<PAGE>
Registration No. 333-_________
As filed with the Securities and Exchange Commission on May 2, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KOHL'S CORPORATION
(Exact Name of Registrant as Specified in Charter)
Wisconsin 39-1630919
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
(Address of Principal Executive Offices) (Zip Code)
------------------
1994 Long-Term Compensation Plan
1997 Stock Option Plan for Outside Directors
(Full Title of the Plans)
------------------
William S. Kellogg
Chairman
Kohl's Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)
(414) 703-7000
(Telephone Number, including Area Code, of Agent for Service)
Copy of all correspondence to:
Peter M. Sommerhauser Sigrid E. Dynek
Godfrey & Kahn, S.C. Kohl's Corporation
780 North Water Street N56 W17000 Ridgewood Drive
Milwaukee, Wisconsin 53202 Menomonee Falls, Wisconsin 53051
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value 6,100,000 $47.69 $290,909,000.00 $88,154.24
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and
low prices of the Common Stock on the New York Stock Exchange on April
29, 1997.
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<PAGE>
PART I
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted form this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the "Note" to Part I of
Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended February 1, 1997.
(b) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-B filed under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold, or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
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 180.0851 of the Wisconsin Business Corporation Law (the "WBCL")
requires the Company to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding, if such person was a
party to such proceeding because he or she was a director or officer of the
Company unless it is determined that he or she breached or failed to perform a
duty owed to the Company and such breach or failure to perform constitutes: (i)
a willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that subject to certain
limitations, the mandatory indemnification provisions do no preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the articles of incorporation or bylaws of the Company, a
written agreement between the director or officer and the Company, or a
resolution of the Board of Directors or the shareholders.
Unless otherwise provided in the Company's articles of incorporation or
bylaws, or by written agreement between the director or officer and the Company,
an officer or director seeking indemnification is entitled to indemnification if
approved in any of the following manners as specified in Section 180.0855 of the
WBCL: (i) by majority vote of a disinterested quorum of the Board of Directors;
(ii) by independent legal counsel chosen by a quorum of disinterested directors
or its committee (or the full Board, if unable to obtain such a quorum or
II-1
<PAGE>
committee); (iii) by a panel of three arbitrators; (iv) by the vote of the
shareholders; (v) by a court; or (vi) by any other method permitted in Section
180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is a party to
a proceeding may be reimbursed by the Company, pursuant to Section 180.0853 of
the WBCL, at such time as the director or officer furnishes to the Company
written affirmation to repay any amounts advanced if it is determined that
indemnification by the Company is not required.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
As permitted by Section 180.0858, the Company has adopted
indemnification provisions in its By-Laws which closely track the statutory
indemnification provisions.
Through insurance, the officers and directors of the Company are also
insured for acts or omissions related to the conduct of their duties. The
insurance covers certain liabilities which may arise under the Securities Act of
1933, as amended.
Under Section 180.0828 of the WBCL, the directors of the Company are not
personally liable for breach of any duty resulting solely from his or her status
as a director, unless it shall be proved that the director's conduct constituted
conduct described in the first paragraph of this item.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Articles of Incorporation of the Company, incorporated herein by
reference to Exhibit 10.16 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended August 3, 1996.
4.2 By-Laws of the Company, incorporated herein by reference to
Exhibit 10.14 of the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended May 4, 1996.
4.3 1994 Long-Term Compensation Plan, incorporated herein by
reference to Exhibit 10.15 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended May 4, 1996.
4.4 1997 Stock Option Plan for Outside Directors.
5 Opinion of Godfrey & Kahn, S.C.
23 Consent of Ernst & Young LLP.
24 Powers of Attorney appear on the signature page of this
Registration Statement.
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<PAGE>
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 or
otherwise, the Company 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 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Securities 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, 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 Milwaukee, State of Wisconsin, on March 31,
1997.
KOHL'S CORPORATION
BY: /s/ William S. Kellogg
-------------------------------
William S. Kellogg
Chairman of the Board and
Chief Executive Officer
II-4
<PAGE>
KOHL'S CORPORATION
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
ARTICLE I
Purpose
The purpose of the 1997 Stock Option Plan for Outside Directors (the "Plan)
is to enable Kohl's Corporation (the "Company") to attract and retain outside
directors and to strengthen the mutuality of interests between such directors
and the Company's shareholders.
ARTICLE II
Definitions
For purposes of the Plan, the following terms shall have the following
meanings:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Change of Control" shall mean the occurrence of (1) the acquisition
(other than from the Company) by any person, entity, or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the
Company, a subsidiary of the Company, or any employee benefit plan or plans
sponsored by the Company or any subsidiary of the Company, directly or
indirectly, of beneficial ownership (within the meaning of Exchange Act Rule
13d-3) of 20% or more of the then outstanding shares of Common Stock of the
Company or voting securities representing 20% or more of the combined voting
power of the Company's then outstanding voting securities ordinarily entitled to
vote in the election of directors unless the Incumbent Board (as defined below),
before such acquisition or within 30 days thereafter, deems such acquisition not
to be a Change of Control; or (2) individuals who, as of the Effective Date,
constitute the Board (as of such date, the "Incumbent Board") ceasing for any
reason to constitute at least a majority of such Board; provided, however, that
any person becoming a director subsequent to the Effective Date whose election,
or nomination for election by the shareholders of the Company, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be for purposes of the Plan, considered as though such a person were a
member of the Incumbent Board but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest which was (or, if threatened, would have been)
subject to Exchange Act Rule 14a-11.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended, and
rules and regulations under the Internal Revenue Code of 1986, as amended.
<PAGE>
2.4 "Common Stock" shall mean the Common Shares, par value $.01 per share,
of the Company.
2.5 "Effective Date" shall mean the date on which the Plan is approved by
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present, or represented, and entitled to vote at a duly held
meeting of the shareholders of the Company.
2.6 "Eligible Director" shall mean any member of the Board who, on the
date on which Options are to be granted, is not an officer or employee of the
Company or any of the Company's subsidiaries, but shall exclude any such member
of the Board who advises the Company in writing of his or her desire not to
participate in the Plan.
2.7 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.8 "Fair Market Value" for purposes of the Plan, unless otherwise
required by the Code, shall mean, as of any date, the closing sales prices of a
share of Common Stock as reported on the principal national securities exchange
on which the Common Stock is listed or admitted to trading, or, if not listed or
traded on any such exchange, on the Nasdaq Stock Market, or, if not so listed or
traded, the fair market value as determined by the Board, which determination
shall be conclusive.
2.9 "Optionee" shall mean an individual to whom a Stock Option has been
granted under the Plan.
2.10 "Stock Option" or "Option" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI.
ARTICLE III
ADMINISTRATION
3.1 Administration. The Plan shall be administered and interpreted by the
Board.
3.2 Guidelines. Subject to Article VII, the Board shall have the
authority to: (a) interpret the Plan; (b) establish such rules and regulations
as it deems necessary for the proper operations and administration of the Plan;
(c) select Eligible Directors to receive Options under the Plan; (d) determine
the number of shares subject to any Option and all the terms, conditions,
restrictions and/or limitations, if any, of any Option, including the time and
conditions of exercise or vesting, and the terms of any form of Option; (e)
determine the performance goals, if any, which will be applicable to the Option;
(f) grant waivers of Plan terms, conditions, restrictions, and limitations; (g)
accelerate the vesting or exercise of an
2
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Option or the performance period of an Option; and (h) take any and all other
action it deems necessary or advisable for the proper operation or
administration of the Plan. The Board may correct any defect, supply any
omission, conform the Plan to any change in law or regulation, or reconcile any
inconsistency or ambiguity in the Plan or in any Option in the manner and to the
extent it shall deem necessary to carry the Plan into effect. Notwithstanding
the foregoing, no action of the Board under this Section 3.2 shall impair the
rights of any Optionee without such person's consent, unless otherwise required
by law.
3.3 Decisions Final. Any decision, interpretation or other action made or
taken in good faith by the Board in accordance with the Plan shall be final,
binding and conclusive on the Company, all members of the Board and their
respective heirs, executors, administrators, successors and assigns.
3.4 Delegation. The Board may delegate any or all of its administrative
responsibilities under the Plan to officers or employees of the Company.
ARTICLE IV
SHARE LIMITATION
4.1 Shares. The maximum aggregate number of shares of Common Stock that
may be issued under the Plan shall be 100,000 shares of Common Stock (subject to
any increase or decrease pursuant to Section 4.2), which may be either
authorized and unissued shares of Common Stock or issued shares of Common Stock
that have been reacquired by the Company. If any Option granted under the Plan
shall expire, terminate or be canceled for any reason without having been
exercised in full, the number of unpurchased shares shall again be available for
the purposes of the Plan.
4.1 Changes. If there is any change in the number of outstanding shares
of Common Stock through the declaration of stock dividends, stock splits or the
like, the number of shares available for Options, the share subject to any
Option and the exercise prices of Options shall be automatically adjusted. If
there is any change in the number of outstanding shares of Common Stock through
any change in the capital of the Company, or through any other transaction
referred to in Section 424(a) of the Code, the Committee shall make appropriate
adjustments in the maximum number of shares of Common Stock which may be issued
under the Plan and any adjustments and/or modifications to outstanding Options
as it deems appropriate. In the event of any other change in the capital
structure or in the Common Stock of the Company, or in the event of a merger,
consolidation, combination or exchange of shares, or the like, as a result of
which Common Stock is changed into another class, or securities of another
person, cash or other property, the exercise price, consideration to be
received, and other terms of an Option shall be adjusted as deemed equitable by
the Board, in its sole discretion. The Board shall have authority to provide
for, in appropriate cases upon
3
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the effectiveness of the transaction, (a) waiver, in whole or in part, of
remaining restrictions for vesting or earning, and (b) the conversion of
outstanding Options into cash or other property to be received in the
transactions immediately or over the periods the Option would have vested or
been earned. Any adjustment, waiver, conversion or the like carried out by the
Board under this Section shall be conclusive and binding for all purposes of the
Plan.
ARTICLE V
Eligibility
5.1 Eligible Directors. Only Eligible Directors shall be granted
Options under the Plan.
ARTICLE VI
Stock Options
6.1 Options. All Stock Options granted under the Plan shall be
non-qualified stock options (i.e., options that do not qualify as incentive
stock options under Section 422 of the Code).
6.2 Grants. All grants of Options to Eligible Directors shall be
determined by the Board. The Board may establish a formula by which Options
under the Plan shall be automatically granted to Eligible Directors from time to
time.
6.3 Terms of Options. Options granted under the Plan shall be subject
to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Board shall,
in its discretion, determine:
(a) Stock Option Certificate. Each Stock Option shall be evidenced
by, and subject to the terms of, a Stock Option Certificate executed by the
Company. The Stock Option Certificate shall specify the number of shares of
Common Stock subject to the Stock Option, the option price, the option
term, and the other terms and conditions applicable to the Stock Option.
(b) Option Price. The option price per share of Common Stock
purchasable upon exercise of a Stock Option shall be determined by the
Board; provided, however, the option price shall be no less than 50% of the
Fair Market Value of a share of Common Stock on the date the Option is
granted.
4
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(c) Additional Terms and Conditions. The Board may, by way of the
Stock Option Certificate or otherwise, establish such other terms,
conditions, restrictions and/or limitations, if any, of any Stock Option
provided they are not inconsistent with the Plan.
(d) Exercise Payment. At the option of the Board, upon exercise, the
option price of a Stock Option may be paid in cash, shares of Common Stock,
a combination of the foregoing, or such other consideration as the Board
may deem appropriate. The Board shall establish appropriate methods for
accepting Common Stock and may impose such conditions as it deems
appropriate on the use of such Common Stock to exercise a Stock Option.
(e) Change of Control. In the event of a Change of Control, all
outstanding Stock Options shall immediately become fully exercisable.
(f) Non-transferability of Option. Unless determined by the Board, no
Stock Option shall be transferable by an Optionee otherwise than by will or
by the laws of descent and distribution, to the extent consistent with the
terms of the Plan and the Option, and all Stock Options shall be
exercisable, during an Optionee's lifetime, only by the Optionee.
ARTICLE VII
Termination or Amendment
7.1 Termination or Amendment of the Plan. The Board may at any time
amend, discontinue or terminate the Plan in whole or in part, provided, however,
that, unless otherwise required by law, the rights of an Optionee with respect
to Options granted prior to such amendment, discontinuance or termination, may
not be materially impaired without the consent of such Optionee.
7.2 Amendment of Options. The Board may amend the terms of any Stock
Options, prospectively or retroactively, but, subject to Article IV, no such
amendment or other action by the Board shall materially impair the rights of an
Optionee without the Optionee's consent.
5
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ARTICLE VIII
UNFUNDED PLAN
8.1 Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payment not yet
made to an Optionee by the Company, nothing contained herein shall give any such
individual any rights that are greater than those of a general creditor of the
Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Nonassignment. Except as otherwise provided in the Plan or
determined by the Board, Options granted hereunder and the rights and privileges
conferred thereby shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of such Option, right or privilege
contrary to the provisions hereof, or upon the levy of any attachment or
similar process thereon, such Option and the rights and privileges conferred
thereby shall immediately terminate and the Option shall immediately be
forfeited to the Company.
9.2 Legend. The Board may require each person purchasing shares upon
exercise of an Option to represent to the Company in writing that the Optionee
is acquiring the shares for investment only and not for resale or with a view to
distribution and to make such other representations as the Board may require.
The stock certificates representing such shares may include any legend which the
Board deems appropriate to reflect any restrictions on transfer.
All certificates representing shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Board may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or traded or the Nasdaq Stock Market, any applicable
Federal or state securities law, and any applicable corporate law, and the Board
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
9.3 Other Plans. Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements; and such
arrangements may be either generally applicable or applicable only in specific
cases.
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9.4 No Right to Continue Relationship. Neither the Plan nor the grant of
an Option under the Plan shall confer upon any person any right to continue as a
director of the Company or obligate the Company to nominate any director for
reelection by the Company's shareholders.
9.5 Listing and Other Conditions.
(a) The issuance of any shares of Common Stock upon exercise of an Option
shall be conditioned upon such shares being listed on a national securities
exchange or on the Nasdaq Stock Market. The Company shall have no obligation to
issue such shares unless and until such shares are so listed, and the right to
exercise any Option shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall be of the opinion that any
sale or delivery of shares of Common Stock upon exercise of an Option is or may
in the circumstances be unlawful or result in the imposition of a material
amount of excise taxes under the statutes, rules or regulations of any
applicable jurisdiction, the Company shall have no obligation to make such sale
or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock, and the right to exercise any
Option shall be suspended until, in the opinion of such counsel, such sale or
delivery shall be lawful or shall not result in the imposition of a material
amount of excise taxes.
(c) Upon termination of any period of suspension under this Section 9.5,
any Option affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such suspension
and as to shares which would otherwise have become available during the period
of such suspension, but no such suspension shall extend the term of any Option.
9.6 Governing Law. The Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Wisconsin.
9.7 Construction. Wherever any words are used in the Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
9.8 Liability of the Board. No member of the board nor any employee of
the Company or any of its subsidiaries shall be liable for any act or action
hereunder, whether of omission or commission, by any other member of the Board
or employee or by any agent to whom duties in connection with the administration
of the Plan have been delegated or, except
7
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in circumstances involving bad faith, gross negligence or fraud, for anything
done or omitted to be done by himself.
9.9 Costs. The Company shall bear all expenses incurred in
administering the Plan, including expenses of issuing Common Stock upon the
exercise of Options.
9.10 Severability. If any part of the Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.
9.11 Successors. The Plan shall be binding upon and inure to the benefit
of any successor or successors of the Company.
9.12 Heading. Article and section headings contained in the Plan are
included for convenience only and are not to be used in construing or
interpreting the Plan.
ARTICLE X
Term of Plan
10.1 Effective Date. The Plan shall be effective as of the Effective
Date.
10.2 Termination. The Plan shall continue until terminated by the
Board. Termination of the Plan shall not affect Options granted before such
date, which shall continue to be exercisable, in accordance with the terms of
the Plan, after the Plan terminates.
<PAGE>
Exhibit 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to the 1994 Long-Term Compensation Plan and 1997 Stock
Option Plan for Outside Directors of Kohl's Corporation, of our report dated
March 7, 1997, with respect to the consolidated financial statements of Kohl's
Corporation included in its Annual Report (Form 10-K) for the year ended
February 1, 1997 filed with the Securities and Exchange Commission.
Milwaukee, Wisconsin ERNST & YOUNG LLP
April 28, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William S. Kellogg, Jay H. Baker, John F. Herma
and R. Lawrence Montgomery, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent, 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
all said attorney-in-fact and agent, or his substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William S. Kellogg Chairman, Chief Executive Officer March 31, 1997
- ------------------------- (Principal Executive Officer) and
William S. Kellogg Director
/s/ Jay H. Baker President and Director March 31, 1997
- -------------------------
Jay H. Baker
/s/ John F. Herma Chief Operating Officer and March 31, 1997
- ------------------------- Director
John F. Herma
/s/ R. Lawrence Montgomery Vice Chairman and Director March 31, 1997
- -------------------------
R. Lawrence Montgomery
/s/ Arlene Meier Senior Vice President and Chief March 31, 1997
- ------------------------- Financial Officer (Principal
Arlene Meier Financial and Accounting Officer)
/s/ Frank V. Sica Director March 31, 1997
- -------------------------
Frank V. Sica
/s/ Herbert Simon Director March 20, 1997
- -------------------------
Herbert Simon
/s/ Peter M. Sommerhauser Director March 31, 1997
- -------------------------
Peter M. Sommerhauser
/s/ R. Elton White Director March 31, 1997
- -------------------------
R. Elton White
</TABLE>
