<PAGE>
As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
E*TRADE GROUP, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 94-2844166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_______________
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_______________
Christos M. Cotsakos
Chairman and Chief Executive Officer
E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
_______________
Copy to:
Curtis L. Mo, Esq.
Jonathan P. Shanberge, Esq.
Brobeck, Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
(650) 424-0160
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_______________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of Each Class of Amount to Be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered Price Per Share(1) Aggregate Offering Price(1) Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share 10,034,416 $15.82 $158,744,461.10 $41,908.54
===============================================================================================================================
</TABLE>
(1) The price of $15.82 was the average of the high and low prices of the Common
Stock on the Nasdaq National Market System on July 11, 2000, is set forth
solely for the purpose of computing the registration fee pursuant to Rule
457(c).
_______________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information contained in this prospectus is not complete and may be +
+ changed. These securities may not be sold until the registration statement +
+ filed with the Securities and Exchange Commission is effective. This +
+ prospectus is not an offer to sell nor does it seek an offer to buy these +
+ securities in any jurisdiction where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 18, 2000
PRELIMINARY PROSPECTUS
10,034,416 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to up to 10,034,416 Shares of our Common Stock, par
value $0.01 per share, to be delivered in connection with the exchangeable
shares (the "Exchangeable Shares") of our subsidiary EGI Canada Corporation
("ECC"), a corporation incorporated under the Business Corporations Act
(Ontario), which Exchangeable Shares are to be issued in connection with the
acquisition of VERSUS Technologies Inc. ("Versus"). Pursuant to the terms of
the Exchangeable Shares, the redemption price of such shares is to be
satisfied by the delivery of shares of our Common Stock.
The outstanding shares of our Common Stock are, and the shares offered
hereby will be, listed and traded on the Nasdaq National Market under the symbol
"EGRP." On July 11, 2000, the average of the high and low price for our Common
Stock was $15.82.
_______________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
_______________________________
================================================================================
The date of this Prospectus is ____ ___, 2000
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by E*TRADE
Group, Inc. (the "Company") or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such offer or
solicitation may not lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Common Stock of the Company is quoted on the
Nasdaq National Market, and such material may also be inspected at the offices
of Nasdaq Operations, 1735 K Street N.W. Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits thereto, referred to
as the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information regarding the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed therewith. The Registration Statement, including the exhibits
and schedules thereto, may be inspected at the public reference facilities
maintained by the Commission at Room 450 Fifth Street, N.W., Washington, D.C.
20549 and copies of all or any part thereof may be obtained from such office
upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11921)
pursuant to the Exchange Act are incorporated herein by reference:
1. E*TRADE Group, Inc.'s Annual Report on Form 10-K for the year
ended September 30, 1999, filed on October 22, 1999, as amended by the
Company's Annual Report on Form 10-K/A, filed on April 17, 2000;
2. E*TRADE Group, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999, filed on February 14, 2000, as amended by the
Company's Quarterly Report on Form 10-Q/A, filed on April 17, 2000;
3. E*TRADE Group, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, filed on May 15, 2000;
4. Definitive Proxy Statement, dated December 21, 1999, filed on
November 29, 1999, as amended by the Company's Definitive Proxy Statement,
filed on December 1, 1999, in connection with E*TRADE Group, Inc.'s 1999 Annual
Meeting of Stockholders;
<PAGE>
5. The description of E*TRADE Group, Inc.'s Common Stock, $0.01 par
value per share, and associated rights, contained in its registration
statement on Form 8-A, filed on July 12, 1996, including any amendment or
report filed for the purpose of updating such description;
6. E*TRADE Group, Inc.'s Current Reports on Form 8-K filed on
January 27, 2000, April 17, 2000, and June 20, 2000; and
7. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge
to each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to E*TRADE Group, Inc., Investor Relations, 4500
Bohannon Drive, Menlo Park, California 94025. The Company's telephone number is
(650) 331-6000.
<PAGE>
THE COMPANY
The Company, through its wholly-owned subsidiaries, E*TRADE
Securities, Inc., TIR (Holdings) Limited and E*TRADE Bank, is a leading
provider of online financial services and has established a popular, branded
destination Web site for self-directed investors. The Company offers automated
order placement and execution, along with a suite of products and services
that can be personalized, including portfolio tracking, Java-based charting
and quote applications, real-time market commentary and analysis, news,
professional research reports and other information services. The Company's
products have grown to include IPO shares, mutual funds, bond trading, tax
advice and banking. The Company provides its services 24 hours a day, seven
days a week by means of the Internet, touch-tone telephone (including
interactive voice recognition) and direct modem access. The Company's
proprietary transaction-enabling technology supports highly automated, easy-to-
use and cost-effective services that empower its customers to take greater
control of their investment decisions and financial transactions. Further, the
Company believes that its technology can be adapted to provide transaction-
enabling services related to other aspects of electronic commerce.
The principal executive offices of the Company are located at 4500
Bohannon Drive, Menlo Park, California 94025. The Company's telephone number is
(650) 331-6000.
USE OF PROCEEDS
Because our Common Stock will be issued upon exchange of the
Exchangeable Shares, the Company and its consolidated subsidiaries will
receive no net cash proceeds upon such issuance.
THE EXCHANGEABLE SHARES
The rights of holders of the Exchangeable Shares, including exchange
rights, will be substantially as set forth in the terms of the Voting and
Exchange Trust Agreement and the Plan of Arrangement involving Versus and the
Company ("Plan of Arrangement"), which will be filed with the Ontario Court of
Justice pursuant to the Canada Business Corporations Act, R.S.C. 1985, c. C-
44, s192 in July, 2000.
PLAN OF DISTRIBUTION
Our Common Stock covered hereby will be issued in exchange for
Exchangeable Shares, and no broker, dealer or underwriter has been engaged in
connection therewith.
RESALES
If set forth in an applicable Prospectus Supplement, this Prospectus
may be used in connection with resales or redistributions of our Common Stock by
a selling stockholder. The selling stockholder may be a person or persons deemed
"affiliates" (each such person, or such persons, pledgees, transferees or other
successors in interest, a "Selling Stockholder") of Versus under the Securities
Act of 1933, as amended (the "Securities Act") who acquired our Common Stock
from the Company or an affiliate of the Company. Such a resale or redistribution
may be effected directly or indirectly through brokers or dealers or in a
distribution by one or more underwriters on a firm commitment or best efforts
basis, on the Nasdaq National Market on which shares of our Common Stock are
listed or traded, in privately negotiated transactions or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Such a resale or redistribution also may
be effected through a block trade (which may involve cross trades) in which the
broker or dealer engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account; exchange distributions and/or secondary
distributions in accordance with the rules of the Nasdaq National Market;
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; an offering at other than a fixed price on or through the facilities
of the Nasdaq National Market or to or through a market maker otherwise than on
the Nasdaq National Market; pledges to lenders as collateral to secure loans,
credit or other financing arrangements and any subsequent foreclosure
thereunder; and any other legally available means. In connection with resales or
redistributions of our Common Stock or otherwise, a Selling Shareholder may
enter into hedging transactions with brokers, dealers or other financial
institutions. In connection with such transactions, brokers, dealers or other
financial institutions may engage in short sales of our Common Stock in the
course of hedging the positions they assume with the Selling Shareholder. A
Selling Shareholder may also sell our
<PAGE>
Common Stock short and redeliver shares to close out such short positions. A
Selling Shareholder may also enter into option or other transactions with
brokers, dealers or other financial institutions which require the delivery to
such broker, dealer or other financial institution of our Common Stock covered
hereby which our Common Stock may be resold by such broker, dealer or other
financial institution pursuant to this Prospectus. In effecting sales, brokers
or dealers engaged by a Selling Stockholder may arrange for other brokers or
dealers to participate. Any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed from time to
time. The broker-dealers participating in such a resale or redistribution may be
deemed "underwriters" within the meaning of the Securities Act, and any profit
on the sale of the shares of our Common Stock and any commissions received by
any such broker-dealers may be regarded as underwriting commissions under the
Securities Act. The shares of our Common Stock may be sold from time to time at
varying prices determined at the time of sale or at negotiated prices.
The Company will pay all expenses in connection with the registration
of our Common Stock. The Selling Stockholder will pay any brokerage or
underwriting commissions and taxes of any kind (including, without limitation,
transfer taxes).
In connection with resales and redistributions, the following
information will, to the extent then required, be provided in the applicable
Prospectus Supplement: the number of shares to be sold, the purchase price, the
public offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to underwriters, agents or broker-dealers with respect
to the particular sale or distribution.
<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The annual consolidated financial statements of E*TRADE Group, Inc.
and its subsidiaries, incorporated in this Prospectus by reference from E*TRADE
Group, Inc.'s Annual Report on Form 10-K/A for the year ended September 30,
1999, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to the acquisition of Telebanc which
was accounted for as a pooling of interests), which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm, given upon their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee.
SEC Registration Fee $ 41,909
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 10,000
Printing Fees 15,000
Transfer Agent Fees 20,000
Miscellaneous 30,091
--------
Total $132,000
========
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful on the merits or otherwise in
the defense of any such action, suit or proceeding referred to in subsections
(a) and (b) of Section 145 or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that the
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights which the indemnified party may be entitled; that indemnification
provided by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of the director (i) for any breach of
the director's duty of loyalty to the 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) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eleventh of the registrant's Charter provides that, to the fullest
extent permitted by the DGCL as the same exists or as it may hereafter be
amended, no director of the registrant shall be personally liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.
Article Tenth of the registrant's Certificate of Incorporation, as
amended, provides that, to the fullest extent permitted by the DGCL, as the same
exists or as it may hereafter be amended, no director of the registrant shall be
personally liable to the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.
Article 5 of the registrant's Bylaws further provides that the
registrant shall, to the maximum extent and in the manner permitted by the DGCL,
indemnify each of its directors and officers against expenses (including
attorneys' fees), judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding, arising by reason of the
fact that such person is or was an agent of the registrant.
The registrant has entered into indemnification agreements with each
of its directors and executive officers.
The registrant maintains officers' and directors' liability insurance.
Item 16. Exhibits
2.1 Merger Agreement
4.1 Provisions Attaching to the Exchangeable Shares of EGI Canada Corporation
4.2 Certificate of Designation for EGI Special Voting Share (to be filed in
an amendment)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto)
24.1 Power of Attorney (included on page 10 of this Registration Statement)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by section 10(a)(3) of the Securities Act; (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; and (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, 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; and
(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.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Menlo Park, State of California on
this 18th day of July 2000.
E*TRADE GROUP, INC.
By: /s/ Christos M. Cotsakos
------------------------
Christos M. Cotsakos
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of E*TRADE Group, Inc., a
Delaware corporation, do hereby constitute and appoint Brigitte VanBaelen,
Theodore J. Theophilos and Leonard C. Purkis, and each one of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Christos M. Cotsakos Chairman of the Board and Chief July 18, 2000
------------------------ Executive Officer (Principal
Christos M. Cotsakos Executive Officer)
/s/ Leonard C. Purkis Chief Financial Officer (Principal July 18, 2000
------------------------ Financial and Accounting Officer)
Leonard C. Purkis
<PAGE>
________________________
William A. Porter Chairman Emeritus
/s/ Richard S. Braddock
________________________
Richard S. Braddock Director July 18, 2000
/s/ William E. Ford
________________________
William E. Ford Director July 18, 2000
/s/ George Hayter
________________________
George Hayter Director July 18, 2000
/s/ Lewis E. Randall
________________________
Lewis E. Randall Director July 18, 2000
/s/ Masayoshi Son
________________________
Masayoshi Son Director July 18, 2000
/s/ Lester C. Thurow
________________________
Lester C. Thurow Director July 18, 2000
/s/ Peter Chernin
________________________
Peter Chernin Director July 18, 2000
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Exhibit Title
-------------
2.1 Merger Agreement
4.1 Provisions Attaching to the Exchangeable Shares of EGI Canada
Corporation
4.2 Certificate of Designation for EGI Special Voting Share (to be filed in
an amendment)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto)
24.1 Power of Attorney (included on page 10 of this Registration Statement)
