SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number: 1-10534
FIRST OF AMERICA BANK CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 38-1971791
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or Organization) No.)
211 South Rose Street, Kalamazoo, Michigan 49007
(Address of principal Executive Offices) (Zip Code)
(616) 376-9000
(Registrant's telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
Which Registered
Common Stock, $10 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the Registrant, on February 16, 1998 was $5,022,802.
The number of shares outstanding of the Registrant's Common
Stock, $10 par value, as of February 28, 1998 was 87,359,825.
DOCUMENTS INCORPORATED BY REFERENCE
None
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report
for 1997 on Form 10-K as set forth in the pages attached hereto:
PART III
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents, for the fiscal years shown, the
annual and long-term cash and other compensation paid to, or accrued
for, each of First of America's five most highly compensated executive
officers (the "Named Executives").
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Award(s) Options Payouts Compensation
Principal Position (1) Year ($)(2) ($) ($)(3) ($)(4)(5) (#) ($) ($)(6)
Richard F. Chormann 1997 700,000 928,560 -0- 2,313,750 50,900 72,970 670,095.52 (7)
Chairman, President and Chief 1996 565,400 221,638 -0- -0- 225,000 -0- -0-
Executive Officer 1995 453,600 44,453 -0- -0- 30,900 69,758 -0-
William R. Cole 1997 330,000 239,136 -0- 694,125 16,500 30,766 -0-
Executive Vice President 1996 317,000 93,199 -0- -0- 75,000 -0- -0-
1995 305,000 25,620 -0- -0- 15,600 36,452 -0-
Thomas W. Lambert 1997 287,000 242,652 -0- 694,125 13,050 26,727 -0-
Executive Vice President and 1996 275,000 80,851 -0- -0- 75,000 -0- -0-
Chief Financial Officer 1995 265,000 22,260 -0- -0- 13,575 34,261 -0-
David B. Wirt 1997 287,000 234,065 -0- 694,125 13,050 26,727 -0-
Executive Vice President 1996 275,000 80,851 -0- -0- 75,000 -0- -0-
1995 265,000 22,260 -0- -0- 13,575 34,261 -0-
John B. Rapp 1997 266,000 247,361 -0- 694,125 12,100 23,818 -0-
Executive Vice President 1996 241,000 70,855 -0- -0- 75,000 -0- -0-
1995 230,000 19,320 -0- -0- 11,775 29,784 -0-
(1) Each of the Named Executives holds the office shown for both
First of America and each of its two subsidiary banks First of
America Bank, N.A. and First of America Bank - Illinois, N.A.
(2) Deferred compensation is included.
(3) There were no items required to be disclosed as other annual
compensation for the years shown.
(4) The number and value (based on the closing price on December 31,
1997) of restricted First of America common stock holdings of the
Named Executives as of December 31, 1997 were as follows: Mr.
Chormann, 30,000 shares valued at $ 2,313,750; Mr. Cole, 9,000
shares valued at $694,125; Mr. Lambert, 9,000 shares valued at
$694,125; Mr. Wirt, 9,000 shares valued at $694,125; and Mr.
Rapp, 9,000 shares valued at $694,125. See Note (5), below.
(5) The amounts shown are the value (based on the closing price on
the December 31, 1997 grant date) of the following numbers of
shares of restricted First of America common stock granted to the
Named Executives based on attainment of goals for First of
America's return on equity and efficiency ratio under Performance
Share Rights awarded to the Named Executives in 1996: Mr.
Chormann, 30,000 shares; Mr. Cole, 9,000 shares; Mr. Lambert,
9,000 shares; Mr. Wirt, 9,000 shares; and Mr. Rapp, 9,000 shares.
See note (4), above.
(6) Except as disclosed, First of America does not provide any other
forms of executive compensation.
(7) Effective December 18, 1997, First of America entered into two
split-dollar life insurance agreements with Mr. Chormann pursuant
to which the corporation pays the premiums over a four-year
period for insurance policies on Mr. Chormann's life with
aggregate death benefits of $10 million. The annual aggregate
premium outlay is $840,000, and the policies are in the name of
trusts established for family beneficiaries selected by Mr.
Chormann. Upon the earlier of Mr. Chormann's death or
termination of the agreement, First of America will receive the
amount of the premiums it paid on the policy. The amount shown
is the sum of the present value cost of First of America's 1997
premium life insurance coverage and the total 1997 premium
payments for term insurance coverage under the split-dollar life
insurance agreements.
Option Grants in Last Fiscal Year
The following table presents information concerning the stock
options granted to the Named Executives under the First of America
Bank Corporation Stock Compensation Plan (the "Employee Stock
Compensation Plan") during 1997 and the potential realizable value for
the stock options granted based on future market appreciation
assumptions.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (1)
Number of
Securities % of Total
Underlying Options Exercise or
Options Granted to Base Price
Granted Employees in ($/Sh) Expiration
Name (#)(2) Fiscal Year (3) Date 0% ($) 5% ($) 10% ($)
Richard F. Chormann 50,900 10.73% 55.57 10/14/2007 -0- 1,778,955 4,507,700
William R. Cole 16,500 3.48% 55.57 10/14/2007 -0- 576,675 1,461,240
Thomas W. Lambert 13,050 2.75% 55.57 10/14/2007 -0- 456,100 1,155,710
David B. Wirt 13,050 2.75% 55.57 10/14/2007 -0- 456,100 1,155,710
John B. Rapp 12,100 2.55% 55.57 10/14/2007 -0- 422,895 1,071,580
All Shareholders - - - - -0- 3,048,631,700 7,724,944,900
(1) The potential realizable value is reported net of the option
price, but before income taxes associated with exercise. The
estimated amounts presented represent assumed annual compounded
rates of appreciation from the date of grant through the
expiration of the options. Actual gains on exercise, if any, are
dependent on the future performance of First of America's common
shares. The 5% and 10% rates of appreciation would result in per
share prices of $90.52 and $144.13, respectively. The amounts
shown for "All Shareholders" are based on 87,166,376 shares
(number of shares outstanding as of December 31, 1997). This
presentation is not intended to forecast possible future
appreciation of First of America's common shares.
(2) The options were granted on October 15, 1997 and become
exercisable for one-third of the shares covered after one year
from that date, two-thirds after two years and all after three
years. In the event that First of America's merger with National
City Corporation is consummated, all previously unexercisable and
outstanding options shall become exercisable.
(3) The exercise price is the average of the high and low prices on
the New York Stock Exchange on the grant date.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Values
The following table presents information about the exercise
during 1997, by the Named Executives, of stock options previously
granted under the Restated First of America Bank Corporation 1987
Stock Option Plan (the "1987 Plan") and the Employee Stock
Compensation Plan. Also shown are the number of shares covered by and
the estimated value of unexercised options under both the 1987 Plan
and the Employee Stock Compensation Plan at December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options at
Options at FY-End (#) FY-End ($)
Shares Acquired Value Realized Exercisable/Unexercisable
Name on Exercise (#) ($) Exercisable/Unexercisable (1)
Richard F. Chormann 70,650 2,528,498 310,175/61,200 13,747,686/1,594,588
William R. Cole 5,400 164,925 137,000/21,700 6,577,139/606,792
Thomas W. Lambert 9,450 835,895 118,550/17,575 5,497,527/499,828
David B. Wirt 32,550 879,664 107,750/17,575 4,779,813/499,828
John B. Rapp 9,750 241,181 107,750/16,025 4,816,013/450,373
(1) The estimated value of the unexercised option shares was based on
the closing price on the New York Stock Exchange on December 31,
1997 of $77.125.
Long-Term Compensation Plan Awards in Last Fiscal Year
The following table reflects estimated future cash payments under
First of America's Long-Term Incentive Compensation Plan based on the
Named Executive's target award and the minimum threshold and maximum
amounts for the three-year performance cycle beginning January 1,
1996. Estimated cash payments under the Long-Term Incentive
Compensation Plan are contingent upon First of America attaining its
established earnings per share goals during the performance cycle
shown. In the event First of America's merger with National City
Corporation is consummated, pro rata target awards under the Long-Term
Incentive Compensation Plan will be payable to Plan participants.
LONG-TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts
Under Non-Stock Price-Based Plan (1)
Number of Performance
Units or or Other Period Until Threshold Target Maximum
Name Other Rights Maturation or Payout ($) ($) ($)
Richard F. Chormann None 1/1/96 - 12/31/98 $61,250 245,000 318,500
William R. Cole None 1/1/96 - 12/31/98 $20,625 82,500 107,250
Thomas W. Lambert None 1/1/96 - 12/31/98 $17,938 71,750 93,275
David B. Wirt None 1/1/96 - 12/31/98 $17,938 71,750 93,275
John B. Rapp None 1/1/96 - 12/31/98 $16,625 66,500 86,450
(1) The minimum incentive award shown under the column titled
"Threshold" represents the estimated payment that would be
awarded if 85% achievement of First of America's internal
earnings per share goal is attained for the performance cycle.
The "Target" and "Maximum" estimated payments will be awarded if
100% and 130% achievement of First of America's earnings per
share goals are attained for the performance cycle. The
estimated future payouts under the threshold, target and maximum
award columns were computed based on the Named Executive's 1997
base salary. Actual incentive payments made, if any, will be
determined using the Named Executive's average base salary over
the three-year performance cycle.
Retirement Program
The benefits shown in the table below are the estimated combined
annual benefits payable at the normal retirement age of 65 to a
participant in the First of America Bank Corporation Employees'
Retirement Plan ("Retirement Plan"), a qualified non-contributory
defined benefit plan, and First of America's two supplemental
retirement plans ("Supplemental Plans"), unfunded non-qualified plans,
on a straight life annuity basis before reduction for social security
benefits, as further described below.
PENSION PLAN TABLE
Years of Service
Remuneration (1) 15 20 25 30 35
$ 200,000 60,000 80,000 100,000 120,000 140,000
$ 300,000 90,000 120,000 150,000 180,000 210,000
$ 400,000 120,000 160,000 200,000 240,000 280,000
$ 500,000 150,000 200,000 250,000 300,000 350,000
$ 600,000 180,000 240,000 300,000 360,000 420,000
$ 700,000 210,000 280,000 350,000 420,000 490,000
$ 800,000 240,000 320,000 400,000 480,000 560,000
$ 900,000 270,000 360,000 450,000 540,000 630,000
$1,000,000 300,000 400,000 500,000 600,000 700,000
$1,100,000 330,000 440,000 550,000 660,000 770,000
$1,200,000 360,000 480,000 600,000 720,000 840,000
(1) Average annual compensation as provided by the Retirement Plan
and the Supplemental Plans.
The retirement benefit formula for the Retirement Plan is based
on a participant's final average compensation and years of service
with the corporation or subsidiary. The Retirement Plan benefit
formula is 70 percent of the participant's final average compensation
minus 50 percent of the primary social security benefit, prorated for
service of less than 35 years. Compensation, for determinations under
the Retirement Plan, includes base salary and incentive payments made
under the Annual Incentive Plan and is reduced by any portion of base
salary or Annual Plan incentive payment deferred under a deferred
compensation arrangement. Income derived from stock compensation is
not included in compensation for Retirement Plan or Supplemental Plan
determinations. Employees who were employed before January 1, 1985,
will be entitled to receive on retirement, the higher of the benefit
computed under the Retirement Plan now in effect or the benefit
computed as of January 1, 1993, under the Retirement Plan formula in
effect before January 1, 1985, which provided for a benefit equal to
two percent of the final average monthly earnings times years of
credited service, but not exceeding 50 percent of final average
monthly earnings. The Supplemental Plans provide participants with a
benefit in addition to that provided by the Retirement Plan so that
the combined retirement benefit equals the benefit which the
participant would have received from the Retirement Plan but for
certain limitations under the Internal Revenue Code and the deferral
of salary under a deferred compensation arrangement.
The current average annual compensation and years of credited
service for the Named Executives are as follows: Mr. Chormann
$672,715, 38 years; Mr. Cole $366,812, 36 years; Mr. Lambert
$334,508, 34 years; Mr. Wirt $333,908, 32 years; Mr. Rapp
$294,546, 31 years.
Management Continuity Agreements
First of America has entered into Management Continuity
Agreements with the Named Executives and other senior corporate and
affiliate officers. The Management Continuity Agreements for
executive officers, including the Named Executives, provide that in
the event of a change in control of First of America before November
20, 2001, the employment of the officer covered by the Agreement may
not be terminated except for cause during the two-year and three-month
period commencing three months before the date of a change in control
and ending two years following the change in control (the "Change in
Control Period").
The Agreement generally defines change in control as follows: (1)
five days before expiration of a tender or exchange offer that would
have the effect of giving a person, entity or group beneficial
ownership of 25 percent or more of First of America's voting stock;
(2) consummation of a merger, consolidation or sale of substantially
all assets of First of America approved by its shareholders; (3) the
acquisition of beneficial ownership of 25 percent or more of First of
America's voting stock by a person, entity or group; or (4) a change
in composition of a majority of the Board of Directors in any period
of two consecutive years without prior approval of or participation by
the Board in such change.
During the Change in Control Period, First of America or its
successor may not, without the officer's consent, reduce the officer's
compensation or change the officer's title or scope of responsibility
or relocate his or her principal office of employment. During the
thirteenth month following a change in control, the executive may
resign for any reason and receive the payments specified in the
Agreement. In the event an executive officer is terminated or resigns
following adverse action by First of America or its successor (in
accordance with the terms of the Agreement) or the executive resigns
for any reason during the thirteenth month following a change in
control, the officer is entitled to regular salary payments, target
incentive award payments under the Annual Incentive Plan, and
continuation in employee benefit plan coverages for a three-year
period following the termination, as well as payment of the Long-Term
Incentive Plan target award for a one year period.
All or a portion of the payments under the Management Continuity
Agreements following a change in control may constitute excess
parachute payments under Internal Revenue Code, Section 280G. Excess
parachute payments are subject to excise tax payable by the recipient
and are not deductible by the corporation. The Agreements provide
that in the event an excess parachute payment is payable to an
executive officer, First of America, or its successor, shall make an
additional payment to the executive so that the executive retains,
after taxes, an amount equal to the excise tax on the excess parachute
payment.
Before or after a change in control, following the officer's
death, the surviving spouse will continue to receive the regular
salary payments for one year. In the event the officer becomes
permanently disabled, the regular salary payments will be continued
through the six-month period beginning on the date salary continuation
payments under First of America's short term disability policy cease,
less any payments received during that period under First of America's
Long-Term Disability Plan. In addition, the officer will receive
benefits under the corporate dental and health plans for one year from
the date of the officer's permanent disability.
First of America has established a trust which will fund benefits
accruing under the Agreements and other benefit plans in the event of
a change in control of First of America.
Director Compensation
Directors receive an annual retainer of $26,000 plus $1,100 for
each Board and committee meeting attended. The chair of each
committee also receives an additional annual retainer of $3,000 per
year. Directors who are employees of First of America do not receive
additional compensation for service as directors. Of the annual
retainer, $13,000 is payable in equity compensation under the Director
Stock Compensation Plan.
Under the Director Stock Compensation Plan (the "Director Plan"),
approved by First of America's shareholders on April 16, 1997, the
Nominating and Compensation Committee of First of America's Board of
Directors (the "Committee") may, once each year, specify a portion of
annual retainer fees, meeting fees, committee fees or any other fees
for service on boards or designated committees, which is required to
be paid in a form of equity-based compensation. In every year, at
least 50 percent of Board retainer fees will be paid in equity-based
compensation. In addition, unless the Committee determines otherwise,
all directors may elect to receive their remaining fees in equity-
based compensation. Under the Director Plan, once the Committee has
specifies the required levels of equity-based compensation, it also
determines the forms of equity-based compensation in which each
director may be paid. The alternatives may include common stock,
stock options and deferred stock equivalents known as phantom stock,
and, in the case of required equity-based compensation only,
restricted stock. An election to receive phantom stock allows the
director to defer, on a pre-tax basis and until the director's
retirement, receipt of that portion of his or her compensation. All
equity compensation payments are based on the market price of First of
America common stock at the time the applicable fees are earned. For
1997, the designated equity based compensation was 50 percent of Board
retainer fees. The forms of equity based compensation available to
directors were common stock, stock options and phantom stock.
Pending Change in Control
First of America has entered into an Agreement and Plan of Merger
with National City Corporation ("NCC") pursuant to which First of
America will merge into NCC (the "Merger"). The Merger will
constitute a change in control of First of America for purposes of
certain of First of America's executive compensation arrangements
described above.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information, as of
December 31, 1997 (except where otherwise noted), as to the beneficial
ownership of the Registrant's common stock, par value $10.00 per
share, by (i) each person known by the Registrant to be the beneficial
owner of more than five percent of its common stock, (ii) each
director of the Registrant, (iii) each Named Executive Officer, and
(iv) all directors and executive officers of the Registrant as a
group. The information is based in part on information supplied by
such persons. Except as noted, the beneficial owners exercise sole
voting and investment powers over all shares shown.
Amount and Nature of Beneficial
Name of Beneficial Owner Ownership(1) Percent of Class
National City Corporation 17,343,561(2) 19.90(2)
1990 East Ninth Street
Cleveland, Ohio 44114
First of America Bank Corporation 5,102,941(3) 5.85(3)
Trust and Financial Service Division
211 South Rose Street
Kalamazoo, Michigan 49007
Jon E. Barfield(4) 6,472(5)(6) *
John W. Brown(4) 5,873 *
Richard F. Chormann(4)(7) 364,727(5)(8) *
Joseph J. Fitzsimmons(4) 3,460 *
Joel N. Goldberg(4) 174,402(6) *
Clifford L. Greenwalt(4) 27,737(5)(9) *
Robert L. Hetzler(4) 10,793(9) *
Dorothy A. Johnson(4) 33,505(8) *
Martha Mayhood Mertz(4) 3,632 *
Daniel R. Smith(4) 274,240(5)(8) *
Ley S. Smith(4) 2,454(5) *
James S. Ware(4) 8,496 *
William R. Cole(5) 159,733(8) *
Donald J. Kenney(5) 138,891(8)(9) *
Thomas W. Lambert(5) 143,216(5)(8) *
John B. Rapp(5) 135,982(8) *
Richard R. Spears(5) 114,428(8)(9) *
Richard V. Washburn(5) 104,681(5)(8) *
David B. Wirt(5) 134,395(8)(9) *
All Directors and Executive Officers as a Group 1,847,117(8) 2.12
(1) The numbers of shares presented include shares owned of record by
each person and shares which, under applicable regulations of the
Securities and Exchange Commission (the "Commission"), are deemed
to be beneficially owned by each person. Under these
regulations, a beneficial owner of a security includes any
person, who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares voting power or investment power with respect to the
security. Voting power includes the power to vote or to direct
the voting of the power with respect to the security. Voting
power includes the power to vote or to direct the voting of the
security. Investment power includes the power to dispose or to
direct the disposition of the security.
(2) Based on a Schedule 13D filed by NCC with the Commission on
December 9, 1997. NCC disclaimed beneficial ownership therein of
16,813,611 shares which are the subject of a Stock Option
Agreement, dated as of November 30, 1997, between it and the
Registrant (the "Option Agreement"). NCC's right to purchase the
shares covered by the Option Agreement is not currently
exercisable. The Option Agreement was entered into in connection
with the Merger Agreement pursuant to which the Registrant will
merge into NCC (see "Item 1. BUSINESS Merger Agreement").
(3) As of January 16, 1997, the shares shown were held in various
fiduciary capacities by First of America's affiliate banks and
trust companies. John B. Rapp, an executive of the Registrant,
serves as Chairman the Trust Oversight Committee of the
Registrant, which exercises oversight with respect to the trust
departments of First of America's affiliate banks and its
affiliate and trust companies. Shares as to which a First of
America affiliate has voting power are voted by a committee of
employees, none of whom are officers or directors of the
Registrant. The amount of the shares shown in which subsidiaries
with trust powers have sole voting power is 78,061 shares (0.09
percent of the outstanding common stock), sole investment power
is 3,551,228 shares (4.07 percent of the outstanding common
stock) and shared investment power is 1,551,713 shares (1.78
percent of the outstanding Common Stock). There was no shared
voting power.
(4) The person named is a director of the Registrant.
(5) The numbers shown include the following numbers of shares owned
by the named person's spouse (* denotes that the named person
disclaims beneficial ownership of the shares): Mr. Barfield, 376
shares*; Mr. Chormann, 5,204 shares*; Mr. Greenwalt, 11,245
shares*; Mr. D.R. Smith, 1,194 shares*; Mr. L.S. Smith, 2,250
shares*; Mr. Lambert, 5,000 shares; Mr. Washburn, 2,650 shares;
and Mr. Wirt, 78 shares*
(6) The numbers shown include the following numbers of shares owned
by the named person's immediate family members (other than
spouses; see note (5), above) (* denotes that the named person
disclaims beneficial ownership of the shares): Mr. Barfield, 50
shares; and Mr. Goldberg, 1,749 shares.
(7) The person named is an executive officer of the Registrant.
(8) The amounts shown include shares covered by currently exercisable
options held by the named person(s) as follows: Mr. Chormann,
310,175 shares; Ms. Johnson, 3,597 shares; Mr. D. R. Smith,
204,250 shares; Mr. Cole, 137,000 shares; Mr. Kenney, 124,125
shares; Mr. Lambert, 118,550 shares; Mr. Rapp, 107,750 shares;
Mr. Spears, 108,125 shares; Mr. Washburn, 98,075 shares; Mr.
Wirt, 107,750 shares; and all directors and executive officers as
a group, 1,319,397 shares.
(9) The numbers shown include the following numbers of shares owned
jointly by the named person with another and for which voting and
investment power is shared: Mr. Greenwalt, 2,325 shares; Mr.
Hetzler, 9,443; Mr. Kenney, 8,317 shares; Mr. Spears, 6,258
shares; and Mr. Wirt, 26,568 shares.
* Less than one percent (1%)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized.
FIRST OF AMERICA BANK CORPORATION
By: /s/ RICHARD F. CHORMANN
Richard F. Chormann
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s/ RICHARD F. CHORMANN Director, Chairman, March 25, 1998
Richard F. Chormann President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ THOMAS W. LAMBERT Executive Vice President March 25, 1998
Thomas W. Lambert and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
*DIRECTORS
Jon E. Barfield Dorothy A. Johnson Ley S. Smith
Joseph J. Fitzsimmons Robert L. Hetzler James S. Ware
Joel N. Goldberg Martha M. Mertz
Clifford L. Greenwalt Daniel R. Smith
*By: /s/ THOMAS W. LAMBERT March 25, 1998
Attorney in Fact