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As filed with the Securities and Exchange Commission on September 26, 1994
Registration No. 33-54925
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITED INNS, INC.
(Exact name of registrant as specified in its charter)
7011
(Primary Standard Industrial
Classification Code Number)
DELAWARE 58-0707789
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 2300, 5100 POPLAR AVENUE
MEMPHIS, TENNESSEE 38137
(901) 767-2880
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
AUGUSTUS B. RANDLE, III
SECRETARY AND GENERAL COUNSEL
UNITED INNS, INC.
SUITE 2300, 5100 POPLAR AVENUE
MEMPHIS, TENNESSEE 38137
(901) 767-2880
(Name,address, including zip code, and telephone number,
including area code, of agent for service)
With Copies to:
ROY KEATHLEY
HEISKELL, DONELSON, BEARMAN, ADAMS, WILLIAMS & CALDWELL
2000 FIRST TENNESSEE BUILDING
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 526-2000
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the follow
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X].
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PROSPECTUS
UNITED INNS, INC.
60,000 SHARES OF COMMON STOCK
This Prospectus relates to 60,000 shares of the common stock, $1.00 par
value per share ("Common Stock") of United Inns, Inc. ("UII"), including 35,000
shares which may be issued upon exercise of options as described herein (the
"Option Shares"). The 60,000 shares of Common Stock that are offered for resale
hereby are collectively referred to as the "Shares." The Shares may be offered
by certain shareholders of UII (the "Selling Shareholders") from time to time in
transactions in the market, in negotiated transactions or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Selling Shareholders" and "Sale of
the Shares."
The Selling Shareholders listed in the table on page 3 acquired the Shares
and will acquire the Option Shares in connection with that certain Consulting
Agreement by and between UII and Geller & Co., an Illinois corporation dated
August 13, 1993 (the "Consulting Agreement").
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by UII. UII will bear all expenses (other than
selling commissions and fees) in connection with the registration of the Shares
being offered by the Selling Shareholders.
The outstanding shares of Common Stock are included for quotation on the
New York Stock Exchange ("NYSE"). The last reported sale price of UII Common
Stock on the NYSE on September __, 1994 was $____ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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Price to public Underwriting discounts Proceeds to Selling
and commissions Shareholders
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Per share of Common Stock $ $ $
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Total $ $ $
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE HEREIN CONTAINED
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY UII OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UII SINCE THE DATE
HEREOF.
_____________________________________
THE DATE OF THIS PROSPECTUS IS SEPTEMBER __, 1994
AVAILABLE INFORMATION
UII is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Copies of such reports, proxy statements and other
information can be obtained, upon payment of prescribed fees, from the Public
Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, such reports, proxy statements and
other information can be inspected at the SEC's facilities referred to above and
at the SEC's Regional Offices at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The UII Common Stock is included for quotation on the NYSE, the
Pacific Stock Exchange, Incorporated and the Philadelphia Stock Exchange, Inc.
and such reports, proxy statements and other information concerning UII should
be available for inspection and copying at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005; the offices of the
Pacific Stock Exchange, Incorporated, 301 Pine Street, San Francisco,
California 94104; and the offices of the Philadelphia Stock Exchange, Inc.,
Philadelphia Stock Exchange Building, 1900 Market Street, Philadelphia,
Pennsylvania 19103. This Prospectus is part of a Registration Statement filed
and effective under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the shares of Common Stock to be sold. This Prospectus
does not contain all the information set forth in the Registration Statement.
Such additional information may be obtained from the SEC's principal office in
Washington, D.C. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any
contract or other document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or such
other document, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are hereby incorporated by
reference in this Prospectus and made a part hereof:
(a) UII's Annual Report on Form 10-K for the year ended September 30, 1993;
(b) UII's Quarterly Reports on Form 10-Q filed February 22, 1994, May 16, 1994
and August 22, 1994;
(c) UII's proxy statement dated December 30, 1993, exclusive of the Board
Compensation Committee Report and the Stock Performance Graph on pages 3-4
thereof; and
(d) the description of UII Common Stock contained in UII's registration
statement on Form S-1, filed October 7, 1971, (and any amendments or
reports filed for the purpose of updating the description).
All documents filed by UII pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering registered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference will be deemed to be modified or
superseded for the purpose of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is, or
is deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
UII HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS THE EXHIBITS HAVE BEEN SPECIFICALLY
INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE
SECRETARY, UII, SUITE 2300, 5100 POPLAR AVENUE, MEMPHIS, TENNESSEE 38137,
TELEPHONE NUMBER (901) 767-2880.
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UNITED INNS, INC.
UII is a Delaware corporation which, since 1956, through its subsidiaries
primarily owns and operates hotels. For the most part, UII engages in the
operation of hotels under Holiday Inns, Inc. licenses. UII currently operates
27 hotels: eight in Atlanta, Georgia; six in Houston, Texas; four in Jackson,
Mississippi; three in Dallas, Texas; two in Colorado Springs, Colorado; one each
in Flagstaff and Scottsdale, Arizona; San Jose and Santa Barbara, California.
All hotels are equipped with year round temperature control, a swimming pool,
telephone and free television in each room, 24-hour switchboard service, wall-
to-wall carpeting, on-premises parking and free advance reservation services.
All hotels contain restaurants operated by UII and sell liquor, except for the
three Hampton Inns located in Jackson, Mississippi; Atlanta, Georgia; and
Houston, Texas; the Days Inn Dallas Regal Row; the two Holiday Inn Express
properties located in Atlanta, Georgia and one property in Colorado Springs,
Colorado; and the Super 8 Motel located in San Jose, California; which are
limited service hotels located within line of sight of various food and
beverage facilities.
UII also owns and operates a Mr. Pride Car Wash in Houston, Texas. The car
wash center uses modern semi-automatic car washing equipment. Automobiles are
pulled by a conveyor through a series of washing, rinsing and drying cycles. The
unit is operated on leased property with a lease expiration date of October 31,
1995. Additionally, UII owns several closed car wash units and an undeveloped
leased site which are being held for disposition.
There has been no significant changes in the kinds of products produced or
services rendered by UII or in the markets or methods of distribution since the
beginning of the fiscal year, October 1, 1993. UII currently has no new hotel
developments underway or planned.
At June 30, 1994, UII had consolidated total assets of approximately $137
million and stockholders' equity of $16 million.
The principal executive offices of UII are located at Suite 2300, 5100
Poplar Avenue, Memphis, Tennessee 38137, and its telephone number is (901)
767-2880.
Additional information about UII and its subsidiaries is included in
documents incorporated by reference in this Prospectus. See "Incorporation of
Certain Documents by Reference."
SELLING SHAREHOLDERS
The following table shows the name of each Selling Shareholder and the
number of Shares being offered by each. After completion of the offering,
assuming all of the Shares being offered are sold, the Selling Shareholders will
not own any shares of Common Stock.
COMMON STOCK BENEFICIALLY OWNED
Upon Percentage
Completion Owned Upon
Prior to Offered of the Completion of
Selling Shareholder Offering Hereby Offering Offering
- ------------------- -------- ------- ---------- -------------
Geller & Co has furnished consulting services to UII since August 13, 1993.
UII has agreed to bear all expenses (other than selling commissions and
fees) in connection with the registration and sale of the Shares being offered
by the Selling Shareholders in market transactions or in negotiated
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transactions. See "Sale of the Shares." UII has filed with the Commission a
Registration Statement on Form S-3 under the Securities Act with respect to the
resale of the Shares from time to time in the market or in negotiated
transactions and has agreed to prepare and file such amendments and supplements
to the Registration Statement as may be necessary. This Prospectus forms a part
of such Registration Statement.
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be effected from
time to time in transactions in the market, in negotiated transactions or
through a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of the sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for which such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act.
THE CONSULTING AGREEMENT
The Company entered a Consulting Agreement in August 1993 with Geller & Co.
for the performance of consulting services related to its hotel operations and
corporate structure. Compensation under the agreement consisted of a monthly
retainer fee, a contractual right to a restricted stock award of 25,000 shares
of the Common Stock and an option to purchase an additional 35,000 shares at the
then current average market price. The above mentioned shares and option to
purchase shares were to be fully vested, earned and delivered upon the
completion of the full term and substantial performance under the conditions
of the agreement, one year from the date of execution. Satisfactory completion
of the consultant's performance under the agreement occurred during the fourth
quarter.
DESCRIPTION OF UII CAPITAL STOCK
The following summaries of certain provisions of the Certificate of
Incorporation, as amended (the "Charter"), and Bylaws, as amended, of UII, do
not purport to be complete, are qualified in their entirety by reference to such
instruments, each of which is an exhibit to the Registration Statement of which
this Prospectus is a part, and are subject, in all respects, to applicable
Delaware law.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of UII currently consists of 10,000,000 shares
of Common Stock, $1.00 par value per share, which may be issued from time to
time by resolution of the UII Board. As of June 30, 1994, there were 2,640,899
shares of UII Common Stock outstanding. Also, 300,000 shares of UII Common
Stock are reserved for issuance under a stock plan. The holders of the UII
Common Stock are entitled to receive such dividends as may be declared by the
UII Board from funds legally available therefor. The holders of the outstanding
shares of UII Common Stock are entitled to one vote for each such share on all
matters presented to shareholders and are not entitled to cumulate votes for the
election of directors. Upon any dissolution, liquidation or winding up of UII
resulting in a distribution of assets to the shareholders, the holders of UII
Common Stock are entitled to receive such assets ratably according to their
respective holdings after payment of all liabilities and obligations. The
shares of UII Common Stock have no preemptive, redemption, subscription or
conversion rights. The Transfer Agent for the Common Stock is The First
National Bank of Boston.
The UII Board is elected each year. In addition, the Charter and the
Bylaws, among other things, generally give to the UII Board the authority to fix
the number of directors on the UII Board and to fill vacancies on the UII Board.
USE OF PROCEEDS
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by UII.
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LEGAL MATTERS
A legal opinion to the effect that the Shares offered hereby, when sold,
will be validly issued, fully paid and nonassessable, has been rendered by
Heiskell, Donelson, Bearman, Adams, Williams & Caldwell, counsel for UII.
EXPERTS
The consolidated financial statements of UII and its subsidiaries
incorporated by reference in UII's Annual Report on Form 10-K for the year ended
September 30, 1993 have been audited by Frazee, Tate & Associates, independent
public accountants, as set forth in their report thereon dated December 3, 1993,
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance on such
report given upon the authority of such firm as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the SEC. . . . . . . . . . . . . . . . . . .$ 295
Printing expense . . . . . . . . . . . . . . . . . . . . . . . . . 250
Accounting fees and expense. . . . . . . . . . . . . . . . . . . 1,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . 2,500
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . 955
------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$5,000
------
------
All fees and expenses are estimates except for the registration fee to the
SEC.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Laws of the State of Delaware
authorize a corporation to provide for the indemnification of officers,
directors, employees and agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. UII has adopted the provisions of the Delaware statute pursuant to
Section 4 of its Bylaws. Also, UII has a "Directors' and Officers' Liability
Insurance Policy" which provides coverage sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.
Section 102(b)(7) of the General Corporation Laws of the State of Delaware,
permits the inclusion in the certificate of incorporation charter of a Delaware
corporation of a provision, with certain exceptions, eliminating the personal
monetary liability of directors to the corporation or its shareholders for
breach of the duty of care. UII has adopted the provisions of the statute in
Article 9 of its certificate of incorporation.
The shareholders of UII have approved an amendment to Article 9 of the
Bylaws pursuant to which UII is required to indemnify each director and any
officers designated by the UII Board, and advance expenses, to the maximum
extent not prohibited by law.
ITEM 16. EXHIBITS
Exhibits
Number Description
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4(a) Certificate of Incorporation, as amended, of the Registrant
(incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1980 (File No. 1-6848)
filed with the Commission on December 27, 1980 and to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1987 filed with the Commission on January 6, 1988).
4(b) Bylaws, as amended, of the Registrant (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1982 filed with the Commission on December 28, 1982).
*5 Opinion Regarding Legality
II-1
*23(b) Consent of Heiskell, Donelson, Bearman, Adams, Williams & Caldwell,
included in Exhibit 5
24 Consent of Frazee, Tate and Associates
*28 Consulting Agreement dated as of August 13, 1993 by and between United
Inns, Inc. and Geller & Co.
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* Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales of the securities
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 any facts or events arising after the effective date (or
most recent post-effective amendment) 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 or any material change to such
information set forth in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required [or] 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 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c) 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.
II-2
SIGNATURES
Pursuant to the requirement 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-3 and has duly caused its Amendment No. 1
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of Tennessee, on
September 26, 1994.
UNITED INNS, INC.
By:/s/Don W. Cockroft
----------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Don W. Cockroft and J. Howard Lammons
jointly and each of them severally, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to execute and sign this
Registration Statement on Form S-3 and to cause the same to be filed with the
Securities and Exchange Commission, and, further, to execute and sign any and
all pre-effective and post-effective amendments thereto and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, or their or his or her substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all the acts that said attorney-in-fact and agents, or any of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Don W. Cockroft President, Chief Executive September 26, 1994
- ------------------------ Officer and Director (principal
Don W. Cockroft executive officer)
/s/ J. Don Miller Vice President and Chief September 26, 1994
- ------------------------ Financial Officer (principal
J. Don Miller financial officer)
/s/ * Director September 26, 1994
- ------------------------
Robert L. Cockroft
/s/ * Director September 26, 1994
- ------------------------
J. Howard Lammons
Director September __, 1994
- ------------------------
Janet Virgin
Director September __, 1994
- ------------------------
Ronald J. Wareham
/s/ * Director September 26, 1994
- ------------------------
Howard W. Loveless
<FN>
* By /s/ Don W. Cockroft September 26, 1994
as Attorney-in-Fact