Registration Statement No. 33-61699
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2-B
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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OGE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 6719 73-1481638
(State or other (Primary Standard Industrial (I.R.S. Employer
juriscition of Classification Code Number) Identification No.)
incorporation
or organization)
321 North Harvey, P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
OGE Energy Corp. Employees' Retirement Savings Plan
(Full title of plan)
Steven E. Moore Peter D. Clarke
Chairman of the Board, President and CEO Gardner, Carton & Douglas
OGE Energy Corp. 321 North Clark Street
321 North Harvey Suite 3400
Oklahoma City, Oklahoma 73101 Chicago, Illinois 60610
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Additional Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities being offering price aggregate registration
being registered registered per share offering price fee
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Common Stock,
Par Value
$.01 Per Share 1,201,855 shs. * * *
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* Pursuant to Rule 416(b), no registration fee is required to increase
the number of shares being registered as a result of a stock split.
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Amending the Registration Statement pursuant to Rule 416(b) to increase
the number of shares of common stock registered by this Registration Statement
from 1,500,000 shares to 2,701,855.
2
EXPLANATORY NOTE
(Not Part of the Prospectus)
By Registration Statement No. 33-61699, OGE Energy Corp. (the
"Registrant")registered under the Securities Act of 1933, as amended, 44,874,387
shares of its Common Stock, par value $.01 per share, for issuance pursuant to:
(i) an Agreement and Plan of Share Acquisition between the Registrant and
Oklahoma Gas and Electric Company ("OG&E"), whereby the outstanding shares of
OG&E Common Stock would be exchanged (the "Exchange") on a share-for-share basis
for shares of the Registrant's Common Stock and OG&E would become the subsidiary
of the Registrant; (ii) the Automatic Dividend Reinvestment and Stock Purchase
Plan of OG&E, which plan was assumed by the Registrant following the effective
date of the Exchange; and (iii) the Retirement Savings Plan (the "Retirement
Savings Plan") of OG&E, which plan was amended as of the Effective Date to
require the issuance of the Registrant's Common Stock in lieu of OG&E's Common
Stock.
The Exchange was approved by OG&E's shareowners at a Special Meeting on
November 16, 1995, and became effective on December 31, 1996. The Board of
Directors of the Registrant has approved a two-for-one stock split to be
effected by a 100% stock dividend payable June 15, 1998 to holders of record on
June 1, 1998. Pursuant to Rule 416(b), this Post-Effective Amendment No. 2-B
increases the number of registered shares to reflect the stock split.
Accordingly, 2,701,855 shares of the Registrant's Common Stock are now
registered by Registration Statement No. 33-61699 to be issued pursuant to the
Retirement Savings Plan. As of June 15, 1998, 2,403,710 shares remained to be
issued pursuant to the Retirement Savings Plan.
The Number "2" in the designation of this Post-Effective Amendment No.
2-B denotes that this Post-Effective Amendment relates only to shares of the
Registrant's Common Stock to be issued or delivered pursuant to the Retirement
Savings Plan, and the letter "B" in such designation denotes that this is the
second Post-Effective Amendment to the Registration Statement filed with respect
to such shares. This system of designation will continue to be used for any
future Post-Effective Amendments to the Registration Statement which may be
filed by the Registrant relating to the shares of the Registrant's Common Stock
which may be issued or delivered under the Retirement Savings Plan, subject to
the requirements of the Securities and Exchange Commission applicable from time
to time.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference: (i) the report on Form 11-K
for the year ended December 31, 1996, of the Company Employees' Retirement
Savings Plan (the "Plan"), (ii) the Annual Report on Form 10-K for the year
ended December 31, 1997, of the Company, (iii) the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998 of the Company, (iv) the Current Reports on
Form 8-K filed January 6, 1998 and May 21, 1998 of the Company and (v) the
description of the OGE Energy Corp. Common Stock and Rights to Purchase Series A
Preferred Stock contained in Exhibit 99.02 to the Company's Form 10-K for the
year ended December 31, 1997.
3
All documents filed by the Registrant or the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment, which indicates
that all of the securities offered hereby have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
The Registrant also has Rights to Purchase Series A Preferred Stock
which are registered under Section 12 of the Exchange Act, and which
automatically trade at this time with the Common Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedule of the Company
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
The financial statements of the Plan included in the Plan's Form 11-K
Annual Report for the year ended December 31, 1996, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in giving said report.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1031 of Title 18 of the Annotated Oklahoma Statutes provide
that the Registrant may, and in some circumstances must, indemnify the directors
and officers of the Registrant against liabilities and expenses incurred by any
such person by reason of the fact that such person was serving in such capacity
subject to certain limitations and conditions set forth in the statutes.
Substantially similar provisions that require such indemnification are
contained in the Registrant's Restated Certificate of Incorporation, which is
filed as Exhibit 3.01 to the Registrant's Form 10-K for the year ended December
31, 1996 and incorporated herein by this reference. The Registrant's Restated
Certificate of Incorporation also contains provisions limiting the liability of
the Registrant's directors in certain instances. The Registrant has an insurance
policy covering its directors and officers against certain personal liability,
which may include liabilities under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
4
ITEM 8. EXHIBITS.
4.01 Copy of Employees' Retirement Savings Plan, as amended as of December 31,
1996, of OGE Energy Corp. (filed as Exhibit 4.01 to the Registrant's
Post-Effective Amendment No. 2-A to Registration Statement No. 33-61699 and
incorporated by reference herein).
4.02 Copy of Trust Agreement Under Employees' Retirement Savings Plan, as
amended, between OGE Energy Corp. and Fidelity Management Trust Company
(filed as Exhibit 4.02 to the Registrant's Post-Effective Amendment No. 2-A
to Registration Statement No. 33-61699 and incorporated by reference
herein).
4.03 Amendments No. 6, 7 and 8 to Employees Retirement Savings Plan.
4.04 Restated Certificate of Incorporation, as amended (filed as Exhibit 3.01 to
the Registrant's Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
4.05 By-laws (filed as Exhibit 3.02 to the Registrant's Form 10-K for the year
ended December 31, 1996 and incorporated by reference herein).
4.06 Rights Agreement dated August 7, 1995 between OGE Energy Corp. and
ChaseMellon Shareholder Services LLC, as successor Rights Agent (filed as
Exhibit 4.06 to the Registrant's Post-Effective Amendment No. 2-A to
Registration Statement No. 33-61699 and incorporated by reference herein).
5.01 The Registrant hereby undertakes that it: (i) will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and (ii) has made or will make all changes required by
the IRS in order to qualify the Plan.
23.01 Consent of expert.
24.01 Power of Attorney.
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ITEM 9. UNDERTAKINGS.
A. INDEMNIFICATION
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 provisions described in Item 6 above, 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.
B. SUBSEQUENT EXCHANGE ACT DOCUMENTS.
The undersigned Registrant and Plan hereby undertake that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 and each filing of the Plan's
Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. OTHER
The undersigned Registrant and Plan hereby also undertake
(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 1(i) and 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 or
Plan pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
6
(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.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No. 2-B on Form S-8 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, and State of Oklahoma on the 10th day
of June, 1998.
OGE ENERGY CORP.
(Registrant)
By: /s/ Steven E. Moore
---------------
Steven E. Moore
Chairman of the Board
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2-B on Form S-8 to the Registration Statement
on Form S-4 has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
/s/ Steven E. Moore Principal Executive Officer June 10, 1998
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Steven E. Moore and Director; and
/s/ A.M. Strecker Principal Financial and June 10, 1998
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A.M. Strecker Accounting Officer
Herbert H. Champlin Director;
Luke R. Corbett Director;
William E. Durrett Director;
Martha W. Griffin Director;
Hugh L. Hembree, III Director;
Robert Kelley Director;
Bill Swisher Director; and
Ronald H. White, M.D. Director.
By: /s/ Steven E. Moore June 10, 1998
-------------------
Steven E. Moore (Attorney-in-Fact)
8
THE PLAN
The undersigned consist of all of the members of the Committee having
the responsibility for the administration of the OGE Energy Corp. Employees'
Retirement Savings Plan. Pursuant to the requirements of the Securities Act of
1933, as amended, the Plan has duly caused this Post-Effective Amendment No. 2-B
on Form S-8 to the Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Oklahoma City, and
State of Oklahoma on the 10th day of June, 1998.
OGE Energy Corp.
Employees' Retirement Savings Plan
/s/ Irma B. Elliott
--------------------
Irma B. Elliott
Chairperson
/s/ Donald R. Rowlett
----------------------
Donald R. Rowlett
Member
/s/ Dale P. Hennessy
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Dale P. Hennessy
Member
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EXHIBIT INDEX
EXHIBIT NO DESCRIPTION
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4.01 Copy of Employees' Retirement Savings Plan, as amended as of December 31,
1996, of OGE Energy Corp. (filed as Exhibit 4.01 to the Registrant's
Post-Effective Amendment No. 2-A to Registration Statement No. 33-61699 and
incorporated by reference herein).
4.02 Copy of Trust Agreement Under Employees' Retirement Savings Plan, as
amended, between OGE Energy Corp. and Fidelity Management Trust Company
(filed as Exhibit 4.02 to the Registrant's Post-Effective Amendment No. 2-A
to Registration Statement No. 33-61699 and incorporated by reference
herein).
4.03 Amendments No. 6, 7 and 8 to Employees Retirement Savings Plan.
4.04 Restated Certificate of Incorporation, as amended (filed as Exhibit 3.01 to
the Registrant's Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
4.05 By-laws (filed as Exhibit 3.02 to the Registrant's Form 10-K for the year
ended December 31, 1996 and incorporated by reference herein).
4.06 Rights Agreement dated August 7, 1995 between OGE Energy Corp. and
ChaseMellon Shareholder Services LLC as successor Rights Agent (filed as
Exhibit 4.06 to the Registrant's Post-Effective Amendment No. 2-A to
Registration Statement No. 33-61699 and incorporated by reference herein).
5.01 The Registrant hereby undertakes that it: (i) will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and (ii) has made or will make all changes required by
the IRS in order to qualify the Plan.
10
23.01 Consent of expert.
24.01 Power of Attorney.
11
EXHIBIT 4.03
AMENDMENT NO. 6 TO THE
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
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(As Amended and Restated Effective December 1, 1993)
OGE Energy Corp., an Oklahoma corporation, in accordance with the
authority contained in Section 15.1 of the OGE Energy Corp. Employees'
Retirement Savings Plan (the "Plan"), hereby amends the Plan, effective as of
January 1, 1997, by amending Section 2.14 of the Plan in its entirety to read as
follows:
"Section 2.14. Compensation. The term `Compensation' shall include the
following items paid in cash to a Participant by the Company during a calendar
year:
(a) Base compensation;
(b) Management incentive pay;
(c) Sales incentives; and
(d) The regular (non-premium) rate of pay for shift
work performed by full-time employees of the Company for the
limited purpose of crediting such Participants with up to 80
total hours of pay during any regular biweekly payroll period.
Other than for purposes of Sections 6.2, 6.3, 20.1 and 20.2, `Compensation'
shall also include Tax-Deferred Contributions made by the Company on behalf of a
Participant.
Items such as the following shall be excluded from the term `Compensation:'
(q) Amounts paid for overtime work except as provided in
subsection (d) above;
(r) Pay in lieu of overtime of exempt personnel;
(s) Lump-sum pay structure adjustments;
(t) Shift premiums;
(u) Commissions;
(v) Fringe benefits;
(w) Non-cash benefits;
12
(x) Company contributions to employee benefit plans or
arrangements;
(y) Employee reimbursements; and
(z) Special lump-sum recognition awards.
Compensation shall be limited for all Plan purposes to the first $160,000
of Compensation per Participant, as adjusted by the Secretary of the Treasury
pursuant to Code Section 401(a)(17).
For purposes of Sections 2.2, 2.3, and 2.22, the term `Compensation' shall
mean the total compensation received by an Employee from the Company for the
Plan Year, including salary, wages, bonuses, commissions, overtime pay, overtime
premiums, amounts which are Tax-Deferred Contributions under the Plan, and any
other elective contributions that are not included in gross income under Code
Section 125, 402(e)(3) or 402(h)."
13
AMENDMENT NO. 7 TO THE
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
(As Amended and Restated Effective December 1, 1993)
OGE Energy Corp., an Oklahoma corporation, in accordance with the authority
contained in Section 15.1 of the OGE Energy Corp. Employees' Retirement Savings
Plan (the "Plan"), hereby amends the Plan, effective as of October 1, 1997, as
follows:
1. Section 8.1(h) of the Plan is renumbered as Section 8.1(l).
2. Section 8.1 of the Plan is further amended by adding the following
new subsections:
"(h) Invesco Total Return. This fund seeks high total return through a
-----------------------
combination of current income (such as through dividends) and capital
appreciation (an increase in the value of the fund's shares). The fund
typically invests 30% in stocks and 30% in fixed and variable income
securities (bonds), with the remaining 40% spread out between stocks
and bonds based on business, economic and market conditions. The fund
may also invest in foreign securities.
(i) PBHG Growth. The fund seeks capital appreciation (an increase in the
------------
value of the fund's shares). The fund invests mainly in common stocks
of small and medium sized United States companies. The fund invests in
many different kinds of companies and industries, but at times may be
heavily concentrated in a relatively small number of industries. The
fund invests in companies believed to have strong earnings potential
and significant capital appreciation.
(j) Templeton Foreign I. This fund seeks capital appreciation (an increase
--------------------
in the value of the fund's shares). The fund invests mainly in stocks
and debt securities of companies and governments of developed or
developing countries outside the United States.
(k) PIMCO Total Return Administrative Fund. This fund seeks to provide
------------------------------------------
high total return that exceeds general bond market indices. The fund
invests mainly in bonds, including U.S. government, corporate,
mortgage and foreign."
14
AMENDMENT NO. 8 TO THE
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
(As Amended and Restated Effective December 1, 1993)
OGE Energy Corp., an Oklahoma corporation, in accordance with the authority
contained in Section 15.1 of the OGE Energy Corp., Employees' Retirement Savings
Plan (the "Plan"), hereby amends the Plan, effective as of January 1, 1998, as
follows:
1. Section 2.40 of the Plan is hereby amended in its entirety to read as
follows:
"Section 2.40. Transfer Account. The term `Transfer Account'
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means the fully vested bookkeeping account established and maintained
pursuant to Section 16.3, which may include amounts rolled over to the
Trust pursuant to Section 5.7."
2. Section 3.1 of the Plan is hereby amended in its entirety to read as
follows:
"Section 3.1. Eligibility to Participate. Each regular full-time
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Employee shall be eligible to participate in the Plan upon becoming an
Eligible Employee. Each other Employee who is an Eligible Employee
shall be eligible to participate in the Plan after the end of the first
period of twelve consecutive months, commencing as of the Employee's
Employment Commencement Date or any anniversary thereof, during
which the Employee completes 1,000 or more Hours of Service."
3. A new Section 5.7 is hereby added to the Plan, to read as follows:
"Section 5.7. Rollover Contributions. An Eligible Employee who
-------------- -----------------------
has received a distribution of his or her interest in a plan that is
qualified under Section 401(a) of the Code, may, in accordance with
procedures established by the Committee, transfer the distribution to
the Trust and instruct the Trustee to accept such a distribution
directly from the distributing plan, provided the following
conditions are met:
(a) the distribution is an eligible rollover distribution
as defined in Section 11.7;
(b) the transfer occurs on or before the 60th day
following the Employee's receipt of the distribution from the
other plan, or, if such distribution had previously been
transferred into an individual retirement account or individual
retirement annuity described in Section 408 of the Code, on or
before the 60th day following the Employee's receipt of the
distribution from such account or annuity;
15
(c) the amount transferred does not exceed the portion
of the distribution which would have been included in the gross
income of the Employee if not rolled over; and
(d) the Employee provides the Committee with whatever
information it deems necessary to determine that the proposed
rollover will meet the requirements of this Section.
The amount transferred shall be credited to the rollover subaccount of
the Employee's Transfer Account."
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 2-B on Form S-8
to the Registration Statement on Form S-4 of our reports dated January 20, 1998
included in the OGE Energy Corp. Form 10-K for the year ended December 31, 1997,
our report dated April 30, 1997 included in the OGE Energy Corp. Employees'
Retirement Savings Plan Form 11-K for the year December 31, 1996 and to all
references to our Firm included in this Post-Effective Amendment.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Oklahoma City, Oklahoma
June 10, 1998
17
EXHIBIT 24.01
POWER OF ATTORNEY
WHEREAS, OGE ENERGY CORP., an Oklahoma corporation (herein referred to
as the "Company") is to file with the Securities and Exchange Commission, under
the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment to the Registration Statement relating to the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and a Post-Effective Amendment to
the Registration Statement relating to the Company's Employees' Retirement
Savings Plan (each, a "Post-Effective Amendment" and, collectively, the
"Post-Effective Amendments"), and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set forth opposite his name, respectively;
THEREFORE, each of the undersigned hereby constitutes and appoints A.M.
Strecker and Steven E. Moore, and each of them, his or her attorney, with full
power to act for the undersigned and in the undersigned's name, place and stead,
to sign the undersigned's name in the capacity set forth below to the
Post-Effective Amendments and to any and all amendments (including
post-effective amendments) to such Post-Effective Amendments, and hereby
ratifies and confirms all that said attorney may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
21st day of May, 1998.
Steven E. Moore, Director and
Principal Executive Officer /s/ Steven E. Moore
---------------------------------
Herbert H. Champlin, Director /s/ Herbert H. Champlin
---------------------------------
Luke R. Corbett, Director /s/ Luke R. Corbett
---------------------------------
William E. Durrett, Director /s/ William E. Durrett
---------------------------------
Martha W. Griffin, Director /s/ Martha W. Griffin
---------------------------------
Hugh L. Hembree, III, Director /s/ Hugh L. Hembree, III
---------------------------------
Robert Kelley, Director /s/ Robert Kelley
---------------------------------
Bill Swisher, Director /s/ Bill Swisher
---------------------------------
Ronald H. White, M.D., Director /s/ Ronald H. White
---------------------------------
A.M. Strecker, Principal Financial and
Accounting Officer /s/ A.M. Strecker
---------------------------------
18
