<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 47-0684736
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1400 SMITH STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
--------------------
AMENDED AND RESTATED ENRON OIL & GAS COMPANY 1994 STOCK PLAN
(FULL TITLE OF THE PLAN)
BARRY HUNSAKER, JR.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
1400 SMITH STREET
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 853-5788
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.01 6,000,000 $14.15625 $84,937,500 $23,613
==============================================================================================================
</TABLE>
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average
of the high and low prices of such stock reported in the New York Stock
Exchange consolidated reporting system on December 15, 1998.
-------------------
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock
for sale under the Amended and Restated Enron Oil & Gas Company 1994 Stock
Plan. The contents of the registrant's Form S-8 Registration Statements
(No. 33-52201, No. 33-58103 and No. 333-20841) relating to the same
employee benefit plan are incorporated by reference in this registration
statement.
Page 1 of 5 Pages
Exhibit Index appears on Page 5
<PAGE> 2
INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents are filed as part of this registration
statement, in accordance with General Instruction E to Form S-8:
Exhibits.
4.1(e) -- Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company, dated May
7, 1997 (incorporated by reference to Exhibit 3(e) to
the Company's Registration Statement on Form S-3,
Registration No. 333-44785, filed January 23, 1998).
*4.3(b) -- Fourth Amendment to Amended and Restated Enron Oil &
Gas Company 1994 Stock Plan, effective May 5, 1998.
*4.3(c) -- Fifth Amendment to Amended and Restated Enron Oil &
Gas Company 1994 Stock Plan, effective December 8,
1998.
*23.1 -- Consent of Arthur Andersen LLP.
*23.2 -- Consent of DeGolyer and MacNaughton.
*24.1 -- Powers of Attorney of certain directors of the Company.
*Filed herewith.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Houston, State of Texas,
on the 22nd day of December, 1998.
ENRON OIL & GAS COMPANY
By: /s/ Walter C. Wilson
--------------------------------------------
Walter C. Wilson
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark G. Papa President and Chief Executive Officer December 22, 1998
- ------------------------------------------ and Director
Mark G. Papa (Principal Executive Officer)
/s/ Walter C. Wilson Senior Vice President and December 22, 1998
- ------------------------------------------ Chief Financial Officer
Walter C. Wilson (Principal Financial and
Principal Accounting Officer)
* Chairman of the Board and Director
- ------------------------------------------
Forrest E. Hoglund
* Director
- ------------------------------------------
Fred C. Ackman
* Director
- ------------------------------------------
Richard A. Causey
* Director
- ------------------------------------------
James V. Derrick, Jr.
* Director
- ------------------------------------------
John H. Duncan
* Director
- ------------------------------------------
Ken L. Harrison
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C> <C>
* Director
- ------------------------------------------
Kenneth L. Lay
* Director
- ------------------------------------------
Edward Randall, III
* Director
- ------------------------------------------
Jeffrey K. Skilling
* Director
- ------------------------------------------
Frank G. Wisner
*By: /s/ Angus H. Davis December 22, 1998
--------------------------------------
Angus H. Davis
Attorney-in-Fact
</TABLE>
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C>
4.1(e) -- Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas
Company, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to the Company's
Registration Statement on Form S-3, Registration No. 333-44785, filed January 23, 1998).
*4.3(b) -- Fourth Amendment to Amended and Restated Enron Oil & Gas Company 1994
Stock Plan, effective May 5, 1998. 6
*4.3(c) -- Fifth Amendment to Amended and Restated Enron Oil & Gas Company 1994
Stock Plan, effective December 8, 1998. 7
*23.1 -- Consent of Arthur Andersen LLP. 8
*23.2 -- Consent of DeGolyer and MacNaughton. 9
*24.1 -- Powers of Attorney of certain directors of the Company. 10
</TABLE>
*Filed herewith.
-5-
<PAGE> 1
EXHIBIT 4.3(b)
FOURTH AMENDMENT TO
AMENDED AND RESTATED ENRON OIL & GAS COMPANY
1994 STOCK PLAN
WHEREAS, Enron Oil & Gas Company (the "Company") has heretofore
adopted and maintains the Amended and Restated Enron Oil & Gas Company 1994
Stock Plan, as amended by amendments dated effective as of December 12, 1995,
December 10, 1996, and December 9, 1997 (hereinafter collectively referred to
as the "Plan"); and
WHEREAS, the Company desires to amend the Plan to provide for the
increase in the number of shares available for grant;
NOW, THEREFORE the Plan is amended as follows:
Section 3.1 (i) is hereby rescinded and amended in its entirety to
read as follows:
"(i) Calculation of Number of Shares Available. The number
of shares available for granting Awards under the Plan shall
be twelve million (12,000,000) Shares, subject to adjustment
as provided in Section 3.2"
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Dated effective as of May 5, 1998.
<TABLE>
<S> <C>
ATTEST: ENRON OIL & GAS COMPANY
/s/ Angus H. Davis /s/ Patricia L. Edwards
- ----------------------------------- ----------------------------------------
Angus H. Davis Patricia L. Edwards
Vice President, Communications Vice President, Administration &
and Corporate Secretary Human Resources
</TABLE>
<PAGE> 1
EXHIBIT 4.3(c)
FIFTH AMENDMENT TO
AMENDED AND RESTATED ENRON OIL & GAS COMPANY
1994 STOCK PLAN
WHEREAS, Enron Oil & Gas Company (the "Company") has heretofore
adopted and maintains the Amended and Restated Enron Oil & Gas Company 1994
Stock Plan, as amended by amendments dated effective as of December 12, 1995,
December 10, 1996, December 9, 1997 and May 5, 1998 (hereinafter collectively
referred to as the "Plan"); and
WHEREAS, the Company desires to amend the Plan to provide for the
increase in the number of shares available for grant;
NOW, THEREFORE the Plan is amended as follows:
Section 3.1 (i) is hereby rescinded and amended in its entirety to
read as follows:
"(i) Calculation of Number of Shares Available. The number
of shares available for granting Awards under the Plan shall
be fifteen million (15,000,000) Shares, subject to adjustment
as provided in Section 3.2"
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Dated effective as of December 8, 1998.
<TABLE>
<S> <C>
ATTEST: ENRON OIL & GAS COMPANY
/s/ Angus H. Davis /s/ Patricia L. Edwards
- ----------------------------------- ----------------------------------------
Angus H. Davis Patricia L. Edwards
Vice President, Communications Vice President, Administration &
and Corporate Secretary Human Resources
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on the consolidated
financial statements of Enron Oil & Gas Company and subsidiaries dated February
23, 1998, included in Enron Oil & Gas Company's Form 10-K for the year ended
December 31, 1997, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 22, 1998
<PAGE> 1
EXHIBIT 23.2
December 22, 1998
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
Registration Statement), to be filed with the Securities and Exchange
Commission on or about December 22, 1998, by Enron Oil & Gas Company (the
Company), DeGolyer and MacNaughton hereby consents to the incorporation in said
Registration Statement of the references to our firm and to the opinions
delivered to the Company regarding our comparison of estimates prepared by us
with those furnished to us by the Company of the proved oil, condensate,
natural gas liquids, and natural gas reserves of certain selected properties
owned by the Company. The opinions are contained in our letter reports dated
January 22, 1996, January 17, 1997, and January 13, 1998, for estimates, as of
December 31, 1995, December 31, 1996, and December 31, 1997, respectively. The
opinions are referred to in the section "Supplemental Information to
Consolidated Financial Statements--Oil and Gas Producing Activities" in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
DeGolyer and MacNaughton also consents to the incorporation by reference in the
Registration Statement of its letter report, dated January 13, 1998, addressed
to the Company, which is included as Exhibit 23.2 to the Company's Annual
Report on Form 10- K for the year ended December 31, 1997.
Very truly yours,
DeGOLYER and MacNAUGHTON
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Fred C. Ackman
-----------------------------------------------
Fred C. Ackman
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Richard A. Causey
-----------------------------------------------
Richard A. Causey
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ James V. Derrick, Jr.
-----------------------------------------------
James V. Derrick, Jr.
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ John H. Duncan
-----------------------------------------------
John H. Duncan
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Ken L. Harrison
-----------------------------------------------
Ken L. Harrison
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Forrest E. Hoglund
-----------------------------------------------
Forrest E. Hoglund
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Kenneth L. Lay
-----------------------------------------------
Kenneth L. Lay
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Edward Randall, III
-----------------------------------------------
Edward Randall, III
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Jeffrey K. Skilling
-----------------------------------------------
Jeffrey K. Skilling
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Common Stock, $.01 par value, of the Company, to be offered and
sold by the Company from time to time pursuant to the Amended and Restated
Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or
director of the Company hereby constitutes and appoints Walter C. Wilson, Barry
Hunsaker, Jr., and Angus H. Davis, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a registration statement on Form S-8 relating to such
Common Stock to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1998.
/s/ Frank G. Wisner
-----------------------------------------------
Frank G. Wisner
