<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 2000
REGISTRATION NO. 333-49644
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
THE AES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4991 54-1163725
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
-------------
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------
BARRY J. SHARP
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE AES CORPORATION
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------
Copies to:
MICHAEL E. GIZANG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
(212) 735-3000
-------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective and upon consummation of the transactions described in the enclosed
prospectus.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT PRICE REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 3,736,023 N/A N/A $ 36,327.00
</TABLE>
--------------------------------------------------------------------------------
(1) This Registration Statement relates to common stock, par value $0.01 per
share, of The AES Corporation ("AES") issuable to holders of ADSs of
Gener S.A. ("Gener") each representing 68 shares of common stock of Gener
in the exchange offer (the "U.S. Offer") described herein. For purposes
of calculating the registration fee, the Proposed Maximum Aggregate
Offering Price has been determined by multiplying an assumed maximum
exchange ratio of 0.2519685 for each Gener ADS common stock by
14,827,343, the aggregate number of shares of Gener ADSs outstanding on
September 30, 2000, the last practicable date prior to the commencement
of the U.S. Offer for which this information is available. The actual
exchange ratio will not be determined until just prior to the expiration
date.
(2) The registration fee was calculated pursuant to Rules 457(f)(1) and
457(c) based upon the per ADS market value of the Gener ADSs to be
exchanged in the U.S. Offer which is the average of the high and low
sales prices of Gener ADSs, as reported on the New York Stock Exchange
Composite Transaction Tape on November 2, 2000, multiplied by the
14,827,343 ADSs outstanding as of September 30, 2000, the last
practicable day prior to the commencement of the U.S. Offer. This fee was
paid to the Commission on November 9, 2000.
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 (THE
"COMMISSION"), ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
<PAGE>
PART II
CHANGES TO THE PROSPECTUS
The Prospectus, which forms a part of this Registration Statement, is hereby
amended and supplemented as a result of the following:
On December 12, 2000, The AES Corporation ("AES") issued a press release
announcing that as a result of negotiations with Provida, Habitat,
Bansander and Cuprum (i) it had increased the value of the AES common stock
to be exchanged for each issued and outstanding Gener ADS in its offer to
exchange all American Depositary Shares of Gener S.A. for AES common stock
from US $16.00 to US $16.50 and had made a corresponding increase in the
price to be paid for each Gener share purchased pursuant to its offer to
purchase in Chile 3,466,600,000 shares of Gener common stock at the Chilean
peso equivalent price of US$0.242647059 per share in cash, (ii) it had
extended the expiration date of the U.S. exchange offer so that the U.S.
exchange offer is now scheduled to expire at 12:00 midnight on Tuesday
December 26, 2000, (iii) in the event AES acquires control of Gener, Gener
will propose an amendment to the terms of Gener's 6% Senior Convertible
Notes due 2005, relating to adjustments of the conversion price in the
event of certain distributions of dividends to provide that the conversion
price of the bonds will be subject to adjustment upon the terms set forth
in such notes in the event of a distribution of dividends from accumulated
profits and capital reserves as of September 30, 2000, and (iv) it had
modified the AES share price condition of its offers such that the offers
are now subject to the condition that the average of the high and low
selling prices of AES shares, as reported on the New York Stock Exchange
Composite Transaction Tape, for the ten New York Stock Exchange trading
days ending on the second New York Stock Exchange trading day immediately
prior to the date on which the exchange offer expires, not be less than
$45. A copy of the press release is filed herewith as Exhibit 99.14 and the
information set forth in the press release is incorporated herein by
reference.
The Prospectus and this Registration Statement of which it is a part are hereby
amended and supplemented as follows:
All references to the expiration date of our offer contained in the Prospectus
are hereby amended to refer to 12:00 midnight, New York City Time, on Tuesday,
December 26, 2000.
All references contained in the Prospectus to the value of the AES stock to be
issued for each outstanding Gener ADS tendered and not withdrawn prior to the
expiration of our offer are hereby amended to refer to $16.50.
All references contained in the Prospectus to the cash to be paid for each
outstanding Gener share accepted for payment in the Chilean offer are hereby
amended to refer to the Chilean peso equivalent of US$0.242647059.
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section entitled "QUESTIONS AND ANSWERS ABOUT THE TRANSACTION" in the
Prospectus is hereby amended and restated by amending and restating the fourth
bullet point on page 4 to read in its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our offer
expires, will be no less than $45;"
The section of the Prospectus entitled "SUMMARY--Our Offer--Conditions of
Our Offer" is hereby amended and restated by amending and restating the fourth
bullet point on page 13 to read in its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our
expires, will be no less than $45;"
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<PAGE>
The section of the Prospectus entitled "OUR OFFER--Conditions of Our
Offer--Minimum Share Price Condition" is hereby amended and restated to read in
its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our
offer expires, will be no less than $45."
The section entitled "OUR OFFER--Purpose of the Offers; Plans for
Gener--Plans for Gener" in the Prospectus is hereby amended and supplemented by
adding the following paragraph after the final paragraph of the section:
"On December 12, 2000, we announced that, in the event we acquire control
of Gener, Gener will propose an amendment to the terms of Gener's 6% Senior
Convertible Notes Due 2005, relating to adjustments of the conversion price
in the event of certain distributions of dividends to provide that the
conversion price of the notes will be subject to adjustment upon the terms
set forth in such notes in the event of a distribution of dividends from
accumulated profits and capital reserves as of September 30, 2000. The
Gener convertible notes currently require such adjustments only in the
event of the distribution of dividends corresponding to fiscal years prior
to 1998."
INFORMATION NOT REQUIRED IN PROXY STATEMENT/PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, Article VIII of AES's
Bylaws, as amended, and indemnification agreements entered into by AES with its
directors provide for the exculpation of directors and the indemnification of
officers, directors, employees and agents under certain circumstances.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceedings, had no reasonable cause to believe their
conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, Bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
Set forth below is Article VIII of AES's Bylaws pertaining to
indemnification of officers, directors, employees and agents and insurance,
which is in full compliance with Section 145 of the Delaware General Corporate
Law:
Section 8.01. (A) Any person who was or is a party or is threatened to be
made a party to or was or is involved (as a witness or otherwise) in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than any action or suit by or
in the right of the Corporation to procure a judgment in its favor (a
"derivative action")) by reason of the fact that he or she is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, shall be indemnified by the
Corporation, to the extent authorized by the laws of the State of Delaware as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such laws permitted prior to such
amendment), against all expenses (including, but not limited to, attorneys'
fees, judgments, fines, penalties and amounts paid in settlement) actually and
reasonably incurred by him or her in
II-2
<PAGE>
connection with the defense or settlement of such action, suit or proceeding.
In the event of any derivative action, such persons shall be indemnified by the
Corporation under the same conditions and to the same extent as specified
above, except that no indemnification is permitted in respect of any claim,
issue or matter as to which such persons shall have been adjudged to be liable
to the Corporation unless and only to the extent that the 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 Court of Chancery or such other court
shall deem proper. The indemnification expressly provided by statute in a
specific case shall not be deemed exclusive of any other rights to which any
person indemnified may be entitled under any lawful agreement, vote of the
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while hold in
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(B) The right to indemnification conferred in this Article VIII is and
shall be a contract right. The right to indemnification conferred in this
Article VIII shall include the right to be paid by the Corporation the expenses
(including attorneys' fees and retainers therefor) reasonably incurred in
connection with any such proceeding in advance of its final disposition, such
advances to be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from a director, officer or employee
of the Corporation requesting such advance or advances from time to time;
provided, however, the payment of such expenses incurred by a director, officer
or employee in his or her capacity as a director, officer or employee in
advance of the final disposition of a proceeding shall be made only upon
delivery to the employee to repay all amounts so advanced if it shall
ultimately be determined that such director, officer or employee is not
entitled to be indemnified under this Article VIII or otherwise.
(C) To obtain indemnification under this Article VIII, an indemnitee shall
submit to the Corporation a written request, including therein or therewith
such documentation and information as is reasonably available to such person
and is reasonably necessary to determine whether and to what extent the
indemnitee is entitled to indemnification.
(D) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture; trust or other enterprise
including service with respect to employee benefit plans, against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director,
officer or employee, and each such agent to which rights to indemnification
have been granted as provided in paragraph (E) of this Article VIII, shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage thereunder for any such director, officer,
employee or agent.
(E) The Corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification, and rights to be paid by
the Corporation the expenses incurred in connection with any proceeding in
advance of its final disposition to any agent of the Corporation to the fullest
extent of the provisions of this Article VIII with respect to the
indemnification and advancement of expenses of directors, officers and
employees of the Corporation.
In addition, AES has entered into indemnification agreements with its
directors and officers pursuant to which AES has agreed to indemnify such
directors and officers in accordance with, and to the fullest extent permitted
by, the Delaware General Corporation Law against any and all expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the indemnitee in connection with any proceeding in which the
indemnitee was or is made a party or was or is involved by reason of the fact
that the indemnitee is or was a director or an officer.
AES has also purchased liability insurance policies covering certain
directors and officers of AES.
II-3
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
---------- -------------------------------------------------------------------------------
<S> <C>
3.1 Sixth Amended and Restated Certificate of Incorporation of The AES
Corporation (incorporated by reference to Exhibit 3.1 to The AES Corporation
Quarterly Report on Form 10-Q filed May 15, 2000).
3.2 The AES Corporation Bylaws, as amended (incorporated by reference to
Exhibit 3.2 to the AES Corporation Quarterly Report on Form 10-Q filed on
August 14, 1998).
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of
the securities.
23.1* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit
5.1).
23.4 Consent of Deloitte and Touche LLP.**
24.1 Powers of Attorney (set forth on signature page).
99.1 Form of ADS Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.**
99.4 Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
99.5 Form of Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.**
99.6 Summary Advertisement published in The Wall Street Journal on November 13,
2000.**
99.7 Press Release issued by AES on November 3, 2000 (incorporated by reference
to the filing by AES pursuant to Rule 425 on November 3, 2000).
99.8 Letter Agreement between AES and Compania de Petroleos de Chile S.A.,
dated November 3, 2000 (incorporated by reference to Exhibit (d) by AES on
Schedule TO-T filed on November 9, 2000).
99.9 Press Release issued by AES on November 22, 2000 (incorporated by reference
to Exhibit (a)(9) by AES on Schedule TO-T/A filed on November 22, 2000).
99.10 Press Release issued by AES on November 28, 2000 (incorporated by reference
to Exhibit (a)(10) by AES on Schedule TO-T/A filed on November 30, 2000).
99.11 Agreement, dated as of November 28, 2000, between AES, TotalFinalElf, and
Total Gas and Power Ventures (incorporated by reference to Exhibit (a)(11) by
AES on Schedule TO-T/A filed on November 30, 2000).
99.12 Press Release issued by AES on December 7, 2000 (incorporated by reference
to Exhibit (a)(12) by AES on Schedule TO-T/A filed on December 7, 2000).
99.13 Press Release issued by AES on December 8, 2000 (incorporated by reference
to Exhibit (a)(14) by AES on Schedule TO-T/A filed on December 8, 2000).
99.14 Press Release issued by AES on December 13, 2000 (incorporated by reference
to Exhibit (a)(15) by AES on Schedule TO-T/A filed on December 13, 2000).
</TABLE>
----------
* To be filed by amendment
** Previously filed
II-4
<PAGE>
(b) Financial Statement Schedules
The Financial Statement Schedules have previously been filed as part of
AES's Form 10-K for the fiscal year ended December 31, 1999.
(c) None
ITEM 22. 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 in 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.
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 Commission pursuant to Rule 424(b) under the Securities
Act, if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and;
(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 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 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.
(C) The undersigned registrant hereby undertakes:
(1) that, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form;
(2) that every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements
of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a
part of an
II-5
<PAGE>
amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
(D) 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 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.
(E) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(F) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Arlington, State
of Virginia, on the 13th day of December, 2000.
THE AES CORPORATION
By: /s/ Dennis W. Bakke
----------------------------------
Name: Dennis W. Bakke
----------------------------
Title: President and Chief
Financial Officer
-----------------------------
Pursuant to the requirements of the Securities Act, 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/ Roger W. Sant* Chairman of the Board December 13, 2000
-------------------------
Roger W. Sant
/s/ Dennis W. Bakke President, Chief Executive Officer December 13, 2000
------------------------- (principal executive officer) and
Dennis W. Bakke Director
/s/ Alice F. Emerson* Director December 13, 2000
-------------------------
Dr. Alice F. Emerson
/s/ Robert F. Hemphill, Jr.* Director December 13, 2000
-------------------------
Robert F. Hemphill, Jr.
/s/ Frank Jungers* Director December 13, 2000
-------------------------
Frank Jungers
/s/ John H. McArthur* Director December 13, 2000
-------------------------
John H. McArthur
/s/ Hazel R. O'Leary* Director December 13, 2000
-------------------------
Hazel R. O'Leary
/s/ Thomas I. Unterberg* Director December 13, 2000
-------------------------
Thomas I. Unterberg
/s/ Robert H. Waterman, Jr.* Director December 13, 2000
-------------------------
Robert H. Waterman, Jr.
/s/ Barry J. Sharp* Senior Vice President and Chief December 13, 2000
------------------------- Financial Officer (Principal Financial
Barry J. Sharp and Accounting Officer)
*By: /s/ Dennis W. Bakke
--------------------
Dennis W. Bakke, as
Attorney-in-Fact for each
of the persons indicated
</TABLE>
II-7
