<PAGE> 1
As filed with the Securities and Exchange Commission on April 13, 2000.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0001
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2721761
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086-7528
(Address of Registrant's principal executive offices)
AMERICAN EAGLE OUTFITTERS, INC.
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Dale E. Clifton
Vice President, Controller, and Chief Accounting Officer
American Eagle Outfitters, Inc.
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086-7528
(724) 776-4857
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Neil Bulman, Jr., Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215-6194
(614) 227-2219
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01 par value 4,000,000 $30.125 $120,500,000 $31,812
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of American
Eagle Outfitters, Inc. Common Stock as reported on the Nasdaq National Market
System on April 12, 2000.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of American Eagle Outfitters, Inc. Common Stock, without par
value, as may be issuable pursuant to future stock dividends, stock splits or
similar transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information concerning the 1999 Stock
Incentive Plan of American Eagle Outfitters, Inc., a Delaware corporation,
("American Eagle" or the "Company"), specified in Part I, will be sent or given
to participants as specified by Rule 428(b)(1). Such documents are not a part of
this Registration Statement in accordance with the Note to Part I of the Form
S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
American Eagle incorporates by reference the following documents that
the Company has previously filed with the Securities and Exchange Commission:
1. Annual Report on Form 10-K for the fiscal year ended January
29, 2000, filed April 12, 2000.
2. The description of American Eagle common stock which is
contained in American Eagle's Form 8-A filed with the
Securities and Exchange Commission pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, as updated in
any amendment or report filed for the purpose of updating such
description, is hereby incorporated by reference.
All documents filed by American Eagle pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the filing of post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Article Seventh of American Eagle's Certificate of Incorporation
provides that American Eagle shall, to the fullest extent permitted by
applicable law as then in effect, 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 was a director, officer, or employee
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The Company shall indemnify against all
expenses (including attorneys' fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection therewith.
Without limiting the generality of the foregoing, the Company may enter into one
or more agreements with any person that provide for indemnification greater or
different than that provided in Article Seventh.
II-1
<PAGE> 3
Article Seventh expressly states that neither the amendment nor repeal
of the By-Laws or the Certificate of Incorporation shall adversely affect any
right to indemnification for acts occurring prior to such amendment or repeal.
The right of indemnification and advancement of expenses provided by Article
Seventh is not exclusive of any other rights of indemnification or advancement
of expenses that may be available.
All indemnification rights in Article Seventh and Article IX of
American Eagle's By-Laws are contract rights. If any provision of Article IX is
held invalid, illegal or unenforceable, the remaining provisions of Article IX
shall not be affected. An indemnitee also may elect, as an alternative to the
Article IX procedures, to follow procedures authorized by applicable corporate
law or statute. Article IX sets forth specific procedures for the advancement of
expenses and for the determination of entitlement to indemnification.
Advancement of expenses are to be paid by the Company within 20 days
after the receipt by the Company of a statement or statements from the claimant
requesting such advance or advances provided that the claimant delivers an
undertaking to repay all amounts so advanced unless it shall ultimately be
determined that such person is entitled to be indemnified. To obtain
indemnification, a claimant shall submit to the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to the claimant and is reasonably necessary to determine
and to what extent the claimant is entitled to indemnification. In the event the
determination of entitlement is to be made by Independent Counsel as set forth
in the Certificate of Incorporation, the Independent Counsel shall be selected
by the Board of Directors. If it is so determined that the claimant is entitled
to indemnification, payment to the claimant shall be made within 10 days after
such determination. If a claim has not been paid in full by the Company within
thirty days after a written claim has been received by the Company, the claimant
may at any time bring suit against the Company to recover the unpaid amount and,
if successful in whole or in part, the claimant shall also be entitled to be
paid the expense of prosecuting such claim.
If a determination shall be made that the claimant is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding. The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to Article IX that the procedures and
presumptions of the By-Laws are not valid, binding, and enforceable and shall
stipulate in such proceeding that the Company is bound by all the provisions of
the By-Laws.
(b) Under Section 145 of the Delaware Law, indemnification of any
person who is or was a party or threatened to be made so in any action by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or was serving as such of another corporation of other enterprise at
the request of the corporation is permitted against expenses, fines and amounts
paid in settlement actually and reasonably incurred by him in such proceeding
where the indemnified person 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 in
criminal actions where he had no reasonable cause to believe his conduct was
unlawful. Indemnification is also permitted in lawsuits brought by or on behalf
of the corporation if the standards of conduct described above are met, except
that no indemnification is permitted in respect to any matter in which the
person is adjudged to be liable to the corporation unless a court shall
determine that indemnification is fair and reasonable in view of all the
circumstances of the case. Indemnification against expenses (including
attorneys' fees) actually and reasonably incurred by directors, officers,
employees and agents is required under Section 145 of the Delaware Law in those
cases where the person to be indemnified has been successful on the merits or
otherwise in defense of a lawsuit of the type described above. In cases where
indemnification is permissive, a determination as to whether the person met the
applicable standard of conduct must be made (unless ordered by a court) by
majority vote of the disinterested directors, by independent legal counsel, or
by the stockholders. Such indemnification rights are specifically not deemed to
be exclusive of other rights of indemnification by agreement or otherwise and
the corporation is authorized to advance expenses incurred prior to the final
disposition of a matter upon receipt of an undertaking to repay such amounts on
a determination that indemnification was not permitted in the circumstances of
the case.
(c) Under Section 145 of the Delaware Law and Article IX of the
By-Laws, American Eagle may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of American Eagle,
or who, while serving in such capacity, is or was at the request of American
Eagle, a director, officer, employee or agent of another corporation or other
enterprise, against liability asserted against or incurred by such person in any
such capacity whether or not American Eagle would have the power to provide
indemnity under
II-2
<PAGE> 4
Section 145 or the By-Laws. American Eagle has obtained insurance which, subject
to certain exceptions, insures the directors and officers of American Eagle and
its subsidiaries.
(d) American Eagle is a party to indemnification contracts with its
directors and certain officers which provide that such directors and officers
will be indemnified to the fullest extent provided by Section 145 of the
Delaware Law (or such other future statutory provision authorizing or permitting
indemnification) against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, actually and reasonably paid or incurred by them
in any action or proceeding, including any action by or in the right of American
Eagle, by reason of the fact that they were a director, officer, employee or
agent of American Eagle, or were serving at the request of American Eagle as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
No indemnity will be provided under such indemnification contracts (i)
except to the extent that the aggregate losses to be indemnified pursuant
thereto exceed the amount for which the indemnitee is indemnified pursuant to
any directors and officers liability insurance purchased and maintained by
American Eagle; (ii) in respect to remuneration paid to an indemnitee if it
shall be determined by a final judgment that such remuneration was in violation
of law; (iii) on account of any suit in which judgment is rendered against an
indemnitee for an accounting of profits made from the purchase or sale by
indemnitee of securities of American Eagle pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iv) on account of the
indemnitee's act or omission being finally adjudged to have been not in good
faith or involving intentional misconduct or a knowing violation of law; or (v)
if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful.
(e) Article Seventh of American Eagle's Certificate of Incorporation
provides that a director of American Eagle shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to American Eagle 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 General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived any
improper personal benefit.
The above discussion of American Eagle's By-Laws, Certificate of
Incorporation, indemnification agreements, and of Section 145 of the Delaware
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such By-Laws, Certificate of Incorporation and statutes.
ITEM 7. EXEMPTION FROM REGISTRATION
Not applicable.
II-3
<PAGE> 5
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4(a) American Eagle Outfitters, Inc. 1999 Stock
Incentive Plan (previously filed as Appendix A to
Definitive Proxy Statement (No. 000-23760) filed
with the Securities and Exchange Commission on May
7, 1999, and incorporated herein by reference).
4(b) Second Amended and Restated Certificate of
Incorporation of American Eagle Outfitters, Inc.,
as amended (previously filed as Exhibit 3.1 to
Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 21,
1999, and incorporated herein by reference).
4(c) Amended and Restated Bylaws (previously filed as
Exhibit 3.2 to Registration statement on Form S-4
(File No. 333-68609) filed December 9, 1998, as
amended, and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP
regarding legality.
23(a) * Consent of Porter, Wright, Morris & Arthur LLP
(included in Exhibit 5 filed herewith).
23(b) * Consent of Ernst & Young LLP.
24 * Powers of Attorney.
</TABLE>
- ----------
* Filed herewith.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sale are being
made, as post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the 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 the securities offered would not exceed what was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of a prospectus filed with the 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;
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) 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 Commission by the registrant
II-4
<PAGE> 6
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference into 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.
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 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.
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-5
<PAGE> 7
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 of 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 Columbus, State of Ohio, on April 13, 2000.
AMERICAN EAGLE OUTFITTERS, INC.
/s/ Laura A. Weil
-----------------------------------------------
Laura A. Weil, Executive Vice President and
Chief Operating Officer
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Jay L. Schottenstein Chairman of the Board of Directors April 13, 2000
- ----------------------------- and Chief Executive Officer
Jay L. Schottenstein
*George Kolber Vice Chairman and Chief April 13, 2000
- ----------------------------- Operating Officer
George Kolber
*Roger S. Markfield President, Chief Merchandising Officer, April 13, 2000
- ----------------------------- and Director
Roger S. Markfield
/s/ Laura A. Weil Executive Vice President and Chief April 13, 2000
- ----------------------------- Financial Officer
Laura A. Weil
*Dale E. Clifton Vice President, Controller and Chief April 13, 2000
- ----------------------------- Accounting Officer
Dale E. Clifton
*Saul Schottenstein Vice Chairman April 13, 2000
- -----------------------------
Saul Schottenstein
*Ari Deshe Director April 13, 2000
- -----------------------------
Ari Deshe
*Jon P. Diamond Director April 13, 2000
- -----------------------------
Jon P. Diamond
*Martin P. Doolan Director April 13, 2000
- -----------------------------
Martin P. Doolan
*Michael G. Jesselson Director April 13, 2000
- -----------------------------
Michael G. Jesselson
</TABLE>
II-6
<PAGE> 8
<TABLE>
<S> <C> <C>
*Thomas R. Ketteler Director April 13, 2000
- -----------------------------
Thomas R. Ketteler
*John L. Marakas Director April 13, 2000
- -----------------------------
John L. Marakas
*David W. Thompson Director April 13, 2000
- -----------------------------
David W. Thompson
*Gerald E. Wedren Director April 13, 2000
- -----------------------------
Gerald E. Wedren
*Gilbert W. Harrison Director April 13, 2000
- -----------------------------
Gilbert W. Harrison
</TABLE>
* By: /s/ Laura A. Weil
----------------------------------------
Laura A. Weil, attorney-in-fact for each
of the persons indicated
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on April 13, 2000.
AMERICAN EAGLE OUTFITTERS, INC.
1999 STOCK INCENTIVE PLAN
/s/ Laura A. Weil
--------------------------------------
By: Laura A. Weil
II-7
<PAGE> 9
Registration No.__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0001
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
AMERICAN EAGLE OUTFITTERS, INC.
----------
EXHIBITS
----------
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
------ -----------
<S> <C>
4(a) American Eagle Outfitters, Inc. 1999 Stock Incentive Plan
(previously filed as Appendix A to Definitive Proxy Statement
(No. 000-23760) filed with the Securities and Exchange
Commission on May 7, 1999, and incorporated herein by
reference).
4(b) Second Amended and Restated Certificate of Incorporation of
American Eagle Outfitters, Inc., as amended (previously filed
as Exhibit 3.1 to Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 21, 1999, and
incorporated herein by reference).
4(c) Amended and Restated Bylaws (previously filed as Exhibit 3.2
to Registration statement on Form S-4 (File No. 333-68609)
filed December 9, 1998, as amended, and incorporated herein by
reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) * Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith).
23(b) * Consent of Ernst & Young LLP.
24 * Powers of Attorney.
</TABLE>
- ----------
* Filed herewith.
<PAGE> 1
Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100
April 13, 2000
American Eagle Outfitters, Inc.
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086-7528
Re: Registration Statement on Form S-8
American Eagle Outfitters, Inc. 1999 Stock Incentive Plan
(the "Plan")
Ladies and Gentlemen:
We have acted as counsel for American Eagle Outfitters, Inc., a
Delaware corporation ("American Eagle"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement"), filed by American Eagle
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the registration of 4,000,000 shares of American Eagle
Common Stock, $.01 par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employees' 1999 Stock Plan of American Eagle Outfitters,
Inc. of our report dated February 24, 2000 (except for Note 12, as to which the
date is March 6, 2000), with respect to the consolidated financial statements of
the Company incorporated by reference in its Annual Report (Form 10-K) for the
year ended January 29, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
April 10, 2000
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
Each of the undersigned officers and directors of American Eagle
Outfitters, Inc. a Delaware corporation (the "Company") hereby appoints Laura A.
Weil, William P. Tait, and Dale E. Clifton as his true and lawful
attorneys-in-fact, or any of them, with power to act without the others, as his
true and lawful attorney-in-fact, in his name and on his behalf, and in any and
all capacities stated below, to sign and to cause to be filed with the
Securities and Exchange Commission (the "Commission"), the Company's
Registration Statement on Form S-8 (the "Registration Statement") to register
under the Securities Act of 1933, as amended, 4,000,000 shares of Common Stock,
$.01 par value, of the Company to be sold and distributed by the Company
pursuant to the Company's 1999 Stock Incentive Plan (the "Plan") and such other
number of shares as may be issued under the anti-dilution provision of the Plan,
and any and all amendments, including post-effective amendments, to the
Registration Statement, hereby granting unto such attorneys-in-fact, and to each
of them, full power and authority to do and perform in the name of and on behalf
of the undersigned, in any and all such capacities, every act and thing
whatsoever necessary to be done in and about the premises as fully as the
undersigned could or might do in person, hereby granting to each such
attorney-in-fact full power of substitution and revocation, and hereby ratifying
all that any such attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents this 3rd
day of April, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Jay L. Schottenstein Chairman of the Board of Directors and
- ---------------------------- Chief Executive Officer
Jay L. Schottenstein
/s/ George Kolber Vice Chairman and Chief Operating Officer
- ----------------------------
George Kolber
/s/ Roger S. Markfield President, Chief Merchandising Officer, and
- ---------------------------- Director
Roger S. Markfield
/s/ Laura A. Weil Executive Vice President and Chief
- ---------------------------- Financial Officer
Laura A. Weil
/s/ Dale E. Clifton Vice President, Controller and Chief
- ---------------------------- Accounting Officer
Dale E. Clifton
/s/ Saul Schottenstein Vice Chairman
- ----------------------------
Saul Schottenstein
/s/ Ari Deshe Director
- ----------------------------
Ari Deshe
/s/ Jon P. Diamond Director
- ----------------------------
Jon P. Diamond
/s/ Martin P. Doolan Director
- ----------------------------
Martin P. Doolan
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
/s/ Michael G. Jesselson Director
- ----------------------------
Michael G. Jesselson
/s/ Thomas R. Ketteler Director
- ----------------------------
Thomas R. Ketteler
/s/ John L. Marakas Director
- ----------------------------
John L. Marakas
/s/ David W. Thompson Director
- ----------------------------
David W. Thompson
/s/ Gerald E. Wedren Director
- ----------------------------
Gerald E. Wedren
/s/ Gilbert W. Harrison Director
- ----------------------------
Gilbert W. Harrison
</TABLE>
