As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333-75325
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST EFFECTIVE AMENDMENT NO.1
TO FORM S-4
ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
International Paper Company
(Exact Name of Registrant as specified in its charter)
New York ____ 13-0872805
(State of incorporation) (I.R.S. Employer
dentification No.)
Two Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices)
---------------------------
Union Camp Corporation Salaried Employees Savings and Investment Plan
Union Camp Corporation Franklin Employee Investment Plan
Union Camp Corporation Savannah Employee Investment Plan
Union Camp Corporation Prattville Employee Investment Plan
Union Camp Corporation Employees Investment Plan
Union Camp Corporation Employees Savings and Investment Plan
Puerto Rico Container Company Employees' Savings Plan
Bush Boake Allen Inc. Employees Savings and Investment Plan
(Full title of Plans)
---------------------------
James W. Guedry, Esq.
Vice President and Secretary
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1500
(Name, address and telephone number,
including area code of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,955,219 Shares (2) $56.531 (1) 24,647,516 (1) $6,852 (1) (2)
par value $1.00 per share ..
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), on the basis of the average of the high
and low prices of the Registrant's common stock as quoted on the New York
Stock Exchange Composite Tape on April 28, 1999 a date within five
business days prior to the date of filing of this registration statement.
(2) The registrant previously paid $409,445.53 upon the initial filing of the
registration statement to register 120,817,082 shares of common stock
issuable to the stockholders of Union Camp Corporation, including the
2,519,219 shares of common stock which may be issued pursuant to the
Union Camp Corporation Salaried Employees Savings and Investment Plan,
Union Camp Corporation Franklin Employee
<PAGE>
Investment Plan, Union Camp Corporation Savannah Employee Investment
Plan, Union Camp Corporation Prattville Employee Investment Plan, Union
Camp Corporation Employees Investment Plan, Union Camp Corporation
Employees Savings and Investment Plan, Puerto Rico Container Company
Employees' Savings Plan and Bush Boake Allen Inc. Employees Savings and
Investment Plan (collectively, the "Plans"). Accordingly, the Registrant
has calculated the fee pursuant to Section 6(b) of the Securities Act of
1933 based on the 436,000 additional shares being registered that are
reserved for issuance under the Plans. See "Purpose of Amendment."
2
<PAGE>
PURPOSE OF AMENDMENT
The purpose of this Post Effective Amendment No. 1 is to register on
Form S-8 2,519,219 shares of common stock, par value $1.00 per share, of
International Paper Company, a New York corporation (the "Registrant")
previously registered on Form S-4 (Registration No. 333-75235) and 436,000
additional shares for issuance under the Union Camp Corporation Salaried
Employees Savings and Investment Plan (the "Salaried Employees Plan"), Union
Camp Corporation Franklin Employee Investment Plan (the "Franklin Plan"),
Union Camp Corporation Savannah Employee Investment Plan (the "Savannah
Plan"), Union Camp Corporation Prattville Employee Investment Plan (the
"Prattville Plan"), Union Camp Corporation Employees Investment Plan (the
"Employees Investment Plan"), Union Camp Corporation Employees Savings and
Investment Plan (the "Employees Savings and Investment Plan"), Puerto Rico
Container Company Employees' Savings Plan (the "Puerto Rico Plan") and Bush
Boake Allen Inc. Employees Savings and Investment Plan (the BBA Plan" and,
collectively, the "Plans"), pursuant to the terms and conditions of the
Agreement and Plan of Merger dated as of November 4, 1998 between Union Camp
Corporation ("UCC"), the Registrant and Maple Acquisition, Inc. ("MergerSub"),
which provided for the merger of MergerSub with and into UCC. The shares of
common stock registered in respect of UCC Plans are as follows: the Salaried
Employees Plan - 1,819,141 (1,619,141 shares previously registered on Form S-4
and 200,000 additional shares); the Franklin Plan - 267,742 (207,742 shares
previously registered on Form S-4 and 60,000 additional shares); the Savannah
Plan - 275,556 (215,556 shares previously registered on Form S-4 and 60,000
additional shares); the Prattville Plan - 93,783 (68,783 shares previously
registered on Form S-4 and 25,000 additional shares); the Employees Investment
Plan - 280,019 (220,019 shares previously registered on Form S-4 and 60,000
additional shares); the Employees Savings and Investment Plan - 147,496
(122,496 shares previously registered on Form S-4 and 25,000 additional
shares); the Puerto Rico Plan - 6,165 (3,665 shares previously registered on
Form S-4 and 2,500 additional shares) and the BBA Plan - 65,317 (61,817 shares
previously registered on Form S-4 and 3,500 additional shares).
PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The documents containing the information required to be provided to
participants pursuant to this Item will be sent or given to the participants
of the Plans as specified by Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the registrant,
International Paper Company, a New York corporation (the "Registrant"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1998;
(3) The Registrant's Current Reports on Form 8-K filed January 5,
1999 and March 10, 1999; and
(4) The description of the Registrant's capital stock which is
contained in the Registrant's registration statement on Form 8-A,
dated July 20, 1976, as amended.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the shares of
Common Stock registered hereby have been passed upon by James W. Guedry, Vice
President and Secretary of the Registrant. Mr. Guedry does not own a material
or significant amount of the outstanding shares of Common Stock. He
participates in the Registrant's Stock Option Plan and in its Salaried Savings
Plan, having an interest in a fund under that plan which invests in the
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law ("NYBCL")
provides that, in addition to indemnification provided in Article 7 of the
NYBCL, a corporation may indemnify a director or the officer by a provision
contained in its certificate of incorporation or by-laws or by a duly
authorized resolution of its shareholders or directors or by agreement,
provided that no indemnification may be made to or on behalf of any director
or officer if a judgment or other final adjudication adverse to the director
or officer establishes that his acts
4
<PAGE>
were committed in bad faith or were the result of active and deliberate
dishonesty and material to the cause of action, or that such director or
officer personally gained in fact a financial profit or other advantage to
which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify
a director or officer made, or threatened to be made, a party to any action
other than a derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result of such action, if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition, has no reasonable cause to believe that his
conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify
a director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually
and necessarily incurred by him in connection with the defense or settlement
of such action or in connection with an appeal therein if such director or
officer acted, in good faith, for a purpose which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in
which the director or officer has been successful, whether on the merits or
otherwise, in defending an action. In the event that the director or officer
has not been successful or the action is settled, indemnification must be
authorized by the appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a
director or officer, indemnification may be awarded by a court to the extent
authorized under Section 722 and 723 of the NYBCL contains certain other
miscellaneous provisions affecting the indemnification of directors and
officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
section, (2) directors and officers in instances in which they may be
indemnified by a corporation under such section, and (3) directors and
officers in instances in which they may not otherwise be indemnified by a
corporation under such section, provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for
co-insurance.
Article VII of the Restated Certificate of Incorporation of the
Registrant provides in part as follows:
"Each Director of the Corporation shall be indemnified by the
Corporation against expenses actually and necessarily incurred
by him in connection with the defense of any action, suit or
proceeding in which he is made a party by reason of his being
or having been a Director of the Corporation, except in
relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for negligence or
misconduct in the performance of his duties as such Director,
provided that such right of indemnification shall not be deemed
exclusive of any other rights to which a Director of the
Corporation may be entitled, under any by-law, agreement, vote
of stockholders or otherwise."
5
<PAGE>
Article IX of the By-laws, as amended, of the Registrant provides as
follows:
"The Corporation shall indemnify each Officer or Director who
is made, or threatened to be made, a party to any action by
reason of the fact that he or she is or was an Officer or
Director of the Corporation, or is or was serving at the
request of the Corporation in any capacity for the Corporation
or any other enterprise, to the fullest extent permitted by
applicable law. The Corporation may, so far as permitted by
law, enter into an agreement to indemnify and advance expenses
to any Officer or Director who is made, or threatened to be
made, a party to any such action."
The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 727 of the NYBCL and has
entered into indemnity agreements with its directors and certain officers
providing indemnification in addition to that provided under the NYBCL as
permitted by Section 721 of the NYBCL.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion of James W. Guedry, Vice President and Secretary of the
Registrant, regarding the legality of the securities being
registered.
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of James W. Guedry (included in Exhibit 5.1)
24.1 Power of Attorney
ITEM 9. REQUIRED UNDERTAKINGS
(a) 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
1933 Act;
(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, represents a fundamental change in the information set forth
in this registration statement; and
(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 registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
6
<PAGE>
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 the
registration statement.
(2) That, for the purpose of determining any liability under the 1933
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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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) Insofar as indemnification for liabilities arising under the 1933 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
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.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the registrant has duly
caused this registration statement on form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Purchase, State of
New York, on this 1st day of May, 1999.
INTERNATIONAL PAPER COMPANY
By: /s/ JAMES W. GUEDRY
----------------------------------
James W. Guedry
Secretary
Pursuant to the requirements of the 1933 Act, this registration
statement has been signed by the following persons in the capacities and on the
9th day of March, 1999.
Signature Title
- --------- -----
/s/ JOHN T. DILLON*
- ----------------------------- Director and Chairman
John T. Dillon of the Board
(Chief Executive Officer)
/s/ C. WESLEY SMITH*
- ----------------------------- Executive Vice President and
C. Wesley Smith Director
/s/ PETER I. BIJUR*
- ----------------------------- Director
Peter I. Bijur
/s/ ROBERT J. EATON*
- ----------------------------- Director
Robert J. Eaton
/s/ JOHN A. GEORGES*
- ----------------------------- Director
John A. Georges
/s/ JAMES A. HENDERSON*
- ----------------------------- Director
James A. Henderson
/s/ JOHN R. KENNEDY*
- ----------------------------- Director
John R. Kennedy
8
<PAGE>
/s/ DONALD F. MCHENRY
- ----------------------------- Director
Donald F. McHenry
/s/ PATRICK F. NOONAN*
- ----------------------------- Director
Patrick F. Noonan
/s/ JANE C. PFEIFFER*
- ----------------------------- Director
Jane C. Pfeiffer
/s/ CHARLES R. SHOEMATE*
- ----------------------------- Director
Charles R. Shoemate
/s/ MARIANNE M. PARRS*
- ----------------------------- Senior Vice President and
Marianne M. Parrs Chief Financial Officer
/s/ANDREW R. LESSIN*
- ----------------------------- Vice President and Controller
Andrew R. Lessin and Chief Accounting Officer
* By: /s/ JAMES W. GUEDRY*
- --------------------------------------
James W. Guedry, Attorney-in-fact
Pursuant to the requirements of the 1933 Act, the named fiduciary of
Union Camp Corporation Salaried Employees Savings and Investment Plan, Union
Camp Corporation Franklin Employee Investment Plan, Union Camp Corporation
Savannah Employee Investment Plan, Union Camp Corporation Prattville Employee
Investment Plan, Union Camp Corporation Employees Investment Plan, Union Camp
Corporation Employees Savings and Investment Plan and Bush Boake Allen Inc.
Employees Savings and Investment Plan has duly caused this registration
statement on form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Purchase, State of New York, on this 1st day
of May, 1999.
International Paper Company
By: /s/ Robert M. Byrnes
------------------------------
Name: Robert M. Byrnes
Title: Senior Vice President
Human Resources
9
<PAGE>
Pursuant to the requirements of the 1933 Act, the trustee of Puerto
Rico Container Company Employees' Savings Plan has duly caused this
registration statement on form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized in San Juan, Puerto Rico, on this 27th
day of April, 1999.
Banco Santander Puerto Rico
By: /s/ L.C. FERNANDEZ TRINCHET
--------------------------------
Name: L.C. Fernandez Trinchet
Title: Senior Vice President and
Executive Trust Officer
10
<PAGE>
Exhibit
No. Description of Exhibits Page No.
- ------- ----------------------- --------
5.1 Opinion of James W. Guedry, Vice President and
Secretary of the Registrant, regarding the legality
of the securities being registered. 12
23.1 Consent of Arthur Andersen LLP, independent public
accountants. 13
23.2 Consent of James W. Guedry (included in Exhibit 5.1).
24.1 Power of Attorney 14
11
EXHIBIT 5.1
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
April 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
The following opinion is furnished by the undersigned in connection
with the Registration Statement on Form S-8 (the "Registration Statement")
being filed by International Paper Company, a New York corporation (the
"Company") under the Securities Act of 1933, as amended, relating to the
issuance of up to 2,955,219 shares of the Common Stock, par value $1.00 per
share of the Company (the "Shares"), in connection with the Union Camp
Corporation Salaried Employees Savings and Investment Plan, Union Camp
Corporation Franklin Employee Investment Plan, Union Camp Corporation Savannah
Employee Investment Plan, Union Camp Corporation Prattville Employee
Investment Plan, Union Camp Corporation Employees Investment Plan, Union Camp
Corporation Employees Savings and Investment Plan, Puerto Rico Container
Company Employees' Savings Plan and Bush Boake Allen Inc. Employees Savings
and Investment Plan (collectively, the "Plans").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, or such corporate records and other documents,
and have conducted such other investigations of fact and law, as I have deemed
necessary or advisable for purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares
have been duly authorized and, subject to the Registration Statement becoming
effective, when issued in accordance with the terms of the Plans, the Shares
will be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Prospectus forming a
part of the Registration Statement.
Very truly yours,
/s/ James W. Guedry
------------------------
James W. Guedry
12
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
reports dated February 9, 1999 included in International Paper Company's Form
10- K for the year ended December 31, 1998 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
April 28, 1999
13
EXHIBIT 24.1
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND
APPOINTS JAMES W. GUEDRY AND BARBARA L. SMITHERS, AND EACH OF THEM, HIS OR HER
TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS WITH FULL POWER OF SUBSTITUTION
AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD,
AND IN ANY AND ALL CAPACITIES, TO SIGN, EXECUTE AND AFFIX THEIR SEAL THERETO
AND FILE ANY AND ALL FORM S-8 REGISTRATION STATEMENTS FOR VARIOUS PLANS OF
INTERNATIONAL PAPER FOR ITS EMPLOYEES/DIRECTORS AND FORMER UNION CAMP
CORPORATION EMPLOYEES, ON BEHALF OF INTERNATIONAL PAPER COMPANY (THE
"COMPANY"), UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TOGETHER WITH ANY
AND ALL AMENDMENTS THERETO (INCLUDING POST-EFFECTIVE AMENDMENTS) TO SUCH FORM
S-8 REGISTRATION STATEMENTS AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO,
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, AND HEREBY GRANTS TO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH
OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE 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 ANY OF THEM OR HIS, HER OR THEIR
SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSON
IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
- --------- ----- ----
/s/ JOHN T. DILLON*
- ----------------------------- Director and Chairman March 9, 1999
John T. Dillon of the Board
(Chief Executive Officer)
/s/ C. WESLEY SMITH*
- ----------------------------- Executive Vice President and March 9, 1999
C. Wesley Smith Director
/s/ PETER I. BIJUR*
- ----------------------------- Director March 9, 1999
Peter I. Bijur
/s/ ROBERT J. EATON*
- ----------------------------- Director March 9, 1999
Robert J. Eaton
/s/ JOHN A. GEORGES*
- ----------------------------- Director March 9, 1999
John A. Georges
14
<PAGE>
/s/ JAMES A. HENDERSON*
- ----------------------------- Director March 9, 1999
James A. Henderson
/s/ JOHN R. KENNEDY*
- ----------------------------- Director March 9, 1999
John R. Kennedy
- ----------------------------- Director March 9, 1999
Donald F. McHenry
/s/ PATRICK F. NOON*
- ----------------------------- Director March 9, 1999
Patrick F. Noonan
/s/ JANE C. PFEIFFER*
- ----------------------------- Director March 9, 1999
Jane C. Pfeiffer
/s/ CHARLES R. SHOEMATE*
- ----------------------------- Director March 9, 1999
Charles R. Shoemate
/s/ MARIANNE M. PARRS*
- ----------------------------- Senior Vice President and March 9, 1999
Marianne M. Parrs Chief Financial Officer
/s/ANDREW R. LESSIN*
- ----------------------------- Vice President and Controller March 9, 1999
Andrew R. Lessin and Chief Accounting Officer
* By: /s/ JAMES W. GUEDRY
- ----------------------------------------
James W. Guedry, Attorney-in-fact
15
