SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
________________________________
Viskase Companies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-2677354
- -------------------------------- ---------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6855 W. 65th Street
Chicago, Illinois 60638
----------------------------------------
(Address of Principal Executive Offices)
Viskase Companies, Inc.
1999 Parallel Nonqualified Savings Plan
As Amended and Restated
---------------------------------------
(Full Title of the Plan)
Kimberly K. Duttlinger Copies to:
Associate General Counsel J. Craig Walker
Viskase Companies, Inc. Bell, Boyd & Lloyd
6855 W. 65th Street Three First National Plaza
Chicago, Illinois 60638 Chicago, Illinois 60602
(708) 496-4200 (312) 372-1121
(Name, Address and Telephone Number of Agents for Service)
________________________________
CALCULATION OF REGISTRATION FEE
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of Securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share offering price registration fee
- ---------------------------- ----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 1,000,000 shares $ (1) $ (1) $420.75
Common Stock Purchase Rights 1,000,000 --(2) --(2) --(2)
<FN>
===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration
fee and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act
of 1933, based upon the average of the bid and ask prices of the Common
Stock of the Registrant on The OTC Bulletin Board on March 28, 2000.
(2) Rights are initially carried and traded with the Common Stock of
the Registrant. Value attributable to such rights, if any, is reflected
in the market price of the Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We, Viskase Companies, Inc. (the "Company"), are filing this
Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register shares of our common
stock, par value $.01 per share.
We incorporate by reference the following documents in this
Registration Statement:
(a) The Company's annual report on Form 10-K for the fiscal
year ended December 31, 1998 (File No. 0-5485);
(b) The Company's quarterly reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999 (File No. 0-5485);
(c) The Company's current reports on Form 8-K dated February
4, 1999, May 13, 1999, July 6, 1999, January 17, 2000 and
February 23, 2000 (File No. 0-5485);
(d) The description of the Company's common stock set forth
under the caption "Description of Capital Stock -- Common
Stock", which is contained in the Registration Statement on
Form 8-A filed with the Commission on November 12, 1993 under
the Exchange Act, including any subsequent amendment or any
report filed for the purpose of updating such description
(File No. 0-5485); and
(e) The description of the Company's common stock purchase
rights, which is contained in the Registration Statement filed
with the Commission on June 26, 1996 under the Exchange Act,
including any subsequent amendment or any report filed for the
purpose of updating such description (File No. 0-5485).
Incorporation by reference means that we are making the
documents listed above a part of this Registration Statement by
referring to them and declaring that you should consider them to be
part of this Registration Statement as if they were fully copied in
this Registration Statement. We also incorporate by reference all
documents we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, before we file a
post-effective amendment to indicate that all shares of common
stock offered by this Registration Statement have been sold or to
deregister all the shares then remaining unsold. For purposes of
this Registration Statement, you should consider any statement
contained in a document incorporated by reference in this
Registration Statement to be modified or superseded to the extent
that a statement contained in this Registration Statement or in any
other subsequently filed document which also is incorporated by
reference in this Registration Statement modifies or replaces such
statement. You should not consider any statement so modified or
superseded, except as so modified or superseded, to be a part of
this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of
Incorporation, as amended, provides that, in accordance with
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), a director of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payment of dividends under Section
174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. It further provides
that if the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then
the liability of a director of the Company will be eliminated or
limited to the fullest extent permitted by the DGCL as so amended.
The Company's Amended and Restated Certificate of
Incorporation, as amended, provides indemnification for directors
or officers to the fullest extent permitted by the DGCL. The
Company's By-laws permit the Company to insure its directors,
officers, employees or agents against certain liabilities without
regard to whether they may be indemnified under Delaware law.
Reference is made to Section 145 of the DGCL which provides
for indemnification of directors and officers in certain
circumstances. Section 145 of the DGCL provides for
indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than
derivative actions which are by or in the right of the corporation)
if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
illegal. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorney's fees) incurred in connection with
defense or settlement of such an action and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action referred to above or in defense of any claim,
issue or matter therein, such representative shall be indemnified
against expenses (including attorney's fees) actually and
reasonably incurred in connection therewith.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index.
Item 9. Undertakings.
(a) The Company 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
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 Commission 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;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
-------- -------
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) 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.
(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) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company'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 this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
---- ----
thereof.
(c)-(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(i)-(j) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 March 29, 2000.
VISKASE COMPANIES, INC.
By /s/ F. Edward Gustafson
--------------------------
F. Edward Gustafson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each person
whose signature appears below hereby appoints Kimberly K.
Duttlinger his or her true and lawful attorney-in-fact, with power
to act with or without the other and with full power of
substitution and resubstitution, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue thereof.
/s/ F. Edward Gustafson )
- ----------------------- )
F. Edward Gustafson Chairman, Chief Executive ) March 29, 2000
Officer and President )
(Principal Executive )
Officer) )
)
)
/s/ Gordon S. Donovan )
- ----------------------- )
Gordon S. Donovan Vice President, Chief ) March 29, 2000
Financial Officer, )
Treasurer and )
Assistant Secretary )
(Principal Financial and )
Accounting Officer) )
)
)
/s/ Robert N. Dangremond )
- ------------------------ )
Robert N. Dangremond Director ) March 29, 2000
)
)
/s/ Avram A. Glazer )
- ----------------------- )
Avram A. Glazer Director ) March 29, 2000
)
)
/s/ Malcolm I. Glazer )
- ----------------------- )
Malcolm I. Glazer Director ) March 29, 2000
)
)
/s/ Gregory R. Page )
- -----------------------
Gregory R. Page Director ) March 29, 2000
)
)
(Being the principal executive officer, the principal financial and
accounting officer and a majority of the directors of Viskase
Companies, Inc.)
<PAGE>
Exhibit Index
The following are filed as part of this Registration
Statement.
Exhibit Number Description of Document
-------------- -----------------------
4.1 Amended and Restated Certificate of
Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to Form 8-K
filed under the Exchange Act, File No. 0-5485).
4.2 By-laws of the Company (incorporated by
reference to Exhibit 3.1 to Form 8-K filed
under the Exchange Act, File No. 0-5485).
4.3 Rights Agreement dated as of June 26, 1996
between the Company and Harris Trust and
Savings Bank, as rights agent, together with
the specimen certificate representing common
stock purchase rights attached as Exhibit A
thereto (incorporated herein by reference to
Exhibit 1 of the Company's Registration
Statement on Form 8-A filed under the Exchange
Act, File No. 0-5485).
4.4 Viskase Companies, Inc. 1999 Parallel Non-
Qualified Savings Plan (incorporated herein by
reference to Exhibit 10.35 to Form 10-Q for the
fiscal quarter ended June 27, 1991 filed August
12, 1991).
4.5 * Amendment to Viskase Companies, Inc. 1999
Parallel Nonqualified Savings Plan.
5 * Opinion of Kimberly K. Duttlinger.
23.1 * Consent of PricewaterhouseCoopers LLP.
23.2 * Consent of Kimberly K. Duttlinger (included in
Exhibit 5).
24 * Powers of Attorney (reference is made to the
Signatures section of this Registration
Statement for the Power of Attorney contained
therein).
- ------------------------------
* Filed herewith.
</TABLE>
EXHIBIT 5.0
March 29, 2000
Viskase Companies, Inc.
6855 W. 65th Street
Chicago, Illinois 60638
Re: Viskase Companies, Inc. 1,000,000 Shares of Common Stock,
par value $.01 pr share
---------------------------------------------------------
This opinion of counsel is provided in my capacity as Associate
General Counsel of Viskase Companies, Inc. ("Viskase"), a Delaware
corporation.
I refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Viskase with the Securities
and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 1,000,000
shares of common stock, par value $.01 per share (the "Shares"), of
Viskase, together with 1,000,000 common stock purchase rights (the
"Rights") associated therewith, to be issued under the 1999 Parallel
Nonqualified Savings Plan (the "Plan"). The terms of the Rights are
set forth in the Rights Agreement dated as of June 26, 1996 (the
"Rights Agreement") between the Company and Harris Trust and Savings
Bank, as Rights Agent.
I am familiar with the corporate proceedings to date with respect
to the proposed issuance and sale of the Shares and the Rights and
have examined such records, documents and questions of law, and
satisfied myself as to such matters of fact, as I have considered
relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
Viskase is duly incorporated and validly existing in good
standing under the laws of the State of Delaware.
All Shares as may be issued in accordance with the terms of the
Plan will, upon such issuance, be validly issued, fully paid
and non-assessable shares of Viskase.
The Rights associated with the Shares referred to in paragraph 2
will be legally issued when (i) such Rights have been duly
issued in accordance with the terms of the Rights Agreement
and (ii) the associated Shares have been duly issued and
paid for as set forth in paragraph 2.
The opinion is limited to the General Corporation Law of the
State of Delaware and the laws of the United States of America. I do
not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the issuance and
sale of the Shares.
I hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to all references to myself included in
or made a part of the Registration Statement. In giving this consent,
I do not admit that I am within the category of persons whose consent
is required by Section 7 of the Securities Act of 1933.
Sincerely yours,
/s/ Kimberly K. Duttlinger
- ----------------------------
Kimberly K. Duttlinger
Associate General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Viskase Companies, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 15, 1999 except as to
the information presented in Note 25, for which the date is June 15,
1999 relating to the financial statements and financial statement
schedules of Viskase Companies, Inc., and our report dated April 15,
1999 except for the information presented in Note 18, for which the date
is June 15, 1999 relating to the financial statements and financial
schedules of Viskase Holding Corporation, which appears in Viskase
Companies, Inc.'s Annual Report on Form 10-k for the year ended December
31, 1998.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 29, 2000
EXHIBIT 4.5
AMENDMENT TO VISKASE COMPANIES, INC.
PARALLEL NONQUALIFIED SAVINGS PLAN
The Viskase Companies, Inc. Parallel Nonqualified Savings Plan (the
"Plan") was originally established by Viskase Companies, Inc. (the
"Company"), under its prior name of Envirodyne Industries, Inc.,
effective January 1, 1987. The Plan permits certain key executives of
the Company to elect to defer a portion of their compensation, and to
receive additional employer contributions, in excess of the amounts
permitted under the Company's tax qualified retirement plan.
Each executive who participates in the Plan has an Employee
Contribution Account and a Supplemental Benefit Account, to which
amounts of deferred compensation and additional employer contributions,
respectively, are credited. Under the current terms of the Plan, each
such account is credited with earnings at the rates specified under the
Plan.
Pursuant to a resolution adopted by the Board of Directors of the
Company and approved by the stockholders at the annual meeting held July
29, 1999, participants in the Plan shall be permitted to have the return
on a portion of their Plan accounts determined as if such portion had
been invested in the Common Stock of the Company, in lieu of being
credited with earnings at the rate provided in the Plan. In addition,
the resolution authorized the creation of the Viskase Stock Fund, in the
form of a grantor trust of the type commonly known as a "rabbi trust",
to which the Company will issue up to 1,000,000 shares of Common Stock,
which will be used to measure the return on the portion of accounts
deemed to be invested in Common Stock, and as a source of distributions
to participants upon their termination of employment.
In order to reflect the foregoing, and in accordance with the
authority reserved by the Board of Directors pursuant to Section 5.01 of
the Plan, the Plan is hereby amended as follows:
1. Article I of the Plan is amended by inserting the following
definition immediately following the definition of "Plan Year":
"STOCK FUND means the Viskase Stock Fund established
pursuant to Section 5.05A."
2. Section 3.03 is amended by the addition of a new subsection
(c) to read as follows:
"(c) In lieu of the provisions of subsections
(a) and (b), a Participant may elect, subject to the
limitations set forth below, to have all or a portion
of his Supplemental Benefit Account or his Employee
Contribution Account, or both, adjusted to reflect the
earnings, gains, and losses that would have been credited
or debited thereto had such portion been invested in
the Stock Fund. If a Participant so elects, a separate
subaccount of his Supplemental Benefit Account or
Employee Contribution Account, or both, shall be
established, which shall be credited with the portion
of the Participant's accounts specified by the Participant,
and shall thereafter be credited with the percentage
elected by the Participant of all new contributions
pursuant to Section 3.02. Amounts credited to such
subaccount shall be treated as invested in Common Stock
of the Company at the fair market value of such Common
Stock on the date credited to the subaccount, and
thereafter shall be adjusted as if actually invested in
such number of shares of Common Stock. Participants
may also be permitted to transfer amounts into and out of
such subaccounts from time to time. The Committee shall
establish rules, procedures and limitations governing the
treatment of the portion of Participants' accounts deemed
to be invested in the Stock Fund, which may limit or restrict
the ability of Participants to change elections and to
transfer amounts into and out of the Stock Fund; provided,
however, that in no event shall the aggregate portion of all
Participants' accounts deemed to be invested in the Stock Fund
exceed the amount of Common Stock actually authorized for
issuance the Stock Fund pursuant to Section 5.05A (and any
excess amount, allocated among all Participants in the
manner prescribed by the Committee, shall be subject to
subsections (a) and (b)); and provided further, that in no
event shall any Participant's election be applied
retroactively to effect the adjustment of his account prior to
the date that such election is received by the Company."
3. A new Section 3.07 is added following Section 3.06, to read
as follows:
"3.07 DISTRIBUTIONS OF STOCK
To the extent that a portion of the Participant's
Supplemental Benefit Account or Employee Contribution
Account, or both, is allocated to a subaccount treated
as invested in the Stock Fund pursuant to Section 3.03(c)
at the time a distribution is to be made pursuant to either
Section 3.05 or 3.06, there shall be distributed to such
Participant or his Beneficiary, unless the Committee
otherwise determines, a number of shares of Common Stock
equal to the number of whole shares deemed to be held in
such subaccount or subaccounts, and cash equal to any
fractional shares."
4. A new Section 5.05A is added following Section 5.05, to read as
follows:
"5.05A STOCK FUND
The Company, as grantor, shall establish a grantor trust
of the type commonly known as a "rabbi trust", which shall be
known as the Viskase Stock Fund (the "Stock Fund"). The
Company shall appoint a trustee of the Stock Fund, and shall
have the authority to remove and replace the trustee from time
to time, and to enter into a trust agreement with such trustee
and amend such agreement from time to time, all on such terms
as the Committee shall determine. The Company shall transfer
shares of Common Stock to the Stock Fund at such time as
Participants elect to have a portion of their accounts
adjusted as if they were invested in the Stock Fund pursuant
to Section 3.03(c). All dividends paid on stock held in the
Stock Fund shall be reinvested in Common Stock. If at any
time a distribution of Common Stock is to be made to a
Participant or his Beneficiary pursuant to Section 3.07, such
Common Stock may be distributed out of the Stock Fund, which
shall satisfy the Company's obligation pursuant to Section
3.07 to the extent of such distribution. In the event the
Company elects to distribute shares of Common Stock directly
to such Participant or Beneficiary, or to distribute cash in
lieu of shares of Common Stock (other than in lieu of
fractional shares), the same number of shares shall be
returned from the Stock Fund to the Company. In no event
shall the Company be obligated to transfer more than 1,000,000
shares (adjusted appropriately by the Committee in the event
of any recapitalization, stock split, stock dividend, or
similar transaction) to the Stock Fund, reduced by any shares
returned as described in the preceding sentence. Anything
else contained herein to the contrary notwithstanding, the
Stock Fund shall be subject to the provisions of Section 5.05.
The Company shall be the owner of the shares of Common
Stock held in the Stock Fund (which shall be subject to the
claims of the Company's creditors), and any voting rights
shall be exercised by the trustee, subject to the direction of
the Company to the extent provided by the trust agreement.
The failure of the Company to establish the Stock Fund or to
transfer shares of Common Stock to it shall not affect the
obligations of the Company under this Plan, and, in the
absence of the Stock Fund, the accounts of Participants who
elect to have their accounts adjusted as provided under
Section3.03(c) shall be adjusted as if the Stock Fund had been
established, as determined by the Committee on an equitable
basis."
5. The provisions of this amendment are effective July 29, 1999.
Except as otherwise specifically provided herein, all provisions of the
Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
as of July 29, 1999.
VISKASE COMPANIES, INC.
By: ________________________
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kimberly K. Duttlinger his/her
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her and in his/her name, place,
and stead, in any and all capacities, to sign any and all pre- or post-
effective amendments to this Registration Statement, and to file the
same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or their, his/her substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
- ---------------------------- ------------------ ---------------
/s/ F. Edward Gustafson Chairman, Chief Executive March 29, 2000
- ----------------------- Officer and President
F. Edward Gustafson (Principal Executive
Officer)
/s/ Gordon S. Donovan Vice President, Chief March 29, 2000
- ----------------------- Financial Officer,
Gordon S. Donovan Treasurer and Assistant
Secretary
(Principal Financial and
Accounting Officer)
/s/ Robert N. Dangremond Director March 29, 2000
- ------------------------
Robert N. Dangremond
/s/ Avram A. Glazer Director March 29, 2000
- ------------------------
Avram A. Glazer
/s/ Malcolm I. Glazer Director March 29, 2000
- ------------------------
Malcolm I. Glazer
/s/ Gregory R. Page Director March 29, 2000
- ------------------------
Gregory R. Page
