As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2708455
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
VALLEY GROUP EMPLOYEES'
401(K) SAVINGS PLAN
(Full title of the plan)
Michael S. Paquette
Vice President and Controller
Fund American Enterprises Holdings, Inc.
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered(1) registered(2) offering price per share(3) aggregate offering price(3) registration fee
- ------------------------------ ------------- --------------------------- --------------------------- ----------------
Common Stock, 300,000 $ 104.69 $31,407,000 $9,517.28
$1.00 par value shares
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein (the "Plan").
(2) Includes shares that may be contributed as, or acquired with, matching
contributions, and shares that may be purchased under the Plan with elective
contributions and at the direction of Plan participants.
(3) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average high and low sales prices of the Common Stock as
reported on the New York Stock Exchange on June 25, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Fund American Enterprises
Holdings, Inc. (the "Registrant") (Commission file no. 1-8993) or the Valley
Group Employees 401(k) Savings Plan (the "Plan") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby are incorporated
in this Registration Statement by reference: (a) Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 (the "1996 Form 10-K"); (b)
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
(c) the Plan's Annual Report on Form 11-K for the year ended December 31, 1996;
and (d) the description of Registrant's common stock, $1.00 par value per share,
included in Registrant's Registration Statement on Form S-3 dated July 26, 1994,
as amended by an amendment to said Form S-3 dated November 7, 1994. All
documents subsequently filed by Registrant or the Plan pursuant to Sections
13(a), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law ("GCL") of the State of Delaware provides
that a Delaware corporation, such as the registrant, may indemnify a director or
officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is
adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper. The GCL also generally permits the advancement of a director's or
officer's expenses, including by means of a mandatory charter or bylaw provision
to that effect, in lieu of requiring the authorization of such advancement by
the Board of Directors in specific cases.
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Article XI of Registrant's Amended and Restated By-Laws contains the
indemnification provisions that follow:
ARTICLE XI
Indemnification
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54. Indemnification of Directors, Officers, Agents and
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Employees.
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Section 1. Right to Indemnification. The Corporation shall to
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the fullest extent permitted by applicable law as then in effect, indemnify
any person (the "Indemnitee") unless otherwise agreed to by Indemnitee, who
was or is involved in any manner (including, without limitation, as a party
or a witness) or is threatened to be made so involved in any threatened,
pending or completed investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (including without
limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation,
any employee benefit plan) against all expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to
receive payment in advance of any expenses incurred by the Indemnitee in
connection with such Proceeding, consistent with the provisions of
applicable law as then in effect.
Section 2. Insurance, Contracts and Funding. The Corporation
--------------------------------
may purchase and maintain insurance to protect itself and any Indemnitee
against any expenses, judgments, fines and amounts paid in settlement as
specified in Section 1 of this Article or incurred by any Indemnitee in
connection with any Proceeding referred to in Section 1 of this Article, to
the fullest extent permitted by applicable law as then in effect. The
Corporation may enter into contracts with any director, officer, employee
or agent of the Corporation in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Article.
Section 3. Indemnification; Not Exclusive Right. The right of
------------------------------------
indemnification provided in this Article shall not be exclusive of any
other rights to which those seeking indemnification may otherwise be
entitled, and the provisions of this Article shall inure to the benefit of
the heirs and legal representatives of any person entitled to indemnity
under this Article and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article, whether arising from acts or
omissions occurring before or after such adoption.
Section 4. Advancement of Expenses, Procedures; Presumptions and
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Effect of Certain Proceedings; Remedies. In furtherance, but not in
---------------------------------------
limitation of the foregoing provisions, the following procedures,
presumptions and remedies shall apply with respect to advancement of
expenses and the right to indemnification under this Article:
(a) Advancement of Expenses. All reasonable expenses incurred by
-----------------------
or on behalf of the indemnitee in connection with any Proceeding shall
be advanced to the Indemnitee by the Corporation within twenty (20)
business days after the receipt by the Corporation of a statement or
statements from the Indemnitee requesting such advance
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or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall
reasonably evidence the expenses incurred by the Indemnitee and, if
required by law or requested by the Corporation at the time of such
advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article.
(b) Procedure for Determination of Entitlement to
---------------------------------------------
Indemnification. (i) To obtain indemnification under this Article, an
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Indemnitee shall submit to the Secretary of the Corporation a written
request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of
the Indemnitee's entitlement to indemnification shall be made not
later than 120 days after receipt by the Corporation of the written
request for indemnification together with the Supporting
Documentation. The Secretary of the Corporation shall, promptly upon
receipt of such a request for indemnification, advise the Board of
Directors or its designee in writing that the Indemnitee has requested
indemnification.
(ii) The Indemnitee's entitlement to indemnification under
this Article shall be determined in one of the following ways: (A) by
a majority vote of the Disinterested Directors (as hereinafter
defined), if they constitute a quorum of the Board of Directors; (B)
by a written opinion of Independent Counsel (as hereinafter defined)
if (x) a Change of Control (as hereinafter defined) shall have
occurred and the Indemnitee so requests or (y) a quorum of the Board
of Directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, a majority of such Disinterested Directors so
directs; (C) by the stockholders of the Corporation (but only if a
majority of the Disinterested Directors, if they constitute a quorum
of the Board of Directors, presents the issue of entitlement or
indemnification to the stockholders for their determination); or (D)
as provided in Section 4(c), below.
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 4(b)(ii), a majority of the Disinterested Directors shall
select the Independent Counsel, but only an Independent Counsel to
which the Indemnitee does not reasonably object; provided, however,
that if a Change of Control shall have occurred, the Indemnitee shall
select such Independent Counsel, but only an Independent Counsel to
which the Board of Directors does not reasonably object.
(c) Presumption and Effect of Certain Proceedings. Except as
---------------------------------------------
otherwise expressly provided in this Article, if a Change of Control
shall have occurred the Indemnitee shall be presumed to be entitled to
indemnification under this Article upon submission of a request for
indemnification together with the Supporting Documentation in
accordance with Section 4(b)(i), thereafter the Corporation shall have
the burden of proof to overcome that presumption in reaching a
contrary determination. In any event, if the person or persons
empowered under Section 4(b) to determine entitlement to
indemnification shall not have been appointed or shall not have made a
determination within one hundred twenty (120) days after receipt by
the Corporation of the request, therefore together with the Supporting
Documentation, the Indemnitee shall be deemed to be entitled to
indemnification and the Indemnitee shall be entitled to such
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indemnification unless (A) the Indemnitee misrepresented or failed to
disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (B) such indemnification is
prohibited by law. The termination of any Proceeding described in
Section 1, or of any claim, issue or matter therein, by judgement,
order, settlement or conviction, or upon a plea of nolo contendere or
---- ----------
its equivalent, shall not, of itself, adversely affect the right of
the Indemnitee to indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the Corporation or, with respect to any criminal Proceeding, that the
Indemnitee had reasonable cause to believe that his conduct was
unlawful.
(d) Remedies of Indemnitee. (i) In the event that a
----------------------
determination is made pursuant to Section 4(b) that the Indemnitee is
not entitled to indemnification under this Article, (A) the Indemnitee
shall be entitled to seek an adjudication of his entitlement to such
indemnification either, at the Indemnitee's sole option, in (x) an
appropriate court of the State of Delaware or any other court of
competent jurisdiction or (y) an arbitration to be conducted by a
single arbitrator pursuant to the rules of the American Arbitration
Association; (B) any such judicial proceeding or arbitration shall be
de novo and the Indemnitee shall not be prejudiced by reason of such
-- ----
adverse determination; and (C) if a Change of Control shall have
occurred, in any such judicial proceeding or arbitration the
Corporation shall have the burden of proving that the Indemnitee is
not entitled to indemnification under this Article.
(ii) If a determination shall have been made or deemed to
have been made, pursuant to Section 4(b) or (c), that the Indemnitee
is entitled to indemnification, the Corporation shall be obligated to
pay the amounts constituting such indemnification within fifteen (15)
business days after such determination has been made or deemed to have
been made and shall be conclusively bound by such determination unless
(A) the indemnitee misrepresented or failed to disclose a material
fact in making the request for indemnification or in the Supporting
Documentation or (B) such indemnification is prohibited by law.
(Subparagraph (A) and (B) are each referred to hereafter as a
"Disqualifying Event"). In the event that (C) advancement of expenses
is not timely made pursuant to Section 4(a) or (D) payment of
indemnification is not made within fifteen (15) business days after a
determination of entitlement to indemnification has been made or
deemed to have been made pursuant to Section 4(b) or (c), the
Indemnitee shall be entitled to seek judicial enforcement of the
Corporation's obligation to pay to the Indemnitee such advancement of
expenses or indemnification. Notwithstanding the foregoing, the
Corporation may bring an action, in an appropriate court in the State
of Delaware or any other court of competent jurisdiction, contesting
the right of the Indemnitee to receive indemnification hereunder due
to the occurrence of Disqualifying Event; provided, however, that in
any such action the Corporation shall have the burden of proving the
occurrence of such Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in
any judicial proceeding or arbitration commenced pursuant to this
Section 4(d) that the procedures and presumptions of this Article are
not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Corporation is bound by
all the provisions of this Article.
(iv) In the event that the Indemnitee, pursuant to this
Section 4(d), seeks a judicial adjudication of an award in arbitration
to enforce his rights under, or to
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recover damages for breach of, this Article, the Indemnitee shall be
entitled to recover from the Corporation, and shall be indemnified by
the Corporation against, any expenses actually and reasonably incurred
by him if the Indemnitee prevails in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication
or arbitration that the Indemnitee is entitled to receive part but not
all of the indemnification or advancement of expenses sought, the
expenses incurred by the indemnitee in connection with such judicial
adjudication or arbitration shall be prorated accordingly.
(e) Definitions. For purposes of this Section 4:
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(i) "Change in Control" means a change in control of the
Corporation of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934 (the "Act"), whether or not
the Corporation is then subject to such reporting requirement;
provided that, without limitation, such change in control shall be
deemed to have occurred if (A) any "person" (as such term is used in
Section 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Corporation representing 30% or more
of the combined voting power of the Corporation's then outstanding
securities without the prior approval of at least two-thirds (2/3) of
the members of the Board of Directors in office immediately prior to
such acquisition; (b) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or proxy
contest, as a consequence of which members of the Board of Directors
in office immediately prior to such transaction or event constitute
less than a majority of the Board of Directors thereafter; or (C)
during any period of two (2) consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for
election by the Corporation's stockholders was approved by a vote of
at least a majority of the directors then still in office who were
directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors.
(ii) "Disinterested Director" means a director of the
Corporation who is not or was not a party to the Proceeding in respect
of which indemnification is sought by the Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of
a law firm that neither presently is, nor in the past five (5) years
has been, retained to represent: (i) the Corporation or the Indemnitee
in any matter material to either such party or (ii) any other party to
the Proceeding giving rise to a claim for indemnification under this
Article. Notwithstanding the foregoing, the term "Independent Counsel"
shall not include any person who, under the applicable standards of
professional conduct then prevailing under the law of the State of
Delaware, would have a conflict of interest in representing either the
Corporation or the Indemnitee in an action to determine the
Indemnitee's rights under this Article.
Section 5. Severability. If any provision or provisions of this
------------
Article shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Article (including, without limitation, all
portions of any paragraph of this Article containing any such provision
held to be invalid, illegal or
II-5
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the
fullest extent possible, the provisions of this Article (including, without
limitation, all portions of any paragraph of this Article containing any
such provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
Section 102(b)(7) of the GCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the GCL (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article Eleventh of Registrant's Restated Certificate of Incorporation, as
amended, implements the foregoing provision and provides as follows:
Eleventh: (a) To the fullest extent that the General Corporation Law of
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the State of Delaware (as it exists on the date hereof [March 11, 1994] or
as it may hereafter be amended) permits the limitation or elimination of
the liability of directors, no director of the Corporation shall be liable
to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director. No amendment to or repeal of this Article
shall apply to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
(b) In addition to any requirements of law and any other
provisions herein or in the terms of any class or series of capital stock
having preference over the common stock of the Corporation as to dividends
or upon liquidation (and notwithstanding that a lesser percentage may be
specified by law), the affirmative vote of the holders of seventy-five
percent (75%) or more of the voting power of the then outstanding voting
stock of the Corporation, voting together as a single class, shall be
required to amend, alter or repeal any provision of this Article.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of the registrant out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are furnished with this Registration Statement:
Exhibit No. Description
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(4)(a) Amended and Restated Certificate of
Incorporation of Registrant (filed as Exhibit
3(a) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993
(Commission file number 1-8993) and incorporated
herein by reference).
(4)(b) Amended and Restated By-Laws of Registrant as
amended to date (filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1993 (Commission
file number 1-8993) and incorporated herein by
reference).
(4)(c) Valley Group Employees' 401(k) Savings Plan and
Trust Agreement, as amended.*
(5)(a) Opinion and consent of Miller, Canfield, Paddock
and Stone, P.L.C.*
(5)(b) The undersigned registrant hereby undertakes
that it will cause the Plan and any amendments
thereto to be submitted to the Internal Revenue
Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to
qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended, or
any successor thereto.
(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5)(a)).
(23)(b) Consent of Ernst & Young LLP.*
(23)(c) Consent of Coopers & Lybrand L.L.P.*
(23)(d) Consent of Coopers & Lybrand L.L.P.*
(24) Powers of attorney (contained in the signature
pages hereto).*
_____________________________
* Filed herewith.
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference into the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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 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.
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 Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Town of Hanover, State of New Hampshire, on June 26,
1997.
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
By /s/ John J. Byrne
--------------------------------------------
Name: John J. Byrne
Title: Chairman, President and
Chief Executive Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933,
Valley Group Employees' 401(k) Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albany, State of Oregon, on June 26, 1997.
Valley Group Employees' 401(k) Savings Plan
By: /s/ Stuart E. Olson
------------------------------------------
Name: Stuart E. Olson
Title: Trustee
And: /s/ Kenneth R. Hisel
-----------------------------------------
Name: Kenneth R. Hisel
Title: Trustee
And: /s/ Carey D. Benson
-----------------------------------------
Name: Carey D. Benson
Title: Trustee
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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 indicated and on the dates indicated below. By so signing, each of
the undersigned, in his capacity as a director or officer, or both, as the case
may be, of the registrant, does hereby appoint John J. Byrne, K. Thomas Kemp,
Allan L. Waters and Michael S. Paquette, and each of them severally, his true
and lawful attorney to execute in his name, place and stead, in his capacity as
a director or officer, or both, as the case may be, of the registrant, any and
all amendments to this Registration Statement including post-effective
amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises as fully,
and for all intents and purposes, as each of the undersigned might or could do
in person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer:
Chairman, President and Chief
/s/ John J. Byrne Executive Officer June 26, 1997
- -------------------------------
John J. Byrne
(2) Principal Financial Officer:
Senior Vice President and
/s/ Allan L. Waters Chief Financial Officer June 26, 1997
- -------------------------------
Allan L. Waters
Principal Accounting Officer:
Vice President and
/s/ Michael S. Paquette Controller June 26, 1997
- -------------------------------
Michael S. Paquette
(3) Directors:
/s/ John J. Byrne Director June 26, 1997
- -------------------------------
John J. Byrne
/s/ Howard L. Clark Director June 26, 1997
- -------------------------------
Howard L. Clark
/s/ Howard L. Clark, Jr. Director June 26, 1997
- -------------------------------
Howard L. Clark, Jr.
/s/ Robert P. Cochran Director June 26, 1997
- -------------------------------
Robert P. Cochran
/s/ George J. Gillespie III Director June 26, 1997
- -------------------------------
George J. Gillespie III
/s/ K. Thomas Kemp Director June 26, 1997
- -------------------------------
K. Thomas Kemp
/s/ Gordon S. Macklin Director June 26, 1997
- -------------------------------
Gordon S. Macklin
/s/ Frank A. Olson Director June 26, 1997
- -------------------------------
Frank A. Olson
/s/ Arthur Zankel Director June 26, 1997
- -------------------------------
Arthur Zankel
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EXHIBIT INDEX
Exhibit No. Description
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(4)(c) Valley Group Employees' 401(k) Savings Plan and Trust
Agreement, as amended.*
(5)(a) Opinion and consent of Miller, Canfield, Paddock and Stone,
P.L.C.*
(5)(b) The undersigned registrant hereby undertakes that it will
cause the Plan and any amendments thereto to be submitted to
the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue
Code of 1986, as amended, or any successor thereto.
(23)(a) Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(contained in Exhibit (5)(a)).
(23)(b) Consent of Ernst & Young LLP.*
(23)(c) Consent of Coopers & Lybrand L.L.P.*
(23)(d) Consent of Coopers & Lybrand L.L.P.
(24) Powers of attorney (contained in the signature pages
hereto).*
_____________________________
* Filed herewith.