ST PAUL COMPANIES INC /MN/, S-8, 1997-02-25

ST PAUL COMPANIES INC /MN/
S-8, 1997-02-25
FIRE, MARINE & CASUALTY INSURANCE

Previous: RAYMOND CORP, 3, 1997-02-25

Next: SEAGRAM CO LTD, SC 13G, 1997-02-25

<PAGE>

As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 333-_______
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________

THE ST. PAUL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
_____________________

MINNESOTA 41-0518860
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
______________________

385 Washington Street
St. Paul, Minnesota 55102
(612) 310-7911
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
______________________

THE ST. PAUL HOLDINGS
SHARESAVE SCHEME
(Full title of the plan)
______________________

BRUCE A. BACKBERG, ESQ.
VICE PRESIDENT AND CORPORATE SECRETARY
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(612) 310-7911
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
_________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
_____________________________
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value per share(3) 50,000 shares $70.125 $3,506,250 $1,062.50
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described in the Plan.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average between the high and low reported
sale prices of the Registrant's Common Stock on February 18, 1997, as
reported on the New York Stock Exchange.

(3) Each share of Common Stock includes a right to purchase a fractional share
of the Registrant's Series A preferred stock (a "Right").
- -------------------------------------------------------------------------------

<PAGE>

PART II

INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by The St. Paul Companies, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended December 31,
1995 (File No. 0-3021); (2) the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1996, June 30, 1996, and September 30, 1996 (File No.
0-3021); (3) the Company's Current Report on Form 8-K, dated January 29, 1996
(File No. 0-3021); (4) the Company's Current Report on Form 8-K, dated June 18,
1996 (File No. 0-3021); (5) the Company's Current Report on Form 8-K, dated July
29, 1996 (File No. 0-3021); (6) the Company's Current Report on Form 8-K, dated
August 7, 1996 (File No. 0-3021); (7) the Company's Current Report on Form 8-K,
dated August 27, 1996 (File No. 0-3021); (8) the Company's Current Report on
Form 8-K, dated October 1, 1996 (File No. 0-3021); (9) the Company's Current
Report on Form 8-K, dated October 29, 1996 (File No. 0-3021); (10) the Company's
Current Report on Form 8-K, dated January 27, 1997 (File No. 0-3021); (11) the
Company's Current Report on Form 8-K, dated February 7, 1997 (File No. 0-3021);
(12) all other reports filed with the Commission by the Company pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 1995; (13) the description of the Company's
common stock, no par value (the "Common Stock") contained in its Registration
Statement on Form 8-A (File No. 0-3021), including any amendments or reports
filed for the purpose of updating such description; and (14) the description of
the Company's Series A preferred stock and rights to purchase Series A preferred
stock contained in its Registration Statement on Form 8-A, including any
amendments or reports filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 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 shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock 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 of
such documents.

The consolidated financial statements and financial statement
schedules of the Company incorporated by reference in this Registration
Statement have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, for the periods indicated in their reports thereon, which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995. These consolidated financial statements and
financial statement schedules audited by KPMG Peat Marwick LLP have been
incorporated by reference in reliance on their report given on their authority
as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP
audits and reports on the financial statements of the Company issued at future
dates, and consents to the use of their reports thereon, such financial
statements also will be incorporated by reference in the Registration Statement
in reliance upon their reports and said authority.

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.

The Bylaws of the Company provide, subject to certain exceptions, that
directors and officers of the Company and certain others shall be indemnified by
the Company to the fullest extent permitted or required by Minnesota Statute
Section 302A.521.

The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.

ITEM 8. EXHIBITS.

4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3 (i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 (File No. 0-3021)).

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3 (ii) to
the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994 (File No. 0-3021)).

4.3 Amended and Restated Shareholder Protection Rights Agreement
(incorporated by reference to Exhibit 4(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 (File No.
0-3021)).

5.1 Opinion and Consent of Bruce A. Backberg, Esq.

23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).

<PAGE>

23.2 Independent Auditors' Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney.

28.1 Information from Reports Furnished to State Insurance Regulatory
Authorities (incorporated by reference to Exhibit 28 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 (File
No. 0-3021)).

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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective 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 the registration statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(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 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 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.

<PAGE>

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 may be permitted to directors, officers and controlling
persons of the Registrant, 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 Securities Act of 1933 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 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.

<PAGE>
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 St. Paul, State of Minnesota, on February 25, 1997.

THE ST. PAUL COMPANIES, INC.

By: /s/ Bruce A. Backberg
--------------------------------------
Bruce A. Backberg
Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on February 25, 1997:

/s/ Douglas W. Leatherdale* Chairman, President and Chief
- --------------------------- Executive Officer (Principal
Douglas W. Leatherdale Executive Officer)

/s/ Patrick A. Thiele* Executive Vice President and a Director
- ---------------------------
Patrick A. Thiele

/s/ Paul J. Liska* Executive Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer)
Paul J. Liska

/s/ Howard E. Dalton* Senior Vice President and Chief Accounting
- --------------------------- Officer (Principal Accounting Officer)
Howard E. Dalton

/s/ Michael R. Bonsignore* Director
- ---------------------------
Michael R. Bonsignore

/s/ John H. Dasburg* Director
- ---------------------------
John H. Dasburg

/s/ W. John Driscoll* Director
- ----------------------------
W. John Driscoll

/s/ Pierson M. Grieve* Director
- ----------------------------
Pierson M. Grieve

/s/ Ronald James* Director
- ----------------------------
Ronald James

/s/ David G. John* Director
- ----------------------------
David G. John

<PAGE>

/s/ William H. Kling* Director
- ----------------------------
William H. Kling

/s/ Bruce K. MacLaury* Director
- ----------------------------
Bruce K. MacLaury

/s/ Glen D. Nelson, M.D.* Director
- ----------------------------
Glen D. Nelson, M.D.

/s/ Anita M. Pampusch* Director
- ----------------------------
Anita M. Pampusch

/s/ Gordon M. Sprenger* Director
- ----------------------------
Gordon M. Sprenger

*By: /s/ Bruce A. Backberg
------------------------
Bruce A. Backberg
Attorney-in-Fact

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
ITEM NO. ITEM METHOD OF FILING
- ------- ---- ----------------
<S> <C> <C>
4.1 Articles of Incorporation of the Company . . . . Incorporated by reference to Exhibit
3(i) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1995 (File No. 0-3021).

4.2 Bylaws of the Company . . . . . . . . . . . . . . Incorporated by reference to Exhibit
3(ii) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended March 31, 1994 (File No. 0-3021).

4.3 Amended and Restated Shareholder Protection
Rights Agreement. . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit
4(i) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1995 (File No. 0-3021).

5.1 Opinion and Consent of Bruce A. Backberg, Esq . . Filed herewith electronically.

23.1 Consent of Bruce A. Backberg, Esq.. . . . . . . . Included in Exhibit 5.1.

23.2 Independent Auditors' Consent of KPMG Peat
Marwick LLP . . . . . . . . . . . . . . . . . . . Filed herewith electronically.

24.1 Powers of Attorney. . . . . . . . . . . . . . . . Filed herewith electronically.

28.1 Information from Reports Furnished to State
Insurance Regulatory Authorities. . . . . . . . . Incorporated by reference to Exhibit
28 to the Company's Annual Report
on Form 10-K for the year ended
December 31, 1995 (File No. 0-3021).

</TABLE>

<PAGE>

February 20, 1997

The St. Paul Companies, Inc.
385 Washington Street
St. Paul, MN 55102

Re: REGISTRATION STATEMENT ON FORM S-8
----------------------------------

Gentlemen:

I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 50,000
shares of the Company's Common Stock, no par value (the "Shares"), pursuant to
the Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on or about February 25, 1997 (the "Registration
Statement").

In this connection, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records, certificates and
written and oral statement of officers and accountants of the Company and of
public officials, and other documents that I have considered necessary and
appropriate for this opinion.

In connection with my examination, I have assumed the genuiness of all
signatures, the authenticity of all documents tendered to me as originals, the
legal capacity of all natural persons, and the conformity to original documents
of all documents submitted to me as certified or photostatic copies.

Based on the foregoing, it is my opinion that:

1. The Company has corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.

2. The 50,000 shares of Common Stock that are being registered for sale
by the Company under the Registration Statement have been duly
authorized and, when issued, delivered and paid for in accordance with
the Plan referred to in the Registration Statement, will be validly
issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.

Very truly yours,

/s/ Bruce A. Backberg

Bruce A. Backberg, Esq.

<PAGE>

[LETTERHEAD]

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The St. Paul Companies, Inc.:

We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Incorporation of Documents by
Reference" in the Registration Statement.

/s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 25, 1997

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Chairman, President,
CEO and a director of The St. Paul Companies, Inc., a Minnesota corporation
("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and
Edward M. Gerber, or either of them, to be my attorney-in-fact, with full power
and authority to sign on my behalf a Registration Statement on Form S-8 of The
St. Paul Companies, Inc. (the "Registration Statement") relating to shares of
common stock of The St. Paul to be issued pursuant to The St. Paul Holdings
Sharesave Scheme, and any or all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, provided that the Registration Statement and any amendments thereto,
in their final form, are reviewed by said attorney-in-fact, and shall have the
same force and effect as though I had manually signed such Registration
Statement or amendments.

Dated: February 4, 1997 SIGNATURE: /s/ Douglas W. Leatherdale
---------------------------------
NAME: Douglas W. Leatherdale

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice
President and a director of The St. Paul Companies, Inc., a Minnesota
corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A.
Backberg and Edward M. Gerber, or either of them, to be my attorney-in-fact,
with full power and authority to sign on my behalf a Registration Statement on
Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating
to shares of common stock of The St. Paul to be issued pursuant to The St. Paul
Holdings Sharesave Scheme, and any or all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, provided that the Registration Statement and any amendments thereto,
in their final form, are reviewed by said attorney-in-fact, and shall have the
same force and effect as though I had manually signed such Registration
Statement or amendments.

Dated: February 4, 1997 SIGNATURE: /s/ Patrick A. Thiele
---------------------------------
NAME: Patrick A. Thiele

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice
President and Chief Financial Officer of The St. Paul Companies, Inc., a
Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint
Bruce A. Backberg and Edward M. Gerber, or either of them, to be my attorney-in-
fact, with full power and authority to sign on my behalf a Registration
Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration
Statement") relating to shares of common stock of The St. Paul to be issued
pursuant to The St. Paul Holdings Sharesave Scheme, and any or all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statement and
any amendments thereto, in their final form, are reviewed by said attorney-in-
fact, and shall have the same force and effect as though I had manually signed
such Registration Statement or amendments.

Dated: February 4, 1997 SIGNATURE: /s/ Paul J. Liska
---------------------------------
NAME: Paul J. Liska

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Senior Vice President
and Chief Accounting Officer of The St. Paul Companies, Inc., a Minnesota
corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A.
Backberg and Edward M. Gerber, or either of them, to be my attorney-in-fact,
with full power and authority to sign on my behalf a Registration Statement on
Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating
to shares of common stock of The St. Paul to be issued pursuant to The St. Paul
Holdings Sharesave Scheme, and any or all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, provided that the Registration Statement and any amendments thereto,
in their final form, are reviewed by said attorney-in-fact, and shall have the
same force and effect as though I had manually signed such Registration
Statement or amendments.

Dated: February 4, 1997 SIGNATURE: /s/ Howard E. Dalton
---------------------------------
NAME: Howard E. Dalton

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of them,
to be my attorney-in-fact, with full power and authority to sign on my behalf a
Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul to
be issued pursuant to The St. Paul Holdings Sharesave Scheme, and any or all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, provided that the Registration Statement
and any amendments thereto, in their final form, are reviewed by said attorney-
in-fact, and shall have the same force and effect as though I had manually
signed such Registration Statement or amendments.

Dated: February 4, 1997 SIGNATURE: /s/ Michael R. Bonsignore
---------------------------------
NAME: Michael R. Bonsignore

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ John H. Dasburg
---------------------------------
NAME: John H. Dasburg

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ W. John Driscoll
---------------------------------
NAME: W. John Driscoll

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ Pierson M. Grieve
---------------------------------
NAME: Pierson M. Grieve

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ Ronald James
---------------------------------
NAME: Ronald James

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ David G. John
---------------------------------
NAME: David G. John

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ William H. Kling
---------------------------------
NAME: William H. Kling

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ Bruce K. MacLaury
---------------------------------
NAME: Bruce K. MacLaury

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ Glen D. Nelson, M.D.
---------------------------------
NAME: Glen D. Nelson, M.D.

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ Anita M. Pampusch
---------------------------------
NAME: Anita M. Pampusch

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE: /s/ Gordon M. Sprenger
---------------------------------
NAME: Gordon M. Sprenger