<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1999
REGISTRATION NO.
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TENNECO PACKAGING INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE ISSUER: 36-2552989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1900 WEST FIELD COURT
LAKE FOREST, IL 60045
(Address of principal executive offices)
TENNECO PACKAGING INC.
THRIFT PLAN FOR HOURLY EMPLOYEES,
AND
TENNECO PACKAGING INC. THRIFT PLAN
(Full title of the plans)
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
TENNECO PACKAGING INC.
1900 WEST FIELD COURT
LAKE FOREST, IL 60045
(Name and address of agent for service)
Telephone: (847) 482-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (including
associated Rights)......... 5,000,000 shares $8.10* $40,500,000.00* $11,259.00*
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</TABLE>
* Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act") based on the book value of the Registrant's
Common Stock computed as of September 30, 1999, the latest practicable date
prior to the filing date of this Registration Statement.
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED HEREIN.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement on Form S-8:
(i) The Registration Statement on Form 10 (the "Form 10 Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission") by Tenneco Packaging Inc. (the "Company") (File No. 1-15157),
as amended;
(ii) The Annual Report for the fiscal year ended December 31, 1998 for
the Tenneco Thrift Plan on Form 11-K filed with the Commission by Tenneco
(File No. 1-12387); and
(iii) The Annual Report for the fiscal year ended December 31, 1998
for the Tenneco Thrift Plan for Hourly Employees on Form 11-K filed with
the Commission by Tenneco (File No. 1-12387).
In addition to the foregoing, all documents subsequently filed (i) by the
Company or (ii) the Tenneco Packaging Inc. Thrift Plan for Hourly Employees, or
(iii) the Tenneco Packaging Inc. Thrift Plan (collectively, the "Plans")
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
issued or which deregisters all securities offered then remaining unsold, shall
be deemed incorporated by reference in this Registration Statement and to be a
part hereof from the date of the filing of such documents. Any statement,
including financial statements, contained in a document incorporated or deemed
to be incorporated by reference herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters regarding shares of Common Stock offered hereby will
be passed upon for the Company by James V. Faulkner, Jr., General Counsel of
Tenneco Packaging Inc. Mr. Faulkner beneficially owns 22,086 shares of Common
Stock of Tenneco (including options to purchase 19,312 shares of Tenneco Common
Stock, which options are either presently exercisable or exercisable within 60
days). Upon consummation of the distribution of shares of Common Stock of the
Company as described in the Form 10 Registration Statement (the "Distribution"),
Mr. Faulkner will beneficially own 22,086 shares of Company Common Stock
(including options to purchase 19,312 shares of Company Common Stock, which
options are either presently exercisable or exercisable within 60 days). In
connection with the spin-off, Mr. Faulkner's Tenneco stock options will be
replaced with Company stock options which have equivalent terms.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Elimination of Liability of Directors
The Certificate provides that a director of the Company will not be liable
to the Company or its shareowners for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware ("DGCL") as the same exists or may thereafter be amended.
Based on the DGCL, as presently in effect, a director of the Company will not be
personally liable to the Company or its shareowners for monetary damages for
breach of fiduciary duty as a director, except for liability:
- for any breach of the director's duty of loyalty to the Company or its
shareowners;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions; or
- for any transactions from which the director derived an improper personal
benefit.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions of the Certificate described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director and do not apply to
officers of the Company who are not directors.
Indemnification of Directors and Officers
The Bylaws provide that the Company will indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
thereafter be amended, any person (a "Covered Person") who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Company or, while a
director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another company or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses, including attorneys' fees, reasonably incurred by that
Covered Person. The Bylaws also provide that, notwithstanding the foregoing, but
except as described in the second following paragraph, the Company will be
required to indemnify a Covered Person in connection with a proceeding or part
thereof commenced by that Covered Person only if the commencement of the
proceeding or part thereof by the Covered Person was authorized by the Board.
The Bylaws further provide that the Company will pay the expenses including
attorneys' fees incurred by a Covered Person in defending any proceeding in
advance of its final disposition; provided, however, that, to the extent
required by law, the payment of expenses in advance of the final disposition of
the proceeding will be made only upon receipt of an undertaking by that Covered
Person to repay all amounts advanced if it should be ultimately determined that
the Covered Person is not entitled to be indemnified under the relevant section
of the Bylaws or otherwise.
Pursuant to the Bylaws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Covered Person has been received by the Company, the Covered
Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, will be entitled to be paid the expense of
prosecuting such claim. The Bylaws provide that, in any such action, the Company
will have the burden of proving that the Covered Person is not entitled to the
requested indemnification or payment of expenses under applicable law.
II-2
<PAGE> 4
The Bylaws also provide:
- that the rights conferred on any Covered Person thereby are not exclusive
of any other rights which that Covered Person may have or thereafter
acquire under any statute, provision of the Certificate, the Bylaws,
agreement, vote of shareowners or disinterested directors or otherwise;
- that the Company's obligation, if any, to indemnify or to advance
expenses to any Covered Person who was or is serving at its request as a
director, officer, employee or agent of another company, partnership,
joint venture, trust, enterprise or nonprofit entity will be reduced by
any amount that Covered Person may collect as indemnification or
advancement of expenses from such other company, partnership, joint
venture, trust, enterprise or nonprofit enterprise; and
- that any repeal or modification of the relevant provisions of the Bylaws
will not adversely affect any right or protection thereunder of any
Covered Person in respect of any act or omission occurring prior to the
time of such repeal or modification.
The Bylaws also expressly state that the provisions thereof will not limit
the Company's right, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Covered Persons when and
as authorized by appropriate corporate action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
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*4.1 -- Form of Restated Certificate of Incorporation of Tenneco
Packaging Inc. (Exhibit 3.2 to Registration No. 1-15157).
*4.2 -- Form of Amended and Restated By-laws of Tenneco Packaging
Inc. (Exhibit 3.4 to Registration No. 1-15157).
*4.3 -- Form of Qualified Offer Plan Rights Agreement between
Tenneco Packaging Inc. and First Chicago Trust Company of
New York, as Rights Agent (Exhibit 4.2 to Registration
No. 1-15157).
5 -- Opinion of James V. Faulkner, Jr., Esq. regarding Company
Common Stock.
23.1 -- Consent of James V. Faulkner, Jr., Esq. (included in
Exhibit 5).
23.2 -- Consents of Arthur Andersen LLP.
24 -- Powers of Attorney of Dana G. Mead, Robert T. Blakely and
Richard L. Wambold.
</TABLE>
Exhibits incorporated by reference to a prior filing are designated by an
asterisk(*).
The Company will submit or has submitted the Plans and hereby undertakes to
submit any amendments thereto, to the Internal Revenue Service in a timely
manner and will make all changes required by the Internal Revenue Service in
order to qualify said Plans.
II-3
<PAGE> 5
ITEM 9. UNDERTAKINGS.
A. SUBSEQUENT DISCLOSURE.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 this 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company,
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
(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. INCORPORATION BY REFERENCE.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
C. COMMISSION POSITION ON INDEMNIFICATION.
The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
II-4
<PAGE> 6
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 Lake Forest, State of Illinois, on this 4th day of
November, 1999.
TENNECO PACKAGING INC.
By: /s/ DANA G. MEAD
----------------------------------
Dana G. Mead
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 4, 1999.
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SIGNATURE TITLE
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/s/ DANA G. MEAD Chairman of the Board and Chief Executive
- ----------------------------------------------------- Officer and Director (principal executive
Dana G. Mead officer)
/s/ ROBERT T. BLAKELY Chief Financial Officer and Director
- ----------------------------------------------------- (principal financial and accounting officer)
Robert T. Blakely
* Director
- -----------------------------------------------------
Richard L. Wambold
*By: /s/ KARL A. STEWART
------------------------------------------------
Karl A. Stewart
Attorney-in-fact
</TABLE>
II-5
<PAGE> 7
SIGNATURES
THE PLANS
Pursuant to the requirements of the Securities Act of 1933, the committee
appointed under each of the Tenneco Packaging Inc. Thrift Plan for Hourly
Employees and the Tenneco Packaging Inc. Thrift Plan, has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lake Forest, State of Illinois, on this 4th day
of November, 1999.
TENNECO PACKAGING INC. THRIFT PLAN FOR
HOURLY EMPLOYEES
TENNECO PACKAGING INC. THRIFT PLAN
By: /s/ JAMES V. FAULKNER
-------------------------------------
James V. Faulkner, Jr.
Vice President and General
Counsel of Tenneco Packaging Inc.
II-6
<PAGE> 1
EXHIBIT 5
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JAMES V. FAULKNER, TENNECO PACKAGING INC.
JR. 1900 WEST FIELD COURT
GENERAL COUNSEL LAKE FOREST, IL 60045
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[LOGO TO COME]
NOVEMBER 4, 1999
Tenneco Packaging Inc.
1900 West Field Court
Lake Forest, IL 60045
Re: Tenneco Packaging Inc. Thrift Plan for Hourly Employees and Tenneco
Packaging Inc. Thrift Plan (collectively, the "Plans")
Ladies and Gentlemen:
I have acted as General Counsel to Tenneco Packaging Inc. (the "Company")
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933, as amended (the
"Act"), on or about the date of this letter to register shares of common stock,
par value $.01 per share (including associated rights) (the "Shares"), of the
Company which may from time to time be offered and sold by the Company in
connection with the Plans.
I am familiar with the Registration Statements and the Exhibits thereto. I,
or attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, as I have deemed necessary or advisable for the purpose of
rendering this opinion. As to questions of fact relevant to this opinion, I have
relied upon certificates or written statements from officers and other
appropriate representatives of the Company and its subsidiaries or public
officials. In all such examinations I have assumed the genuineness of all
signatures, the authority to sign and the authenticity of all documents
submitted as originals. I have also assumed the conformity of originals of all
documents submitted as copies, and that all components of the spin-off (as such
term is defined in the Tenneco Packaging Inc. Exhibit No. 2 to the Form S-4
filed on October 4, 1999) are consummated as contemplated in such Distribution
Agreement.
Based upon and subject to the foregoing, I am of the opinion that the
Shares that will be originally issued under the Plans have been duly authorized
and, when issued pursuant to and in accordance with the Plans, will be legally
issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and to
the filing, as an exhibit to the Registration Statement, of this opinion. In
giving this consent, I do not hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ JAMES V. FAULKNER
------------------------------------
James V. Faulkner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO PACKAGING INC.
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated July 2, 1999,
included in Tenneco Packaging Inc.'s Form 10, as amended, and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 3, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
THRIFT PLAN
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated June 15, 1999,
included in the Annual Report of the Tenneco Inc. Thrift Plan on Form 11-K for
the year ended December 31, 1998, and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 3, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
THRIFT PLAN FOR HOURLY EMPLOYEES
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated June 15, 1999,
included in the Annual Report of the Tenneco Inc. Thrift Plan for Hourly
Employees on Form 11-K for the year ended December 31, 1998, and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 3, 1999
<PAGE> 1
EXHIBIT 24
TENNECO PACKAGING INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Packaging Inc.,
does hereby appoint James V. Faulkner, Jr. and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute in his
name, place and stead, in his capacity as a Director of said Company, one or
more Registration Statements on Form S-8 for the registration of (i) the Tenneco
Packaging Inc. Thrift Plan for Hourly Employees, (ii) the Tenneco Packaging Inc.
Thrift Plan and (iii) the Tenneco Packaging Inc. Stock Ownership Plan and any
and all amendments and post-effective amendments to said Registration
Statements, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys, and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4th
day of November, A.D. 1999.
/s/ DANA G. MEAD
------------------------------------
Dana G. Mead
<PAGE> 2
TENNECO PACKAGING INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Packaging Inc.,
does hereby appoint James V. Faulkner, Jr. and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute in his
name, place and stead, in his capacity as a Director of said Company, one or
more Registration Statements on Form S-8 for the registration of (i) the Tenneco
Packaging Inc. Thrift Plan for Hourly Employees, (ii) the Tenneco Packaging Inc.
Thrift Plan and (iii) the Tenneco Packaging Inc. Stock Ownership Plan and any
and all amendments and post-effective amendments to said Registration
Statements, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys, and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
4th day of November, A.D. 1999.
/s/ ROBERT T. BLAKELY
------------------------------------
Robert T. Blakely
<PAGE> 3
TENNECO PACKAGING INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Packaging Inc.,
does hereby appoint James W. Faulkner, Jr. and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute in his
name, place and stead, in his capacity as a Director of said Company, one or
more Registration Statements on Form S-8 for the registration of (i) the Tenneco
Packaging Inc. Thrift Plan for Hourly Employees, (ii) the Tenneco Packaging Inc.
Thrift Plan and (iii) the Tenneco Packaging Inc. Stock Ownership Plan and any
and all amendments and post-effective amendments to said Registration
Statements, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys, and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 4th
day of November, A.D. 1999.
/s/ RICHARD L. WAMBOLD
------------------------------------
Richard L. Wambold
