<PAGE> 1
===============================================================================
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 Number)
2900 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1997 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================
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
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(Par value $1 300,000 shs. $16.4375 $4,465,469 $1,354
per share)
===============================================================================
<FN>
*The number of shares being registered is the number of shares covered
by the 1997 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 $13.00 per share for outstanding options
to purchase 135,500 shares, and (2) a price $16.4375 per share based on the
average high and low price of a share of common stock in the over-the-counter
market as reported by NASDAQ on August 1, 1997 for options to purchase 164,500
shares.
</TABLE>
<PAGE> 2
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 Prospectus:
(1) The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(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, 1996.
(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 5th Street, Cincinnati, Ohio 45202. Ms.
Dallob is Secretary and General Counsel, a director and a stockholder of the
Company.
II-1
<PAGE> 3
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 Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
1 (3) Certificate of Incorporation of E-1 through E-3
National Sanitary Supply Company
as amended May 27, 1997
2 (10) 1997 Stock Incentive Plan 1997 Proxy
4/4/97
3 (10) Form of Option under 1997 E-4 through E-6
Stock Incentive Plan
4 (5) Opinion and Consent of Counsel E-7
5 (23) Consent of Independent E-8
Accountants
6 (24) Powers of Attorney E-9 through E-22
</TABLE>
II-2
<PAGE> 4
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.
II-3
<PAGE> 5
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 _____ day of
August, 1997.
NATIONAL SANITARY SUPPLY COMPANY
By: /s/ Paul C. Voet
______________________________
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 August 7, 1997
- -----------------------
Edward L. Hutton (Principal Executive Officer)
/s/ Paul C. Voet President and Chief Executive August 7, 1997
- -----------------------
Paul C. Voet Officer and a Director
(Principal Executive Officer)
/s/ Gary H. Sander Senior Vice President, Treasurer August 7, 1997
- -----------------------
Gary H. Sander and Chief Financial Officer and
a Director
Robert B. Garber* Sandra E. Laney*
Charles H. Erhart, Jr. Kevin J. McNamara*
Neal Gilliatt* John M. Mount*
Will J. Hoekman* Timothy S. O'Toole* DIRECTORS
Thomas C. Hutton* D. Walter Robbins, Jr.*
W. Dwight Jackson* Kenneth F. Vuylsteke*
Charles O. Lane* George J. Walsh III*
/s/ Naomi C. Dallob Secretary and General Counsel August 7, 1997
- -------------------- and a Director
Naomi C. Dallob
_____________
<PAGE> 6
*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
--------------------------------
Naomi C. Dallob, Attorney-in-Fact
<PAGE> 7
<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
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 (3)
Certificate of Incorporation E-1 through Pages 7
of National Sanitary Supply E-3 through 9
Company as amended
May 27, 1997
2 (10) 1997 Stock Incentive Plan 1997 Proxy A
4/4/97
3 (10) Form of Option Under E-4 through E-6 Pages 10
1997 Stock Option Plan through 12
4 (5) Opinion and Consent of E-7 Page 13
Counsel
5 (23) Consent of Independent E-8 Page 14
Accountants
6 (24) Powers of Attorney E-9 through E-22 Pages 15
through 28
</TABLE>
<PAGE> 1
Exhibit 1
CERTIFICATE OF INCORPORATION
OF
NATIONAL SANITARY SUPPLY COMPANY
AS AMENDED MAY 27, 1997
1. The name of the Corporation is
NATIONAL SANITARY SUPPLY COMPANY.
2. The address of its registered office in the State of Delaware is No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of share of stock which the Corporation shall have the
authority to issue is Ten Million (10,000,000) of which Nine Million (9,000,000)
shares of the part value of One Dollar ($1.00) each, amounting in the aggregate
to Nine Million Dollars ($9,000,000), shall be Common Stock and of which One
Million (1,000,000) shares, of the par value of One Dollar ($1.00) each,
amounting in the aggregate to One Million Dollars ($1,000,000), shall be
Preferred Stock.
Authority is hereby expressly granted to, and vested in, the Board of
Directors at any time, or from time to time, to issue the Preferred Stock in one
or more series and, in connection with the creation of each such series, to fix
by the resolution or resolutions providing for the issue of shares thereof the
number of shares to be included in such series; the voting power of such series,
full or limited, or no voting powers; the dividend rate; the redemption price or
prices, if any; the terms and conditions on which shares are convertible into
common stock or any other securities, if they are convertible; and any and all
other designations, preferences and relative, participating, optional, voting,
or other special rights, and qualifications, limitations or restrictions of each
such series, to the full extent now or hereafter granted by the laws of the
State of Delaware.
Page 7
E-1
<PAGE> 2
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
D.A. Hampton 100 West Tenth Street
Wilmington, DE 19801
S.M. Chapman 100 West Tenth Street
Wilmington, DE 19801
S.K. Zimmerman 100 West Tenth Street
Wilmington, DE 19801
5B. The names and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
NAME MAILING ADDRESS
---- ---------------
E.L. Hutton 1200 DuBois Tower
Cincinnati, OH 4502
J.L. Kenrich 1200 DuBois Tower
Cincinnati, OH 45202
P.C. Voet 1200 DuBois Tower
Cincinnati, OH 45202
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
by-laws of the corporation.
8. A director shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except that he may be liable (i) for any 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 a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
9. Elections of directors need not be by written ballot unless the by-laws of
the corporation shall so provide.
Page 8
E-2
<PAGE> 3
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
10. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
Page 9
E-3
<PAGE> 1
Exhibit 3
Dear
In accordance with the l997 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 ______________, l9____
____________ shares on or after ______________, l9____
____________ shares on or after ______________, l9____
____________ shares on or after ______________, l9____
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 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.
Page 10
E-4
<PAGE> 2
(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 even 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 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 l954, as amended.
Page 11
E-5
<PAGE> 3
(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
Page 12
E-6
<PAGE> 1
Exhibit 4
August 5, 1997
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
1997 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
sfg
Page 13
E-7
<PAGE> 1
Exhibit 5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 1997, which appears on
page 9 of the 1996 Annual Report to Stockholders of National Sanitary Supply
Company which is incorporated by reference in the 1996 Annual Report on Form
10-K of National Sanitary Supply Company for the year ended December 31, 1996.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page S-2 of such Annual Report on Form
10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cincinnati, Ohio
July 31, 1997
E-8
Page 14
<PAGE> 1
EXHIBIT 6
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
22nd day of July, 1997
/s/ Robert B. Garber
--------------------------
Robert B. Garber
Page 15
E-9
<PAGE> 2
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
22nd day of July, 1997
/s/ Charles H. Erhart, Jr.
--------------------------------
Charles H. Erhart, Jr.
Page 16
E-10
<PAGE> 3
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of July, 1997
/s/ Neal Gilliatt
---------------------------
Neal Gilliatt
Page 17
E-11
<PAGE> 4
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of July, 1997
/s/ Will J. Hoekman
-----------------------------
Will J. Hoekman
Page 18
E-12
<PAGE> 5
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
21st day of July, 1997.
/s/ Thomas C. Hutton
---------------------------
Thomas C. Hutton
Page 19
E-13
<PAGE> 6
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
18th day of July, 1997
/s/ W. Dwight Jackson
--------------------------
W. Dwight Jackson
Page 20
E-14
<PAGE> 7
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of July, 1997.
/s/ Charles O. Lane
------------------------------
Charles O. Lane
Page 21
E-15
<PAGE> 8
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this
16th day of July, 1997.
/s/ Sandra E. Laney
--------------------------
Sandra E. Laney
Page 22
E-16
<PAGE> 9
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of July, 1997.
/s/ Kevin J. McNamara
--------------------------
Kevin J. McNamara
Page 23
E-17
<PAGE> 10
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
21st day of July, 1997.
/s/ John M. Mount
--------------------------
John M. Mount
Page 24
E-18
<PAGE> 11
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of July, 1997.
/s/ Timothy S. O'Toole
----------------------------
Timothy S. O'Toole
Page 25
E-19
<PAGE> 12
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of July, 1997.
/s/ D. Walter Robbins, Jr.
--------------------------
D. Walter Robbins, Jr.
Page 26
E-20
<PAGE> 13
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
21st day of July, 1997.
/s/ Kenneth F. Vuylsteke
---------------------------
Kenneth F. Vuylsteke
Page 27
E-21
<PAGE> 14
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 1997
Stock Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of July, 1997.
/s/ George J. Walsh III
-----------------------------
George J. Walsh III
Page 28
E-22
