<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRW INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0575430
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE TRW EMPLOYEE STOCK OWNERSHIP
AND STOCK SAVINGS PLAN
(FULL TITLE OF THE PLAN)
MARTIN A. COYLE, Secretary of TRW Inc.
1900 Richmond Road, Cleveland, Ohio 44124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 291-7200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share(1) offering price registration fee
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<S> <C> <C> <C>
Common Stock, par value
$0.625 per share, of
TRW Inc. 1,230,195 (2) $57,500,000(3) $19,828
Participations in the Plan(4)
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<FN>
(1) Indeterminable since shares are not used for accounting under the Plan.
Contributions to the Plan are a percentage of the participant's
compensation and are accounted for in dollars. The dollars credited to a
participant's account will vary from time to time depending upon the
market value of securities held by the Plan and other factors.
(2) This figure (calculated on the basis of $67.0625 per share, the average of
the high and low prices of TRW Common included in the NYSE-Composite
Transactions report for March 21, 1995, as published in the Midwest
edition of The Wall Street Journal) represents the estimated maximum
number of currently outstanding shares of TRW Common which could be
purchased under the Plan with the estimated $82,500,000 maximum aggregate
employee contributions and employer contributions to the Plan for the
period from May 1, 1995 through April 30, 1996, inclusive.
(3) Estimated maximum aggregate employee contributions during the period from
May 1, 1995 through April 30, 1996, inclusive.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
participation interests to be offered or sold pursuant to the Plan
described herein.
</TABLE>
In accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus relating to this Registration Statement
on Form S-8 also relates to the securities covered by Registration Statement
No. 033-52859 of TRW Inc.
THIS IS PAGE ONE OF A TOTAL OF 14 PAGES. THE EXHIBIT INDEX IS ON
PAGE 6 OF THIS FILING.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) (i) the TRW Inc. ("TRW") Annual Report on Form 10-K for the
year ended December 31, 1994;
(ii) the financial statements required by Form 11-K for The
TRW Employee Stock Ownership and Stock Savings Plan (the
"Plan") for the year ended December 31, 1994, attached as
Exhibit 28(a) to the TRW Annual Report on Form 10-K for the
year ended December 31, 1994;
(b) (i) the description of TRW capital stock contained in Exhibit
4(a) to TRW's Annual Report on Form 10-K for the year ended
December 31, 1988; and
(ii) the Rights Agreement between TRW and Bankers Trust
Company filed as Exhibit 2 to TRW's Form 8-A Registration
Statement dated December 21, 1988. (National City Bank,
Cleveland, Ohio, serves as successor Rights Agent pursuant to
the terms of the Rights Agreement.)
Until TRW files a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold, or
deregistering all such securities which remain unsold, all documents
subsequently filed by TRW or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act shall be deemed to be incorporated by reference in
this Registration Statement 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.
The legality of the purchase of shares of TRW Common Stock, par value
$0.625 per share, under the Plan and the purchase of participation interests in
the Plan have been passed upon by Martin A. Coyle, Esq., 1900 Richmond Road,
Cleveland, Ohio 44124. Mr. Coyle, Executive Vice President, General Counsel
and Secretary of TRW, is a shareholder of TRW and a participant in the Plan.
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code and TRW's Regulations provide for
indemnification of TRW's Directors and officers in a variety of circumstances,
which may include liabilities under the Securities Act of 1933. TRW maintains
insurance indemnifying Directors and officers in certain cases and with certain
deductible limits. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Directors and officers, TRW has
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 and is, therefore, unenforceable.
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<PAGE> 3
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The "Exhibit Index" on page 6 is hereby incorporated by reference.
The undersigned registrant hereby undertakes that it will submit or
has submitted the Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
A. Undertaking Pursuant to Rule 415.
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) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(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;
Provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
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.
B. Undertaking Regarding Documents Subsequently Filed Under the Exchange
Act.
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.
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<PAGE> 4
C. Undertaking Regarding Indemnification.
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.
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<PAGE> 5
SIGNATURES
THE REGISTRANT. 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 Lyndhurst, State of Ohio, on the 27th
day of March, 1995.
TRW INC.
By /s/ Martin A. Coyle
--------------------------------------
Martin A. Coyle,
Executive 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 DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
J. T. GORMAN* Chairman of the Board, Director March 27, 1995
and Chief Executive Officer
P. S. HELLMAN* President, Director and Chief March 27, 1995
Operating Officer
R. D. SUGAR* Executive Vice President and Chief Financial Officer March 27, 1995
C. G. MILLER* Vice President and Controller March 27, 1995
M. H. ARMACOST* Director March 27, 1995
C. T. DUNCAN* Director March 27, 1995
M. FELDSTEIN* Director March 27, 1995
R. M. GATES* Director March 27, 1995
C. H. HAHN* Director March 27, 1995
G. H. HEILMEIER* Director March 27, 1995
K. N. HORN* Director March 27, 1995
E. B. JONES* Director March 27, 1995
W. S. KISER* Director March 27, 1995
J. T. LYNN* Director March 27, 1995
R. W. POGUE* Director March 27, 1995
</TABLE>
MARTIN A. COYLE, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of each of the above-named
officers and Directors of TRW Inc., pursuant to a power of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission.
March 27, 1995
* By /s/ Martin A. Coyle
----------------------------------------
Martin A. Coyle, Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Board of Administration of the Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on the 27th day of March,
1995.
THE TRW EMPLOYEE STOCK OWNERSHIP
AND STOCK SAVINGS PLAN
By /s/ Martin A. Coyle
---------------------------------
Martin A. Coyle, Attorney-in-fact
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Page No.
- ----------- ------------------- --------
<S> <C> <C>
5 Legal Opinion of Martin A. Coyle, General Counsel
of TRW Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
23 Consent of Ernst & Young LLP . . . . . . . . . . . . . . . . . . . . . . . . . 9
-- The Consent of Martin A. Coyle is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
24(a) Power of Attorney of the Board of Administration of
The TRW Employee Stock Ownership and Stock
Savings Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
24(b) Power of Attorney of the Directors and certain
officers of TRW Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
24(c) Certified Resolutions of the Directors of TRW Inc. . . . . . . . . . . . . . . 12
</TABLE>
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<PAGE> 1
[TRW Letterhead] Exhibit 5
March 27, 1995
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
and
Board of Administration
The TRW Employee Stock Ownership
and Stock Savings Plan
1900 Richmond Road
Cleveland, Ohio 44124
Re: The TRW Employee Stock Ownership
and Stock Savings Plan
Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") to effect the registration under the Securities Act of 1933, as
amended, of shares of common stock of TRW ("Shares") and related participation
interests to be offered under The TRW Employee Stock Ownership and Stock
Savings Plan ("Plan").
I am familiar with the Plan, as amended to date; the trust agreement between
TRW and Bankers Trust Company, as amended to date (the "Trust Agreement"); the
proceedings taken by TRW and certain of its subsidiaries in connection with the
adoption of the Plan; the proposed issuance and sale of participation interests
in the Plan; and the proposed offering of Shares under the Plan. I am also
familiar with TRW's Amended Articles of Incorporation and Regulations, in each
case as amended to date, and I have examined, or caused to be examined, such
other records, documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
<PAGE> 2
TRW Inc.
Board of Administration
March 27,1995
Page 2
Based on the foregoing, I am of the opinion that the Shares will, when acquired
by the participants pursuant to the terms of the Plan, be validly issued, fully
paid and nonassessable. I am further of the opinion that the participation
interests in the Plan, created in accordance with the Plan and Trust Agreement,
will, when acquired by the participants pursuant to the terms of the Plan, be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Registration Statement
and in the Plan documents prepared pursuant to the requirements of Part I of
Form S-8.
Sincerely,
/s/ Martin A. Coyle
Martin A. Coyle
General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our reports (a) dated January 23, 1995, with respect to
the consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) and (b) dated March 17, 1995 with respect to the financial
statements of The TRW Employee Stock Ownership and Stock Savings Plan included
in Exhibit 28(a) to the TRW Inc. Annual Report (Form 10-K), both for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
March 27, 1995
<PAGE> 1
Exhibit 24(a)
POWER OF ATTORNEY
Members of the Board of Administration of
The TRW Employee Stock Ownership and Stock Savings Plan
THE UNDERSIGNED members of the Board of Administration of The TRW
Employee Stock Ownership and Stock Savings Plan (the "Plan") hereby appoint M.
A. Coyle, C. T. Harvie, W.S. Page, III and J. L. Manning, Jr., and each of
them, as attorneys for the Plan and for the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
Plan and the undersigned, to prepare or cause to be prepared, to execute and
file from time to time with the Securities and Exchange Commission, Washington,
D.C. (the "Commission") (i) an annual report on Form 11-K for the fiscal year
ended December 31, 1994, or information in lieu thereof, and any transition
reports under the Securities Exchange Act of 1934 (the "Exchange Act"); (ii) a
registration statement or statements on Form S-8 or any other appropriate form
or forms pursuant to the Securities Act of 1933, as amended (the "Act"), for
the purpose of registering participations in the Plan, and, if appropriate,
shares of Common Stock of TRW Inc. to be acquired, issued, contributed or sold
in connection with the Plan; and (iii) any and all amendments, including post-
effective amendments, and exhibits to such annual report and registration
statements, and any and all applications or other documents to be filed with
the Commission or elsewhere pertaining to the securities to which such
registration statement(s) relate(s), with full power and authority to take or
cause to be taken all other actions which in the judgment of such person may be
necessary or appropriate to effect the filing of the annual report, or
information in lieu thereof, under the Exchange Act or the registration under
the Act of the participations in and, if appropriate, the shares of Common
Stock of TRW Inc. offered or to be offered pursuant to the Plan.
EXECUTED on the dates set forth below.
/s/ J. E. Durk /s/ J. E. Lanz, Jr.
----------------------------- --------------------------------
J. E. DURK J. E. LANZ, JR.
Member of the Board Member of the Board
of Administration of Administration
February 6, 1995 February 3, 1995
/s/ R. N. Olsen
-----------------------------
R. N. OLSEN
Member of the Board
of Administration
February 6, 1995
<PAGE> 1
Exhibit 24(b)
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M.
A. Coyle, C. T. Harvie, W. S. Page, III, J. Powers and J. L. Manning, Jr., and
each of them, as attorneys for the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned in
the capacity specified, to prepare or cause to be prepared, to execute and to
file with the Securities and Exchange Commission under the Securities Act of
1933, as amended (1) a Registration Statement or amendments to previously filed
Registration Statements with respect to participations in The TRW Employee
Stock Ownership and Stock Savings Plan and shares of TRW Common Stock offered
in connection therewith; (2) a Registration Statement or amendments to
previously filed Registration Statements with respect to participations in The
TRW Canada Stock Savings Plan and shares of TRW Common Stock offered in
connection therewith; (3) a Registration Statement or amendments to previously
filed Registration Statements relating to stock options, stock appreciation
rights, restricted stock, performance shares and other stock-based grants
granted or to be granted pursuant to the 1994 TRW Long-Term Incentive Plan, the
1989 TRW Long-Term Incentive Plan, stock options and stock appreciation rights
granted or to be granted pursuant to the 1984 Stock Option Plan and the 1979
Stock Option Plan, as amended, and stock options granted or to be granted
pursuant to the 1973 Stock Option Plan and the 1967 Stock Option Plan, each as
amended, and shares of TRW Common Stock offered in connection therewith; (4)
any and all amendments (including post-effective amendments), prospectuses and
exhibits to such Registration Statements; and (5) any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the securities to which any such Registration Statements relate,
with full power and authority to take or cause to be taken such other action
which in the judgment of such person may be necessary or appropriate to effect
the filing of such documents.
EXECUTED the dates set forth below.
<TABLE>
<S> <C> <C>
/s/ J. T. Gorman /s/ P. S. Hellman /s/ R. D. Sugar
- ---------------------------- ------------------------ ---------------------------
J. T. Gorman, P. S. Hellman, R. D. Sugar,
Chairman of the Board, President, Executive Vice President
Chief Executive Officer Chief Operating Officer and Chief Financial Officer
and Director and Director February 8, 1995
February 8, 1995 February 8, 1995
/s/ C. G. Miller /s/ M. H. Armacost /s/ C. T. Duncan
- ---------------------------- ------------------------ ---------------------------
C. G. Miller, Vice President M. H. Armacost, Director C. T. Duncan, Director
and Controller February 8, 1995 February 8, 1995
February 8, 1995
/s/ M. Feldstein /s/ C. H. Hahn /s/ G. H. Heilmeier
- ---------------------------- ------------------------ ---------------------------
M. Feldstein, Director C. H. Hahn, Director G. H. Heilmeier, Director
February 8, 1995 February 8, 1995 February 8, 1995
/s/ K. N. Horn /s/ E. B. Jones /s/ W. S. Kiser
- ---------------------------- ------------------------ ---------------------------
K. N. Horn, Director E. B. Jones, Director W. S. Kiser, Director
February 8 , 1995 February 8, 1995 February 8, 1995
/s/ J. T. Lynn /s/ R. W. Pogue /s/ R. M. Gates
- ---------------------------- ------------------------ ---------------------------
J. T. Lynn, Director R. W. Pogue, Director R. M. Gates, Director
February 8, 1995 February 8, 1995 February 8, 1995
</TABLE>
<PAGE> 1
Exhibit 24(c)
C E R T I F I C A T E
I, Jean M. Schmidt, do hereby certify that I am a duly
elected, qualified and acting Assistant Secretary of TRW Inc. ("TRW"), an Ohio
corporation; that attached hereto and marked as "Exhibit A" is a true and
correct copy of resolutions duly adopted by the Directors of TRW at a meeting
thereof duly called and held on February 8, 1995, at which meeting a quorum was
present and acting throughout; and that said resolutions have not been
modified, revoked or rescinded in any manner and are now in full force and
effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have
caused the seal of TRW to be affixed hereto at Lyndhurst, Ohio this 27th day of
March, 1995.
/s/ Jean M. Schmidt
--------------------------------
Assistant Secretary
<PAGE> 2
EXHIBIT A
RESOLVED that any officer or assistant officer of the Corporation is authorized
and empowered, for and on behalf of the Corporation, to prepare or cause to be
prepared, to execute and to file with the Securities and Exchange Commission,
Washington, D. C. (the "Commission"), (i) registration statements on Form S-8
or any other appropriate form or forms pursuant to the Securities Act of 1933,
as amended (the "Act"), for the purpose of registering participations in, and
the shares of Common Stock of the Corporation, or other securities of the
Corporation, to be acquired, issued, contributed or sold in connection with,
The TRW Employee Stock Ownership and Stock Savings Plan and The TRW Canada
Stock Savings Plan, and any and all amendments, including post-effective
amendments, and exhibits to such registration statements and to existing
registration statements relating to such Stock Savings Plans; (ii) registration
statements on Form S-8 or any other appropriate form or forms pursuant to the
Act, for the purpose of registering stock options and stock appreciation rights
granted or to be granted pursuant to the 1984, 1979, 1973 and 1967 Stock Option
Plans, and any and all amendments, including post-effective amendments, and
exhibits to such registration statements and to existing registration
statements relating to such Option Plans; and (iii) a registration statement on
Form S-8 or other applicable form or forms, pursuant to the Act, for the
purpose of registering the stock options, stock appreciation rights,
performance-based restricted stock, restricted stock, performance shares and
other stock-based grants granted or to be granted and the shares of Common
Stock of the Corporation, or other securities of the Corporation, to be issued
pursuant to the terms of the 1994 TRW Long- Term Incentive Plan (the "1994
Plan") and the 1989 TRW Long-Term Incentive Plan (the "1989 Plan"), and any and
all amendments, including post-effective amendments, and exhibits to such
registration statements and to existing registration statements relating to the
1994 Plan and the 1989 Plan, and to take such other action as may be necessary
or appropriate to effect registration under the Act of the participations in
all such plans and the shares of Common Stock of the Corporation, or other
securities of the Corporation, offered or to be offered pursuant to all such
plans, including the execution of a power of attorney evidencing the authority
set forth herein;
FURTHER RESOLVED that Walter S. Page, III and J. Lawrence Manning, Jr. and each
of them is appointed an attorney for the Corporation, with full power of
substitution and resubstitution, to execute and file, for and on behalf of the
Corporation, such proposed registration statements and any and all such
amendments, including post-effective amendments, and exhibits thereto, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to such registrations or amendments, with full power and
authority to take or cause to be taken all other actions which in the judgment
of such person may be necessary or appropriate to effect the purposes of the
foregoing resolution;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to take any and
<PAGE> 3
all action which he or she deems necessary or appropriate in order to effect
the registration or qualification of participations in, and the shares of
Common Stock of the Corporation, or other securities of the Corporation, to be
acquired, issued, contributed or sold in connection with, (i) The TRW Employee
Stock Ownership and Stock Savings Plan and The TRW Canada Stock Savings Plan,
(ii) the 1984, 1979, 1973 or 1967 Stock Option Plans or (iii) the 1994 Plan or
1989 Plan (the "Securities") for offer and sale under the securities or Blue
Sky laws of any of the states of the United States of America or of any other
jurisdiction, and, in connection therewith, to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, issuer's covenants,
resolutions and other papers and instruments as may be required under such
laws, and to take any and all further action which he or she may deem necessary
or appropriate in order to maintain any such registration or qualification for
as long as he or she deems it to be in the best interest of the Corporation;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to take any and
all action, including the filing of consents to service of process, which he or
she may deem necessary or appropriate in order to register the Corporation as a
dealer or broker in any state of the United States of America or of any other
jurisdiction wherein such registration may be required under the securities
laws thereof in connection with the sale, registration or qualification of the
Securities and to appoint the appropriate official agent of the Corporation for
the purpose of receiving and accepting process;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to execute,
certify, deliver, file and record all agreements, documents and instruments and
to take or cause to be taken any other actions which such person shall deem
necessary or appropriate to give effect to the transactions approved and
authorized pursuant to the foregoing resolutions; and
FURTHER RESOLVED that if, in connection with the preparation, execution and
delivery of the registration statements and related documents approved and
authorized pursuant to the foregoing resolutions, any particular form of
resolution or resolutions is required by the Commission or other agency to
effect filing hereunder, such resolution or resolutions shall be deemed adopted
hereby when certified by the Secretary (or any Assistant Secretary) of the
Corporation; provided, however, that such resolutions do not exceed or
contradict the authorities granted pursuant to the foregoing resolutions.
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