because of your resignation with the consent
of the Incentive Committee or because of your death, incapacity
or retirement under a retirement plan of the Corporation or a
Subsidiary. If you cease to be an employee because of such
resignation, this option shall terminate upon the expiration of
three months after you cease to be an employee, except as
provided in the next sentence. If you cease to be an employee
because of your death, incapacity or retirement under a
retirement plan of the Corporation or a Subsidiary, or if you
cease to be an employee because of your resignation with the
consent of the Incentive Committee and die during the
three-month period referred to in the preceding sentence, this
option shall terminate fifteen (15) months after you ceased to
be an employee. Where this option is exercised more than three
months after termination of employment, only those installments
which shall have become exercisable prior to the expiration of
three months after you ceased to be an employee may be
exercised. A leave of absence for military or governmental
service or for other purposes shall not, if approved by the
Incentive Committee, be deemed a termination of employment
under this paragraph, provided this option may not be exercised
during any such leave of absence. This option shall in no
event be exercisable after the expiration of eleven years from
the date this option is granted.
(4) The number and class of shares or other
securities covered by this option and the price to be paid
therefor shall be subject to adjustment as provided in Section
8 of the Plan.
(5) This option may be exercised only by serving
written notice on the Secretary or Treasurer of the
Corporation. The Corporation shall deliver the shares to you
against payment; provided, however, no shares shall be issued
E-3
Page 8 of 25<PAGE>
or transferred until all legal requirements applicable to the
issuance or transfer of such shares, in the opinion of the
counsel to the Corporation, have been complied with. Any
Federal, state or local withholding taxes applicable to any
compensation you may realize by reason of the exercise of the
option or any subsequent disposition of the shares acquired on
exercise shall, upon request, be remitted to the Corporation or
the Subsidiary by which you are employed at the time of
exercise or sale. You shall have the rights of a stockholder
only as to stock actually delivered to you.
(6) If you are or become an employee of a Subsidiary,
the Corporation's obligations hereunder shall be contingent on
the approval of the Plan and this option by the Subsidiary and
the Subsidiary's agreement that (a) the Corporation may
administer the Plan on its behalf, and (b) upon the exercise of
the option, it will purchase from the Corporation the shares at
their Fair Market Value on the date of exercise, and will
transfer such shares to the optionee upon his or her payment of
the purchase price to the Subsidiary. Such approval and
agreement of the Subsidiary shall be indicated by its signature
below.
(7) This option is not an Incentive Stock Option
under the provisions of Section 422A of the Internal Revenue
Code of 1954, as amended.
(8) The Plan is hereby incorporated by reference.
Each term which is defined in the Plan and used in this option
shall have the same meaning in this option as it has in the
Plan. This option is granted subject to the Plan and shall be
construed to conform to the Plan.
Very truly yours,
NATIONAL SANITARY SUPPLY COMPANY
By: _________________________________
President and
Chief Executive Officer
Receipt Acknowledged:
Employee
________________________
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Page 9 of 25<PAGE>
Exhibit 6
(Exhibit 5)
July 17, 1995
National Sanitary Supply Company
2900 Chemed Center
Cincinnati, Ohio 45202
Dear Sir or Madam:
In connection with the Registration Statement on Form S-8
to be filed by National Sanitary Supply Company (the "Corporation")
with the Securities and Exchange Commission covering shares of the
Corporation's common stock, par value $1 per share (the "Common
Stock"), to be issued pursuant to the Corporation's 1995 Stock
Incentive Plan (the "Plan"), you have requested me as Secretary and
General Counsel to the Corporation to render my opinion with
respect to the matters to which reference is made herein.
I have examined and am familiar with the Certificate of
Incorporation and By-laws of the Corporation, the minutes of the
meetings of its directors and stockholders, the Plan and the stock
incentives to be granted pursuant thereto.
Based upon the foregoing, I am of the opinion that the
shares of Common Stock issued pursuant to stock incentives granted
pursuant to and in accordance with the terms of the Plan will, when
issued in accordance with the terms of said stock incentives, be
validly issued and outstanding, fully paid and non-assessable
shares of Common Stock of the Corporation.
I hereby consent to the filing of this opinion as an
exhibit to said Registration Statement.
Sincerely,
/s/ Naomi C. Dallob
_______________________________
Naomi C. Dallob
Secretary and General Counsel
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Page 10 of 25<PAGE>
Exhibit 7
(Exhibit 23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated January
31, 1995, which appears on page 9 of the 1994 Annual Report to
Stockholders of National Sanitary Supply Company which is
incorporated by reference in the 1994 Annual Report on Form 10-K of
National Sanitary Supply Company for the year ended December 31,
1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules which appears on page S-2
of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
_________________________________
Cincinnati, Ohio
July 17, 1995
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Page 11 of 25<PAGE>
Exhibit 8
(Exhibit 24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of June, 1995.
/s/ ROBERT B. GARBER
___________________________
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of June, 1995.
/s/ ARTHUR J. BENNERT, JR.
___________________________
E-8
Page 13 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of June, 1995.
/s/ CHARLES H. ERHART, JR.
___________________________
E-9
Page 14 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of June, 1995.
/S/ NEAL GILLIATT
___________________________
E-10
Page 15 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of June, 1995.
/s/ WILL J. HOEKMAN
___________________________
E-11
Page 16 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of June, 1995.
/S/ THOMAS C. HUTTON
___________________________
E-12
Page 17 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of June, 1995.
/s/ W. DWIGHT JACKSON
___________________________
E -13
Page 18 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of June, 1995.
/S/ CHARLES O. LANE
___________________________
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Page 19 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand and seal this 20th day of June, 1995.
/s/ SANDRA E. LANEY
___________________________
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Page 20 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 21st day of June, 1995.
/S/ KEVIN J. MCNAMARA
___________________________
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 26th day of June, 1995.
/s/ TIMOTHY S. O'TOOLE
___________________________
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of June, 1995.
/S/ D. WALTER ROBBINS, JR.
___________________________
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Page 23 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of June, 1995.
/s/ JEROME E. SCHNEE
___________________________
E-19
Page 24 of 25<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of National Sanitary Supply Company hereby constitutes and
appoints Edward L. Hutton, Paul C. Voet, Gary H. Sander and Naomi
C. Dallob the true and lawful attorneys-in-fact of the undersigned,
with full power in each to act without the others, for and in the
name of the undersigned as such Director to sign any and all
Registration Statements and amendments thereto, including
Post-Effective Amendments, filed with the Securities and Exchange
Commission relating to registration under the Securities Act of
1933 of interests in or Common Stock of National Sanitary Supply
Company to be offered and sold pursuant to its 1995 Stock Incentive
Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 22th day of June, 1995.
/S/ KENNETH F. VUYLSTEKE
___________________________
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Page 25 of 25<PAGE>
