1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MARCH 16, 1995 SECURITIES AND EXCHANGE COMMISSION FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dana Corporation ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia ---------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 34-4361040 ---------------------------------------------------------------- (I.R.S. Employer Identification No.) 4500 Dorr Street, Toledo, Ohio 43615, 419-535-4500 ---------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Martin J. Strobel, Secretary, Dana Corporation 4500 Dorr Street, Toledo, OH 43615, 419-535-4500 ---------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after April 17, 1995. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] CALCULATION OF REGISTRATION FEE
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. The Exhibit Index required by Item 601 of Regulation S-K is located at page 13 of the sequential numbering system.- -------------------------------------------------------------------------------------------------------- Proposed Proposed Title of each maximum maximum Amount of class of offering aggregate registration securities to Amount to be price per offering fee be registered registered unit price - -------------------------------------------------------------------------------------------------------- Common Stock (par value $1 2,356,283 per share) shares(1) $23.8125(2) $56,108,989(2) $19,348(2) - -------------------------------------------------------------------------------------------------------- (1) Also being registered are 2,356,283 Preferred Share Purchase Rights, which will be issued with the Common Stock. (2) Based upon a price of $23.8125 per share, the average of the high and low prices per share reported on the New York Stock Exchange Composite Transactions Index on March 10, 1995. 2 PROSPECTUS DANA CORPORATION 2,356,283 Shares Common Stock (Par Value $1 Per Share) This Prospectus has been prepared for use in connection with the proposed sales by the stockholders named herein (the "Selling Security Holders") of an aggregate of 2,356,283 shares of Common Stock of Dana Corporation (the "Company"). The Selling Security Holders expect to make offerings and/or sales from time to time either pursuant to this Registration Statement or pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Offerings and/or sales are expected to be made in brokerage transactions (executed on the New York or Pacific Stock Exchanges and reportable on the New York Stock Exchange Composite Transactions Index) or in special offerings or exchange distributions made through the facilities of a national securities exchange at market prices related to those then prevailing for shares of the Company's Common Stock. Selling brokers will be paid usual and customary commissions. The average of the high and low prices of the Company's Common Stock reported on the New York Stock Exchange Composite Transactions Index on March 10, 1995, was $23.8125 per share. ________________ 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 COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________ The date of this Prospectus is , 1995. 3 AVAILABLE INFORMATION The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, reports, proxy statements and other information concerning the Company can be inspected at The New York Stock Exchange, 20 Broad Street, New York, New York 10005; The Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104; and The International (London) Stock Exchange, London EC2N 1HP, on which the Company's Common Stock is listed. Copies of documents incorporated in this Prospectus by reference but not delivered herewith (other than exhibits to this Prospectus, unless specifically incorporated herein by reference) may be obtained without charge upon written or oral request from Martin J. Strobel, Secretary, P.O. Box 1000, Toledo, Ohio 43697 (telephone number: 419-535-4500). The Company has filed with the Commission a registration statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act. 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. For further information, reference is hereby made to the Registration Statement. No person has been authorized to give any information or to make any representation not contained in this Prospectus, in connection with the offers contained in this Prospectus. This Prospectus does not constitute an offering by any person in any state or jurisdiction in which such offering may not lawfully be made. 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 affairs of the Company since the respective dates as of which information is given herein. 2 4 THE COMPANY The Company's principal executive offices are at 4500 Dorr Street, Toledo, Ohio 43615 and its telephone number is 419-535-4500. Its mailing address is P.O. Box 1000, Toledo, Ohio 43697. USE OF PROCEEDS The Company will receive no part of the proceeds of the offerings and/or sales made by the Selling Security Holders. SELLING SECURITY HOLDERS The names, positions and material relationships within the past three years with the Company and its predecessors or affiliates, the number of shares of Common Stock of the Company owned prior to sale, and the number of shares of Common Stock to be offered by the Selling Security Holders are set forth below. None of the Selling Security Holders will own any Common Stock after the completion of the offering. Plumley Companies, Inc. was acquired by the Company on January 31, 1995, pursuant to an Agreement and Plan of Merger made as of that date (the "Merger Agreement") and is now a wholly-owned subsidiary of the Company. The Common Shares which are to be offered by the Selling Security Holders were issued to them pursuant to the Merger Agreement. The Merger Agreement provides that the acquisition is to be accounted for as a "pooling of interests" in accordance with Accounting Principles Board Opinion 16 and as provided in Accounting Series Releases Nos. 130 and 3
SHARES OF COMMON STOCK OWNED POSITIONS OR RELATION- PRIOR TO SALE NAME SHIP WITH THE COMPANY AND TO BE OFFERED ---- --------------------- ---------------------------- Harold J. Plumley Security Holder 1,291,616 Opal A. Plumley Security Holder 2,711 Michael A. Plumley Security Holder and Chairman and 280,382 Chief Executive Officer of Plumley Companies, Inc. Richard D. Plumley Security Holder 265,495 William D. Plumley Security Holder and Vice President 261,721 and Treasurer of Plumley Companies, Inc. Stephen R. Plumley Security Holder and Vice President of 254,358 Technology of Plumley Companies, Inc. 5 135, and that the Selling Security Holders are to hold the Common Shares which they received in the transaction until the Company publishes the financial results of the combined enterprise covering a period of at least 30 days. The Company expects to publish such results on or about April 17, 1995. The results of operations and financial condition of the pre-merger Plumley Companies, Inc. are not material to the Company's consolidated financial statements and, accordingly, the Company's financial statements are not expected to be restated for the pooling of interests. LEGAL MATTERS The validity of the shares of Common Stock being sold in the offerings will be passed upon for the Company by Hunton & Williams, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents are hereby incorporated into this Prospectus by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; and (2) The material under the captions "Description of Registrant's Securities to be Registered" in the Company's Application for Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 on Form 8-A, dated on or about July 12, 1946, as amended by the Company's Amendment to Application or Report on Form 8, dated August 8, 1991, and "Description of Capital Stock" in the Company's registration statement on Form S-3 filed on May 13, 1992. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date hereof to the termination of the offering of the securities covered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. 4 6 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The Company's only direct expenses in connection with the issuance and distribution of the securities to be registered hereunder are Commission filing fees of $19,348; listing fees for the New York, Pacific and International (London) Stock Exchanges estimated at approximately $28,200; legal expenses estimated at approximately $2,500; and accounting expenses estimated at approximately $1,000. No portion of such expenses will be borne by the Selling Security Holders. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Indemnification of the directors and officers of the Company, a Virginia corporation, is authorized under Article 10 of the Virginia Stock Corporation Act (Section 13.1-1 of the Code of Virginia, as amended). The SIXTH Article of the Company's Restated Articles of Incorporation, as amended, provides as follows: "SIXTH: "1. In this Article: 'applicant' means the person seeking indemnification pursuant to this Article. 'expenses' includes counsel fees. 'liability' means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. 'party' includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. 'proceeding' means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. "2. In any proceeding brought by a shareholder of the Corporation in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages in excess of $50,000.00 with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article, except for liability resulting from such person's having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law. "3. The Corporation shall indemnify any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of II-1 7 the Corporation, by reason of the fact that he is or was a director or officer of the Corporation against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. "4. The provisions of this Article shall be applicable to all proceedings commenced on or after the effective date hereof, arising from any act or omission, whether occurring before or after such effective date. The effective date of this Article shall be the date on which the State Corporation Commission of the Commonwealth of Virginia issues a Certificate of Amendment with respect hereto. No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneys' fees, incurred by any such director, officer, employee or agent in connection with such actions and determinations or proceedings of any kind arising therefrom. "5. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section 2 or 3 of this Article. "6. Any indemnification under Section 3 of this Article (unless ordered by a court) shall be made by the Corporation in accordance with the procedures set forth in Section 13.1-701 of the Virginia Stock Corporation Act as in effect from time to time, except that in the event there has been a change in the composition of a majority of the Board of Directors after the date of (i) the alleged act or omission or (ii) commencement of a continuing act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article shall be made exclusively by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel, the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. "7. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section 3 if the applicant furnishes the Corporation: (i) a written statement of his good faith belief that he has met the standard of conduct described in Section 3; and (ii) a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct. (b) The undertaking required by paragraph (ii) of subsection (a) of this section shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment. II-2 8 (c) Authorizations of payments under this section shall be made in accordance with the procedure specified in Section 6. "8. The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Corporation to indemnify, or to agree in advance to indemnify, by Bylaw provision or agreement any person who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 3. The provisions of Sections 4 through 7 of this Article shall be applicable to any indemnification provided hereafter pursuant to this Section 8. "9. Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); PROVIDED, HOWEVER, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia. "10. Each provision of this Article shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision." The Registrant carries a primary Directors and Officers Liability Insurance policy with the Federal Insurance Company, a member of the Chubb Group of Insurance Companies of Short Hills, New Jersey and Los Angeles, California, and an excess policy with X.L. Insurance Company, Ltd. of Hamilton, Bermuda. Collectively, these policies provide an annual liability limit of $50 million with no deductibles for direct payments to directors and officers, where applicable, and $5 million per loss for corporate reimbursement. The policies cover, among other persons, the elected directors and elected or appointed officers of the Registrant and its subsidiaries, either on a direct basis or to reimburse the Registrant or its subsidiaries for amounts they expend in indemnification of such individuals. The insurers will pay, subject to the deductible, 100% of all costs up to $50 million incurred as a result of any breach of duty, neglect, error, misstatement, misleading statement, omission or other wrongful act by covered persons. There is no coverage for acts of gross negligence or intentional misconduct (e.g., libel and slander), acts resulting in unlawful personal gain, sales in II-3 9 violation of Section 16(b) of the Exchange Act, dishonesty, acts resulting in unlawful environmental hazards, including nuclear accidents, and acts resulting in personal injury or death. ITEM 16. EXHIBITS. * 4-A Restated Articles of Incorporation (filed by reference to Exhibit 4 to Registrant's Form 8-A/A, Amendment No. 3, dated October 24, 1994) * 4-B Specimen Single Denomination Stock Certificate of Registrant (filed by reference to Exhibit 4-A to Registrant's Form S-3 filed on May l3, 1992) No class of long-term debt of the Registrant exceeds 10% of the Registrant's total assets. Registrant agrees to furnish copies of agreements defining the rights of debt holders to the Securities and Exchange Commission upon request. 5 Opinion of Hunton & Williams (page II-9) 23-A Consent of Price Waterhouse (page II-10) 23-B Consent of Hunton & Williams (included in Exhibit 5) 24 Power of Attorney (page II-11) *Incorporated by reference. ITEM 17. UNDERTAKINGS. 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 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. (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. 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 this 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. II-4 10 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. II-5 11 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on March 10, 1995. DANA CORPORATION (Registrant) By: Martin J. Strobel -------------------------------- Martin J. Strobel Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature and Title Date - ------------------- ---- Chief Executive Officer and Director: *Southwood J. Morcott March 10, 1995 - --------------------------- Southwood J. Morcott Chief Financial Officer: *James E. Ayers March 10, 1995 - --------------------------- James E. Ayers Chief Accounting Officer: Charles W. Hinde March 10, 1995 - --------------------------- Charles W. Hinde II-6 12 Signature and Title Date - ------------------- ---- Directors: *Benjamin F. Bailar March 10, 1995 - --------------------------- Benjamin F. Bailar *Edmund M. Carpenter March 10, 1995 - --------------------------- Edmund M. Carpenter *Eric Clark March 10, 1995 - --------------------------- Eric Clark *Roger T. Fridholm March 10, 1995 - --------------------------- Roger T. Fridholm *Glenn H. Hiner March 10, 1995 - --------------------------- Glenn H. Hiner *Marilyn R. Marks March 10, 1995 - --------------------------- Marilyn R. Marks *John D. Stevenson March 10, 1995 - --------------------------- John D. Stevenson *Theodore B. Sumner, Jr. March 10, 1995 - --------------------------- Theodore B. Sumner, Jr. *By Martin J. Strobel ----------------------- Martin J. Strobel Attorney-in-Fact II-7 13 EXHIBIT INDEX II-8
EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- *4-A Restated Articles of Incorporation (filed by reference to Exhibit 4 to Registrant's Form 8-A/A, Amendment No. 3, dated October 24, 1994) *4-B Specimen Single Denomination Stock Certificate of Registrant (filed by reference to Exhibit 4-A to Registrant's Form S-3 filed on May 13, 1992) No class of long-term debt of the Registrant exceeds 10% of the Registrant's total assets. Registrant agrees to furnish copies of agreements defining the rights of debt holders to the Securities and Exchange Commission upon request. 5 Opinion of Hunton & Williams II-9 23-A Consent of Price Waterhouse II-10 23-B Consent of Hunton & Williams (included in Exhibit 5) 24 Power of Attorney II-11 *Incorporated by reference
1 Exhibit 5 OPINION OF HUNTON & WILLIAMS Hunton & Williams Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219-4074 March 10, 1995 Dana Corporation P.O. Box 1000 Toledo, Ohio 43697 Gentlemen: We consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-3 (the Registration Statement) relating to 2,356,283 shares of Common Stock, $1 par value (the "Shares") of Dana Corporation (the "Company"). We have examined such certificates of the Company's officers and such evidence of corporate action as we consider relevant as the basis for this opinion, and are of the opinion that the issuance of the Shares has been duly and validly authorized by the Board of Directors of the Company, no other corporate action being necessary, and that when the Shares are issued in accordance with the acquisition agreement described in the Registration Statement, they will be legally issued, fully paid and nonassessable and no individual or personal liability for the obligations of the Company will attach to the ownership of the Shares. Very truly yours, HUNTON & WILLIAMS II-9
1 Exhibit 23-A CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 12, 1995, which appears on page 18 of the 1994 Annual Report to Shareholders of Dana Corporation, which is incorporated by reference in Dana Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 18 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Toledo, Ohio March 10, 1995 II-10
1 Exhibit 24 POWER OF ATTORNEY The undersigned directors and/or officers of DANA CORPORATION hereby constitute and appoint SOUTHWOOD J. MORCOTT, JAMES E. AYERS, CHARLES W. HINDE, SUE A. GRIFFIN and MARTIN J. STROBEL, and each of them, severally, their true and lawful attorneys-in-fact with full power for and on their behalf to execute a registration statement on Form S-3 for the resale of up to 2,600,000 Common Shares, $1 par value, of the Corporation which are to be issued to the stockholders of Plumley Companies Inc. ("Plumley") in connection with the Corporation's acquisition of all of the stock of Plumley, including any and all amendments or post-effective amendments thereto, in their names, places and stead in their capacity as directors and/or officers of the Corporation, and to file the same with the Securities and Exchange Commission on behalf of the Corporation under the Securities Act of 1933, as amended. This Power of Attorney automatically ends as to each appointee upon the termination of his or her service with the Corporation. IN WITNESS WHEREOF, the undersigned have executed this instrument the 12th day of December, 1994. B. F. Bailar J. D. Stevenson - ---------------------- -------------------------- B. F. Bailar J. D. Stevenson E. M. Carpenter T. B. Sumner, Jr. - ---------------------- -------------------------- E. M. Carpenter T. B. Sumner, Jr. E. Clark J. E. Ayers - ---------------------- -------------------------- E. Clark J. E. Ayers R. T. Fridholm C. W. Hinde - ---------------------- -------------------------- R. T. Fridholm C. W. Hinde G. H. Hiner S. A. Griffin - ---------------------- -------------------------- G. H. Hiner S. A. Griffin M. A. Marks M. J. Strobel - ---------------------- -------------------------- M. A. Marks M. J. Strobel S. J. Morcott - ---------------------- S. J. Morcott II-11