As Filed with the Securities and Exchange Commission on July 20, 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 (CLARKSDALE)
(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 10,000 shs. $23.25(2) $232,500 $65.00
========================================================================
(1) The following shares are being registered in this Form S-8: 10,000
shares of Common Stock, $1 par value, and 10,000 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 (Clarksdale).
(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 July 19, 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 period ended March
31, 1999.
(c) The registrant's Registration 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 July 20, 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, July 20, 1999
Chief Executive Officer
and Director
(Principal Executive Officer)
THOMAS A. DATTILO* President, Chief July 20, 1999
Operating Officer and Director
JOHN FAHL* Vice President and Director July 20, 1999
PHILIP G. WEAVER* Vice President and Chief July 20, 1999
Financial Officer
(Principal Financial Officer)
EILEEN B. WHITE* Corporate Controller July 20, 1999
(Principal Accounting Officer)
ARTHUR H. ARONSON* Director July 20, 1999
EDSEL D. DUNFORD* Director July 20, 1999
DEBORAH M. FRETZ* Director July 20, 1999
DENNIS J. GORMLEY* Director July 20, 1999
JOHN F. MEIER* Director July 20, 1999
BYRON O. POND* Director July 20, 1999
JOHN H. SHUEY* Director July 20, 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 July 20, 1999.
COOPER TIRE & RUBBER COMPANY
PRE-TAX SAVINGS PLAN
(CLARKSDALE)
/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 July 20, 1999 14-15
7
<PAGE>
Part II
Exhibit (5)
July 20, 1999
Cooper Tire & Rubber Company
Lima and Western Avenues
Findlay, Ohio 45840
RE: Cooper Tire & Rubber Company
Registration Statement on Form S-8
Pre-Tax Savings Plan (Clarksdale)
Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which you are filing with the Securities and
Exchange Commission with respect to 10,000 shares of Common Stock, $1
par value, and 10,000 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 Pre-Tax Savings
Plan (Clarksdale) ("Plan"). I examined such documents and questions of
law as I deem necessary for this opinion.
I am of the opinion that the 10,000 shares of Common Stock and 10,000
Rights to Purchase Series A Preferred Stock to be offered after the
Registration Statement becomes effective, and which may be purchased by
the Trustee for the accounts of employees participating in the Plan,
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 Statement and to the reference made to me under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Respectfully submitted,
COOPER TIRE & RUBBER COMPANY
/s/ Richard D. Teeple
----------------------------------
Richard D. Teeple,
Vice President and General Counsel
8
<PAGE>
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 (Clarksdale) 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 Pre-Tax Savings Plan (Texarkana),
the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn), the
Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay), the Cooper
Tire & Rubber Company Pre-Tax Savings Plan (El Dorado), 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 its 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
July 20, 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 July 20, 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 a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Clarksdale) and any and all
amendments to said Registration Statement, 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 registration, 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 20th day of July, 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 20th day of July, 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)
10
<PAGE>
Part II
Exhibit (24)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned member of the
Plan Committee of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Clarksdale) 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 a Registration
Statement on Form S-8 pursuant to the Securities Act of 1933, as
amended, for the purpose of registering certain shares of common stock
with a par value of $1.00 per share of Cooper Tire & Rubber Company and
certain interests in the Cooper Tire & Rubber Company Pre-Tax Savings
Plan (Clarksdale) and any and all amendments to said Registration
Statement, 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
registration, 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 20th day of July, 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 20th day of July, 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)
11
<PAGE>
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
a Registration Statement on Form S-8 pursuant to the Securities Act of
1933, as amended, for the purpose of registering certain shares of
common stock with a par value of $1.00 per share of Cooper Tire & Rubber
Company and certain interests in the Cooper Tire & Rubber Company Pre-
Tax Savings Plan (Clarksdale) and any and all amendments to said
Registration Statement, 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 registration, 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 20th day of July, 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
/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
(continued)
12
<PAGE>
STATE OF OHIO )
)ss.
COUNTY OF HANCOCK)
On this 20th day of July, 1999, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Arthur H.
Aronson, Thomas A. Dattilo, Edsel D. Dunford, John Fahl, Deborah M.
Fretz, Dennis J. Gormley, Stan C. Kaiman, John F. Meier, Byron O. Pond,
Patrick W. Rooney, John H. Shuey, Philip G. Weaver, and Eileen B. White,
known to me to be the persons whose names are subscribed in the within
instrument and who 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)
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 at a
meeting duly called and held on July 20, 1999, at which meeting a quorum
of the Board was present and acting throughout:
WHEREAS, negotiations have been held with Local Union #556L,
United Steelworkers of America (USWA) and the International Union,
USWA (herein collectively referred to as the "Union"), concerning
plans to encourage and assist certain employees of the Clarksdale
Plant 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, a document defining a Pre-Tax Savings Plan has been
executed on behalf of the Company, the Local Union, and the
International Union at the Clarksdale Plant (herein referred to as
the "Plan"), which Plan has been drafted to comply with applicable
laws and governmental regulations concerning plan qualification,
and
WHEREAS, a trust agreement for the Plan has been executed between
the Company and National City Bank, as trustee (the "Trust
Agreement"), and
WHEREAS, it will be necessary to file a registration statement
with the Securities and Exchange Commission with respect to
interests in the Plan and the Common Stock of the Company offered
in connection with the Plan.
NOW, THEREFORE, BE IT RESOLVED, that the execution of the Plan and
the Trust Agreement be, and hereby is, confirmed and ratified in
all respects.
FURTHER RESOLVED, that the proper officers of the Company be, and
they hereby are, authorized and directed 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, 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
registration under said Act.
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 the Plan 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.
(continued)
14
<PAGE>
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 and directed for and on its behalf to execute a Power
of Attorney evidencing the foregoing appointment.
FURTHER RESOLVED, that the appropriate officers of the Company be,
and they hereby are, authorized and directed 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 20th day of July, 1999.
/s/ Stan C. Kaiman
--------------------------------
Stan C. Kaiman
Secretary
(SEAL)
15
<PAGE>