As filed with the Securities and Exchange Commission on April 21, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
THE FIRST AMERICAN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
California 95-1068610
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
114 East Fifth Street
Santa Ana, California 92701-4699
(Address of Principal Executive Offices)
----------------
THE FIRST AMERICAN FINANCIAL CORPORATION 1996 STOCK OPTION PLAN
(Full title of the plan)
----------------
Mark R Arnesen, Esq. (Copy to)
Secretary Neil W. Rust, Esq.
The First American Financial Corporation White & Case
114 East Fifth Street 633 West Fifth Street
Santa Ana, California 92701 Los Angeles, California 90071
(714) 558-3211 (213) 620-7700
(Name, Address and Telephone
Number of Agent For Service)
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------- ----------------------- -------------------- ------------------- -----------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount Of
Title of Securities To Be Offering Price Offering Registration
To Be Registered Registered (1) Per Share (2) Price (2) Fee (3)
======================================= ======================= ==================== =================== =================
<S> <C> <C> <C> <C>
common shares, $1.00 par value 3,000,000 shares $14.7814 $44,346,000 $12,328.19
======================================= ======================= ==================== =================== =================
(1) In accordance with Rule 429 under the Securities Act of 1933, as
amended (the "Act"), the prospectus included in this Registration
Statement is a combined prospectus which also relates to Registration
Statement No. 333-19065 pursuant to which 5,625,000 common shares have
previously been registered (after accounting for the Registrant's
3-for-2 stock split which occurred on January 15, 1998 and the
Registrant's 3-for-1 stock split which occurred on July 17, 1998 in
accordance with Rule 416 under the Act). A registration fee of
$12,298.86 with respect to such previously registered common shares has
already been paid. This Registration Statement also covers an
indeterminate number of common shares that may be issuable by reason of
stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Act.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) under the Act, based on the
average of the high and low prices of the Common stock registered on
the New York Stock Exchange as of April 16, 1999.
(3) Computed in accordance with Section 6(b) of the Act by multiplying
0.000278 by the proposed maximum aggregate offering price.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby states that the documents listed in (1), (2) and
(3) below are incorporated by reference in this Registration Statement and all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment that
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 part hereof from the date of
filing of such documents.
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
(2) The description of First American's Common shares, $1.00 par value,
contained in its Registration Statement on Form 8-A, dated November
19, 1993, which registers the shares under Section 12(b) of the
Exchange Act.
(3) The description of Rights to Purchase Series A Junior Participating
Preferred Shares, which may be transferred with First American's
Common shares, contained in its Registration Statement on Form 8-A,
dated November 7, 1997, which registers the rights under Section 12(b)
of the Exchange Act.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Subject to certain limitations, Section 317 of the California
Corporations Code provides in part that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the person is or was
an agent (which term includes officers and directors) of the corporation,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.
The California indemnification statute set forth in Section 317 of the
California Corporations Code (noted above) is nonexclusive and allows a
corporation to expand the scope of indemnification provided, whether by
provisions in its Bylaws or by agreement, to the extent authorized in the
corporation's articles.
The Restated Articles of Incorporation of the Registrant provide that:
"The liability of the directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law." The effect
of this provision is to exculpate directors from any liability to the
Registrant, or anyone claiming on the Registrant's behalf, for breaches of the
directors' duty of care. However, the provision does not eliminate or limit the
liability of a director for actions taken in his capacity as an officer. In
addition, the provision applies only to monetary damages and is not intended to
impair the rights of parties suing on behalf of the Registrant to seek equitable
remedies (such as actions to enjoin or rescind a transaction involving a breach
of the directors' duty of care or loyalty).
The Bylaws of the Registrant provide that, subject to certain
qualifications, "(i) The corporation shall indemnify its Officers and Directors
to the fullest extent permitted by law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the corporation is
required to advance expenses to its Officers and Directors as incurred,
including expenses relating to obtaining a determination that such Officers and
Directors are entitled to indemnification, provided that they undertake to repay
the amount advanced if it is ultimately determined that they are not entitled to
indemnification; (iii) an Officer or Director may bring suit against the
corporation if a claim for indemnification is not timely paid; (iv) the
corporation may not retroactively amend this Section 1 in a way which is adverse
to its Officers and Directors; (v) the provisions of subsections (i) through
(iv) above shall apply to all past and present Officers and Directors of the
corporation." "Officer" includes the following officers of the Registrant:
Chairman of the Board, President, Vice President, Secretary, Assistant
Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer and such
other officers as the board shall designate from time to time. "Director" of the
Registrant means any person appointed to serve on the Registrant's board of
directors either by its shareholders or by the remaining board members.
Each of the Registrant's 1996 Stock Option Plan, 1997 Directors' Stock
Plan, 401(k) Savings Plan, Pension Plan, Pension Restoration Plan and Employee
Profit and Stock Ownership Plan (for purposes of this paragraph, each
individually, the "Plan") provides that, subject to certain conditions, the
Registrant may, through the purchase of insurance or otherwise, indemnify each
member of the Board (or board of directors of any Affiliate), each member of the
committee charged with administering the Plan, and any other employees to whom
any responsibility with respect to the Plan is allocated or delegated, from and
against any and all claims, losses, damages, and expenses, including attorneys'
fees, and any liability, including any amounts paid in settlement with the
Registrant's approval, arising from the individual's action or failure to act,
except when the same is judicially determined to be attributable to the gross
negligence or willful misconduct of such person.
The Registrant's Deferred Compensation Plan (for purposes of this
paragraph, the "Plan") provides that, "To the extent permitted by applicable
state law, the Company shall indemnify and save harmless the Committee and each
member thereof, the Board of Directors and any delegate of the Committee who is
an employee of the Company against any and all expenses, liabilities and claims,
including legal fees to defend against such liabilities and claims arising out
of their discharge in good faith of responsibilities under or incident to the
Plan, other than expenses and liabilities arising out of willful misconduct.
This indemnity shall not preclude such further indemnities as may be available
under insurance purchased by the Company or provided by the Company under any
bylaw, agreement or otherwise, as such indemnities are permitted under state
law."
Each of the Registrant's Management Supplemental Benefit Plan and
Executive Supplemental Benefit Plan (for purposes of this paragraph, each
individually, the "Plan") provides that, subject to certain conditions, the
Registrant may, through the purchase of insurance or otherwise, indemnify and
hold harmless, to the extent permitted by law, the members of the Board of
Directors and any other employees to whom any responsibility with respect to the
administration of the Plan has been delegated against any and all costs,
expenses and liabilities (including attorneys fees) incurred by such parties in
performing their duties and responsibilities under the Plan, provided that such
party or parties were not guilty of willful misconduct.
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 foregoing provisions, 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 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 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 of 1933 and will be governed by the final adjudication of such
issue.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1. Description of the Registrant's capital stock in Article Sixth of the
Restated Articles of Incorporation of The First American Financial
Corporation, incorporated by reference to Exhibit 3.1 of the
Registrant's Post-Effective Amendment No. 1 to Registration Statement
on Form S-4 dated July 28, 1998.
4.2. Rights Agreement, incorporated by reference to Exhibit 4 of the
Registrant's Registration Statement on Form 8-A dated November 7,
1997.
4.3. The First American Financial Corporation 1996 Stock Option Plan,
incorporated by reference to Exhibit 4 of the Registrant's
Registration Statement on Form S-8 dated December 31, 1996.
4.4. Amendment No. 1 to The First American Financial Corporation 1996 Stock
Option Plan.
4.5. Amendment No. 2 to The First American Financial Corporation 1996 Stock
Option Plan.
4.6. Amendment No. 3 to The First American Financial Corporation 1996 Stock
Option Plan.
5. Opinion of White & Case LLP regarding legality.
23.1. Consent of PricewaterhouseCoopers.
23.2. Consent of White & Case LLP (contained in Exhibit 5).
24. Power of Attorney.
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;
(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
offered would not exceed that which was registered) and any
deviation from the low and 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 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 the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
(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. Filings Incorporating Subsequent Exchange Act Documents by
Reference. 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 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.
C. Securities and Exchange Commission Position on Indemnification.
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 foregoing provisions, 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.
<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 Santa Ana, State of California, on this 21st day of
April, 1999.
THE FIRST AMERICAN FINANCIAL
CORPORATION
By:/s/ Parker S. Kennedy
------------------------------
Parker S. Kennedy, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: April 21, 1999 By:/s/ D.P. Kennedy
------------------------------
D.P. Kennedy, Chairman and Director
Date: April 21, 1999 By:/s/ Parker S. Kennedy
------------------------------
Parker S. Kennedy, President
and Director
Date: April 21, 1999 By:/s/ Thomas A. Klemens
-----------------------------
Thomas A. Klemens, Executive Vice
President, Chief Financial
Officer, (Principal Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: April 21, 1999 By: /s/ George L. Argyros *
--------------------------------------
George L. Argyros, Director
Date: By:
--------------------------------------
Gary J. Beban, Director
Date: April 21, 1999 By: /s/ J. David Chatham *
--------------------------------------
J. David Chatham, Director
Date: April 21, 1999 By: /s/ William G. Davis *
--------------------------------------
William G. Davis, Director
Date: April 21, 1999 By: /s/ James L. Doti *
--------------------------------------
James L. Doti, Director
Date: April 21, 1999 By: /s/ Lewis W. Douglas, Jr. *
--------------------------------------
Lewis W. Douglas, Jr., Director
Date: April 21, 1999 By: /s/ Paul B. Fay, Jr. *
--------------------------------------
Paul B. Fay, Jr., Director
Date: By:
--------------------------------------
Anthony R. Moiso, Director
Date: By:
--------------------------------------
Frank O'Bryan, Director
Date: April 21, 1999 By: /s/ Roslyn B. Payne *
--------------------------------------
Roslyn B. Payne, Director
Date: By:
--------------------------------------
D. Van Skilling, Director
Date: April 21, 1999 By: /s/ Virginia Ueberroth *
-------------------------------------
Virginia Ueberroth, Director
*By:/s/ Mark R Arnesen
---------------------------
Mark R Arnesen
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1. Description of the Registrant's capital stock in Article Sixth of the
Restated Articles of Incorporation of The First American Financial
Corporation, incorporated by reference to Exhibit 3.1 of the
Registrant's Post-Effective Amendment No. 1 to Registration Statement
on Form S-4 dated July 28, 1998.
4.2. Rights Agreement, incorporated by reference to Exhibit 4 of the
Registrant's Registration Statement on Form 8-A dated November 7,
1997.
4.3. The First American Financial Corporation 1996 Stock Option Plan,
incorporated by reference to Exhibit 4 of the Registrant's
Registration Statement on Form S-8 dated December 31, 1996.
4.4. Amendment No. 1 to The First American Financial Corporation 1996 Stock
Option Plan.
4.5. Amendment No. 2 to The First American Financial Corporation 1996 Stock
Option Plan.
4.6. Amendment No. 3 to The First American Financial Corporation 1996 Stock
Option Plan.
5. Opinion of White & Case LLP regarding legality.
23.1. Consent of PricewaterhouseCoopers.
23.2. Consent of White & Case LLP (contained in Exhibit 5).
24. Power of Attorney.
EXHIBIT 4.4
AMENDMENT NO. 1
TO
THE FIRST AMERICAN FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
This Amendment No. 1 to The First American Financial Corporation 1996
Stock Option Plan (the "Plan") was adopted by the board of directors of The
First American Financial Corporation (the "Company") on February 26, 1998, and
is effective as of January 1, 1998.
Section 5.1 of the Plan is amended to read in full as follows:
"Number. Subject to the provisions of Section 5.3, the number of
shares of Stock subject to Options under the Plan may not exceed
1,875,000 shares. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury Stock or authorized but
unissued Stock, not reserved for any other purpose."
IN WITNESS WHEREOF, the Company's duly authorized officers have
executed this amendment at Santa Ana, California, on February 26, 1998.
THE FIRST AMERICAN FINANCIAL CORPORATION
By: /s/Parker S. Kennedy
-------------------------
Parker S. Kennedy, President
By: /s/Mark R Arnesen
-------------------------
Mark R Arnesen, Secretary
EXHIBIT 4.5
AMENDMENT NO. 2
TO
THE FIRST AMERICAN FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
This Amendment No. 2 to The First American Financial Corporation 1996
Stock Option Plan (the "Plan") was adopted by the board of directors of The
First American Financial Corporation (the "Company") on February 26, 1998, was
approved by the shareholders of the Company on April 23, 1998, and is effective
as of the latter date.
Section 5.1 of the Plan is amended to read in full as follows:
"Number. Subject to the provisions of Section 5.3, the number of
shares of Stock subject to Options under the Plan may not exceed
2,875,000 shares. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury Stock or authorized but
unissued Stock, not reserved for any other purpose."
IN WITNESS WHEREOF, the Company's duly authorized officers have
executed this amendment at Santa Ana, California, on June 22, 1998.
THE FIRST AMERICAN FINANCIAL CORPORATION
By: /s/Parker S. Kennedy
-------------------------
Parker S. Kennedy, President
By: /s/Mark R Arnesen
-------------------------
Mark R Arnesen, Secretary
EXHIBIT 4.6
AMENDMENT NO. 3
TO
THE FIRST AMERICAN FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
This Amendment No. 3 to The First American Financial Corporation 1996
Stock Option Plan (the "Plan") was adopted by the board of directors of The
First American Financial Corporation (the "Company") on June 25, 1998, and is
effective as of July 7, 1998.
Section 5.1 of the Plan is amended to read in full as follows:
"Number. Subject to the provisions of Section 5.3, the number of
shares of Stock subject to Options under the Plan may not exceed
8,625,000 shares. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury Stock or authorized but
unissued Stock, not reserved for any other purpose."
IN WITNESS WHEREOF, the Company's duly authorized officers have
executed this amendment at Santa Ana, California, on July 7, 1998.
THE FIRST AMERICAN FINANCIAL CORPORATION
By: /s/Parker S. Kennedy
-------------------------
Parker S. Kennedy, President
By: /s/Mark R Arnesen
-------------------------
Mark R Arnesen, Secretary
EXHIBIT 5
[LETTERHEAD OF WHITE & CASE LLP]
April 21, 1999
The First American Financial Corporation
114 East Fifth Street
Santa Ana, CA 92701
Ladies and Gentlemen:
We have acted as counsel to The First American Financial Corporation,
a California corporation (the "Company"), and are familiar with the proceedings
and documents relating to the proposed registration by the Company, through a
Registration Statement on Form S-8 (the "Registration Statement"), to be filed
by the Company with the Securities and Exchange Commission, of 3,000,000 Common
shares, $1.00 par value, of the Company and an equal number of Rights to
purchase $1.00 par value Series A Junior Participating Preferred Shares
(collectively, the "Shares").
For the purposes of rendering this opinion, we have examined originals
or photostatic copies of certified copies of such corporate records, agreements
and other documents of the Company as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms and conditions set forth in the
Registration Statement, will be duly authorized, validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
heading "Legal Matters" in the proxy statement/prospectus which is a part of the
Registration Statement.
Very truly yours,
/s/ White & Case LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-8 of The First
American Financial Corporation of our report dated February 9, 1999, appearing
on page 24 of The First American Financial Corporation's Annual Report on Form
10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Costa Mesa, California
April 20, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of The
First American Financial Corporation, a California corporation (the
"Corporation"), hereby constitute and appoint Parker S. Kennedy and Mark R
Arnesen, and each of them, the true and lawful agents and attorneys-in-fact of
the undersigned, with full power and authority in said agents and
attorneys-in-fact, and in either or both of them, to sign for the undersigned
and in their respective names as directors of the Corporation the Registration
Statement on Form S-8 to be filed with the United States Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as amended, and
any amendment or amendments to such Registration Statement, relating to the
Common shares, par value $1.00 per share, of the Corporation to be offered
thereunder, and the undersigned ratify and confirm all acts taken by such agents
and attorneys-in-fact, or either or both of them, as herein authorized. This
Power of Attorney may be executed in one or more counterparts.
Date: Feburary 25, 1999 By: /s/ George L. Argyros
---------------------
George L. Argyros, Director
Date: By:
---------------------
Gary J. Beban, Director
Date: Feburary 25, 1999 By:/s/ J. David Chatham
----------------------
J. David Chatham, Director
Date: Feburary 25, 1999 By: /s/ William G. Davis
---------------------
William G. Davis, Director
Date: Feburary 25, 1999 By: /s/ James L. Doti
---------------------
James L. Doti, Director
Date: Feburary 25, 1999 By: /s/ Lewis W. Douglas, Jr.
---------------------
Lewis W. Douglas, Jr., Director
Date: Feburary 25, 1999 By: /s/ Paul B. Fay, Jr.
---------------------
Paul B. Fay, Jr., Director
Date: By:
---------------------
Anthony R. Moiso, Director
Date: By:
---------------------
Frank O'Bryan, Director
Date: Feburary 25, 1999 By: /s/ Roslyn B. Payne
---------------------
Roslyn B. Payne, Director
Date: By:
---------------------
D. Van Skilling, Director
Date: Feburary 25, 1999 By: /s/ Virginia Ueberroth
----------------------
Virginia Ueberroth, Director
