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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-4075
GREAT WESTERN FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1913457
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9200 OAKDALE AVENUE, 91311-6519
CHATSWORTH, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 775-3411
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $1 par value (and accompa- New York Stock Exchange
nying Preferred Stock Purchase Rights) Pacific Exchange, Inc.
London Stock Exchange
8.30% Cumulative Preferred Stock, $1 par
value New York Stock Exchange
8 1/4% Trust Originated Preferred Securi- New York Stock Exchange
ties of Great Western Financial Trust I
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. [X]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant as of February 28, 1997: $6,024,275,048.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of February 28, 1997: 137,563,165.
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PART III
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings assigned to such terms in Great Western's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The Great Western Board is divided into three classes: Class I, Class II and
Class III. Generally, each director (other than those elected to fill
vacancies on the Great Western Board) serves until the date of the third
annual meeting following his or her election and until his or her successor is
elected and qualified. The term of office for each of the Class II, Class III
and Class I directors ends on the date of the annual meetings in 1997, 1998
and 1999, respectively, and the election and qualification of their respective
successors occurs on the same dates.
SHARES OWNED
FIRST YEAR BENEFICIALLY AT
NAME AGE PRINCIPAL OCCUPATION ELECTED MARCH 31, 1997(1)
---- --- -------------------- ---------- -----------------
CLASS II DIRECTORS
John V. Giovenco 60 Consultant 1985 41,250(4)
Firmin A. Gryp 69 Retired, formerly 1982 103,644(2)
Executive Vice
President, Great
Western
James F. Montgomery 62 Chairman and former 1975 680,488(3)
Chief Executive
Officer, Great Western
Alberta E. Siegel 66 Professor Emerita of 1976 25,000(4)
Psychology, Stanford
University School of
Medicine
CLASS III DIRECTORS
Stephen E. Frank 55 President and Chief 1993 10,750(5)
Operating Officer,
Edison International, a
public utility company
Enrique Hernandez, 41 President, Inter-Con 1993 9,250(5)
Jr. Security Systems, Inc.,
a worldwide provider of
security and facility
support services
John F. Maher 53 President and Chief 1976 611,762(6)
Executive Officer,
Great Western
Willis B. Wood, Jr. 62 Chairman and Chief 1990 16,750(7)
Executive Officer,
Pacific Enterprises,
the holding company of
Southern California Gas
Company
CLASS I DIRECTORS
David Alexander 64 President Emeritus and 1973 22,675(4)
Trustees' Professor,
Pomona College
H. Frederick Chris- 63 Consultant 1984 26,250(4)
tie
Charles D. Miller 69 Chairman and Chief 1981 30,460(8)
Executive Officer,
Avery Dennison
Corporation, a
manufacturer of self-
adhesive materials and
office products
110
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(1) Certain directors share with their spouses voting and investment powers
with respect to these shares. The percentage of shares beneficially owned
by any director does not exceed one percent of the outstanding shares of
Great Western Common Stock.
(2) Includes 21,250 shares subject to options granted to this director under
the 1988 Stock Option and Incentive Plan which are exercisable within 60
days of May 9, 1997 and 112 shares held by the trustee under the Employee
Savings Incentive Plan.
(3) Includes 570,600 shares subject to options exercisable within 60 days of
May 9, 1997 and 945 shares held by the Trustee under the Employee Savings
Incentive Plan.
(4) Includes 21,250 shares subject to options granted to this director under
the 1988 Stock Option and Incentive Plan which are exercisable within 60
days of May 9, 1997.
(5) Includes 8,750 shares subject to options granted to this director under
the 1988 Stock Option and Incentive Plan which are exercisable within 60
days of May 9, 1997.
(6) Includes 396,137 shares subject to options exercisable within 60 days of
May 9, 1997 and 25 shares held by the trustee under the Employee Savings
Incentive Plan.
(7) Includes 16,250 shares subject to options granted to this director under
the 1988 Stock Option and Incentive Plan which are exercisable within 60
days of May 9, 1997.
(8) Includes 18,750 shares subject to options granted to this director under
the 1988 Stock Option and Incentive Plan which are exercisable within 60
days of May 9, 1997.
Mr. Giovenco is a consultant and former President and Director of ITT
Sheraton Corporation which he joined in 1993. Previously he was an officer and
director of Hilton Hotels Corporation serving in various capacities since
1972, including serving as the President of the Hilton Gaming Division from
1986 to 1993. He was formerly a partner at Pannel Kerr Forster, Certified
Public Accountants. Mr. Giovenco is a graduate of Loyola University in
Chicago, Illinois. He serves on the Board of Trustees of the University of
Nevada, Las Vegas Foundation and American Institute of Certified Public
Accountants and is the Former Chairman of the Nevada Resort Association. Mr.
Giovenco, a director since 1985, advised the Company in late 1996 that he
would not stand for reelection to the Great Western Board.
Mr. Gryp retired from his position as Executive Vice President of Great
Western and its principal subsidiary, GWB, in 1987. He began his savings and
loan career at Salinas Valley Savings-Loan Association in 1950. He was named
Executive Vice President and Managing Officer of that association in 1952, a
position he held until the association merged with Palo Alto Savings and Loan
Association (later known as Northern California Savings, a Federal Savings and
Loan Association ("NCS")) in 1969. Mr. Gryp was President, Managing Officer
and a Director of NCS after that merger. He has served as President and as a
Director of the Western League of Savings Institutions. He is Vice President
and Director of the Community Foundation of Monterey County and President of
Public Recreation Unlimited.
Mr. Montgomery is Chairman of the Great Western Board, a position he has
held since 1981. He served as Chief Executive Officer of the Company from 1979
until his retirement on December 28, 1995. Prior to becoming Chief Executive
Officer, he served as a Director and President of the Company beginning in
1975, and as Chief Operating Officer from 1975-1979. Mr. Montgomery commenced
his savings and loan career in 1960 with Great Western. Before rejoining Great
Western, he was a Director and President of United Financial Corporation and
its subsidiary, Citizens Savings and Loan Association, having served those
companies from 1964 to 1975. A graduate of the University of California at Los
Angeles, he is a former Chairman of America's Community Bankers and a Director
of the Federal Home Loan Mortgage Corporation, the Local Initiatives Support
Corporation and UCLA's Chancellor's Associates and a former director of the
Federal Home Loan Bank of San Francisco. He is a Trustee of the Neighborhood
Housing Services of America and the Founding Director of the Hollywood
Presbyterian Medical Center. He is also a member of the Los Angeles Sports
Council and the UCLA Board of Visitors.
Dr. Siegel was Professor of Psychology, Stanford University School of
Medicine, where she served on the faculty from 1963 until 1997. A graduate of
Stanford University, she is past President of the Stanford Faculty Club and of
the Board of the Stanford Historical Society and past Governor of Stanford
Associates. She has held numerous consulting and advisory positions with
federal agencies in the fields of science and health and is past Editor of the
Journal Child Development, published by the Society for Research in Child
Development, and co-Editor of its book Child Development Research and Social
Policy. She is also past President of the Division on Developmental Psychology
of the American Psychological Association and past President of the Board of
the Senior Coordinating Council of Palo Alto. Dr. Siegel serves on the
Professional Advisory Committees of the
111
Peninsula Children's Center and the Children's Health Council, both of Palo
Alto, and is a Trustee of the Menninger Foundation, Topeka, Kansas and a
member of its Board of Directors for the Menninger Clinic. She is also
Director of the Board of the Children's Television Resource and Education
Center, San Francisco.
Mr. Frank is President and Chief Operating Officer of Edison International
(formerly, Southern California Edison). Prior to joining Edison International,
Mr. Frank was President and Chief Operating Officer of Florida Power & Light
Company, the principal subsidiary of the FPL Group from which he resigned in
1995. He was formerly Executive Vice President and Chief Financial Officer of
TRW, Inc. and Vice President, Treasurer and Controller of GTE Corporation. A
graduate of Dartmouth College and the University of Michigan Business School,
Mr. Frank is a Director of Edison International, SCEcorp and the Business and
Industry Political Action Committee and a former Director of FPL Group.
Mr. Hernandez has been President of Inter-Con Security Systems, Inc., a
worldwide provider of security and facility support services, since 1986,
having previously served as Executive Vice President and as Vice President and
Assistant General Counsel. He is also a co-founder and principal partner of
Interspan Communications. Mr. Hernandez is Vice Chairman and Director of the
Children's Hospital of Los Angeles, Director of McDonald's Corporation,
founding Director and interim Chief Executive Officer of California Healthcare
Foundation, nominee for Director of Nordstrom, Trustee of Pomona College and
of Notre Dame University and former President of the Los Angeles Police
Commission. Mr. Hernandez is a graduate of Harvard University and the Harvard
Law School.
Mr. Maher is the President and Chief Executive Officer of Great Western and
GWB and the Chairman of the Board of GWB. He served as President and Chief
Operating Officer of the Company from 1986 until his promotion to Chief
Executive Officer on December 27, 1995. Before returning to the Company in
1986, he was a Managing Director of Lehman Brothers Kuhn Loeb Incorporated, an
investment banking firm, and its successor, having joined that firm in 1979.
Mr. Maher served as Executive Vice President, Finance of Great Western from
1973 until 1976, when he resigned to renew his association with Blyth Eastman
Dillon & Co. Inc., an investment banking firm, where he served as Executive
Vice President, Director and member of the Executive Committee until 1979. Mr.
Maher is a Director of Baker Hughes Incorporated, a diversified provider of
products and services to the petroleum and continuous process industries. A
graduate of Menlo College and the Wharton School of Finance and Commerce,
University of Pennsylvania, he is a Director and past President of Big
Brothers of Greater Los Angeles, a member of the Board of Trustees of Trout
Unlimited, a Trustee of the Cate School, a member of the California Business
Roundtable, a member of the National Board of Trustees of the Boys and Girls
Clubs of America and Overseer of the Huntington Library, Art Collections and
Gardens.
Mr. Wood is Chairman, Chief Executive Officer and a Director of Pacific
Enterprises, the holding company of Southern California Gas Company of which
he is also a Director. Mr. Wood served in various operating and staff
positions, including as an executive officer of Pacific Enterprises'
subsidiaries since 1960 and was named President of Pacific Enterprises in
1989, Chief Executive Officer in 1991 and Chairman in 1992. A graduate of the
University of Tulsa, he is Vice Chairman of Harvey Mudd College and a Trustee
of the University of Southern California and the Southwest Museum. Mr. Wood is
also a Director of the California Medical Center Foundation, the Automobile
Club of Southern California, the Los Angeles World Affairs Council, the
National Association of Manufacturers, and the California Chamber of Commerce,
as well as a member of the California Business Roundtable and the RAND
Graduate School Committee of Visitors.
Dr. Alexander is President Emeritus and Trustees' Professor of Pomona
College and served as President of Pomona College from 1969 to 1991. He is
also American Secretary of the Rhodes Scholarship Trust, and a Trustee of the
Teachers Insurance and Annuity Association, the Seaver Institute, the Woodrow
Wilson National Fellowship Foundation and the Wenner Gren Foundation for
Anthropological Research (New York). Dr. Alexander is Overseer of the
Huntington Library, Art Collections and Gardens and Director of the Children's
Hospital Los Angeles. He also served as a Director of the Los Angeles Area
Chamber of Commerce and as a Director of KCET, Community Television of
Southern California. A graduate of Rhodes College, he served as its President
from 1965 to 1969. Dr. Alexander received his doctorate from Oxford
University.
Mr. Christie is a consultant specializing in strategic and financial
planning. He retired in 1990 as President and Chief Executive Officer of The
Mission Group, the non-utility subsidiaries of SCEcorp. Prior to that he
112
served as President of Southern California Edison Company, having joined that
company as a financial analyst in 1957. A graduate and post-graduate of the
University of Southern California, Mr. Christie is a Director or Trustee of
eighteen mutual funds(/1/) advised by the Capital Research and Management
Company and a Director of AECOM Technology Corporation, International House of
Pancakes, Inc., Ultramar Diamond Shamrock Corporation, Southwest Water Company
and Ducommun Incorporated. He is Chairman and Trustee of the Natural History
Museum of Los Angeles County, and a member of the Board of Councilors for the
School of Public Administration at the University of Southern California.
Mr. Miller is Chairman, Chief Executive Officer and Director of Avery
Dennison Corporation, a manufacturer of self-adhesive materials, tapes and
office products. He has served in that capacity since 1983, having joined that
firm in 1964 and served as its Chief Operating Officer from 1975 to 1977 and
as President and Chief Executive Officer from 1977 to 1983. A graduate of
Johns Hopkins University, he also serves as Chairman of the Board of United
Way of Greater Los Angeles, and as a Director of Edison International, Pacific
Mutual Life Insurance Company, and Nationwide Health Properties, Inc. Mr.
Miller is a Trustee of Johns Hopkins University and Occidental College and a
member of the Amateur Athletic Foundation of Los Angeles and the Korn/Ferry
International advisory board. He has also served as the chairman of the Los
Angeles Area Chamber of Commerce.
BOARD COMMITTEES
The Company has standing Audit and Finance, Compensation, Director Affairs
and Public Policy Committees of the Great Western Board. Except for Mr. Maher,
who serves on the Director Affairs Committee, the directors serving on these
committees are not executive officers or employees of the Company.
The Audit and Finance Committee makes recommendations to the Great Western
Board regarding the selection of independent accountants, as well as the
services to be performed and fees to be paid, and maintains effective
communication with the accountants. The committee also reviews the scope and
results of internal and external audits, and the status and effectiveness of
internal controls, as well as financial statements to be included in the
Company's annual reports. It reviews and concurs in the appointment or
replacement of the director of internal audit and reviews and approves the
Company's liquidity investment policies and asset/liability management
policies. It also authorizes debt and equity financing and recommends dividend
policy and action to the Great Western Board.
The Compensation Committee reviews and recommends to the Great Western Board
of levels of compensation for executive officers and material terms of
employment agreements for executive officers, as well as the adoption of, or
major amendments to, executive and employee benefit plans. The committee also
administers the Company's benefit programs for directors and executive
officers, authorizes bonus awards and payments under the Company's Annual
Incentive Compensation Plan for Executive Officers, and authorizes the grants
of stock options, restricted stock and similar awards under the Company's
Stock Incentive Plans. The committee also reviews and approves investment
policy for the Company's retirement plans and savings incentive plans.
The Director Affairs Committee evaluates, in consultation with the Chairman
of the Board and Chief Executive Officer, qualifications of prospective Great
Western Board members and recommends nominees for election or reelection as
directors at the annual meeting of stockholders. While the Director Affairs
Committee normally is able to identify from its own resources an ample number
of qualified candidates, it will consider stockholder suggestions of persons
to be considered as nominees to fill future vacancies on the Great Western
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(1) American Funds Tax-Exempt Series, American Funds Income Series, American
High Income Municipal Bond Fund, American High-Income Trust, American
Mutual Fund, Inc., American Variable Insurance Series, Bond Fund of
America, Inc., Capital Income Builder, Inc., Capital World Bond Fund,
Inc., Capital World Growth and Income Fund, Inc., Cash Management Trust
of America, Intermediate Bond Fund of America, Limited Term Tax-Exempt
Bond Fund of America, New Economy Fund, Tax-Exempt Bond Fund of America,
Small Cap World Fund, Inc., Tax-Exempt Money Fund of America, and U.S.
Treasury Money Fund of America.
113
Board. Such suggestions must be sent in writing to the Secretary at the
Company's address and must be accompanied by detailed biographical and
occupational data on the prospective nominee, along with a written consent of
the prospective nominee to consideration of his or her name by the committee.
The committee will consider the age of the prospective nominee and whether he
or she possesses integrity and moral responsibility, sound business judgment,
good health, breadth of business or other experience, leadership in the
nominee's field of endeavor, an appreciation of the role of a publicly held
corporation in society, a willingness to represent the interests of all
stockholders rather than the special interests of a particular group, and
other qualities which facilitate an independent, consultive and deliberative
Great Western Board and there must be no legal impediment to the nominee
serving as a director. However, the selection of nominees of the Great Western
Board remains solely within the discretion of the Great Western Board. The
Company's By-laws include additional requirements regarding nominations at a
stockholders' meeting of persons other than nominees of the Great Western
Board. In addition to the foregoing, the committee recommends to the Great
Western Board changes in Great Western Board compensation and makes
recommendations regarding the assignment of Great Western Board members to
various committees. It reviews annually with the Great Western Board the
skills and characteristics of current Great Western Board members and its
assessment of the Great Western Board's performance. It also monitors the
Great Western Board's independence and reviews every three years, in
consultation with the Chairman and Chief Executive Officer, each director's
continued membership on the Great Western Board. The committee also assesses
the appropriateness of continued Great Western Board membership for directors
who change their existing job responsibilities.
The Public Policy Committee reviews the Company's compliance with the
Community Reinvestment Act and related fair housing and fair lending laws. It
also reviews and recommends to the Great Western Board corporate policy
regarding community and government relations, codes of conduct (including the
Company's ethics and conflicts of interest policies), equal opportunity
matters, charitable contributions and other broad social, political and public
issues.
The Great Western Board met eleven times in 1996 and the aggregate number of
meetings of the Great Western Board and of the Audit and Finance,
Compensation, Director Affairs and Public Policy Committees totaled 26. The
members of these committees and the number of meetings held during 1996 were:
AUDIT AND FINANCE COMMITTEE COMPENSATION COMMITTEE DIRECTOR AFFAIRS COMMITTEE PUBLIC POLICY COMMITTEE
(6 MEETINGS) (6 MEETINGS) (1 MEETING) (2 MEETINGS)
Stephen E. Frank, Chair-
man Willis B. Wood, Jr., Chairman Alberta E. Siegel, Chairman David Alexander, Chairman
David Alexander, Secre-
tary H. Frederick Christie Firmin A. Gryp, Vice Chairman Firmin A. Gryp
H. Frederick Christie Stephen E. Frank David Alexander Enrique Hernandez, Jr.
John V. Giovenco John V. Giovenco Stephen E. Frank Alberta E. Siegel
Firmin A. Gryp Enrique Hernandez, Jr. John F. Maher
Enrique Hernandez, Jr. Charles D. Miller James F. Montgomery
Charles D. Miller Willis B. Wood, Jr.
Alberta E. Siegel
Willis B. Wood, Jr.
114
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the
executive officers of the Company, the date each became an officer of the
Company and GWB, and the number of shares of Great Western Common Stock
beneficially owned, directly or indirectly, by each of them on March 31, 1997.
Executive officers are elected annually, have employment agreements as
described below and, except for Mr. Pappas, hold the same positions with GWB
as they hold with Great Western.
SHARES OWNED
OFFICER BENEFICIALLY AT
NAME AGE POSITION SINCE MARCH 31, 1997(1)
---- --- -------- ------- -----------------
John F. Maher 53 President and Chief 1986 611,762(2)
Executive Officer
Carl F. Geuther 51 Vice Chairman and Chief 1986 220,350(3)
Financial Officer
Michael M. Pappas 64 Vice Chairman and 1986 249,525(4)
President, Consumer
Finance Division
A. William Schenck III 53 Vice Chairman 1995 68,288(5)
J. Lance Erikson 54 Executive Vice 1982 119,959(6)
President, Secretary
and General Counsel
Ray W. Sims 42 Executive Vice President 1997 --
Jaynie M. Studenmund 42 Executive Vice President 1996 23,100(7)
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(1) Certain executive officers share with their spouses voting and investment
powers with respect to these shares. The percentages of shares
beneficially owned by any executive officer does not exceed one percent of
the outstanding shares of Great Western Common Stock.
(2) Includes 396,137 shares subject to options exercisable within 60 days of
May 9, 1997 and 25 shares held by the Trustee under the Employee Savings
Incentive Plan.
(3) Includes 179,845 shares subject to options exercisable within 60 days of
May 9, 1997.
(4) Includes 172,500 shares subject to options exercisable within 60 days of
May 9, 1997.
(5) Includes 49,762 shares subject to options exercisable within 60 days of
May 9, 1997.
(6) Includes 99,010 shares subject to options exercisable within 60 days of
May 9, 1997 and 112 shares held by the Trustee under the Employee Savings
Incentive Plan.
(7) Includes 12,500 shares subject to options exercisable within 60 days of
May 9, 1997.
As of March 31, 1997, all directors and executive officers as a group
beneficially owned 2,238,251 shares of Great Western Common Stock, or
approximately 1.62% of the class.(1)
Biographical information concerning Mr. Maher is given under the caption
"DIRECTORS."
Mr. Erikson has been Executive Vice President, General Counsel and Secretary
since 1986 and has been with Great Western and its predecessors for 28 years.
He is in charge of the Company's Legal Division.
Mr. Geuther became Vice Chairman in 1996 and has been Chief Financial
Officer since 1986. He previously was the Chief Financial Officer of Aristar
and has been with Great Western and Aristar for 22 years.
Mr. Pappas became Vice Chairman in 1996 and is President of the Consumer
Finance Division which was acquired as part of the Aristar acquisition in
1983. Mr. Pappas was made President of the Consumer Finance Division of
Aristar in 1976 and he has been with Great Western and Aristar for 42 years.
Mr. Schenck became Vice Chairman in 1996, after joining Great Western on
August 1, 1995. Mr. Schenck is in charge of the Retail Banking, Real Estate
Services and Great Western Financial Securities Corporation. Prior to joining
the Company, he served as Executive Vice President of Consumer Banking at PNC
Bank Corp., a position he held since 1991. Mr. Schenck's career with PNC Bank
Corp. and its predecessor, Pittsburgh National Bank, spanned 26 years.
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(1) Includes options to purchase 2,013,991 shares under employee stock options
which are exercisable on or within 60 days of May 9, 1997, and 1,219
shares held in trust under the Employee Savings Incentive Plan with
respect to which such persons have the right to direct the vote.
115
Ms. Studenmund joined Great Western and GWB on April 15, 1996, as an
Executive Vice President and director of GWB Retail Banking Division. Her
responsibilities include all branch operations in California and Florida,
business banking, consumer lending, direct banking, branch administration
services and marketing. Prior to joining the Company, Ms. Studenmund served as
Executive Vice President and retail banking group manager at First Interstate
Bank of California, a position she held since 1995. Her career with First
Interstate Bank spanned 11 years and included various line and staff
positions.
Mr. Sims joined Great Western and GWB on January 6, 1997, as Executive Vice
President of the Real Estate Services Division. Prior to joining the Company,
Mr. Sims served as President and Chief Executive Officer of Knutson Mortgage
Corporation in Minneapolis, a position he held since 1995, and as President of
the Residential Express Division of GE Capital Mortgage Services, Inc., in
Cherry Hill, New Jersey from 1992 until 1995. Before joining GE Capital, Mr.
Sims served as President of First Prime Mortgage Corporation, a New England
mortgage banking firm.
ITEM 11. EXECUTIVE COMPENSATION
The following table and accompanying notes show for John F. Maher, Chief
Executive Officer, and the four next highest paid executive officers of the
Company as of December 31, 1996 (the "named Executive Officers"), the
aggregate indicated compensation paid by the Company and its subsidiaries to
such persons during the three fiscal years then ending.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------- --------------------------
AWARDS PAYOUTS
------------ -------------
(A) (B) (C) (D) (E) (F) (G) (H)
OTHER
ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION UNDERLYING LTIP COMPENSATION
POSITION YEAR ($)(1) ($)(1) ($)(2) OPTIONS/SARS PAYOUTS($)(3) ($)(4)
- ------------------ ---- ------- ------- ------------ ------------ ------------- ------------
John F. Maher 1996 780,000 369,720 196,380 375,000 3,396,094 33,594
President and Chief 1995 650,000 303,225 165,505 0 -- 27,780
Executive Officer 1994 650,000 295,750 239,966 150,000 -- 27,638
Michael M. Pappas 1996 437,500 157,500 63,072 120,000 1,455,469 17,500
Vice Chairman and Pres-
ident, 1995 420,000 163,850 -- 0 -- 16,800
Consumer Finance Divi-
sion 1994 410,000 176,988 832 70,000 -- 16,400
A. William Schenck III 1996 416,000 131,456 61,950 150,000 423,475 14,800
Vice Chairman 1995 399,996 153,500 45,178 0 -- 0
Carl F. Geuther 1996 385,000 121,660 89,022 130,000 1,164,375 15,400
Vice Chairman and Chief 1995 372,000 129,018 70,035 0 -- 14,900
Financial Officer 1994 360,000 131,040 81,316 70,000 -- 14,400
J. Lance Erikson 1996 300,000 94,800 42,301 90,000 582,188 12,000
Executive Vice Presi-
dent, 1995 285,000 106,362 50,835 0 -- 11,400
Secretary and General
Counsel 1994 275,000 100,100 55,464 40,000 -- 11,000
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(1) Amounts shown include cash compensation earned and received by executive
officers as well as amounts earned but deferred at the election of those
officers.
(2) Amounts shown include, when applicable, that portion of interest earned on
deferred compensation accounts above 120% of the applicable federal rate,
country club dues, personal use of corporate aircraft, the estimated
economic benefit of preferential loans made under the Home Loan Program
shown in the table on page 128 and described further at pages 126 and 127,
and the incremental cost to the Company of (a) Company provided
automobiles; (b) tax and financial planning advice by third parties; and
(c) insurance which provides reimbursement for health and dental costs in
excess of the amount payable under the Company's group health and dental
plans. Perquisites in excess of 25% of the total perquisites reported in
column (e) for 1996 include the following: Mr. Maher: economic benefit of
personal use of aircraft--$46,665; Mr. Pappas: economic benefit of company
automobiles--$17,931, excess medical and dental coverage--$19,189,
economic benefit of preferential loans--$25,952; Mr. Schenck: economic
benefit of preferential loans--$42,888; Mr. Geuther: economic benefit of
excess medical and dental coverage--$28,661, economic benefit of
preferential loans--$35,044; Mr. Erikson: economic benefit of preferential
loans--$23,726.
116
(3) Mr. Schenck was awarded a total of 21,544 shares of performance-based
restricted stock in 1995. Such restricted shares generally vest in three
to ten years; vesting may be accelerated upon the occurrence of certain
events, including the achievement of performance goals, and all such
restricted shares vest immediately upon the occurrence of a Change in
Control (as described under the caption "EMPLOYEE BENEFIT PLANS--
Restricted Stock"). On January 23, 1996, shares of restricted stock held
by the named Executive Officers, valued at the then current market value
of $23.375 per share, vested as follows: Mr. Maher, 87,500 shares, valued
at $2,045,313; Mr. Pappas, 37,500 shares, valued at $876,563; Mr. Geuther,
30,000 shares, valued at $701,250; and Mr. Erikson, 15,000 shares, valued
at $350,625. On February 1, 1996, 10,772 shares of restricted stock held
by Mr. Schenck vested, valued at $257,182 (based on the then current
market value of $23.875 per share). On December 9, 1996, shares of
restricted stock held by the named Executive Officers, valued at the then
current market value of $30.875 per share, vested as follows: Mr. Maher,
43,750 shares, valued at $1,350,781; Mr. Pappas, 18,750 shares, valued at
$578,906; Mr. Schenck, 5,386 shares, valued at $166,293; Mr. Geuther,
15,000 shares, valued at $463,125; and Mr. Erikson, 7,500 shares, valued
at $231,563. At year-end 1996, the named Executive Officers held shares of
restricted stock, valued at the then current market value of $29.00 per
share, as follows: Mr. Maher, 43,750 shares, valued at $1,268,750; Mr.
Pappas, 18,750 shares, valued at $543,750; Mr. Schenck, 5,386 shares,
valued at $156,194; Mr. Geuther, 15,000 shares, valued at $435,000; and
Mr. Erikson, 7,500 shares, valued at $217,500. Dividends are paid on
restricted stock at the same rate payable to common stockholders and are
not reflected in the amount reported.
(4) The amounts shown in this column for 1996 consist of the following
respective amounts: (a) Mr. Maher: Employee Savings Incentive Plan and
related supplemental matches--$31,200; Split Dollar Term Insurance
Premium--$2,394; (b) Mr. Pappas: Employee Savings Incentive Plan and
related supplemental matches--$17,500; (c) Mr. Schenck: Employee Savings
Incentive Plan and related supplemental matches--$14,800; (d) Mr. Geuther:
Employee Savings Incentive Plan and related supplemental matches--$14,476;
deferred compensation plan matches and makeups--$924; (e) Mr. Erikson:
Employee Savings Incentive Plan and related supplemental matches--$12,000.
EMPLOYMENT AGREEMENTS
Mr. Maher's employment agreement with Great Western, as amended to date,
provides for a rolling three-year term and provides for various benefits,
including a current annual salary of $860,000 which is subject to periodic
review and increase, but not decrease. The agreement provides for various
payments to Mr. Maher or his beneficiaries in the event of his death,
disability, or termination without "Cause" (as defined in the agreement),
including a death benefit payment to his beneficiaries equal to 250% of his
then current salary, reduced by the amount of company-provided life insurance
proceeds. Mr. Maher's beneficiaries would also be entitled to receive
continued payment of 50% of his then current salary until the time when he
would have been age 65 but in no event for a period less than ten years, as
well as continuation of certain insurance benefits for two years. Upon
termination due to disability, Mr. Maher would continue to receive, until
death or his 65th birthday, whichever occurs first, 50% of the sum of his
current salary plus his average bonus over the prior three years, less
benefits payable under the Company's long-term disability plan, and
continuation of certain other benefits. In the event of a termination without
Cause, Mr. Maher would receive his current salary for the remaining term of
the agreement and a full or partial bonus payment for the year of termination,
without offset for subsequent employment. He would also be entitled to
continuation of certain other benefits for the same period, and a pro-rata
payment of long-term incentive benefits. In the event of a qualifying
termination following a Change in Control (as hereinafter defined) (or during
the pendency of a Potential Change in Control (as hereinafter defined) or
during the 6-month period thereafter), Mr. Maher is entitled to a lump-sum
severance payment equal to three times the sum of his salary and target bonus;
payment of a pro-rata target bonus to the date of termination (if termination
occurs in the same year in which a Change in Control occurs, such payment will
be offset by amounts received under the Annual Incentive Compensation Plan for
Executive Officers in connection with such Change in Control); continuation of
welfare-type benefits for three years; immediate vesting of restricted shares
and stock options (where such qualifying termination occurs during the
pendency of a Potential Change in Control or during the 6-month period
thereafter); and credit for years of service and years of age equal to the
remaining term of his agreement for purposes of calculating his benefits under
the Supplemental Executive Retirement Plan. For purposes of Mr. Maher's
employment agreement: (i) a "Change in Control" is defined generally as (a) a
change in the majority of the Great Western Board, subject to certain
exceptions; (b) any Person (as defined in the agreement) becoming the
beneficial owner of 25% or more of either the outstanding shares of Great
Western Common Stock or the combined voting power of the Company's then
outstanding securities; (c) consummation of the sale of all or substantially
all of the assets of the Company; (d) consummation of a merger or
consolidation of the Company other than one immediately following which the
Company's stockholders continue to hold at least 75% of the combined voting
power of the voting securities of
117
the Company or the surviving corporation or any parent thereof (provided, that
if a February 20, 1997 amendment to Mr. Maher's agreement which raised the
threshold percentage to 75% would prevent a transaction intended to qualify as
a "pooling of interests" from so qualifying, such threshold percentage will be
60%); or (e) stockholder approval of the liquidation or dissolution of the
Company; and (ii) a "Potential Change in Control" generally occurs upon (a)
any Person becoming the beneficial owner of 15% or more of either the
outstanding shares of Great Western Common Stock or the combined voting power
of the Company's then outstanding securities; (b) the execution by the Company
of an agreement, or the public announcement by the Company or any Person of an
intention to take (or to consider taking) actions the consummation of which
would result in a Change in Control; (c) the filing with the FDIC or the OTS
of an application for Change in Control; or (d) the Great Western Board's
adoption of a resolution to the effect that a Potential Change in Control has
occurred. Mr. Maher's agreement provides that he may elect to terminate his
employment, without a material breach by the Company, and receive the benefits
described above during the period commencing no earlier than eighteen months
following a Change in Control and ending no later than the second anniversary
of such Change in Control; provided, that the eighteen-month minimum period
will not apply if, at any time during the first year following such Change in
Control, more than 50% of the non-employee members of the Great Western Board
as of the date immediately preceding the Change in Control are no longer
members of the Great Western Board; and provided further, that, if Mr. Maher
elects to so terminate his agreement, cash benefits which would become payable
will be reduced by 25%. In addition, the Company will pay any additional
amount necessary to make Mr. Maher whole with respect to any excise tax that
may be assessed under Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), in respect of payments made to Mr. Maher under his
employment agreement and any other Great Western plan, agreement or
arrangement in which Mr. Maher participates. If all of the payments and
benefits to which Mr. Maher may become entitled in connection with a Change in
Control are in the aggregate less than the maximum amount he is entitled to
receive without incurring a liability under Section 4999 of the Code for any
reason (including that some or all of such entitlements do not constitute
parachute payments), then he will be entitled to receive such maximum amount.
In the event of a good-faith dispute regarding interpretation of the terms or
enforcement of the provisions of his employment agreement, Mr. Maher is
entitled to recover reasonable attorney's fees. Under the terms of the Merger
Agreement, consummation of the Merger will constitute a Change in Control for
purposes of Mr. Maher's employment agreement.
Great Western has employment agreements with the other named Executive
Officers (and with Jaynie M. Studenmund and Ray W. Sims, the other executive
officers of Great Western that are not named Executive Officers), which have
initial terms of three years and provide for rolling two-year terms at the end
of the first contract year unless earlier terminated. The base annual salaries
for Messrs. Pappas, Schenck, Geuther, Erikson and Sims and Ms. Studenmund
under their employment agreements are $450,000, $450,000, $400,000, $315,000,
$340,000 and $350,000, respectively, subject to periodic review and increase,
but not subject to decrease unless done in conjunction with a pro-rata salary
reduction applicable to all Great Western officers.
The employment agreements, as amended to date, provide for various benefits
to each other executive officer or such officer's beneficiaries in the event
of death, disability, or termination without "Cause" (as defined in the
agreements) and in the event of a qualifying termination following a Change in
Control or during the pendency of a Potential Change in Control (or during the
6-month period thereafter). In the event of the executive officer's death, his
or her beneficiaries would be entitled to payment of the executive officer's
salary and continuation of certain insurance benefits for one year. Upon
termination due to disability, the executive officer would receive 50% of the
sum of his or her current salary plus average bonus over the prior three
years, less benefits under the Company's long term disability plan, until the
disability ends, but not later than age 65 or for a period greater than ten
years. In all other respects, the terms of these agreements are substantially
similar to those contained in Mr. Maher's employment agreement, except that
the agreements do not provide the right to terminate the agreements without a
material breach by the Company during the period commencing eighteen months
following a Change in Control and ending twenty-four months following such
Change in Control. Under the terms of the Merger Agreement, consummation of
the Merger will constitute a Change in Control for purposes of these
employment agreements.
118
In December 1996, the Board adopted amendments to the employment agreements
with the executive officers which, among other things, revised the definition
of a Change in Control and provided for severance and other benefits to become
payable upon a qualifying termination of employment during the pendency of a
Potential Change in Control or during the 6-month period thereafter. In
February 1997, the Board adopted an amendment to these agreements which
further revised the definition of a Change in Control, with the proviso that
if such revision would prevent a transaction intended to qualify as a pooling
of interests from so qualifying, such amendment would have no force in effect.
The definition of a Change in Control, as amended, and the provision of
certain benefits as described above, are as set forth in the description of
Mr. Maher's employment agreement.
COMPENSATION OF DIRECTORS
Directors Fees. Mr. Maher is the only director who is an employee of Great
Western. See "--Employment Agreements" for a description of Mr. Maher's
employment contract. Directors, other than Mr. Maher, are paid an annual
retainer of $25,000 for service to both the Great Western Board and the GWB
Board and combined attendance fees totalling $1,800 for each Great Western
Board and GWB Board meeting attended. Chairpersons of committees receive an
attendance fee of $1,500 for presiding over their committee meetings, vice
chairs receive an attendance fee of $1,250 and committee members receive an
attendance fee of $1,000. Additionally, each chairperson of a committee
receives an annual fee of $3,000, vice chairs receive an annual fee of $1,500
and the secretary of the Audit and Finance Committee receives an annual fee of
$2,000. Directors are also offered insurance coverage similar to that provided
under the Company's health and dental plans and are provided with travel and
accident insurance coverage for travel to and from Board and committee
meetings at no cost to them. Mr. Maher is not paid any fees or additional
remuneration for his service as a member of the Great Western Board or any
committee, but he is eligible to receive benefits under the Directors'
Retirement Plan, described below. The amounts referred to above do not include
the economic benefit of preferential loans under the Company's Home Loan
Program described on pages 126 and 127.
Consulting Agreement with Mr. Montgomery. Mr. Montgomery's consulting
agreement with Great Western (the "Consulting Agreement"), effective December
29, 1995 for an initial term of five years (the "Consulting Period"),
contemplates that Mr. Montgomery serve as Chairman of the Great Western Board
through December 31, 1997, and thereafter upon election by the Great Western
Board (but he shall continue in any case to serve as a director of Great
Western and GWB during the Consulting Period). Pursuant to the terms of the
Consulting Agreement, during the Consulting Period, Mr. Montgomery will devote
substantial time and attention as required, but no less than half time (if and
to the extent requested), to promoting the business affairs and interests of
Great Western and its affiliates. In addition to his compensation as a
director (including non-employee director stock options under the Company's
stock incentive plans, and benefits under the Director's Retirement Plan
described below), Mr. Montgomery receives an annual consulting fee of
$485,000. He is not entitled to receive awards under any bonus plan or
incentive plan for employees of Great Western during the Consulting Period.
The Consulting Agreement extends Mr. Montgomery's outstanding $500,000
personal, unsecured loan maturity to December 31, 1999 or, under certain
circumstances, to the end of the Consulting Period.
In connection with his retirement as Chief Executive of Great Western and
GWB, the Company granted to Mr. Montgomery a stock option (the "Special
Option") to purchase 300,000 Common Shares, which will generally become
exercisable at the rate of 25% per year commencing April 26, 1996, and, once
exercisable, the Special Option may be exercised at any time thereafter until
the first to occur of (i) April 24, 2005, (ii) termination for cause (as
defined in the Consulting Agreement), (iii) termination of the Consulting
Agreement, or if it is deemed terminated in accordance with its terms, two
years after the Consulting Agreement would have otherwise terminated (until
the assumed date of termination, the Special Option will continue to vest as
provided therein), or (iv) two years after a termination of all services
(including services as a Director) for any other reason (except that the
Special Option will be exercisable only to the extent exercisable on the date
of a termination by reason of death or disability (as defined in the
Consulting Agreement) or a termination of such
119
services by Mr. Montgomery (other than a termination to which clause (iii)
applies)). During the term of the Consulting Agreement, awards of restricted
stock granted to Mr. Montgomery while he was an employee of Great Western and
GWB will continue to vest in accordance with the terms of the related
restricted stock award agreement and generally will vest in full on December
31, 2000 if Mr. Montgomery has continued to provide services to Great Western
in accordance with the terms of the Consulting Agreement.
Mr. Montgomery's payments under the Company's Supplemental Executive
Retirement Plan commenced on January 1, 1996, without any offset for benefits
payable under the Retirement Plan, which generally will not be payable until
he ceases to perform services for Great Western and GWB. The Consulting
Agreement provides that, in the event of his death, Mr. Montgomery's
beneficiaries would be entitled to a payment equal to 250% of Mr. Montgomery's
then current annual consulting fee, reduced by the amount of Company-provided
life insurance proceeds. Mr. Montgomery's beneficiaries would also be entitled
to receive continued payment of 50% of his then current annual consulting fee
for a period of 10 years, also reduced by life insurance proceeds. In
addition, Mr. Montgomery's family would be entitled to continuation of certain
insurance benefits for two years. Upon termination of the Consulting Agreement
due to disability, Mr. Montgomery would continue to receive, until the
disability ends, but no later than age 65, 50% of his then current annual
consulting fee, less benefits payable under the Company's long-term disability
plan. He would also be entitled to continuation of certain other benefits. In
the event of a termination without cause, or if Mr. Montgomery voluntarily
terminates the Consulting Agreement following a material breach by the
Company, he will receive his consulting fees at the current rate for what
would have been the remainder of the term of the Consulting Agreement absent
such termination, and the Special Option and awards of restricted stock
previously granted to Mr. Montgomery would continue to vest during the same
period. In the event of a voluntary termination of Mr. Montgomery's service
following a material breach by the Company after a Change in Control (as
defined in the Consulting Agreement), all restricted shares and that portion
of the Special Option which is then unvested shall immediately vest. In no
event will payments to Mr. Montgomery which are contingent upon a Change in
Control under applicable tax rules ("parachute payments") exceed limits
specified by the Code, that currently approximate three times the average of
his compensation for the prior five years (the "Section 280G Limit").
Notwithstanding the foregoing, if the value of such aggregate entitlement
constituting parachute payments is less than the Section 280G Limit for any
reason (including that some or all of such entitlement does not constitute a
parachute payment), Mr. Montgomery is entitled to receive the Section 280G
Limit. A Change in Control occurs under the Consulting Agreement when anyone
acquires ownership of 25% or more of the Company's outstanding voting stock
and the directors of the Company immediately before such acquisition cease to
constitute five-sixths of the Great Western Board or any successor board of
directors. Under the terms of the Merger Agreement, consummation of the Merger
will constitute a Change in Control for purposes of the Consulting Agreement.
Directors' Retirement Plan. The Great Western Directors' Retirement Plan, as
amended to date ("Directors' Retirement Plan"), provides retirement benefits
to directors. Upon termination of service on the Great Western Board, each
eligible director is entitled to an annual retirement benefit equal to the sum
of the annual retainer paid to members of the Great Western Board plus twelve
times the monthly meeting fee, both as in effect at the time of the director's
termination. Benefits are payable for a period equal to the number of years
that the eligible director served as a director. Such benefits will be
provided to the surviving spouse or other designated beneficiary following the
death of an eligible director.
Director Stock Option Program. Upon adoption of the 1988 Stock Option and
Incentive Plan, as amended to date (the "1988 Stock Plan"), each non-employee
director was granted automatically, subject to stockholder approval of such
Plan, a nonqualified option under the 1988 Stock Plan's Non-Employee Director
Program to purchase 2,500 shares of Great Western Common Stock at the then
fair market value of such shares. Each non-employee who thereafter becomes a
director is also automatically granted such an option upon becoming a
director. Annually, each non-employee director automatically is granted an
option (an "Annual Option") to purchase 2,500 shares of Great Western Common
Stock. No non-employee director may receive options to purchase more than
2,500 shares in any calendar year. The purchase price per shares of Great
Western Common Stock covered by each Annual Option, payable in cash and/or
shares, is the fair market value of the shares of
120
Great Western Common Stock on the date the option is granted. Annual Options
become exercisable in 50% installments on the first and second anniversary of
their grant, and, unless earlier terminated, terminate ten years after they
are granted. The exercise prices of Annual Options granted in 1995, 1996 and
1997 were $16.00, $26.125, and $28.75, respectively.
If a non-employee director's services as a Great Western Board member are
terminated as a result of death, disability or retirement after age 72, Annual
Options will become immediately exercisable in full and will remain
exercisable for a period of two years or until the expiration of the stated
term of the option, whichever period is shorter. If a non-employee director's
services are terminated for any other reason, any then exercisable portion of
an Annual Option will be exercisable for a period of three months or the
balance of the option's term, whichever period is shorter.
The 1988 Stock Plan provides for full vesting and exercisability of the
Annual Options in the event of a Change in Control of the Company. The term
"Change in Control" is defined in the 1988 Stock Plan as it is defined in Mr.
Maher's employment agreement (described on pages 117, 118 and 119 of this Form
10-K/A). Under the terms of the Merger Agreement, consummation of the Merger
will constitute a Change in Control for purposes of the 1988 Stock Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following table shows for each member of the Compensation Committee: (i)
the largest aggregate amount of indebtedness to the Company in excess of
$60,000 outstanding from January 1, 1996 to March 31, 1997; (ii) the nature of
the indebtedness; (iii) the outstanding balance of the indebtedness on March
31, 1997; and (iv) the annual rate of interest charged on the indebtedness.
NAME OF
COMPENSATION LARGEST INDEBTEDNESS
COMMITTEE AGGREGATE NATURE OF OUTSTANDING AT INTEREST
MEMBER INDEBTEDNESS ($) INDEBTEDNESS(1) MARCH 31, 1997($) RATE (%)(2)
------------ ---------------- --------------- ----------------- -----------
H. Frederick Christie 769,068.70 Residential 741,808 4.71
285,190.10 Residential 278,473 4.71
Stephen E. Frank 1,390,895.85 Residential 1,362,415 4.81
1,063,300.00 Residential 1,052,602 4.81
John V. Giovenco 533,642.54 Residential 520,222 4.71
Enrique Hernandez, Jr. 918,988.05 Residential 903,101 4.81
1,400,000.00 Residential 1,384,214 4.81
Charles D. Miller 1,072,418.58 Residential 1,049,981 4.81
Willis B. Wood, Jr. 714,366.89 Residential 698,764 4.71
396,966.62 Residential 389,192 4.81
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(1)Loans secured by the same residence are aggregated.
(2) Interest on these loans is generally at monthly adjustable rates equal to
the Company's cost of funds plus .25%. This rate was approximately 2.22%
to 2.42% below that on similar loans to the public during 1996.
The residential loans described above were made pursuant to the Company's
Home Loan Program described on pages 126 and 127 and are secured by trust
deeds or mortgages on the respective residences of the members of the
Compensation Committee.
EMPLOYEE BENEFIT PLANS
The material which follows in this section describes certain provisions made
by the Company and its subsidiaries pursuant to certain stock option,
restricted stock, deferred compensation, employee savings, pension or other
incentive plans now in effect, that provide for severance, termination or
Change in Control benefits to
121
the named Executive Officers, other than group life and accident insurance,
group hospitalization and similar group payments and benefits.
STOCK BENEFIT PLANS
The 1988 Stock Plan provides for various types of stock incentives,
including stock options, restricted shares, bonus stock and performance
shares. The only awards granted to date under the 1988 Stock Plan have been
stock options and restricted stock (with performance vesting features). With
respect to options granted under the 1988 Stock Plan, the Administrator may,
with the consent of a holder, substitute awards or modify the terms and
conditions of any outstanding award to extend the exercisability and term
(subject to the maximum term limits), reduce the price, accelerate
exercisability or vesting or preserve benefits of the award. The 1988 Stock
Plan provides for automatic acceleration of the exercisability of awards and
accelerated vesting of awards upon a Change in Control or upon a qualifying
termination of employment during the pendency of a Potential Change in Control
(or during the six-month period thereafter). Under the 1988 Stock Plan, the
terms "Change in Control" and "Potential Change in Control" are defined as
they are in Mr. Maher's employment agreement. Under the terms of the Merger
Agreement, consummation of the Merger will constitute a Change in Control for
purposes of the 1988 Stock Plan.
OPTIONS
There were no grants of SARs to the named Executive Officers in 1996 and the
following market priced stock options were granted to the named Executive
Officers in 1996 based in part on performance in 1995 and 1996 (the first
number in each column represents the award for 1995 performance and the second
number represents the award for 1996 performance):
OPTION GRANTS IN LAST FISCAL YEAR
(A) (B) (C) (D) (E) (F)
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES IN EXERCISE PRICE PRESENT
NAME GRANTED (#)(1) FISCAL YEAR ($/SHARE)(2) EXPIRATION DATE VALUE($)(3)
---- -------------- ------------ -------------- --------------- -----------
John F. Maher 175,000 4.58 23.375 01/23/06 $ 971,250
200,000 5.23 30.875 12/09/06 $1,334,000
Michael M. Pappas 70,000 1.83 23.375 01/23/06 $ 388,500
50,000 1.31 30.875 12/09/06 $ 333,500
A. William Schenck III 70,000 1.83 23.375 01/23/06 $ 388,500
80,000 2.09 30.875 12/09/06 $ 533,600
Carl F. Geuther 60,000 1.57 23.375 01/23/06 $ 333,000
70,000 1.83 30.875 12/09/06 $ 466,900
J. Lance Erikson 40,000 1.05 23.375 01/23/06 $ 222,000
50,000 1.31 30.875 12/09/06 $ 333,500
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(1) These options vest and become exercisable in 25% installments on each of
the first four anniversaries of their grant, subject to acceleration in
certain circumstances such as a Change in Control. The options have a 10-
year term, subject to earlier termination in certain circumstances related
to termination of employment. The instrument setting forth the terms of
the option may provide that the exercise price of the option may be
satisfied by delivery of previously owned shares or by the withholding of
shares having a fair market value at the date of exercise equal to such
exercise price. At the election of the optionee, the Company's tax
withholding obligation with respect to the exercise of the option may also
be satisfied by the withholding of shares having a fair market value at
the date of exercise equal to such obligation.
(2) All stock options were granted at the fair market value on the date of
grant.
(3) The shares were valued based on the Black-Scholes option pricing model
adapted for use in valuing executive stock options using the following
assumptions for the January 23, 1996 grant: the 52 week average stock
price of $19.82, three year historical average stock price volatility of
.2288, a three year historical average dividend yield of 3.63%, a risk-
free rate equal to the 52 week average of ten-year Treasury Bonds of 6.60%
and an option term of 10 years. The shares granted on December 9, 1996,
were valued based on the Black-Scholes option pricing model adapted for
use valuing executive stock options using the following assumptions: the
52 week average stock price of $24.37, three year historical average stock
price volatility of .2319, a three year historical average dividend yield
of 3.69%, a risk free rate equal to the 52 week average of ten year
Treasury Bonds of 6.53% and an option term of 10 years. The valuation
method is hypothetical.
122
The following table shows for each of the named Executive Officers the
shares acquired on exercise of options during 1996, the difference between the
exercise price and the market value of the underlying shares on the date of
exercise, and (as to outstanding options at December 31, 1996) the number of
unexercised options and the aggregate unrealized appreciation on "in-the-
money," unexercised options held at such date:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FY-END OPTIONS AT FY-END
ACQUIRED ON VALUE (#) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED UNEXERCISABLE(1) UNEXERCISABLE(2)
---- ------------ -------- ----------------- --------------------
John F. Maher 62,500 $433,241 358,542/450,000 $4,967,373/1,912,500
Michael M. Pappas 50,000 $485,688 155,000/155,000 2,149,375/826,875
A. William Schenck III 0 0 32,262/246,786 245,998/1,131,743
Carl F. Geuther 35,000 $252,125 171,000/165,000 2,381,625/770,625
J. Lance Erikson 25,000 $139,767 89,010/110,000 122,604/472,500
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(1) The numbers shown in column (d) include all unexercised options held by
the named Executive Officers, 1,482,600 of which were "in the money." None
of the named Executive Officers holds any outstanding SARs.
(2) All values are based solely on the market value of the Common Shares at
the end of 1996, minus the exercise price of "in the money" options.
RESTRICTED STOCK
In January 1992, the Administrator first authorized awards of performance-
based restricted stock under the 1988 Stock Plan and established the specific
vesting provisions for such awards as described below. If the recipient
remained with the Company, the shares would vest completely 10 years after the
award date. Prior to that, they were subject to both accelerated vesting and
risk of forfeiture to the Company, in whole or in part, upon certain events.
The vesting was and is accelerated if and to the extent that the Company's
common stock performance, as measured by appreciation, dividends and other
distributions ("stockholder return"), over three-year performance cycles,
representing the three-year period ending December 31, 1995 and periodically
thereafter, exceeded and exceeds by specified amounts the stockholder return
(subject to certain adjustments) on common stocks of other designated banks,
savings associations or related holding companies (the "Peer Group"). If the
Company's percentile ranking relative to the Peer Group for the applicable
three-year period equals or exceeds the 50th percentile, the remaining
performance-based restricted shares vest in amounts ranging from 25% to 100%
of the original award. Seventy-five percent of the original awards vested in
1996, based on the Company's stockholder return. The remainder will continue
to vest under the terms of the related agreement and a portion of the
remaining award will vest in the event of death or disability of the holder,
at the rate of 20% per year. Vesting of these awards may be accelerated in
certain other circumstances, including upon a Change in Control, or in the
case of a qualifying termination of employment during the pendency of a
Potential Change in Control (or during the six-month period thereafter) or
upon retirement. Except as noted above, the unvested performance-based
restricted shares generally will be forfeited upon a termination of employment
(or, in Mr. Montgomery's case, termination of service as a consultant and a
Director). The performance-based restricted shares are registered to the
recipient subject to transfer and forfeiture restrictions, but are held by the
Company until such restrictions lapse. The recipients are entitled to
dividends and have voting rights on these performance-based restricted shares
prior to the time the restrictions lapse. Under the terms of the Merger
Agreement, consummation of the Merger will constitute a Change in Control for
purposes of the 1988 Stock Plan.
No awards of performance-based restricted stock or other long-term incentive
awards were granted to the named Executive Officers in 1996.
123
DEFERRED COMPENSATION PLANS
Under the Great Western deferred compensation plans, as amended to date,
participants are entitled to defer compensation until retirement, death, other
termination of employment or service, or until specified dates. Participants
receive a fixed rate yield based on the average annual interest rate of ten-
year United States Treasury Notes for the previous ten years. An enhanced
yield of up to 125% of the fixed rate yield will be payable in the event of
death, under certain circumstances upon retirement after age 55, and upon
termination of employment after plan participation for a specified number of
years. The plans also provide for Company matching contributions on deferred
compensation similar to that provided under the Employee Savings Incentive
Plan described below. The Senior Officers' Deferred Compensation Plan
supplements benefits payable to Executive Officers participating in the
Employee Savings Incentive Plan (the "Savings Plan") to the extent that
Savings Plan benefits are reduced under applicable Code limitations. The
deferred compensation plans provide for full vesting of employer matching
contributions upon a Change in Control or upon a qualifying termination of
employment during the pendency of a Potential Change in Control (or during the
six-month period thereafter). (Under the deferred compensation plans, the
terms "Change in Control" and "Potential Change in Control" are defined as
they are in Mr. Maher's employment agreement.) The plans also permit
participants to make an advance irrevocable election to receive a cash lump
sum payment of their account balance within 45 days after a Change in Control,
and to elect within two years after a Change in Control to withdraw their
account balance in a lump sum with a 5% penalty; if a participant's employment
or service has terminated because of Retirement (as defined in the plans) at
the time of such election, such participant is entitled to the enhanced yield
on his or her account. During the pendency of a Potential Change in Control,
and for six months thereafter, and for a period of two years following a
Change in Control, the plans may not be terminated, nor may they be adversely
amended without the consent of two-thirds of the participants. Mr.
Montgomery's Consulting Agreement and Mr. Maher's employment agreement,
however, provide for the preservation of previously elected deferrals and
payment options in the event of a Change in Control. The plans also provide
for pension benefits based on deferred compensation similar to those provided
under the Company's Retirement Plan (described below). Under the terms of the
Merger Agreement, consummation of the Merger will constitute a Change in
Control for purposes of the deferred compensation plans.
EMPLOYEE SAVINGS INCENTIVE PLAN
Under the Savings Plan, eligible employees may authorize payroll deductions
for contributions which, at the participant's direction, may be invested in
money market, equity, debt, balanced and Company stock funds. Under the
Savings Plan, employee contributions are matched by the Company in an amount
equal to 50% of such contribution up to a maximum contribution of 6% of the
employee's base salary, including overtime. The Great Western Board may
authorize annually an additional contribution in an amount not to exceed the
Company's mandatory contribution. Matching contributions vest at the rate of
30% for each of the first two years of participation in the Savings Plan and
the remaining 40% vests in the third year of participation. Certain
participant borrowings against vested benefits are permitted under the Savings
Plan.
RETIREMENT PLAN
The Retirement Plan is a non-contributory group pension plan providing for
monthly benefits in the event of retirement or, at the election of the
participant, a cash balance at retirement or termination of employment. On
January 1, 1997, the Company converted the Retirement Plan to a cash balance
plan based upon the results of extensive research regarding employee
demographics and competitive practices among the Company's peers. Benefits
under the Retirement Plan depend on factors such as length of service, average
monthly wage base and certain Social Security benefits. Employees over age 21
are eligible to participate after one year of service. Contributions to the
plan trust are made by the Company on an actuarial basis and in an amount to
obtain the maximum federal income tax deduction. Accrued benefits vest fully
after five years of participation and employees may elect to take the value of
their account as a lump sum payment if they terminate their employment with
the Company. Forfeitures of non-vested benefits are applied to reduce the
Company's contributions.
124
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Supplemental Executive Retirement Plan, as amended to date (the "SERP"),
provides a target retirement benefit at the participant's Normal Retirement
Date (defined under the SERP as following the later to occur of the attainment
of age 60 or 20 years of service for Mr. Maher and the later to occur of the
attainment of age 62 or 25 years of service for the other named Executive
Officers) equal to a percentage of average salary and bonus (65% for Mr. Maher
and 60% for the other named Executive Officers). The SERP provides that
Mr. Schenck will be credited for service with a previous employer. Under the
terms of the SERP, upon a qualifying termination of employment within the two-
year period following a Change in Control (or during the pendency of a
Potential Change in Control or during the six-month period thereafter), the
named Executive Officers will become entitled to receive retirement benefits
with no reduction for early retirement. (Under the SERP, the terms "Change in
Control" and "Potential Change in Control" are defined as they are in Mr.
Maher's employment agreement.) In addition, the SERP provides that during the
pendency of a Potential Change in Control, and for six months thereafter, and
for a period of two years following a Change in Control, the SERP may not be
terminated, nor may it be adversely amended without the approval of two-thirds
of SERP participants. The SERP also provides the participants with retirement
benefits that would otherwise exceed the annual limit on such benefits imposed
by the Code. Under the terms of the Merger Agreement, consummation of the
Merger will constitute a Change in Control for purposes of the SERP.
PENSION TABLES
The amounts shown in the summary compensation table do not include any
amounts expensed by the Company under the Company's Retirement Plan or under
the SERP, both of which are defined benefit plans, since the amount of the
accruals thereunder were not determined on an individual basis by the
actuaries for either of the plans during 1996. The following table illustrates
the total annual retirement benefits which would be provided under the benefit
formula described in the Retirement Plan and SERP to the named Executive
Officers (other than Mr. Maher) in various earnings classifications upon
normal retirement in 1996. The benefit formula presently in both plans
provides for an offset of certain Social Security benefits, and Mr. Schenck's
benefits under the SERP will be offset by benefits payable under retirement
plans of a previous employer. The amounts shown in the following table do not
reflect these offsets.
AVERAGE PAY
FOR RETIREMENT 25 YEARS
PLAN PURPOSES 15 YEARS 20 YEARS OR MORE
-------------- -------- -------- --------
$350,000 126,000 168,000 210,000
400,000 144,000 192,000 240,000
500,000 180,000 240,000 300,000
600,000 216,000 288,000 360,000
700,000 252,000 336,000 420,000
800,000 288,000 384,000 480,000
The following table illustrates the total annual retirement benefits which
would be provided under both plans to Mr. Maher. The table below does not
include the amount of the annual benefit ($46,600 based on present directors'
fees) that will be payable to Mr. Maher under the Directors' Retirement Plan.
AVERAGE PAY FOR YEARS OF CREDITED
RETIREMENT SERVICE
PLAN PURPOSES 20 YEARS OR MORE
--------------- -----------------
$1,400,000 910,000
1,600,000 1,040,000
1,800,000 1,170,000
Except as noted in the immediately succeeding sentence, the compensation
covered by the benefit formula under the combined retirement plans is salary
and bonus compensation (reduced by Social Security benefits), which is
reported for the past three fiscal years in columns (c) and (d) in the summary
compensation table
125
on page 116. Mr. Maher's employment agreement provides that, for purposes of
calculating his benefits under the SERP, the following levels of compensation
will be assumed: on any date in 1997, SERP benefits will be based on annual
compensation of $1,462,000; on any date in 1998, SERP benefits will be based
on actual compensation for 1997; on any date in 1999, SERP benefits will be
based on the average actual compensation for 1997 and 1998; and for any date
after 1999, SERP benefits will be based on the definition of "average monthly
compensation" set forth in the SERP. The named Executive Officers have the
following number of years of credited service: Mr. Maher, 23 years; Mr.
Pappas, 42 years; Mr. Schenck, 28 years; Mr. Geuther, 22 years; and Mr.
Erikson, 28 years.
UMBRELLA TRUSTS
The Great Western Board has authorized the establishment of two separate
Umbrella Trusts (the "Trusts") as a security arrangement for some or all of
the participants in the Company's SERP, Retirement Restoration Plan,
Director's Retirement Plan, supplemental retirement benefit for Mr. Gryp, the
employment agreements with the executive officers, the consulting agreement
with Mr. Montgomery and the deferred compensation plans (collectively, the
"Plans").
The Trusts, as amended to date, provide for the full funding of benefits
provided through the Trusts upon a Potential Change in Control, subject to
return following the expiration of the Potential Change in Control Period
(generally defined in the Trusts as six months following the date on which
such Potential Change in Control ceases to exist, if no Change in Control has
occurred during such period). (Under the Trusts, the terms "Change in Control"
and "Potential Change in Control" are defined as they are in Mr. Maher's
employment agreement.) In addition, the Trusts provide that within 30 days
following the end of each year following a Change in Control, the Company
shall be required to contribute to the Trusts the amount, when added to the
assets in the Trusts, needed to provide the benefits under the Plans.
Following a Change in Control or during the pendency of a Potential Change in
Control (and for 6 months thereafter), the amended Trusts may not be adversely
amended without the consent of two-thirds of the participants in the Plans.
Under the terms of the Trusts, the Trustee shall hold the trust assets for
the benefit of the participants in the Plans unless the Company is unable to
pay its debts as they become due or the Company is the subject of a pending
proceeding as a debtor under the federal Bankruptcy Code. If either of those
events occurs, the Trustee shall hold the trust assets for the benefit of the
general creditors of the Company, which may include participants in the Plans.
For purposes of the Trusts, a Potential Change in Control has occurred.
HOME LOAN PROGRAM
The Company has a Home Loan Program (the "Program") permitting secured loans
to employees, officers and directors at adjustable rates beginning at .25%
over the Company's cost of funds. Loans under the Program may be made to
finance the employee participant's principal residence and generally must be
secured by a first trust deed or mortgage on such residence. Executive
officers and directors may obtain loans from Great Western for a primary
residence in amounts up to 90% of the first $1,000,000 of appraised value and
80% of the excess appraised value. Executive officers and directors may also
obtain loans for secondary residences in amounts up to 90% of the first
$500,000 in appraised value, 80% of the next $500,000 in appraised value and
70% of the excess appraised value. Loans granted under the Program to
executive officers and directors are reviewed and approved by the Board of
Directors. See "Compensation Committee Interlocks and Insider Participation"
and "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" for information
regarding loans to directors and executive officers of the Company. Program
participants are disqualified from further participation after certain
terminations of employment or service, however, the Program, as amended to
date, provides all participants with protection from adverse amendments to the
terms of existing loans or suspension of the Program following a Change in
Control, protection against disqualification from participation following a
termination without cause or a reduction in hours to less than 20 1/2 per week
following a Change in Control, and protection against disqualification from
participation following a termination during the pendency of a Potential
Change in Control (or during the six-month period thereafter). Under the
Program, the terms "Change in
126
Control" and "Potential Change in Control" are defined as they are in Mr.
Maher's employment agreement. Under the terms of the Merger Agreement,
consummation of the Merger will constitute a Change in Control for purposes of
the Program. The Company does not expect to approve any additional loans under
the Program pending consummation of the Merger.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 31, 1997 with respect
to the only persons known by the Company to own beneficially more than 5% of
the outstanding shares of Great Western Common Stock, based upon reports filed
with the Securities and Exchange Commission. Each of the persons listed below
which has reported that it may be considered a beneficial owner of more than
5% of the Company's outstanding shares of Great Western Common Stock has
certified that, to the best of its knowledge and belief, the shares were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control
of the Company and were not acquired in connection with or as a participant in
any transaction having such purpose or effect. The number of shares of Great
Western Common Stock beneficially owned by each director is set forth in
"DIRECTORS" and by each Executive Officer is set forth in "EXECUTIVE
OFFICERS."
AMOUNT AND
NATURE OF
BENEFICIAL
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
-------------- ------------------------ ---------- ----------------
Common Stock Wellington Management 8,771,730(1) 6.37%
Company
75 State Street
Boston, Massachusetts 02109
Common Stock Vanguard/Windsor Fund, Inc. 8,236,786(2) 5.98%
100 Vanguard Boulevard
P. O. Box 2600
Malvern, Pennsylvania 19355
- --------
(1) Wellington Management Company ("WMC") has reported that it is an
investment adviser and, as such, is considered beneficial owner in the
aggregate of the shares listed in the table. WMC has declared that it has
shared power to vote 53,902 of the shares and shared dispositive power
over all of the shares shown in the table. The shares shown in the table
for the Vanguard/Windsor Funds, Inc. are also included in the total amount
reported in the table for WMC.
(2) The Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has reported that it
is an investment company and, as such, is considered the beneficial owner
in the aggregate of the shares listed in the table. Vanguard/Windsor has
declared that it has sole power to vote or direct the vote and shared
power to dispose or to direct the disposition of the shares shown in the
table.
127
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOAN TRANSACTIONS
The following table shows as to certain of the Company's executive officers
and directors: (i) the largest aggregate amount of indebtedness to the Company
in excess of $60,000 outstanding from January 1, 1996 to March 31, 1997; (ii)
the nature of the indebtedness; (iii) the outstanding balance of the
indebtedness on March 31, 1997; and (iv) the annual rate of interest charged
on the indebtedness. Information concerning the indebtedness to the Company by
members of the Compensation Committee of the Board of Directors is given under
the caption "Compensation Committee Interlocks and Insider Participation" on
page 121.
LARGEST INDEBTEDNESS
NAME OF EXECUTIVE AGGREGATE NATURE OF OUTSTANDING AT INTEREST
OFFICER OR DIRECTOR INDEBTEDNESS($) INDEBTEDNESS(1) MARCH 31, 1997($) RATE(%)(2)
------------------- --------------- --------------- ----------------- ----------
David Alexander 249,485 Residential 240,829 4.71
J. Lance Erikson 787,500 Residential 782,598 4.81
222,098 Residential 215,340 4.71
Carl F. Geuther 156,154 Residential 150,763 4.71
1,335,074 Residential 1,304,735 4.71
John F. Maher 417,003 Residential 403,012 4.71
751,391 Residential 726,200 4.71
James F. Montgomery 958,390 Residential 0
1,498,197 Residential 1,467,615 4.81
690,000 Residential 683,058 4.81
500,000 Unsecured 500,000 8.50
Michael M. Pappas 900,000 Residential 893,330 4.81
204,347 Residential 198,323 4.71
A. William Schenck III 613,000 Residential 600,502 4.81
1,212,000 Residential 1,188,638 4.81
- --------
(1) Loans secured by the same residence are aggregated.
(2) Interest on these loans, except for Mr. Montgomery's prime rate unsecured
loan, is generally at monthly adjustable rates equal to the Company's cost
of funds plus .25%. This rate was approximately 2.22% to 2.42% below that
on similar loans to the public during 1996.
The residential loans described above were made pursuant to the Company's
Home Loan Program described on pages 126 and 127 and are secured by trust
deeds or mortgages on the respective residences of the named directors and
executive officers.
Interest on Mr. Montgomery's unsecured, personal loan is payable annually
and the entire principal amount is payable on December 31, 1999 or, under
certain circumstances, at the end of the Consulting Period on December 31,
2000.
From time to time, directors, executive officers, members of their immediate
families and entities with which such persons are known by Great Western or
GWB to be affiliated or associated may obtain "margin" loans from a subsidiary
of Great Western, obtain secured and unsecured loans from GWB, place interest
bearing deposits with GWB, maintain checking accounts with GWB and avail
themselves of check guarantee and overdraft features allowed on these
accounts, all in accordance with applicable law. The transactions described in
this paragraph are all in the ordinary course of Great Western's or GWB's
business and are made on terms substantially the same, including interest rate
and collateral, as those prevailing at the time for comparable transactions
with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features.
128
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Great Western Financial Corporation
April 30, 1997 /s/ Carl F. Geuther
________________ By: __________________________________
DATE CARL F. GEUTHER, VICE CHAIRMAN
AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on April 30, 1997, by the following persons on
behalf of the registrant and in the capacities indicated.
*
- -------------------------------------
JOHN F. MAHER, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Carl F. Geuther
- -------------------------------------
CARL F. GEUTHER, VICE CHAIRMAN AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
*
- -------------------------------------
BARRY R. BARKLEY, SENIOR VICE
PRESIDENT AND
CONTROLLER (PRINCIPAL ACCOUNTING
OFFICER)
*
- -------------------------------------
JAMES F. MONTGOMERY, DIRECTOR AND
CHAIRMAN OF THE BOARD
* *
- ------------------------------------- -------------------------------------
DR. DAVID ALEXANDER, DIRECTOR ENRIQUE HERNANDEZ, JR., DIRECTOR
*
- ------------------------------------- -------------------------------------
H. FREDERICK CHRISTIE, DIRECTOR CHARLES D. MILLER, DIRECTOR
* *
- ------------------------------------- -------------------------------------
STEPHEN E. FRANK, DIRECTOR DR. ALBERTA E. SIEGEL, DIRECTOR
* *
- ------------------------------------- -------------------------------------
JOHN V. GIOVENCO, DIRECTOR WILLIS B. WOOD, JR., DIRECTOR
*
- -------------------------------------
FIRMIN A. GRYP, DIRECTOR
*/s/ Carl F. Geuther
- -------------------------------------
*AS ATTORNEY-IN-FACT PURSUANT TO A
POWER-OF-ATTORNEY PREVIOUSLY FILED.
129