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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2000
ROYAL CARIBBEAN CRUISES LTD.
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1050 CARIBBEAN WAY, MIAMI, FLORIDA 33132
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.]
FORM 20-F [X] FORM 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
YES [ ] NO [X]
[If "Yes" is marked indicate below the file number assigned to the
registrant in connection with rule 12g-3-2(b): 82 _____].
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The following document is being furnished by Royal Caribbean Cruises Ltd.
pursuant to this Report on Form 6-K:
Document No. 1 Articles of Amendment to the Articles of Incorporation
of Royal Caribbean Cruises Ltd. dated May 30, 2000
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INCORPORATION BY REFERENCE
This report on Form 6-K is hereby incorporated by reference in
registrant's Registration Statement on Form F-3, File No. 333-89015, filed with
the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
Date August 28, 2000 By: /s/ Richard J. Glasier
---------------------------------
Richard J. Glasier
Executive Vice President
and Chief Financial Officer
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DOCUMENT No. 1
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
ROYAL CARIBBEAN CRUISES LTD.
UNDER SECTION 9.5 OF THE
BUSINESS CORPORATION ACT
The undersigned, the duly authorized Executive Vice President and
Secretary of Royal Caribbean Cruises Ltd. (the "Corporation"), for the purpose
of amending the Articles of Incorporation, do hereby certify as follows:
1. The Articles of Incorporation of Royal Caribbean Cruises Ltd. (which
was formed under the name of Royal Caribbean Corp.) were filed with the Minister
of Foreign Affairs on July 23, 1985.
2. The following Articles Tenth and Eleventh shall be added to the
Articles to read as follows:
"TENTH RESTRICTIONS ON TRANSFER
(a) Definitions. For purposes of this Article TENTH and
Article ELEVENTH the following terms shall have the following meanings:
"Amendment Date" shall mean the date that Articles TENTH and
ELEVENTH are adopted in an Articles of Amendment that is properly filed.
"Beneficial Ownership" shall mean ownership of Shares by a
Person who would be treated as the owner of such Shares directly, indirectly or
constructively, as determined for purposes of Section 883(c)(3) of the Code and
the regulations promulgated thereunder, and shall include any Shares
Beneficially Owned by any other Person who is a "related person" with respect to
such Person through the application of Section 267(b) of the Code, as modified
in any way for the purposes of Section 883(c)(3) of the Code and the regulations
promulgated thereunder. The terms "Beneficial Owner", "Beneficially Owns" and
"Beneficially Owned" shall have correlative meanings.
"Charitable Beneficiary" shall mean the organization or
organizations described in Section 170(c)(2) and 501(c)(3) of the Code selected
by the Excess Share Trustee.
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"Code" shall mean the United States Internal Revenue Code of
1986, as amended from time to time.
"Excess Shares" shall mean Shares resulting from an event
described in Article TENTH (c) hereof.
"Excess Share Trust" shall mean the trust created pursuant to
Article ELEVENTH hereof.
"Excess Share Trustee" shall mean a Person, who shall be
unaffiliated with the Corporation, any Purported Beneficial Transferee and any
Purported Record Transferee, appointed by the Board of Directors as the trustee
of the Excess Share Trust.
"Existing Holders" shall mean (i) A. Wilhelmsen AS, (ii)
Cruise Associates, and (iii) any Permitted Transferee.
"Market Price" of any class of Shares on any date shall mean
the average of the daily closing prices for any such class of Shares for the
five (5) consecutive trading days ending on such date, or if such date is not a
trading date, the five consecutive trading days preceding such date. The closing
price for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to any class of Shares listed or
admitted to trading on the New York Stock Exchange, or if such class of Shares
are not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which such class of Shares are listed
or admitted to trading, or if such class of Shares are not listed or admitted to
trading on any national securities exchange, the last quoted price, or if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System or such other system then in use, or if such class of
Shares are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in
such class of Shares selected by the Board of Directors.
"Ownership Limit" shall mean, in the case of a Person other
than an Existing Holder, Beneficial Ownership of more than four and nine-tenths
percent (4.9%), by value, vote or number, of any class of Shares. The Ownership
Limit shall not apply to any Existing Holder or to any class of Shares exempted
in accordance with the provisions of Article TENTH (i).
"Permitted Transfer" shall mean a Transfer by an Existing
Holder to any Person which does not result in the Corporation losing its
exemption from taxation on gross income derived from the international operation
of a ship or ships within the meaning of Section 883 of the Code. Any such
transferee is herein referred to as a "Permitted Transferee."
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"Person" shall mean a person as defined by Section 7701(a) of
the Code.
"Purported Beneficial Holder" shall mean, with respect to any
event (other than a purported Transfer, but including holding Shares in excess
of the Ownership Limitation on the Amendment Date) which results in Excess
Shares, the Person for whom the Purported Record Holder held Shares that,
pursuant to Article TENTH (c) hereof, became Excess Shares upon the occurrence
of such event.
"Purported Beneficial Transferee" shall mean, with respect to
any purported Transfer which results in Excess Shares, the purported beneficial
transferee for whom the Purported Record Transferee would have acquired Shares
if such Transfer had been valid under Article TENTH (b) hereof.
"Purported Record Holder" shall mean, with respect to any
event (other than a purported Transfer, but including holding Shares in excess
of the Ownership Limitation on the Amendment Date) which results in Excess
Shares, the record holder of the Shares that, pursuant to Article TENTH (c)
hereof, became Excess Shares upon the occurrence of such event.
"Purported Record Transferee" shall mean, with respect to any
purported Transfer which results in Excess Shares, the record holder of the
Shares if such Transfer had been valid under Article TENTH (b) hereof.
"Restriction Termination Date" shall mean such date as may be
determined by the Board of Directors in its sole discretion (and for any reason)
as the date on which the ownership and transfer restrictions set forth in
Articles TENTH and ELEVENTH should cease to apply.
"Shares" shall mean shares of the Corporation of any class or
classes traded on an established securities market as may be authorized and
issued from time to time pursuant to Article FIFTH.
"Transfer" shall mean any sale, transfer, gift, hypothecation,
pledge, assignment, devise or other disposition of Shares (including (i) the
granting of any option or interest similar to an option (including an option to
acquire an option or any series of such options) or entering into any agreement
for the sale, transfer or other disposition of Shares or (ii) the sale,
transfer, assignment or other disposition of any securities or rights
convertible into or exchangeable for Shares), whether voluntary or involuntary,
whether of record, constructively or beneficially and whether by operation of
law or otherwise. For purposes of this definition, whether securities or rights
are convertible or exchangeable for Shares shall be determined in accordance
with Sections 267(b) and 883 of the Code.
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(b) Restrictions of Transfers and Other Events.
Except as provided in Article TENTH (i) hereof, from the Amendment Date
until the Restriction Termination Date: (1) no Person (other than an Existing
Holder) shall Beneficially Own Shares in excess of the Ownership Limit; (2) any
Transfer that, if effective, would result in any Person (other than an Existing
Holder) Beneficially Owning Shares in excess of the Ownership Limit shall be
void ab initio as to the Transfer of that number of Shares which would be
otherwise Beneficially Owned by such Person in excess of the Ownership Limit and
the intended transferee shall acquire no rights in such Shares in excess of the
Ownership Limit; and (3) any Transfer of Shares that, if effective, would result
in the Corporation being "closely held" within the meaning of Section 883 of the
Code and the regulations promulgated thereunder shall be void ab initio as to
the Transfer of that number of Shares which would cause the Corporation to be
"closely held" within the meaning of Section 883 of the Code and the regulations
promulgated thereunder and the intended transferee shall acquire no rights in
such Shares.
(c) Excess Shares.
(1) If, notwithstanding the other provisions contained in these
Articles, at any time from the Amendment Date until the Restriction Termination
Date, there is a purported Transfer or other event such that any Person (other
than an Existing Holder) would Beneficially Own Shares in excess of the
Ownership Limit, then, except as otherwise provided in Article TENTH (i) hereof,
such Shares which would be in excess of the Ownership Limit (rounded up to the
nearest whole share), shall automatically be designated as Excess Shares
(without reclassification), as further described in Article TENTH (c) (2)
hereof. The designation of such Shares as Excess Shares shall be effective as of
the close of business on the business day prior to the date of the Transfer or
other event. If, after designation of such Shares owned directly by a Person as
Excess Shares, such Person still owns Shares in excess of the applicable
Ownership Limit, Shares Beneficially Owned by such Person constructively in
excess of the Ownership Limit shall be designated as Excess Shares until such
Person does not own Shares in excess of the applicable Ownership Limit. Where
such Person owns Shares constructively through one or more Persons and the
Shares held by such other Persons must be designated as Excess Shares, the
designation of Shares held by such other Persons as Excess shares shall be pro
rata.
(2) If, notwithstanding the other provisions contained in these
Articles, at any time from the Amendment Date until the Restriction Termination
Date, there is a purported Transfer which, if effective, would cause the
Corporation to become "closely held" within the meaning of Section 883 of the
Code and regulations promulgated thereunder, then, except as otherwise provided
in Article TENTH (i) hereof, the Shares being Transferred and which would cause,
when taken together with all other Shares, the Corporation to be "closely held"
within the meaning of Section 883 of the Code and the regulations promulgated
thereunder (rounded up to the nearest whole share) shall automatically be
designated as Excess Shares (without reclassification). The designation
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of such Shares as Excess Shares shall be effective as of the close of business
on the business day prior to the date of the Transfer.
(d) Remedies for Breach.
If the Board of Directors or their designees shall at any time
determine in good faith that a purported Transfer or other event has taken place
in violation of Article TENTH (b) hereof or that a Person intends to acquire or
has attempted to acquire Beneficial Ownership of any Shares in violation of
Article TENTH (b) hereof, the Board of Directors or their designees may take
such action as they deem advisable to refuse to give effect to or to prevent
such Transfer or other event, including, but not limited to, refusing to give
effect to such Transfer or other event on the books of the Corporation or
instituting proceedings to enjoin such Transfer or other event or transaction;
provided, however, that any Transfers or attempted Transfers (or, in the case of
events other than a Transfer, Beneficial Ownership) in violation of Article
TENTH (b) hereof shall be void ab initio and automatically result in the
designation and treatment described in Article TENTH (c) hereof, irrespective of
any action (or non-action) by the Board of Directors or their designees.
(e) Notice of Restricted Transfer.
Any Person who acquires or attempts to acquire Shares in violation of
Article TENTH (b) hereof, or any Person who is a purported transferee such that
Excess Shares result under Article TENTH (c) hereof, shall immediately give
written notice to the Corporation of such Transfer, attempted Transfer or other
event and shall provide to the Corporation such other information as the
Corporation may request in order to determine the effect, if any, of such
Transfer or attempted Transfer or other event on the Corporation's status as
qualifying for exemption from taxation on gross income from the international
operation of a ship or ships within the meaning of Section 883 of the Code.
(f) Exclusion.
The restrictions set forth in Article TENTH (b) shall not apply to
any Shares with respect to which such restrictions are prohibited pursuant to
applicable provisions of the corporation laws of the Corporation's jurisdiction
of incorporation.
(g) Remedies Not Limited.
Subject to Article TENTH (1) hereof, nothing contained in these
Articles shall limit the authority of the Board of Directors to take such other
action as they deem necessary or advisable to protect the interests of the
Corporation's shareholders by preservation of the Corporation's status as exempt
from taxation on gross income from the international operation of a ship or
ships within the meaning of Section 883 of the Code and to ensure compliance
with the Ownership Limit.
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(h) Ambiguity.
In the case of an ambiguity in the application of any of the provisions
of these Articles, including any definition contained in Article TENTH (a)
hereof, the Board of Directors shall have the power to determine the application
of the provisions of these Articles with respect to any situation based on the
facts known to them.
(i) Exception.
The Board of Directors upon receipt of a ruling from the Internal
Revenue Service or an opinion of tax counsel, satisfactory to them in their sole
and absolute discretion, in each case to the effect that the Corporation's
status as exempt from taxation on gross income from the international operation
of a ship or ships within the meaning of Section 883 of the Code will not be
jeopardized or worsened, may exempt a Person (or may generally exempt any class
of Persons) or any class of Shares from the Ownership Limit if the Board of
Directors, in its sole discretion, ascertains that such Person's (or Persons')
Beneficial Ownership of Shares or the Beneficial Ownership of such class of
Shares will not jeopardize or worsen the Corporation's status as exempt from
taxation on gross income from the international operation of a ship or ships
within the meaning of Section 883 of the Code. The Board of Directors may
require representations and undertakings from such Person or Persons as are
necessary to make such determination.
(j) Legend.
After the Amendment Date, and prior to the Restriction Termination
Date, each certificate for the Shares shall bear the following legend:
The Shares represented by this certificate are subject to restrictions
on transfer. Unless excepted by the Board of Directors or exempted by the terms
of the Articles of Incorporation of Royal Caribbean Cruises Ltd., no Person may
(1) Beneficially Own Shares in excess of 4.9% of the outstanding Shares, by
value, vote or number, determined as provided in the Articles of Incorporation
of Royal Caribbean Cruises Ltd., and computed with regard to all outstanding
Shares and, to the extent provided by the Code, all Shares issuable under
existing options and exchange rights that have not been exercised; or (2)
Transfer Shares which would result in the Corporation being "closely held".
Unless so excepted, any acquisition of Shares and continued holding of ownership
constitutes a continuous representation of compliance with the above
limitations, and any Person who attempts to Beneficially Own Shares in excess of
the above limitations has an affirmative obligation to notify the Corporation
immediately upon such attempt. If the restrictions on transfer are violated, the
transfer will be void ab initio and the Shares represented hereby will be
designated and treated as Excess Shares that will be held in trust. Excess
Shares may not be transferred at a profit and may be purchased by the
Corporation. In addition, certain Beneficial Owners must give written notice as
to certain information on demand and on exceeding certain ownership levels. All
terms not defined in this legend have the meanings provided in the Articles of
Incorporation of Royal
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Caribbean Cruises Ltd. The Corporation will mail without charge to any
requesting shareholder a copy of the Articles of Incorporation, including the
express terms of each class and series of the authorized Shares of the
Corporation, within five (5) days after receipt by the Secretary of the
Corporation of a written request therefor.
(k) Severability.
If any provision of Articles TENTH or ELEVENTH or any application of
any such provision is determined to be invalid by any Liberian court or United
States federal or state court having jurisdiction over the issues, the validity
of the remaining provisions shall not be affected, and other applications of
such provision shall be affected only to the extent necessary to comply with the
determination of such court.
(l) New York Stock Exchange and Oslo Stock Exchange Transactions.
Nothing in these Articles shall preclude the settlement of any
transaction entered into through the facilities of the New York Stock Exchange
or the Oslo Stock Exchange. The fact that the settlement of any transaction
occurs shall not negate the effect of any other provision of these Articles and
any transferee in such a transaction shall be subject to all the provisions and
limitations set forth in these Articles.
ELEVENTH EXCESS SHARES
(a) Ownership in Trust.
Upon any purported Transfer or other event that results in Excess
Shares pursuant to Article TENTH (c) hereof, such Excess Shares shall be deemed
to have been transferred to the Excess Share Trustee, as trustee of the Excess
Share Trust, for the benefit of the Charitable Beneficiary effective as of the
close of business on the business day prior to the date of the Transfer or other
event. Excess Shares so held in trust shall be issued and outstanding shares of
the Corporation. The Purported Record Transferee or Purported Record Holder
shall have no rights in such Excess Shares. The Purported Beneficial Transferee
or Purported Beneficial Holder shall have no rights in such Excess Shares except
as provided in Article ELEVENTH (c) or (e). The Excess Share Trustee may resign
at any time so long as the Corporation shall have appointed a successor trustee.
The Excess Share Trustee shall, from time to time, designate one or more
charitable organization or organizations as the Charitable Beneficiary.
(b) Dividend Rights.
Excess Shares shall be entitled to the same dividends determined as if
the designation of Excess Shares had not occurred. Any dividend or distribution
paid prior to the discovery by the Corporation that the Shares have been
designated as Excess Shares shall be repaid to the Excess Share Trust upon
demand. Any dividend or distribution declared but unpaid shall be paid to the
Excess Share Trust. All dividends received or other income earned by the Excess
Share Trust shall be paid over to the Charitable Beneficiary.
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(c) Rights Upon Liquidation.
Upon liquidation, dissolution or winding up of the Corporation, the
Purported Beneficial Transferee or Purported Beneficial Holder shall receive,
for each Excess Share, the lesser of (1) the amount per share of any
distribution made upon liquidation, dissolution or winding up or (2) (x) in the
case of Excess Shares resulting from a purported Transfer, the price per share
of the Shares in the transaction that created such Excess Shares (or, in the
case of the devise, gift or other similar event, the Market Price of such Shares
on the date of such devise, gift or other similar event) or (y) in the case of
Excess Shares resulting from an event other than a purported Transfer, the
Market Price of the Shares on the date of such event. Any amounts received in
excess of such amount shall be paid to the Charitable Beneficiary.
(d) Voting Rights.
The Excess Share Trustee shall be entitled to vote the Excess Shares on
behalf of the Charitable Beneficiary on any matter. Subject to Liberian law, any
vote cast by a Purported Record Transferee with respect to the Excess Shares
prior to the discovery by the Corporation that the Excess Shares were held in
trust will be rescinded ab initio; provided, however, that if the Corporation
has already taken irreversible action with respect to a merger, reorganization,
sale of all or substantially all the assets, dissolution of the Corporation or
other action by the Corporation, then the vote cast by the Purported Record
Transferee shall not be rescinded. The purported owner of the Excess Shares will
be deemed to have given an irrevocable proxy to the Excess Share Trustee to vote
the Excess Shares for the benefit of the Charitable Beneficiary.
Notwithstanding the provisions of these Articles, until the Corporation
has received notification that Excess Shares have been transferred into an
Excess Share Trust, the Corporation shall be entitled to rely on its share
transfer and other shareholder records for purposes of preparing lists of
shareholders entitled to vote at meetings, determining the validity and
authority of proxies and otherwise conducting votes of shareholders.
(e) Restrictions on Transfer; Designation of Excess Share Trust
Beneficiary.
Excess Shares shall be transferable only as provided in this Article
ELEVENTH (e). At the direction of the Board of Directors, the Excess Share
Trustee shall transfer the Excess Shares held in the Excess Share Trust to a
Person or Persons (including, without limitation, the Corporation under Article
ELEVENTH (f) below) whose ownership of such Shares shall not violate the
Ownership Limit or otherwise cause the Corporation to become "closely held"
within the meaning of Section 883 of the Code within 180 days after the later of
(i) the date of the Transfer or other event which resulted in Excess Shares and
(ii) the date the Board of Directors determines in good faith that a Transfer or
other event resulting in Excess Shares has occurred, if the Corporation does not
receive a notice of such Transfer or other event pursuant to Article TENTH (e)
hereof. If such a transfer is made, the interest of the Charitable Beneficiary
shall terminate, the designation of such
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Shares as Excess Shares shall thereupon cease and a payment shall be made to the
Purported Beneficial Transferee, Purported Beneficial Holder and/or the
Charitable Trustee as described below. If the Excess Shares resulted from a
purported Transfer, the Purported Beneficial Transferee shall receive a payment
from the Excess Share Trustee that reflects a price per share for such Excess
Shares equal to the lesser of (A) the price per share received by the Excess
Share Trustee and (B) (x) the price per share such Purported Beneficial
Transferee paid for the Shares in the purported Transfer that resulted in the
Excess Shares, or (y) if the Purported Beneficial Transferee did not give value
for such Excess Shares (through a gift, devise or other similar event) a price
per share equal to the Market Price of the Shares on the date of the purported
Transfer that resulted in the Excess Shares. If the Excess Shares resulted from
an event other than a purported Transfer, the Purported Beneficial Holder shall
receive a payment from the Excess Share Trustee that reflects a price per share
of Excess Shares equal to the lesser of (A) the price per share received by the
Excess Share Trustee and (B) the Market Price of the Shares on the date of the
event that resulted in Excess Shares. Prior to any transfer of any interest in
the Excess Share Trust, the Corporation must have waived in writing its purchase
rights, if any, under Article ELEVENTH (f) hereof. Any funds received by the
Excess Share Trustee in excess of the funds payable to the Purported Beneficial
Holder or the Purported Beneficial Transferee shall be paid to the Charitable
Beneficiary. The Corporation shall pay the costs and expenses of the Excess
Share Trustee.
Notwithstanding the foregoing, if the provisions of this Article
ELEVENTH (e) are determined to be void or invalid by virtue of any legal
decision, statute, rule or regulation, then the Purported Beneficial Transferee
or Purported Beneficial Holder of any shares of Excess Shares may be deemed, at
the option of the Corporation, to have acted as an agent on behalf of the
Corporation in acquiring or holding such Excess Shares and to hold such Excess
Shares on behalf of the Corporation.
(f) Purchase Right in Excess Shares.
Excess Shares shall be deemed to have been offered for sale by the
Excess Share Trustee to the Corporation, or its designee, at a price per Excess
Share equal to (i) in the case of Excess Shares resulting from a purported
Transfer, the lesser of (A) the price per share of the Shares in the transaction
that created such Excess Shares (or, in the case of devise, gift or other
similar event, the Market Price of the Shares on the date of such devise, gift
or other similar event), or (B) the lowest Market Price of the class of Shares
which resulted in the Excess Shares at any time after the date such Shares were
designated as Excess Shares and prior to the date the Corporation, or its
designee, accepts such offer or (ii) in the case of Excess Shares resulting from
an event other than a purported Transfer, the lesser of (A) the Market Price of
the Shares on the date of such event or (B) the lowest Market Price for Shares
which resulted in the Excess Shares at any time from the date of the event
resulting in such Excess Shares and prior to the date the Corporation, or its
designee, accepts such offer. The Corporation shall have the right to accept
such offer for a period of ninety (90) days after the later of (i) the date of
the Transfer or other event which resulted in such Excess Shares and (ii) the
date the Board
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of Directors determines in good faith that a Transfer or other event resulting
in Excess Shares has occurred, if the Corporation does not receive a notice of
such Transfer or other event pursuant to Article TENTH (e) hereof.
(g) Underwritten Offerings.
The Ownership Limit shall not apply to the acquisition of Shares or
rights, options or warrants for, or securities convertible into, Shares by an
underwriter in a public offering or placement agent in a private offering,
provided that the underwriter makes a timely distribution of such Shares or
rights, options or warrants for, or securities convertible into, Shares.
(h) Enforcement.
The Corporation is authorized specifically to seek equitable relief,
including injunctive relief, to enforce the provisions of these Articles.
(i) Non-Waiver.
No delay or failure on the part of the Corporation or the Board of
Directors in exercising any right hereunder shall operate as a waiver of any
right of the Corporation or the Board of Directors, as the case may be, except
to the extent specifically waived in writing.
(j) No Trust Business.
Notwithstanding anything to contrary included in these Articles, the
creation and continued existence of the Excess Share Trust may not be regarded
as constituting the exercise by the Excess Share Trustee of trust business in
Liberia in violation of the trust laws of Liberia."
3. These Articles of Amendment to the Articles of Incorporation of the
Corporation were authorized by the affirmative vote of the holders of more than
two-thirds of all outstanding shares entitled to vote thereon at a meeting of
shareholders
In witness whereof, the undersigned have executed these Articles of
Amendment this 30th day of May, 2000.
/s/ Richard J. Glasier /s/ Michael J. Smith
---------------------- ----------------------
Richard J. Glasier Michael J. Smith
Executive Vice President Secretary
