<PAGE> 1
AS FILED ON MARCH 13, 2000 REGISTRATION NO. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN CLASSIC VOYAGES CO.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 31-0303330
------------------ -----------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
TWO NORTH RIVERSIDE PLAZA, SUITE 200
CHICAGO, ILLINOIS 60606
-----------------------
(Address of principal executive offices)
AMERICAN CLASSIC VOYAGES CO. 1999 STOCK OPTION PLAN
---------------------------------------------------
(Full title of the Plan)
JORDAN B. ALLEN
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
AMERICAN CLASSIC VOYAGES CO.
TWO NORTH RIVERSIDE PLAZA, SUITE 200
CHICAGO, ILLINOIS 60606
(312) 466-6202
---------------------------------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities to Amount to be Registered Proposed Maximum Proposed Maximum Amount of
be Registered Offering Price per Aggregate Offering Registration Fee
Share* Price*
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000 shares $24.438 $73,312,500 $19,354.50
$.01 par value
====================================================================================================================
</TABLE>
* The offering price for such shares is estimated solely for the
purpose of calculating the registration fee and is based upon the average of the
high and low prices of the Registrant's Common Stock as reported on the
consolidated reporting system for March 6, 2000, pursuant to Rule 457(c)
and (h).
--------------------------
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. ss.230.462.
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
In accordance with the General Instructions to the Form S-8 adopted by
the Securities and Exchange Commission (the "SEC"), the contents of this item
have been omitted from the Registration Statement filed with the SEC.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
In accordance with the General Instructions to the Form S-8 adopted by
the SEC, the contents of this item have been omitted from the Registration
Statement filed with the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
American Classic Voyages Co. (the "Registrant") has filed the following
documents with the SEC under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31,
1998 filed with the SEC on March 31, 1999;
(2) Quarterly Reports on Form 10-Q for the period ended March 31,
1999 filed with the SEC on May 14, 1999, as amended on Form
10-Q/A dated November 9, 1999; for the period ended June 30,
1999 filed with the SEC on August 13, 1999, as amended on Form
10-Q/A dated November 9, 1999; and for the period ended
September 30, 1999 filed with the SEC on November 15, 1999.
(3) Current Reports on Form 8-K filed with the SEC on January 14,
2000, February 29, 2000, February 22, 1999, March 26, 1999, as
amended on Form 8-K/A on April 21, 1999; and April 14, 1999,
November 3, 1999, January 14, 2000 and February 29, 2000.
(4) The description of the common stock contained in a
registration statement on Form S-1 (Registration No. 33-45139)
filed with the SEC on March 5, 1999 pursuant to Section 12 of
the Exchange Act, including all amendments thereto and reports
filed for the purpose of updating such description.
All documents filed by the Registrant and the Plan with the SEC
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated by reference
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that
a statement contained herein or in any other
<PAGE> 3
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.
The Registrant's Common Stock, par value $.01 per share, is registered
pursuant to Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (as now in
effect or as amended from time to time, the "Act") provides for indemnification
of directors and officers against any legal liability (other than liability
arising from derivative suits) if the officer or director acted in good faith
and in a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation. In criminal actions, the officer or director must
also have had no reasonable cause to believe that his conduct was unlawful. A
corporation may indemnify an officer or director in a derivative suit if the
officer or director acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interest of the corporation unless
the officer or director is found liable to the corporation. However, if the
Court of Chancery or the court in which such action or suit was brought
determines that the officer or director is fairly and reasonably entitled to
indemnity, then the Court of Chancery or such other court may permit indemnity
for such officer or director to the extent it deems proper.
The Registrant's Third Amended and Restated By-Laws ("By-Laws")
provide that the Registrant shall indemnify its present and past directors,
officers, employees and agents to the fullest extent permitted by the Act. The
Registrant's By-Laws also provide that indemnification thereunder is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise. If authorized by its Board of Directors, the Registrant
may purchase and maintain insurance on behalf of any person to the full extent
permitted by the Act. If the Registrant pays indemnity or makes an advance of
expenses to a director, officer, employee or agent, the Registrant shall report
the indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.
The Registrant's Second Amended and Restated Certificate of
Incorporation ("Certificate of Incorporation") provides that the Registrant
shall, to the full extent permitted by Section 145 of the Act, indemnify all
persons whom it may indemnify pursuant thereto. The Certificate of Incorporation
also provides that directors are not insulated from personal liability (i) for
breaches of their duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good
<PAGE> 4
faith or that involve intentional misconduct or knowing violation of law, (iii)
under Section 174 of the Act, or (iv) for transactions in which the director
derives any improper personal benefit.
The Registrant maintains an insurance policy providing for
indemnification of directors and officers and for reimbursement to the
Registrant for monies which it may pay as indemnity to any director or officer,
subject to the conditions and exclusions of the policy and specified deductible
provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See attached Exhibit Index.
(a) Counsel's opinion attached as Exhibit 5.
(b) Not Applicable.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
<PAGE> 5
(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, Form S-8 or Form F-3 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 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<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 Chicago, State of Illinois, on the 13th day of
March, 2000.
AMERICAN CLASSIC VOYAGES CO.
By: /s/ Philip C. Calian
--------------------------------
Philip C. Calian
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 as of the 13th day of March, 2000.
Signature Title
--------- -----
/s/ Samuel Zell* Chairman of the Board
- ----------------------------
Samuel Zell
/s/ Philip C. Calian Chief Executive Officer
- ---------------------------- (principal executive officer) and Director
Philip C. Calian
/s/ Randall L. Talcott* Vice President and Treasurer
- ---------------------------- (principal financial and accounting officer)
Randall L. Talcott
/s/ Arthur A. Greenberg* Director
- ----------------------------
Arthur A. Greenberg
/s/ Mark Slezak* Director
- ----------------------------
Mark Slezak
<PAGE> 7
/s/ Jerry R. Jacob* Director
- ----------------------------
Jerry R. Jacob
/s/ Joseph P. Sullivan* Director
- ----------------------------
Joseph P. Sullivan
/s/ Emanuel L. Rouvelas* Director
- ----------------------------
Emanuel L. Rouvelas
/s/ Jeffrey N. Watanabe* Director
- ----------------------------
Jeffrey N. Watanabe
/s/ John R. Berry* Director
- ----------------------------
John R. Berry
/s/ Bradbury Dyer, III* Director
- ----------------------------
Bradbury Dyer, III
/s/ Laurence S. Geller* Director
- ----------------------------
Laurence S. Geller
/s/ Philip C. Calian Attorney-in-Fact
- ----------------------------
Philip C. Calian
* Philip C. Calian, by signing his name hereto, does sign this Registration
Statement on behalf of the persons indicated above, pursuant to powers of
attorney duly executed by such persons, in the City of Chicago, State of
Illinois, as of the 13th day of March, 2000.
By: /s/ Philip C. Calian
----------------------------------
Philip C. Calian
Attorney-in-Fact
<PAGE> 8
EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.(i) Second Amended and Restated Certificate of
Incorporation of the Registrant (filed as Exhibit
3.(i) to Registrant's Form 10-K dated December 31,
1998 and incorporated herein by reference).
3.(ii) Third Amended and Restated By-Laws of the Registrant
(filed as Exhibit 3.(ii) to Registrant's Form 10-Q
dated September 30, 1999 and incorporated herein by
reference).
5 Legal opinion of Seyfarth, Shaw, Fairweather &
Geraldson
10.(iii)(a) American Classic Voyages Co. 1999 Stock Option Plan
(filed as Exhibit A to Registrant's Proxy Statement
on Form DEF 14A dated April 19, 1999 and incorporated
herein by reference).
23.1 Consent of KPMG LLP
23.2 Consent of Seyfarth, Shaw, Fairweather & Geraldson
(included in the opinion filed as Exhibit 5 hereto)
24.1 Power of Attorney from Samuel Zell
24.2 Power of Attorney from Arthur A. Greenberg
24.3 Power of Attorney from Mark Slezak
24.4 Power of Attorney from Jerry R. Jacob
24.5 Power of Attorney from Joseph P. Sullivan
24.6 Power of Attorney from Emanuel L. Rouvelas
24.7 Power of Attorney from Jeffrey N. Watanabe
24.8 Power of Attorney from John R. Berry
24.9 Power of Attorney from Bradbury Dyer, III
24.10 Power of Attorney from Laurence S. Geller
<PAGE> 1
EXHIBIT 5
(312) 269-8965
WRITER'S INTERNET ADDRESS
[email protected]
March 13, 2000
American Classic Voyage Co.
Two North Riverside Plaza
Chicago, IL 60606
RE: AMERICAN CLASSIC VOYAGES CO. 1999 STOCK OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel for American Classic Voyages Co., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended, of 3,000,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), issuable upon
exercise of options granted under the American Classic Voyages Co. 1999 Stock
Option Plan (the "Plan").
We have examined the Articles of Incorporation of the Company, as
amended, the bylaws of the Company, as amended, certain resolutions of the
Company's Board of Directors and such other corporate records, certificates,
documents and matters of law as we have deemed necessary to render this opinion.
In such examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents.
We do not express herein any opinion concerning any law other than
applicable federal law and the corporate law of the State of Delaware, which we
deem to include the Delaware General Corporations Law, the applicable provisions
of the Delaware Constitution and reported judicial decisions interpreting the
laws.
Based on the foregoing, we are of the opinion that (i) the issuance of
the Common Stock has been duly authorized by the Company, and (ii) that when
issued in accordance with the terms of the Plan, the shares of Common Stock will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibits 5 and 23.2
to the Registration Statement.
Very truly yours,
SEYFARTH, SHAW, FAIRWEATHER & GERALDSON
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors of
American Classic Voyages Co.:
We consent to incorporation by reference in this registration statement on Form
S-8 of American Classic Voyages Co. of our report dated February 19, 1999,
relating to the consolidated balance sheets of American Classic Voyages Co. and
subsidiaries as of December 31, 1999, and 1998, and the related consolidated
statements of operations, retained earnings, and cash flows for each of the
years in the three-year period ended December 31, 1999, which report appears in
the December 31, 1999 annual report on Form 10-K of American Classic Voyages Co.
/s/ KPMG LLP
----------------------
KPMG LLP
Chicago, Illinois
February 1, 2000
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Samuel Zell has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 27th day of January, 2000.
/s/ Samuel Zell
-----------------------------------
Samuel Zell
<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Arthur A. Greenberg has made, constituted and appointed, and BY
THESE PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B.
Allen, or either of them, of the City of Chicago, County of Cook, State of
Illinois, true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place
and stead to sign and execute in any and all capacities that certain
Registration Statement on Form S-8 (and all amendments thereto), including all
exhibits thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
giving and granting unto Philip C. Calian and Jordan B. Allen, or either of
them, said Attorney(s)-in-Fact, full power and authority to do and perform each
and every act and thing whatsoever, requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that said
Attorney(s)-in-Fact or designated substitutes shall lawfully do or cause to be
done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 27th day of January, 2000.
/s/ Arthur A. Greenberg
-----------------------------------
Arthur A. Greenberg
<PAGE> 1
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Mark Slezak has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 27th day of January, 2000.
/s/ Mark Slezak
-----------------------------------
Mark Slezak
<PAGE> 1
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Jerry R. Jacob has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 26th day of January, 2000.
/s/ Jerry R. Jacob
-----------------------------------
Jerry R. Jacob
<PAGE> 1
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Joseph P. Sullivan has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 31st day of January, 2000.
/s/ Joseph P. Sullivan
-----------------------------------
Joseph P. Sullivan
<PAGE> 1
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Emanuel L. Rouvelas has made, constituted and appointed, and BY
THESE PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B.
Allen, or either of them, of the City of Chicago, County of Cook, State of
Illinois, true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place
and stead to sign and execute in any and all capacities that certain
Registration Statement on Form S-8 (and all amendments thereto), including all
exhibits thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
giving and granting unto Philip C. Calian and Jordan B. Allen, or either of
them, said Attorney(s)-in-Fact, full power and authority to do and perform each
and every act and thing whatsoever, requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that said
Attorney(s)-in-Fact or designated substitutes shall lawfully do or cause to be
done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 27th day of January, 2000.
/s/ Emanuel L. Rouvelas
-----------------------------------
Emanuel L. Rouvelas
<PAGE> 1
Exhibit 24.7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Jeffrey N. Watanabe has made, constituted and appointed, and BY
THESE PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B.
Allen, or either of them, of the City of Chicago, County of Cook, State of
Illinois, true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place
and stead to sign and execute in any and all capacities that certain
Registration Statement on Form S-8 (and all amendments thereto), including all
exhibits thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
giving and granting unto Philip C. Calian and Jordan B. Allen, or either of
them, said Attorney(s)-in-Fact, full power and authority to do and perform each
and every act and thing whatsoever, requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that said
Attorney(s)-in-Fact or designated substitutes shall lawfully do or cause to be
done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 26th day of January, 2000.
/s/ Jeffrey N. Watanabe
-----------------------------------
Jeffrey N. Watanabe
<PAGE> 1
Exhibit 24.8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That John R. Berry has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 28th day of January, 2000.
/s/ John R. Berry
-----------------------------------
John R. Berry
<PAGE> 1
Exhibit 24.9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Bradbury Dyer, III has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 26th day of January, 2000.
/s/ Bradbury Dyer, III
-----------------------------------
Bradbury Dyer, III
<PAGE> 1
Exhibit 24.10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That Laurence S. Geller has made, constituted and appointed, and BY THESE
PRESENTS does make, constitute and appoint Philip C. Calian and Jordan B. Allen,
or either of them, of the City of Chicago, County of Cook, State of Illinois,
true and lawful ATTORNEY(S)-IN-FACT for himself and in his name, place and stead
to sign and execute in any and all capacities that certain Registration
Statement on Form S-8 (and all amendments thereto), including all exhibits
thereto, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, giving and
granting unto Philip C. Calian and Jordan B. Allen, or either of them, said
Attorney(s)-in-Fact, full power and authority to do and perform each and every
act and thing whatsoever, requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney(s)-in-Fact or
designated substitutes shall lawfully do or cause to be done by virtue hereof.
Notwithstanding any other provision of this Power of Attorney to the
contrary, the power granted to said Philip C. Calian and Jordan B. Allen shall
not include the power to negotiate checks.
IN TESTIMONY WHEREOF, the undersigned has hereunto set his hand and
seal this 26th day of January, 2000.
/s/ Laurence S. Geller
-----------------------------------
Laurence S. Geller
