As Filed with the Securities and Exchange Commission on August 9, 1999
Registration No.
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COOPER TIRE & RUBBER COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 34-4297750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip Code)
COOPER TIRE & RUBBER COMPANY
PRE-TAX SAVINGS PLAN AT THE AUBURN PLANT
(Full title of the plan)
Philip G. Weaver, Vice President and Chief Financial Officer
COOPER TIRE & RUBBER COMPANY
Lima and Western Avenues, Findlay, Ohio 45840
(Name and address of agent for service)
(419) 423-1321
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share price fee
- ------------------------------------------------------------------------
Common Stock,
$1 par value 130,000 shs. $21.5625 $2,803,125 $779
========================================================================
(1) The following shares are being registered in this Form S-8: 130,000
shares of Common Stock, $1 par value, and 130,000 Rights to Purchase
Series A Preferred Stock of Cooper Tire & Rubber Company that will be
available for award under the Cooper Tire & Rubber Company Pre-Tax
Savings Plan at the Auburn Plant.
(2)The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the
high and low market prices of the stock on August 5, 1999, as reported
on the New York Stock Exchange Composite Transactions Tape.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
1
<PAGE>
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been or will be filed by
registrant with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, are hereby incorporated in this registration
statement by reference and shall be deemed to be a part hereof:
(a) The registrant's Annual Report on Forms 10-K and 10-K/A for
the fiscal year ended December 31, 1998
(b) The registrant's Form 10-Q for the quarterly periods ended March
31, 1999 and June 30, 1999.
(c) The registrant's Current Report on Form 8-K, dated May 15, 1998,
relating to the Amended and Restated Stockholder Rights
Agreement dated May 11, 1998.
All documents subsequently filed by the registrant or the Plan
pursuant to Section 13 or 14 of the Exchange Act, prior to the
termination of the offering made hereby, 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. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained 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 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.
The validity of the shares of Common Stock to be offered hereunder is
being passed upon for the registrant by Mr. Richard D. Teeple, Vice
President and General Counsel for the registrant, Lima and Western
Avenues, Findlay, Ohio 45840. Mr. Teeple is an officer of the
registrant, owns shares of the registrant's Common Stock, and holds
options to purchase additional shares.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware
corporations. Article VII of the registrant's bylaws (i) authorizes the
indemnification of directors and officers (the "Indemnitees") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of
expenses to the Indemnitees for defending any proceedings related to the
specified circumstances, and (iii) authorizes the registrant to maintain
certain policies of insurance to protect itself and any of its
directors, officers or employees. The registrant currently maintains
policies of insurance under which the directors and officers of
registrant are insured, within the limits and subject to the limitations
of the policies, against certain expenses in connection with the defense
of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they
are parties by reason of being or having been such directors or
officers.
<PAGE> 2
Item 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The Exhibit Index on page 7 of this filing is incorporated herein by
reference.
The registrant undertakes to submit the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the plan.
ITEM 9. Undertakings.
1. The undersigned registrant hereby undertakes:
A. 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, represents 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 (a)(1)(i) and (a)(1)(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.
B. 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.
C. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (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.
(continued) 3
<PAGE>
3. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each employee to whom the
prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in which
case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written
request of the employee. If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may
be so delivered, but within such 120 day period the annual report
for the last fiscal year will be furnished to each such employee.
4. 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 provisions
described in Item 6, 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.
4
<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 Findlay and State
of Ohio on August 9, 1999.
COOPER TIRE & RUBBER COMPANY
/s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
PATRICK W. ROONEY* Chairman of the Board, August 9, 1999
Chief Executive Officer
and Director
(Principal Executive Officer)
THOMAS A. DATTILO* President, Chief August 9, 1999
Operating Officer and Director
JOHN FAHL* Vice President and Director August 9, 1999
PHILIP G. WEAVER* Vice President and Chief August 9, 1999
Financial Officer
(Principal Financial Officer)
EILEEN B. WHITE* Corporate Controller August 9, 1999
(Principal Accounting Officer)
ARTHUR H. ARONSON* Director August 9, 1999
EDSEL D. DUNFORD* Director August 9, 1999
DEBORAH M. FRETZ* Director August 9, 1999
DENNIS J. GORMLEY* Director August 9, 1999
JOHN F. MEIER* Director August 9, 1999
BYRON O. POND* Director August 9, 1999
JOHN H. SHUEY* Director August 9, 1999
*By/s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
(continued)
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Findlay,
and State of Ohio on August 9, 1999.
COOPER TIRE & RUBBER COMPANY
PRE-TAX SAVINGS PLAN
AT THE AUBURN PLANT
/s/ P. G. Weaver
-----------------------------
P. G. Weaver
/s/ W. C. Hattendorf
-----------------------------
W. C. Hattendorf
/s/ P. W. Rooney
-----------------------------
P. W. Rooney
As members of the Pre-Tax
Savings Plan Committee
*By/s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
6
<PAGE>
INDEX TO EXHIBITS
PART II.
Exhibit Description Page
- ------- -------------------------------------------------------- -----
(3)(i) Certificate of Incorporation, as restated and filed
with the Secretary of State of Delaware on May 17, 1993,
is incorporated herein by reference from Exhibit 3(i) of
the Company's Form 10-Q for the quarter ended
June 30, 1993 n/a
Certificate of Correction of Restated Certificate of
Incorporation as filed with the Secretary of State of
Delaware on November 24, 1998, is incorporated herein by
reference from Exhibit 3(i) of the Company's Form 10-K
for the year ended December 31, 1998. n/a
Form of Amended and Restated Rights Agreement dated as
of May 11, 1998, between the Registrant and The Fifth
Third Bank, as rights agent and the Form of Certificate
of Designation for the Preferred Stock are incorporated
herein by reference from Exhibit 4 of the Registrant's
Form 8-K dated May 15, 1998. n/a
(3)(ii) Bylaws, as amended May 5, 1987, are incorporated herein
by reference from Exhibit 19 of the Company's Form 10-Q
for the quarter ended June 30, 1987 n/a
(5) Opinion of Richard D. Teeple, Esq. as to the legality of
the shares registered hereunder 8
(23) Consent of Ernst & Young LLP 9
(23) Consent of Richard D. Teeple, Esq. (included in Exhibit 5) 8
(24) Powers of Attorney 10-13
(99) Certified resolution of the Company's Board of Directors
adopted August 9, 1999 14-15
7
<PAGE>
Part II
Exhibit (5)
August 9, 1999
Cooper Tire & Rubber Company
Lima and Western Avenues
Findlay, Ohio 45840
RE: Cooper Tire & Rubber Company
Registration Statement on Form S-8
Thrift and Profit Sharing Plan
Texarkana Pre-Tax Savings Plan
Pre-Tax Savings Plan at the Auburn Plant
Pre-Tax Savings Plan at the Findlay Plant
Pre-Tax Savings Plan at the El Dorado Plant
Pre-Tax Savings Plan (Bowling Green-Hose)
Pre-Tax Savings Plan (Bowling Green-Sealing)
(Collectively the "Plans")
Gentlemen:
Reference is made to the Registration Statements on Form S-8 (the
"Registration Statements") which you are filing with the Securities and
Exchange Commission with respect to additional shares of Common Stock,
$1 par value, and additional Rights to Purchase Series A Preferred Stock
of Cooper Tire & Rubber Company (the "Company") to be offered to
employees of the Company who are eligible for participation in the Plans
listed below.
Common
Plan Stock Rights
---- ------ ------
Thrift and Profit Sharing Plan 8,000,000 8,000,000
Texarkana Pre-Tax Savings Plan 620,000 620,000
Pre-Tax Savings Plan at the Auburn Plant 130,000 130,000
Pre-Tax Savings Plan at the Findlay Plant 610,000 610,000
Pre-Tax Savings Plan at the El Dorado Plant 30,000 30,000
Pre-Tax Savings Plan (Bowling Green-Hose) 140,000 140,000
Pre-Tax Savings Plan (Bowling Green-Sealing) 240,000 240,000
I examined such documents and questions of law as I deem necessary
for this opinion.
I am of the opinion that the 9,770,000 total shares of Common Stock
and 9,770,000 total Rights to Purchase Series A Preferred Stock to be
offered after the Registration Statements become effective, and which
may be purchased by the Trustee for the accounts of employees
participating in the Plans, will be validly issued and outstanding,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statements and to the reference made to me under the
caption "Interests of Named Experts and Counsel" in the Registration
Statements.
Respectfully submitted,
COOPER TIRE & RUBBER COMPANY
/s/ Richard D. Teeple
----------------------------------
Richard D. Teeple,
Vice President and General Counsel
<PAGE> 8
Part II
Exhibit (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Cooper Tire & Rubber Company Pre-
Tax Savings Plan at the Auburn Plant of our reports (a) dated February
9, 1999, with respect to the consolidated financial statements and
schedule of Cooper Tire & Rubber Company included in its Annual Report
(Form 10-K) and (b) dated May 14, 1999, with respect to the financial
statements and schedules of the Cooper Tire & Rubber Company Thrift and
Profit Sharing Plan, the Cooper Tire & Rubber Company Texarkana Pre-Tax
Savings Plan, the Cooper Tire & Rubber Company Pre-Tax Savings Plan at
the Auburn Plant, the Cooper Tire & Rubber Company Pre-Tax Savings Plan
at the Findlay Plant, the Cooper Tire & Rubber Company Pre-Tax Savings
Plan at the El Dorado Plant, the Cooper Tire & Rubber Company Pre-Tax
Savings (Bowling Green - Hose), and the Cooper Tire & Rubber Company
Pre-Tax Savings Plan (Bowling Green - Sealing) included in Amendment No.
1 to the Annual Report (Form 10-K), both for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
August 9, 1999
9
<PAGE>
Part II
Exhibit (24)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of
Cooper Tire & Rubber Company, do hereby, for and on behalf of said
Cooper Tire & Rubber Company in accordance with the certain resolution
of the Board of Directors adopted August 9, 1999, constitute and appoint
Patrick W. Rooney, or Thomas A. Dattilo, or Stan C. Kaiman as its
attorney with full power of substitution and resubstitution for and in
its name, place and stead, to sign and file with the Securities and
Exchange Commission Registration Statements on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
additional shares of the Company's common stock with a par value of
$1.00 per share and certain interests in each of the following Plans:
Thrift and Profit Sharing Plan
Texarkana Pre-Tax Savings Plan
Pre-Tax Savings Plan at the Auburn Plant
Pre-Tax Savings Plan at the Findlay Plant
Pre-Tax Savings Plan at the El Dorado Plant
Pre-Tax Savings Plan (Bowling Green-Hose)
Pre-Tax Savings Plan (Bowling Green-Sealing)
and any and all amendments to said Registration Statements, whether such
amendments are filed prior or subsequent to the effective date thereof,
or any amendments to any exhibits thereto or to file any supplement to
the Prospectus related thereto and any and all applications, instruments
or documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 9th day of August, 1999.
ATTEST: COOPER TIRE & RUBBER COMPANY
/s/ Stan C. Kaiman /s/ Patrick W. Rooney
- --------------------------- ------------------------------
Stan C. Kaiman, Secretary Patrick W. Rooney, Chairman of
the Board, Chief Executive
Officer, and Director
STATE OF OHIO )
)ss.
COUNTY OF HANCOCK)
On this 9th day of August, 1999, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Patrick W.
Rooney and Stan C. Kaiman, known to me to be the persons whose names are
subscribed in the within instrument and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Kathy A. Morrison
--------------------------------------
Kathy A. Morrison
Notary Public, State of Ohio
My commission expires October 6, 2002
(SEAL)
<PAGE> 10
Part II
Exhibit (24)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned member of the
Plan Committee of each of the Cooper Tire & Rubber Company Plans listed
below, do hereby constitute and appoint Patrick W. Rooney, or Thomas A.
Dattilo, or Stan C. Kaiman as its attorney with full power of
substitution and resubstitution for and in its name, place and stead, to
sign and file with the Securities and Exchange Commission Registration
Statements on Form S-8 pursuant to the Securities Act of 1933, as
amended, for the purpose of registering additional shares of the
Company's common stock with a par value of $1.00 per share and certain
interests in each of the following Plans:
Thrift and Profit Sharing Plan
Texarkana Pre-Tax Savings Plan
Pre-Tax Savings Plan at the Auburn Plant
Pre-Tax Savings Plan at the Findlay Plant
Pre-Tax Savings Plan at the El Dorado Plant
Pre-Tax Savings Plan (Bowling Green-Hose)
Pre-Tax Savings Plan (Bowling Green-Sealing)
and any and all amendments to said Registration Statements, whether such
amendments are filed prior or subsequent to the effective date thereof,
or any amendments to any exhibits thereto or to file any supplement to
the Prospectus related thereto and any and all applications, instruments
or documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 9th day of August, 1999.
/s/ P. G. Weaver /s/ W. C. Hattendorf
- --------------------------- ------------------------------
P. G. Weaver W. C. Hattendorf
/s/ P. W. Rooney
- ------------------------------
P. W. Rooney
STATE OF OHIO )
)ss.
COUNTY OF HANCOCK)
On this 9th day of August, 1999, before me, a Notary Public in and
for the State and County aforesaid, personally appeared P. G. Weaver, W.
C. Hattendorf, and P.W. Rooney known to me to be the persons whose names
are subscribed in the within instrument and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Kathy A. Morrison
--------------------------------------
Kathy A. Morrison
Notary Public, State of Ohio
My commission expires October 6, 2002
(SEAL)
<PAGE> 11
Part II
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the capacities
indicated, do hereby constitute and appoint Patrick W. Rooney, or Thomas
A. Dattilo, or John Fahl, or Stan C. Kaiman as their attorney with full
power of substitution and resubstitution for and in their name, place
and stead, to sign and file with the Securities and Exchange Commission
Registration Statements on Form S-8 pursuant to the Securities Act of
1933, as amended, for the purpose of registering additional shares of
the Company's common stock with a par value of $1.00 per share and
certain interests in each of the following Plans:
Thrift and Profit Sharing Plan
Texarkana Pre-Tax Savings Plan
Pre-Tax Savings Plan at the Auburn Plant
Pre-Tax Savings Plan at the Findlay Plant
Pre-Tax Savings Plan at the El Dorado Plant
Pre-Tax Savings Plan (Bowling Green-Hose)
Pre-Tax Savings Plan (Bowling Green-Sealing)
and any and all amendments to said Registration Statements whether such
amendments are filed prior or subsequent to the effective date thereof,
or any amendments to any exhibits thereto or to file any supplement to
the Prospectus related thereto and any and all applications, instruments
or documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 9th day of August, 1999.
/s/ Arthur H. Aronson /s/ Thomas A. Dattilo
- --------------------------- -----------------------------
Arthur H. Aronson, Director Thomas A. Dattilo, President,
Principal Operating Officer,
and Director
/s/ Edsel D. Dunford /s/ John Fahl
- --------------------------- ---------------------------
Edsel D. Dunford, Director John Fahl, Director
/s/ Deborah M. Fretz /s/ Dennis J. Gormley
- --------------------------- ---------------------------
Deborah M. Fretz, Director Dennis J. Gormley, Director
/s/ Stan C. Kaiman /s/ John F. Meier
- --------------------------- ---------------------------
Stan C. Kaiman, Secretary John F. Meier, Director
/s/ Byron O. Pond /s/ Patrick W. Rooney
- --------------------------- ------------------------------
Byron O. Pond, Director Patrick W. Rooney, Chairman of
the Board, Principal Executive
Officer, and Director
(continued)
12
<PAGE>
/s/ John H. Shuey /s/ Philip G. Weaver
- -------------------------- --------------------------------
John H. Shuey, Director Philip G. Weaver, Vice President
and Principal Financial Officer
/s/ Eileen B. White
- -----------------------------
Eileen B. White, Principal
Accounting Officer and
Corporate Controller
13
<PAGE>
Part II
Exhibit (99)
C E R T I F I C A T E
---------------------
I, Stan C. Kaiman, do hereby certify that I am the duly elected,
qualified and acting Secretary of Cooper Tire & Rubber Company, and that
the following is a true, accurate and correct copy of certain
resolutions duly adopted by the Board of Directors of said Company in an
Action In Writing Without A Meeting dated August 9, 1999:
WHEREAS, the Company has established the following plans:
Thrift and Profit Sharing Plan
Texarkana Pre-Tax Savings Plan
Pre-Tax Savings Plan at the Auburn Plant
Pre-Tax Savings Plan at the Findlay Plant
Pre-Tax Savings Plan at the El Dorado Plant
Pre-Tax Savings Plan (Bowling Green-Hose)
Pre-Tax Savings Plan (Bowling Green-Sealing)
(all of such plans herein being collectively referred to as the
"Plans"), in each case for the purpose of encouraging and
assisting employees to engage in a savings program with a view
toward meeting financial emergencies and as a means of adding to
their retirement income, and
WHEREAS, it has become necessary to register additional shares of
the Company's Common Stock for each of the Plans to provide
adequate levels of Common Stock available for issuance pursuant to
the terms of each of the Plans, and
WHEREAS, it will therefore be necessary to file a registration
statement with the Securities and Exchange Commission with respect
to each of the Plans.
NOW, THEREFORE, BE IT RESOLVED, that the proper officers of the
Company be, and each of them hereby is, authorized to prepare or
cause to be prepared, execute and file, or cause to be filed with
the Securities and Exchange Commission a Registration Statement on
Form S-8 pursuant to the Securities Exchange Act of 1933, as
amended, for each of the Plans and that such officers be
authorized to do or cause to be done all such further things as
may, in their opinion, be necessary or advisable in order to
effect the filing of such registrations under said Act.
FURTHER RESOLVED, that Patrick W. Rooney, or Thomas A. Dattilo, or
Stan C. Kaiman be, and each of them hereby is, appointed as the
attorney of the Company with full power of substitution and
resubstitution for and in the name, place and stead of the
Company, to sign and file the Form S-8 relating to each of the
Plans together with any and all amendments and exhibits thereto,
together with amendments to any such exhibits, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such
substitute.
FURTHER RESOLVED, that the Chairman of the Board, the President,
a Vice President, or the General Counsel together with the
Secretary or Treasurer of the Company be, and they hereby are,
authorized for and on its behalf to execute a Power
of Attorney evidencing the foregoing appointment.
(continued)
14
<PAGE>
FURTHER RESOLVED, that the appropriate officers of the Company be,
and each of them hereby is, authorized to execute and
deliver, on behalf of the Company, such instruments, documents,
agreements and papers, and to do, on behalf of the Company, such
other acts and things as he or they may deem necessary or
desirable to effect the purpose and intent of the foregoing
resolutions.
I further certify that such resolutions have not been rescinded,
modified or changed by any action of the Board of Directors and that
they are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the
Corporate Seal this 9th day of August, 1999.
/s/ Stan C. Kaiman
--------------------------------
Stan C. Kaiman
Secretary
(SEAL)
15
<PAGE>
