<PAGE> 1
As filed with the Securities and Exchange Commission on December 14, 2000
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
(727) 573-3800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------------
FLORIDA NO. 59-1517485
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
---------------------------
JEFFREY P. JULIEN
SENIOR VICE PRESIDENT - FINANCE
RAYMOND JAMES FINANCIAL, INC.
880 CARILLON PARKWAY, ST. PETERSBURG, FLORIDA 33716
(727) 573-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
FRANK N. FLEISCHER, ESQ.
Schifino & Fleischer, P.A.
One Tampa City Center Suite 2700
Tampa, Florida 33602
(813) 223-1535
----------------------------------
Approximate Date of Commencement of Proposed Sales to the Public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of securities Amount to offering price aggregate Amount of
to be registered be registered per share (1) offering price(1) registration fee(2)
---------------------------------- ---------------- ---------------- ----------------- -------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 Par Value 1,000,000 Shares $31.09375 $31,093,750 $8,210
=================================================================================================================================
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
(2) CALCULATED PURSUANT TO RULE 457(C).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED DECEMBER 13, 2000
1,000,000 SHARES
OF
COMMON STOCK
OF
RAYMOND JAMES FINANCIAL, INC.
-----------------
This prospectus relates to up to 1,000,000 shares of our common stock,
par value $.01 per share, that may be issued from time to time either in
connection with the exchange of exchangeable shares, or in connection with our
acquisition of exchangeable shares, of our subsidiary Raymond James Holdings
(Canada), Inc., a corporation existing under the laws of Canada. The
exchangeable shares of our Canadian subsidiary were issued to shareholders of
Gospel McDermid Inc. in connection with our acquisition of that firm.
-------------------
Our common stock is quoted on the New York Stock Exchange under the
symbol "RJF". On December 12, 2000, the closing price for our shares of common
stock, as reported on the Composite Tape of the New York Stock Exchange was
$31.6875 per share.
-------------------
When used in this prospectus, the terms "RJF", "we", "our", "us" and
the "Company" refer to Raymond James Financial, Inc. and its subsidiaries.
-------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of the Prospectus is ________________
<PAGE> 3
RAYMOND JAMES FINANCIAL, INC.
We are a Florida-based, diversified financial services holding
company. Our subsidiaries engage primarily in investment and financial
planning, including securities and insurance brokerage, investment banking,
asset management, banking and cash management, and trust services. Through our
two investment firms, Raymond James & Associates, Inc. ("RJA") and Raymond
James Financial Services, Inc., we have over 4,000 financial advisors in more
than 1,800 locations throughout the United States and internationally. We
provide service to more than 1 million individual and institutional accounts.
In addition, our asset management subsidiaries currently manage approximately
US $17.6 billion for individuals, pension plans and municipalities. We were
established in 1962, and have been a public company since 1983. Our shares are
currently owned by more than 11,000 individual and institutional investors. For
the year ended September 24, 1999, we had total assets of US $5.030 billion and
total revenue of US $1.232 billion.
Our principal executive offices are located at 880 Carillon Parkway,
St. Petersburg, Florida 33716, and our telephone number is (727) 573-3800.
PLAN OF ARRANGEMENT
The Company has entered into a plan of arrangement whereby the
Company, through our wholly-owned subsidiary, Raymond James Holdings (Canada),
Inc., is acquiring all of the issued and outstanding preferred and common
shares of Goepel McDermid Inc. ("GMI") in exchange for cash and the issuance of
up to 1,000,000 shares of the Company's common stock. GMI is an independent,
employee-owned, Canadian-based, registered securities broker/dealer. The plan
of arrangement requires the Company to file a Registration Statement with the
Commission to register our shares of common stock.
GMI has three principal regional offices in Vancouver, Calgary and
Ontario., Canada. GMI also has an additional 19 branches located in British
Columbia, Alberta, Saskatchewan, and Ontario. GMI is a member of the Investment
Dealers Association of Canada. It owns shares and/or seats on the Toronto Stock
Exchange, the Montreal Stock Exchange, the Canadian Venture Exchange and the
Winnipeg Stock Exchange.
GMI has the following principal business:
o Securities brokerage services for institutional and retail
clients;
o Mutual fund brokerage services;
o Financial advisory services; and
o Corporate finance activities, including underwriting and
agency offerings.
USE OF PROCEEDS
Because the shares offered under this prospectus will be issued either
in exchange for exchangeable shares, or in connection with our acquisition of
exchangeable shares of our Canadian subsidiary, we and our consolidated
subsidiaries will receive no net cash proceeds upon such issuance.
THE EXCHANGEABLE SHARES OF RAYMOND JAMES HOLDINGS (CANADA), INC.
The rights of holders of our Canadian subsidiary's exchangeable shares
will be as set forth in the terms of the plan of arrangement concerning us, our
Canadian subsidiary and GMI, to be filed with the Supreme Court of British
Columbia pursuant to the Canada Business Corporation Act.
2
<PAGE> 4
DIVIDENDS
We may pay dividends on our common stock out of funds legally
available therefor as, if and when declared by our board of directors.
LIQUIDATION RIGHTS
Upon our voluntary or involuntary liquidation, dissolution, or winding
up, the holders of our common stock will be entitled to receive, after payment
of all of our debts, liabilities and of all sums to which holders of any
preferred stock may be entitled, all of our remaining assets.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus will be issued
either in exchange for exchangeable shares, or in connection with our
acquisition of exchangeable shares of our Canadian subsidiary issued to
shareholders of GMI.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13 (a), 13 (c), 14 or 15 (d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all of the securities,
or after the date of this initial registration statement and before the
effectiveness of the registration statement.
1. Annual Report on Form 10-K for the fiscal year ended
September 24, 1999.
2. Proxy Statement for the Annual Meeting of Shareholders held
on February 10, 2000.
3. Quarterly Report on Form 10-Q for the quarter ended December
31, 1999.
4. Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
5. Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.
6. Current Report on Form 8-K filed with the Commission on
September 6, 2000.
On request we will provide at no cost to each person, including any
beneficial owner, who receives a copy of this prospectus, a copy of any or all
of the documents incorporated in this prospectus by reference. We will not
provide exhibits to any of such documents, however, unless such exhibits are
specifically incorporated by reference into those documents. Written or
telephone requests for such copies should be addressed to our principal
executive offices, attention: Jeffrey P. Julien, Senior Vice President -
Finance, at Raymond James Financial, Inc., 880 Carillon Parkway, St.
Petersburg, Florida 33718.
3
<PAGE> 5
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Those reports, proxy statements and other
information may be obtained:
o At the Public Reference Room of the SEC, Room 1024-Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
o At the public reference facilities at the SEC's regional
offices located at Seven World Trade Center, 13th Floor, New
York, New York 10048 or Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661;
o From the SEC, Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549;
o At the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005;
o From the Internet site maintained by the SEC at
hhtp://www.sec.gov, which contains reports, proxy and
information statements and other information regarding
issuers that file electronically with the SEC.
Some locations may charge prescribed or modest fees for copies.
LEGAL MATTERS
Certain legal matters with respect to the validity of the securities
offered hereby will be passed upon for the Company by Schifino & Fleischer,
P.A., Tampa, Florida.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended September 24,
1999, except as they relate to Raymond James Bank, FSB, have been audited by
PricewaterhouseCoopers LLP, independent certified public accountants, and,
insofar as they relate to Raymond James Bank, FSB, by KPMG LLP, independent
auditors, whose reports thereon are also incorporated by reference herein. Such
financial statements have been incorporated by reference in reliance on the
reports of such independent certified public accountants and independent
auditors, respectively, given on the authority of such firms as experts in
auditing and accounting.
4
<PAGE> 6
======================================= ====================================
NO DEALER, SALESMAN, OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR 1,000,000 SHARES
A SOLICITATION OF AN OFFER TO BUY,
THE SHARES IN ANY JURISDICTION OF
WHERE, OR TO ANY PERSON TO WHOM, COMMON STOCK
IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE OF
DELIVERY OF THIS PROSPECTUS NOR RAYMOND JAMES
ANY SALE MADE HEREUNDER SHALL, FINANCIAL INC.
UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET
FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
--------------------
PROSPECTUS
TABLE OF CONTENTS
------------------------------------
PAGE
RAYMOND JAMES FINANCIAL, INC. PAGE
----
PLAN OF ARRANGEMENT................2
USE OF PROCEEDS....................2
THE EXCHANGEABLE SHARES AND
RETRACTABLE SHARES OF
RAYMOND JAMES HOLDINGS
(CANADA), INC.....................2
DIVIDENDS..........................3
LIQUIDATION RIGHTS.................3 ______________, 2000
PLAN OF DISTRIBUTION...............3
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE.....................3
WHERE YOU CAN FIND ADDITIONAL
INFORMATION .....................4
LEGAL MATTERS......................4
EXPERTS............................4
======================================= ====================================
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee......................................... $ 8,210
Printing and Engraving....................................... 2,000
Fees of Transfer Agent....................................... 500
Accountants Fees and Expenses ............................... 2,000
Legal Fees and Expenses of Registrant's Counsel.............. 12,500
Miscellaneous................................................ 790
-------
Total $26,000
Except for the SEC registration fee, the foregoing fees are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and restated By-Laws, a copy of which was filed
as Exhibit 3 to the Quarterly Report and Form 10-Q filed on February 9, 1998,
include the following provisions in Section 12 of Article 10 thereof:
"Section 12. The Company shall:
(a) Indemnify any person made a party to an action by or in the
right of the Company to procure a judgment in its favor by reason of his being
or having been a director or officer of the Company, or of any other
corporation, firm, association or entity which he served as such at the request
of the Company, against the reasonable expenses, including attorneys' fees,
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein, except in any case where such person is
adjudged in a final adjudication to have been guilty of conduct as to which, as
a matter of law, no such indemnification may be made;
(b) Indemnify any person made a party to an action, suit or
proceeding, other than one by or in the right of the Company to procure a
judgment in its favor, whether civil or criminal, brought to impose a liability
or penalty on such person for an act alleged to have been committed by such
person in his capacity of director or officer of the Company, or of any other
corporation, firm, association or entity which he served as such at the request
of the Company, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred as a result of such
action, suit or proceeding, or any appeal therein, unless the Board of
Directors determines that such person did not act in good faith in the
reasonable belief that such action was in the best interests of the Company.
The termination of any such civil or criminal action, suit or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere shall not in
itself disqualify such person from indemnification except in any case where
such person is adjudged in a final adjudication to have been guilty of conduct
as to which, as a matter of law, no such indemnification may be made;
(c) Advance the payment of expenses, including attorneys' fees,
to any person entitled to indemnification hereunder during the pendency of any
claim, action or proceeding, unless otherwise determined by the Board of
Directors in any case.
The foregoing rights of reimbursement or indemnification shall not be
exclusive of other rights to which any such person may otherwise be entitled
and, in the event of his or her death, shall extend to his or her legal
representatives.
(d) In any instance where more than one person is entitled to
reimbursement of attorneys' fees
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<PAGE> 8
pursuant to this Section 12, the Company shall select one attorney to serve as
attorney for all such persons, unless, in the opinion of the attorney selected
by the Company, a conflict of interest exists which would prevent
representation by that attorney of one or more persons. Notwithstanding the
foregoing provision, any person may at any time decide to be represented by an
attorney of his choosing, at his own expense."
Chapter 607 of the General Statutes of the State of Florida permits a
corporation to indemnify its officers and directors against certain liabilities
and provides for the conditions thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, 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 Act 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 undertakes, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, to submit to a court of appropriate jurisdiction the question
whether such indemnification by its is against public policy as expressed in
the Act and agrees to be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation S-K.
5* - Opinion of Schifino & Fleischer, P.A.
10* - Arrangement Agreement dated November 27, 2000, between
Raymond James Holdings (Canada), Inc. and Goepel McDermid
Inc.
23-A* - Consent of Schifino & Fleischer, P.A., appears in its
opinion filed herewith as Exhibit 5.
23-B* - Consent of PricewaterhouseCoopers LLP is included on
page II-4.
23-C* - Consent of KPMG LLP is included on page II-5.
24* - Power of Attorney is included on the Signature Page,
page II-6.
---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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) 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
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<PAGE> 9
or 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to who the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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, office 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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<PAGE> 10
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated October 19, 1999
relating to the financial statements, which appears in Raymond James Financial
Inc.'s Annual Report on Form 10-K for the year ended September 24, 1999. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
Tampa, Florida
December 6, 2000
II-4
<PAGE> 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-3 of Raymond James Financial, Inc. of our report dated
October 29, 1999, relating to the financial statements of Raymond James Bank,
FSB as of September 30, 1999, which report appears in the September 24, 1999
annual report on Form 10-K of Raymond James Financial, Inc. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.
KPMG LLP
Tampa, Florida
November 30, 2000
II-5
<PAGE> 12
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of St. Petersburg, State of Florida, on December 5,
2000.
RAYMOND JAMES FINANCIAL, INC.
By: /S/ THOMAS A. JAMES
------------------------------------
Thomas A. James
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears
below hereby appoints Jeffrey P. Julien and Jennifer C. Ackart, or either of
them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, and any and all instruments or documents filed
as a part of or in connection with this Registration Statement or the
amendments thereto, and the attorney-in-fact, or either of them, may make such
changes and additions to this Registration Statement as the attorney-in-fact,
or either of them, may deem necessary or appropriate.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ THOMAS A. JAMES Chairman and Chief Executive Officer December 5, 2000
-------------------
Thomas A. James
/S/ JEFFREY P. JULIEN Senior Vice President - Finance; December 5, 2000
---------------------
Jeffrey P. Julien (Chief Financial Officer)
/S/ JENNIFER C. ACKART Controller December 5, 2000
-----------------------
Jennifer C. Ackart (Chief Accounting Officer)
/S/ FRANCIS S. GODBOLD President and Director December 5, 2000
----------------------
Francis S. Godbold
/S/ M. ANTHONY GREENE Executive Vice President and Director December 5, 2000
---------------------
M. Anthony Greene
/S/ J. STEPHEN PUTNAM Executive Vice President and Director December 5, 2000
---------------------
J. Stephen Putnam
/S/ ROBERT F. SHUCK Vice Chairman and Director December 5, 2000
-------------------
Robert F. Shuck
</TABLE>
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<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ ANGELA M. BIEVER Director December 5, 2000
--------------------
Angela M. Biever
/S/ JONATHAN A. BULKLEY Director December 5, 2000
-----------------------
Jonathan A. Bulkley
/S/ ELAINE L. CHAO Director December 5, 2000
------------------
Elaine L. Chao
/S/ THOMAS S. FRANKE Director December 5, 2000
--------------------
Thomas S. Franke
/S/ HARVARD H. HILL, JR. Director December 5, 2000
------------------------
Harvard H. Hill, Jr.
/S/ HUNTINGTON A. JAMES Director December 5, 2000
-----------------------
Huntington A. James
Director
-----------------------
Paul W. Marshall
/S/ DENNIS W. ZANK Director December 5, 2000
------------------
Dennis W. Zank
</TABLE>
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