Option Grants in Last Fiscal Year
The following table shows stock options granted in the fiscal year ending
September 30, 1996 to the Chief Executive Officer and the four other most highly
compensated executive officers (as of September 30, 1996):
<TABLE>
<CAPTION>
Individual Grants (1)
-----------------------------------------------------------
% of
Total Grant
Number of Options Date
Securities Granted Market Present
Underlying to Exercise Price on Value
Options Employees or Base Date of (Black-
Granted in Fiscal Price Grant Expiration Scholes)
Name (#) Year ($/Sh) ($/Sh) Date (2)
<S> <C> <C> <C> <C> <C> <C>
Charles E. Zeigler, Jr. .......... 6,220 5.2% $14.29 $15.88 11/17/00 $42,234
Robert D. Voigt .................. 3,738 3.1 14.29 15.88 11/17/00 25,381
Jerry W. Richardson .............. 2,576 2.2 14.29 15.88 11/17/00 17,491
Franklin H. Yoho ................. 3,738 3.1 14.29 15.88 11/17/00 25,381
John D. Grawe .................... 3,738 3.1 14.29 15.88 11/17/00 25,381
</TABLE>
(1) All options were granted on November 17, 1995 with an exercise price equal
to 90 percent of the average high and low closing price on the grant date,
as reported on the New York Stock Exchange. An optionee must remain
employed by the Company for at least two years from the date of grant
before the right to exercise an option accrues. Options become fully and
immediately exercisable in the event of a change in control of the
Company, and in the event of an optionee's retirement, disability or
death. No option may be exercised more than five years from the date of
its grant. With respect to options granted on November 17, 1995, dividend
equivalents will accrue quarterly on shares subject to such options and
are paid by the Company annually at the end of each option year if the
Company's closing Common Stock price on the dividend record date with
respect to such quarter exceeds $15.88 per share.
(2) The values shown in this column have been calculated through standard
application of the Black-Scholes pricing model. A risk free interest rate
of 7.10%, a volatility rate of 15% and a dividend yield of 5.10% is
assumed. The actual value an executive officer receives from a stock
option is dependent on future market conditions, and there can be no
assurance that the amount reflected as "Grant Date Present Value" will
actually be realized. In addition, the value shown does not take into
account risk factors such as nontransferability, possible non-payment of
dividend equivalents and limits on exercise.
