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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, 1997 Commission file number 0-15981
HILB, ROGAL AND HAMILTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1194795
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
4235 Innslake Drive
Glen Allen, Virginia 23060
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(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.
$227,344,044 as of March 2, 1998
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 2, 1998
Common Stock, no par value 12,683,023
Documents Incorporated by Reference
Portions of the registrant's 1997 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 1998 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, with insurance underwriters on behalf of its clients.
The Agencies operate 66 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 middle market commercial and industrial
accounts. Insurance commissions accounted for approximately 91% of the
Company's total revenues in 1997. 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 5.6% of revenues in 1997.
The Company has historically 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 167
independent agencies. The Company's prior growth strategy emphasized
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. Beginning
in 1997, the Company began to pursue a more focused merger and acquisition
strategy which is expected to continue in the future. This program is
focused on acquisitions which fit into the strategic and regional plans and
targets entities which provide a specialty or product expertise which can
be exported throughout the Company.
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 and regions are staffed to
handle the broad variety of insurance needs of their clients.
Additionally, certain Agencies and regions have developed special expertise
in areas such as aviation, construction and marine insurance services and
this expertise is made available to clients throughout the regions and
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 six U.S. regions are the Mid-Atlantic
(Connecticut, Pennsylvania, Maryland and Virginia); Alabama/Georgia;
Florida; Oklahoma/Texas, Northern California and Southwest (Arizona,
Colorado, Michigan and Southern California). Regional management of a
sizable mass of coordinated and
complementary resources has enabled 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 94% of
its commission and fee revenue in 1997 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
service fee income related to 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 directly by the client. 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
1997, the largest single client accounted for less than 0.6% 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 167 agencies have been
acquired. One hundred seventeen of those agencies were acquired using the
purchase method of accounting at a total purchase price of approximately
$127.0 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. From
November 1, 1988 to May 1, 1995, 50 agencies were 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 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, specialized products
and expertise, 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 1997, the Company acquired six insurance agencies. See "Note
K--Acquisitions" of the Notes to Consolidated Financial Statements in the
Company's 1997 Annual Report to Shareholders which is incorporated herein
by reference for a description of these acquisitions.
Competition
The Company participates in a very competitive industry. It is a
leading independent insurance agency system serving a wide variety of
clients through its network of wholly-owned subsidiaries which operate 66
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
and private, regional firms, some of whom may be larger than the Company's
local Agency.
The Company is also in competition with certain insurance companies
which write insurance directly for their customers, and the banking
industry, as well as self-insurance and other employer sponsored programs.
Employees
As of December 31, 1997, the Company had approximately 1,770
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 1997 Annual Report to Shareholders which is incorporated herein
by reference.
At December 31, 1997, the Company owned buildings in Oklahoma City,
Oklahoma; Fort Myers, Florida; Mobile, Alabama and Victoria, Texas in which
the Agencies in those cities are located. In addition, the Company owned a
building in Charlottesville, Virginia.
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, 71, has been Chairman of the Company since 1991 and
has been a director of the Company since 1982. He was Chief Executive
Officer of the Company from 1991 to May 1997 and was President of the
Company from 1982 to 1995.
Andrew L. Rogal, 49, has been Chief Executive Officer of the Company
since May 1997, and President of the Company since 1995 and has been a
director of the Company since 1989. He was Chief Operating Officer of the
Company from 1995 to May 1997. 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.
Timothy J. Korman, 45, has been Executive Vice President-Finance and
Administration since August 1997. He was Executive Vice President, Chief
Financial Officer and Treasurer of the Company from November 1995 to August
1997, and was Senior Vice President and Treasurer of the Company from 1989
to November 1995. He is a first cousin of Robert S. Ukrop, a director of
the Company.
John C. Adams, Jr., 61, has been Executive Vice President of the
Company since 1991 and was a director of the Company from 1987 to 1995. He
has been Chairman of Hilb, Rogal and Hamilton Company of Daytona Beach,
Inc., a subsidiary of the Company, since 1990.
Dianne F. Fox, 49, has been Senior Vice President and Secretary of the
Company since 1989.
Carolyn Jones, 42, has been Senior Vice President, Chief Financial
Officer and Treasurer since August 1997 and was Vice President and
Controller of the Company from 1991 to August 1997.
Walter L. Smith, 40, has been Vice President and General Counsel of
the Company since 1991 and has been Assistant Secretary of the Company
since 1989.
Vincent P. Howley, 49, has been Vice President-Agency Financial
Operations since August 1997. He was Vice President-Audit of the Company
from 1993 to August 1997, and was Assistant Vice President-Audit of the
Company from 1986 to 1993.
Henry C. Kramer, 53, joined the Company as Vice President-Human
Resources in October 1997. Prior thereto, he held various human resource
positions with Alexander & Alexander, Inc. in Baltimore, Maryland from 1973
to 1997.
Robert J. Hilb, 34, has been Vice President of the Company since
August 1997. He was President of HRH Resource Group, Ltd., a subsidiary of
the Company from 1994 to 1997. Prior thereto, he held various insurance
related positions within the Company. He is the son of Robert H. Hilb,
Chairman and a director of the Company.
Robert W. Blanton, Jr., 33, has been Assistant Vice President and
Controller since August 1997 and was Assistant Vice President of the
Company from 1993 to August 1997. He joined the Company in 1990 as
Accounting Senior.
Valerie C. Elwood, 36, 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.
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 5, 1998, 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 headings "Shareholders" and "Market Price of Common
Stock" in the Company's 1997 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 1997 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 1997 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 20 through 30 of
the Company's 1997 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
1998 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 8 through 13 in the Company's
definitive Proxy Statement for the 1998 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 1998 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no transactions or series of transactions or proposed
transactions since January 1, 1997 which require disclosure under Item 13
of Part III of this report.
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 1997 Annual
Report to Shareholders are incorporated herein by reference in Item 8 of
this report:
Consolidated Balance Sheet -- December 31, 1997 and 1996
Statement of Consolidated Income -- Years Ended December 31, 1997, 1996 and
1995
Statement of Consolidated Shareholders' Equity -- Years Ended December 31,
1997, 1996 and 1995
Statement of Consolidated Cash Flows -- Years Ended December 31, 1997, 1996
and 1995
Notes to Consolidated Financial Statements -- December 31, 1997
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 (incorporated
by reference to Exhibit 10.1 to the
Company's Form 10-K for the year
ended December 31, 1995, File
No. 0-15981)
10.2 Amendment dated February 24, 1997
to Credit Agreement dated February
12, 1996 among Hilb, Rogal and
Hamilton Company, Certain Banks
and Crestar Bank as Agent of the
Bank (incorporated by reference to
Exhibit 10.2 to the Company's Form
10-K for the year ended December
31, 1996, File No. 0-15981)
10.3 Incentive Stock Option Plan, as
amended (incorporated by reference
to Exhibit 28.27 of the Form S-3)
10.4 Consulting Agreement with Robert H.
Hilb (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q
for the quarter ended June 30, 1997,
File No. 0-15981)
(3) Exhibits - Index (Continued)
Exhibit No. Document
10.5 Employment Agreement of Andrew L. Rogal
(incorporated by reference to Exhibit 10.2 to
the Company's Form 10-Q for the quarter
ended June 30, 1997, File No. 0-15981)
10.6 Employment Agreement of Dianne F. Fox
and amendments thereto and Severance and
Release Agreement
10.7 Hilb, Rogal and Hamilton
Company 1989 Stock Plan, as amended
10.8 Supplemental Executive Retire-
ment Plan, as amended and restated
10.9 Hilb, Rogal and Hamilton Company
Outside Directors Deferral Plan, as
amended and restated
13 1997 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 1997.
(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 report 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, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997 (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 state
ments. 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, 1997 and 1996, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December
31, 1997, 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 11, 1998
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, 1997:
Allowance for doubt-
ful accounts....... $2,445,000 $ 384,000 $ 66,000 $ 596,000 $2,299,000
Year ended
December 31, 1996:
Allowance for doubt-
ful accounts....... 1,772,000 1,276,000 100,000 703,000 2,445,000
Year ended
December 31, 1995:
Allowance for doubt-
ful accounts....... 2,348,000 1,500,000 121,000 2,197,000 1,772,000
______________________
* 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/ Andrew L. Rogal
Andrew L. Rogal, President
and Chief Executive Officer
Date March 26, 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 in the capacities and on the dates indicated.
Signature Title
Date
/s/ Andrew L. Rogal President and Chief Executive March 26, 1998
Andrew L. Rogal Officer(principal
executive officer)
/s/ Carolyn Jones Senior Vice President, Chief March 26, 1998
Carolyn Jones Financial Officer and Treasurer
(principal financial officer)
/s/ Robert W. Blanton, Jr. Assistant Vice President and March 26, 1998
Robert W. Blanton, Jr. Controller
(principal accounting officer)
/s/ Robert H. Hilb Chairman and Director March 26, 1998
Robert H. Hilb
Philip J. Faccenda Director
/s/ Robert S. Ukrop Director March 26, 1998
Robert S. Ukrop
/s/ Thomas H. O'Brien Director March 26, 1998
Thomas H. O'Brien
/s/ J.S.M. French Director March 26, 1998
J.S.M. French
/s/ Norwood H. Davis, Jr. Director March 26, 1998
Norwood H. Davis, Jr.
/s/ Theodore L. Chandler, Jr. Director March 26, 1998
Theodore L. Chandler, Jr.