<PAGE> 1
As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 33-80700
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1 to
FORM S-8
Registration Statement
Under The Securities Act of 1933
HALLMARK CAPITAL CORP.
(Exact name of Registrant as Specified in its Charter)
WISCONSIN 6711 39-1762467
- ------------------------------- ------------------------- ----------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification
Code Number) No.)
7401 WEST GREENFIELD AVENUE
WEST ALLIS, WISCONSIN 53214
(414) 317-7100
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
HALLMARK CAPITAL CORP.
1993 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS, AS AMENDED
AND
HALLMARK CAPITAL CORP.
1993 INCENTIVE STOCK OPTION
PLAN, AS AMENDED
(Full title of the plans)
JAMES D. SMESSAERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HALLMARK CAPITAL CORP.
7401 W. GREENFIELD AVENUE
WEST ALLIS, WISCONSIN 53214
(414) 317-7100
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
TERESA M. LEVY, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202
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 check the following box. [x]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING FEE
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock 144,400(2) $14.83(3) $2,141,452 $648.93
$1.00 par value
per share
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Hallmark Capital Corp. 1993 Stock Option Plan for
Outside Directors, as amended (the "Directors' Option Plan") and the
Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
(the "Incentive Option Plan"), as the result of a stock split, stock
dividend or similar adjustment of the outstanding shares of Common
Stock of Hallmark Capital Corp. pursuant to Rule 416(a).
(2) Represents 43,300 shares reserved for issuance under the Directors'
Option Plan and 101,100 shares reserved for issuance under the
Incentive Option Plan.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1). The proposed maximum offering price per
share is based upon the average of the high and low prices for the
shares of Common Stock as reported on the NASDAQ National Market
System on February 23, 1998.
________________________________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
Total Number of Pages: 3
Exhibit Index on Page: 3
<PAGE> 3
REGISTRATION OF ADDITIONAL SECURITIES
This Amendment No. 1 to the Form S-8 Registration Statement is being
filed to register the additional 144,400 shares of Common Stock authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan as a
result of amendments to such plans approved by shareholders of the Company on
October 30, 1997. Additional securities of the same class authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan are the
subject of a Registration Statement on Form S-8 filed with the Commission on
June 24, 1994 (File No. 33-80700) (the "1994 Form S-8"). The contents of the
1994 Form S-8 are incorporated by reference herein pursuant to Instruction E of
Form S-8.
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<PAGE> 4
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 caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of West Allis, State
of Wisconsin on February 20, 1998.
HALLMARK CAPITAL CORP.
By: /s/ James D. Smessaert
-------------------------------
James D. Smessaert, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James D. Smessaert and Arthur E.
Thompson, 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 pre-effective and 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, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ James D. Smessaert President, Chief Executive Officer
- ---------------------------------- and Director (Principal Executive Officer)
James D. Smessaert
/s/ Arthur E. Thompson Chief Financial Officer and Treasurer
- ---------------------------------- (Principal Financial and Accounting
Arthur E. Thompson Officer)
/s/ Peter A. Gilbert Director
- ----------------------------------
Peter A. Gilbert
/s/ Reginald M. Hislop, III Director February 20, 1998
- ----------------------------------
Reginald M. Hislop, III
/s/ Charles E. Rickhem Director
- ----------------------------------
Charles E. Rickhem
Director
- ----------------------------------
Floyd D. Brink
/s/ Donald M. Zellmer Director
- ----------------------------------
Donald M. Zellmer
</TABLE>
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<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
REGULATION S-K
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- -------------- -----------------------
<S> <C>
Exhibit 4.1 Hallmark Capital Corp. 1993 Stock Option Plan for Outside Directors, as amended
Exhibit 4.2 Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
Exhibit 5 Opinion of Michael Best & Friedrich LLP
Exhibit 23.1 Consent of KPMG Peat Marwick LLP
Exhibit 23.2 Consent of Michael Best & Friedrich LLP (included in Exhibit 5)
Exhibit 24 Power of Attorney (included as part of signature page)
</TABLE>
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<PAGE> 1
HALLMARK CAPITAL CORP.
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
[AS AMENDED ON OCTOBER 22, 1996,
(TO BE EFFECTIVE ON NOVEMBER 1, 1996);
AS AMENDED ON AUGUST 26, 1997
(TO BE EFFECTIVE ON OCTOBER 30, 1997)]
I. PURPOSE.
The purpose of the Hallmark Capital Corp. (the "Holding Company") 1993
Stock Option Plan for Outside Directors (the "Directors' Option Plan") is to
promote the growth and profitability of the Holding Company and West Allis
Savings Bank (the "Bank") by providing Outside Directors of the Holding Company
and its affiliates (including the Bank) with an incentive to achieve long-term
objectives of the Holding Company and to attract and retain non-employee
directors of outstanding competence by providing such Outside Directors with an
opportunity to acquire an equity interest in the Holding Company.
II. GRANT OF OPTIONS.
(a) Initial Grant. Each Outside Director (for purposes of this
Directors' Option Plan, the term "Outside Director" shall mean a member of the
Board of Directors of the Holding Company or any of its affiliates not also
serving as an employee of the Holding Company or any of its affiliates),
serving in such capacity on the date of the Holding Company's initial public
offering and at the effective date of this Directors' Option Plan, shall be
granted non-statutory stock options to purchase shares of the common stock of
the Holding Company ("Common Stock") subject to adjustment as provided in
Section V hereof. All Outside Directors shall be granted options for 12,031
shares of Common Stock issued in connection with the conversion of the Bank to
stock form ("Conversion"). The purchase price per share of the Common Stock
deliverable upon the exercise of each non-statutory stock option shall be the
initial public offering price of the Common Stock sold in connection with the
Conversion. The effective date of these initial grants shall be the effective
date of the Directors' Option Plan as defined in Section VI hereof ("Effective
Date").
All specific references provided in this Section II(a) with respect to
grants or total options available are based on the assumption that 1,375,000
shares of Common Stock of the Company will be issued in the Conversion. In the
event of issuance of a greater or lesser number of Common Shares, all specific
references to numbers of option grants or total options shall be increased or
decreased proportionately.
(b) Subsequent Grants to Outside Directors. To the extent options
are available for grant under the Directors' Option Plan, the Board of
Directors shall have the authority to grant options to one or more Outside
Directors in its discretion. The purchase price per share shall equal the Fair
Market Value of the Common Stock on the date the option is granted as
determined under paragraph (d) of this Section II.
<PAGE> 2
(c) Ineligibility. An option under the Directors' Option Plan
shall not be granted to any Outside Director who at any previous time was an
employee of either the Holding Company or the Bank and in such capacity was
eligible to receive any options to purchase Common Stock.
(d) Fair Market Value. For purposes of the Directors' option
Plan, when used in connection with Common Stock on a certain date, Fair Market
Value means the average of the bid and ask prices of the Common Stock as
reported by the National Association of Securities Dealers Automated Quotation
System (as published by the Wall Street Journal "NASDAQ", if published) on the
effective date of the grant, or if the Common Stock was not traded on such
date, on the next preceding day on which the Common Stock was traded thereon.
For purposes of the grant of options in the Conversion as defined in Section VI
hereof, of the Bank, Fair Market Value shall mean the initial public offering
price of the Common Stock.
(e) Disability. The permanent and total inability by reason of
mental or physical infirmity, or both, of an Outside Director to perform the
work customarily assigned to him.
III. EARNING OF OPTIONS.
(a) General Rules.
(i) Initial Grants. Options shall be earned by
an Outside Director at the rate of thirty-three and one third
percent (33 1/3%) of the aggregate number of Options granted
at the end of each full twelve months of consecutive service
with the Bank or the Holding Company after the date of the
grant. If the service of a Director is terminated prior to
the third anniversary of the date of grant of the Option for
any reason (except as specifically provided in Subsections (b)
and (c) below), the Outside Director shall forfeit the right
to earn any options which have not theretofore been earned.
(ii) Subsequent Grants. To the extent options are
available for subsequent grants under the Directors' Option
Plan, and the Board of Directors authorizes grants to Outside
Directors under paragraph (b) of Section II, the Board of
Directors shall have the authority to determine the vesting
schedule applicable to such grants in its sole discretion.
(iii) Rounding. In determining the number of
Options which are earned, fractional shares shall be rounded
down to the nearest whole number, provided that such
fractional shares shall be aggregated and earned, on the last
anniversary in which the Option vests.
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<PAGE> 3
(b) Exception for Terminations Due to Death or Disability.
Notwithstanding the general rule contained in Section (a) above, all Options
held by an Outside Director whose service as a Director with the Bank or
Holding Company terminates due to death or Disability, shall be deemed earned
as of the Outside Director's last day of service as a Director with the Bank or
the Holding Company.
(c) Exception for Terminations After a Change in Control.
Notwithstanding the general rule contained in Section (a) above, all Options
held by a Director whose service on the Board of Directors of the Bank or
Holding Company terminates following a change in control of the Bank or Holding
Company, shall be deemed earned as of the Outside Director's last day of
service as an Outside Director with the Bank or the Holding Company. For
purposes of determining under the Plan whether there has been a change in
control of the Bank or the Holding Company, a "Change in Control" of the Bank
or the Holding Company means a "Change in Control" of a nature that (i) would
be required to be reported in response to Item 1 of the current report on Form
8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii)
results in a Change in Control of the Bank or the Holding Company within the
meaning of the Home Owners Loan Act of 1933 and the Rules and Regulations
promulgated by the Office of Thrift Supervision (or its predecessor agency), as
in effect on the effective date of this Plan; or (iii) without limitation such
a Change in Control shall be deemed to have occurred at such time as (a) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank or the Holding
Company representing 20% or more of the Bank's or the Holding Company's
outstanding securities ordinarily having the right to vote at the election of
directors except for any securities of the Bank purchased by the Holding
Company in connection with the conversion of the Bank to the stock form and any
securities purchased by the Bank's employee stock benefit plans; or (b)
individuals who constitute the Board on the date hereof (the "Incumbent
Board"), cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's shareholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes of this
clause (b), considered as though he were a member of the Incumbent Board; or
(c) a Plan of reorganization, a merger, consolidation, sale or substantially
all the assets of the Bank or the Holding Company or similar transaction in
which the Bank or Holding Company is not the surviving institution occurs; or
(d) a proxy statement soliciting proxies from stockholders of the Holding
Company, by someone other than the current management of the Holding Company,
seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Holding Company or the Bank or similar transaction with
one or more corporations as a result of which the outstanding shares of the
class of securities then subject to such plan or transaction are exchanged for
or converted into cash or property or securities not issued by the Bank or the
Holding Company shall be distributed; or (e) a tender offer is made for 20% or
more of the voting securities of the Bank or the Holding Company.
-3-
<PAGE> 4
IV. TERMS AND CONDITIONS.
(a) Option Agreement. Each option shall be evidenced by a written
option agreement between the Holding Company and the Outside Director
specifying the number of shares of Common Stock that may be acquired through
its exercise and containing such other terms and conditions which are not
inconsistent with the terms of this plan.
(b) Termination of Options. Each option shall expire upon the
earlier of (i) one hundred and twenty (120) months following the date of grant,
or (ii) one (1) year following the date on which the Outside Director ceases to
serve in such capacity for any reason other than removal for cause; provided,
however, that if the Participant's service on the Board of Directors is
terminated prior to the date the Plan initially is presented to the
shareholders of the Company for ratification, the option may not be exercised
prior to the date of the shareholders meeting regarding such ratification but
shall remain exercisable for a period of one year from the date of such
meeting. If the Outside Director dies before fully exercising any portion of
an option then exercisable, such option may be exercised by such Outside
Director's personal representative(s), heir(s) or devisee(s) at any time within
the one (1) year period following his or her death; provided, however, that in
no event shall the option be exercisable: (i) more than one hundred and twenty
(120) months after the date of its grant; or (ii) more than one year following
the date on which the outside director ceases to serve in that capacity other
than removal for cause. If the Outside Director is removed for cause all
options awarded to him shall expire immediately upon such removal.
(c) Manner of Exercise. The option may be exercised from time to
time, in whole or in part, by delivering a written notice of exercise to the
Chief Executive Officer of the Holding Company. Such notice is irrevocable and
must be accompanied by full payment of the exercise price (as determined in
Section II(d) hereof) in cash or shares of previously acquired Common Stock of
the Holding Company at the Fair Market Value of such shares determined on the
exercise date by the manner described in Section II(d) above or by such other
means as determined by the Board of Directors. If previously acquired shares
of Common Stock are tendered in payment of all or part of the exercise price,
the value of such shares shall be determined as of the date of such exercise.
(d) Transferability. Options granted hereunder may be exercised
only during an Outside Director's lifetime by the Outside Director, the Outside
Director's guardian or legal representative or by a permissible transferee.
Options shall be transferable by Outside Directors pursuant to the laws of
descent and distribution upon an Outside Director's death, and during an
Outside Director's lifetime, options shall be transferable by Outside Directors
to members of their immediate family, trusts for the benefit of members of
their immediate family and charitable institutions ("permissible transferees")
to the extent permitted under Section 16 of the Exchange Act, and subject to
federal and state securities laws. The term "immediate family" shall mean any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
-4-
<PAGE> 5
mother-in-law, father-in-law, son-in-law, brother-in-law, or sister-in-law and
shall include adoptive relationships.
Options also shall be transferable by Outside Directors other than to
permissible transferees with the prior approval of the Board of Directors which
shall have the authority to approve such transfers of options on a case-by-case
basis in its sole discretion.
The Board of Directors shall have the authority to establish rules and
regulations specifically governing the transfer of options granted hereunder as
it deems necessary and advisable.
V. COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN.
The shares which shall be issued and delivered upon exercise of
options granted under the Directors' Option Plan may be either authorized and
unissued shares of Common Stock or authorized and issued shares of Common Stock
held by the Holding Company as Treasury stock. The number of shares of Common
Stock reserved for issuance under the Directors' Option Plan shall not exceed
76,990 shares of the Common Stock of the Holding Company, par value $l.00 per
share, issued in connection with the Conversion of the Bank from the mutual to
the stock form of ownership, subject to adjustments pursuant to this Section V.
Any shares of Common Stock subject to an option which for any reason either
terminates unexercised or expires, shall again be available for issuance under
the Directors' Option Plan.
In the event of any change or changes in the outstanding Common Stock
of the Holding Company by reason of any stock dividend or split,
recapitalization, reorganization, merger, consolidation, spin-off, combination
or any similar corporate change, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Company, the number
of shares of Common Stock which may be issued under this Directors' Option
Plan, the number of shares of Common Stock subject to options granted under
this Directors' Option Plan and the option price of such options, shall be
automatically adjusted to prevent dilution or enlargement of the rights granted
to an Outside Director under the Directors' Option Plan.
-5-
<PAGE> 6
VI. EFFECTIVE DATE OF THE PLAN; SHAREHOLDER RATIFICATION.
The Directors' Option Plan after adoption by the Board of Directors
shall become effective upon the conversion of the Bank from the mutual to
capital stock form of ownership and the acquisition of the Bank by the Holding
Company (the "Conversion"). Following Conversion, the Directors' Option Plan
shall be presented to shareholders of the Company for ratification for purposes
of (i) obtaining favorable treatment under Section 16(b) of the Exchange Act;
and (ii) maintaining listing on the NASDAQ National Market System; provided,
however, that the failure to obtain shareholder ratification shall not affect
the validity of this Plan and the options granted hereunder.
VII. TERMINATION OF THE PLAN.
The right to grant options under the Directors' Option Plan will
terminate ten years after the Effective Date of the Plan. A majority of the
outstanding shares of the Common Stock entitled to vote is required to
terminate the Directors' Option Plan. No termination pursuant to Article VII
shall, without the consent of the affected individual, affect such individual's
rights under a previously granted option.
VIII. AMENDMENT OF THE PLAN.
The Directors' Option Plan may be amended from time to time by the
Board of Directors of the Company provided that Section II hereof, "Grant of
Options" shall not be amended more than once every six months other than to
comport with the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
Except as provided in Section V hereof, rights and obligations under any option
granted before an amendment shall not be altered or impaired by such amendment
without the written consent of the optionee. The Board of Directors may
determine that shareholder approval of an amendment to the Directors' Option
Plan may be advisable for any reason, including but not limited to, for the
purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying applicable stock exchange listing
requirements.
IX. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the State
of Wisconsin.
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<PAGE> 7
X. COMPLIANCE WITH SECTION 16.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successor under the Exchange Act. To the
extent any provision of the Plan or action by the Board of Directors fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors of the Holding Company.
- ---------------------- ------------------------
Date Adopted By Board Signature
[Title]
------------------------
- ----------------------------- ------------------------
Date Ratified By Shareholders Signature
[Title]
------------------------
October 22, 1996 (to be ------------------------
effective November 1, 1996) Signature
- --------------------------- [Title]
Date Amended
------------------------
August 26, 1997 (to be ------------------------
effective October 30, 1997) Signature
- --------------------------- [Title]
Date Amended -----------------
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<PAGE> 1
HALLMARK CAPITAL CORP.
1993 INCENTIVE STOCK OPTION PLAN
[AS AMENDED ON OCTOBER 22, 1996,
(TO BE EFFECTIVE NOVEMBER 1, 1996;
AS AMENDED ON AUGUST 26, 1997
(TO BE EFFECTIVE ON OCTOBER 30, 1997)]
1. PURPOSE.
The purpose of the Hallmark Capital Corp. (the "Holding Company") 1996
Incentive Stock Option Plan (the "Plan") is to advance the interests of the
Holding Company and its shareholders by providing those key employees of the
Holding Company and its Affiliates, including West Allis Savings Bank (the
"Bank"), upon whose judgment, initiative and efforts the successful conduct of
the business of the Holding Company and its Affiliates largely depends, with
additional incentive to perform in a superior manner. A purpose of the Plan
also is to attract people of experience and ability to the service of the
Holding Company and its Affiliates.
2. DEFINITIONS.
(a) "Affiliate" means (i) a member of a controlled group of corporations
of which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined
in accordance with Section 414(c) of the Internal Revenue Code of 1986, as
amended, (the "Code") and the regulations issued thereunder. For purposes
hereof, a "controlled group of corporations" shall mean a controlled group of
corporations as defined in Section 1563(a) of the Code determined without
regard to Section 1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Non-statutory Stock Options, Incentive Stock
Options, and/or Limited Rights under the provisions of this Plan.
(c) "Board of Directors" or "Board" means the board of directors of the
Holding Company.
(d) "Change in Control" of the Holding Company means a Change in Control
of a nature that: (i) would be required to be reported in response to Item 1 of
the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Holding Company within the meaning of the Home Owners Loan Act of 1933 and the
Rules and Regulations promulgated by the Office of Thrift Supervision (or its
predecessor agency), as in effect on the effective date of this Plan; or (iii)
without limitation such a Change in Control shall be deemed to have occurred at
such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Bank or the Holding Company representing 20% or more of the Bank's or the
Holding Company's outstanding securities ordinarily having the
<PAGE> 2
right to vote at the election of directors except for any securities of the
Bank purchased by the Holding Company in connection with the conversion of the
Bank to the stock form and any securities purchased by the Bank's employee
stock benefit plans; or (b) individuals who constitute the Board on the date
hereof (the "Incumbent Board"), cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to
the date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or whose
nomination for election by the Holding Company's shareholders was approved by
the same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, a merger, consolidation, sale
of all or substantially all the assets of the Bank or the Holding Company or
similar transaction in which the Bank or Holding Company is not the surviving
institution occurs; or (d) a proxy statement soliciting proxies from
shareholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking shareholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or the Bank or
similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to such plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank or the Holding Company shall be distributed; or (e) a
tender offer is made for 20% or more of the voting securities of the Bank or
the Holding Company.
(e) "Committee" means a committee consisting of two or more Non-Employee
Directors appointed by the Board pursuant to Section 3 hereof. "Non-Employee
Director," as defined in Rule 16b-3 promulgated by the Securities and Exchange
Commission ("SEC") under the Exchange Act, means a director who (i) is not
currently an officer or otherwise employed by the Holding Company or the Bank,
or a parent or other subsidiary of the Holding Company, (ii) does not receive
compensation for consulting services or in any other capacity from the Holding
Company or the Bank in excess of $60,000 in any one year, and (iii) does not
possess an interest in and is not engaged in business relationships required to
be reported under Items 404(a) or 404(b) of Regulation S-K promulgated under
the Exchange Act.
(f) "Common Stock" means the Common Stock of the Holding Company, par
value, $1.00 per share.
(g) "Date of Grant" means the date an Award granted by the Committee is
effective pursuant to the terms hereof.
(h) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him. Additionally, a medical doctor selected or
approved by the Board of Directors must advise the Committee that it is either
not possible to determine when such Disability will terminate or that it
appears probable that such Disability will be permanent during the remainder of
said participant's lifetime.
-2-
<PAGE> 3
(i) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the reported bid and ask price of the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System (as published by the Wall Street Journal, if
published) on such date or if the Common Stock was not traded on such date, on
the next preceding day on which the Common Stock was traded thereon or the last
previous date on which a sale is reported. For purposes of the grant of options
in the conversion of the Bank, Fair Market Value shall mean the initial public
offering price of the Common Stock.
(j) "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designed as an Incentive Stock Option pursuant to
Section 8 of this Plan.
(k) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 9 of this Plan.
(l) "Non-statutory Stock Option" means an Option granted by the Committee
to a participant and which is not designated by the Committee as an Incentive
Stock Option.
(m) "Normal Retirement" means retirement at the normal or early retirement
date as set forth in the employee stock ownership plan of the Bank.
(n) "Option" means Award granted under Section 7 or Section 8 of this
Plan.
(o) "Participant" means an employee of the Holding Company or its
affiliates chosen by the Committee to participate in the Plan.
(p) "Plan Year(s)" means a calendar year or years commencing on or after
January 1, 1993.
(q) "Termination for Cause" means the termination upon an intentional
failure to perform stated duties, breach of a fiduciary duty involving personal
dishonesty, which results in material loss to the Holding Company or one of its
Affiliates or willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order which
results in material loss to the Holding Company or one of its Affiliates.
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3. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it sees necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it sees as necessary or advisable. All determinations and interpretations made
by the Committee shall be binding and conclusive on all Participants in the
Plan and on their legal representatives and beneficiaries.
4. TYPES OF AWARDS.
Awards under the Plan may be granted in any one or a combination of:
(a) Non-statutory Stock Options;
(b) Incentive Stock Options; and
(c) Limited Rights
as defined in paragraphs 7 through 9 of the Plan.
5. STOCK SUBJECT TO THE PLAN.
The maximum number of shares reserved for purchase pursuant to the exercise
of options granted under the Plan is 184,960 shares of Common Stock of the
Holding Company, par value $1.00 per share. These shares of Common Stock may
be either authorized but unissued shares or shares previously issued and
reacquired by the Holding Company. To the extent that options or Limited
Rights are granted under the Plan, the shares underlying such options will be
unavailable for future grants under the Plan except that, to the extent that
options together with any related Limited Rights granted under the Plan
terminate, expire or are canceled without having been exercised (in the case of
Limited Rights, exercised for cash) new Awards may be made with respect to
these shares.
6. ELIGIBILITY.
Officers and other employees of the Holding Company or its affiliates
(including employees who are also directors of the Holding Company or its
affiliates) shall be eligible to receive Incentive Stock Options, Non-statutory
Stock Options and/or Limited Rights under the Plan. Directors who are not
employees or officers of the Holding Company or its affiliates shall not be
eligible to receive Awards under the Plan.
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7. NON-STATUTORY STOCK OPTIONS.
7.1 Grant of Non-statutory Stock Options.
The Committee may, from time to time, grant Non-statutory Stock Options to
eligible employees and, upon such terms and conditions as the Committee may
determine, grant Non-statutory Stock Options in exchange for and upon surrender
of previously granted Awards under this Plan. Non-statutory Stock Options
granted under this Plan are subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Non-statutory Stock Option shall be determined by the
Committee on the date the option is granted. Such purchase price shall not be
less than 100% of the Fair Market Value of the Holding Company's Common Stock
on the Date of Grant. Shares may be purchased only upon full payment of the
purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Common Stock of the Holding
Company at the Fair Market Value of such shares on the date of surrender
determined in the manner described in Section 2(i) of the Plan.
(b) Terms of Options. The term during which each Non-statutory Stock
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant. The Committee shall determine the date on
which each Non-statutory Stock Option shall become exercisable and may provide
that a Non-statutory Stock Option shall become exercisable in installments.
The shares comprising each installment may be purchased in whole or in part at
any time after such installment becomes purchasable. The Committee may, in its
sole discretion, accelerate the time at which any Non-statutory Stock Option
may be exercised in whole or in part. Notwithstanding the above, in the event
of a Change in Control of the Holding Company, all Non-statutory Stock Options
shall become immediately exercisable.
(c) Termination of Employment. Upon the termination of a Participant's
service for any reason other than Disability, Normal Retirement, death or
Termination for Cause, the Participant's Non-statutory Stock Options shall be
exercisable only as to those shares which were immediately purchasable by the
Participant at the date of termination and only for a period of three months
following termination. In the event of Termination for Cause, all rights under
the Participant's Non-statutory Stock Options shall expire upon termination.
In the event of the death, Disability or Normal Retirement of any Participant,
all Non-statutory Stock Options held by the Participant, whether or not
exercisable at such time, shall be exercisable by the Participant or his legal
representatives or beneficiaries of the Participant for one year or such longer
period as determined by the Committee following the date of the Participant's
death, Normal Retirement or cessation of employment due to Disability, provided
that in no event shall the period extend beyond the expiration of the
Non-statutory Stock Option term.
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8. INCENTIVE STOCK OPTIONS.
8.1 Grant of Incentive Stock Options.
The Committee may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Holding Company's Common Stock on the Date of Grant.
However, if a Participant owns Common Stock possessing more than 10% of the
total combined voting power of all classes of Common Stock of the Holding
Company (or under Section 425(d) of the Code is deemed to own Common Stock
representing more than 10% of the total combined voting power of all such
classes of Common Stock), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall not be less
than 110% of the Fair Market Value of the Holding Company's Common Stock on the
Date of Grant. Shares may be purchased only upon payment of the full purchase
price. Payment of the purchase price may be made, in whole or in part, through
the surrender of shares of the Common Stock of the Holding Company at the Fair
Market Value of such shares on the date of surrender determined in the manner
described in Section 2(i).
(b) Amounts of Options. Incentive Stock Options may be granted to any
eligible employee in such amounts as determined by the Committee. In the case
of an option intended to qualify as an Incentive Stock Option, the aggregate
Fair Market Value (determined as of the time the option is granted) of the
Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 8.1(b) shall be construed and applied in accordance with Section 422(d)
of the Code and the regulations, if any, promulgated thereunder. To the extent
an award under this Section 8.1 exceeds this $100,000 limit, the portion of the
award in excess of such limit shall be deemed a Non-statutory Stock Option.
(c) Terms of Options. The term during which each Incentive Stock Option
may be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
an employee, the employee owns Common Stock representing more than 10% of the
total combined voting power of the Holding Company (or, under Section 425(d) of
the Code, is deemed to own Common Stock representing more than 10% of the total
combined voting power of all such classes of Common Stock) the Incentive Stock
Option granted to such employee shall not be exercisable after the expiration
of five years from the Date of Grant. No Incentive Stock Option granted under
this Plan is
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<PAGE> 7
transferable except by will or the laws of descent and distribution and is
exercisable in his lifetime only by the employee to whom it is granted.
The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable, provided that the amount able to be first exercised in a given
year is consistent with the terms of Section 422 of the Code. The Committee
may, in its sole discretion, accelerate the time at which any Incentive Stock
Option may be exercised in whole or in part, provided that it is consistent
with the terms of Section 422 of the Code. Notwithstanding the above, in the
event of a Change in Control of the Holding Company, all Incentive Stock
Options shall become immediately exercisable.
(d) Termination of Employment. Upon the termination of a Participant's
service for any reason other than Disability, Normal Retirement, Change in
Control, death or Termination for Cause, the Participant Incentive Stock
Options shall be exercisable only as to those shares which were immediately
purchasable by the Participant at the date of termination and only for a period
of three months following termination. In the event of Termination for Cause
all rights under the Participant's Incentive Stock Options shall expire upon
termination.
In the event of death or Disability of any employee, all Incentive Stock
Options held by such the Participant, whether or not exercisable at such time,
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death or cessation of employment due to Disability. Upon
termination of the Participant's service due to Normal Retirement, or a Change
in Control, all Incentive Stock Options held by such Participant, whether or
not exercisable at such time, shall be exercisable for a period of one year
following the date of Participant's cessation of employment, provided however
that such option shall not be eligible for treatment as an Incentive Stock
Option in the event such option is exercised more than three months following
the date of the Participant's Normal Retirement. In no event shall the
exercise period extend beyond the expiration of the Incentive Stock Option
term.
(e) Compliance with Code. The options granted under this Section 8 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Holding Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code.
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<PAGE> 8
9. LIMITED RIGHTS.
9.l Grant of Limited Rights.
Simultaneously with the grant of any option, the Committee may grant a
Limited Right with respect to all or some of the shares covered by such option.
Limited Rights granted under this Plan are subject to the following terms and
conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of the Holding Company.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise price of the related
option.
Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the exercise price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
receive from the Holding Company an amount of cash equal to the difference
between the Fair Market Value on the Date of Grant of the related option and
the Fair Market Value of the underlying shares on the date the Limited Right is
exercised, multiplied by the number of shares with respect to which such
Limited Right is being exercised.
(c) Termination of Employment. Upon the termination of a Participant's
service for any reason other than Termination for Cause, any Limited Rights
held by the Participant shall then be exercisable for a period of one year
following termination. In the event of Termination for Cause, all Limited
Rights held by the Participant shall expire immediately. Upon termination of
the Participant's employment for reason of death, Normal Retirement or
Disability, all Limited Rights held by such Participant shall be exercisable by
the Participant or the Participant's legal representative or beneficiaries for
a period of one year from the date of such termination. In no event shall the
period extend beyond the expiration of the term of the related option.
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<PAGE> 9
10. SURRENDER OPTION.
In the event of a Participant's termination of employment as a result of
death, disability or Normal Retirement, the Participant (or the Participant's
Personal representative(s), heir(s), or devisee(s)) may, in a form acceptable
to the Committee make application to surrender all or part of options held by
such Participant in exchange for a cash payment from the Holding Company of an
amount equal to the difference between the Fair Market Value of the Common
Stock on the date of termination of employment and the exercise price per share
of the option on the Date of Grant. Whether the Committee accepts such
application or determines to make payment, in whole or part, is within its
absolute and sole discretion, it being expressly understood that the Committee
is under no obligation to any Participant whatsoever to make such payments. In
the event that the Committee accepts such application and the Holding Company
determines to make payment, such payment shall be in lieu of the exercise of
the underlying option and such option shall cease to be exercisable.
11. RIGHTS OF A SHAREHOLDER; LIMITED TRANSFERABILITY.
No Participant shall have any rights as a shareholder with respect to any
shares covered by a Non-statutory and/or Incentive Stock Option until the date
of issuance of a stock certificate for such shares. Nothing in this Plan or in
any Award granted confers on any person any right to continue in the employ of
the Holding Company or its Affiliates or to continue to perform services for
the Holding Company or its Affiliates or interferes in any way with the right
of the Holding Company or its Affiliates to terminate a Participant's services
as an officer or other employee at any time.
No Incentive Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution and is exercisable in his or her
lifetime only by the Participant to whom it is granted.
Non-statutory Stock Options granted hereunder may be exercised only during a
Participant's lifetime by the Participant, the Participant's guardian or legal
representative or by a permissible transferee. Non-statutory Stock Options
shall be transferable by Participants pursuant to the laws of descent and
distribution upon a Participant's death, and during a Participant's lifetime,
Non-statutory Stock Options shall be transferable by Participants to members of
their immediate family, trusts for the benefit of members of their immediate
family, and charitable institutions ("permissible transferees") to the extent
permitted under Section 16 of the Exchange Act and subject to federal and state
securities laws. The term "immediate family" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, sister-in-law, or brother-in-law
and shall include adoptive relationships.
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<PAGE> 10
Non-statutory Stock Options also shall be transferable by Participants other
than to permissible transferees with the prior approval of the Committee which
shall have the authority to approve such transfers of Non-statutory Stock
Options on a case-by-case basis in its sole discretion.
Limited Rights may be transferable only with the prior approval of the
Committee which shall have the authority to approve such transfers of Limited
Rights on a case-by-case basis in its sole discretion. The Committee may deny
a Participant's request to transfer Limited Rights in its sole discretion for
any reason, including but not limited to the failure of the Company to obtain a
favorable opinion from legal counsel to the Company regarding the tax
consequences of the transfer of Limited Rights.
The Committee shall have the authority to establish rules and regulations
specifically governing the transfer of stock options and Limited Rights granted
under this Plan as it deems necessary and advisable.
12. AGREEMENT WITH GRANTEES.
Each Award of Options, and/or Limited Rights will be evidenced by a written
agreement, executed by the Participant and the Holding Company or its
Affiliates which describes the conditions for receiving the Awards including
the date of Award, the purchase price if any, applicable periods, and any other
terms and conditions as may be required by the Board of Directors or applicable
securities law.
13. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any stock option or Limited Rights
Award to which the Participant would then be entitled. Such designation will
be made upon forms supplied by and delivered to the Holding Company and may be
revoked in writing. If a Participant fails effectively to designate a
beneficiary, then the Participant's estate will be deemed to be the
beneficiary.
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<PAGE> 11
14. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common Stock of the
Holding Company by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange of
shares, or other similar corporate change, or other increase or decrease in
such shares without receipt or payment of consideration by the Holding Company,
the Committee will make such adjustments to previously granted Awards, to
prevent dilution or enlargement of the rights of the Participant, including any
or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
covered by Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive and/or
Non-statutory Stock Options, or any Limited Rights attached to such options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.
15. WITHHOLDING.
There may be deducted from each distribution of cash and/or Common Stock
under the Plan the amount of tax required by any governmental authority to be
withheld.
16. AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect; provided however, that Sections 7.1 and 8.1
governing grants shall not be amended more than once every six months other
than to comport with the Code or the Employee Retirement Income Security Act of
1974, as amended, if applicable.
The Board may determine that shareholder approval of any amendment to this
Plan may be advisable for any reason, including but not limited to, for the
purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying applicable stock exchange listing
requirements.
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<PAGE> 12
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.
17. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon the consummation of the conversion of
West Allis Savings Bank from the mutual to capital stock form of ownership (the
"Effective Date"). The Plan, as initially adopted, shall be presented to
shareholders of the Holding Company for ratification for purposes of: (i)
obtaining favorable treatment under Section 16(b) of the Exchange Act; (ii)
satisfying one of the requirements of Section 422 of the Code governing the tax
treatment for Incentive Stock Options; and (iii) maintaining listing on the
NASDAQ National Market System. The failure to obtain shareholder ratification
will not effect the validity of the Plan and the options thereunder, provided,
however, that if the Plan is not ratified, the Plan shall remain in full force
and effect, and any Incentive Stock Options granted under the Plan shall be
deemed to be Non-statutory Stock Options.
18. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years after the Effective Date of the Plan or the issuance of Common
Stock or the exercise of options or related Limited Rights equivalent to the
maximum number of shares reserved under the Plan as set forth in Section 5.
The Board of Directors has the right to suspend or terminate the Plan at any
time. No termination shall, without the consent of a Participant, adversely
affect such individual's rights under a previously granted award.
19. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the State of
Wisconsin to the extent not Preempted by Federal law as now or hereafter in
effect.
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20. COMPLIANCE WITH SECTION 16.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provisions of this Plan or action of the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
_________________________ ______________________________
Date Adopted Signature
[Title]
_________________________ ______________________________
Date Approved by Secretary
Shareholders
October 22, 1996 (to be
effective November 1, 1996) ______________________________
___________________________ Signature
Date Amended [Title]
______________________________
Secretary
August 26, 1997 (to be
effective October 30, 1997) ______________________________
___________________________ Signature
Date Amended [Title]
______________________________
Secretary
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<PAGE> 1
[MICHAEL BEST & FRIEDRICH LLP LETTERHEAD]
February 24, 1998
Board of Directors
Hallmark Capital Corp.
7401 West Greenfield Avenue
West Allis, Wisconsin 53214
RE: POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON
FORM S-8
Gentlemen:
You have requested our opinion as to the legality of 144,400 shares of
Common Stock, $1.00 par value per share, of Hallmark Capital Corp. (the
"Company") being registered with the Securities and Exchange Commission
pursuant to a Post-Effective Amendment No. 1 to a Registration Statement on
Form S-8. As your counsel, we have examined such records and other documents
as we deemed necessary for the purposes of this opinion and considered such
questions of law as we believe to be involved. Based upon such examination and
consideration, it is our opinion that the shares of Common Stock will, when
issued and sold in accordance with the provisions of the Hallmark Capital Corp.
1993 Incentive Stock Option Plan, as amended and the Hallmark Capital Corp.
1993 Stock Option Plan for Outside Directors, as amended, under which they are
granted, be validly issued, fully paid and nonassessable shares of Common Stock
of the Company (except as may be provided in Section 180.0622(2)(b) of the
Wisconsin Statutes, as judicially interpreted, which may require further
assessment for unpaid wages to employees under certain circumstances).
We give our consent to the filing of this opinion as an Exhibit to the
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and the
use of our name in connection therewith.
Very truly yours,
MICHAEL BEST & FRIEDRICH LLP
<PAGE> 1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Hallmark Capital Corp.:
We consent to incorporation by reference in the Post Effective Amendment No. 1
to Registration Statement on Form S-8 of Hallmark Capital Corp. of our report
dated August 1, 1997, relating to the consolidated balance sheets of Hallmark
Capital Corp. and Subsidiary as of June 30, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended June 30, 1997, which report
appears in the June 30, 1997 annual report on Form 10-K of Hallmark Capital
Corp., incorporated by reference in the Registration Statement on Form S-8
(No. 33-80700).
/s/ KPMG Peat Marwick LLP
Milwaukee, Wisconsin
January 27, 1998
