As filed with the Securities and Exchange Commission on June 13, 1997
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BSM BANCORP
(Exact name of issuer as specified in its charter)
California 77-0442667
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2739 Santa Maria Way, Santa Maria, California 93455
(Address of principal executive offices)
BSM BANCORP 1996 STOCK OPTION PLAN
(Full title of the plan)
William A. Hares
President and Chief Executive Officer
BSM Bancorp
2739 Santa Maria Way
Santa Maria, California 93455
(Name and address of agent for service)
(805) 937-8551
(Telephone number, including area code, of agent for service)
Copy to:
Loren P. Hansen, Esquire
Knecht & Hansen
1301 Dove Street, Suite 900
Newport Beach, California 92660
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO PRICE PER OFFERING REGISTRATION
BE REGISTERED BE REGISTERED(1) SHARE(2) PRICE FEE
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Common Stock,
No Par Value 892,542 $17.00 $15,173,214 $4,597.94
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EXPLANATORY NOTE
In accordance with the Note to Part I of the Form S-8, the information
specified by Part I has been omitted from this Registration Statement.
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(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares as may
become subject to options under the BSM Bancorp 1996 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(g).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Company hereby
incorporates by reference into this Registration Statement the following
documents:
(a) The Bank of Santa Maria's Annual Report on Form F-2 for the fiscal
year ended December 31, 1996 filed with the Federal Deposit Insurance
Corporation.
(b) All other reports filed with the Securities and Exchange
Commission ("Commission") pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended ("1934 Act"), since December 31, 1996.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form S-4 that was filed with the Commission on
November 27, 1996, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 3.15 of the Company's Bylaws provides as follows:
(a) The corporation shall, to the maximum extent and in the manner
permitted by the California Corporations Code (the "Code"), indemnify each of
its directors against expenses (as defined in Section 317(a) of the Code),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Section 3.15, a "director" of the corporation
includes any person (i) who is or was a director of the corporation, (ii) who is
or was serving at the request of the corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.
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(b) The corporation shall have the power, to the extent and in the
manner permitted by the Code, to indemnify each of its officers, employees and
agents against expenses (as defined in Section 317(a) of the Code), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding (as defined in Section 317(a) of the Code),
arising by reason of the fact that such person is or was an officer, employee or
agent of the corporation. For purposes of this Section 3.15, an "officer",
"employee" or "agent" of the corporation includes any person (i) who is or was
an officer, employee, or agent of the corporation, (ii) who is or was serving at
the request of the corporation as an officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an officer, employee or agent of the corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
(c) Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 3.15 shall
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified as authorized in this
Section 3.15. Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is permitted pursuant to Section 3.15 may
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified as authorized in this
Section 3.15.
(d) The indemnification provided by this Section 3.15 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.
(e) The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an agent of the corporation
against any liability asserted against or incurred by such person in such
capacity or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Section 3.15.
(f) No indemnification or advance shall be made under this Section
3.15, except where such indemnification or advance is mandated by law or the
order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:
(1) That it would be inconsistent with a provision of the
Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or
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(2) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 204 of the California Corporations Code allows a corporation
to adopt a partial exemption from liability of its directors. New subsections
(10) and (11) of Section 204(a) of the California Corporations Code permit the
Articles of Incorporation to include the following provisions:
"(10) Provisions eliminating or limiting the personal liability
of a director for monetary damages in an action brought by or in the
right of the corporation for breach of director's duties to the
corporation and its shareholders, as set forth in Section 309,
provided, however, that (A) such a provision may not eliminate or
limit the liability of directors (i) for acts or omissions that
involve intentional misconduct or a knowing and culpable violation of
law, (ii) for acts of omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders
or that involve the absence of good faith on the part of the director,
(iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or
its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation or its shareholders, (vi) under
Section 310 (which relates to transactions between corporations and
directors of corporations have interrelated directors) or (vii) under
Section 316 (which relates to liability for illegal distributions or
dividends) (B) no such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the
date when the provision becomes effective, and (C) no such provision
shall eliminate or limit the liability of an officer for any act or
omission as an officer, notwithstanding that the officer is also a
director or that his or her actions, if negligent or improper, have
been ratified by the directors.
"(11) A provision authorizing, whether by bylaw, agreement, or
otherwise, the indemnification of agents (as defined in Section 317)
in excess of that expressly permitted by Section 317 for those agents
of the corporation for breach of duty to the corporation and its
stockholders, provided, however, that the provision may not provide
for indemnification of any agent for any acts or omissions or
transactions from which a director may not be relieved of liability as
set forth in the exception to paragraph (10) or as to circumstances in
which indemnity is expressly prohibited by Section 317.
Notwithstanding this subdivision, in the case of a close
corporation any of the provisions referred to above may be validly
included in a shareholders' agreement. Notwithstanding this
subdivision, bylaws may require for all or any actions by the board
the affirmative vote of a majority of the authorized number of
directors. Nothing contained in this subdivision shall affect the
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enforceability, as between the parties thereto, of any lawful
agreement not otherwise contrary to public policy."
Section 204.5(a) was added to the California Corporations Code and
provides that if the articles of incorporation include a provision reading
substantially as follows: "The liability of the directors of the corporation
for monetary damages shall be eliminated to the fullest extent permissible
under "California law", then the corporation shall be considered to have adopted
a provision as authorized by paragraph (10) of subdivision (a) of Section 204
and more specific wording shall not be required.
The Articles of the Company contains the following Article V:
"ARTICLE V - DIRECTOR LIABILITY
The liability of the directors of the Corporation
for monetary damages shall be eliminated to the
fullest extent permissible under California law."
In addition, the Articles of the Company contains the following
Article VI:
"ARTICLE VI - INDEMNIFICATION
The corporation is authorized to provide
indemnification of agents (as defined in Section
317 of the Corporation Code) for breach of duty to
the corporation and its stockholders through
bylaw provisions or through agreements with the
agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the
Corporations Code, subject to the limits on such
excess indemnification set forth in Section 204 of
the Corporations Code."
The Company has adopted provisions in its bylaws and indemnification agreements
pursuant to the above provisions.
Section 317 of the California General Corporation Law is set forth below:
"SECTION 317. INDEMNIFICATION OF CORPORATE "AGENT".
(a) For the purposes of this section, "agent" means any person who is
or was a director, officer, employee or other agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without
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limitation attorneys' fees and any expenses of establishing a right to
indemnification under subdivision (d) or paragraph (3) of subdivision (e).
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the corporation to procure a judgment in its favor)
by reason of the fact that such person is or was an agent of the corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the interests of the corporation or that the
person had reasonable cause to believe that the person's conduct was unlawful.
(c) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was an agent of the
corporation, against expenses actually and reasonably incurred by such person
in connection with the defense or settlement of such action if such person acted
in good faith, in a manner such person believed to be in the best interests of
the corporation and its shareholders.
No indemnification shall be made under this subdivision for any of the
following:
(1) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for the expenses and then only to the extent that the court shall
determine.
(2) Of amounts paid in settling or otherwise disposing of a
pending action without court approval.
(3) Of expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
(d) To the extent that an agent of a corporation has been successful
on the merits in defense of any proceeding referred to in subdivision (b) or (c)
or in defense of any claim, issue or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
(e) Except as provided in subdivision (d), any indemnification under
this section shall be made by the corporation only if authorized in the specific
case, upon a determination
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that indemnification of the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in subdivision (b) or
(c), by any of the following:
(1) A majority vote of a quorum consisting of directors who are
not parties to such proceeding.
(2) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion.
(3) Approval of the shareholders (Section 153), with the shares
owned by the person to be indemnified not being entitled to vote thereon.
(4) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney or other person is opposed by the
corporation.
(f) Expenses incurred in defending any proceeding may be advanced by
the corporation prior to the final disposition of such proceeding upon receipt
of an undertaking by or on behalf of the agent to repay such amount unless it
shall be determined ultimately that the agent is not entitled to be indemnified
as authorized in this section.
(g) The indemnification provided by this section shall not be deemed
exclusive of any additional rights to indemnification for breach of duty to the
corporation and its shareholders while acting in the capacity of a director or
officer of the corporation to the extent the additional rights to
indemnification are authorized in an article provision adopted pursuant to
paragraph (11) of subdivision (a) of section 204. The indemnification provided
by this section for acts, omissions, or transactions while acting in the
capacity of, or while serving as, a director or officer of the corporation but
not involving breach of duty to the corporation and its shareholders shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, to the extent the additional rights to
indemnification are authorized in the articles of the corporation. An article
provision authorizing indemnification "in excess of that otherwise permitted by
Section 317" or "to the fullest extent permissible under California law" or the
substantial equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and its
shareholders as referred to in, and with the limitations required by, paragraph
(11) of subdivision (a) of section 204 and a provision for additional
indemnification as referred to in the second sentence of this subdivision. The
rights to indemnity hereunder shall continue as to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. Nothing contained in this
section shall affect any right to indemnification to which persons other than
such directors and officers may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this section,
except as provided in subdivision (d) or paragraph (3) of subdivision (e), in
any circumstance where it appears:
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(1) That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders or an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification.
(2) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
(i) A corporation shall have power to purchase and maintain insurance
on behalf of any agent of the corporation against any liability asserted against
or incurred by the agent in such capacity or arising out of the agent's status
as such whether or not the corporation would have the power to indemnify the
agent against such liability under the provisions of this section. The fact that
a corporation owns all or a portion of the shares of the company issuing a
policy of insurance shall not render this subdivision inapplicable if either of
the following conditions are satisfied: (l) if the articles authorize
indemnification in excess of that authorized in this section and he insurance
provided by this subdivision is limited as indemnification is required to be
limited by paragraph (11) of subdivision (a) of Section 204; or (2)(A) the
company issuing the insurance policy is organized, licensed, and operated in a
manner that complies with the insurance laws and regulations applicable to its
jurisdiction of organization, (B) the company issuing the policy provides
procedures for processing claims that do not permit that company to be subject
to the direct control of the corporation that purchased that policy, and (C) the
policy issued provides for some manner of risk sharing between the issuer and
purchaser of the policy, on one hand, and some unaffiliated person or persons,
on the other, such as by providing for more than one unaffiliated owner of the
company issuing the policy or by providing that a portion of the coverage
furnished will be obtained from some unaffiliated insurer or reinsurer.
(j) This section does not apply to any proceeding against any
trustee, investment manager or other fiduciary of an employee benefit plan in
such person's capacity as such, even though such person may also be an agent as
defined in subdivision (a) of the employer corporation. A corporation shall
have power to indemnify such a trustee, investment manager or other fiduciary to
the extent permitted by subdivision (f) of Section 207."
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description Page
- ---------- ----------- ----
4 BSM Bancorp 1996 Stock Option
Plan, as amended, and form Stock
Option Agreement
5 Opinion of Knecht & Hansen regarding
legality of shares to be registered
15 Letter regarding unaudited interim
financial information Inapplicable
23(a) Consent of Knecht & Hansen (filed
as part of Exhibit 5)
23(b) Consent of independent public accountants
25 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"1933 Act"), each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
hat 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.
(b) Insofar as indemnification for liabilities arising under the 1933
Act 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 Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer of 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 1933 Act and will be governed by the final
adjudication of such issue.
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(c) The undersigned registrant undertakes to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(d) The undersigned registrant undertakes that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant undertakes 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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Santa Maria, State of California, on
this 13th day of June, 1997.
BSM BANCORP
By /s/ William A. Hares
------------------------------------------
William A. Hares
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William A. Hares and F. Dean Fletcher, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, 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
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
Principal Executive Officer:
/s/ William A. Hares President and Chief Executive June 13, 1997
- ---------------------------- Officer
William A. Hares
Principal Financial and Accounting Officer:
/s/ F. Dean Fletcher Executive Vice President and June 13, 1997
- ---------------------------- Chief Financial Officer
F. Dean Fletcher
/s/ Armand R. Acosta Director June 13, 1997
- ----------------------------
Armand R. Acosta
/s/ Richard E. Adam Director June 13, 1997
- ----------------------------
Richard E. Adam
/s/ Fred L. Crandall, Jr. Director June 13, 1997
- ----------------------------
Fred L. Crandall, Jr.
Chairman of the Board, June 13, 1997
- ---------------------------- Director
A.J. Diani
/s/ Roger A. Ikola Director June 13, 1997
- ----------------------------
Roger A. Ikola
/s/ Toshiharu Nishino Director June 13, 1997
- ----------------------------
Toshiharu Nishino
/s/ Joseph Sesto, Jr. Director June 13, 1997
- ----------------------------
Joseph Sesto, Jr.
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Name Title Date
---- ----- ----
/s/ William L. Snelling Director June 13, 1997
- ----------------------------
William L. Snelling
/s/ Mitsuo Taniguchi Director June 13, 1997
- ----------------------------
Mitsuo Taniguchi
/s/ Joseph F. Ziemba Director June 13, 1997
- ----------------------------
Joseph F. Ziemba
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Board of Directors who administer the BSM Bancorp 1996 Stock Option Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Maria, State of
California, on the 13th day of June, 1997.
BSM BANCORP
1996 STOCK OPTION PLAN
By /s/ William A. Hares
------------------------------------------
William A. Hares, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
Principal Executive Officer:
/s/ William A. Hares President and Chief Executive June 13, 1997
- ---------------------------- Officer
William A. Hares
Principal Financial and Accounting Officer:
/s/ F. Dean Fletcher Executive Vice President and June 13, 1997
- ---------------------------- Chief Financial Officer
F. Dean Fletcher
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Name Title Date
---- ----- ----
/s/ Armand R. Acosta Director June 13, 1997
- ----------------------------
Armand R. Acosta
/s/ Richard E. Adam Director June 13, 1997
- ----------------------------
Richard E. Adam
/s/ Fred L. Crandall, Jr. Director June 13, 1997
- ----------------------------
Fred L. Crandall, Jr.
Chairman of the Board, June 13, 1997
- ---------------------------- Director
A.J. Diani
/s/ Roger A. Ikola Director June 13, 1997
- ----------------------------
Roger A. Ikola
/s/ Toshiharu Nishino Director June 13, 1997
- ----------------------------
Toshiharu Nishino
/s/ Joseph Sesto, Jr. Director June 13, 1997
- ----------------------------
Joseph Sesto, Jr.
/s/ William L. Snelling Director June 13, 1997
- ----------------------------
William L. Snelling
/s/ Mitsuo Taniguchi Director June 13, 1997
- ----------------------------
Mitsuo Taniguchi
/s/ Joseph F. Ziemba Director June 13, 1997
- ----------------------------
Joseph F. Ziemba
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