<PAGE>   1
                                                       Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          RACING CHAMPIONS CORPORATION
             (Exact name of registrant as specified in its charter)

                           Delaware                           36-4088307
                   -----------------------              -----------------------
                  (State of Incorporation)              I.R.S. Employer I.D. No.

            800 Roosevelt Road, Building C, Suite 320                 
                       Glen Ellyn, Illinois                       60137
            ------------------------------------------          --------
              (Address of Principal Executive Offices)          Zip Code)

                WHEELS SPORTS GROUP, INC. 1996 OMNIBUS STOCK PLAN
                -------------------------------------------------
                            (Full title of the plan)


                                 Robert E. Dods
                          Racing Champions Corporation
                               800 Roosevelt Road
                              Building C, Suite 320
                           Glen Ellyn, Illinois 60137
                     (Name and address of agent for service)

                                  630-790-3507
                                  ------------
                     (Telephone number, including area code
                              of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>               <C>              <C>
                                                     Proposed
                                                     Maximum           Proposed
                                                     Offering          Maximum          Amount Of
Title Of Securities          Amount To               Price Per         Aggregate        Registration
  To Be Registered         Be Registered             Share             Offering Price   Fee
-----------------------------------------------------------------------------------------------------     
Common Stock, $.01 par          400,000              $11.88(1)         $4,752,000          $1,402
value per share
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)      For the purpose of computing the registration fee, Racing Champions
         Corporation (the "Registrant") has used $11.88 as the average of the
         high and low prices of the Common Stock as reported on June 23, 1998 on
         the Nasdaq National Market for the offering price per share, in
         accordance with Rule 457(h).



<PAGE>   2



                      PART II - INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                           (a)      The Registrant's Annual Report on Form 10-K 
for the year ended December 31, 1997.

                           (b)      The Registrant's Quarterly Report on Form 
10-Q for the quarter ended March 31, 1998.

                           (c)      All other reports filed pursuant to 
sections  13(a) or 15(d) of the  Exchange  Act since the end of the 1997 fiscal
year which is reported in the Annual Report referred to in paragraph (a) above.
        
                           (d)      The description of the Registrant's Common 
Stock  contained in the  registration  statement filed pursuant to section 12 of
the Exchange Act and all amendments  thereto or reports filed for the purpose of
updating such description.

                           All reports and other documents subsequently filed by
the Registrant  pursuant to sections 13(a),  13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Set forth below is a description of certain provisions of the
Registrant's Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation"), the Registrant's Amended and Restated By-Laws (the
"By-Laws") and the Delaware General Corporation Law ("DGCL"). This description
is qualified in its entirety by reference to the Certificate of Incorporation,
the By-Laws and the DGCL.

         The Certificate of Incorporation provides that, to the full extent
provided by law, a director will not be personally liable to the Registrant or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director. The DGCL provides that a corporation may
limit or eliminate a director's personal liability for monetary damages to the
corporation or its stockholders, except for liability (i) for any breach of the
director's duty of loyalty to such corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of section 174 of the DGCL or (iv) with respect to any
transaction from which the director derived an improper personal benefit.

         Under the DGCL, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement

                                       2
<PAGE>   3

in connection  with  specified  actions,  suits or  proceedings,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation as a derivative action) if they acted in good faith and
in a  manner  they  reasonably  believed  to be in or not  opposed  to the  best
interest  of the  corporation  and,  with  respect  to any  criminal  action  or
proceeding,  had no reasonable cause to believe their conduct was unlawful. With
respect to actions by or in the right of the corporation as a derivative action,
section 145 of the DGCL  provides that a  corporation  may indemnify  directors,
officers and other  persons as described  above,  except if such person has been
adjudged to be liable to the corporation,  unless the court in which such action
or suit was brought  determines in view of all of the  circumstances of the case
that  such  person is fairly  and  reasonably  entitled  to  indemnify  for such
expenses as the court deems proper.

         The Certificate of Incorporation and Article V of the By-Laws provide
for the mandatory indemnification of directors, officers, employees or agents of
the Registrant to the full extent permitted by the DGCL. The By-Laws also
contain a nonexclusivity clause which provides in substance that the
indemnification rights under the By-Laws shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
agreement with the Registrant, any By-Law or otherwise.

         The DGCL permits and Article V of the By-Laws authorizes the Registrant
to purchase and maintain insurance on behalf of any director, officer, employee
or agent of the Registrant against any liability asserted against or incurred by
them in such capacity or arising out of their status as such whether or not the
Registrant would have the power to indemnify such director, officer, employee or
agent against such liability under the applicable provisions of the DGCL, the
Certificate of Incorporation or the By-Laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
<TABLE>
<S>               <C>
4.1               Amended and Restated Certificate of Incorporation.
4.2               Amended and Restated By-Laws.
5                 Opinion of Reinhart, Boerner, Van Deuren, Norris & 
                  Rieselbach, s.c. as to the legality of the stock being 
                  registered.
23.1              Consent of Arthur Andersen LLP.
23.2              Consent of Ernst & Young.
24                Power of Attorney.
</TABLE>

Item 9.  Undertakings.

                  1.       The undersigned Registrant hereby undertakes as 
follows:

                           (a)      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.

                           (b)      That, for purposes 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.

                           (c)      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.



                                       3

<PAGE>   4
                  2. 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 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.

                  3. 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       4
<PAGE>   5



                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Glen Ellyn, State of Illinois, on June 24, 1998.

                                        RACING CHAMPIONS CORPORATION

                                        BY  /s/ Robert E. Dods
                                          ------------------------------
                                            Robert E. Dods, President


                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby constitutes
and appoints Robert E. Dods and Curtis W. Stoelting, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

                  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.

<TABLE>
<CAPTION>
            Signature                             Title                               Date
            ---------                             -----                               ----
<S>                                 <C>                                           <C>
/s/ Robert E. Dods                  President and Director                        June 24, 1998
-------------------------------
Robert E. Dods

/s/ Boyd L. Meyer                   Executive Vice President and                  June 24, 1998
-------------------------------
Boyd L. Meyer                       Director

/s/ Peter  K.K. Chung               Director                                      June 24, 1998
-------------------------------
Peter K.K.Chung

/s/ Samuel B. Guren                 Director                                      June 24, 1998
-------------------------------
Samuel B. Guren

/s/ Avy H. Stein                    Director                                      June 24, 1998
-------------------------------
Avy H. Stein

/s/ Daniel M. Gill                  Director                                      June 24, 1998
-------------------------------
Daniel M. Gill

/s/ John S. Bakalar                 Director                                      June 24, 1998
-------------------------------
John S. Bakalar

/s/ John J. Vosicky                 Director                                      June 24, 1998
-------------------------------
John J. Vosicky

/s/ Randy C. Baker                  Director                                      June 24, 1998
-------------------------------
Randy C. Baker

/s/ Randy E. Duncan                 Director                                      June 24, 1998
-------------------------------
Randy E. Duncan

</TABLE>
                                       5


<PAGE>   6
<TABLE>
<S>                                 <C>                                           <C>
/s/ Victor H. Shaffer               Director                                      June 24, 1998
-------------------------------
Victor H. Shaffer

/s/ Curtis W. Stoelting             Executive Vice President -                    June 24, 1998
-------------------------------     Finance and Operations and
Curtis W. Stoelting                 Secretary (Principal Financial
                                    Officer and Principal Accounting
                                    Officer)
                                    

</TABLE>
                                       6
<PAGE>   7


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit No                                  Description                                 Page
----------                                  -----------                                 ----
<S>                                 <C>                                                   <C>

    4.1                             Amended and Restated Certificate                      *
                                      of Incorporation

    4.2                             Amended and Restated By-Laws                          **

    5                               Opinion of Reinhart, Boerner,
                                      Van Deuren, Norris & Rieselbach,
                                      s.c. as to the legality of the
                                    stock being registered
  
   23.1                             Consent of Arthur Anderson LLP

   23.2                             Consent of Ernst & Young

   24                               Power of Attorney                                    ***
</TABLE>

 *Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-22635).

**Incorporated by reference to the Registrant's Form S-1 Registration Statement 
(Registration Statement No. 333-22493).

***Incorporated by reference to the signature page of this Registration 
Statement.

                                       7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17900}]
{"company-data": {"conformed-name": "RACING CHAMPIONS CORP", "cik": "0001034239", "assigned-sic": "5090", "irs-number": "364088307", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58035", "film-number": "98657166"}, "business-address": {"street1": "800 ROOSEVELT ROAD BUILDING C SUITE 320", "city": "GLEN ELLYN", "state": "IL", "zip": "60137", "phone": "6307903507"}, "mail-address": {"street1": "800 ROOSEVELT RD BLDG C STE 320", "street2": "800 ROOSEVELT RD BLDG C STE 320", "city": "GLEN ELLYN", "state": "IL", "zip": "60137"}}
1
                                                       Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          RACING CHAMPIONS CORPORATION
             (Exact name of registrant as specified in its charter)

                           Delaware                           36-4088307
                   -----------------------              -----------------------
                  (State of Incorporation)              I.R.S. Employer I.D. No.

            800 Roosevelt Road, Building C, Suite 320                 
                       Glen Ellyn, Illinois                       60137
            ------------------------------------------          --------
              (Address of Principal Executive Offices)          Zip Code)

                WHEELS SPORTS GROUP, INC. 1996 OMNIBUS STOCK PLAN
                -------------------------------------------------
                            (Full title of the plan)

                                 Robert E. Dods
                          Racing Champions Corporation
                               800 Roosevelt Road
                              Building C, Suite 320
                           Glen Ellyn, Illinois 60137
                     (Name and address of agent for service)

                                  630-790-3507
                                  ------------
                     (Telephone number, including area code
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
Proposed
                                                     Maximum           Proposed
                                                     Offering          Maximum          Amount Of
Title Of Securities          Amount To               Price Per         Aggregate        Registration
  To Be Registered         Be Registered             Share             Offering Price   Fee
-----------------------------------------------------------------------------------------------------     
Common Stock, $.01 par          400,000              $11.88(1)         $4,752,000          $1,402
value per share
-----------------------------------------------------------------------------------------------------
(1)      For the purpose of computing the registration fee, Racing Champions
         Corporation (the "Registrant") has used $11.88 as the average of the
         high and low prices of the Common Stock as reported on June 23, 1998 on
         the Nasdaq National Market for the offering price per share, in
         accordance with Rule 457(h).
2

                      PART II - INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                           (a)      The Registrant's Annual Report on Form 10-K 
for the year ended December 31, 1997.

                           (b)      The Registrant's Quarterly Report on Form 
10-Q for the quarter ended March 31, 1998.

                           (c)      All other reports filed pursuant to 
sections  13(a) or 15(d) of the  Exchange  Act since the end of the 1997 fiscal
year which is reported in the Annual Report referred to in paragraph (a) above.
        
                           (d)      The description of the Registrant's Common 
Stock  contained in the  registration  statement filed pursuant to section 12 of
the Exchange Act and all amendments  thereto or reports filed for the purpose of
updating such description.

                           All reports and other documents subsequently filed by
the Registrant  pursuant to sections 13(a),  13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Set forth below is a description of certain provisions of the
Registrant's Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation"), the Registrant's Amended and Restated By-Laws (the
"By-Laws") and the Delaware General Corporation Law ("DGCL"). This description
is qualified in its entirety by reference to the Certificate of Incorporation,
the By-Laws and the DGCL.

         The Certificate of Incorporation provides that, to the full extent
provided by law, a director will not be personally liable to the Registrant or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director. The DGCL provides that a corporation may
limit or eliminate a director's personal liability for monetary damages to the
corporation or its stockholders, except for liability (i) for any breach of the
director's duty of loyalty to such corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of section 174 of the DGCL or (iv) with respect to any
transaction from which the director derived an improper personal benefit.

         Under the DGCL, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement

                                       2
3

in connection  with  specified  actions,  suits or  proceedings,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation as a derivative action) if they acted in good faith and
in a  manner  they  reasonably  believed  to be in or not  opposed  to the  best
interest  of the  corporation  and,  with  respect  to any  criminal  action  or
proceeding,  had no reasonable cause to believe their conduct was unlawful. With
respect to actions by or in the right of the corporation as a derivative action,
section 145 of the DGCL  provides that a  corporation  may indemnify  directors,
officers and other  persons as described  above,  except if such person has been
adjudged to be liable to the corporation,  unless the court in which such action
or suit was brought  determines in view of all of the  circumstances of the case
that  such  person is fairly  and  reasonably  entitled  to  indemnify  for such
expenses as the court deems proper.

         The Certificate of Incorporation and Article V of the By-Laws provide
for the mandatory indemnification of directors, officers, employees or agents of
the Registrant to the full extent permitted by the DGCL. The By-Laws also
contain a nonexclusivity clause which provides in substance that the
indemnification rights under the By-Laws shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
agreement with the Registrant, any By-Law or otherwise.

         The DGCL permits and Article V of the By-Laws authorizes the Registrant
to purchase and maintain insurance on behalf of any director, officer, employee
or agent of the Registrant against any liability asserted against or incurred by
them in such capacity or arising out of their status as such whether or not the
Registrant would have the power to indemnify such director, officer, employee or
agent against such liability under the applicable provisions of the DGCL, the
Certificate of Incorporation or the By-Laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
4.1               Amended and Restated Certificate of Incorporation.
4.2               Amended and Restated By-Laws.
5                 Opinion of Reinhart, Boerner, Van Deuren, Norris & 
                  Rieselbach, s.c. as to the legality of the stock being 
                  registered.
23.1              Consent of Arthur Andersen LLP.
23.2              Consent of Ernst & Young.
24                Power of Attorney.
Item 9.  Undertakings.

                  1.       The undersigned Registrant hereby undertakes as 
follows:

                           (a)      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.

                           (b)      That, for purposes 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.

                           (c)      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.

                                       3
4
                  2. 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 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.

                  3. 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       4
5

                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Glen Ellyn, State of Illinois, on June 24, 1998.

                                        RACING CHAMPIONS CORPORATION

                                        BY  /s/ Robert E. Dods
                                          ------------------------------
                                            Robert E. Dods, President

                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby constitutes
and appoints Robert E. Dods and Curtis W. Stoelting, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

                  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                             Title                               Date
            ---------                             -----                               ----
/s/ Robert E. Dods                  President and Director                        June 24, 1998
-------------------------------
Robert E. Dods

/s/ Boyd L. Meyer                   Executive Vice President and                  June 24, 1998
-------------------------------
Boyd L. Meyer                       Director

/s/ Peter  K.K. Chung               Director                                      June 24, 1998
-------------------------------
Peter K.K.Chung

/s/ Samuel B. Guren                 Director                                      June 24, 1998
-------------------------------
Samuel B. Guren

/s/ Avy H. Stein                    Director                                      June 24, 1998
-------------------------------
Avy H. Stein

/s/ Daniel M. Gill                  Director                                      June 24, 1998
-------------------------------
Daniel M. Gill

/s/ John S. Bakalar                 Director                                      June 24, 1998
-------------------------------
John S. Bakalar

/s/ John J. Vosicky                 Director                                      June 24, 1998
-------------------------------
John J. Vosicky

/s/ Randy C. Baker                  Director                                      June 24, 1998
-------------------------------
Randy C. Baker

/s/ Randy E. Duncan                 Director                                      June 24, 1998
-------------------------------
Randy E. Duncan
5
6
/s/ Victor H. Shaffer               Director                                      June 24, 1998
-------------------------------
Victor H. Shaffer

/s/ Curtis W. Stoelting             Executive Vice President -                    June 24, 1998
-------------------------------     Finance and Operations and
Curtis W. Stoelting                 Secretary (Principal Financial
                                    Officer and Principal Accounting
                                    Officer)
6
7

                                INDEX TO EXHIBITS
Exhibit No                                  Description                                 Page
----------                                  -----------                                 ----
4.1                             Amended and Restated Certificate                      *
                                      of Incorporation

    4.2                             Amended and Restated By-Laws                          **

    5                               Opinion of Reinhart, Boerner,
                                      Van Deuren, Norris & Rieselbach,
                                      s.c. as to the legality of the
                                    stock being registered
  
   23.1                             Consent of Arthur Anderson LLP

   23.2                             Consent of Ernst & Young

   24                               Power of Attorney                                    ***
*Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-22635).

**Incorporated by reference to the Registrant's Form S-1 Registration Statement 
(Registration Statement No. 333-22493).

***Incorporated by reference to the signature page of this Registration 
Statement.

                                       7