AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1998
Registration Statement File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITED ARTISTS THEATRE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 84-1198391
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9110 East Nichols Avenue, Suite 200 80112-3405
Englewood, Colorado (Zip Code)
(Address of Principal Executive Offices)
--------------------------------------------
THE UNITED ARTISTS THEATRE COMPANY
1998 MANAGEMENT STOCK PLAN
(full title of the plan)
Gene Hardy
Executive Vice President and General Counsel
United Artists Theatre Company
9110 East Nichols Avenue, Suite 200
Englewood, Colorado 80112-3405
(Name and address of Agent for service)
(303) 792-3600
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
======================== ================= ============================= ======================= ======================
Title of securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered (1) price per share (2) aggregate offering (2) registration fee
- ------------------------ ----------------- ----------------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Class B Non-Voting 1,518,000 $16.71 $25,365,780 $7,483
Common Stock
($0.01 par value)
======================== ================= ============================= ======================= ======================
</TABLE>
(1) Section 8 of The United Artists Theatre Company 1998 Management Stock Plan
(the "Plan") provides for adjustment in the number of shares subject to any
award granted pursuant to the Plan, and/or the price per share of such
shares granted under the Plan (but not the total price payable thereunder)
and in any awards outstanding pursuant to the Plan in the event of a stock
dividend on any class of common stock of the Company or certain other
events. Accordingly, pursuant to Rule 416, this Registration Statement
covers, in addition to the number of shares of Class B Non-Voting Common
Stock stated above, an indeterminate number of shares which, by reason of
any such event, may become subject to the Plan.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h)(1), the proposed maximum offering price per share and the
registration fee are based upon the weighted average exercise price of
options to purchase shares of Class B Non-Voting Common Stock issued
pursuant to the Plan, calculated as of the date of this Registration
Statement.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to participating employees as specified by Rule 428 (b) (1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) and (b) below of United Artists Theatre Company
(hereinafter referred to as the "Company" or "registrant"), and all such other
documents or portions of documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
(a) The Company's latest annual report, filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, or either (1) the
Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act which contains, either directly or by
incorporation by reference, audited financial statements for
the Company's latest fiscal year for which such statements
have been filed, or (2) the Company's effective registration
statement on Form 10 or 20-F filed under the Exchange Act
containing audited consolidated financial statements for the
Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the annual report or the prospectus or effective registration
statement referred to in (a) above.
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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
-1-
<PAGE>
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.
The Company has three classes of common stock: Class A Voting Common Stock (the
"Class A Common Stock"), Class B Non-Voting Common Stock (the "Class B Common
Stock") and Class C Non-Voting Common Stock (the "Class C Common Stock", and
together with the Class B Common Stock, the "Non-Voting Common Stock"). Set
forth below is a summary of certain terms and provisions of the Class B Common
Stock which is being offered pursuant to this Registration Statement, as well as
a summary of certain of the terms and provisions of the Class A Common Stock and
the Class C Common Stock where such summary is necessary to an understanding of
the rights of holders of Class B Common Stock. The summary set forth below is
qualified in its entirety by reference to the Amended and Restated Certificate
of Incorporation of the Company (the "Certificate").
GENERAL. The Certificate authorizes the issuance of up to 1,818,000 shares of
Class B Common Stock. As of August 31, 1998, there were 142,858 shares of Class
B Common Stock (including options to acquire 106,633 shares of Class B Common
Stock exercisable within 60 days of such date) outstanding, and 1,518,000 shares
of Class B Common Stock have been reserved for issuance under the Plan.
VOTING RIGHTS. Generally, shares of Class B Common Stock (and Class C Common
Stock) will be non-voting. Holders of shares of Class A Common Stock are
generally entitled to one vote per share. On any matter on which the holders of
any of the Class A Common Stock, Class B Common Stock and Class C Common Stock
are entitled to vote, all classes of common stock will vote together as a single
class, and each holder of shares of Non-Voting Common Stock will be entitled to
one vote for each share of such stock held by such holder, except that
notwithstanding the foregoing, holders of shares of Non-Voting Common Stock will
be entitled to vote as a separate class on any amendment, repeal, or
modification of any provision of the Certificate that adversely affects the
powers, preferences or special rights of holders of Non-Voting Common Stock.
However, notwithstanding the foregoing, no vote or consent of holders of any
Class B Common Stock will be required for (i) the creation or incurrence of any
indebtedness of any kind of the Company or any of its subsidiaries; (ii) the
creation, issuance, or increase or decrease in the amount, of any class or
series of capital stock of the Company; (iii) any merger, consolidation or
similar transaction involving the Company or any sale, lease or other conveyance
of all or substantially all of the assets of the Company, or (iv) any other
action by the Company or any of its subsidiaries.
DIVIDENDS. Subject to the provisions of any series of preferred stock which may
at the time be outstanding, holders of Class B Common Stock are entitled to
receive such dividends or other distributions as may be declared thereon by the
board of directors of the Company from time to time out of the funds or assets
of the Company legally available for such distributions, and dividends and
distributions will declared, made and paid pro rata on a share-for-share basis
on the Class A Common Stock and the Class B Common Stock. No dividends or other
distributions
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<PAGE>
will be declared, made or paid on the Class C Common Stock until the aggregate
fair market value (as determined by the board of directors) of dividends and
distributions (other than shares of Class A Common Stock or Class B Common
Stock) paid or distributed per share of Class A Common Stock and per share of
Class B Common Stock after May 5, 1992 equals $9.50 per share, and thereafter,
any dividends or other distributions declared, made or paid by the Company will
be declared, made or paid pro rata, on a share-for-share basis, on the Class A
Common Stock, the Class B Common Stock and the Class C Common Stock.
LIQUIDATION. In the event of any liquidation, dissolution or winding up of the
Company, after payment to the holders of any shares of preferred stock then
outstanding of all amounts to which they are entitled, if any, (i) the holders
of shares of Class A Common Stock and Class B Common Stock then outstanding
shall each first be entitled to receive an amount equal to $9.50 per share (less
the aggregate fair market value (as determined as of the date of such dividend
or distribution in good faith by the board of directors) of dividends and
distributions (other than dividends or distributions in shares of capital stock)
paid or distributed per share of Class A Common Stock and per share of Class B
Common Stock after May 5, 1992, respectively, and prior to the time of such
liquidation, dissolution or winding up) (the "Common Stock Liquidation Amount")
and (ii) thereafter all of the holders of shares of Class A Common Stock or
Non-Voting Common Stock shall be entitled to share ratably, on a share-for-share
basis, in any remaining assets of the Company available for distribution to its
stockholders.
ADJUSTMENT. If the Company in any manner subdivides or combines the outstanding
shares of any single class of common stock, then the outstanding shares of each
other class of common stock will be subdivided or combined, as the case may be,
to the same extent, share and share alike, and other appropriate adjustments
will be made.
NO PREEMPTIVE RIGHTS; REDEMPTION; ASSESSABILITY. Holders of shares of Class B
Common Stock are not entitled to preemptive rights with respect to any shares of
stock of the Company that may subsequently be issued. The Class B Common Stock
is not subject to call or redemption and, when issued upon payment of the
exercise price payable therefor, shares of Class B Common Stock will be fully
paid and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Class B Common Stock to be issued pursuant to the Plan will
be passed upon for the Company by Gene Hardy, Executive Vice President and
General Counsel of the Company. As of the date of this Registration Statement,
Mr. Hardy beneficially owns 2,500 shares of Class B Common Stock and holds
options to purchase an additional 31,750 shares of Class B Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a
-3-
<PAGE>
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation in such capacity at another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful.
Section 145 of the DGCL also provides that a corporation may indemnify any
person who was or is a party or threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted under similar
standards, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL also provides that to the extent that a director,
officer, employee or agent of a corporation is successful on the merits or
otherwise in the defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
In accordance with Section 145 of the DGCL, the Certificate provides that the
Company will indemnify and hold harmless, to the fullest extent authorized by
the DGCL (as existing or amended, but in the case of such amendment, only to the
extent such amendment permits the Company to provide broader indemnification
rights than prior to such amendment), each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity which serving as a
director, officer, employee or agent, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection with such action, suit or proceeding, and such
indemnification will continue as to a
-4-
<PAGE>
person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in the Certificate, the Company will
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors.
The Certificate also provides that the right to indemnification is a contract
right and includes the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the DGCL requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, will be made
only upon delivery of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified by the Company
by law or pursuant to the Certificate.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of a corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (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
(regarding certain illegal distributions) or (iv) for any transaction from which
the director derived an improper personal benefit. The Certificate provides that
the personal liability of the Company's directors to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director is
limited to the fullest extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 9.
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
-5-
<PAGE>
(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;
(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) 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 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 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 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.
* * *
(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
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,
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<PAGE>
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.
-7-
<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 Englewood, and the state of Colorado, on this 15th
day of October, 1998.
UNITED ARTISTS THEATRE COMPANY
By: /s/ Gene Hardy
Gene Hardy
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer October 15, 1998
- -------------------------------------- and Director
Kurt C. Hall (Principal Executive Officer)
*
Senior Vice President, Chief Financial October 15, 1998
- -------------------------------------- Officer and Treasurer
Trent J. Carman (Principal Financial Officer and
Principal Accounting Officer)
* Chairman of the Board and Director October 15, 1998
- --------------------------------------
John W. Boyle
* Director October 15, 1998
- --------------------------------------
Michael L. Pade
* Director October 15, 1998
- --------------------------------------
James J. Burke, Jr.
* Director October 15, 1998
- --------------------------------------
Albert J. Fitzgibbons, III
* Director October 15, 1998
- --------------------------------------
Robert F. End
* Director October 15, 1998
- --------------------------------------
Scott M. Shaw
</TABLE>
* Gene Hardy, by signing his name hereto, does sign this document on behalf
of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an Exhibit to this
Registration Statement.
/s/ Gene Hardy
--------------------------------
Gene Hardy
Attorney-in-Fact
-8-
<PAGE>
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit No. Description
4 Amended and Restated Certificate of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 (Registration
No. 333-56985), dated June 16, 1998)
5 Opinion re: legality of securities to be issued
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Gene Hardy (contained in the opinion filed as
Exhibit 5)
24 Powers of Attorney executed by officers and directors who
signed this Registration Statement
-9-
EXHIBIT 5
[LETTERHEAD OF UNITED ARTISTS THEATRE COMPANY]
October 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Registration Statement on Form S-8 for
1998 Management Stock Plan
--------------------------
Ladies and Gentlemen:
I am General Counsel of United Artists Theatre Company, a Delaware corporation
(the "Company"), and have acted as counsel to the Company in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed under the Securities Act of 1933, as amended, relating to the issuance
of up to 1,518,000 shares of Class B Non-Voting Common Stock, $0.01 par value
per share, of the Company ("Class B Common Stock") pursuant to The United
Artists Theatre Company 1998 Management Stock Plan (the "Plan").
In connection with the foregoing, I have examined: (a) the Amended and Restated
Certificate of Incorporation and the By-laws of the Company, (b) the Plan, and
(c) such other documents, corporate records and other instruments as I have
deemed necessary or appropriate for the purposes of the opinion set forth
herein.
I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;
2. The Plan, including the proposed delivery of up to 1,518,000
shares of Class B Common Stock thereunder, has been duly
authorized by appropriate corporate action of the Company; and
3. The aforesaid shares of Class B Common Stock, when delivered
pursuant to the provisions of the Plan, will be legally issued,
fully paid and non-assessable.
<PAGE>
Securities and Exchange Commission
October 15, 1998
Page 2
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and to its use in connection therewith, and to the
reference to me in Item 5 of Part II of the Registration Statement.
Very truly yours,
/s/ Gene Hardy
-------------------------------------
Gene Hardy
Executive Vice President and General
Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 23, 1998
included in United Artists Theatre Circuit, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
October 13, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
United Artists Theatre Company
(formerly known as OSCAR I Corporation):
We consent to the incorporation by reference in the Registration Statement of
United Artists Theatre Company on Form S-8 pertaining to The United Artists
Theatre Company 1998 Management Stock Plan of our report dated March 27, 1996,
with respect to the consolidated statements of operations, stockholders' equity
and cash flow of OSCAR I Corporation and subsidiaries for the year ended
December 31, 1995, which report appears in the December 31, 1997 Annual Report
on Form 10-K of United Artists Theatre Circuit, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
October 13, 1998
EXHIBIT 24
UNITED ARTISTS THEATRE COMPANY
POWER OF ATTORNEY
Know all men by these presents, that each director and officer of United Artists
Theatre Company whose signature appears below constitutes and appoints Scott M.
Shaw, Kurt C. Hall and Ralph E. Hardy and each of them, with full power to act
without the other, his true and lawful attorneys-in-fact and agents, with full
and several power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including post-effective
amendments, and supplements to the registration statement on Form S-8 to be
filed initially with the Securities and Exchange Commission on or about October
15, 1998 with respect to the issuance of up to 1,518,000 shares of Class B.
Non-Voting Common Stock, par value $0.01 per share, under the United Artists
Theatre Company 1998 Management Stock Plan, 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 in and about the
premises, as fully to all intents and purposes as they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Dated as of: October 15, 1998
Name Title
---- -----
/s/ Kurt C. Hall President, Chief Executive Officer and
- ----------------------------------- Director
Kurt C. Hall
/s/ Trent J. Carman Senior Vice President, Chief Financial
- ----------------------------------- Officer and Treasurer
Trent J. Carman
/s/ John W. Boyle Chairman of the Board and Director
- -----------------------------------
John W. Boyle
/s/ Albert J. Fitzgibbons, III Director
- -----------------------------------
Albert J. Fitzgibbons, III
/s/ James J. Burke, Jr. Director
- -----------------------------------
James J. Burke, Jr.
/s/ Scott M. Shaw Director
- -----------------------------------
Scott M. Shaw
/s/ Robert F. End Director
- -----------------------------------
Robert F. End
/s/ Michael L. Pade Director
- -----------------------------------
Michael L. Pade
