SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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Commission File Number 1-9972
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Hooper Holmes, Inc.
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(Exact name of Registrant as specified in its charter)
New York 22-1659359
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification Number)
170 Mt. Airy Road, Basking Ridge, N.J. 07920
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 766-5000
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock ($0.04 Par Value) American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Based on the closing sales price of February 27, 1998 the aggregate market value
of the voting stock held by non affiliates of Registrant was $262,161,500.
The number of shares outstanding of the Registrant's common stock, $.04 par
value was 13,981,949 at February 27, 1998.
Certain information contained in the Company's 1997 Annual Report to
Shareholders and its Proxy Statement in connection with its 1998 Annual Meeting
of Shareholders is incorporated by reference into Parts I, II and III of this
Form 10-K.
FORM 10K
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PART 1
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ITEM 1. Business
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General
The Company was founded in 1899 to provide business information reports to
the insurance industry. During its first 70 years, the Company established a
nationwide network of branch offices through which it successfully developed
relationships with most of the leading insurance companies in the United States.
In the early 1970's, to meet the increasingly sophisticated needs of its
insurance industry clients, the Company began using nurses and other skilled
professionals to provide physical examinations and health profiles for persons
applying for life and health insurance. By the early 1980's, the Company had
developed an extensive branch office network and had gained experience in
providing health-related services. These factors, coupled with favorable
demographic and health care cost containment trends, led the Company to expand
into the health care field by providing home health care services to
individuals, and nurses and other personnel for supplemental staffing to health
care facilities. To focus on its growing health information examination services
and health care operations, the Company sold most of its original business
information operation in 1988, sold its direct marketing services business in
1992, and sold the majority of its facilities for servicing medically
fragile-children in 1994. In 1995, the Company sold its Nurse's House Call home
healthcare segment and, as part of that transaction, acquired a major competitor
in the health information segment, American Service Bureau, Inc., d/b/a ASB
Meditest ("ASB Meditest") of Framingham, Mass.
Today, the Company is nationally recognized as the largest provider of
health information services through a network of over 200 branch offices in 50
states. Through its alternate site health information operations the Company
provides medical and paramedical examinations (which typically involve taking a
medical history, recording physical information and obtaining specimens) and
related services to life and health insurance companies.
Business Strategy
Management believes that the Company is well positioned to continue to
capitalize on several favorable trends currently affecting the alternate site
health information industry.
The alternate site health information services business which provides
specialty underwriting information services to the country's life and health
insurance industry, continues to show trends which indicate an increase in life
and health insurance underwriting volume, stricter underwriting standards for
life and health insurance and a basic consolidation of health information
companies serving the industry.
The Company's commitment to automation has placed it in the position of
being the leading nationwide automated provider of health information services.
Development of electronic exam technology via laptops has led to the
introduction of our "Teledex" automated exam and application services. These
services have been widely accepted as a solution to many clients' needs for
accurate and timely health information. The formation in 1996 and 1997 of
partnerships with new clients which utilize direct response to sell policies,
exemplify the result of our investment in technology in the past three years. As
more insurance is being sold to applicants through direct response where there
is no agent to gather the pertinent underwriting information, the need for
"Teledex" becomes more critical. Consequently, the value of our direct contact
services to assess risk classification increases in this agentless environment,
thereby increasing the demand. It is management's objective to expand the
Company's capabilities to provide additional database services to the insurance
industry as it faces new challenges in its changing market.
Over the past several years, the Company's health information services have
grown through internal development of branch offices and acquisitions of
strategically located similar businesses. The acquisition of
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ASB Meditest in 1995 underscored management's intention to continue to expand
its health information services business through internal growth and strategic
acquisitions.
The Company's ongoing strategy is to combine these positive industry
trends, increased market presence, entrance into related markets and our
superior technology to become the leading health information services provider
in the life and health insurance industry.
Health Information Services
Industry Overview
Management believes that continued growth in the health information
business results from an increase in the number of medical and paramedical
examinations ordered and from additional testing procedures and new services
required by insurance companies. Additionally, several important trends in the
insurance industry point to increased demand for the Company's health
information services:
Stricter Underwriting Standards. Many life and health insurance companies
have been lowering the thresholds of insurance coverage requiring pre-insurance
examinations, due in part to growing concern over substance abuse, AIDS and
other illnesses and to the improved ability to identify AIDS and other
life-threatening diseases through laboratory testing. As technological advances
enable home detection of additional risks, the Company anticipates an increased
demand for such procedures as part of the examination process.
Consolidation. To improve quality control and reduce administrative costs,
life and health insurance companies are reducing the number of health
information providers approved for use by local agents. Management believes that
the Company has benefited and will continue to benefit from these consolidation
efforts because of its reputation for providing prompt, high quality service and
its well established relationships with most of the major insurance companies at
both national and local levels. The acquisition of ASB Meditest has further
enhanced both our ability and standing among our client base.
Restructuring. Costs and competitive pressures are forcing many of our
clients in the life and health industry to change their methods of doing
business. Procedures for completing applications, processing and even the
underwriting of risks are being outsourced from what were traditionally in-house
operations to more efficient, cost effective third parties. This is a rapidly
growing area of new services.
Nontraditional distribution outlets. Consolidation in the banking,
investment banking and securities industries have resulted in the defacto
formation of new life insurance distribution channels. Commercial banks, large
discount brokerage businesses and investment houses are all combining with a
primary focus of offering financial products for retirement and estate planning,
which frequently include life insurance policies, through these recently
developed channels.
The Company believes that it is well positioned to capitalize on these
trends for several reasons. The Company's network of highly automated branch
offices enables it to provide services nationwide in all urban and rural
locations. On-site branch office management is accountable for local operations
which enhances the Company's ability to establish and maintain relationships
with local insurance agents. The 1993 acquisition of Lifedata Medical Services,
Inc., a company with a large number of rural examiners, enhanced this long term
objective. The 1995 acquisition of ASB Meditest added additional locations
rounding our total nationwide to over 200. Also, the Company is committed to
providing superior quality service and has established and implemented a strict
set of quality assurance standards. Because the Company owns most of its branch
offices and does not rely on franchisees to provide medical and paramedical
examinations, it is able to maintain consistent enforcement of these Company-
wide standards. Finally, the Company provides accurate and complete examination
results to insurance clients, in most cases within three to five days of
receiving the initial request for an examination. The Company's ability to
process
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examinations rapidly is due, in part, to the proximity of its branch offices to
the homes and workplaces of insurance applicants, ongoing improvements in data
processing and management information systems, and the use of medically trained
personnel who promptly evaluate insurance applicants and efficiently process
examination results. The Company has increased resources in its quality
assurance review system in an effort to make the quality of its health
information services among the best in the life and health insurance industry.
Services
Portamedic(R) -- Medical and Paramedical Examinations
Management believes that the Company is the leader of the five largest
national providers of medical and paramedical examinations for applicants
seeking insurance coverage from life and health insurers. Examinations are
provided nationwide under the Portamedic trade name through over 200 branch
locations in 50 states. During 1997, The Company performed over 2.3 million
paramedical examinations, covering all 50 states, Guam and Puerto Rico.
Each branch office is staffed with a branch manager, who is responsible for
local business development and general oversight of the local health information
operation, and a support staff responsible for coordinating examination and
reporting procedures. Each branch office typically uses full-time and part-time
employees, and contract personnel to perform examinations, including registered
nurses, licensed practical nurses, physicians, and medical and paramedical
technicians. The Company's examiners provide examinations at the request of
insurance agents at times and locations convenient to applicants, including the
applicants' home or place of business. Each office is automated via a computer
network using Novell networking software. The application software is written
and maintained by in-house personnel. The Company has 17 "contract affiliates"
from the acquisition of ASB Meditest, which the Company feels complements its
own branch network in many geographical areas.
Since almost all of the Company's examiners are nurses and other medically
trained professionals, the Company is able to provide its clients with a full
range of medical and paramedical examination services. These services primarily
involve recording an applicant's medical history, height and weight, measuring
blood pressure, and collecting urine specimens. In addition, examiners
increasingly perform more sophisticated procedures requested by insurance
underwriters, including electro-cardiograms, lung capacity measurements and
blood sample collections which are sent to independent laboratories for testing
for AIDS and other life-threatening diseases. Both written and electronic
reports of examination results are provided to insurance clients typically
within three to five days of the initial request for an examination.
Infolink(TM) Services Group
Under the Infolink name, the Company offers comprehensive life and health
inspection reports and Attending Physician Statements to its insurance clients.
During 1997, the Company provided over 337,000 Infolink reports, a decrease from
1996. This volume decrease was due to the Company selectively eliminating
marginally profitable business. The ASB Meditest acquisition provided a
substantial complimentary operation in Chicago and we have focused new product
development in this Chicago office. These reports, available in varying degrees
of detail pursuant to a client's request, assist insurance underwriters in
developing a more comprehensive profile of an insurance applicant. A life and
health inspection report includes information relating to an insurance
applicant's lifestyle, employment history and financial status. A member of the
branch office staff prepares the Infolink report primarily based upon telephone
interviews with the applicant, his or her employer, his or her business and
personal associates, and electronically transmits the report to the insurance
underwriter. An Attending Physician Statement provides details of an applicant's
medical history and is obtained, with the insurance applicant's consent, from
notes and records maintained by the physician responsible for administering
treatment. Our new Teledex service offers sophisticated electronically produced
exams to our clients and was developed for what we see as a natural fit with the
trends for "smart underwriting" (electronic) now emerg-
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ing within the life and health insurance industry. Management expects that
Infolink reports will become increasingly important to insurance underwriters as
insurance companies continue to tighten underwriting standards.
The Company is a leader in applying computerized technology to provide
health information to the life and health industry. In 1995, the Company
developed an automated pen-based laptop computer that permits the immediate
input of data into the Company's computer network by examiners at the
examination site. This same technology was utilized in the development of our
Teledex services which we feel will both replace and enhance the laptop
technology initiated by the Company. Management intends to continue to integrate
computer technology into its health information services business to provide
additional data needed by insurance companies to make underwriting decisions. In
1995, we added the ability to complete and transmit ECG's in the same fashion.
From time to time, the Company performs other services such as wellness
health screening for corporations and other organizations outside of the
insurance industry. These other services presently do not constitute a
significant portion of the Company's health information business.
Total Company revenues follow:
--1997-- --1996--
% of % of
Amount Total Revenues Amount Total Revenue
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Portamedic $150.9 91.2% $140.4 89.9%
Infolink 14.5 8.8% 15.9 10.1%
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$165.4 100.0% $156.3 100.0%
Quality Assurance and Training
The quality and reputation of personnel and operations are critical to the
continued success of the Company's business. Management believes that its
insurance clients view the Company as a leader in terms of overall quality of
services. The Company's commitment to the highest quality standards is supported
by its quality assurance and training program.
In 1995 the Company completed the ability to monitor all health services
via an automated statistical quality control program. As a result of this
advanced capability, it has greater control over the quality of services
performed and as a result, 1996 and 1997 were years of unequaled quality
performance. At the branch office level, local management is accountable for
maintaining quality controls. In each branch office, examiners receive training
in proper examination procedures and reporting requirements. Quality assurance
specialists monitor examiner's performance through detailed analyses of
examinations, provide examiners with periodic evaluations and conduct regular
audits of branch office quality controls to assist examiners and branch managers
in continually improving the quality of services performed.
At the corporate headquarters level, quality assurance personnel use a
comprehensive management information system to compile and review Company-wide
information regarding the accuracy and timeliness of examinations and reports.
These personnel regularly evaluate the Company's examination procedures and
communicate with insurance company clients to address any specific evaluation
results and, where appropriate, suggest revisions to improve the format of
clients' examination procedures and reports.
Marketing and Sales
The Company markets Portamedic and Infolink health information services on
a national level through seven full-time sales representatives who call on
senior underwriting executives at the home offices of insurance companies. The
Company serves approximately 900 active life and health underwriting clients,
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including their extensive network of agency, district, and brokerage offices.
National sales representatives promote the Company's consistently high quality
of service and rapid response time to examination requests and are responsible
for maintaining the Company's position on each insurance company's approved list
of examination providers. The Company regularly attends and occasionally
sponsors client conferences to provide national sales representatives with
opportunities to further develop key relationships. In 1996, the Company
launched its Healthdex services which provide a variety of services to the
wellness and pharmaceutical sectors outside our core markets. We began new
initiatives in this product line, which we felt would have a substantial impact
on our new service offerings in 1997. This initiative has been slow in realizing
meaningful revenues, but the company still expects a significant contribution in
future periods.
At the local level, branch managers, and in certain offices, additional
marketing personnel, market the Company's services directly to the local
insurance agents and local managers, who have the authority to select
examination providers from the list approved by the insurance companies' home
offices. These local marketing efforts highlight the quality of the Company's
examiners and the speed and accuracy of its services, including the ability of
each branch to quickly ascertain the status of each service request through the
Company's automated branch management information system.
The Company has developed a comprehensive automated branch management
information system which is now "on-line" in all branch offices. A key benefit
of the system is that it permits each branch office to instantly and regularly
monitor the status of a particular examination request, which results in more
responsive client service. The Company has been making its "status" information
available to its clients on a dial in electronic basis. Management believes that
the Company is the sole provider within the industry to offer this improved
service. The system also enables personnel at the Company's corporate
headquarters to compile company-wide information regarding quality assurance
standards as well as other administrative and accounting information.
Competition
The health information business is highly competitive, and certain of the
Company's competitors in this business have greater resources than the Company,
and offer services not offered by the Company or offer similar services at
prices lower than those charged by the Company.
The industry consists of five major competitors. One of the competitors was
part of a spin-off in 1997, and then sold by the new company to a home
healthcare company providing pediatric homecare services.
Management believes that the Company is the leader of four firms operating
nationally to provide health information services to insurance companies. A
large, though decreasing number of regional and local firms also offer these
services. In management's opinion, the principal competitive factors in the
health information services market are speed of response, delivery of complete
and accurate information, and price. Most recently, technological capabilities
have taken the forefront in our clients needs. The Company, through its
nationwide branch office network and highly qualified examiners, provides
accurate and reliable health information reports at competitive prices to its
insurance clients promptly, and generally within three to five days of receiving
a request for an examination.
Personnel
At December 31, 1997, the Company employed approximately 1020 full-time and
715 part-time employees, none of whom is represented by a collective bargaining
agreement. The Company also contracts with over 8,700 medically trained
examiners. The Company's ability to recruit skilled personnel is essential to
its continued growth and success. Management attributes the Company's success in
recruiting skilled personnel in its health information business to the flexible
work schedules and varied work assignments it offers to its examiners.
Management believes that these factors will enable the Company to continue to
attract and retain qualified personnel.
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Regulation
Various aspects of the Company's business are regulated by the federal
government and the states in which the Company currently operates.
Although the Company has been able to comply with applicable regulations to
date, there can be no assurance that it will continue to be able to comply with
specific requirements of certain states. States periodically change the
regulations and licensing requirements that apply to the Company. If such
changes occur, or if the Company expands its operations into new jurisdictions
or services, there can be no assurance that the Company will be able to comply
with regulations and licensing requirements, although the Company will be
required to do so before providing service.
Management is not aware of any pending federal or state environmental laws
or regulations that would have a material adverse effect on the Company's
business or competitive position or that would require material capital
expenditures on the part of the Company to effect compliance.
Insurance and Litigation
The Company's health-information business involves a minimal risk of
liability. To date, claims made against the Company arising in the course of
providing health information services have not resulted in any material
liability to the Company. The Company carries liability insurance in coverage
amounts that management believes are customary in its business and sufficient to
cover most claims. There can be no assurance, however, that such coverage will
be sufficient to cover claims made against the Company, that adequate insurance
coverage will continue to be available to the Company in the future, or that
insurance coverage will be available on terms favorable to the Company. The
Company's insurance coverage includes occurrence-based medical professional
liability insurance and claims-made non-medical professional liability
insurance, a property insurance policy, a general liability policy, and an
umbrella insurance policy.
The Company is a party to a number of legal actions arising in the ordinary
course of business, none of which, in management's view, will have a material
adverse effect on the Company.
ITEM 2. Properties
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The Company owns a five-building complex located at 170 Mt. Airy Road,
Basking Ridge, New Jersey. Of approximately 53,000 total square feet of office
space, the Company maintains its operations in approximately 41,000 square feet
and the balance is leased or available for lease to several tenants. Management
believes that this arrangement provides for the Company's foreseeable expansion
needs.
The Company leases its branch offices under a number of operating leases
with varying terms and expirations. See Note 7 to the Company's Consolidated
Financial Statements.
ITEM 3. Legal Proceedings
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None
ITEM 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of securities holders during the fourth
quarter of the fiscal year covered by this report.
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PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
The common equity and related shareholder information presented under the
caption "Quarterly Common Stock Price Ranges and Dividends" and "Shareholder
Information - Stock Listing" is incorporated by reference from the Company's
1997 Annual Report to Shareholders which is Exhibit 13 to this report. As of
February 27, 1998, there were 833 shareholders of record.
ITEM 6. Selected Financial Data
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The financial data included under the caption "Selected Financial Data" is
incorporated by reference from the Company's 1997 Annual Report to Shareholders
which is Exhibit 13 to this report.
ITEM 7. Management Discussion and Analysis of Financial Condition and Results
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of Operations
The discussion included under the caption "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" is included in the
Company's 1997 Annual Report to Shareholders which is Exhibit 13 to this report.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
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None
ITEM 8. Financial Statements and Supplementary Data
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Financial statements and supplementary data are included in the Company's
1997 Annual Report to Shareholders which is Exhibit 13 to this report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
None
PART III
ITEM 10. Directors and Executive Officers of the Registrant
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Information contained under the captions "Nominees for Directors",
"Directors Continuing in Office" and "Executive Officers" in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on May 19, 1998 is
incorporated herein by reference.
ITEM 11. Executive Compensation
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Information contained under the captions "Compensation of Executive
Officers," "Compensation of Directors", "Option Grants in Last Fiscal Year",
"Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values", "Report of the Executive Compensation Committee" and "Employment
Contracts and Change-in-Control Arrangements" in the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 19, 1998 is
incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
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Information contained under the caption "Stock Ownership of Certain
Beneficial Owners and
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Management" in the Company's Proxy Statement for the Annual Meeting of
shareholders to be held on May 19, 1998 is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
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Information contained under the caption "Certain Relationships and Related
Transactions" in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 19, 1998 is incorporated herein by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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(a) (1) The following financial statements and independent auditors'
report are included in the Registrant's 1997 Annual Report to
Shareholders.
Independent Auditors' Report
Consolidated Balance Sheets --
December 31, 1997 and 1996
Consolidated Statements of Operations --
Years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity --
Years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows --
Years ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
(2) Schedules are omitted because they are not required,
inapplicable, or the information is otherwise shown in the
financial statements or notes thereto.
(3) Exhibits included herein
EXHIBIT PAGE
3.1 Restated Articles of Incorporation of --
Hooper Holmes, Inc., as amended (1)
3.2 Bylaws of Hooper Holmes, Inc., as amended (2) --
4.1 Amended and Restated Rights Plan Agreement --
between Hooper Holmes, Inc. and Midlantic
National Bank (3)
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(1) Incorporated by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
(2) Incorporated by reference to Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
(3) Incorporated by reference to Exhibit 4(a) of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1991.
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EXHIBIT PAGE
10.1 Amended Employee Retention Agreement by and between --
Hooper Holmes, Inc., and James M. McNamee (4)
10.2 Form of Indemnification Agreement (5) --
10.3 Hooper Holmes, Inc. Nonqualified Stock --
Option Plan (6)
10.4 First Amendment to Hooper Holmes, Inc. --
Nonqualified Stock Option Plan (7)
10.5 Hooper Holmes, Inc. 1992 Stock Option Plan --
as amended (8)
10.6 Employee Stock Purchase Plan (1993) of Hooper --
Holmes, Inc. (9)
10.7 Hooper Holmes, Inc. 1994 Stock Option Plan (10) --
10.8 Credit Agreement between Hooper Holmes, Inc. --
and First Union National Bank. (11)
10.9 CEO Stock Option Agreement (12) --
10.10 1997 Stock Option Plan
10.11 1997 Director Option Plan
10.12 Employee Retention Agreement by and between Hooper --
Holmes, Inc. and Executive Officers of Hooper Holmes,
Inc. (13)
13 Annual Report to security holders
21 Subsidiaries of Hooper Holmes, Inc.
23 Consent of KPMG Peat Marwick LLP
24 Power of attorney
27 Financial Data Schedule
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(4) Incorporated by reference to Exhibit 10.3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990.
(5) Incorporated by reference to Exhibit 10.4 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990.
(6) Incorporated by reference to Exhibit 10.5 of the Company's Annual
Report on Form 10-K or the fiscal quarter ended December 31,
1990.
(7) Incorporated by reference to Exhibit 10.9 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
(8) Incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992.
(9) Incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993.
(10) Incorporated by reference to Exhibit 10.16 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994.
(11) Incorporated by reference to Exhibit 10.10 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
(12) Incorporated by reference to Attachment to the Company's Proxy
Statement for the Annual Meeting of Shareholders held on May 27,
1997.
(13) Incorporated by reference to Exhibit 10.14 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
Reports on Form 8-K
No report on Form 8-K has been filed during the fourth quarter of
1997.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HOOPER HOLMES, INC.
(Registrant)
/s/ James M. McNamee
--------------------------------------
By: James M. McNamee
President & CEO
Date: March 30, 1998
---------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ James M. McNamee Date: March 30, 1998
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James M. McNamee Director
President & CEO
Date: March 30, 1998
- ------------------------------------------------- ------------------------
*Benjamin A. Currier Director
Date: March 30, 1998
- ------------------------------------------------- ------------------------
*Quentin J. Kennedy Director
Date: March 30, 1998
- ------------------------------------------------- ------------------------
*Kenneth R. Rossano Director
Date: March 30, 1998
- ------------------------------------------------- ------------------------
*Elaine La Monica Rigolosi Director
Date: March 30, 1998
- ------------------------------------------------- ------------------------
*John E. Nolan Director
Date: March 30, 1998
- ------------------------------------------------- ------------------------
*G. Earle Wight Director
/s/ Fred Lash Date: March 30, 1998
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Fred Lash Senior V.P., Treasurer
and Chief Financial
and Accounting Officer
*James M. McNamee, by signing his name hereto, does hereby sign this report for
the persons before whose printed name and asterisk appears, pursuant to the
power of attorney duly executed by such person and filed as Exhibit 24 hereto
with the Securities and Exchange Commission.
/s/ James M. McNamee
----------------------------
James M. McNamee
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