1
As filed with the Securities and Exchange Commission on March 30, 1995.
Registration No. 33-_____
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________________
UNITED STATES LIME & MINERALS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-0789226
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12221 Merit Drive
Suite 500
Dallas, Texas 75251
(Address of principal executive offices)
UNITED STATES LIME & MINERALS, INC.
1992 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
Timothy W. Byrne
Senior Vice President, Chief Financial
Officer, Treasurer, and Secretary
United States Lime & Minerals, Inc.
12221 Merit Drive
Suite 500
Dallas, Texas 75251
(214) 991-8400
(Name, address, and telephone number of agent for service)
_________________________________________
2
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of secu- Amount to offering aggregate Amount of
rities to be be Regis- price per offering registration
registered(1) tered(1) share price fee(4)
--------------- --------- --------- --------- ------------
Common Stock, $.10 par 185,000 $ 4.75(2) $ 878,750 $ 303.02
value shares
20,000 5.00(2) 100,000 34.48
shares
175,000 6.00(3) 1,050,000 362.07
shares
Total Amount of Fee $ 699.57
=========
_____________________________
(1) This registration statement (the "Registration Statement") covers
shares of Common Stock of United States Lime & Minerals, Inc. (the
"Company") which may be offered and sold from time to time pursuant to
the Company's 1992 Stock Option Plan, as amended (the "Plan").
Pursuant to Rule 416(a), the number of shares being registered shall
be adjusted to include any additional shares which may become issuable
as a result of stock splits, stock dividends, or similar transactions
in accordance with the anti-dilution provisions of the Plan.
(2) Computed pursuant to paragraph (h) of Rule 457 for the purpose of
calculating the registration fee, based upon the price at which
outstanding options may be exercised.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
the purpose of calculating the registration fee, based upon the
average of the reported high and low sales prices for shares of Common
Stock on March 28, 1995, as reported in the Nasdaq National Market.
(4) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: 1/29th of one percent of the proposed maximum
aggregate offering price.
3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
Item 2. Registrant Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
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PROSPECTUS
--------------------------------------------------------------------------------
UNITED STATES LIME & MINERALS, INC.
380,000 SHARES
COMMON STOCK
($.10 par value per share)
--------------------------------------------------------------------------------
This Prospectus relates to an aggregate of up to 380,000 shares (the
"Shares") of Common Stock, $.10 par value per share (the "Common Stock"), of
United States Lime & Minerals, Inc., a Texas corporation (the "Company"), which
may be offered for sale from time to time by any or all of the selling
shareholders (the "Selling Shareholders") named herein or to be named in the
future by means of supplements to this Prospectus. The Shares offered hereby
will have been acquired upon exercise of options granted under the Company's
1992 Stock Option Plan, as amended (the "Plan").
The Selling Shareholders and certain broker-dealers that participate
in the offer and sale of the Shares on behalf of Selling Shareholders may be
deemed to be "underwriters" for purposes of the Securities Act of 1933, as
amended (the "Securities Act"), in which case commissions and profits received
by such broker-dealers may be deemed to be underwriting commissions and
discounts under the Securities Act. See "PLAN OF DISTRIBUTION." The Company
will pay all expenses incident to the offering and sale of the Shares to the
public other than commissions and discounts of underwriters, dealers, or
agents. The Company will receive none of the proceeds of this offering.
There is no assurance that any of the Selling Shareholders will sell
any of the Shares or that all of the Shares will be sold. The Company's Common
Stock trades in the Nasdaq National Market under the symbol USLM. On March 28,
1995, the closing price of the Company's Common Stock was $6.00 per share in
the Nasdaq National Market.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UP-
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------------------------------------------
The date of this Prospectus is March 30, 1995.
--------------------------------------------------------
5
No person has been authorized in connection with the offering made
hereby to give any information or to make any representation other than those
contained in, or incorporated by reference into, this Prospectus and, if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby, nor shall there be any sale of such securities, to any person in any
jurisdiction in which it is unlawful to make such offer, solicitation, or sale.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the information herein or the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . 3
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
AVAILABLE INFORMATION
The Company files periodic reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Such reports, proxy statements, and other information concerning the Company
can be inspected and copies can be obtained, at prescribed rates and during
normal business hours, at the Commission's Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Northeast Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048; and Midwest Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can
also be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a registration statement on
Form S-8 (of which this Prospectus is a part) under the Securities Act with
respect to the securities offered hereby (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Accordingly, additional
information concerning the Company and such securities can be found in the
Registration Statement, including the exhibits filed therewith, which may be
inspected, and copies thereof obtained, at the Public Reference Section of the
Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Company filed with the Commission are
incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
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(b) The description of the Common Stock contained in the Company's
registration statement on Form 8-A (File No. 0-4197), filed with the Commission
under the Exchange Act on December 4, 1969, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company, subsequent to the date of filing
of the Registration Statement, pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act prior to the termination of the offering, shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated in this Prospectus by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated in this Prospectus by reference
modifies or supersedes such statement. Any statement so modified shall not be
deemed in its unmodified form, and any statement so superseded shall not be
deemed, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the information that has been or may be
incorporated in this Prospectus by reference (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such information). Requests for
such copies should be directed to Secretary, United States Lime & Minerals,
Inc., 12221 Merit Drive, Suite 500, Dallas, Texas 75251, telephone number (214)
991-8400.
GENERAL INFORMATION
The business of the Company is the production and sale of lime and
limestone products. The Company's executive offices are located at 12221 Merit
Drive, Suite 500, Dallas, Texas 75251, and its telephone number is (214)
991-8400.
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SELLING SHAREHOLDERS
The following table sets forth, as of March 29, 1995, the name of each
Selling Shareholder, the nature of any position, office, or other material
relationship which the Selling Shareholder has had within the past three years
with the Company and its affiliates, the number of shares of Common Stock owned
by each Selling Shareholder prior to the offering described herein, the number
of Shares that may be offered and sold for each Selling Shareholder's account
pursuant to this Prospectus, and the amount and percentage of Common Stock to
be owned by each Selling Shareholder after completion of the offering described
herein:
Common Stock To
Be Owned After
the Offering
Common Stock ------------------
Owned Prior to Shares To
Name and Positions the Offering1/ Be Sold Number Percent
---------------------- --------------- --------- ---------- -------
Timothy W. Byrne 47,306 40,000 7,306 2/
Senior Vice President, -
Chief Financial Officer
Treasurer, Secretary,
and Director (director
since 1991, executive
officer since 1990)
Robert F. Kizer 70,000 65,000 5,000 2/
President, Chief Execu- -
tive Officer, and
Director (director and
executive officer since
September 1993)
Robert Murray 30,357 30,000 357 2/
Vice President of -
Operations (execu-
tive officer since
December 1993)
_________________________
1/ Shares of Common Stock issuable under the Plan to Selling Shareholders
upon exercise of currently outstanding options, whether or not
presently exercisable, are included. Shares of Common Stock owned
directly or indirectly by Selling Shareholders under other employee
benefit plans of the
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Company, based on the most recent reports furnished to the Selling
Shareholders under such plans, are also included.
2/ Less than one percent.
Each of the Selling Shareholders named above may be deemed to be an
"affiliate" of the Company, as that term is defined under the Securities Act.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders
or by their respective pledgees, donees, transferees, or other successors in
interest. Such sales may be made in the Nasdaq National Market, otherwise in
the over-the-counter market, on one or more securities exchanges, or otherwise
at prices and at terms then prevailing, or at prices related to the
then-current market price, or in negotiated transactions. The Shares may be
sold by one or more of the following methods, without limitation: (a) a block
trade in which the broker-dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transactions; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers; (d) an exchange distribution in accordance with the rules
of such exchange; and (e) face-to-face transactions between sellers and
purchasers without a broker-dealer. In effecting sales of the Shares,
broker-dealers engaged by the Selling Shareholders may arrange for the
participation of other broker-dealers. Broker-dealers may receive compensation
in the form of underwriting discounts, concessions, or commissions from the
Selling Shareholders in amounts to be negotiated immediately prior to the sale.
Such broker-dealers and any other participating broker-dealers may be deemed to
be "underwriters" within the meaning of the Securities Act in connection with
such sales.
Once the Company has been notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange or secondary
distribution, or a purchase by a broker-dealer, a supplement to this Prospectus
will be filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (a) the name of each such Selling Shareholder and the participating
broker-dealer(s); (b) the number of Shares involved; (c) the price at which
such Shares were sold; (d) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable; (e) that such
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broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus (as supplemented); and
(f) other facts material to the transaction.
In addition to any sales of Shares under this Prospectus, the Selling
Shareholders may, at the same time, sell any shares of Common Stock owned by
them, including Shares covered by this Prospectus, pursuant to Rule 144 under
the Securities Act.
There is no assurance that any of the Selling Shareholders will sell
any or all of the Shares offered hereby.
The Company will pay all expenses incident to the offering and sale of
the Shares pursuant to this Prospectus other than commissions and discounts of
underwriters, dealers, or agents.
INDEMNIFICATION
Section 2.02-1 of the Texas Business Corporation Act, as amended,
authorizes the Company to indemnify any director or officer acting in his
capacity as such under certain circumstances, which indemnification could by
its terms apply to liabilities under the Securities Act. In addition, Section
2.02-1 requires that the Company indemnify any director or officer against
reasonable expenses incurred by him in connection with a proceeding in which he
is a named defendant or respondent because he is or was a director or officer
if he has been wholly successful, on the merits or otherwise, in the defense of
the proceeding. As permitted by Section 2.02-1, the Company's Bylaws require
that the Company indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
director or officer against any judgments, penalties (including excise and
similar taxes), fines, settlements, and reasonable expenses actually incurred
by the person in connection with the proceeding if it is determined, in the
manner specified in the Bylaws, that the person (i) conducted himself in good
faith, (ii) reasonably believed, in the case of conduct in his official
capacity as a director or officer of the Company, that his conduct was in the
Company's best interests and, in all other cases, that his conduct was at least
not opposed to the Company's best interests, and (iii), in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful; provided that if the person is found liable to the Company or is
found liable on the basis that personal benefit was improperly received by the
person, the indemnification shall be limited to reasonable expenses actually
incurred by the person in connection with the proceeding and shall not be made
in respect of any proceeding in
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which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company. The Bylaws also
require the Company to advance reasonable expenses to a director or officer in
certain circumstances, and permit the Company to indemnify and advance expenses
to an officer, employee, or agent to such further extent as may be consistent
with law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the Texas Business Corporation Act, the Company's
ByLaws, or otherwise, the Company has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
EXPERTS
The consolidated financial statements of the Company and subsidiaries
at December 31, 1994, and for the year then ended, incorporated by reference in
this Prospectus and Registration Statement, have been audited by Ernst & Young
LLP, independent auditors, and at December 31, 1993, and for each of the two
years in the period ended December 31, 1993, by Aronson, Fetridge & Weigle,
independent auditors, as set forth in their respective reports incorporated by
reference herein, and are incorporated herein in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by United States Lime &
Minerals, Inc. (the "Company" or "Registrant") with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The description of the Common Stock of the
Company contained in the Company's registration statement on Form 8-A
(File No. 0-4197), filed with the Commission under the Exchange Act on
December 4, 1969, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 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 of such documents. Any statement contained
in a document incorporated or deemed to be incorporated in this Registration
Statement by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or supersedes such statement. Any statement so
modified shall not be deemed in its unmodified form, and any statement so
superseded shall not be deemed, to constitute a part of this Registration
Statement.
II - 1
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 2.02-1 of the Texas Business Corporation Act, as amended,
authorizes the Company to indemnify any director or officer acting in his
capacity as such under certain circumstances. In addition, Section 2.02-1
requires that the Company indemnify any director or officer against reasonable
expenses incurred by him in connection with a proceeding in which he is a named
defendant or respondent because he is or was a director or officer if he has
been wholly successful, on the merits or otherwise, in the defense of the
proceeding.
As permitted by Section 2.02-1, the Company's Bylaws require that
the Company indemnify a person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a director
or officer against any judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses actually incurred by the
person in connection with the proceeding if it is determined, in the manner
specified in the Bylaws, that the person (i) conducted himself in good faith,
(ii) reasonably believed, in the case of conduct in his official capacity as a
director or officer of the Company, that his conduct was in the Company's best
interests and, in all other cases, that his conduct was at least not opposed to
the Company's best interests, and (iii), in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided that if the person is found liable to the Company or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification shall be limited to reasonable expenses actually incurred by
the person in connection with the proceeding and shall not be made in respect
of any proceeding in which the person shall have been found liable for willful
or intentional misconduct in the performance of his duty to the Company. The
Bylaws generally require that the determinations that the person to be
indemnified has satisfied the prescribed conduct and belief standards must be
made by directors who are not themselves then named defendants or respondents
in the proceeding, by a special legal counsel selected by the Board of
Directors or a committee thereof, or by shareholders in a vote that excludes
the shares held by directors and officers who are named defendants or
respondents in the proceeding.
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The Bylaws further require the Company to pay or reimburse
expenses incurred by a director or officer in connection with his appearance as
a witness or other participation in a proceeding at a time when he is not a
named defendant or respondent in the proceeding. The Bylaws also require the
Company to advance reasonable expenses to a director or officer upon receipt of
a good faith affirmation by him that he has met the standard of conduct
necessary for indemnification and a written undertaking to repay such advances
if it is ultimately determined that he has not met those requirements.
The Bylaws permit the Company to indemnify and advance expenses to
an officer, employee, or agent to such further extent as may be consistent with
law, including persons serving another entity in various capacities at the
request of the Company. The Bylaws also authorize the Company to purchase and
maintain insurance or make other arrangements on behalf of directors, officers,
employees, and agents against or in respect of liabilities.
Any indemnification of or advance of expenses to a director under
the Bylaws or any statute must be reported in writing to shareholders not later
than the notice of the next shareholders' meeting or the next submission to
shareholders of a consent to action without a meeting and, in any event, within
the 12-month period immediately following the indemnification or advance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this
Registration Statement:
Exhibit
Number Exhibit
------- -------
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, File No. 0-
4197).
4.2 Composite Copy of Bylaws of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the
fiscal year
II - 3
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ended December 31, 1991, File No. 0-4197).
5 Opinion of Morgan, Lewis & Bockius with respect to
the legality of securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Aronson, Fetridge & Weigle.
23.3 Consent of Morgan, Lewis & Bockius (included in
Exhibit 5).
24 Powers of Attorney (included on Pages II-6 and II-
7 of this Registration Statement).
Item 9. Undertakings.
(a) 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; and
(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
Registration Statement is on Form S-3 or Form S-8, and 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
in the Registration Statement.
II - 4
16
(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.
(b) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant 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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17
SIGNATURES
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 Dallas, Texas, on March 29, 1995.
UNITED STATES LIME & MINERALS, INC.
By: Robert F. Kizer
Robert F. Kizer, President
and Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Robert F. Kizer and Timothy W. Byrne, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any and all other documents and
instruments incidental thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent, or his substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Robert F. Kizer President, Chief Executive Officer, March 29,
----------------------- and Director (Principal Executive 1995
Robert F. Kizer Officer)
Timothy W. Byrne Senior Vice President, Chief March 29,
----------------------- Financial Officer, Treasurer, 1995
Timothy W. Byrne Secretary, and Director (Principal
Financial Officer)
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Larry T. Ohms Corporate Controller and Assistant March 29,
----------------------- Treasurer (Principal Accounting 1995
Larry T. Ohms Officer)
Edward A. Odishaw Director and Chairman of the Board March 29,
----------------------- 1995
Edward A. Odishaw
Antoine M. Doumet Director and Vice Chairman of the March 29,
----------------------- Board 1995
Antoine M. Doumet
John J. Brown Director March 29,
----------------------- 1995
John J. Brown
Wallace G. Irmscher Director March 29,
----------------------- 1995
Wallace G. Irmscher
Robert J. Smith Director March 29,
----------------------- 1995
Robert J. Smith
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EXHIBIT INDEX
Exhibit Description
------- -----------
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, File No. 0-
4197).
4.2 Composite Copy of Bylaws of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, File No. 0-
4197).
5 Opinion of Morgan, Lewis & Bockius with respect
to the legality of securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Aronson, Fetridge & Weigle.
23.3 Consent of Morgan, Lewis & Bockius (included in
Exhibit 5).
24 Powers of Attorney (included on Pages II-6 and
II-7 of this Registration Statement).