As filed with the Securities and Exchange Commission on May 16, 2000.
Registration No. 333-______
__________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________________
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001
(Address of Principal Executive Offices) (Zip Code)
__________________________________
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
__________________________________
JOHN W. HOLLERAN
Senior Vice President, Human Resources, and General Counsel
Boise Cascade Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
__________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price(1) fee(1)
__________________________________________________________________________
Common Stock, 100,000 shares $32.875 $3,287,500 $867.90
$2.50 par value
Common Stock 100,000 shares N/A N/A N/A
Purchase Rights(2)
__________________________________________________________________________
(1) The shares of Common Stock being registered will be issued in
connection with the Director Stock Option Plan. The aggregate
offering price and registration fee have been calculated in
accordance with 17 C.F.R. 230.457(h) and in accordance with
Section 6(b) of the Securities Act of 1933. The average of the high
and low prices for the Common Stock reported in the consolidated
reporting system used for this purpose on May 9, 2000, was $32.875
per share.
(2) Rights are evidenced by certificates for shares of the Common Stock
and automatically trade with such Common Stock.
__________________________________________________________________________
BOISE CASCADE CORPORATION
Cross-reference sheet
Item in Page or Caption in Director Stock
Form S-8 Option Plan Registration Statement
1........ Inapplicable
2........ Inapplicable
3........ Incorporation of Documents by Reference
4........ Description of Securities
5........ Interests of Named Experts and Counsel
6........ Indemnification of Directors and Officers
7........ Inapplicable
8........ Exhibits
9........ Undertakings
Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" the information we
file with them. This means we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the year ended December 31, 1999;
2. Interim Report on Form 10-Q for the quarter ended March 31,
2000;
3. Definitive Proxy Statement dated March 22, 2000, used in
connection with the Annual Meeting of Shareholders held on
April 20, 2000;
4. Current Report on Form 8-K filed on April 20, 2000; and
5. The description of the company's common stock which appears on
pages 19 to 22 of its Registration Statement on Form 10 filed
with the Commission on April 5, 1965, and in the amendments
thereto on Form 8 dated May 24, 1965, and March 4, 1986.
You may request a copy of these filings, at no cost, by contacting us
at the following:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6390
e-mail: bcweb@bc.com
Description of Securities
This Registration Statement covers a maximum of 100,000 shares of the
company's common stock and common stock purchase rights related to those
shares.
Interests of Named Experts and Counsel
The audited financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto.
These financial statements are incorporated by reference in reliance upon
the authority of that firm as experts in accounting and auditing in giving
such reports.
The legality of the issuance of the common stock is being passed upon
for us by John W. Holleran, our Senior Vice President, Human Resources,
and General Counsel. As of December 31, 1999, Mr. Holleran was the
beneficial owner of 1,180 shares of our common stock and 960 shares of our
Convertible Preferred Stock, Series D, in the Employee Stock Option Plan.
Mr. Holleran holds options to purchase shares of our common stock under a
company stock option plan and holds stock units under the 1995 Executive
Officer Deferred Compensation Plan.
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware authorizes the
company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws
provide that we shall indemnify, to the extent permitted by Delaware law,
our directors, officers, and employees against liabilities (including
expenses, judgments, and settlements) incurred by them in connection with
any actual or threatened action, suit, or proceeding to which they are or
may become parties and which arises out of their status as directors,
officers, or employees. The company has agreements with each director to
indemnify him or her to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers pursuant
to the above provisions, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933. These provisions are,
therefore, unenforceable.
Our directors and officers are insured, under insurance policies
maintained by the company, against certain expenses incurred in the
defense of actions, suits, or proceedings and certain liabilities which
might be imposed as a result of such actions, suits, or proceedings, to
which they are parties by reason of being or having been directors or
officers.
Exhibits
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
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:
(i) Not applicable.
(ii) Not applicable.
(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.
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.
4. Not applicable.
5. 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
6. 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.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 28, 2000, incorporated by reference in Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1999, and to all
references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
May 16, 2000
Power of Attorney
Each person whose signature appears below appoints George J. Harad
and John W. Holleran, and each of them severally, acting alone and without
the other, his true and lawful attorney-in-fact with authority to execute
in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits and other documents, any
and all amendments (including post-effective amendments) to this
Registration Statement necessary or advisable to enable the company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the
same deems appropriate.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Boise, state of Idaho, on
May 16, 2000.
BOISE CASCADE CORPORATION
By /s/George J. Harad
George J. Harad
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 16, 2000.
Signature Title
/s/George J. Harad Chairman of the Board and
George J. Harad Chief Executive Officer
(Principal Executive Officer)
/s/Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
(Principal Financial Officer)
/s/Thomas E. Carlile Vice President and Controller
Thomas E. Carlile (Principal Accounting Officer)
Signature Title
A Majority of the Directors
/s/George J. Harad Director
George J. Harad
/s/Philip J. Carroll Director
Philip J. Carroll
/s/Rakesh Gangwal Director
Rakesh Gangwal
/s/Edward E. Hagenlocker Director
Edward E. Hagenlocker
/s/Robert K. Jaedicke Director
Robert K. Jaedicke
/s/Donald S. Macdonald Director
Donald S. Macdonald
/s/Gary G. Michael Director
Gary G. Michael
/s/A. William Reynolds Director
A. William Reynolds
/s/Francesca Ruiz de Luzuriaga Director
Francesca Ruiz de Luzuriaga
/s/Jane E. Shaw Director
Jane E. Shaw
/s/Frank A. Shrontz Director
Frank A. Shrontz
Director
Carolyn M. Ticknor
/s/Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
Dated: May 16, 2000
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
______________________
Number Description Page Number
4 Boise Cascade Corporation Director
Stock Option Plan, As Amended Through
December 9, 1999
5 Opinion of John W. Holleran, Senior Vice
President, Human Resources, and General
Counsel for the Company
23.1 Consent of Independent Public Accountants
(included in Registration Statement)
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on signature page)
Exhibit 4
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
(As Amended Through December 9, 1999)
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
1. Plan Administration and Eligibility.
1.1 Purpose. The purpose of the Boise Cascade Corporation (the
"Company") Director Stock Option Plan (the "Plan") is to encourage
ownership of the Company's common stock by its nonemployee directors.
1.2 Administration. The Executive Compensation Committee or
any successor to the Committee (the "Committee") shall have final
discretion, responsibility, and authority to administer and interpret the
Plan. This includes the discretion and authority to determine all
questions of fact, eligibility, or benefits relating to the Plan. The
Committee may also adopt any rules it deems necessary to administer the
Plan. The Committee's responsibilities for administration and
interpretation of the Plan shall be exercised by Company employees who have
been assigned those responsibilities by the Company's management. Any
Company employee exercising responsibilities relating to the Plan in
accordance with this section shall be deemed to have been delegated the
discretionary authority vested in the Committee with respect to those
responsibilities, unless limited in writing by the Committee. Any
Participant may appeal any action or decision of these employees to the
Company's General Counsel and may request that the Committee reconsider
decisions of the General Counsel. Any interpretation by the Committee
shall be final and binding on the Participants.
1.3 Participation in the Plan. Individuals who are directors
of the Company as of each January 1, and who are not employees of the
Company or any of its subsidiaries, are eligible to receive grants of
options in that calendar year in accordance with Section 3.1 of this Plan
("Eligible Directors").
2. Stock Subject to the Plan.
2.1 Number of Shares. The maximum number of shares of the
Company's $2.50 par value Common Stock ("Common Stock" or "Shares") which
may be issued pursuant to options granted under this Plan shall be 200,000
Shares, subject to adjustment as provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under this
Plan for any reason expires or is terminated without having been exercised
in full, the Shares allocable to the unexercised portion of the option
shall again become available for issuance under options granted pursuant to
this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously repurchased by or
on behalf of the Company.
3. Options.
3.1 Option Grant Dates. Options shall be granted automatically
to each Eligible Director on July 31 of each year (or, if July 31 is not a
business day, on the immediately preceding trading day) (the "Grant Date").
Any nonemployee director first elected as a director after January 1 but
prior to December 31 in any year shall be granted an option covering the
same number of shares as options granted to Eligible Directors on the Grant
Date for that calendar year. The Grant Date for an option granted to a
newly-elected director hereunder shall be the later of July 31 or the date
of such director's election to the Board, and the Option Price of such
option shall be determined as of such Grant Date.
3.2 Option Price. The purchase price per share for the Shares
covered by each option shall be the closing price for a share of Common
Stock as reported on the composite tape by the New York Stock Exchange, or
another generally accepted pricing standard chosen by the Company, on the
Grant Date (the "Option Price").
3.3 Number of Option Shares. The number of Shares subject to
options granted to each participating director on each Grant Date will be
2,000. The Board of Directors may increase or decrease this number, not
more frequently than once each year, by action taken at least 6 months
prior to the Grant Date for which such increase or decrease is effective.
3.4 Director Terminations. If a director participating in this
Plan retires, resigns, dies, or otherwise terminates his or her position on
the Company's Board of Directors, he or she shall not be eligible to
receive a grant of an option in any year following the year in which he or
she terminates.
3.5 Written Documentation. Each grant of an option under this
Plan shall be evidenced in writing, which shall comply with and be subject
to the terms and conditions contained in this Plan.
3.6 Nonstatutory Stock Options. Options granted under this
Plan shall not be entitled to special tax treatment under Section 422A of
the Internal Revenue Code of 1986.
3.7 Period of Option. Options may be exercised 12 months after
their Grant Date, provided, however, that options held by a director shall
be immediately exercisable upon the occurrence of any of the events
described in Section 3.11, recognizing that Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Act"), may limit a director's
ability to resell the Shares acquired upon the exercise until 6 months
after the Grant Date. No option shall be exercisable after the earlier to
occur of (a) 3 years from the date upon which the option holder terminates
his or her position as a director of the Company or (b) 10 years from the
option's Grant Date.
3.8 Exercise of Options. Options may be exercised only by
written notice to the secretary of the Company and payment of the exercise
price in (i) cash, (ii) Shares, (iii) a loan from the Company, or
(iv) delivery of an irrevocable written notice instructing the Company to
deliver the Shares being purchased to a broker selected by the Company,
subject to the broker's written guarantee to deliver cash to the Company,
in each case equal to the full consideration of the Option Price for the
Shares which are being exercised. Options may be exercised in whole or in
part.
3.9 Options Not Transferable. Each option granted under this
Plan shall not be transferable by the optionee other than by will or by the
laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974,
as amended, and the rules and regulations thereunder. No option granted
under this Plan, or any interest therein, may be otherwise transferred,
assigned, pledged, or hypothecated by the director to which the option was
granted during his or her lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment, or similar process.
Notwithstanding the foregoing, Options granted to or held
by any director may be transferred as a gift (but not sold for value) by
such director to any parent, grandparent, child, or grandchild of such
director, or to a trust established for the benefit of any such
individual(s). Options so transferred shall continue to be subject to all
terms and conditions described in the applicable Stock Option agreement,
and any such transfer by gift shall be subject to all applicable rules and
regulations of the Internal Revenue Service and Securities and Exchange
Commission.
3.10 Exercise by Representative Following Death of Director. A
director, by written notice to the Company, may designate one or more
persons (and from time to time change such designation), including his or
her legal representative, who, by reason of the director's death, shall
acquire the right to exercise all or a portion of an option granted under
this Plan. Any exercise by a representative shall be subject to the
provisions of this Plan.
3.11 Acceleration of Stock Options. Notwithstanding
Section 3.7, if, while unexercised options remain outstanding hereunder:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 20% or
more of either the then outstanding shares of common stock of the Company
or the combined voting power of the Company's then outstanding securities;
provided, however, if such Person acquires securities directly from the
Company, such securities shall not be included unless such Person acquires
additional securities which, when added to the securities acquired directly
from the Company, exceed 20% of the Company's then outstanding shares of
common stock or the combined voting power of the Company's then outstanding
securities, and provided further that any acquisition of securities by any
Person in connection with a transaction described in Subsection 3.11(c)(i)
shall not be deemed to be a change in control of the Company; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
2/3rds of the directors then still in office who either were directors on
the date hereof or whose appointment, election, or nomination for election
was previously so approved (the "Continuing Directors"); or
(c) The consummation of a merger or consolidation of the
Company (or any direct or indirect subsidiary of the Company) with any
other corporation other than (i) a merger or consolidation which would
result in both (a) continuing directors continuing to constitute at least
66 2/3% of the number of directors of the combined entity immediately
following consummation of such merger or consolidation and (b) the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or any
parent thereof) at least 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; provided, however, if such Person acquires
securities directly from the Company, such securities shall not be included
unless such Person acquires additional securities which, when added to the
securities acquired directly from the Company, exceed 20% of the Company's
then outstanding shares of common stock or the combined voting power of the
Company's then outstanding securities, and provided further that any
acquisition of securities by any Person in connection with a transaction
described in Subsection 3.11(c)(i) shall not be deemed to be a change in
control of the Company; or
(d) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or the consummation of
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 66 2/3% of the combined voting power of the voting
securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale;
then from and after the date on which any such event described in
paragraphs (a) through (d) above occurs (which shall constitute a "change
in control" of the Company), all options previously granted under this Plan
shall be immediately exercisable in full.
For purposes of this section, "Beneficial Owner" shall have
the meaning set forth in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock
of the Company.
4. General Provisions.
4.1 Effective Date of This Plan. This Plan shall be effective
December 16, 1994, subject to approval by the shareholders of the Company.
Options may be granted under this Plan only after shareholder approval of
this Plan.
4.2 Duration of This Plan. This Plan shall remain in effect
until all Shares subject to option grants have been purchased or all
unexercised options have expired. Notwithstanding the foregoing, no
options may be granted pursuant to this Plan on or after the
10th anniversary of this Plan's effective date.
4.3 Amendment of This Plan. The Board of Directors may suspend
or discontinue this Plan or revise or amend it in any respect, provided,
however, that without approval of a majority of the Company's shareholders
no revision or amendment shall (i) change the number of Shares subject to
this Plan (except as provided in Section 4.4), (ii) change the designation
of the class of directors eligible to participate in the Plan, (iii) change
the exercise price of the options, or (iv) materially increase the benefits
accruing to participants under or the cost of this Plan to the Company.
Moreover, in no event may Plan provisions be amended more than once every
6 months, other than to comport with changes in the Internal Revenue Code,
the Employee Retirement Income Security Act, or the rules and regulations
thereunder. No amendment, modification, or termination of this Plan shall
in any manner adversely affect the rights of any director holding options
granted under this Plan without his or her consent.
4.4 Changes in Shares. In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, or other change in the corporate structure or capitalization
affecting the Shares, appropriate adjustment shall be made in the number
(including the aggregate numbers specified in Section 2.1) and kind of
Shares or other securities which are or may become subject to options
granted under this Plan prior to and subsequent to the date of the change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither this
Plan, nor the granting of an option under this Plan, nor any other action
taken pursuant to this Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will
retain a director for any period of time, or at any particular rate of
compensation.
4.5.2 No Shareholders' Rights for Options. An optionee
shall have no rights as a shareholder with respect to the Shares covered by
his or her options until the date of the issuance to him or her of a stock
certificate therefor.
4.6 Assignments. The rights and benefits under this Plan may
not be assigned except as provided in Sections 3.9 and 3.10.
4.7 Notice. Any written notice to the Company required by any
of the provisions of this Plan shall be addressed to the secretary of the
Company and shall become effective when it is received.
4.8 Shareholder Approval and Registration Statement. This Plan
shall be approved by the Board of Directors and submitted to the Company's
shareholders for approval. Any options granted under this Plan prior to
effectiveness of a registration statement filed with the Securities and
Exchange Commission covering the Shares to be issued hereunder shall not be
exercisable until, and are expressly conditional upon, the effectiveness of
a registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made and
actions taken pursuant hereto shall be governed by and construed in
accordance with the laws of the state of Delaware.
1111 W. Jefferson Street John W. Holleran Exhibit 5
P.O. Box 50 Senior Vice President
Boise, Idaho 83728-0001 Human Resources and
208/384-7704 General Counsel
Fax: 208/384-4912
JWHOLLERAN@BC.COM
May 16, 2000
Securities and Exchange Commission
Attention: Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549
Subject: Common Stock Issuable Under the Boise Cascade Corporation
Director Stock Option Plan
Ladies and Gentlemen:
I am the Senior Vice President, Human Resources, and General Counsel of
Boise Cascade Corporation, a Delaware corporation. In that capacity, I
represent the company in connection with the preparation and filing with
the SEC of a Registration Statement on Form S-8 relating to the
registration of 100,000 shares of the company's common stock to be issued
under the Director Stock Option Plan (the "DSOP"). I reviewed originals
(or copies) of certified or otherwise satisfactorily identified documents,
corporate and other records, certificates, and papers as I deemed it
necessary to examine for the purpose of this opinion.
Based on the foregoing, it is my opinion that shares of common stock which
are issued upon the exercise of stock options under the DSOP will, when
sold, be validly issued, fully paid, and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the references to me therein under the
heading "Interests of Named Experts and Counsel." In giving this consent,
however, I do not admit that I am within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/J. W. Holleran
John W. Holleran
JWH:jas