Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3465896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Centennial Avenue
P.O. Box 6820
Piscataway, New Jersey 08855-6820
(Address of Principal Executive Offices
including Zip Code)
American Standard Companies Inc.
Employee Stock Purchase Plan
(Full title of the Plan)
Richard A. Kalaher, Esq.
Vice President, General Counsel & Secretary
One Centennial Avenue
P.O. Box 6820
Piscataway, New Jersey 08855-6820
(908) 980-6000
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered(1) per share(2) price(2) fee(3)
- ---------- ------------- ------------ --------- ---------
Common Stock, 1,000,000 $38.75 $38,750,000 $11,431.25
par value
$.01 per share
================================================================================
(1) Consists of shares of Common Stock and an equal number of tandem Rights
to be issued under the American Standard Companies Inc. Employee Stock
Purchase Plan (the "Plan"). Such undeterminable number of additional
shares as may be issuable pursuant to the operation of the
recapitalization provisions of the Plan are hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon the average of the high and low sale
prices of the Registrant's Common Stock as reported on the New York
Stock Exchange on November 14, 1997.
(3) Computed in accordance with the provisions of Section 6(b)2 of the
Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations promulgated thereunder, the document or documents containing the
information specified in Part I of Form S-8 are not required to be filed with
the Securities and Exchange Commission as part of this Form S-8 Registration
Statement and, therefore, are not set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by American Standard Companies Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Company's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to
section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report
referred to in (a) above; and
(c) The description of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), contained
in a registration statement filed under the Exchange
Act, and any amendment or report filed for the
purpose of updating such description.
(d) The description of the Company's preferred share
purchase rights (the "Rights") contained in a report
filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act and any amendment or report filed
to update such description.
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 that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the dates of filing of such documents.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Statute") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
In accordance with the Delaware Statute, the Restated Certificate
of Incorporation of the Company contains a provision to limit the personal
liability of the directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Company or its respective
<PAGE>
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Statute providing for liability
of directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any such actions involving
gross negligence.
Subsection (b) of Article EIGHTH of the Company's Restated Certificate
of Incorporation provides for indemnification of directors and officers, in
pertinent part, as follows:
"(b) The Corporation shall indemnify, to the fullest extent now or
hereafter permitted by the General Corporation Law of the State of
Delaware, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was or has agreed to become a Director or officer
of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a Director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to be taken or omitted in such capacity, and may to the same
extent indemnify any person who was or is a party or is threatened to be
made a party to such an action, suit or proceeding by reason of the fact
that he or she is or was or has agreed to become an employee or agent of
the Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with such action, suit or proceeding or any appeal
therefrom."
Article VI of the Amended By-laws of the Company provides for
indemnification of directors and officers as follows:
"Section 6.1. Nature of Indemnity. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is
or was or has agreed to become a Director or officer of the Corporation, or
<PAGE>
is or was serving or has agreed to serve at the request of the Corporation
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, and may indemnify any person
who was or is a party or is threatened to be made a party to such an
action, suit or proceeding by reason of the fact that he is or was or has
agreed to become an employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding
had no reasonable cause to believe his conduct was unlawful; except that in
the case of an action or suit by or in the right of the Corporation to
procure a judgment in its favor (1) such indemnification shall be limited
to expenses (including attorneys' fees) actually and reasonably incurred by
such person in the defense or settlement of such action or suit, and (2) no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper."
"The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful."
"Section 6.2. Successful Defense. To the extent that a Director,
officer, employee or agent of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in Section 6.1 hereof or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith."
<PAGE>
"Section 6.3. Determination that Indemnification is Proper. Any
indemnification of a Director or officer of the Corporation under Section
6.1 hereof (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the Director or
officer is not proper in the circumstances because he has not met the
applicable standard of conduct set forth in Section 6.1 hereof. Any
indemnification of any employee or agent of the Corporation under Section
6.1 hereof (unless ordered by a court) may be made by the Corporation upon
a determination that indemnification of the employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Section 6.1 hereof. Any such determination shall be made (1) by a
majority vote of the Directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
Directors, or if such Directors so direct, by independent legal counsel in
a written opinion, or (3) by the stockholders."
"Section 6.4. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a Director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall
be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf
of the Director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate. The Board
of Directors may authorize the Corporation's counsel to represent such
Director, officer, employee or agent in any action, suit or proceeding,
whether or not the Corporation is a party to such action, suit or
proceeding."
"Section 6.7. Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
Director or officer of the Corporation, or is or was serving at the request
of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this Article, provided that such insurance is
available on acceptable terms, which determination shall be made by a vote
of a majority of the entire Board of Directors."
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is set forth immediately following the signature
page to this Registration Statement.
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, as amended (the
"Securities Act"), unless the information is 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;
(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, unless the information is 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;
(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.
(2) That, for the purpose of determining any liability under
the Securities 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.
<PAGE>
(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) Subsequent Exchange Act Documents. The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities 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 the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Indemnification. Insofar as indemnification for
liabilities arising under the Securities 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Piscataway, State of New Jersey on the
18th day of November, 1997.
<PAGE>
AMERICAN STANDARD COMPANIES INC.
By: /s/Emmanuel A. Kampouris
Emmanuel A. Kampouris
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in their
stated capacities on November 18, 1997.
Signatures Title
/s/ Emmanuel A. Kampouris Chairman, President and Chief
- -------------------------- Executive Officer, Director;
Emmanuel A. Kampouris Principal Executive Officer
/s/ Fred A. Allardyce Vice President and Chief
- -------------------------- Financial Officer; Principal
Fred A. Allardyce Financial Officer
/s/ G. Ronald Simon Vice President and Controller;
- -------------------------- Principal Accounting Officer
G. Ronald Simon
- -------------------------- Director
Steven E. Anderson
*
- -------------------------- Director
Horst Hinrichs
*
- -------------------------- Director
George H. Kerckhove
- -------------------------- Director
Shigeru Mizushima
*
- -------------------------- Director
Roger W. Parsons
*
- -------------------------- Director
J. Danforth Quayle
*
- -------------------------- Director
David M. Roderick
*
- -------------------------- Director
Joseph S. Schuchert
* By:/s/ Frederick C. Paine
-------------------
Frederick C. Paine
Attorney-in-Fact
<PAGE>
Index to Exhibits
Exhibit No. Description of Exhibit
<PAGE>
4(i) Form of Common Stock Certificate; previously filed as Exhibit 4(i) in
Amendment No. 3 to Registration Statement No. 33-56409 of the Company
under the Securities Act of 1933, as amended, filed January 31, 1995,
and herein incorporated by reference.
4(ii)Indenture, dated as of November 1, 1986, between American Standard
Inc. and Manufacturers Hanover Trust Company, Trustee, including the
form of 9 1/4% Sinking Fund Debenture Due 2016 issued pursuant thereto
on December 9, 1986, in the aggregate principal amount of
$150,000,000; previously filed as Exhibit (4)(iii) by American
Standard Inc. in its Form 10-K for the fiscal year ended December 31,
1986, and herein incorporated by reference.
4(iii) Instrument of Resignation, Appointment and Acceptance, dated as of
September 25, 1988 among American Standard Inc., Manufacturers Hanover
Trust Company (the "Resigning Trustee") and Wilmington Trust Company
(the "Successor Trustee"), relating to resignation of the Resigning
Trustee and appointment of the Successor Trustee, under the Indenture
described in (4)(ii) above; previously filed as Exhibit (4)(ii) in
Registration Statement No. 33-64450 of American Standard Inc. under
the Securities Act of 1933, as amended, and herein incorporated by
reference.
4(iv)Indenture dated as of May 15, 1992, between American Standard Inc. and
First Trust National Association, Trustee, relating to American
Standard Inc.'s 10 7/8% Senior Notes due 1999, in the aggregate
principal amount of $150,000,000; previously filed as Exhibit (4)(i)
by American Standard Inc. in its Form 10-Q for the quarter ended June
30, 1992, and herein incorporated by reference.
4(v) Form of 10 7/8% Senior Notes due 1999 included as Exhibit A to the
Indenture described in (4)(iv) above.
<PAGE>
4(vi)Form of Indenture, dated as of June 1, 1993, between American
Standard Inc. and United States Trust Company of New York, as Trustee,
relating to American Standard Inc.'s 9 7/8% Senior Subordinated Notes
Due 2001; previously filed as Exhibit (4)(xxxi) in Amendment No. 1 to
Registration Statement No. 33-61130 of American Standard Inc. under
the Securities Act of 1933, as amended, and herein incorporated by
reference.
4(vii)Form of Note evidencing the 9 7/8% Senior Subordinated Notes Due
2001 included as Exhibit A to the Form of Indenture referred to in
(4)(viii) above.
4(viii) Form of Indenture, dated as of June 1, 1993, between American
Standard Inc. and United States Trust Company of New York, as Trustee,
relating to American Standard Inc.'s 10 1/2% Senior Subordinated
Discount Debentures Due 2005; previously filed as Exhibit (4)(xxxiii)
in Amendment No. 1 to Registration Statement No. 33-61130 of American
Standard Inc. under the Securities Act of 1933, as amended, and herein
incorporated by reference.
4(ix)Form of Debenture evidencing the 10 1/2% Senior Subordinated Discount
Debentures Due 2005 included as Exhibit A to the Form of Indenture
referred to in 4(x) above.
4(x) Amended and Restated Credit Agreement, dated as of January 31, 1997,
among American Standard Companies Inc., American Standard Inc.,
certain subsidiaries of American Standard Inc. and the financial
institutions listed therein, The Chase Manhattan Bank, as
Administrative Agent; Citibank, N. A., as Documentation Agent; The
Bank of Nova Scotia and NationsBank, N. A., as Co-Syndication Agents;
Bankers Trust Company, Deutsche Bank AG, The Industrial Bank of Japan
Trust Company, The Sanwa Bank Limited, New York Branch and The
Sumitomo Bank, Ltd., as Senior Managing Agents; and The Bank of New
York, Banque Paribas, CIBC Inc., CIBC Wood Gundy plc, Compagnie
Financiere de CIC et de L'Union Europeenne, Credit Lyonnais, New York
Branch, Fleet National Bank, The Long Tem Credit Bank of Japan,
Limited and The Toronto-Dominion Bank, as Managing Agents; previously
filed as Exhibit (4) (xviii) to Amendment No.2 to Registration
Statement No. 333-18015 under the Securities Act of 1933, as amended,
filed February 5, 1997, and herein incorporated by reference.
<PAGE>
4(xi)First Amendment, dated as of May 15, 1997, to the Amended and
Restated Credit Agreement referred to in 4(x) above; previously filed
as Exhibit 4(i) to the Company's Report on Form 8-k dated October 20,
1997 ended March 31, 1995, and herein incorporated by reference.
Second Amendment, dated as of August 20, 1997 to the Amended and
Restated Credit Agreement referred to in 4(x) above; previously filed
as Exhibit 4(ii) to the Company's Report on Form 8-k dated October 20,
1997, and incorporated by reference herein.
4(xii) Rights Agreement, dated as of January 5, 1995 between the Company
and Citibank, N.A. as Rights Agent; previously filed as Exhibit
(4)(xxv) by the Company in its Form 10-K for the fiscal year ended
December 31, 1994, and herein incorporated by reference.
5 Opinion of Richard A. Kalaher, Esq. regarding the legality of the
securities being issued.
23(i) Consent of Ernst & Young LLP.
23(ii) Consent of Richard A. Kalaher, Esq. (includ ed in the Opinion filed
as Exhibit 5).
24 Powers of Attorney.
<PAGE>
Exhibit 5
Richard A. Kalaher, Esq.
Vice President, General Counsel & Secretary
American Standard Companies Inc.
One Centennial Avenue
Piscataway, New Jersey 08854
November 18, 1997
American Standard Companies Inc.
One Centennial Avenue
Piscataway, New Jersey 08855-6420
Gentlemen:
You have asked me, as General Counsel of American Standard
Companies Inc.(the "Company"), to render my opinion regarding certain matters in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering 1,000,000
shares ("Shares") of the Common Stock, par value $0.01 per share, of the Company
issuable pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
I have examined, or caused to be examined, the Restated
Certificate of Incorporation and Amended By-laws of the Company, as amended to
date, the records of its corporate proceedings, the Plan, the Registration
Statement and such other documents as I have deemed necessary in connection with
the opinion hereinafter expressed.
Based on the foregoing, I am of the opinion that the Shares,
when purchased under the Plan, will be validly issued and outstanding,
fully-paid and nonassessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
<PAGE>
Exhibit 23 (i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 1,000,000 shares of American Standard
Companies Inc. common stock of our report dated February 13, 1996 with respect
to the consolidated financial statements and schedules of American Standard
Companies Inc. incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
New York, New York
November 18, 1997 /s/ ERNST & YOUNG LLP
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director of American Standard Companies Inc., a
Delaware corporation (the "Corporation"), does hereby constitute and appoint
Richard A. Kalaher and Frederick C. Paine, and each of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitution, to execute
and deliver in his name and on his behalf:
a. A Registration Statement of the Corporation on Form S-8, to
be filed with the Securities and Exchange Commission (the "SEC") for
the purpose of registering under the Securities Act of 1933, as amended
(the "Securities Act"), one million shares of the common stock, par
value $.01 per share, of the Corporation (the "Securities"), to be
offered for sale to employees of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan; and
b. Any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statement;
and any and all other documents and instruments in connection with the offering
and sale of the Securities which such attorneys-in-fact and agents, or any one
of them, deem necessary or advisable to enable the Corporation to comply with
(a) the Securities Act and the other federal securities laws of the United
States of America (including, without limitation, the Securities Exchange Act of
1934) and the rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or other governmental
subdivision of the United States of America, (c) the rules and regulations of
the New York Stock Exchange or any other national or foreign securities exchange
or authorized interdealer quotation system, (d) the requirements of the National
Association of Securities Dealers, Inc. and (e) the securities laws of any
foreign jurisdiction, including, without limitation, Canada; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.
Each one of such attorneys-in-fact and agents shall have, and may
exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 19th day of November, 1997.
/s/ Emmanuel A. Kampouris /s/ Horst Hinrichs
/s/ George H. Kerckhove /s/ Joseph S. Schuchert
/s/ Roger W. Parsons /s/ J. Danforth Quayle
/s/ David M. Roderick
