As filed with the Securities and Exchange Commission on March 7, 1997
Registration No.33-58908
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE INTERLAKE CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-3428543
(State of Incorporation) (I.R.S. Employer Identification No.)
550 Warrenville Road
Lisle, Illinois 60532
(Address of Principal Executive Offices)
1989 STOCK INCENTIVE PROGRAM
(Full Title of the Plan)
STEPHEN R. SMITH,
Vice President, Secretary and General Counsel
The Interlake Corporation
550 Warrenville Road, Lisle, Illinois 60532
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(630) 719-7204
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Throughout this amendment to registration statement "Issuer" or
"Registrant" means The Interlake Corporation.
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission by the Issuer are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (the "1995 10-K");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 29, 1996; and
(c) The Description of Capital Stock of the Company set forth as
Exhibit 28 to the Company's Annual Report on Form 10-K for the Fiscal Year
ended December 27, 1992 and any amendment or report filed for the purpose of
updating such description.
All 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 have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and
to be part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") sets forth provisions which define the extent to which a
corporation organized under the laws of Delaware may indemnify directors,
officers, employees and agents. Article Thirteenth of the Registrant's
Restated Certificate of Incorporation and Article III, Section 8, of the
Registrant's By-laws provide for the indemnification by the Registrant of
each person who is or was or had agreed to become a director, officer,
employee or agent of the Registrant, or, at the request of the Registrant,
a director, officer, employee or agent of another enterprise, against all
expenses and other amounts for which indemnification may be made under law.
Under the GCL, directors and officers as well as employees and individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits and proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation
as a derivative action) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
The Registrant also maintains directors' and officers' reimbursement
and liability (including fiduciary liability) insurance and has entered
into agreements with its directors and certain officers providing for
indemnification in certain events.
Item 8. Exhibits
The Exhibit Index is incorporated by reference into this Item 8 in its
entirety from the Exhibit Index attached hereto beginning at page 6 below.
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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons or 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 a 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.
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 Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle, State of Illinois, on
the 7th day of March, 1997.
THE INTERLAKE CORPORATION
By/s/ Stephen R. Smith
Stephen R. Smith
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 has been signed by the following person in the capacities
and on the date indicated.
Signature Title
Director, Chairman of the Board, President and
/s/ W. Robert Reum Chief Executive Officer Date:
W. Robert Reum (Principal Executive Officer) March 7, 1997
Vice President - Finance and Chief
Financial Officer Date:
/s/ Stephen Gregory (Principal Financial Officer March 7, 1997
Stephen Gregory
Controller and Chief Officer Date:
/s/ John P. Miller Accounting Officer March 7, 1997
John P. Miller
John A. Canning Jr. Director ) By: /s/ Stephen R. Smith
) Stephen R. Smith
James C. Cotting Director ) Attorney-In-Fact
)
John E. Jones Director ) Date: March 7, 1997
)
Frederick C. Langenberg Director )
)
Quentin C. McKenna Director )
)
William G. Mitchell Director )
)
Erwin E. Schulze Director )
* Powers of attorney authorizing Stephen R. Smith to sign this amendment
on behalf of the individuals named above have been filed with the
Securities and Exchange Commission.
EXHIBIT INDEX
Exhibit Number Item
4
Instruments Defining the Rights of Security Holders
4.1
Composite of the Registrant's Restated Certificate of
Incorporation as amended, incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement
on Form S-2, File No. 33-59003, as amended (the "1995
Debt S-2")
4.2
Bylaws of Registrant as amended and restated dated
August 23, 1990, incorporated by reference to Exhibit
3(b) of the Registrant's Annual Report on Form 10-K
for the year ended December 30, 1990 (the "1990 10-K")
4.3
Rights Agreement dated as of January 26, 1989 between
the Registrant and the First National Bank of Chicago,
as Rights Agent, (the "Rights Agreement") incorporated
by reference to Exhibit 2 of the Registrant's
Registration Statement on Form 8-A dated as of January
27, 1989
4.4
Amendment to Rights Agreement dated as of August
15,1989, incorporated by reference to Exhibit (a) of
the Company's Form 8 dated May 22, 1990
4.5
Amendment to Rights Agreement dated as of May 7, 1990,
incorporated by reference to Exhibit (b) of the
Company's Form 8 dated May 22, 1990
4.6
Form of Amendment to Rights Agreement, incorporated by
reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form S-2, File No. 33-46248,
as amended (the "Common Stock S-2")
4.7
Amendment to Rights Agreement dated as of April 13,
1994, incorporated by reference to Exhibit 7 of the
Company's Form 8-A/A dated April 19, 1994
4.8
Preferred Stock Purchase Agreement dated as of March
6, 1992 among the Registrant and the persons listed on
the Schedule of Purchasers attached thereto,
incorporated by reference to Exhibit 4.6 of the Common
Stock S-2
4.9
Revised Form of Registration Rights Agreement among
the Registrant and the parties listed on the signature
pages thereof, incorporated by reference to Exhibit
4.4 of the Registrant's Post-Effective Amendment No. 4
to the Registration Statement on Form S-2, File No.
33-37041 (the "IRN Post-Effective Amendment No. 4")
4.10
Form of Series 1 Junior Convertible Subordinated
Debenture, incorporated by reference to Exhibit 4.11
of the Common Stock S-2
4.11
Form of Series 2 Junior Convertible Subordinated
Debenture, incorporated by reference to Exhibit 4.12
of the Common Stock S-2
4.12
Series A-3 Preferred Stock Purchase Agreement dated as
of May 7, 1992 by and between the Registrant and the
persons listed on the signature pages thereto,
incorporated by reference to Exhibit 4.9 of the IRN
Post-Effective Amendment
No. 4
4.13
Form of Series 3 Junior Convertible Subordinated
Debenture (Exchange Debentures relating to the Series
A-3 Preferred Stock), incorporated by reference to
Exhibit 4.10 of the IRN Post-Effective Amendment No. 4
4.14
Stock Purchase Agreement dated November 2, 1989
between the Registrant and LaSalle National Bank,
trustee for The Interlake Corporation Employee Stock
Ownership Plan, incorporated by reference to Exhibit
10(v) of the Registrant's Annual Report on Form 10-K
for the year ended December 29, 1991 (the "1991 10-K")
4.15
The Interlake Corporation 1986 Stock Incentive
Program, as amended
4.16
The Interlake Corporation 1989 Stock Incentive
Program, as amended
5
Opinion of John M. O'Donnell, Corporate Counsel and Assistant
Secretary of the Registratnt, regarding the validity of the
shares offered.
23
Consents of Experts and Counsel
23.1
Consent of John M. O'Donnell (included in Exhibit 5)
23.2
Consent of Price Waterhouse LLP
24
Powers of Attorney
Exhibit 4.15
THE INTERLAKE CORPORATION
1986 STOCK INCENTIVE PROGRAM
(As amended April 23, 1992)
1. Purpose. The purpose of The Interlake Corporation 1986 Stock
Incentive Program (the "Program") is to attract and retain
outstanding individuals as officers and employees of The Interlake
Corporation and its subsidiaries (the "Corporation") and to furnish
incentives to such persons to increase profits by providing such
persons opportunities ("Benefits") to acquire shares of the
Corporation's common stock, $1 par value ("Common Stock"), or to
receive monetary payments, or both, on advantageous terms as herein
provided.
2. Administration. The Program will be administered by the
Compensation Committee Board of Directors of The Interlake
Corporation (the "Committee"). The Committee shall consist of not
less than three non-employee directors as the Board may designate
from time to time, all of whom shall be "disinterested persons"
within the meaning of Rule 16b-3 of the Securities and Exchange
Commission.
3. Participants. Participants in the Program will consist of such
officers or key employees of the Corporation as the Committee in its
sole discretion may designate from time to time to receive Benefits
hereunder. The Committee's designation of a participant in any year
shall not require the Committee to designate such person to receive
a Benefit in any other year, or, if so designated, to receive the
same type or amount of Benefit as in any other year, or as may be
received by any other participant in any year. The Committee shall
consider such factors as it deems pertinent in selecting participants
and in determining the type and amount of their respective Benefits,
including without limitation (i) the financial condition of the
Corporation; (ii) anticipated profits for the current or future
years; (iii) contributions of participants to the profitability and
development of the Corporation; (iv) the adequacy of the other
compensation of participants.
4. Types of Benefits. Benefits under the Program may be granted in
any one or a combination of (a) Stock Options, (b) Appreciation
Rights, and (c) Stock Awards, all as described below at Paragraphs
6-9 hereof, and shares of restricted stock if a restricted stock
purchase plan is adopted pursuant to Paragraph 10 hereof.
5. Shares. There is hereby reserved for issuance under the Program
an aggregate of 540,000 shares of Common Stock, subject to adjustment
in accordance with the provisions of Paragraph 16 hereof. Such of
original issuance or treasury shares or The number of shares issued
hereunder as Stock Awards shall not exceed 150,000, subject to
adjustment in accordance with any adjustment pursuant to Paragraph
16 hereof. If there is a lapse, expiration, termination or
cancellation of any Stock Option (otherwise than upon the exercise
of an Appreciation Right) or Appreciation Right prior to the
exercise thereof, or if shares are issued as a Stock Award and
thereafter are reacquired by the Corporation pursuant to rights
reserved upon issuance thereof, such shares may again be used for
new Benefits authorized under the Program. Shares covered by any
Stock Option surrendered upon the exercise of an Appreciation Right
shall not be available for the granting of further Benefits.
6. Definitions. As used in the Program,
(a) The term "Appreciation Right" means a right granted pursuant
to Paragraph 8 of the Program.
(b) The term "Date of Grant" means the date specified by the
Committee on which a grant of a Stock Option or Appreciation Right
or a grant of a Stock Award shall become effective (which date shall
not be earlier than the date on which the Committee takes action
with respect thereto).
(c) The term "Market Value per Share" means, at any date, the
average of the high and low price of the Common Stock on that date
(or, if there are no sales on that date, the last preceding date on
which there was a sale) on the New York Stock Exchange Composite
Transactions as report by The Wall Street Journal, corrected for
reporting errors.
(d) The term "Optionee" means the optionee named in an agreement
evidencing an outstanding Stock Option.
(e) The term "Option Right" means the right to purchase one share
of Common Stock upon exercise of a Stock Option granted pursuant to
Paragraph 7 of the Program.
(f) The term "Spread" means the excess of the Market Value per
Share of Common Stock on the date when an Appreciation Right is
exercised or deemed to be exercised over the option price provided
for in the related Option Right.
(g) The term "Stock Award" means an award of shares of Common
Stock (and accompanying cash award, if any) granted pursuant to
Paragraph 9 of the Program as to which any condition imposed thereon
has not been fulfilled or any limitation or restriction imposed
thereon has not lapsed.
(h) The term "Stock Option" means an option to purchase Common
Stock granted pursuant to Paragraph 7 of the Program.
7. Stock Options. The Committee may, from time to time and upon
such terms and conditions as it may determine, authorize the
granting to participants of options to purchase shares of Common
Stock. Each such grant may utilize any or all the authorizations,
and shall be subject to all of the limitations, contained in the
following provisions:
(a) Each grant shall specify the number of shares of Common Stock
to which it pertains.
(b) Each grant shall specify an option price per share not less
than the Market Value per Share on the Date of Grant.
(c) Each grant shall specify that the option price shall be
payable at the time of exercise (i) in cash or by check acceptable
to the Corporation, (ii) by the transfer to the Corporation of
shares of Common Stock having a value at the time of exercise equal
to the total option price, or (iii) by a combination of such
methods of payment.
(d) Successive grants may be made to the same participant whether
or not any Stock Options previously granted to such participant
remain unexercised.
(e) Each grant shall specify the period or periods of
continuous employment by the Optionee with the Corporation which
is necessary before a Stock Option or any installment thereof
will become exercisable.
(f) Stock Options granted under the Program may be (i) options
which are intended to qualify under particular provisions of the
Internal Revenue Code of 1954, as in effect from time to time, (ii)
options which are not intended to so qualify, or (iii) combinations
of the foregoing.
(g) No Stock Option shall be exercisable more than ten years from
the Date of Grant.
(h) Each grant of Stock Options shall be evidenced by an
agreement executed on behalf of the Corporation by any officer and
delivered to the Optionee and containing such terms and provisions,
consistent with the Program, as the Committee may approve.
(i) The aggregate fair market value (determined as of the Date of
Grant) of the stock for which any participant may be granted Stock
Options in any calendar year which are intended to qualify as
"incentive stock options" under Section 422A of the Internal Revenue
Code (under all plans of The Interlake Corporation and its parent
and subsidiary corporations, if any) shall not exceed $100,000 plus
any unused limit carryover to such year (such unused limit carryover
to be determined as provided in said Section 422A).
8. Appreciation Rights. The Committee may also authorize the
granting to any Optionee of Appreciation Rights in respect of Option
Rights granted hereunder. An Appreciation Right shall be a right of
the Optionee, exercisable by surrender of the related Option Right,
to receive from the Corporation an amount which shall be determined
by the Committee and shall be expressed as a percentage of the
Spread (not exceeding 100%) at the time of exercise. Each such grant
may utilize any or all of the authorizations, and shall be subject
to all of the limitations, contained in the following provisions:
(a) Any grant may (i) when granted specify that the amount payable
on exercise of an Appreciation Right may be p~id by the Corporation
in cash, in shares of Common Stock, or in any combination thereof,
or (ii) may either grant to the Optionee or retain in the Committee
the right to elect among those alternatives subsequent to the Date
of Grant.
(b) Any grant may specify that the amount payable on exercise of
an Appreciation Right (valuing shares of Common Stock for this
purpose at their Market Value per Share at the date of exercise) may
not exceed a maximum specified by the Committee at the Date of
Grant.
(c) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods, and shall provide that no
Appreciation Right may be exercised except at a time when the
related Option Right is also exercisable.
(d) Each grant shall specify that the Committee may at any time
amend, suspend or terminate the Appreciation Rights covered thereby
(provided that, in the case of an amendment, the amended
Appreciation Rights shall conform to the provisions of the Program).
(e) Each grant of an Appreciation Right shall be evidenced by a
notification executed on behalf of the Corporation by any officer
and delivered to the Optionee, which notification shall describe
such Appreciation Right, identifying the related Option
Right, state that such Appreciation Right is subject to all the
terms and conditions of the Program, and contain such other terms
and provisions, consistent with the Program, as the Committee may
approve.
9. Stock Awards. The Committee may from time to time and upon such
terms and conditions as it may determine, authorize the granting to
participants of Stock Awards. A Stock Award shall be a right of the
participant to receive from the Corporation a number of shares of
Common Stock of The Interlake Corporation specified by the
Committee, without monetary consideration. Each grant may utilize
any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each such grant shall specify the number of shares of Common
Stock to which it relates.
(b) Each such grant shall be subject to such conditions,
limitations, restrictions and other matters and shall be subject to
forfeiture or lapse in such circumstances, as the Committee may
prescribe.
(c) Each such grant shall specify the time or times at which the
Common Stock covered by such grant shall be delivered to the
participant.
(d) Any such grant may be accompanied by a cash award payable at
such times and in such amount (not exceeding 100% of the
compensation income recognized by the participant by reason of such
grant for federal, state and local income tax purposes) as the
Committee may determine.
(e) Each such grant shall specify that the Committee may at any
time amend, suspend or terminate the Stock Award (and accompanying
cash award, if any) covered thereby, provided that, in the case of
an amendment, the amended Stock Award (and accompanying cash award,
if any) shall conform to the provisions of the Program.
(f) Each grant of Stock Awards (and accompanying cash awards, if
any) shall be evidenced by a notification executed on behalf of the
Corporation by any officer and delivered to and accepted by the
participant, which notification shall describe the Stock Award (and
accompanying cash award, if any), state that the same is subject to
all of the terms and conditions of the Program, and contain such
other terms and provisions, consistent with the Program, as the
Committee may approve.
10. Restricted Stock Purchase Plan. The Committee is authorized
to adopt a restricted stock purchase plan providing for the transfer
of shares of Common Stock to officers and other key employees of the
Corporation at prices below the then current fair market value of
such shares in consideration for their services to the Corporation
and on terms and conditions which subject the participant's
interests in such shares to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Internal Revenue Code of
1954. Shares transferred pursuant to such restricted stock purchase
plan shall be subject to such other restrictions, limitations and
conditions as may be required by said Plan or as the Committee
believes to be appropriate, including, without limitation,
restrictions on the sale or other disposition of such Common Stock
and rights of the Corporation to reacquire such Common Stock upon
termination of the participant's employment within specified
periods.
11. Limitation on Transferability. No Stock Option,
Appreciation Right or share of Common Stock subject to forfeiture
or other restriction of the kind described in Paragraph 9(b) or
in any restricted stock purchase plan adopted hereafter shall be
transferable otherwise than by will or the laws of descent and
distribution, and any such Benefit shall be exercisable during
the lifetime of the participant to whom such Benefit has been
granted only by him or by his guardian or legal representative,
and after such participant's death shall be exercisable only by
his legal representative.
12. Other Provisions. The award of any Benefit under the
Program may also be subject to other provisions (whether or not
applicable to the Benefit awarded to any other participant) as
the Committee determines appropriate, including, without
limitation, restrictions on resale or other disposition, such
provisions as may be appropriate to comply with federal and state
securities laws and stock exchange requirements, and
understandings or conditions as to the participant's employment
in addition to those specifically provided for under the Program.
13. Manner of Action by the Corporation. The Secretary of The
Interlake Corporation (or such other officer as the Chief
Executive Officer of The Interlake Corporation may from time to
time designate) shall supervise the maintenance of records for
all participants in the Program. Any determination of such
officer, if approved by the Committee, shall be binding and
conclusive for all purposes.
14. Taxes. The Corporation shall be entitled if necessary or
desirable to withhold, or secure payment from the participant in
lieu of withholding, the amount of any local, state or federal
withholding or other tax due from the Corporation attributable to
any amount payable or shares deliverable under the Program after
giving the person entitled to receive such amount of shares notice
as far in advance as reasonably practicable, and the Corporation
may defer making payment or delivery if any such tax may be pending
unless and until indemnified to its satisfaction.
15. Tenure. A participant's right, if any, to continue to serve
the Corporation as an officer or employee shall not be enlarged or
otherwise affected by the establishment of the Program or his
designation as a participant.
16. Adjustment Provisions. (a)If the Corporation shall at any
time change the number of issued shares of Common Stock without new
consideration to the Corporation (such as by stock dividends, stock
splits or stock combinations), the total number of shares reserved
for issuance under the Program and the number of shares covered by
each outstanding Benefit shall be adjusted so that the aggregate
consideration payable to the Corporation and the value of each such
Benefit shall not be changed. Benefits may also contain provisions
for their continuation or for other equitable adjustments after
changes in the Common Stock resulting from reorganization, sale,
merger, consolidation or similar occurrence.
(b) Notwithstanding any other provision of the Program, and
without affecting the number of shares reserved or available
hereunder, the Committee may authorize the issuance or assumption
of Benefits in connection with any merger, consolidation,
acquisition of property or stock, or reorganization upon such terms
and conditions as it may deem appropriate.
17. Amendment and Termination of Benefits and the Program.
(a) The Committee may amend the Program from time to time or
terminate the Program at any time. However, except for adjustments
expressly provided for herein, no amendment may increase the number
of shares issuable under the Program or change the class of persons
eligible, as defined in Paragraph 3 hereof, to participate in the
Program. No benefit shall be granted pursuant to the Program more
than 10 years after the date of ratification and approval of the
Program by the stockholders of the Corporation.
(b) The Committee may, with the concurrence of the affected
Optionee, amend or cancel any agreement evidencing Stock Options
granted under this Plan. In the event of cancellation, the
Committee may authorize the granting of new Stock Options (which
may or may not cover the same number of shares which had been the
subject of the prior agreement) in such manner, at such option
price, and subject to the same terms, conditions and discretions,
as under the Program would have been applicable had the cancelled
Stock Options not been granted.
(c) In case of termination of employment by reason of death,
disability or retirement under a retirement plan of the Corporation
of a participant who holds a Stock Option or Appreciation Right not
immediately exercisable in full, or any Stock Award or Restricted
Stock as to which such condition, limitation, restriction or
substantial risk of forfeiture has not lapsed, the Committee may,
in its sole discretion, accelerate the time at which such Stock
Option or Appreciation Right may be exercised or the time at which
such condition, limitation, restriction or substantial risk of
forfeiture will lapse.
18. Effective Date. The Program shall become effective on the
date on which the Plan of Reorganization contemplated by the Proxy
Statement/Prospectus of Interlake, Inc. dated March 26, 1986 is
effectuated.
Exhibit 4.16
THE INTERLAKE CORPORATION
1989 STOCK INCENTIVE PROGRAM
(As amended April 23, 1992)
1. Purpose. The purpose of The Interlake Corporation 1989 Stock
Incentive Program (the "Program") is to attract and retain outstanding
individuals as directors, officers and employees of The Interlake
Corporation and its subsidiaries (the "Corporation") and to furnish
incentives for superior performance by providing such persons
opportunities ("Benefits") to acquire shares of The Interlake
Corporation's common stock, $1 par value, or any security into which
such shares may be changed by reason of any transaction or event of the
type described in Paragraph 15(a) hereof ("Common Stock"), on
advantageous terms as herein provided.
2. Administration. The Program will be administered by the
Compensation Committee of the Board of Directors of The Interlake
Corporation (the "Committee"). The Committee shall consist of not less
than three non-employee directors as the Board may designate from time
to time, all of whom shall be "disinterested persons" within the
meaning of Rule 16b-3 of the Securities and Exchange Commission.
3. Participants. Outside Directors shall participate only to the
extent provided in Paragraphs 15(a), 17 and the Appendix. Other
participants in the Program will consist of such officers or key
employees of the Corporation (or any person who has agreed to commence
serving in any of such capacities within 90 days following the granting
of Benefits to such person) as the Committee in its sole discretion may
designate from time to time to receive Benefits hereunder. The
Committee's designation of a participant at any time shall not require
the Committee to designate such person to receive a Benefit at any
other time, or, if so designated, to receive the same type or amount
of Benefit at any other time, or as may be received by any other
participant at any time. The Committee shall consider such factors as
it deems pertinent in selecting participants and in determining the
type and amount of their respective Benefits.
4. Types of Benefits. Benefits under the Program may be granted in
any one or a combination of (a) Stock
Options, (b) Stock Awards, and (c) Shares in Lieu of Certain
Cash Payments, all as described below in Paragraphs 6 through 9
hereof.
5. Shares Reserved Under the Program. There is hereby reserved for
issuance under the Program an aggregate of 1,600,000 shares of Common
Stock, subject to adjustment in accordance with the provisions of
Paragraph 15(a) hereof. Such shares may be shares of original issuance
or treasury shares or a combination thereof. If there is a lapse,
expiration, termination or cancellation of any Stock Option prior to
the exercise thereof, or if shares are issued as a Stock Award and
thereafter are reacquired by the Corporation pursuant to rights
reserved upon issuance thereof, such shares may again be used for new
Benefits authorized under the Program.
6. Definitions. As used in the Program,
(a) The term "Date of Grant" means the date specified by the
Committee on which a grant of a Stock Option, Shares in Lieu of Certain
Cash Payments, or a Stock Award shall become effective (which date
shall not be earlier than the date on which the Committee takes action
with respect thereto).
(b) The term "Shares in Lieu of Certain Cash Payments" means
shares of Common Stock granted pursuant to Paragraph 9 hereof.
(c) The term "Market Value per Share" means, at any date, the average
of the high and low price of the Common Stock on that date (or, if
there are no sales on that date, the last preceding date on which there
was a sale) on the New York Stock Exchange Composite Transactions as
reported by The Wall Street Journal, corrected for reporting errors.
(d) The term "Optionee" means the optionee named n an agreement
evidencing an outstanding Stock Option.
(e) The term "Option Price" means the purchase price per share
payable on exercise of an Option Right.
(f) The term "Outside Director" means a director of The Interlake
Corporation who is not an officer or employee of the Corporation. If
a director ceases to be an officer or employee of the Corporation but
continues to be a director, he shall thereupon become an Outside
Director.
(g) The term "Stock Award" means an award of shares of Common Stock
granted pursuant to Paragraph 8 of the Program.
(h) The term "Stock Option" means an option to purchase Common Stock
granted pursuant to Paragraph 7 of the Program.
7. Stock Options. The Committee may, from time to time and upon such
terms and conditions as it may determine, authorize the granting to
participants of options to purchase shares of Common Stock. Each such
grant may utilize any or all the authorizations, and shall be subject
to all of the limitations, contained in the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to
which it pertains.
(b) Each grant shall specify an Option Price not less than the Market
Value per Share on the Date of Grant.
(c) Each grant shall specify that the Option Price shall be payable
at the time of exercise in cash or by check acceptable to the
Corporation. Any grant may also provide for payment of the Option Price
by the transfer to the Corporation of (i) shares of Common Stock having
a value at the time of exercise equal to the total Option Price or (ii)
a combination of cash and shares of Common Stock having a combined
value equal to the total Option Price.
(d) Successive grants may be made to the same participant whether or
not any Stock Options previously granted to such participant remain
unexercised.
(e) Each grant shall specify the period or periods of continuous
employment by the Optionee with the Corporation which is necessary
before a Stock Option or any installment thereof will become
exercisable. The Committee shall have authority to cause a grant to
provide that the exercise of a Stock Option or any installment thereof
will be accelerated for any reason stated therein.
(f) Stock Options granted under the Program may be (i) options which
are intended to qualify under particular provisions of the Internal
Revenue Code of 1986, as in effect from time to time ("Code"),(ii)
options which are not intended to so qualify, or (iii) combinations of
the foregoing.
(g) No Stock Option shall be exercisable more than ten years
from the Date of Grant.
(h) No Stock Option shall be granted November 20, 1999.
(i) Each grant of Stock Options shall be evidenced by an
agreement executed on behalf of the Corporation by an officer
thereof and delivered to the Optionee and containing such terms
and provisions, consistent with the Program, as the Committee
approve.
8. Stock Awards. The Committee may from time co time and upon
such terms and conditions as it may determine, authorize the
granting to participants of Stock Awards. A Stock Award shall be a
right of the participant to receive from the Corporation a number of
shares of Common Stock of The Interlake Corporation specified by the
Committee, without monetary consideration. Each grant may utilize
any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each such grant shall specify the number of shares of Common
Stock to which it relates.
(b) Each such grant shall be subject to such conditions,
limitations, restrictions and other matters, and shall be subject
to forfeiture or lapse in such circumstances, as the Committee may
prescribe; provided, however, that all or a portion of the shares
of Common Stock covered by such grant shall be subject, for a
period to be determined by the Committee at the Date of Grant, to
a substantial risk of forfeiture within the meaning of Section 83
of the Code or any successor or substitute provision thereof and
of the regulations issued thereunder. The Committee shall have
authority to cause a grant of Stock Award to provide that such
Stock Award or any installment thereof will be accelerated for any
reason stated therein.
(c) Each such grant shall specify the time or times at which the
Common Stock covered by such grant shall be delivered to the
participant.
(d) Each such grant shall specify that the Committee may at any
time amend, suspend or terminate the Stock Award covered thereby,
provided that, in the case of an amendment, the amended Stock Award
shall conform to the provisions of the Program.
(e) Each grant of a Stock Award shall be evidenced by a written
notification executed on behalf of the Corporation by an officer
thereof and delivered to and accepted by the participant, which
notification shall describe the Stock Award, state that the same
is subject to all of the terms and conditions of the Program, and
contain such other terms and provisions, consistent with the
Program, as the Committee may approve.
9. Shares in Lieu of Certain Cash Payments. The Committee may also
authorize the granting of shares of Common Stock in lieu of cash which
would otherwise be payable as a bonus, pursuant to any incentive
compensation plan or otherwise, to officers and key employees of the
Corporation. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) The proportion of any such bonus to be paid in shares of Common
Stock shall be as determined by the Committee.
(b) The number of whole shares to be delivered in lieu of cash shall
be determined by dividing the value of the portion of the bonus to be
paid in shares of Common Stock by the Market Value per Share as of a
date selected by the Committee. The value of fractional shares shall
be added to the cash portion of the bonus.
(c) None of the shares of Common Stock granted pursuant to this
Paragraph 9 shall be subject to a substantial risk of forfeiture within
the meaning of Section 83 of the Code or any successor or substitute
provision thereof and of the regulations issued thereunder.
(d) Each grant of shares in lieu of cash payments shall be evidenced
by a written notification executed on behalf of the Corporation by an
officer thereof and delivered to the participant.
(e) Except to the extent provided in this Paragraph 9, no cash bonus,
whether payable pursuant to an incentive compensation plan or
otherwise, shall constitute a part of the Program or be affected by the
Program.
10. Limitation on Transferability. No Stock Option or share of Common
Stock which is subject to forfeiture or other restriction of the kind
described in Paragraph 8(b) shall be transferable otherwise than by
will or the laws of descent and distribution, and any such Benefit
shall be exercisable during the lifetime of the participant to whom
such Benefit has been granted only by him or by his guardian or legal
representative, and after such participant's death shall be exercisable
only by his legal representative.
11. Other Provisions. The award of any Benefit under the Program may
also be subject to other provisions (whether or not applicable to the
Benefit awarded to any other participant) as the Committee determines
appropriate, including, without-t limitation, restrictions on resale
or other disposition, such provisions as may be appropriate to comply
with federal and state securities laws and stock exchange requirements,
and understandings or conditions as to the participant's employment,
in addition to those specifically provided for under the Program.
12. Manner of Action by the Corporation. The Secretary of The
Interlake Corporation (or such other officer as the Chief Executive
Officer of The Interlake Corporation may from time to time designate)
shall supervise the maintenance of records for all participants in the
Program. Any determination of such officer, if approved by the
Committee, shall be binding and conclusive for all purposes.
13. Taxes. The Corporation shall be entitled if necessary or
desirable to withhold, or secure payment from the participant in lieu
of withholding, the amount of any local, state or federal withholding
or other tax due from the Corporation attributable to any shares
deliverable under the Program after giving the person entitled to
receive such amount of shares notice as far in advance as reasonably
practicable, and the Corporation may defer making delivery if any such
tax may be pending unless and until indemnified to its satisfaction.
14. Tenure. A participant's right, if any, to continue to serve the
Corporation as an officer or employee shall not be enlarged or
otherwise affected by the establishment of the Program or his
designation as a participant.
15. Adjustment Provisions. (a) The Committee shall make or provide
for such adjustments in the number of shares of Common Stock covered
by outstanding Stock Options granted hereunder, in the Option Price
applicable to such Stock Options, and in the kind of securities covered
thereby, as the Committee in its sole discretion, exercised in good
faith, determines is equitably required to prevent dilution or
enlargement of the rights of Optionees that otherwise would result from
(a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the
Corporation, or (b) any merger, consolidation, spin-off,
reorganization, partial or complete liquidation, repurchase or exchange
of shares, issuance of rights or warrants to purchase securities, or
(c) any other corporate transaction or event having an effect similar
to any of the foregoing. The Committee shall also make or provide for
such adjustments in the number of shares reserved for issuance as
specified in Paragraph 5 of the Program as the Committee in its sole
discretion, exercised in good faith, determines is appropriate to
reflect any transaction or event described in the preceding sentence.
(b) Notwithstanding any other provision of the Program, and without
affecting the number of shares reserved or available hereunder, the
Committee may authorize the issuance or assumption of Benefits in
connection with any merger, consolidation, acquisition of property or
stock, or reorganization appropriate.
16. Amendment and Termination of Benefits and the Program. (a) The
Committee may amend the Program from time to
time or terminate the Program at any time. However, except for
adjustments expressly provided for herein, no amendment may
increase the number of shares issuable under the Program or
change the class of persons eligible, as defined in Paragraph 3 hereof,
to participate in the Program. No Benefit shall be
granted pursuant to the Program after November 20, 1999.
(b) The Committee may, with the concurrence of the affected Optionee,
amend or cancel any agreement evidencing Stock Options granted under
this Plan. In the event of cancellation, the Committee may authorize
the granting of new Stock Options (which may or may not cover the same
number of shares which had been the subject of the prior agreement) in
such manner, at such Option Price, and subject to the same terms,
conditions and discretions, as under the Program would have been
applicable had the cancelled Stock Options not been granted.
(c) In case of termination of employment by reason of death,
disability or retirement under a retirement plan of the Corporation of
a participant who holds a Stock Option not immediately exercisable in
full, or any Stock Award as to which a condition, limitation,
restriction or substantial risk of forfeiture has not lapsed, the
Committee may, in its sole discretion, accelerate the time at which
such Stock Option may be exercised or the time at which such condition,
limitation, restriction or substantial risk of forfeiture will lapse.
17. Grant of Stock Awards to Outside Directors. Upon approval of the
Program by a majority of the outstanding shares of The Interlake
Corporation present or represented at the 1990 Annual Meeting of
Shareholders, or any adjournment or adjournments thereof, each director
of The Interlake Corporation who is then an Outside Director
(collectively, "Current Outside Directors") shall be granted a stock
award, substantially as set forth in the Appendix attached hereto and
made a part hereof, A person who thereafter becomes an Outside Director
("New Outside Director") will, upon becoming an outside Director,
receive a stock award consisting of (i) a pro-rata number of shares to
be earned out by Current Outside Directors (in the absence of any
forfeitures) in the April-to-April year in which the New Outside
Director first becomes an Outside Director and (ii) the number of
shares to be earned out by Current Outside Directors (in the absence
of any forfeitures) immediately prior to the date duly established for
each of The Interlake Corporation's annual meetings of shareholders to
be held in each succeeding year through 1995. The number of shares
granted to each New Outside Director shall be adjusted so as to
equitably give effect to any dividend paid in common stock or other
event described in Paragraph 15(a) hereof.
18. Effective Date. The Program shall become effective on November
21, 1989. If the Program is not approved by the affirmative vote of a
majority of the shares present or represented and entitled to vote at
the 1990 Annual Meeting of Shareholders of The Interlake Corporation
(or any adjournment thereof), any Benefits theretofore granted pursuant
to the Program shall be forfeited, notwithstanding any other provision
of the Program or notification or agreement issued thereunder.
APPENDIX
THE INTERLAKE CORPORATION
GRANT OF STOCK AWARD
(Outside Directors)
Dated as of
To:
Pursuant to The Interlake Corporation's 1989 Stock Incentive Program
(the "Program") you have been granted by the Board of Directors (the
"Board") of The Interlake Corporation (hereinafter sometimes referred to as
"the Corporation") a stock award, effective the above date, of *3,000
shares of the $1.00 par value common stock of The Interlake Corporation,
such stock award to be subject also to the following terms
and conditions:
1. Grant of Stock Award
(a) *As soon as practicable after you have executed this stock award
and the documents described in Paragraph 1(b) below, and returned the same
to the Secretary of the Corporation, the Corporation will cause to be
issued in your name the number of shares covered by this stock award
represented by five (5) stock certificates, each representing six hundred
(600) shares, and will physically deliver such certificates to you as
promptly as possible as they become earned out and deliverable under
Paragraph 3 of this Stock Award.
(b) The documents referred to in Paragraph 1(a) are irrevocable stock
powers to facilitate the transfer of any or all of the stock covered by
this stock award to the Corporation (or its assignee or nominee), if
appropriate or required under the terms of this stock award under which
such shares are issued or applicable laws or regulations.
2. Issue of Stock Award - Limits on Transfer
Physical custody of the stock certificates representing the shares
covered by this stock award will be in the Corporation's possession subject
to the removal or release of restrictions on transfer thereof, as provided
in Paragraph 3 hereof. You expressly agree that you will not sell, assign,
transfer, pledge, or otherwise make any disposition of, or make any attempt
to do so, the shares subject to this stock award, except as to such shares,
if any, which are covered by this stock award and which are represented
by one or more stock certificates duly delivered to you.
*This sub-paragraph applies to outside directors in office when stock
awards are first granted. The number of shares granted and the number of
certificates issued to New Outside Directors (defined in the Program) will
be determined in accordance with Paragraph 17 of the Program.
3. Earn Out of Stock Award
(a) Provided that you are then a director of the Corporation, the
restrictions on disposition of the shares covered by this stock award
(except those that may be imposed by law) shall lapse as follows: twenty
per cent (20%) of such shares shall become deliverable to you immediately
prior to the date duly established for each of the annual meetings of the
Corporation's shareholders to be held in 1991, 1992, 1993, 1994 and 1995.
(b) The restrictions on your unearned shares shall lapse and all shares
not theretofore delivered to you shall become deliverable as of the date on
which you cease to be a director of the Corporation by reason of your death
or disability. If you cease to be an outside director of the Corporation
for any other reason, and sub-paragraph (c) has not become applicable,
restrictions on the installment which would become deliverable immediately
prior to the next annual meeting if you were then an outside director shall
lapse on a pro-rata number of shares.
(c) The restrictions on your unearned shares shall lapse and all shares
not theretofore delivered to you shall become deliverable as of the date on
which a "Change in Control" occurs. The term "Change in Control" shall
mean the occurrence at any time of any of the following events:
(i) The Corporation is merged or consolidated or reorganized into
or with another corporation or other legal person and as a result of such
merger, consolidation or reorganization less than 75% of the outstanding
voting securities or other capital interests of the surviving, resulting or
acquiring corporation or other legal person are owned in the aggregate by
the stockholders of the Corporation immediately prior to such merger,
consolidation or reorganization;
(ii) The Corporation sells all or substantially all of its business
and/or assets to any other corporation or other legal person, less than 75%
of the outstanding voting securities or other capital interests of which
are owned in the aggregate by the stockholders of the Corporation, directly
or indirectly, immediately prior to or after such sale;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report) each as promulgated pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") disclosing that
any person (as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of 25% or more of the issued
and outstanding shares of voting securities of the Corporation; or
(iv) During any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the
Corporation cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the Company's
stockholders, of each new director of the Corporation was approved by a
vote of at least two-thirds of such Directors of the Corporation then still
in office who were directors of the Corporation at the beginning of any
such period.
(d) As promptly as reasonably possible after each date on which
restrictions on your unearned shares shall lapse, the Corporation will
physically deliver to you the stock certificate representing the number of
shares as to which restrictions have lapsed and will destroy the stock
powers referred to in Paragraph 1(b) hereof relating to the shares so
delivered; provided, however, that none of the stock subject to this award
shall be deliverable to you, unless and until all necessary requirements of
state and federal securities laws and regulations have been met.
4. Rights As A Shareholder
Subject to the limitations, conditions, and restrictions on transfer
imposed by this stock award, it is recognized that you will be treated as
the owner of the stock covered by this Grant of Stock Award as follows:
(a) You shall be entitled to receive all dividends, whether in cash,
stock or in any other form, payable with respect to such unearned shares;
if payable in stock, any such dividend shall be subject to all restrictions
applicable to the stock with respect to which such dividend is paid.
(b) You shall be entitled to vote all such unearned shares in respect
to any question with respect to which a vote of stockholders is required or
solicited.
Such rights shall immediately lapse in the event any shares are
forfeited or lapsed as provided in Paragraphs 5 or 6 hereof.
5. Amendment, Cancellation and Termination of Grant
The Board may at any time amend, suspend or terminate this stock award,
provided that, in the case of an amendment, the amended stock award shall
not materially increase the benefits to you under this stock award.
6. Additional Restrictions On This Grant
As to any shares of stock not delivered (or as to which the date of
delivery as determined under Paragraph 3 hereof has not occurred) to you
pursuant to Paragraph 3 of this grant of stock award, any and all of your
rights shall cease and terminate, and the Corporation shall be fully
entitled, legally and beneficially, to any of such stock not then delivered
or deliverable, if you cease to be a director of the Corporation for any
reason, provided, however, that if you cease to be a director for any of
the reasons set forth in Paragraph 3(b), the number of shares deliverable
upon the happening of each event described in Paragraph 3(b) will be
delivered as promptly as possible.
7. Miscellaneous Provisions
(a) Your rights and interests under this stock award may not be
assigned or transferred except, in the case of your death, to your
beneficiary or, in the absence of such designation, by will or the laws of
descent and distribution.
(b) You, by your acceptance of this grant of stock award acknowledge
that you agree to accept and to be bound by all of the terms and conditions
of this stock award, including, without limitation, the right of the Board
to amend, cancel, suspend or terminate this grant of stock award in whole
or in part, on behalf of yourself and your heirs and assigns.
(c) The number of shares which have not been earned out pursuant to
Paragraph 3 are subject to adjustment by the Board of Directors of the
number of shares subject to restrictions on transfer and the kinds of
securities into which such restricted shares may be converted or exchanged
upon the happening of any event described in Paragraph 15(a) of the
Program.
Stock Award Granted By
THE INTERLAKE CORPORATION
By
AGREED AND ACCEPTED
Signed:
Date:
Exhibit 5
March 7, 1997
The Board of Directors of
The Interlake Corporation
550 Warrenville Road
Lisle, Illinois 60532
Re: 1989 Stock Incentive Program
Gentlemen:
I am Corporate Counsel and Assistant Secretary
of The Interlake Corporation, a Delaware corporation
(the "Company") and as such I am familiar with the
circumstances surrounding the adoption and
administration of the Company's 1989 Stock Incentive
Program (the "Plan"). In my capacity as counsel, I, or
a member of the Company's legal department, have
examined the originals, or certified, conformed or
reproduction copies of all records, agreements,
instruments and documents, and have reviewed such
matters of law as I have deemed necessary for purposes
of this opinion, and based thereupon I am of the
opinion that the shares of the Company's Common Stock,
par value $1.00 per share (not to exceed 1,600,000
shares), that may be issued and sold pursuant to the
Plan will be, when issued and sold in accordance with
the Plan and upon the Company's receipt of legal
consideration therefor, duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion
as Exhibit 5 to Amendment No. 1 to the Company's
Registration Statement on Form S-8 (No. 33-58908).
Very truly yours,
/s/John M. O'Donnell
John M. O'Donnell
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Amendment No. 1 to Registration Statement on Form
S-8 (Nos. 33-58908 and 33-11428), of our report
dated January 24, 1996, which appears on page 18 of the 1995 Annual
Report to Shareholders of The Interlake Corporation,
which is incorporated in The Interlake Corporation's
Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the incoporation by reference of our
report on the Financial Statement Schedules, which appears on page 22 of such
Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 7, 1997
Exhibit 24
DIRECTORS OF
THE INTERLAKE CORPORATION
POWER OF ATTORNEY
The undersigned directors of The Interlake Corporation ("Company")
hereby constitute and appoint W. Robert Reum, Stephen Gregory and Stephen
R. Smith, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to sign and
file under the Securities Act of 1933, as amended, (i) one or more
amendments to the Company's registration statements on Form S-8 relating to
the registration of shares of common stock, par value $1, of the Company to
be issued pursuant to stock options which have been granted under the
Company's 1989 Stock Incentive Program, (ii) one or more registration
statements on Form S-8 relating to the registration of shares of common
stock, par value $1, of the Company to be issued pursuant to stock options
which may in the future be granted under the Company's 1989 Stock Incentive
Program, (iii) any and all amendments and exhibits thereto, including
post-effective amendments, and (iv)any and all applications or other
documents to be filed with the Securities and Exchange Commission
pertaining to such registration statements or amendments, with full power
and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney and any of them and any such
substitute.
EXECUTED this 27th day of February, 1997.
/s/ John A. Canning /s/ James C. Cotting
John A. Canning, Director James C. Cotting, Director
/s/ John E. Jones /s/ Frederick C. Langenberg
John E. Jones, Director Frederick C. Langenberg, Director
/s/ Quentin C. McKenna /s/ William G. Mitchell
Quentin C. McKenna, Director William G. Mitchell, Director
/s/ Erwin E. Schulze
Erwin E. Schulze, Director