Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
___________
Walter Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3429953
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1500 North Dale Mabry Highway
Tampa, FL 33607
(Address, Including Zip Code, of Registrant's Principal Executive Office)
Walter Industries, Inc. Employee Stock Purchase Plan
Walter Industries, Inc. Amended 1995 Long-Term Incentive Stock Plan
(Full title of the Plans)
Dean M. Fjelstul
Senior Vice President and Chief Financial Officer
Walter Industries, Inc.
1500 North Dale Mabry Highway
Tampa, FL 33607
(813) 871-4811
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
___________
Copy to:
Peter J. Gordon, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3909
___________
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Amount to Offering Maximum Amount of
Securities to be Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
------------- ---------- --------- -------------- ------------
Common Stock,
par value
$.01 per
share 3,500,000(1) $11.47 (2) $40,145,000 (2) $11,160.31 (2)
(1) Represents 3,000,000 shares of Common Stock issuable under the
Walter Industries, Inc. Amended 1995 Long-Term Incentive Stock Plan
and 500,000 shares of Common Stock issuable under the Walter
Industries, Inc. Employee Stock Purchase Plan.
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(2) Estimated solely for calculating the registration fee and
calculated pursuant to Rule 457(c), based on the average of the
high and low sale prices of the Common Stock on April 21, 1999 as
reported on the New York Stock Exchange Composite Tape.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Walter Industries, Inc. (the "Company") are hereby
incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
May 31, 1998 (File No. 000-20537).
(b) Quarterly Reports on Form 10-Q for the quarters ended
August 31, 1998, as amended by the Company's Amendment #1
on Form 10-Q/A, November 30, 1998 and February 28, 1999.
(c) Current Report on Form 8-K dated March 1, 1999.
(d) The description of the Company's Common Stock contained
in the Prospectus, filed as part of Post-Effective
Amendment No. 8 on Form S-3 to the Company's Registration
Statement on Form S-1, file no. 33-59013, filed on
January 29, 1998.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement 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
this Registration Statement and to be a part hereof from the date of
filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
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attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonable incurred by such person in connection with such
action, suit or proceeding, provided that such officer or director acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonably cause to believe his conduct was illegal.
A Delaware corporation may indemnify officers and directors against
expenses (including attorneys' fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is
successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the
expenses which such officer, director, employee or agent actually and
reasonably incurred.
Article IV of the By-laws of the Company provides for
indemnification of its officers and directors to the fullest extent
permitted by Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that a Delaware corporation
may eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (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
DGCL relating to the unlawful payment of a dividend or an unlawful stock
purchase or redemption or (iv) for any transaction from which the
director derived an improper personal benefit.
Article 6 of the Restated Certificate of Incorporation of the
Company provides for the elimination of personal liability of its
directors for monetary damages for breach of fiduciary duty as a
director, except as otherwise provided by the DGCL.
The Company has entered into a Directors and Officers
Indemnification Agreement which provides that directors and officers
shall be indemnified to the fullest extent permitted by applicable law
and obligates the Company to indemnify the directors and officers of the
Company (a) if any director or officer is or may become a party to any
proceeding against all expenses reasonably incurred by such director or
officer in connection with the defense or settlement of such proceeding,
but only if such director or officer acted in good faith and in a manner
which such director or officer reasonably believed to be in or not
opposed to the best interests of the Company, and in the case of a
criminal action or proceeding, in addition, only if such director or
officer had no reasonable cause to believe that his or her conduct was
unlawful, (b) if a director or officer is or may become a party to any
proceeding by or in the name of the Company to procure a judgment in its
favor against all expenses reasonably incurred by such director or
officer in connection with the defense or settlement of such proceeding,
but only if such director or officer acted in good faith and in a manner
which such director or officer reasonably believed to be in or not
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opposed to the best interests of the Company, except no indemnification
for expenses need be made in respect of any claim in which such director
or officer shall have been adjudged liable to the Company unless a court
in which the proceeding is brought determines otherwise and (c) if a
director or officer has been successful on the merits or otherwise in
defense of any proceeding or claim.
The Registration Rights Agreement dated as of March 17, 1995 and
the Registration Rights Agreement dated as of September 12, 1995 between
the Company and the shareholders named therein (the "Holders") each
requires the Company, on the one hand, and the Holders referred to
therein, on the other hand, under certain circumstances, to indemnify
each other and, in the case of the Company's indemnification obligations,
each other person who participates as an underwriter in an offering of
Common Stock thereunder, and each other person who controls such parties
and/or underwriters and their respective directors, officers, partners,
agents and affiliates against certain liabilities, including liabilities
under the Securities Act of 1933, incurred in connection with each
registration of securities pursuant to such registration rights
agreement.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3(1) of the
Company's Quarterly Report on Form 10-Q filed on
January 14, 1999 (File No. 001-13711)
3.2 Amended and Restated By-laws of the Company, dated
October 8, 1998
5 Opinion of Simpson Thacher & Bartlett
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5 hereto)
24 Power of Attorney
Item 9. Undertakings.
(a) 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(b) To reflect in the prospectus any facts or
events arising after the effective date of this
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 this Registration Statement;
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information set forth in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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.
(b) 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 this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
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)
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is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered,
the Registrant 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
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Walter
Industries, Inc. 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 Tampa, State of
Florida on this 23rd day of April, 1999.
WALTER INDUSTRIES, INC.
/s/Frank A. Hult
By-------------------------------------
Name: Frank A. Hult
Title: Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 23rd day of April, 1999.
Signature Title
*James W. Walter
---------------------------- Chairman Emeritus and Director
James W. Walter
*Kenneth E. Hyatt
---------------------------- Chairman of the Board, President,
Kenneth E. Hyatt Chief Executive Officer and
Director (Principal Executive
Officer)
*Richard E. Almy
---------------------------- Executive Vice President, Chief
Richard E. Almy Operating Officer and Director
*Dean M. Fjelstul
---------------------------- Senior Vice President and Chief
Dean M. Fjelstul Financial Officer (Principal
Financial Officer)
/s/Frank A. Hult
---------------------------- Vice President and Controller and
Frank A. Hult Chief Accounting Officer
(Principal Accounting Officer)
*Donald N. Boyce
---------------------------- Director
Donald N. Boyce
*Howard L. Clark, Jr.
---------------------------- Director
Howard L. Clark, Jr.
*Perry Golkin
---------------------------- Director
Perry Golkin
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*James L. Johnson
---------------------------- Director
James L. Johnson
*Charles E. Long
---------------------------- Director
Charles E. Long
*Michael T. Tokarz
---------------------------- Director
Michael T. Tokarz
/s/Frank A. Hult
By ----------------------------
Frank A. Hult
Attorney-in-fact
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EXHIBIT INDEX
Sequential
Exhibit Number Description of Exhibit Page Number
3.1 Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Exhibit 3(1) of the
Company's Quarterly Report on Form 10-Q
filed on January 14, 1999 (File No. 001-13711)
3.2 Amended and Restated By-laws of the Company, dated
October 8, 1998
5 Opinion of Simpson Thacher & Bartlett
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Simpson Thacher & Bartlett
(included in the opinion filed as Exhibit
5)
24 Power of Attorney
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EXHIBIT 3.2
WALTER INDUSTRIES, INC.
AMENDED AND RESTATED
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
------------------------
Section 1. Place of Meeting and Notice. Meetings of the
stockholders of the Corporation shall be held at such place either within or
without the State of Delaware as the Board of Directors may determine.
Section 2. Annual and Special Meetings. Annual meetings of
stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors
and to transact such other business as may properly come before the meeting.
Special meetings of the stockholders may be called by the President for any
purpose and shall be called by the President or Secretary if directed by a
majority of the whole Board of Directors or requested in writing by the
holders of not less than 25% of the outstanding shares of the capital stock
of the Corporation. Each such stockholder request shall state the purpose of
the proposed meeting.
Section 3. Notice. Except as otherwise provided by law, at least 10
and not more than 60 days before each meeting of stockholders, written notice
of the time, date and place of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given to each stockholder.
Section 4. Quorum. At any meeting of stockholders, the holders of
record, present in person or by proxy, of a majority of the Corporation's
issued and outstanding shares of capital stock shall constitute a quorum for
the transaction of business, except as otherwise provided by law. In the
absence of a quorum, any officer entitled to preside at or to act as
secretary of the meeting shall have power to adjourn the meeting from time to
time until a quorum is present.
Section 5. Voting. Except as otherwise provided by law, all matters
submitted to a meeting of stockholders shall be decided by vote of the
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holders of record of a majority of the Corporation's issued and outstanding
shares of capital stock present at such meeting, in person or by proxy.
ARTICLE II
DIRECTORS
---------
Section 1. Number, Election and Removal of Directors. The number of
Directors that shall constitute the Board of Directors shall be not less than
5 nor more than 13. The number of Directors, within the limits specified
above, shall be determined by resolution of the Board of Directors. The
Directors shall be elected by the stockholders at the annual meeting of the
stockholders. Vacancies and newly created directorships resulting from any
increase in the number of Directors may be filled by a majority of the
Directors then in office, although less than a quorum, or by the sole
remaining Director or by the stockholders. A Director may be removed in
accordance with applicable law.
Section 2. Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as may from time to time be fixed by a
majority of the whole Board of Directors or as may be specified in a notice
of meeting. Special meetings of the Board of Directors may be held at any
time upon the call of the President and shall be called by the President or
Secretary if directed by a majority of the whole Board of Directors.
Telegraphic or written notice of each special meeting of the Board of
Directors shall be sent to each Director not less than twenty-four hours
before such meeting. A meeting of the Board of Directors may be held without
notice immediately after the annual meeting of the stockholders. Notice need
not be given of regular meetings of the Board Directors.
Section 3. Quorum. A majority of the whole Board of Directors shall
constitute a quorum for the transaction of business. If a quorum is not
present at any meeting of the Board of Directors, the Directors present may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until such a quorum is present. Except as otherwise provided
by law, the Certificate of Incorporation of the Corporation, or these By-
Laws, the act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors.
Section 4. Committees of Directors. The Board of Directors may, by
resolution adopted by the affirmative vote of a majority of the whole Board
of Directors designate one or more committees, including without limitation
an Executive Committee, to have and exercise such power and authority as the
Board of Directors shall specify. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to act at the
meeting in place of any such absent or disqualified member. The Tax
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Oversight Committee, established pursuant to the Amended Joint Plan or
Reorganization dated as of December 9, 1994, shall consist of such members as
provided in Section 1.229 of Plan.
Section 5. Compensation. Each Director who is not an employee of
the Corporation or any of its subsidiaries, in consideration of his or her
service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at Directors meetings, or both,
as the Board may from time to time determine, together with reimbursement for
the reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who is
not an employee of the Corporation or any of its subsidiaries who shall serve
as a member of any committee of Directors in consideration of serving as such
shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may, from time to
time determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 5 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and
receiving proper compensation therefor.
ARTICLE III
OFFICERS
--------
The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer and such other additional officers with such titles as
the Board of Directors shall determine, all of whom shall be chosen by and
shall serve at the pleasure of the Board of Directors. Such officers shall
have the usual powers and shall perform all the usual duties incident to
their respective offices. All officers shall be subject to the supervision
and direction of the Board of Directors. The authority, duties or
responsibilities of any officer of the Corporation may be suspended by the
President with or without cause. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors with or without
cause.
ARTICLE IV
INDEMNIFICATION
---------------
To the fullest extent permitted by applicable law, the Corporation shall
indemnify any current or former Director, officer, employee or agent of the
Corporation and such director's, officer's, employee's or agent's heirs,
executors and administrators against all expenses, judgments, fines and
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amounts paid in settlement actually and reasonably incurred by such
indemnified party in connection with any threatened, pending or completed
action, suit or proceeding brought by or in the right of the Corporation, or
otherwise, to which such indemnified party was or is a party or is threatened
to be made a party by reason of such indemnified party's current or former
position with the Corporation or by reason for the fact that such indemnified
party is or was serving, at the request of the Corporation, as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation
shall, from time to time, reimburse or advance to any current or former
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of defense expenses as incurred. Any repeal or
modification of this Article IV by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
in respect of any act or omission occurring prior to the time of such repeal
or modification.
ARTICLE V
GENERAL PROVISIONS
------------------
Section 1. Notices. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any Director,
such notice shall be deemed to have been given when it is sent by telegram,
telex or telecopy or hand delivered or deposited in the United States mail,
as the case may be. A waiver of such notice in writing signed by the person
or persons entitled thereto, whether before or after the time stated in such
notice, shall be equivalent to the giving of such notice. Attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting
except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
Exhibit 5
April 28, 1999
Walter Industries, Inc.
1500 North Dale Mabry Highway
Tampa, FL 33607
We have acted as special counsel to Walter Industries, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the proposed
issuance by the Company of up to 3,000,000 shares of common stock par value
$0.01 per share, of the Company under the Company's Amended 1995 Long-Term
Incentive Stock Plan (the "Plan").
We have examined the Registration Statement and related prospectus
and we have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other
documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed
herein. As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
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of all documents submitted to us as duplicates or certified or conformed
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the issuance of the
Shares has been duly authorized by the Company and, when issued in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Very truly yours,
/S/SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
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Exhibit 23.1
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 14, 1998
relating to the financial statements, which appears in Walter Industries,
Inc.'s Annual Report on Form 10-K for the year ended May 31, 1998. We
also consent to the incorporation by reference of our report dated July
14, 1998 relating to the financial statement schedules, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Tampa, Florida
April 23, 1999
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of Walter Industries, Inc. (the "Company") in their respective
capacities set forth below constitutes and appoints Frank Hult, Joseph J.
Troy and Edward A. Porter and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of (i) shares of Common
Stock of the Company ("Common Stock") to be issued or transferred
pursuant to the Walter Industries, Inc. Amended 1999 Long Term Incentive
Stock Plan and the Walter Industries, Inc. Employee Stock Purchase Plan and
(ii) if applicable, plan interests thereunder, in each case, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation, the power and authority to sign the name of the undersigned
individual in the capacity indicated below opposite the name of such
individual to any Registration Statement on Form S-8 relating to the
registration of such Common Stock to be filed with the Securities and
Exchange Commission with respect to said Common Stock, to sign any and
all amendments (including post-effective amendments) and supplements to
any such Registration Statement, 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,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
/S/James W. Walter
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James W. Walter Director April 19,1999
/S/Kenneth E. Hyatt
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Kenneth E. Hyatt Director April 19, 1999
/S/Richard E. Almy
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Richard E. Almy Director April 19, 1999
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/S/Donald N. Boyce
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Donald N. Boyce Director April 19, 1999
/S/Howard L. Clark
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Howard L. Clark Director April 19, 1999
/S/Perry Golkin
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Perry Golkin Director April 19, 1999
/S/James L. Johnson
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James L. Johnson Director April 19, 1999
/S/Charles E. Long
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Charles E. Long Director April 19, 1999
/S/Michael T. Tokarz
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Michael T. Tokarz Director April 19, 1999
