As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-24835
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDIC COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation or organization)
56-1306083
(I.R.S. Employer Identification No.)
8601 Six Forks Road
Raleigh, North Carolina 27615
(919) 847-8102
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOHN P. MCCONNELL
President
Medic Computer Systems, Inc.
8601 Six Forks Road
Raleigh, North Carolina 27615
(919) 847-8102
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
DONALD R. REYNOLDS, ESQ.
Wyrick Robbins Yates & Ponton L.L.P
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of each class of securities to be Amount to be maximum offering price aggregate offering Amount of registration
registered registered per unit(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 735,025 shares $14.1875 $10,428,167 $3,160.05(2)
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for
the Common Stock as reported on the Nasdaq National Market System on
April 3, 1997 pursuant to Rule 457(c).
(2) Previously paid.
The Registrant hereby amends this Registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED APRIL 17, 1997
PROSPECTUS
MEDIC COMPUTER SYSTEMS, INC.
735,025 Shares of Common Stock
The common stock, $.01 par value per share ("Common Stock"), of Medic
Computer Systems, Inc. (the "Company") is traded on the Nasdaq National Market
Common Stock on the NMS on April 3, 1997 was $14.1875 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The shares of Common Stock offered hereby (the "Shares") are to be sold
from time to time by the Selling Shareholders (see "Selling Shareholders") by
means of ordinary brokers' transactions, in transactions directly with market
makers, in certain privately negotiated transactions, through the writing of
options on shares (whether such options are listed on an options exchange or
otherwise), or a combination of such methods of sale. See "Plan of
Distribution". Each Selling Shareholder has advised the Company that no sale or
distribution of the Shares other than as disclosed herein will be effected until
after this Prospectus shall have been appropriate amended or supplemented, if
required, to set forth the terms thereof. The Company will not receive any
proceeds from the sale of the Shares by the Selling Shareholders.
In making this offering, the Selling Stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act").
The Selling Shareholders will receive all of the net proceeds from the
sale of the Shares. The expenses of this offering are estimated to be $20,000
and will be paid by the Company. Normal commission expenses and brokerage fees,
as well as any applicable transfer taxes, are payable individually by the
Selling Shareholders.
---------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer of any securities other than the registered securities to which it relates
or an offer to any person in any jurisdiction where such offer would be
unlawful. The delivery of this Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to its date.
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The date of this Prospectus is April __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at certain of the Commission's
regional offices located as follows: Seven World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information
concerning the Company may also be inspected at the office of the Nasdaq Stock
Market, Inc. at the National Association of Securities 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein referred to, together with all amendments thereto, as the
"Registration Statement") under the Securities Act with respect to the offering
of the Shares made hereby. This Prospectus does not contain all of the
information contained in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document are summaries that are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement herein being
qualified in all respect by such reference. Such documents may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates or may be examined without charge at
the public reference facilities of the Commission.
The Commission maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
web-site is http:\\www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated in this Prospectus by reference: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed
pursuant to Section 13 of the Exchange Act; and (b) the description of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed pursuant to Section 12 of the Exchange Act on May 6, 1992, including
any amendment or report filed for the purpose of updating such description. All
reports and other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that 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 Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
foregoing documents incorporated by reference in this Prospectus (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such document). Requests for such copies should be directed to
the Chief Financial Officer of Medic Computer Systems, Inc., 8601 Six Forks
Road, Raleigh, North Carolina 27615 (telephone: 919-847-8102).
<PAGE>
THIS PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED HEREIN BY
REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN THE INFORMATION INCORPORATED
HEREIN BY REFERENCE.
RECENT DEVELOPMENTS
On March 24, 1997, the Company issued the following press release:
"Medic Anticipates Lower Revenues and Earnings Per Share for Q1
RALEIGH, N.C., March 24 /PRNewswire/ -- Medic Computer Systems, Inc.
(Nasdaq: MCSY) today reported that preliminary indications are that revenues and
earnings for its first fiscal quarter, ended March 31, 1997, will be below
consensus estimates. The Company projects that total net revenues will range
from $47,000,000 to $49,000,000 compared to total net revenues of $43,374,000
for the first quarter of 1996, after restatement for the acquisition of
CompuSystems in May 1996 accounted for as a pooling of interests. Earnings per
share is expected to range from $0.14 to $0.18 as compared to $0.21 per share
for the quarter ended March 31, 1996, after restatement for CompuSystems.
Analyst expectations for the first quarter were approximately $0.27 per share.
John P. McConnell, President and CEO, stated that after fifteen
successive quarters of meeting or exceeding analyst expectations, the decline in
first quarter is disappointing. He attributes the drop in revenues to lower than
expected systems sales primarily in January and February and to the longer cycle
for implementation of the larger +MEDIC Vision(R) systems. He commented that
bookings in March have improved and are expected to include significant +MEDIC
Vision systems. He further stated, "The installation of the +MEDIC Vision
systems continues to go well and revenues for the Company's EDI business are on
track with expectations."
Except for historical information contained herein, the matters
discussed in this press release are forward-looking statements which involve
risks and uncertainties, which could cause actual results to differ materially
from those suggested in the forward-looking statements, including but not
limited to the effect of economic conditions, product demand, competitive
products and other risks detailed in the Company's Securities and Exchange
Commission filings."
On April 16, 1997, the Company issued the following press release:
"Medic Computer Systems Announces First Quarter Earnings"
RALEIGH, N.C., April 16, 1997--Medic Computer Systems, Inc. (NASDAQ:MCSY)
announced today the results of its first quarter ended March 31, 1997. Total
net revenues for the first quarter of 1997 were $47,451,000, up 9.4% compared
to $43,374,000 for the same period in the previous year. Net income for the
first quarter, excluding acquisition-related charges in the amount of
$1,030,000, net of tax, was $4,146,000, down 19.2% compared to pro forma net
income of $5,134,000 for the same period in the previous year. Net income per
share for the first quarter of 1997, excluding acquisition-related charges of
$0.04 per share, was $0.16 compared to pro forma net income per share of $0.21
for the same period in the previous year as adjusted for a 2-for-1 stock split
in June 1996. Income from operations for the first quarter of 1997, excluding
acquisition-related charges in the amount of $1,079,000, deceased 25.6% to
$5,907,000, compared to $7,938,000 for the same period in the previous year.
The 1996 results have been restated to include those of CompuSystems, which
was acquired in May 1996 in a transaction accounted for as a pooling of
interests. Pro forma net income gives effect to pro forma income tax expense
on earnings of CompuSystems prior to the acquisition due to its subchapter S
status.
On February 28, 1997, the Company acquired Home Care Information Systems,
Inc., a privately held corporation providing clinical and business software
for the home care industry with headquarters in Bloomfield, New Jersey,
through an exchange of approximately 522,000 shares of Medic common stock.
Additionally, on February 28, 1997, the Company acquired Computer Business
Systems of Virginia, Inc., a privately held corporation with headquarters in
Rockville, Maryland, providing practice management software, hardware and
related services to physician groups located primarily in the
Baltimore/Washington, D.C. area, through an exchange of approximately 735,000
shares of Medic common stock. These transactions were accounted for as
poolings of interests but were not material to the Company's results of
operations and financial position, and, accordingly, the results of operations
of these companies are included from the date of acquisition.
Medic develops, markets and supports physician practice management systems and
related services to physician practices, hospitals, Management Service
Organizations and managed care organizations. The Company's core product, the
*MEDIC System, is designed to manage the financial, administrative, practice
management and clinical requirements of medical groups of various sizes, from
single physician practices to large healthcare providers. The Company's
*MEDIC Vision product is a physician information management system
specifically designed to meet the increasingly complex information management
needs of large medical groups, MSOs and integrated delivery networks. The
*MEDIC Vision product uses the latest 4GL, SQL and relational database
technology from Informix to address managed care environments as well as
traditional fee-for-service settings. The Company, including its most recent
acquisitions, has over 10,000 installations nationwide which serve approximately
50,000 physicians.
Medic also develops, markets and supports clinical information management
system products designed principally to automate the recording,
maintenance and management of patient medical records. In addition, the
Company provides tansaction-based electronic data interchange services,
which include patient billing and insurance claim submission, and sells
hardware, peripherals, training and installation support, forms and
supplies, and software and hardware maintenance services."
ACQUISITION OF COMPUTER BUSINESS SYSTEMS OF VIRGINIA, INC.
On February 28, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Computer Business Systems of Virginia,
Inc., a Virginia corporation ("CBSI"), CBSI Acquisition Corporation, a Virginia
corporation and a wholly-owned subsidiary of the Company ("CBSI Acquisition"),
and C.B.S.I. Limited Partnership, a Maryland Limited partnership, and certain
individuals. Pursuant to the Merger Agreement, CBSI Acquisition was merged with
and into CBSI (the "Merger") on or about February 28, 1997, and each outstanding
share of common stock of CBSI was converted automatically into the right to
receive shares of the Company's Common Stock and cash in lieu of fractional
shares based on the merger exchange ratio set forth in the Merger Agreement (the
"Exchange Ratio"). As a result, CBSI is a wholly-owned subsidiary of the
Company. The 735,025 shares of the Company's Common Stock issued in the Merger
to holders of outstanding shares of CBSI stock are referred to herein as the
"Merger Shares".
PLAN OF DISTRIBUTION
The shares offered hereby consist of the Merger Shares. The Selling
Shareholders may sell Merger Shares from time to time in the over-the-counter
market at prices and on terms prevailing at the time of any such sale. Any such
sales may be made in brokers' transactions through broker-dealers acting as
agents or in transactions directly with market makers. The Selling Shareholders
may also sell Merger Shares from time to time in privately negotiated
transactions in which no broker or other third party (other than the purchaser)
in involved, through the writing of options on shares (whether
<PAGE>
such options are listed on an options exchange or otherwise), or a combination
of such methods of sale. A Selling Shareholder also may pledge shares as
collateral for margin accounts and such shares may be resold pursuant to the
terms of such accounts. The Selling Shareholders will pay any applicable
transfer taxes and brokerage commissions or discounts, if any, with respect to
the sale of Merger Shares.
The Selling Shareholders, and any other persons who participate in the
sale of the Merger Shares, may be deemed to be "underwriters" as defined in the
Securities Act. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on resale of Merger Shares, may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this
Registration Statement until the earlier of (i) the first anniversary of the
effective date hereof, or (ii) the date when all the Merger Shares have been
sold pursuant to this Registration Statement. No sales may be made pursuant to
this Prospectus after such date unless the Company amends or supplements this
Prospectus to indicate that it has agreed to extend such period of
effectiveness.
SELLING SHAREHOLDERS
The following table sets forth certain information, as of March 31,
1997, with respect to the Selling Shareholders and the number of Merger Shares
offered hereby:
Percentage of
Ownership Prior
Name of Selling Shareholder(1) Merger Shares to Offering
- ------------------------------- ----------------- ----------------
Gary E. Gosnell 451,026 1.8%
Stephen L. Herchenroeder 161,124 *
Edward T. Gosnell 28,751 *
Sharon K. Yingling 32,618 *
Dennis G. Hanks 53,671 *
Sally Stoy-Lopez 7,835 *
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TOTAL: 735,025
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(1) All Selling Shareholders are former stockholders of CBSI and, other
than Edward T. Gosnell and Sally Stoy-Lopez, are employees of CBSI.
* Less than 1%.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Wyrick Robbins Yates & Ponton L.L.P., Raleigh, North Carolina.
<PAGE>
MEDIC COMPUTER SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Insurance and Distribution
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All expenses of
registration of the Shares will be borne by the Company. All of the amounts
shown are estimates except the registration fee.
Item Amount to be Paid
- --------------------------------------- --------------------
Registration fee $ 3,160.05
Legal fees and expenses 10,000.00
Accounting fees and expenses 5,000.00
Miscellaneous 1,839.95
TOTAL $ 20,000.00
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Item 15. Indemnification of Directors and Officers
The Company's Articles of Incorporation eliminate, to the fullest
extent permitted by the North Carolina Business Corporation Act (the "Business
Corporation Act"), the personal liability of each director to the Company or its
shareholders for monetary damages for breach of duty as a director. This
provision in the Articles of Incorporation does not change a director's duty of
care, but it eliminates monetary liability for certain violations of that duty,
including violations based on grossly negligent business decisions that may
include decisions relating to attempts to change control of the Company. The
provision does not affect the availability of equitable remedies for a breach of
the duty of care, such as an action to enjoin or rescind a transaction involving
a breach of fiduciary duty; in certain circumstances, however, equitable
remedies may not be available as a practical matter. Under the Business
Corporation Act, the limitation of liability provision is ineffective against
liabilities for (i) acts or omissions that the director knew or believed at the
time of the breach to be clearly in conflict with the best interests of the
Company, (ii) unlawful distribution described in Business Corporation Act
Section 55-8-33, (iii) any transaction from which the director derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the provision became effective. The provision also in no way affects a
director's liability under the federal securities laws.
Also, to the fullest extent permitted by the Business Corporation Act,
the Company's Bylaws provide, in addition to the indemnification of directors
and officers otherwise provided by the Business Corporation Act, for
indemnification of the Company's current or former directors, officers and
employees against any all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as incurred on
account of activities that were at the time known or believed by such director,
officer or employee to be clearly in conflict with the best interests of the
Company.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
II-1
<PAGE>
Item 16. Exhibits
5.1* Opinion of Wyrick Robbins Yates & Ponton L.L.P.
23.1* Consent of Coopers & Lybrand LLP.
23.2* Consent of Counsel (included in Exhibit 5.1).
25.1* Power of Attorney (see page II-4).
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* Previously filed.
Item 17. 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:
(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) that, 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 the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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 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 that 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 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.
II-2
<PAGE>
(h) 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 provisions discussed in Item 15 above,
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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Medic
Computer Systems, Inc. certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to registration statement 333-24835 to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of Raleigh,
State of North Carolina, on the 17th day of April 1997.
MEDIC COMPUTER SYSTEMS, INC.
By: /s/ John P. McConnell*
John P. McConnell
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to registration statement 333-24835 has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John P. McConnell* President (Principal April 17, 1997
John P. McConnell Executive Officer) and
Director
/s/ Luanne L. Roth Vice President and April 17, 1997
Luanne L. Roth Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Alan W. Winchester* Director April 17, 1997
Alan W. Winchester
/s/ Thomas C. Nelson* Director April 17, 1997
Thomas C. Nelson
/s/ John L. Corse* Director April 17, 1997
John L. Corse
/s/ Patrick V. Hampson* Director April 17, 1997
Patrick V. Hampson
*By: /s/ Luanne L. Roth April 17, 1997
Luanne L. Roth,
Attorney-In-Fact
</TABLE>
II-4
<PAGE>
