<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1995.
Registration No. 33-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN PRESIDENT COMPANIES, LTD.
----------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2911022
______________________________ ______________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 Broadway
Oakland, California 94607
______________________________ ______________________________
(Address of Principal (Zip Code)
Executive Offices)
AMERICAN PRESIDENT COMPANIES, LTD. 1995 STOCK BONUS PLAN
_________________________________________________________________
(Full title of the plan)
MARYELLEN B. CATTANI, ESQ. Copies to:
Executive Vice President, General Counsel
and Secretary STANTON D. WONG, ESQ.
American President Companies, Ltd. Pillsbury Madison & Sutro
1111 Broadway P.O. Box 7880
Oakland, California 94607 San Francisco, CA 94120
(510) 272-8000 (415) 983-1000
______________________________ ______________________________
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $23.125 $9,250,000 $ 3,189.66
$.01 par value
- --------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the market value of the Common Stock, computed in accordance with Rule
457(c) on the basis of the average high and low prices per share of such
Common Stock as reported on the New York Stock Exchange Composite
Transactions Tape (as reported by The Wall Street Journal) on May 11,
1995.
</TABLE>
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
- ------ ----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed by American President Companies, Ltd. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1994 filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act"), which includes the audited financial statements of
the Company for the fiscal year ended December 30, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 7, 1995 filed pursuant to Section 13 of the Exchange Act.
(3) All other reports filed by the Company since December 30, 1994 with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.
(4) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A, including any subsequent amendment
or report filed for the purpose of updating such information (File No. 1-8544).
In addition, all documents subsequently filed by the Company 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law permits the Company to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being or
having been a director, officer, employee or agent of the Company, in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933 (the "Securities Act"). The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
Article Fifteenth of the Company's Certificate of Incorporation and Article
IX of the Company's By-Laws provide for indemnification of directors, officers,
employees and other agents to the maximum extent permitted by law. The Company
has agreed to indemnify each of its directors to the maximum extent permitted by
law. The Company also provides indemnity insurance pursuant to which directors
and officers are indemnified or insured against liability or loss under certain
circumstances which may include liability or related loss under the Securities
Act and the Exchange Act.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
See Index to Exhibits.
Item 9. 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 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
-3-
<PAGE>
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 Regis-
tration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the 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) The undersigned Registrant hereby further 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 Regis-
tration 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
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 con-
nection 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 indem-
nification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
-4-
<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 autho-
rized, in the City of Oakland, State of California, on May 17, 1995.
AMERICAN PRESIDENT COMPANIES, LTD.
By /s/ Maryellen B. Cattani
--------------------------------
Maryellen B. Cattani
Executive Vice President,
General Counsel
and Secretary
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.
Signature Title Date
--------- ----- ----
John M. Lillie * Chairman of the Board, May 17, 1995
President and Chief
Executive Officer
(Principal Executive Officer)
and Director
L. Dale Crandall * Executive Vice President May 15, 1995
and Chief Financial Officer
(Principal Financial Officer)
William J. Stuebgen * Vice President - Controller May 17, 1995
(Principal Accounting
Officer)
Charles S. Arledge * Director May 17, 1995
John H. Barr * Director May 5, 1995
Tully M. Friedman * Director May 17, 1995
Joji Hayashi * Director May 17, 1995
-5-
<PAGE>
Signature Title Date
--------- ----- ----
F. Warren Hellman * Director May 15, 1995
Toni Rembe * Director May 17, 1995
Timothy J. Rhein * Director May 17, 1995
Forrest N. Shumway * Director May 17, 1995
G. Craig Sullivan * Director May 17, 1995
Barry L. Williams * Director May 17, 1995
* By /s/Maryellen B. Cattani
------------------------
Maryellen B. Cattani
Attorney-in-Fact
-6-
<PAGE>
Exhibit
Number Exhibit
-------
5.1 Opinion regarding legality of
securities to be offered
23.1 Consent of Arthur Andersen LLP,
Independent Public Accountants
23.2 Consent of issuer's counsel
(included in Exhibit 5.1)
24.1 Power of Attorney
-7-
<PAGE>
EXHIBIT 5.1
-----------
[LOGO]
AMERICAN PRESIDENT COMPANIES, LTD.
May 12, 1995
American President Companies, Ltd.
1111 Broadway
Oakland, CA 94607
Re: Registration Statement on Form S-8 - 1995 Stock Bonus Plan
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
American President Companies, Ltd., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 400,000 shares of the Company's Common Stock, $.01 par
value (the "Common Stock"), issuable pursuant to the American President
Companies, Ltd. 1995 Stock Bonus Plan (the "Plan"), it is my opinion that such
shares of the Common Stock of the Company, when issued and sold in accordance
with the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Peter A. V. Huegel
----------------------
Peter A. V. Huegel
Senior Counsel
09545
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 10,
1995 included in American President Companies, Ltd.'s Annual Report on Form 10-K
for the fiscal year ended December 30, 1994 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
San Francisco, California
May 17, 1995
<PAGE>
EXHIBIT 24.1
------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ John M. Lillie
------------------
John M. Lillie
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Maryellen B. Cattani, Peter A. V. Huegel and
Timothy J. Windle, jointly and severally, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 15, 1995
/s/ L. Dale Crandall
--------------------
L. Dale Crandall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ William J. Stuebgen
-----------------------
William J. Stuebgen
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Charles S. Arledge
----------------------
Charles S. Arledge
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 5, 1995
/s/ John H. Barr
----------------
John H. Barr
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Tully Friedman
------------------
Tully M. Friedman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Joji Hayashi
----------------
Joji Hayashi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 15, 1995
/s/ F. Warren Hellman
---------------------
F. Warren Hellman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Toni Rembe
--------------
Toni Rembe
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Timothy J. Rhein
--------------------
Timothy J. Rhein
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Forrest N. Shumway
----------------------
Forrest N. Shumway
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ G. Craig Sullivan
---------------------
G. Craig Sullivan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints L. Dale Crandall, Maryellen B. Cattani, Peter A.
V. Huegel and Timothy J. Windle, jointly and severally, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all of the offices and capacities with the Registrant, as shown below, to
execute for him or her on his or her behalf any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and their substitute or substitutes, 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 they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Date: May 16, 1995
/s/ Barry L. Williams
---------------------
Barry L. Williams
