<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ACORN PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3265462
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
390 Dublin Avenue
Columbus, Ohio 43215
(Address of Registrant's principal executive offices)
ACORN PRODUCTS, INC.
AMENDED AND RESTATED 1997 NON-EMPLOYEE
DIRECTOR STOCK INCENTIVE PLAN
(Full Title of the Plan)
John G. Jacob
Chief Financial Officer
Acorn Products, Inc.
390 Dublin Avenue
Columbus, Ohio 43215
(614) 222-4400
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share* Price* Registration Fee*
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value 175,000 $ 2.3125 $ 404,687.50 $ 112.50
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Acorn
Products, Inc. common stock as reported on the Nasdaq National Market on
November 10, 1999.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Acorn Products, Inc. common stock, $.001 par value, as may
be issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Acorn
Products, Inc. Amended and Restated 1997 Non-Employee Director Incentive
Option Plan, specified in Part I will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not filed as part of this
Registration Statement in accordance with the Note to Part I of the Form S-8
Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
We incorporate by reference into this Registration Statement the
contents of the Form S-8 Registration Statements previously filed with the
Securities and Exchange Commission by the Registrant on July 9, 1998,
Registration No. 333-58807.
II-1
<PAGE>
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 Columbus, State of Ohio, on
November 12, 1999.
ACORN PRODUCTS, INC.
By: /s/ John G. Jacob
----------------------------------
John G. Jacob, Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* A. Corydon Meyer President, Chief Executive November 12, 1999
- ------------------------------------ Officer, and Director
A. Corydon Meyer
/s/ John G. Jacob Vice President and Chief November 12, 1999
- ------------------------------------ Financial Officer
John G. Jacob
* William W. Abbott Chairman November 12, 1999
- ------------------------------------
William W. Abbott
* Matthew S. Barrett Director November 12, 1999
- ------------------------------------
Matthew S. Barrett
* Stephen A. Kaplan Director November 12, 1999
- ------------------------------------
Stephen A. Kaplan
* John I. Leahy Director November 12, 1999
- ------------------------------------
John I. Leahy
*By /s/ John G. Jacob
- ----------------------------------------------------
John G. Jacob, Attorney-in-fact for each of
the persons indicated
</TABLE>
II-2
<PAGE>
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
ACORN PRODUCTS, INC.
-------------------------
EXHIBITS
-------------------------
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
- --------- -------------------
<S> <C>
4(a) * Acorn Products, Inc. Amended and Restated 1997 Non-Employee Director Stock
Incentive Plan.
4(b) Amended and Restated Certificate of Incorporation of Acorn Products, Inc.
(Previously filed as Exhibit 3.1 to Registration Statement on Form S-1 (Registration No.
333-25325), and incorporated herein by reference).
4(c) Amended and Restated Bylaws of Acorn Products, Inc. (Previously filed as Exhibit 3.2 to
Registration Statement on Form S-1 (Registration No. 333-25325), and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith).
23(b) * Consent of Ernst & Young LLP.
24 * Powers of Attorney.
- --------------------------
</TABLE>
* Filed with this Registration Statement
II-4
<PAGE>
EXHIBIT 4(a)
ACORN PRODUCTS, INC.
AMENDED AND RESTATED
1997 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
1. ESTABLISHMENT AND PURPOSE OF THE PLAN. This 1997 Nonemployee
Director Stock Option Plan (the "Plan") is established by Acorn Products, Inc.,
a Delaware corporation (the "Company"), as of December 9, 1997, as may be
amended from time to time. The Plan is designed to enable the Company to attract
and retain persons to serve as nonemployee directors of the Company, UnionTools,
Inc., a Delaware corporation ("UnionTools"), or the Company's other direct and
indirect subsidiaries. The Plan provides for the grant of options ("Options")
that do not qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), for the grant of stock
appreciation rights ("Stock Appreciation Rights") and for the sale or grant of
restricted stock ("Restricted Stock").
2. STOCK SUBJECT TO THE PLAN. The maximum number of shares of stock
that may be subject to Options or Stock Appreciation Rights granted hereunder
and the number of shares of stock that may be sold as Restricted Stock
hereunder, shall not in the aggregate exceed 200,000 shares of common stock,
$0.001 par value (the "Shares," and individually, a "Share"), of the Company,
subject to adjustment under Section 11 hereof. Anything contained herein to the
contrary notwithstanding, the aggregate number of Shares with respect to which
Options or stock appreciation rights may be granted during any calendar year to
any individual shall be limited to 200,000. The Shares that may be subject to
Options granted under the Plan, and Restricted Stock sold or granted under the
Plan, may be authorized and unissued Shares or Shares reacquired by the Company
and held as treasury stock.
Shares that are subject to the unexercised portions of any Options that
expire, terminate or are canceled, and Shares that are not required to
satisfy the exercise of any Stock Appreciation Rights that expire, terminate
or are canceled, and Shares of Restricted Stock that are reacquired by the
Company pursuant to the restrictions thereon, may again become available for
the grant of Options or Stock Appreciation Rights and the sale or grant of
Restricted Stock under the Plan. If a Stock Appreciation Right is exercised,
any Option or portion thereof that is surrendered in connection with such
exercise shall terminate and the Shares theretofore subject to the Option or
portion thereof shall not be available for further use under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Management Development and Compensation Committee (the "Committee") consisting
of not less than two members appointed by the Board of Directors (the "Board")
of the Company. If no persons are designated by the Board to serve on the
Committee, the Plan shall be administered by the Board and all references herein
to the Committee shall refer to the Board. From time to time, the Board shall
have the discretion to add, remove or replace members of the Committee and shall
have the sole authority to fill vacancies on the Committee. All actions of the
Committee shall comply with the provisions of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Section 162(m) of the
Code.
All actions of the Committee shall be authorized by a majority vote
thereof at a duly called meeting. The Committee shall have the sole
authority, in its absolute discretion, to adopt, amend, and rescind such
rules and regulations as, in its opinion, may be advisable in the
administration of the Plan, to construe and interpret the Plan, the rules and
regulations, and the agreements and other instruments evidencing Options and
Stock Appreciation Rights granted and Restricted Stock sold or granted under
the Plan and to make all other determinations deemed necessary or advisable
for the administration of the Plan. All decisions, determinations, and
interpretations of the Committee shall be final and conclusive upon the
Eligible Directors, as hereinafter defined. Notwithstanding the foregoing,
any dispute arising under any Agreement (as defined below) shall be resolved
pursuant to the dispute resolution mechanism (if any) set forth in such
Agreement.
<PAGE>
Subject to the express provisions of the Plan, the Committee shall
determine the number of Shares subject to grants or sales and the terms
thereof, including the provisions relating to the exercisability of Options
and Stock Appreciation Rights, lapse and non-lapse restrictions upon the
Shares obtained or obtainable under the Plan and the termination and/or
forfeiture of Options and Stock Appreciation Rights and Restricted Stock
under the Plan. The terms upon which Options and Stock Appreciation Rights
are granted and Restricted Stock is sold or granted shall be evidenced by a
written agreement executed by the Company and the Participant (as defined
below) to whom such Options, Stock Acquisition Rights and Restricted Stock
are sold or granted (the "Agreement").
4. ELIGIBILITY. Persons who shall be eligible for grants of Options or
Stock Appreciation Rights or sales or grants of Restricted Stock hereunder
("Eligible Directors") shall be directors of the Company who are not
employees of the Company, UnionTools or the Company's other direct or
indirect subsidiaries ("Participant").
5. TERMS AND CONDITIONS OF OPTIONS. No Option shall be granted for a
term of more than ten years and thirty days. Options may, in the discretion
of the Committee, be granted with associated Stock Appreciation Rights or be
amended so as to provide for associated Stock Appreciation Rights. The
Agreement may contain such other terms, provisions and conditions as may be
determined by the Committee as long as such terms, conditions and provisions
are not inconsistent with the Plan.
6. EXERCISE PRICE OF OPTIONS. The exercise price per share for each
Option granted hereunder shall be set forth in the Agreement. Payment for Shares
purchased upon exercise of any Option granted hereunder shall be in cash at the
time of exercise, except that, if either the Agreement so provides or the
Committee so permits, and if the Company is not then prohibited from purchasing
or acquiring Shares, such payment may be made in whole or in part with Shares.
The Committee also may on an individual basis permit payment or agree to permit
payment by such other alternative means as may be lawful, including by delivery
of an executed exercise notice together with irrevocable instructions to a
broker promptly to deliver to the Company the amount of sale or loan proceeds
required to pay the exercise price.
7. DETERMINATION OF FAIR MARKET VALUE. The Fair Market Value of a Share
for the purposes of the Plan shall mean the average of the high and low sale
prices of a Share on the date such determination is required herein, or if there
were no sales on such date, the average of the closing bid and asked prices, as
reported on the principal United States securities exchange on which the Shares
are listed or, in the absence of such listing, on the Nasdaq National Market or,
if Shares are not at the time listed on a national securities exchange or traded
on the Nasdaq National Market, the value of a Share on such date as determined
in good faith by the Committee.
8. NON-TRANSFERABILITY. Except to the extent provided otherwise in the
Agreement, any Option granted under the Plan shall by its terms be
nontransferable by the Participant other than by will or the laws of descent
and distribution (in which case such descendant or beneficiary shall be
subject to all terms of the Plan applicable to Participants) and is
exercisable during the Participant's lifetime only by the Participant or by
the Participant's guardian or legal representative.
9. STOCK APPRECIATION RIGHTS. The Committee may, under such terms and
conditions as it deems appropriate, grant to any Eligible Director selected
by the Committee, Stock Appreciation Rights, which may or may not be
associated with Options. Upon exercise of a Stock Appreciation Right, the
Participant shall be entitled to receive payment of an amount equal to the
excess of the Fair Market Value of the underlying Shares on the date of
exercise over the exercise price of the Stock Appreciation Rights. Such
payment may be made in additional Shares valued at their Fair Market Value on
the date of exercise or in cash, or partly in Shares and partly in cash, as
the Committee may designate. The Committee may require that any Stock
Appreciation Right shall be subject to the condition that the Committee may
at any time, in its absolute discretion, not allow the exercise of such Stock
Appreciation Right. The Committee may further impose such conditions on the
exercise of Stock Appreciation Rights as may be necessary or desirable to
comply with Rule 16b-3 under the Exchange Act.
10. RESTRICTED STOCK. The Committee may sell or grant Restricted Stock
under the Plan (either independently or in connection with the exercise of
options or Stock Appreciation Rights under the Plan) to Eligible Directors
selected by the Committee. The Committee shall in each case determine the
number of Shares of
<PAGE>
Restricted Stock to be sold or granted, the price at which such Shares are to
be sold, if applicable, and the terms or duration of the restrictions to be
imposed upon those Shares.
11. ADJUSTMENTS. If at any time the class of Shares subject to the Plan
is changed into or exchanged for a different number or kind of shares or
securities, as the result of any one or more reorganizations,
recapitalizations, stock splits, reverse stock splits, stock dividends or
similar events, or in the event of a rights offering to purchase Shares at a
price substantially below Fair Market Value, an appropriate adjustment
consistent with such change, exchange or offering shall be made in the
number, exercise or sale price and/or type of shares or securities for which
Options or Stock Appreciation Rights may thereafter be granted and Restricted
Stock may thereafter be sold or granted under the Plan in such manner as the
Committee may deem equitable to prevent substantial dilution or enlargement
of the rights granted to, or available for, participants in the Plan. Any
such adjustment in outstanding Options or in outstanding rights to purchase
Restricted Stock shall be made without changing the aggregate exercise price
applicable to the unexercised portions of such Options or the aggregate
purchase price of such Restricted Stock, as the case may be.
12. CHANGE OF CONTROL. Notwithstanding any provision of this Plan to
the contrary, in the event of a Change of Control (as defined below), all
Options and Stock Appreciation Rights that have been granted by the Board as
of the date thereof shall vest and become exercisable, as the case may be,
immediately prior to the effective time of any Change of Control and all
conditions to exercise thereof shall be deemed to have been met.
For purposes of this Section 12, the following terms shall have the
following meanings:
"Affiliate" of any specified Person (as defined in Section 13(d) of the
Exchange Act) shall mean (i) any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person or (ii) any Person who is a director or officer (a) of
such Person, (b) of any subsidiary of such Person or (c) of any Person
described in clause (i) above. For purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meaning correlative to the foregoing.
"Change of Control" shall mean: (i) the acquisition by any Person (as
defined in Section 13(d) of the Exchange Act) other than TCW or Oaktree, of
beneficial ownership (as defined in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except such Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time) of securities of the Company (a) having 25% or more of the total voting
power of the then outstanding voting securities of the Company and (b) having
more voting power than the securities of the Company beneficially owned by
Oaktree; (ii) during any twelve month period, a change in the Board occurs
such that Incumbent Members do not constitute a majority of the Board; (iii)
a sale of all or substantially all of the assets of the Company or
UnionTools; or (iv) the consummation of a merger or consolidation of the
Company with any other Person, provided, however, that no Change of Control
shall have occurred pursuant to this clause (iv) if (A) after such merger or
consolidation the voting securities of the Company prior to such merger or
consolidation continue to represent more than 50% of the combined voting
power of such Person or (B) if such merger or consolidation does not result
in a material change in the beneficial ownership of the Company's voting
securities.
"Incumbent Members" shall mean the members of the Board on the date
immediately preceding the commencement of a twelve-month period, provided
that any person becoming a Director during such twelve-month period whose
election or nomination for election was approved by a majority of the
Directors who, on the date of such election or nomination for election,
comprised the Incumbent Members shall be considered one of the Incumbent
Members in respect of such twelve-month period.
"Oaktree" shall mean Oaktree Capital Management, LLC and its Affiliates,
including any partnerships, separate accounts or other entities managed by
Oaktree.
"TCW" shall mean: TCW Special Credits Plus Fund; TCW Special Credits
Fund III; TCW Special Credits Fund IIIb; TCW Special Credits Fund IV; TCW
Special Credits Trust; TCW Special Credits Trust IIIb; TCW Special Credits
Trust IV; TCW Special Credits Trust IV; TCW Special Credits, as investment
manager of Delaware
<PAGE>
State Employees' Retirement Fund, Weyerhauser Company Pension Trust and The
Common Fund for Bond Investments; and any of their respective Affiliates.
13. INVESTMENT REPRESENTATION. Each Agreement may provide that, upon
demand by the Committee for such a representation, the Optionee shall deliver
to the Committee at the time of any exercise of an Option a written
representation that the Shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to the
delivery of any Shares issued upon exercise of an Option shall be a condition
precedent to the right of the Optionee or such other person to purchase any
Shares.
14. DURATION OF THE PLAN. Options and Stock Appreciation Rights may not
be granted and Restricted Stock may not be sold or granted under the Plan
after December 9, 2007.
15. AMENDMENT AND TERMINATION OF THE PLAN. The Board may at any time
alter, amend, suspend or terminate the Plan. The Committee may amend the Plan
or any Agreement issued hereunder to the extent necessary for any Option or
Stock Appreciation Right granted or Restricted Stock sold or granted under
the Plan to comply with applicable tax or securities laws.
No Option or Stock Appreciation Right may be granted or Restricted Stock
sold or granted during any suspension or after the termination of the Plan.
No amendment, suspension or termination of the Plan or of any Agreement
issued hereunder shall, without the consent of the affected holder of such
Option or Stock Appreciation Right or Restricted Stock, alter or impair any
rights or obligations in any Option or Stock Appreciation Right or Restricted
Stock theretofore granted or sold to such holder under the Plan.
16. NATURE OF THE PLAN. The grant, exercise or sale of securities under
the Plan is intended to qualify for the exemption from short swing profits
liability under Section 16(b) of the Exchange Act, provided by Rule 16b-3
promulgated thereunder, as such Rule is now in effect or hereafter amended.
17. CANCELLATION OF OPTIONS. Any Option granted under the Plan may be
canceled at any time with the consent of the holder and a new Option may be
granted to such holder in lieu thereof.
18. WITHHOLDING TAXES. Whenever Shares are to be issued with respect to
the exercise of Options or amounts are to be paid or income earned with
respect to Stock Appreciation Rights or Restricted Stock under the Plan, the
Committee in its discretion may require the Participant to remit to the
Company, prior to the delivery of any certificate or certificates for such
Shares or the payment of any such amounts, all or any part of the amount
determined in the Committee's discretion to be sufficient to satisfy federal,
state and local withholding tax obligations (the "Withholding Obligation")
that the Company or its counsel determines may arise with respect to such
exercise, issuance or payment. Pursuant to a procedure established by the
Committee, the Participant may (i) request the Company to withhold delivery
of a sufficient number of Shares or a sufficient amount of the Participant's
compensation or (ii) deliver a sufficient number of previously-issued Shares,
to satisfy the Withholding Obligation.
19. NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a
Stockholder with respect to any Shares subject to his or her Option or Stock
Appreciation Right prior to the date of issuance to him or her of a
certificate or certificate for such Shares.
20. COMPLIANCE WITH GOVERNMENT LAW AND REGULATIONS. The Plan, the grant
and exercise of Options and Stock Appreciation Rights, and the grant and sale
of Restricted Stock thereunder, and the obligation of the Company to sell and
deliver Shares under such Options and Stock Appreciation Rights, shall be
subject to all applicable laws, rules and regulations and to such approvals
by any government or regulatory agency that may be required. The Company
shall not be required to issue or deliver any certificates for Shares prior
to (i) the listing of such Shares on any stock exchange on which Shares may
then be listed and (ii) the completion of any registration or qualification
of such Shares under any state or federal law, or any ruling or regulation of
any governmental body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
<PAGE>
EXHIBIT 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215
Telephone: (614)227-2000
Fax: (614)227-2100
November 12, 1999
Acorn Products, Inc.
390 Dublin Avenue
Columbus, Ohio 43215
Re: Registration Statement on Form S-8
Acorn Products, Inc. Amended and Restated 1997 Non-Employee Director
Stock Incentive Plan (the "Plan")
Gentlemen:
We have acted as counsel for Acorn Products, Inc., a Delaware
corporation ("Acorn"), in connection with the Registration Statement on Form S-8
(the "Registration Statement"), filed by Acorn with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of an additional 175,000 shares of Acorn Common Stock, without par
value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of Acorn as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Acorn Products, Inc. Amended and Restated 1997
Nonemployee Director Stock Incentive Plan of our report dated September 15,
1999, except for Notes 4 and 13, as to which the date is October 28, 1999, with
respect to the consolidated financial statements and schedules of Acorn
Products, Inc. included in its Annual Report (Form 10-K) for the year ended July
30, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Columbus, Ohio
November 12, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Acorn Products,
Inc., a Delaware corporation (the "Company"), hereby appoints John G. Jacob,
J. Mitchell Dolloff, and Robert J. Tannous as his true and lawful
attorneys-in-fact, or any of them, with power to act without the others, as
his true and lawful attorney-in-fact, in his name and on his behalf, and in
any and all capacities stated below, to sign and to cause to be filed with
the Securities and Exchange Commission the Company's Registration Statement
on Form S-8 (the "Registration Statement") to register under the Securities
Act of 1933, as amended, an additional 175,000 shares of Common Stock,
$.001 par value, of the Company to be sold and distributed by the Company
pursuant to the Company's Amended and Restated 1997 Non-Employee Director
Stock Incentive Plan (the "Plan") and such other number of shares as may be
issued under the anti-dilution provisions of the Plan, and any and all
amendments, including post-effective amendments, to the Registration
Statement, hereby granting unto such attorneys-in-fact, and to each of them,
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all such capacities, every act and thing whatsoever
necessary to be done in and about the premises as fully as the undersigned
could or might do in person, hereby granting to each such attorney-in-fact
full power of substitution and revocation, and hereby ratifying all that any
such attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
November, 1999.
SIGNATURE TITLE
/s/ A. Corydon Meyer President, Chief Executive Officer, and Director
- --------------------------
A. Corydon Meyer
/s/ John G. Jacob Vice President and Chief Financial Officer
- --------------------------
John G. Jacob
/s/ William W. Abbott Director
- --------------------------
William W. Abbott
/s/ Matthew S. Barrett Director
- --------------------------
Matthew S. Barrett
/s/ Stephen A. Kaplan Director
- --------------------------
Stephen A. Kaplan
/s/ John I. Leahy Director
- --------------------------
John I. Leahy
