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Reg. No. 33- ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The
SECURITIES ACT OF 1933
THE CONTINUUM COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-1609363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9500 Arboretum Boulevard, Austin, Texas 78759-6399
(Address of Principal Executive Offices)(Zip Code)
The Continuum Company, Inc.
1995 Directors' Stock Option Plan
(Full title of the plan)
John L. Westermann III
Vice President, Chief Financial Officer
The Continuum Company, Inc.
9500 Arboretum Boulevard
Austin, Texas 78759-6399
(512) 345-5700
(Name, address, and telephone number, including area code, of agent for
service)
Copy to:
Jack Dennison
Vice President, General Counsel
The Continuum Company, Inc.
9500 Arboretum Boulevard
Austin, Texas 78759-6399
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered (1) offering price aggregate offering registration fee
registered per share (2) price (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.10 100,000 $35.625 $3,562,500 $1,229
per share
====================================================================================================================================
</TABLE>
(1) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(h), based on the market price on August 4, 1995 of shares of
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference:
The following documents filed by The Continuum Company, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Company's quarterly report on Form 10-Q for the quarter ended June
30, 1995 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934; and
(b) the Company's annual report on Form 10-K for the year ended March 31,
1995 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934; and
(c) the Company's Registration Statement on Form 8-A filed under Section
12(b) of the Securities Exchange Act of 1934 for the purpose of registering the
Common Stock of the Company on the New York Stock Exchange.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such reports and documents.
Item 6. Indemnification of Directors and Officers:
Section 145 of the Delaware General Corporation Law permits a corporation
to grant indemnification to directors, officers and other agents in terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities, including expenses, arising in connection with the Securities Act
of 1933. Pursuant to the Certificate of Incorporation and the Bylaws of the
Company, directors and officers of the Company are indemnified to the full
extent permitted by law. In addition, the Company has entered into
indemnification agreements with its officers and directors that indemnify such
officers and directors to the full extent permitted by law against all expenses
(including attorneys' fees), judgements, fines or settlement amounts incurred or
paid by them in any action or proceeding, including any action by or on behalf
of the Company, on account of their service as an officer or director of the
Company.
Item 8. Exhibits:
4.1 The Continuum Company, Inc. 1995 Directors' Stock Option Plan
4.2 Restated Certificate of Incorporation of the Company, as amended (filed
as an Exhibit to the Company's Annual Report on Form 10-K for the period ended
March 31, 1994, and incorporated herein by reference)
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4.3 Bylaws of the Company (filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1989 and incorporated
herein by reference) and amendment thereto adopted May 18, 1989 (filed as an
Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1989 and incorporated herein by reference)
24.1 Consent of Ernst & Young LLP
24.2 Consent of KPMG Peat Marwick LLP
25.1 Powers of Attorney
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;
(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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered 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 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.
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C. 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, 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.
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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 Austin, Texas on this 9th day of August, 1995.
THE CONTINUUM COMPANY, INC.
JOHN L. WESTERMANN III
John L. Westermann III
Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on July 26, 1995.
Signature Title
--------- -----
RONALD C. CARROLL Chairman of the Board of Directors
LOWELL C. ANDERSON Director
THOMAS G. BROWN Director
W. MICHAEL LONG President, Chief Executive
Officer and Director
THOMAS A. McDONNELL Director
CARL S. QUINN Director
EDWARD C. STANTON, III Director
E. LEE WALKER Director
JOHN L. WESTERMANN III Vice President and Treasurer
(Principal Financial Officer)
LOU ANNE GILMORE Vice President and Controller
(Principal Accounting Officer)
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INDEX TO EXHIBITS
Exhibit Page
------- ----
4.1 The Continuum Company, Inc. 1995 Directors' Stock Option Plan 7
24.1 Consent of Independent Auditors 12
24.2 Consent of Independent Accountants 13
25.1 Powers of Attorney from Officers and Directors of the Company 14
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THE CONTINUUM COMPANY, INC.
1995 DIRECTORS' STOCK OPTION PLAN
I.
PURPOSE OF THE PLAN
The Continuum Company, Inc. 1995 Directors' Stock Option Plan (the
"Plan") is intended to promote the interests of The Continuum Company, Inc., a
Delaware corporation (the "Company"), and its shareholders by helping to
attract and retain highly-qualified independent directors, and allowing them
to develop a sense of proprietorship and personal involvement in the
development and financial success of the Company. Accordingly, the Company
shall grant to directors of the Company who are not and who never have been
employees of the Company or of its subsidiaries ("Nonemployee Directors") the
option ("Option") to purchase shares of the common stock of the Company, par
value $0.10 ("Stock"), as hereinafter set forth. Options granted under the
Plan shall be options which do not constitute incentive stock options within
the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended
(the "Code").
II.
OPTION AGREEMENTS
Each Option shall be evidenced by a written agreement between the
Nonemployee Director and the Company which shall contain the terms provided in
the Plan.
III.
GRANT OF OPTIONS
Options may be granted only to individuals who are Nonemployee
Directors of the Company and only on the occasions described below. For
purposes herein, an Advisory Director shall not be considered as being a
director of the Company. Any Nonemployee Director receiving an automatic grant
hereunder may refuse such grant by giving the Secretary of the Company written
notice decling the grant within thirty (30) days of the event giving rise to
the automatic grant.
(a) Each Nonemployee Director who is elected or appointed to the
Board of Directors of the Company (the "Board") for the first time after the
effective date of the Plan shall receive, as of the date of his or her election
or appointment to the Board, and without the exercise of the discretion of any
person or persons, an Option exercisable for 10,000 shares of Stock (subject to
adjustment in the same manner as provided in Paragraph VII hereof with respect
to shares of Stock subject to Options then outstanding).
(b) Each Nonemployee Director shall receive, as of the fifth
anniversary of his or her continuous service as a director of the Company, and
without the exercise of the discretion of any person or persons, an Option
exercisable for 10,000 shares of Stock (subject to adjustment in the same
manner as provided in Paragraph VII hereof with respect to shares of Stock
subject to Options then outstanding). However, each incumbent Nonemployee
Director who has served as a director of the Company for at least five
continuous years before the effective date of the Plan shall receive such
Option as of such effective date.
IV.
TERMS OF OPTIONS
(a) The purchase price of Stock issued under each Option shall be
the fair market value of Stock subject to the Option on the date the Option is
granted. For all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the closing price of the Stock on
the New York Stock Exchange composite tape on that date, or if no prices are
reported on that date, on the last preceding date on which
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such prices of the Stock are so reported.
(b) Except as set forth in this Paragraph IV, an Option shall
become exercisable for 2,000 shares of Stock on the first anniversary of the
date of grant and for an additional 2,000 shares on each subsequent anniversary
through and including the fifth anniversary of the grant date.
(c) An Option may be exercised only while the Nonemployee Director
remains a director of the Company and will terminate and cease to be
exercisable upon the termination or expiration of his or her services as a
director of the Company, except that:
(i) If a Nonemployee Director's service as a director
with the Company terminates by reason of disability (within the
meaning of Section 22(e)(3) of the Code), any Option shall become
exercisable as of the date of such termination for 10,000 shares (less
the number of shares for which the Option has been exercised before
such termination), and the Nonemployee Director (or the Nonemployee
Director's estate or the person who acquires the Option by will or the
laws of decent and distribution or otherwise by reason of the death of
the Nonemployee Director) may exercise the Option for a period of one
year after ceasing to be a director.
(ii) If a Nonemployee Director dies while serving as a
director of the Company, the Nonemployee Director's estate, or the
person who acquires the Option by will or the laws of decent and
distribution or otherwise by reason of the death for 10,000 shares
(less the number of shares for which the Option has been exercised
before death), and the Nonemployee Director's estate or the person who
acquires the Option by will or the laws of descent and distribution or
otherwise by reason of the death of the Nonemployee Director may
exercise the Option for a period of one year after the Nonemployee's
death.
(iii) If a Nonemployee Director's service as a director of
the Company is terminated after a "change in control" (as defined
below) of the Company, the Option shall become exercisable as of the
date of such termination for 10,000 shares (less the number of shares
for which the Option has been exercised before such termination), and
the Nonemployee Director (or the Nonemployee Director's estate or the
person who acquires the Option by will or the laws of descent and
distribution or otherwise by reason of the death of the Nonemployee
Director) may exercise the Option for a period of one year after
ceasing to be a director. "Change in Control" shall mean and shall be
deemed to have taken place if (A) any third person or entity including
a "group" as contemplated by Section 13(d)(3) of the Securities
Exchange Act of 1934 (together with all persons or entities
controlling, controlled by or under common control with such person,
entity or group) purchases or, as a result of a tender offer, exchange
offer, merger, consolidation, or other transaction acquires,
beneficial ownership or control (including, without limitation, the
power to vote) of shares of capital stock of the Company having thirty
percent (30%) or more of the number of votes that may be cast for the
election of directors of the Company or (B) as a result of, or in
connection with a contested election for directors, a number of
directors equal to a majority of the Board of Directors of the Company
before such election cease to be members of the Board of Directors of
the Company. In the case of DST Systems, Inc. a "Change of Control"
shall be deemed to have taken place if DST Systems, Inc. (together
with all persons or entities controlling, controlled by or under
common control with DST Systems, Inc.) purchases or, as a result of a
tender offer, exchange offer, merger, consolidation, or other
transaction acquires, beneficial ownership or control (including,
without limitation, the power to vote) of shares of capital stock of
the Company having thirty-two percent (32%) or more of the number of
votes that may be cast for the election of directors of the Company.
For such purposes, the date of occurrence of a "Change of Control"
shall mean the date of occurrence of the specified event constituting
such "Change in Control". If more than one event constituting a
"Change of Control" occurs, the date of the "Change of Control" for
purposes of the Plan shall be the first to occur of such events.
(iv) If a Nonemployee Director's service as a director of
the Company terminates for any reason other than as described in (i),
(ii) or (iii) above, the Option may be exercised by the Nonemployee
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Director at any time during the period of three months following such
termination, or by the Nonemployee Director's estate (or the person
who acquires the Option by will or the laws of descent and
distribution or otherwise by reason of the death of the Nonemployee
Director) during a period of one year following the Nonemployee
Director's death if the Nonemployee Director dies during such
three-month period.
(d) In no event shall any Option be exercisable more than ten (10)
years after the date of grant.
(e) The purchase price of shares as to which an Option is
exercised shall be paid in full at the time of exercise in cash (including
check, bank draft or money order payable to the order of the Company).
Nonemployee Directors must exercise an Option as to whole shares of stock; no
fraction of a share of stock shall be issued by the Company upon exercise of an
Option.
V.
SHARES SUBJECT TO THE PLAN
The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 100,000 shares of Stock. Such shares
may consist of authorized but unissued shares of Stock or previously issued
shares of Stock reacquired by the Company. Any of such shares which remain
unissued and which are not subject to outstanding Options at the termination of
the Plan shall cease to be subject to the Plan but, until termination of the
Plan, the Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan. Should any Option hereunder
expire or terminate prior to its exercise in full, the shares theretofore
subject to such Option may again be subject to an Option granted under the
Plan. The aggregate number of shares which may be issued under the Plan shall
be subject to adjustment in the same manner as provided in Paragraph VII hereof
with respect to shares of Stock subject to Options then outstanding. Exercise
of an Option shall result in a decrease in the number of shares of Stock which
may thereafter be available, both for purposes of the Plan and for sale
pursuant to such Option, by the number of shares as to which the Option is
exercised.
VI.
TERM OF PLAN
The Plan shall be effective upon approval by the shareholders of the
Company. Except with respect to Options then outstanding, if not sooner
terminated as provided herein, the Plan shall terminate upon and no further
Options shall be granted after July 26, 2005.
If, as of any date that the Plan is in effect, there are not
sufficient shares of Stock available under the Plan to allow for the grant to
each Nonemployee Director of an Option for the number of shares provided
herein, the Plan shall terminate.
VII.
RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Options granted hereunder
shall not affect in any way the right or power of the Board or the shareholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization, or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
(b) The shares with respect to which Options may be granted are
shares of Stock as presently constituted, but if, and whenever prior to the
expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Stock or the payment of a stock
dividend on Stock without receipt of
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consideration by the Company, the number of shares of Stock with respect to
which such Option may thereafter be exercised (i) in the event of an increase
in the number of outstanding shares shall be proportionately increased, and the
purchase price per share shall be proportionately reduced, and (ii) in the
event of a reduction in the number of outstanding shares shall be
proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) Except as hereinbefore expressly provided, the issuance by the
Company of shares of Stock of any class or securities convertible into shares
of Stock of any class for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or the
purchase price per share.
VIII.
AMENDMENT OR TERMINATION OF THE PLAN
The Board may amend, alter, suspend, discontinue, or terminate the
Plan, but no amendment, alteration, suspension, discontinuation, or termination
shall be made that would impair the rights of an optionee under an Option
theretofore granted, without the optionee's consent, or that without the
approval of the Company's stockholders would:
(a) except as is provided in Paragraph VII of the Plan, materially
increase the total number of shares of Stock available under
the Plan;
(b) materially increase benefits accruing to Nonemployee Directors
under the Plan;
(c) modify the requirements as to eligibility for participation
in the Plan; or
(d) modify the provision of the Plan relating to the timing,
amount or exercise price of Options.
In no event shall the provisions relating to the timing, amount or
exercise price of Options be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income
Securities Act of 1974, as amended, or the rules thereunder.
IX.
SECURITIES LAWS
The Company shall not be obligated to issue any Stock pursuant to any
Option granted under the Plan at any time when the shares covered by such
Option have not been registered under the Securities Act of 1933 and such other
state and federal laws, rules or regulations as the Company deems applicable
and, in the opinion of legal counsel for the Company, there is no exemption
from the registration requirements of such laws, rules or regulations available
for the issuance and sale of such shares.
X.
GENERAL
(a) Administration. The Plan shall be administered by the
Secretary of the Company who shall perform only ministerial functions and who
shall have no discretion regarding the exercise price, amount or timing of the
Options.
(b) Nonassignability. No Option shall be assignable or
transferable by an Nonemployee Director otherwise than by will or by the laws
of descent and distribution; provided, however, that an Nonemployee Director
may, pursuant to a written designation of beneficiary filed with the Company
prior to his or her death, designate a beneficiary to exercise the rights of
the Nonemployee Director with respect to any Option upon the death of the
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Nonemployee Director. Each Option shall be exercisable during the lifetime of
the Nonemployee Director, only by the Nonemployee Director or, if permissible
under applicable law, by the guardian or legal representative of the
Nonemployee Director.
(c) Restrictions. At least six (6) months must elapse from the
date of acquisition of an Option to the date of disposition of either the
Option or the underlying Stock. In addition, all certificates for Stock
delivered under the Plan shall be subject to such other stock-transfer orders
and other restrictions required under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock are than listed, and any applicable federal or state securities
law, and a legend or legends may be placed on any such certificates to make
appropriate reference to such restrictions.
(d) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal laws.
(e) No Right to Position. The grant of an Option shall not be
construed as giving an Nonemployee Director the right to continue as a director
of the Company or of any subsidiary. The Company or a subsidiary may at any
time terminate an Nonemployee Director free from any liability or any claim
under the Plan, except rights of the director expressly stated in Option
Agreements with respect to Options previously granted, if any.
(f) No Trust of Fund Created. Neither the Plan nor any Option
shall create or be construed to create a trust or separate fund of any kind or
a fiduciary relationship between the Company or any subsidiary and an
Nonemployee Director or any other person. To the extent that any person
acquires a right to receive payments from the Company or any subsidiary
pursuant to an Option, such right shall be no greater than the right of any
unsecured general creditor of the Company or any subsidiary.
(g) No Fractional Shares. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan, and cash shall be paid in lieu of any
fractional shares of Stock.
(h) Headings. Headings are given to the sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
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Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of The Continuum Company, Inc. for the registration of 100,000 shares
of its common stock to be reserved for issuance under its 1995 Directors' Stock
Option Plan of our report dated April 26, 1995, with respect to the consolidated
financial statements and schedule of The Continuum Company, Inc. included in its
Annual Report (Form 10-K) for the year ended March 31, 1995 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Austin, Texas
August 9, 1995
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Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
The Paxus Corporation Limited:
We consent to incorporation by reference herein of our report dated
September 24, 1993, relating to the consolidated statements of operations,
shareholders' deficit, and cash flows of Paxus Corporation Limited (a company
incorporated in New South Wales, Australia) and subsidiaries for the year ended
March 31, 1993 and all related schedules (presented in conformity with generally
accepted accounting principles in the United States), which report is not
separately presented in the Annual Report on Form 10-K of The Continuum Company,
Inc. for the year ended March 31, 1995.
KPMG PEAT MARWICK LLP
Sydney, New South Wales, Australia
August 9, 1995
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John L. Westermann III and Jack Dennison, and each of them, any one of
whom may act without joinder of the other, as true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys and agents or
either of them may deem necessary or advisable: (1) to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the said Securities Act of 100,000
shares of Common Stock of the Company, par value $0.10 per share (the "Common
Stock"), to be offered and sold by the Company from time to time pursuant to the
1995 Directors' Stock Option Plan, including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the Company a Registration Statement on Form S-8 or to any amendments
thereto (including any post-effective amendments) filed with the Securities and
Exchange Commission with respect to any such shares of Common Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statement or amendments; and (ii) make application to the New
York Stock Exchange for the listing of shares to be offered by the Company
pursuant to the Registration Statement, to execute on behalf of the Company any
such application and any listing agreements or documents required by such
exchange in connection therewith, and to make any changes in any of the same as
may be necessary to conform with the requirements for listing and to appear (if
requested) before officials of said exchange; and that each such person be, and
hereby is, further empowered and authorized to take any and all actions and to
do or cause to be done all other things as may appear to him to be necessary or
advisable in order to effect the listing of such shares on such exchange.
IN WITNESS WHEREOF, the undersigned have subscribed these presents, this
Twenty-Fourth day of July, 1995.
RONALD C. CARROLL LOWELL C. ANDERSON
THOMAS G. BROWN W. MICHAEL LONG
THOMAS A. MCDONNELL CARL S. QUINN
EDWARD C. STANTON, III E. LEE WALKER
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