<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
UNUM CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 01-0405657
(State of incorporation) (I.R.S. Employer Identification No.)
2211 Congress Street, Portland, Maine 04122
(Address of principal executive offices)
----------------------
UNUM CORPORATION
1998 GOALS STOCK OPTION PLAN
(Full title of the plan)
KEVIN J. TIERNEY, Esquire
Secretary
UNUM CORPORATION
2211 Congress Street
Portland, Maine 04122
(Name and address of agent for service)
(207) 770-4363
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum
TITLE OF SECURITIES Amount to Be Aggregate Offering Amount of Registration Fee
TO BE REGISTERED Registered(1) Price(2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.10 par 3,000,000 $98,356,287.50 $29,015.10
value
=============================================================================================================================
</TABLE>
(1) Also includes an indeterminable number of shares that may become
issuable pursuant to anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum
aggregate offering price was calculated, for the shares of Common Stock
presently subject to options under the Plan, based upon the exercise
price for such shares (ranging from $19 to $36.1875), and for the
remaining shares, based upon the per share market price of $49.375,
representing the average of the high and low sale prices on December 3,
1997 as reported on the New York Stock Exchange.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement. All documents filed by UNUM Corporation
(the "Company" or "registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of the filing of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities
registered hereunder have been sold, or that de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of the filing of
such documents.
(a) The Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996, filed with the Commission on March 25, 1997;
(b) All other reports filed by the Company, pursuant to Section 13(a)
or 15(d) of the Exchange Act, since the Annual Report on Form 10-K referenced
above; and
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, including any amendment or report
filed for the purpose of updating such description.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Kevin J. Tierney, General Counsel and Secretary
to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances for liabilities incurred in connection
with their activities in such capacities (including reimbursement for expenses
incurred). Article VIII of the Company's Bylaws provides that the Company has
the power to indemnify directors and officers under certain circumstances for
liabilities and expenses incurred by reason of their actions as agents of the
Company. In addition, the Company maintains an insurance policy that indemnifies
directors and officers against certain liabilities.
-1-
<PAGE> 3
ITEM 8. EXHIBITS.
4.1 UNUM Corporation 1998 Goals Stock Option Plan
5.1 Opinion of Kevin J. Tierney as to the legality of the shares of Common
Stock being registered
15.1 Letter re: unaudited interim financial information
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Kevin J. Tierney (included in Opinion filed as Exhibit 5.1)
24.1 Power of Attorney
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--
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant, pursuant to
Section 13 or Section 13(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, 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 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of his counsel the matter
had 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.
-2-
<PAGE> 4
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 Portland, Maine, on December 10, 1997.
UNUM CORPORATION
By: /s/ James F. Orr III
--------------------------------
James F. Orr III, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on December 10, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Robert E. Broatch Senior Vice President and
- --------------------------------- Chief Financial Officer
Robert E. Broatch
/s/ John M. Lang, Jr. Vice President and
- --------------------------------- Corporate Controller
John M. Lang, Jr.
* Director
- ---------------------------------
Gale O. Averyt
* Director
- ---------------------------------
Robert E. Dillon, Jr.
* Director
- ---------------------------------
Gwain H. Gillespie
Director
- ---------------------------------
Ronald E. Goldsberry
* Director
- ---------------------------------
Donald W. Harward
* Director
- ---------------------------------
George J. Mitchell
</TABLE>
-3-
<PAGE> 5
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
* Director
- ---------------------------------
Cynthia A. Montgomery
* Director
- ---------------------------------
James L. Moody, Jr.
* Director
- ---------------------------------
Lawrence R. Pugh
* Director
- ---------------------------------
Lois Dickson Rice
* Director
- ---------------------------------
John W. Rowe
/s/ John-Paul DeRosa
- ---------------------------------
*John-Paul DeRosa,
as attorney-in-fact
</TABLE>
-4-
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 UNUM Corporation 1998 Goals Stock Option Plan
5.1 Opinion of Kevin J. Tierney as to the legality of the
shares of Common Stock being registered
15.1 Letter re: unaudited interim financial information
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney
<PAGE> 1
Exhibit 4.1
UNUM CORPORATION
1998 GOALS STOCK OPTION PLAN
SECTION 1. Purpose.
--------
The purpose of the UNUM Corporation 1998 Goals Stock Option Plan (the "Plan") is
to promote the interests of the Corporation and its stockholders by motivating
all eligible employees of the Corporation and its subsidiaries to strive to
attain the 1998 Goals.
SECTION 2. Definitions.
------------
"1998 Goals" shall mean the long-term goals of the Corporation attached as an
exhibit to the Plan.
"Administrator" shall mean the Chief Executive Officer of the Corporation.
"Affiliate" shall mean any corporation or other entity which is not a Subsidiary
but as to which the Corporation possesses a direct or indirect ownership
interest and has representation on its board of directors or any similar
governing body.
"Board" shall mean the board of directors of the Corporation.
"Common Stock" or "Stock" shall mean the common stock, $.10 par value, of the
Corporation.
"Corporation" shall mean UNUM Corporation.
"Employee" shall mean any employee of the Employer who at the time of the
granting of an Option is eligible for any annual incentive or profit-sharing
plan of the Employer and is not a Vice President or more senior officer of the
Corporation or subject to the reporting requirements under Section 16 of the
Exchange Act.
"Employer" shall mean the Corporation and any Subsidiary or Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time.
"Fair Market Value" shall mean the average of the highest and lowest sales
prices reported for consolidated trading of the Stock on the New York Stock
Exchange on the date in question, or, if the Stock shall not have been traded on
such date, the average of such highest and lowest sales prices on the first day
prior thereto on which the Stock was so traded.
"Fiscal Year" shall mean the fiscal year of the Corporation.
"Option" shall mean an Option granted under Section 5 hereof.
"Participant" shall mean an Employee who receives a grant of Options under the
Plan.
"Subsidiary" shall mean any business entity in which the Corporation possesses
directly or indirectly fifty percent (50%) or more of the total combined voting
power
<PAGE> 2
SECTION 3. Administration.
---------------
The Administrator shall have full power to interpret and administer the Plan and
full authority to adopt, alter and repeal such rules, guidelines and practices
governing the Plan as he or she shall, from time to time, deem advisable; to
interpret the terms and provisions of the Plan and any Option issued under the
Plan (and any agreements relating thereto); to direct employees of the
Corporation and its subsidiaries or other advisors to prepare such materials or
perform such analysis as he or she deems necessary or appropriate; and otherwise
to supervise the administration of the Plan.
Any interpretation and administration of the Plan by the Administrator, and all
his or her actions, shall be final, binding and conclusive on the Corporation,
its stockholders, Subsidiaries, Affiliates, Participants, their respective legal
representatives, successors and assigns and upon all persons claiming under or
through any of them. The Administrator shall not incur any liability for any
action taken or omitted, or any determination made, in good faith, in connection
with the Plan.
SECTION 4. Maximum Amount Available for Options.
-------------------------------------
Subject to adjustment as provided in Section 7(i), the maximum number of shares
of Stock in respect of which Options may be made under the Plan shall be a total
of 3,000,000 shares of Common Stock. Shares of Common Stock may be made
available from the authorized but unissued shares of the Corporation or from
shares reacquired by the Corporation, including shares purchased in the open
market. In the event that (i) an Option expires or is cancelled unexercised as
to any shares of Common Stock covered thereby, or (ii) any Option in respect of
shares is forfeited for any reason under the Plan, such shares shall thereafter
be again available for award pursuant to the Plan.
SECTION 5. Stock Options.
--------------
(a) GRANT. On January 3, 1995 each Employee shall receive an automatic
grant of an Option to purchase 300 shares of the Common Stock.
Thereafter, Employees who are hired during 1995, 1996 and 1997 will
receive an automatic grant of an Option to purchase 300, 200 and 100
shares of the Common Stock, respectively, on the last working date of
the calendar year in which they are hired.
(b) OPTION PRICE. The Option Price for any Option shall be the greater of
100% of the Fair Market Value of the Common Stock on the date of grant
or 100% of the Fair Market Value of the Common Stock on January 3,
1995.
(c) Exercise.
---------
(1) All Options granted under the Plan shall become exercisable
nine years from the date of grant, or on such earlier date as
the Administrator may determine in the event that the
Corporation has, in the opinion of the Administrator, attained
the 1998 Goals. No Option may be exercised more than ten years
after the date of grant, at which time each Option shall
expire. The Administrator may impose such conditions with
respect to the exercise of Options, including without
limitation, any relating to the application of federal or
state securities laws, as he or she may deem necessary or
advisable.
(2) No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the Option Price for all
shares subject to the Option therefor is received by the
Corporation. Such payment may be made in cash, or its
equivalent, or, subject to such rules and guidelines as the
Administrator may establish, by exchanging shares of Common
Stock owned by the Participant
-2-
<PAGE> 3
(which are not the subject of any pledge or other security
interest), or by a combination of the foregoing, provided that
the combined value of all cash and cash equivalents and the
Fair Market Value of any such Common Stock so tendered to the
Corporation, valued as of the date of such tender, is at least
equal to such Option Price.
(d) Termination of Employment.
--------------------------
(1) A Participant shall forfeit all Options granted under the Plan
if he or she ceases to be an Employee or ceases to be eligible
for any annual incentive or profit-sharing plan of the
Employer for any reason before such Options have become
exercisable.
(2) If a Participant is terminated for cause, he or she shall
forfeit all Options granted under the Plan as of the date of
termination.
(3) If a Participant ceases to be an Employee for any reason other
than termination for cause after the Options granted under the
Plan have become exercisable, the Participant may exercise
such Options:
(a) at any time until expiration of the Options if
termination of employment is due to permanent
disability of the Participant;
(b) until the earlier of expiration of the Options or
three years after the date of termination, if
termination is due to retirement or death of the
Participant; or
(c) until the earlier of expiration of the Options or
three months after the date of termination if
termination is for any other reason.
SECTION 6. Change of Control.
------------------
Notwithstanding anything to the contrary contained herein, and notwithstanding
any contrary waiting period or installment period in any agreement relating to
an Option or in the Plan, each outstanding Option shall become exercisable in
full for the aggregate number of shares covered thereby in the event of a Change
in Control (as hereinafter defined).
For purposes of this Plan, a Change in Control shall be deemed to have occurred
upon the first to occur of the following events:
(i) any "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act (other than the
Corporation or any corporation owned, directly or
indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership
of stock of the Corporation), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Corporation representing more than
40% of the number of the Corporation's then
outstanding securities;
(ii) during any period of two consecutive years,
individuals who at the beginning of such period
constitute the Board, and any new director (other
than a director designated by a person who has
entered into an agreement with the Corporation to
effect a transaction described in Subsection 6(i),
(iii) or (iv) of this Section 6) whose election by
the Board or nomination for election by the
Corporation's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors at
-3-
<PAGE> 4
the beginning of the period or whose election or
nomination for election was previously so approved,
cease for any reason to constitute at least a
majority thereof;
(iii) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation,
other than a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the
surviving entity) more than 60% of the number of outstanding
securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or
(iv) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of
the Corporation's assets.
SECTION 7. General Provisions.
-------------------
(a) "CASHLESS EXERCISE." The Participant shall be entitled to elect to pay
all or a portion of the exercise price for options granted under this
Plan and any withholding taxes in connection with such exercise by
having the shares of Common Stock to be issued by the Corporation
pursuant to such exercise sold by a broker-dealer under circumstances
meeting the requirements of 12 C.F.R. Section 220.
(b) NONTRANSFERABILITY. No Option shall be assignable or transferable, and
no right or interest of any Participant shall be subject to any lien,
obligation or liability of the Participant, except by will or the laws
of descent and distribution.
(c) NO RIGHT TO EMPLOYMENT. The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the
Employer. Further, the Employer expressly reserves the right at any
time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any agreement entered
into with respect to an Option.
(d) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Option, no Participant or transferee of an Option shall have any rights
as a stockholder with respect to any shares of Common Stock to be
distributed under the Plan until he or she has become the holder
thereof.
(e) CONSTRUCTION OF THE PLAN. The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations,
and rights relating to the Plan, shall be determined solely in
accordance with the laws of the State of Delaware.
(f) EFFECTIVE DATE. The Plan shall become effective on January 3, 1995 (the
"Effective Date"). No Options may be granted under the Plan after
December 31, 1997.
(g) AMENDMENT OF PLAN. The Administrator may amend, suspend or terminate
the Plan or any portion thereof at any time provided that no
modification or termination of the Plan shall, without the
Participant's consent, alter or impair any of his or her rights or
obligations under any Option theretofore granted to him or her under
the Plan.
(h) AMENDMENT OF OPTION. The Administrator may amend, modify or terminate
any outstanding Option with the Participant's consent at any time prior
to payment or exercise in any manner not inconsistent with the terms of
the Plan, including without limitation, (i) to change the date or dates
as of which an Option becomes exercisable; or (ii) to cancel and
reissue an Option under such different terms and conditions as it
determines appropriate.
-4-
<PAGE> 5
(i) ADJUSTMENTS AND ASSUMPTION. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger, consolidation, distribution of assets, or any other change in
the corporate structure or shares of the Corporation, the Administrator
shall make such adjustments as it deems appropriate in the number and
kind of shares authorized by the Plan, in the number and kind of shares
covered by the Options granted, and in the purchase price of
outstanding Options. In the event of any merger, consolidation or other
reorganization in which the Corporation is not the surviving or
continuing corporation, all Options granted hereunder and outstanding
on the date of such event shall be assumed by the surviving or
continuing corporation with appropriate adjustment as to the number and
kind of shares and purchase price of the shares.
-5-
<PAGE> 1
Exhibit 5.1
[UNUM LETTERHEAD]
December 10, 1997
UNUM Corporation
2211 Congress Street
Portland, Maine 04122
Gentlemen:
As counsel and Secretary for UNUM Corporation, a Delaware
corporation (the "Company"), I am familiar with the Company's 1998 Goals Stock
Option Plan (the "Plan") and the registration under the Securities Act of 1933
on Form S-8 of 3,000,000 shares of Common Stock, $.10 par value per share, of
the Company (the "Shares") reserved for issuance under the Plan.
Based upon my examination of the Plan and such other documents
as I have deemed relevant, I am of the opinion that the Shares, when issued and
paid for pursuant to the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit No.
5.1 to the Registration Statement on Form S-8 relating to the Shares and the
Plan.
Very truly yours,
/s/ Kevin J. Tierney
Kevin J. Tierney
General Counsel
<PAGE> 1
Exhibit 15.1
[Coopers & Lybrand L.L.P. Letterhead]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our reports dated April 23, 1997, July 23, 1997, and October
22, 1997, on our review of interim financial information of UNUM Corporation and
subsidiaries for the three-month, six-month, and nine-month periods ended March
31, 1997, June 30, 1997, and September 30, 1997, and included in the Company's
quarterly reports on Forms 10-Q for the quarters then ended are incorporated by
reference in Form S-8 pertaining to the UNUM Corporation 1998 Goals Stock Option
Plan. Pursuant to Rule 436(c) under the Securities Act of 1933, this report
should not be considered a part of the registration statement prepared or
certified by us within the meaning of Section 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
December 10, 1997
<PAGE> 1
Exhibit 23.1
[Coopers & Lybrand L.L.P. Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 pertaining to the
UNUM Corporation 1998 Goals Stock Option Plan of our report dated February 5,
1997, except for Note 5 for which the date is March 1, 1997, and Note 18 for
which the date is March 14, 1997, on our audits of the consolidated financial
statements and the financial statements schedules of UNUM Corporation and
subsidiaries as of December 31, 1996 and 1995, and for the years ended December
31, 1996, 1995, and 1994, which report is included in the Annual Report on Form
10-K.
/s/ Coopers & Lybrand L.L.P.
Portland, Maine
December 10, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his
or her true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign a Registration
Statement on Form S-8 pursuant to the Securities Act of 1933 in order to
register 7,000,000 shares of the Corporation's Common Stock under said Act for
issuance under the Corporation's 1996 Long-Term Stock Incentive Plan and
3,000,000 shares of the Corporation's Common Stock under the 1998 Goals Stock
Option Plan, and any or all amendments to such Registration Statement, including
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies and confirms all his or
her said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
<TABLE>
<CAPTION>
Witness our signatures set forth below:
Title Date
----- ----
<S> <C> <C>
/s/ Gayle O. Averyt Director October 10, 1997
- ----------------------------------------------
Gayle O. Averyt
/s/ Robert E. Dillon, Jr. Director October 10, 1997
- ---------------------------------------------
Robert E. Dillon
/s/ Gwain H. Gillespie Director October 10, 1997
- ----------------------------------------------
Gwain H. Gillespie
Director October 10, 1997
- ----------------------------------------------
Ronald E. Goldsberry
/s/Donald W. Harward Director October 10, 1997
- ----------------------------------------------
Donald W. Harward
/s/ George J. Mitchell Director October 10, 1997
- ----------------------------------------------
George J. Mitchell
/s/ Cynthia A. Montgomery Director October 10, 1997
- ----------------------------------------------
Cynthia A. Montgomery
/s/ James L. Moody, Jr. Director October 10, 1997
- ----------------------------------------------
James L. Moody, Jr.
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Title Date
----- ----
<S> <C> <C>
/s/ Lawrence R. Pugh Director October 10, 1997
- ----------------------------------------------
Lawrence R. Pugh
/s/ Lois Dickson Rice Director October 10, 1997
- ----------------------------------------------
Lois Dickson Rice
/s/ John W. Rowe Director October 10, 1997
- ----------------------------------------------
John W. Rowe
</TABLE>
-2-
