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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 Fiscal Year Ended December 31, 1995 Commission file number 0-15981
HILB, ROGAL AND HAMILTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1194795
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4235 Innslake Drive
Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 747-6500
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, no par value
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
None
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this
chapter) 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 [ ].
State the aggregate market value of the voting stock held by
non-affiliates of the registrant.
$177,064,401 as of March 5, 1996
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Class Outstanding at March 5, 1996
Common Stock, no par value 13,742,367
Documents Incorporated by Reference
Portions of the registrant's 1995 Annual Report to Shareholders
are incorporated by reference into Parts I and II of this
report.
Portions of the registrant's Proxy Statement for the 1996
Annual Meeting of Shareholders are incorporated by reference
into Part III of this report.
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PART I
ITEM 1. BUSINESS
The Company
Hilb, Rogal and Hamilton Company (the Company), through its network
of wholly-owned subsidiary insurance agencies (the Agencies), places
various types of insurance, including property, casualty, marine, aviation
and employee benefits insurance, with insurance underwriters on behalf of
its clients. The Agencies operate 56 offices in 16 states and five
Canadian provinces. The Company's client base ranges from personal to
large national accounts and is primarily comprised of medium-size
commercial and industrial accounts. Insurance commissions accounted
for approximately 93% of the Company's total revenues in 1995. The
Company also advises clients on risk management and employee benefits and
provides claims administration and loss control consulting services to
clients, which contributed approximately 2% of revenues in 1995.
The Company has grown principally through acquisitions of independent
agencies with significant local market shares in small to medium-size
metropolitan areas. Since 1984, the Company has acquired 148 independent
agencies. The Company's growth strategy emphasizes acquisitions of
established independent agencies staffed by local professionals and
centralization of certain administrative functions to allow agents to
focus on business production. The Company believes that a key to its
success has been a strong emphasis on local client service by
experienced personnel with established community relationships. The
Company generally pursues growth in markets where it believes it can
achieve a significant market position. The Company expects to continue
seeking opportunities to add qualified agencies in both existing and new
markets.
The Agencies act as independent agents representing a large number of
insurance companies, which gives the Company access to specialized
products and capacity needed by its clients. Agencies are staffed to
handle the broad variety of insurance needs of their clients.
Additionally, certain Agencies have developed special expertise in
areas such as aviation, construction and marine insurance services, and
this expertise is made available to clients throughout the Company.
The Company has established direct access to certain foreign insurance
markets without the need to share commissions with excess and surplus
lines brokers. This direct access allows the Company to enhance its
revenues from insurance products written by foreign insurers and allows
it to provide a broader array of insurance products to its clients.
While the Agencies have historically been largely decentralized with
respect to client solicitation, account maintenance, underwriting
decisions, selection of insurance carriers and areas of insurance
specialization, the Company maintains centralized administrative
functions, including cash management and investment, human resources and
legal functions, through its corporate headquarters. Accounting records
and systems are maintained at each Agency, but the Company requires each
Agency to comply with standardized financial reporting and control
requirements. Through its internal auditing department, Company
personnel periodically visit each Agency and monitor compliance with
internal accounting controls and procedures.
In the latter part of 1995, the Company created regional operating
units to coordinate the efforts of several local offices in a
geographic area to focus on markets, account retention, client service
and new business production. The five U.S. regions are the Mid-Altantic
(Pennsylvania, New Jersey, Maryland and Virginia); Georgia/Alabama;
Florida; Texas and California. The Canadian operation with its six
locations form a sixth region. Regional management of a sizeable mass
of coordinated and complementary resources will enable each Agency to
address a broader spectrum of client needs and respond more quickly
and expertly than each could do on a stand-alone basis. Additionally,
operations were streamlined by merging multiple locations in the same city
into a single profit center and converting smaller locations into sales
offices of a larger profit center in the same region.
The Company derives income primarily from commissions on the sale of
insurance products to clients paid by the insurance underwriters with
whom the Agencies place their clients' insurance. The Company acts as
an agent in soliciting, negotiating and effecting contracts of insurance
through insurance companies and occasionally as a broker in procuring
contracts of insurance on behalf of insureds. The Company derived in
excess of 98% of its commission and fee revenue in 1995 from the sale of
insurance products, principally property and casualty insurance.
Accordingly, no breakdown by industry segments has been made. The
balance is primarily derived from employee benefits and third party
claims administration. Within its range of services, the Company also
places surplus lines coverages (coverages not available from insurance
companies licensed by the states in which the risks are located) with
surplus lines insurers for various specialized risks.
Insurance agents' commissions are generally a percentage of the
premium paid by the client. Commission rates vary substantially within
the insurance industry. Commissions depend upon a number of factors,
including the type of insurance, the amount of the premium, the
particular insurer, the capacity in which the Company acts and the scope
of the services it renders to the client. In some cases, the Company or
an Agency is compensated by a fee paid by the client directly. The
Company may also receive contingent commissions which are based on the
profit an insurance company makes on the overall volume of business
placed with it by the Company. Contingent commissions are generally
received in the first quarter of each year and, accordingly, may cause
first quarter revenues and earnings to vary from other quarterly results.
The Company provides a variety of professional services to assist
clients in analyzing risks and in determining whether protection against
risks is best obtained through the purchase of insurance or through
retention of all or a portion of those risks and the adoption of risk
management policies and cost-effective loss control and prevention
programs.
No material part of the Company's business is dependent on a single
client or on a few clients, and the Company does not depend on a single
industry or type of client for a substantial amount of its business. In
1995, the largest single client accounted for less than .9% of the
Company's total revenues.
Operating History and Acquisition Program
The Company was formed in 1982 to acquire and continue an existing
insurance agency network. At that time, the Company undertook a program
of consolidating agencies, closing or selling unprofitable locations and
acquiring new agencies. Since 1984, a total of 148 agencies have been
acquired. Ninety-eight of those agencies were acquired using the
purchase method of accounting at a total purchase price of approximately
$93.6 million. In a purchase acquisition, the purchase price of an
agency is typically paid in cash and deferred cash payments. In some
cases, a portion of the purchase price may also be paid in Common
Stock. Since November 1, 1988, 50 agencies have been acquired under the
pooling-of-interests method of accounting in exchange for a total of
approximately 8.1 million shares of Common Stock of the Company. The
Company believes that the public market for its Common Stock, existing
since 1987, has and will continue to enhance its ability to acquire
agencies.
The Company has substantial experience in acquiring insurance
agencies. Each acquisition candidate is subjected to a due diligence
process in which the Company evaluates the quality and reputation of the
business and its management, revenues and earnings, administrative and
accounting records, growth potential and location. For candidates that
pass this screening process, the Company uses a pricing method that
emphasizes pro forma revenues, profits and tangible net worth. As a
condition to completing an acquisition, the Company requires that the
principals execute Company-prepared covenants not to compete
and other restrictive covenants and that agents execute non-piracy
agreements. Once the acquisition is consummated, the Company takes steps
to introduce its procedures and protocols and to integrate the agency's
systems and employees into the Company.
Recent Developments
During 1995, the Company acquired 14 insurance agencies. See "Note
J--Acquisitions" of the Notes to Consolidated Financial Statements in the
Company's 1995 Annual Report to Shareholders which is incorporated herein
by reference for a description of these acquisitions.
Subsequent to December 31, 1995, the Company acquired certain assets
and liabilities of three insurance agencies for $1,811,000 ($1,276,000 in
cash and 40,000 shares of Common Stock). These transactions will be
accounted for as purchase transactions. See "Note M--Subsequent Events"
of the Notes to Consolidated Financial Statements in the Company's 1995
Annual Report to Shareholders which is incorporated herein by reference.
Competition
The Company participates in a very competitive industry. It is a
leading independent insurance agency company serving a wide variety of
clients through its network of wholly-owned subsidiaries which operate 56
independent insurance agencies located in 16 states and five Canadian
provinces. Many of the Company's competitors are larger and have greater
resources than the Company and operate on an international scale.
In some of the Agencies' cities, because no major national insurance
broker has established a presence, the Company competes with local agents,
some of whom may be larger than the Company's local Agency.
The Company's larger competitors also have extensive facilities to
manage captive insurance companies or self-insurance programs for larger
clients, while the Company has only a limited ability to administer
self-insurance and does not currently manage any captive insurance
companies.
The Company is also in competition with certain insurance companies
which write insurance directly for their customers, as well as self-
insurance and other employer sponsored programs.
Employees
As of December 31, 1995, the Company had approximately 1,700
employees. No employees are currently represented by a union. The
Company believes its relations with its employees are good.
Regulation
In every state in which the Company does business, the applicable
Agency or an employee is required to be licensed or to have received
regulatory approval by the state insurance department in order for the
Company to conduct business. In addition to licensing requirements
applicable to the Company, most jurisdictions require individuals who
engage in brokerage and certain insurance service activities to be
licensed personally.
The Company's operations depend on the validity of and its continued
good standing under the licenses and approvals pursuant to which it
operates. Licensing laws and regulations vary from jurisdiction to
jurisdiction. In all jurisdictions, the applicable licensing laws and
regulations are subject to amendment or interpretation by regulatory
authorities, and generally such authorities are vested with general
discretion as to the grant, renewal and revocation of licenses and
approvals.
ITEM 2. PROPERTIES
Except as mentioned below, the Company leases its Agencies' offices.
For information with respect to the Company's lease commitments see "Note
H--Leases" of the Notes to Consolidated Financial Statements in the
Company's 1995 Annual Report to Shareholders which is incorporated herein
by reference.
At December 31, 1995, the Company owned seven buildings in Richmond
and Charlottesville, Virginia; Oklahoma City, Oklahoma; Daytona Beach and
Fort Myers, Florida; Mobile, Alabama and Victoria, Texas (the Richmond,
Virginia building being subject to a mortgage), in which the Agencies in
those cities are located. See "Note D--Long-Term Debt and Override
Commission Agreements" of the Notes to Consolidated Financial Statements
in the Company's 1995 Annual Report to Shareholders which is incorporated
herein by reference for information regarding mortgage notes payable and
related collateral property.
ITEM 3. LEGAL PROCEEDINGS
The Company and its Agencies have no material pending legal
proceedings other than ordinary, routine litigation incidental to the
business, to which it or a subsidiary is a party. With respect to the
routine litigation, upon the advice of counsel, management believes that
none of these proceedings, either individually or in the aggregate, if
determined adversely to the Company, would have a material effect on the
financial position or results of operations of the Company or its ability
to carry on its business as currently conducted.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the registrant are as follows:
Robert H. Hilb, 69, has been Chairman and Chief Executive Officer of
the Company since 1991 and has been a director of the Company since
1982. He was President of the Company from 1982 to 1995.
Andrew L. Rogal, 47, has been President and Chief Operating Officer of
the Company since 1995 and has been a director of the Company since
1989. He was Executive Vice President of the Company from 1991 to
1995 and Senior Vice President of the Company from 1990 to 1991. He
was Chief Executive Officer of Hilb, Rogal and Hamilton Company of
Pittsburgh, Inc., a subsidiary of the Company, from 1990 to
1995 and was President of this subsidiary from 1987 to 1993.
John C. Adams, Jr., 59, has been Executive Vice President of the
Company since 1991 and was a director of the Company from 1987 to 1995.
He was Senior Vice President of the Company from 1989 to 1991. He has
been Chairman of Hilb, Rogal and Hamilton Company of Daytona Beach, Inc.,
a subsidiary of the Company, since 1990 and was Chief Executive Officer
of this subsidiary from 1990 to 1992. Prior thereto, he was President of
this subsidiary.
Timothy J. Korman, 43, has been Executive Vice President, Chief
Financial Officer and Treasurer of the Company since November 1995, and
was Senior Vice President and Treasurer of the Company from 1989 to
November 1995. He was Vice President and Treasurer of the Company from
1982 to 1989. He is a first cousin of Robert S. Ukrop, a director of the
Company.
Dianne F. Fox, 47, has been Senior Vice President-Administration and
Secretary of the Company since 1989 and was Vice President and Secretary
of the Company from 1984 to 1989.
Ronald J. Schexnaydre, 59, has been Senior Vice President of the
Company since 1993 and was Vice President of the Company from 1991 to
1993. He has been Chairman of Hilb, Rogal and Hamilton Company of
Louisiana, a subsidiary of the Company since 1995 and was President
of this subsidiary from 1986 to 1995.
Ann B. Davis, 41, has been Vice President-Human Resources of the
Company since 1993 and was Assistant Vice President-Human Resources of the
Company from 1986 to 1993.
Vincent P. Howley, 47, has been Vice President-Audit of the Company
since 1993 and was Assistant Vice President-Audit of the Company from
1986 to 1993.
Carolyn Jones, 40, has been Vice President and Controller of the
Company since 1991 and was Assistant Vice President and Controller from
1989 to 1991.
Walter L. Smith, 38, has been Vice President and General Counsel of
the Company since 1991 and was Assistant Vice President and General
Counsel from 1988 to 1991. He has been Assistant Secretary of the
Company since 1989.
Robert W. Blanton, Jr., 31, has been Assistant Vice President of the
Company since 1993. He joined the Company in 1990 as Accounting Senior.
Valerie C. Elwood, 34, has been Assistant Vice President of the
Company since 1993. She joined the Company in 1987 and has held various
positions in the accounting department.
Janice G. Pouzar, 49, joined the Company as Assistant Vice President-
Retirement Plans in 1993. Prior thereto, she was employed by William M.
Mercer in Richmond, Virginia from 1972 to 1993.
All officers serve at the discretion of the Board of Directors. Each
holds office until the next annual election of officers, which is held at
the meeting of the Board of Directors after the Annual Meeting of
Shareholders, called to be held on May 7, 1996, or until their successors
are elected. There are no family relationships nor any arrangements or
understandings between any officer and any other person pursuant to which
any such officer was selected, except as noted above.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Information as to market price and dividends per share of Common Stock
and related stockholder matters is incorporated herein by reference to the
material under the heading "Market Price of Common Stock" in the
Company's 1995 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Information as to selected financial data is incorporated herein by
reference to the material under the heading "Selected Financial Data" in
the Company's 1995 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information as to management's analysis of financial condition and
results of operations is incorporated herein by reference to the material
under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's 1995 Annual Report
to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors included on page 12 of Form 10-K
and consolidated financial statements included on pages 8 through 19 of
the Company's 1995 Annual Report to Shareholders are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information as to the directors of the registrant is incorporated
herein by reference to the material under the heading "Proposal One
Election of Directors" in the Company's definitive Proxy Statement for
the 1996 Annual Meeting of Shareholders. Information as to the executive
officers of the registrant is set forth following Item 4 of Part I of
this report.
ITEM 11. EXECUTIVE COMPENSATION
Information as to executive compensation is incorporated herein by
reference to the material included on pages 7 through 14 in the Company's
definitive Proxy Statement for the 1996 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Information as to security ownership of certain beneficial owners and
management is incorporated herein by reference to the material under the
headings "Security Ownership of Management" and "Security Ownership of
Certain Beneficial Owners" in the Company's definitive Proxy Statement
for the 1996 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information as to certain relationships and related transactions is
incorporated herein by reference to the material under the heading
"Certain Transactions" in the Company's definitive Proxy Statement for
the 1996 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) (1) and (2) Financial Statements and Financial Statement Schedules
The following consolidated financial statements of Hilb, Rogal and
Hamilton Company and subsidiaries, included in the Company's 1995 Annual
Report to Shareholders are incorporated herein by reference in Item 8 of
this report:
Consolidated Balance Sheet -- December 31, 1995 and 1994
Statement of Consolidated Income -- Years Ended December 31, 1995, 1994
and 1993
Statement of Consolidated Shareholders' Equity -- Years Ended December 31,
1995, 1994 and 1993
Statement of Consolidated Cash Flows -- Years Ended December 31, 1995,
1994 and 1993
Notes to Consolidated Financial Statements -- December 31, 1995
The following consolidated financial statement schedule of Hilb,
Rogal and Hamilton Company and subsidiaries is included in Item 14(d):
Schedule
Number Description Page Number
II Valuation and Qualifying Accounts 13
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the
related instructions or are inapplicable, and therefore
have been omitted.
(3) Exhibits - Index
Exhibit No. Document
3.1 Articles of Incorporation
(incorporated by reference
to Exhibit 4.1 to the
Company's Registration State-
ment on Form S-3, File No.
33-56488, effective March 1,
1994, hereinafter, the Form
S-3)
3.2 Amended and Restated Bylaws
10.1 $20,000,000 Credit Agreement
dated February 12, 1996 Among
Hilb, Rogal and Hamilton Company,
Certain Banks and Crestar Bank,
as Agent of the Banks
10.2 Incentive Stock Option Plan, as
amended (incorporated by reference
to Exhibit 28.27 of the Form S-3)
10.3 Amendment Number Twelve to
Employment Agreement of Robert H. Hilb
(the Employment Agreement is incorp-
orated by reference to Exhibit 10.7 to
the Company's Form 10-K for the year
ended December 31, 1994, File
No. 0-15981)
10.4 Employment Agreement of Andrew L. Rogal
10.5 Hilb, Rogal and Hamilton Company
1989 Stock Plan, as amended
(incorporated by reference to Exhibit
28.28 of the Form S-3)
10.6 Amendment to Hilb, Rogal and Hamilton
Company Supplemental Executive
Retirement Plan (Supplemental Executive
Retirement Plan is incorporated by reference
to Exhibit 10.9 to the Company's Form 10-K
for the year ended December 31, 1994, File
No. 0-15981)
10.7 Hilb, Rogal and Hamilton Company
Outside Directors Deferral Plan (incorp-
orated by reference to Exhibit 10.10
to the Company's Form 10-K for the
year ended December 31, 1994, File
No. 0-15981)
10.8 Promissory Note dated September 25,
1995, payable by Andrew L. Rogal to
Hilb, Rogal and Hamilton Company
10.9 Stock Pledge Agreement, dated September
25, 1995, between Andrew L. Rogal
and Hilb, Rogal and Hamilton Company
11 Statement Regarding Computation
of Per Share Earnings
13 1995 Annual Report to Shareholders
22 Subsidiaries of Hilb, Rogal and
Hamilton Company
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1995.
(c) Exhibits
The response to this portion of Item 14 as listed in Item 14(a)(3)
above is submitted as a separate section of this report.
(d) Financial Statement Schedules
The reports of independent auditors and financial statement schedule
(as indexed in Item 14(a)(2)) of this report are as follows:
Report of Ernst & Young LLP, Independent Auditors
-------------------------------------------------
Shareholders and Board of Directors
Hilb, Rogal and Hamilton Company
We have audited the consolidated balance sheet of Hilb, Rogal and Hamilton
Company and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1995
(incorporated by reference herein). Our audits also included the
financial statement schedule listed in the index at Item 14(a). These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Hilb, Rogal and Hamilton Company and subsidiaries at December
31, 1995 and 1994, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.
Ernst & Young LLP
Richmond, Virginia
February 14, 1996
HILB, ROGAL AND HAMILTON COMPANY
AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
Col. A Col. B Col. C Col. D Col. E
Additions
Charged
Balance at Charged to Other Balance
Beginning to Costs Accounts Deductions at End
Description of Period and Expenses (Describe)* (Describe)** of Period
Year ended
December 31, 1995:
Allowance for doubt-
ful accounts....... $2,348,000 $1,500,000 $121,000 $2,197,000 $1,772,000
Year ended
December 31, 1994:
Allowance for doubt-
ful accounts....... 2,390,000 1,239,000 70,000 1,351,000 2,348,000
Year ended
December 31, 1993:
Allowance for doubt-
ful accounts....... 2,065,000 1,335,000 96,000 1,106,000 2,390,000
______________________
* Recoveries
** Bad debts written off
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, Hilb, Rogal and Hamilton Company, has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HILB, ROGAL AND HAMILTON COMPANY
By /s/ Robert H. Hilb
Robert H. Hilb, Chairman
Date March 25, 1996
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 in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert H. Hilb Chairman (principal executive March 25, 1996
Robert H. Hilb officer) and Director
/s/ Timothy J. Korman Executive Vice President and March 25, 1996
Timothy J. Korman Treasurer (principal financial
officer)
/s/ Carolyn Jones Vice President and Controller March 25, 1996
Carolyn Jones (principal accounting officer)
/s/ Andrew L. Rogal Director March 25, 1996
Andrew L. Rogal
Director
Philip J. Faccenda
/s/ Robert S. Ukrop Director March 25, 1996
Robert S. Ukrop
Director
Thomas H. O'Brien
Director
J.S.M. French
/s/ Norwood H. Davis, Jr. Director March 25, 1996
Norwood H. Davis, Jr.
/s/ Theodore L. Chandler, Jr. Director March 25, 1996
Theodore L. Chandler, Jr.