<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2000
REGISTRATION NO. 33-.....
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ARROW ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
NEW YORK
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
5065
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
11-1806155
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
------------------------
25 HUB DRIVE
MELVILLE, NEW YORK 11747
(516) 391-1300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT E. KLATELL
EXECUTIVE VICE PRESIDENT
ARROW ELECTRONICS, INC.
25 HUB DRIVE
MELVILLE, NEW YORK 11747
(516) 391-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
With a copy to:
HOWARD S. KELBERG
MILBANK, TWEED, HADLEY & MCCLOY LLP
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
(212) 530-5000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement until all the
shares hereunder have been sold.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, please 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 of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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. [ ]
CALCULATION OF REGISTRATION FEE
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--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share............ 775,000 $38.07 $29,504,250 $7,790
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices for Arrow
Electronics, Inc.'s common stock as reported on the New York Stock Exchange
on June 2, 2000 in accordance with Rule 457(c) under the Securities Act of
1933.
------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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--------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
PROSPECTUS
PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 6, 2000
ARROW ELECTRONICS, INC.
775,000 SHARES OF COMMON STOCK, $1.00 PAR VALUE PER SHARE
The selling shareholder identified on page 1 of this prospectus is offering
these shares of common stock. For additional information on the methods of sale,
you should refer to the section entitled "Plan of Distribution" on page 2. Arrow
Electronics, Inc. will not receive any portion of the proceeds from the sale of
these shares.
Arrow Electronics, Inc.'s common stock is quoted on the New York Stock
Exchange under the symbol "ARW."
On June 2, 2000, the last reported closing price of the common stock on the
New York Stock Exchange was $38.00 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of the disclosures in the prospectus. Any representation to
the contrary is a criminal offense.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................................. 1
Use of Proceeds............................................. 1
Selling Shareholder......................................... 1
Plan of Distribution........................................ 2
Legal Matters............................................... 3
Experts..................................................... 3
Where You Can Find More Information......................... 3
</TABLE>
------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING SHAREHOLDERS ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.
NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO
PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN THAT JURISDICTION. PERSONS WHO COME INTO POSSESSION OF THIS
PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND THE
DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION.
i
<PAGE> 4
THE COMPANY
Arrow is the world's largest distributor of electronic components and
computer products to industrial and commercial customers. As the global
electronics distribution industry's leader in operating systems, employee
productivity, value-added programs, and total quality assurance, we are the
distributor of choice for more than 600 leading manufacturers.
Our global distribution network spans the world's three dominant
electronics markets - the Americas, Europe, and the Asia/Pacific region. We
serve as a strategic partner to a diversified base of original equipment
manufacturers (OEMs) and commercial customers worldwide. OEMs include
manufacturers of computer and office products, industrial equipment (including
machine tools, factory automation, and robotic equipment), telecommunications
products, aircraft and aerospace equipment, and scientific and medical devices.
Commercial customers are mainly value-added resellers (VARs) of computer
systems. Through a network of more than 225 sales facilities and 19 distribution
centers in 37 countries we deliver the most powerful line card in the industry,
inventory solutions, materials' management services, design, and technical
support thereby improving customer productivity, competitiveness, and
profitability.
Our principal executive offices are located at 25 Hub Drive, Melville, New
York 11747 and our telephone number is (516) 391-1300. Our common stock is
traded on the NYSE under the symbol "ARW".
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock offered by the selling shareholder pursuant to this prospectus.
SELLING SHAREHOLDER
Jakob Hatteland Holding AS, the selling shareholder, acquired the 775,000
shares of common stock offered pursuant to this prospectus from us, as part of
the purchase price we paid to the selling shareholder for the acquisition, on
June , 2000, of Jakob Hatteland Electronic AS. As part of that transaction, we
agreed to register for resale the 775,000 shares of common stock.
The following table sets forth the beneficial ownership of the shares of
our common stock owned as of June , 2000 by the selling shareholder. The
following table assumes that the selling shareholder actually sells all of the
shares of common stock being offered.
We do not presently know the exact number of shares that will actually be
sold.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OFFERING OWNED AFTER OFFERING
---------------------- NUMBER OF SHARES ---------------------
NAME NUMBER PERCENT(1) BEING OFFERED NUMBER PERCENT(1)
---- -------- ----------- ---------------- ------- -----------
<S> <C> <C> <C> <C> <C>
Jakob Hatteland Holding AS.......... 775,000 * 775,000 0 *
</TABLE>
---------------
* Represents less than 1%.
(1) The percentages are calculated on the basis of the number of outstanding
shares of common stock as of May 26, 2000.
1
<PAGE> 5
PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold from time to
time by the selling shareholder. The selling shareholder will act independently
of us in making decisions with respect to the timing, manner and size of each
sale. The selling shareholder may sell the shares being offered hereby: (i) on
the New York Stock Exchange, or otherwise at prices and at terms then prevailing
or at prices related to the then current market price; or (ii) in private sales
at negotiated prices directly or through a broker or brokers, who may act as
agent or as principal, or by a combination of those methods of sale. The selling
shareholder and any underwriter, dealer or agent who participate in the
distribution of the shares covered hereby may be deemed to be underwriters under
the Securities Act of 1933, and any discount, commission or concession received
by any of those persons might be deemed to be an underwriting discount or
commission under the Securities Act of 1933.
Any broker-dealer participating in a transaction like that described above
as agent may receive commissions from the selling shareholder (and, if acting as
agent for the purchaser of the shares, from the purchaser). Usual and customary
brokerage fees will be paid by the selling shareholder. Broker-dealers may agree
with the selling shareholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling shareholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the selling shareholder. Broker-dealers who acquire shares as principal may
thereafter resell those shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or by a
combination of those methods of sale or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with any of those
resales may pay to or receive from the purchasers of those shares commissions
computed as described above.
In effecting sales, brokers or dealers engaged by the selling shareholder
may arrange for other brokers or dealers to participate in the resales. The
selling shareholder may enter into hedging transactions with broker-dealers, and
in connection with those transactions, broker-dealers may engage in short sales
of the shares. The selling shareholder also may sell shares short and deliver
the shares to close out such short positions. The selling shareholder also may
enter into option or other transactions with broker-dealers that require the
delivery to the broker-dealer of the shares, which the broker-dealer may resell
pursuant to this prospectus. The selling shareholder also may pledge the shares
to a broker or dealer, and upon a default, the broker or dealer may effect sales
of the pledged shares pursuant to this prospectus.
The selling shareholder may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933. Any commissions
paid or any discounts or concessions allowed to any of those broker-dealers, and
any profits received on the resale of such shares, may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933 if any
of those broker-dealers purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, our common stock will be sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
common stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
We have agreed to pay all expenses, including legal and accounting fees and
expenses, in connection with the registration of the shares of the selling
shareholder pursuant to this prospectus.
2
<PAGE> 6
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon for us by Milbank, Tweed, Hadley & McCloy LLP, New York, New York.
EXPERTS
Our consolidated balance sheet at December 31, 1999 and 1998 and our
consolidated statements of income, cash flows, shareholders' equity and related
financial statement schedule for the years ended December 31, 1999, 1998 and
1997, incorporated by reference in this prospectus, have been audited by Ernst &
Young LLP, independent auditors, and are incorporated by reference herein in
reliance on their report given upon the authority of that firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
documents with the Securities and Exchange Commission under the Securities
Exchange Act of 1934. You may read and copy any of those reports, proxy
statements or other documents at the public reference facilities maintained by
the Securities and Exchange Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its regional offices located at 7
World Trade Center, New York, New York 10048 and Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
its public reference facilities. These filings are also available to the public
from commercial document retrieval services and at the Securities and Exchange
Commission's Web site at www.sec.gov.
Our common stock is quoted on the New York Stock Exchange. Reports, proxy
statements and other information concerning Arrow Electronics, Inc. can be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
You may also request a copy of any of our filings with the Securities and
Exchange Commission, or any of the agreements or other documents that constitute
exhibits to those filings, at no cost, by writing or telephoning us at the
following address or phone number:
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York 11747
Attention: Robert E. Klatell
(516) 391-1300
The Securities and Exchange Commission allows us to "incorporate by
reference" in this prospectus reports that we file with them, which means that
we can disclose important information to you by referring you to those reports.
Accordingly, we are incorporating by reference in this prospectus the documents
listed below and any future filings we make with the Securities and Exchange
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934:
(1) Our Annual Report on Form 10-K for the year ended December 31, 1999;
(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and
(3) The description of our common stock set forth on our registration
statement filed with the Securities and Exchange Commission pursuant to
Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
3
<PAGE> 7
The information incorporated by reference is deemed to be part of this
prospectus, except for any information superceded by information contained
directly in this prospectus. Any information that we file later with the
Securities and Exchange Commission will automatically update and supercede this
information.
This prospectus constitutes a part of a registration statement on Form S-3
filed by us with the Securities and Exchange Commission under the Securities Act
of 1933. This prospectus does not contain all the information that is contained
in the registration statement, some of which we are allowed to omit in
accordance with the rules and regulations of the Securities and Exchange
Commission. We refer you to the registration statement and to the exhibits filed
with the registration statement for further information with respect to Arrow.
Copies of the registration statement and the exhibits to the registration
statement are on file at the offices of the Securities and Exchange Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the public reference facilities of the Securities and Exchange
Commission described above. Statements contained in this prospectus concerning
the provisions of documents are summaries of the material provisions of those
documents, and each of those statements is qualified in its entirety by
reference to the copy of the applicable document filed with the Securities and
Exchange Commission. Since this prospectus may not contain all of the
information that you may find important, you should review the full text of
these documents.
4
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses, other than
the underwriting discounts and commissions, payable by Arrow Electronics, Inc.
(the "Registrant") in connection with the sale of the common stock being offered
by the selling shareholder.
<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
---------
<S> <C>
SEC registration fee........................................ $ 7,790
Legal fees and expenses..................................... 15,000
Accounting fees and expenses................................ 10,000
Printing expenses........................................... 10,000
Miscellaneous expenses...................................... 10,000
-------
Total.................................................. $52,790
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of the Registrant's Certificate of Incorporation permits the
indemnification of officers and directors under certain circumstances to the
full extent that such indemnification may be permitted by law.
Such rights of indemnification are in addition to, and not in limitation
of, any rights to indemnification to which any officer or director of the
Registrant is entitled under the Business Corporation Law of the State of New
York (Sections 721 through 726), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.
The Registrant also maintains directors' and officers' liability insurance
coverage which insures directors and officers of the Registrant against certain
losses arising from claims made, and for which the Registrant has not provided
reimbursement, by reason of their being directors and officers of the Registrant
or its subsidiaries.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP with respect
to the validity of securities being offered.
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included on the signature page of this
registration statement).
</TABLE>
II-1
<PAGE> 9
ITEM 17. UNDERTAKINGS
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) 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 or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(c) 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)(a) and (1)(b) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 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 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
this offering.
(4) 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 benefits 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.
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.
II-2
<PAGE> 10
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 Melville, New York, on June 6, 2000.
ARROW ELECTRONICS, INC.
By: /s/ ROBERT E. KLATELL
------------------------------------
Robert E. Klatell
Executive Vice President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933 this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose name appears below hereby constitutes and
appoints each of Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, or
any of them, each acting alone, such person's true and lawful attorney-in-fact,
with full power of substitution to sign for such person and in such person's
name and capacity indicated below, in connection with this Registrant's
registration statement on Form S-3, including to sign this registration
statement and any and all amendments to this registration statement, including
Post-Effective Amendments, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming such person's signature as it may be
signed by said attorneys-in-fact to any and all amendments.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STEPHEN P. KAUFMAN Chairman, Principal Executive June 6, 2000
--------------------------------------------------- Officer, and Director
Stephen P. Kaufman
/s/ ROBERT E. KLATELL Executive Vice President, June 6, 2000
--------------------------------------------------- Secretary, and Director
Robert E. Klatell
/s/ SAM R. LENO Senior Vice President and June 6, 2000
--------------------------------------------------- Principal Financial Officer
Sam R. Leno
/s/ PAUL J. REILLY Vice President - Finance and June 6, 2000
--------------------------------------------------- Principal Accounting Officer
Paul J. Reilly
/s/ DANIEL W. DUVAL Director June 6, 2000
---------------------------------------------------
Daniel W. Duval
Director , 2000
---------------------------------------------------
Carlo Giersch
/s/ JOHN N. HANSON Director June 6, 2000
---------------------------------------------------
John N. Hanson
/s/ ROGER KING Director June 6, 2000
---------------------------------------------------
Roger King
</TABLE>
II-3
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ KAREN GORDON MILLS Director June 6, 2000
---------------------------------------------------
Karen Gordon Mills
/s/ BARRY W. PERRY Director June 6, 2000
---------------------------------------------------
Barry W. Perry
/s/ RICHARD S. ROSENBLOOM Director June 6, 2000
---------------------------------------------------
Richard S. Rosenbloom
/s/ FRANCIS M. SCRICCO Director June 6, 2000
---------------------------------------------------
Francis M. Scricco
Director , 2000
---------------------------------------------------
John C. Waddell
</TABLE>
II-4
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP with respect
to the validity of securities being offered.
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included on the signature page of this
registration statement).
</TABLE>
II-5
