<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
INTIMATE BRANDS, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
461156101
(CUSIP Number)
EDWIN R. BUSS
TREASURER, SECURITIES
I.G. INVESTMENT MANAGEMENT, LTD.
ONE CANADA CENTRE
447 PORTAGE AVENUE
WINNIPEG, MANITOBA CANADA
R3C 3B6
TELEPHONE: (204)956-8240
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 29, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Pooled Equity Fund
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by
Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 44,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 44,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
0.1%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2A
<PAGE> 3
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Mutual of Canada
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by
Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 222,600
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 222,600
11. Aggregate Amount Beneficially Owned by Each Reporting Person
222,600
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
0.5%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2B
<PAGE> 4
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Retirement Mutual Fund
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 768,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 768,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
768,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
1.8%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2C
<PAGE> 5
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Canadian Small Cap Fund
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by
Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 71,800
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 71,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person
71,800
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
0.2%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2D
<PAGE> 6
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors North American Growth Fund
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by
Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 769,400
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 769,400
11. Aggregate Amount Beneficially Owned by Each Reporting Person
769,400
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
1.8%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2E
<PAGE> 7
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Special Fund
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by
Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 273,200
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 273,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
273,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
0.6%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2F
<PAGE> 8
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
I.G. Investment Management, Ltd.
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund for investment in Units of
each of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,149,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,149,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,149,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
5.1%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA
(Canadian)
2G
<PAGE> 9
CUSIP NO. 461156101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Group Trust Co. Ltd.
Reporting Person has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund for investment in Units of
each of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,149,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,149,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,149,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
5.1%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
2H
<PAGE> 10
CUSIP NO. 461156101
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Group Inc.
Reporting Person has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund for investment in Units of
each of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,149,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,149,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,149,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
5.1%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2I
<PAGE> 11
CUSIP NO. 461156101
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Group Trustco Inc.
Reporting Person has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund for investment in Units of
each of Pooled Equity Fund, Investors Mutual of Canada, Investors
Retirement Mutual Fund, Investors Canadian Small Cap Fund, Investors North
American Growth Fund and Investors Special Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,149,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,149,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,149,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
5.1%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2J
<PAGE> 12
- 3 -
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule
13D relates is the Class A Common Stock, $.01 par value (the "Common Stock" or
the "Securities"), of Intimate Brands, Inc., a Delaware corporation (the
"Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
This joint statement is filed by and on behalf of the following
Reporting Persons signing this Schedule 13D and are hereafter referred to as
the "Reporting Persons": Investors Group Inc. ("IGI"), Investors Group Trustco
Inc. ("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G.
Investment Management, Ltd. (the "Management Company"), and Pooled Equity Fund,
Investors Mutual of Canada, Investors Retirement Mutual Fund, Investors
Canadian Small Cap Fund, Investors North American Growth Fund and Investors
Special Fund (collectively, the "Funds").
All of the Reporting Persons have their principal places of
business at:
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
R3C 3B6
IGI is a corporation formed under the Canada Business Corporations
Act. It is a diversified-financial services holding company.
Trustco is a corporation formed under the Canada Business
Corporations Act. It is a holding company.
The Management Company is a corporation formed under the Canada
Business Corporations Act. It provides management services to the Funds.
The Trustee is a corporation formed under the Manitoba Corporations
Act. It is the trustee for the Unitholders of the Funds and serves as the
trustee for other open-end mutual fund trusts organized and affiliated with
IGI.
The Funds are open-end mutual fund trusts of which the Unitholders
are beneficiaries established in accordance with a Declaration of Trust under
the laws of Manitoba, Canada.
IGI owns 100% of the issued and outstanding Class A Common Shares
of Trustco. Trustco owns 100% of the issued and outstanding Class A Common
Shares of the Management Company. Trustco also owns, directly or indirectly,
100% of the issued and outstanding Common Shares of the Trustee. Trustco, the
Management Company, the Trustee, and the Funds are all ultimately controlled by
IGI through its ownership of 100% of the issued and outstanding Class A Common
Shares of Trustco.
Power Financial Corporation owns 67.4% of the common stock of
Investors Group Inc. Power Corporation of Canada, of which Mr. Paul Desmarais
controls 67.7% of the voting power, owns 67.5% of the common stock of Power
Financial Corporation.
Schedule 1 annexed hereto sets forth the name, principal occupation
or employment and address of each of the executive officers and directors of
IGI, Trustco, the Management Company, and the Trustee and is incorporated
herein by reference. All such executive officers and directors are Canadian
citizens except as indicated on Schedule 1. During the last five years, none of
the Reporting Persons, nor to the best knowledge of any of them, any of the
executive officers and directors listed on Schedule 1 hereto, has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal (U.S.A.) or state
securities laws or finding any violation with respect to such laws.
<PAGE> 13
- 4 -
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons used an aggregate of approximately
$39,360,288.12 to purchase the Issuer's Common Stock reported as beneficially
owned in Item 5 below. The Issuer's Common Stock was purchased with funds of
Unitholders of each Fund from time to time committed to the Trustee for
investment in Units of the Fund.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the subject 2,149,000 shares of
the Issuer's Common Stock was and is for investment only with no view to
acquire or otherwise exercise control of or over the Issuer. The Funds may from
time to time purchase additional shares of the Issuer's Common Stock and/or may
from time to time sell any or all shares of Common Stock owned. None of the
Reporting Persons has any commitment or other obligation to purchase or sell
any shares of Common Stock of the Issuer, and the Management Company will do so
on behalf of the Funds based upon the investment policies established by the
Trustee for each Fund and the general and specific market conditions and the
perceived prospects for the Issuer and the Issuer's Common Stock. In addition,
the investment policy of each Fund limits its holdings in the stock of any
issuer to 10% of the Fund's assets and to not more than 10% of any issuer's
issued and outstanding common stock.
Other than as described above, none of the Reporting Persons has
any present plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of Item 4 of
the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 2,149,000 shares of Common Stock, representing 5.1% of
the 42,542,092 shares of the Issuer's Common Stock outstanding, as reported as
being outstanding in the Issuer's Form 10-Q for the quarter ended May 3, 1997.
The Reporting Persons beneficially own those Securities as follows:
<TABLE>
<CAPTION>
Shares of % of
Common Class of
Name Stock Common Stock
---- ----- ------------
<S> <C> <C>
Investors Group Inc. 2,149,000 5.1%
Investors Group Trustco Inc. 2,149,000 5.1%
Investors Group Trust Co. Ltd. 2,149,000 5.1%
I.G. Investment Management, Ltd. 2,149,000 5.1%
Pooled Equity Fund 44,000 0.1%
Investors Mutual of Canada 222,600 0.5%
Investors Retirement Mutual Fund 768,000 1.8%
Investors Canadian Small Cap Fund 71,800 0.2%
Investors North American Growth Fund 769,400 1.8%
Investors Special Fund 273,200 0.6%
</TABLE>
(b) Under Sections 5.1 and 7.1 of the Declaration of Trust, the
Trustee may be deemed to direct the disposition and voting of the shares of
Issuer's Common Stock held by the Funds. However, IGI, Trustco, the Trustee and
the Management Company may be deemed to beneficially own the subject 2,149,000
shares of the Issuer's Common Stock by virtue of the common officers and/or
directors among IGI, Trustco, the Trustee and the Management Company, as
indicated on Schedule I annexed hereto, and thus directly and indirectly share
voting power and share dispositive power within the meaning of Rule 13d-3 under
Section 13(d) of the Securities Exchange Act of 1934 with respect to the
subject 2,149,000 shares of Issuer's Common Stock.
(c) The table below sets forth purchases of the Issuer's Common
Stock by the Reporting Persons during the last sixty days. All of such
purchases were effected by the Management Company on the New York Stock
Exchange.
<PAGE> 14
- 5 -
<TABLE>
<CAPTION>
Approximate Price
Per Share ($)
Amount of Shares (exclusive of
Date Of Common Stock commissions)
<S> <C> <C>
Oct. 29/97 73,800 $21.59
Oct. 29/97 26,200 $21.59
</TABLE>
(d) Each Fund has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the Common Stock
held by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Investors Group Trust Co. Ltd. is the Trustee of the Funds. The
Funds themselves do not have any officers, although the Trust Declarations
creating the Funds provide that officers can be appointed. The Trust
Declarations for the Funds provide that the Trustee has the sole discretion to
invest the assets of the Fund, vote portfolio securities, and borrow any money
to the extent that the Trustee in its discretion deems necessary. The Trust
Declarations further authorize the Trustee to retain a manager to carry out the
investment function and expressly state that the Management Company is that
manager unless and until replaced. Pursuant to an Investment Management and
Service Agreement for each Fund, the Management Company provides each Fund with
day-to-day administrative services and with investment management services
respecting transactions in securities of issuers in which the Fund may invest.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits A, B, C, D, E, F, G, H, I, J, and K are
attached hereto
Exhibit A: Joint Filing Agreement
Exhibit B: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Hugh Sanford
Riley, President and Chief Executive Officer of
Investors Group Inc.
Exhibit C: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Richard
Elliott Archer, President of Investors Group Trustco
Inc.
Exhibit D: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd.
Exhibit E: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Richard
Elliott Archer, President of I.G. Investment Management,
Ltd.
<PAGE> 15
- 6 -
Exhibit F: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd., as Trustee for Pooled
Equity Fund
Exhibit G: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd., as Trustee for Investors
Mutual of Canada
Exhibit H: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd., as Trustee for Investors
Retirement Mutual Fund
Exhibit I: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd., as Trustee for Investors
Canadian Small Cap Fund
Exhibit J: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd., as Trustee for Investors
North American Growth Fund
Exhibit K: Power of Attorney to Edwin R. Buss, James Fossen or
David M.R. Cheop, as Attorney-in-Fact for Wayne Stanley
Walker, President and Chief Executive Officer of
Investors Group Trust Co. Ltd., as Trustee for Investors
Special Fund
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
December 18, 1998 INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
December 18, 1998 INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
December 18, 1998 INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
<PAGE> 16
December 18, 1998 I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
I.G. Investment Management, Ltd.
December 18, 1998 POOLED EQUITY FUND
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Pooled Equity Fund
December 18, 1998 INVESTORS MUTUAL OF CANADA
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Mutual of Canada
December 18, 1998 INVESTORS RETIREMENT MUTUAL FUND
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Retirement Mutual Fund
December 18, 1998 INVESTORS CANADIAN SMALL CAP FUND
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Canadian Small Cap Fund
<PAGE> 17
December 18, 1998 INVESTORS NORTH AMERICAN GROWTH FUND
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors North American Growth Fund
December 18, 1998 INVESTORS SPECIAL FUND
By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Special Fund
<PAGE> 18
Schedule 1
The following sets forth certain information about directors and executive
officers of Investors Group Inc., Investors Group Trustco Inc., Investors Group
Trust Co. Ltd. and I.G. Investment Management, Ltd.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Name and Residence or Employment Present Principal Occupation or Office and Directorship(s) Held
Address and Citizenship, Employment; Name, Principal Business, in Reporting Persons
if not a Canadian Citizen and Address in Which Such Employment
is Conducted (if Different from
Business Address of Employer)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
James W. Burns, O.C. Deputy Chairman Director
751 Victoria Square Power Corporation of Canada Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Andre Desmarais President & Co-Chief Executive Officer Director
751 Victoria Square Power Corporation of Canada Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Paul Desmarais, Jr. Chairman & Co-Chief Executive Officer Director
751 Victoria Square Power Corporation of Canada Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Paul G. Desmarais, P.C., C.C. Chairman of the Executive Committee Director
751 Victoria Square Power Corporation of Canada Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
J. David A. Jackson Chairman Director
22nd Floor, P.O. Box 25 Blake, Cassels & Graydon Investors Group Inc.
Commerce Court West
Toronto, Ontario
M5L 1A9 (business)
- ---------------------------------------------------------------------------------------------------------------------
Wanda M. Dorosz President, Chief Executive Officer & Director
150 King Street West Managing Partner Investors Group Inc.
Suite 1505, SunLife Tower Quorum Group of Companies
P.O. Box 5
Toronto, Ontario
M5H 1J9 (business)
- ---------------------------------------------------------------------------------------------------------------------
Robert G. Graham Company Director Director
77 Avenue Road Investors Group Inc.
Toronto, Ontario
M5R 3R8 (business)
- ---------------------------------------------------------------------------------------------------------------------
Robert Gratton President & Chief Executive Officer Director
751 Victoria Square Power Financial Corporation Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Rt. Hon. Donald F. Mazankowski, P.C. Company Director Director
P.O. Box 1350 Investors Group Inc.
5238 - 45 B. Avenue
Vegreville, Alberta
T9C 1S5 (business)
- ---------------------------------------------------------------------------------------------------------------------
John S. McCallum Professor of Finance Director
Drake Centre, Room 462 Faculty of Management Investors Group Inc.
Winnipeg, Manitoba University of Manitoba
R3T 2N2 (business) Director
Investors Group Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------------------
Roy W. Piper Self-employed farmer Director
Box 160 Investors Group Inc.
Elrose, Saskatchewan
S0L 0Z0 (business)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 19
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Susan Sherk Senior Consultant Director
Bonaventure Place AGRA Earth & Environmental Investors Group Inc.
95 Bonaventure Avenue
P.O. Box 2035, Station C
St. John's, Newfoundland
A1C 5R6 (business)
- ---------------------------------------------------------------------------------------------------------------------
Hon. P. Michael Pitfield, P.C., Q.C. Vice-Chairman Director
751 Victoria Square Power Corporation of Canada Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Michel Plessis-Belair, F.C.A. Vice-Chairman & Chief Financial Officer Director
751 Victoria Square Power Corporation of Canada Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Gerard Veilleux, O.C., D.U. President Director
751 Victoria Square Power Communications Inc. Investors Group Inc.
Montreal, Quebec
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------------------
Hugh Sanford Riley President & Chief Executive Officer and President & Chief Executive
447 Portage Avenue Director Officer and Director
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
Canada
R3C 3B6 (business) Director Director
Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.
Chairman of the Board and Director Chairman of the Board and
I.G. Investment Management, Ltd. Director
I.G. Investment Management,
Director Ltd.
Investors Group Trustco Inc.
Director
Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------
Michael A. Miller Executive Vice-President, Products and Executive Vice-President,
447 Portage Avenue Distribution Products and Distribution
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------
Richard Elliott Archer Executive Vice-President, Investments Executive Vice-President,
447 Portage Avenue Investors Group Inc. Investments
Winnipeg, Manitoba Investors Group Inc.
Canada Director
R3C 3B6 (business) Investors Group Trust Co. Ltd. Director
Investors Group Trust Co. Ltd.
President and Director
I.G. Investment Management, Ltd. President and Director
I.G. Investment Management,
Director and President Ltd.
Investors Group Trustco Inc.
Director and President
Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 20
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Dale Alwyn George Parkinson Executive Vice-President Executive Vice-President
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
Canada Chairman of the Board and Director Chairman of the Board and
R3C 3B6 (business) Investors Group Trust Co. Ltd. Director
Investors Group Trust Co. Ltd.
Director Director
I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Director and Chairman Director and Chairman
Investors Group Trustco Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
W. Gary Wilton Executive Vice-President, Client and Executive Vice-President, Client
447 Portage Avenue Information Services and Information Services
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
William Terrence Wright, Q.C. Senior Vice-President, General Counsel & Senior Vice-President, General
447 Portage Avenue Secretary Counsel & Secretary
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
Vice President and General Counsel Vice President and General
Investors Group Trust Co. Ltd. Counsel
Investors Group Trust Co. Ltd.
Director, Senior Vice-President, General
Counsel & Secretary Director, Senior Vice-President,
Investors Group Trustco Inc. General Counsel & Secretary
Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Gregory D. Tretiak Senior Vice-President, Finance Senior Vice-President, Finance
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Senior Vice-President, Finance Senior Vice-President, Finance
Investors Group Trustco Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Jean-Guy Gourdeau Senior Vice-President, Strategic Senior Vice-President, Strategic
447 Portage Avenue Initiatives Initiatives
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Sandra A. Metraux Senior Vice-President, Marketing Senior Vice-President, Marketing
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Vice-President, Marketing Vice-President, Marketing
Investors Group Trustco Inc. Investors Group Trustco Inc.
Citizen of the United States of
America
- ---------------------------------------------------------------------------------------------------------------------------------
Kevin E. Regan Senior Vice-President, Sales Senior Vice-President, Sales
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Vice-President, Sales Administration Vice-President, Sales
Investors Group Trustco Inc. Administration
Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Glen A. Torgerson Senior Vice-President, Sales Senior Vice-President, Sales
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Vice-President, Sales Vice-President, Sales
Investors Group Trustco Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 21
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Scott A. Penman Senior Vice-President, Equities Senior Vice-President, Equities
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Executive Vice-President and Director Executive Vice-President and
I.G. Investment Management, Ltd. Director
I.G. Investment Management, Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
Alan Brownridge Senior Vice-President, Bonds Senior Vice-President, Bonds
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Senior Vice-President, Bonds Senior Vice-President, Bonds
I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
Robert G. Darling Senior Vice-President, Securities Senior Vice-President,
447 Portage Avenue Investors Group Inc. Securities
Winnipeg, Manitoba Investors Group Inc.
R3C 3B6 (business) Vice-President
Investors Group Trust Co. Ltd. Vice-President
Investors Group Trust Co. Ltd.
Senior Vice-President, Securities and
Director Senior Vice-President,
I.G. Investment Management, Ltd. Securities and Director
I.G. Investment Management,
Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
Domenic Grestoni Senior Vice-President, Corporate Senior Vice-President, Corporate
447 Portage Avenue Investments Investments
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
Vice-President, Corporate Investments Vice-President, Corporate
Investors Group Trustco Inc. Investments
Investors Group Trustco Inc.
Assistant Secretary
Investors Group Trust Co. Ltd. Assistant Secretary
Investors Group Trust Co. Ltd.
Senior Vice-President, Corporate
Investments Senior Vice-President, Corporate
I.G. Investment Management, Ltd. Investments
I.G. Investment Management, Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
Brian C. Weatherby Senior Vice-President, Taxation Senior Vice-President, Taxation
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Vice-President, Taxation Vice-President, Taxation
Investors Group Trustco Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Murray Kilfoyle Senior Vice-President, Client Services Senior Vice-President, Client
447 Portage Avenue Investors Group Inc. Services
Winnipeg, Manitoba Investors Group Inc.
R3C 3B6 (business) Vice-President, Client Administration
Investors Group Inc. Vice-President, Client
Administration
Investors Group Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Charles W. Whelan Senior Vice-President, Property Senior Vice-President, Property
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Senior Vice-President, Property and Senior Vice-President, Property
Director and Director
I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 22
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald D. Saull Senior Vice-President and Chief Senior Vice-President and Chief
447 Portage Avenue Information Officer Information Officer
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Donna L. Janovcik Assistant Secretary Assistant Secretary
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Assistant Secretary Assistant Secretary
Investors Group Trustco Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Richard W. Irish Associate Secretary Associate Secretary
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Wayne Stanley Walker Senior Officer Senior Officer
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
Canada President, Chief Executive Officer and President, Chief Executive
R3C 3B6 (business) Director Officer and Director
Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
Honourable Otto Lang, P.C., Q.C. Chief Executive Officer Director
570 - 444 St. Mary Avenue Centra Gas Investors Group Trust Co. Ltd.
Winnipeg, Manitoba
R3C 3T1 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Sterling James McLeod Retired Director
447 Portage Avenue Investors Group Trust Co. Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
D.A.A. Ammeter Vice President, Financial Planning Vice President, Financial
447 Portage Avenue Investors Group Trustco Inc. Planning
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
J. Wiltshire Vice President, Marketing Investment Vice President, Marketing
447 Portage Avenue Products Investment Products
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
S. Fitzhenry Vice President, Product Marketing Vice President, Product
447 Portage Avenue Investors Group Trustco Inc. Marketing
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
L. Perreault Vice President, Communications Vice President,
447 Portage Avenue Investors Group Trustco Inc. Communications
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Brian Victor Jones Vice President, Client Services Vice President, Client
447 Portage Avenue Investors Group Trustco Inc. Services
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada Vice-President
R3C 3B6 (business) Investors Group Trust Co. Ltd. Vice-President
Investors Group Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
J.B. McKay Vice President, Human Resources Vice President, Human Resources
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
A.J. Knowles Vice President, Training and Vice President,
447 Portage Avenue Development Training and Development
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
J. Hunek Vice President, Application Development Vice President, Application
447 Portage Avenue Services Development Services
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Rod DeVos Vice President, Financial Services Vice President,
447 Portage Avenue Systems Financial Services Systems
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Robert C. Murdoch Vice President, Sales Automation Vice President, Sales
447 Portage Avenue Investors Group Trustco Inc. Automation
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
David Cheop, Q.C. Vice President, Corporate Compliance Vice President, Corporate
447 Portage Avenue Investors Group Trustco Inc. Compliance
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Craig Johnston Vice President, Internal Audit Vice President,
447 Portage Avenue Investors Group Trustco Inc. Internal Audit
Winnipeg, Manitoba Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Douglas E. Jones Assistant Secretary Assistant Secretary
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Donald J. MacDonald Assistant Secretary Assistant Secretary
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Betty Jane Wylie Author Director
R.R. #1 Investors Group Trust Co. Ltd.
Mactier, Ontario
P0C 1H0
- ---------------------------------------------------------------------------------------------------------------------------------
Jean-Claude Bachand Lawyer Director
Suite 3900 Byers Casgrain Investors Group Trust Co. Ltd.
1, Place Ville-Marie
Montreal, Quebec
H3B 4M7 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Roger George Joseph Blanchette Treasurer Treasurer
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada Vice-President and Treasurer Vice-President and Treasurer
R3C 3B6 (business) Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Audrey Joan Penner Assistant Secretary Assistant Secretary
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada Secretary Secretary
R3C 3B6 (business) Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
William Donald Chornous Vice-President, Portfolio Manager Vice-President, Portfolio
447 Portage Avenue I.G. Investment Management, Ltd. Manager
Winnipeg, Manitoba I.G. Investment Management,
Canada Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Tighe Alan McManus Vice-President, Portfolio Manager Vice-President, Portfolio
447 Portage Avenue I.G. Investment Management, Ltd. Manager
Winnipeg, Manitoba I.G. Investment Management,
Canada Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Geoff Barth Vice-President, Portfolio Manager Vice-President, Portfolio
447 Portage Avenue I.G. Investment Management, Ltd. Manager
Winnipeg, Manitoba I.G. Investment Management,
Canada Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Paul Hancock Vice-President, Portfolio Manager Vice-President, Portfolio
447 Portage Avenue I.G. Investment Management, Ltd. Manager
Winnipeg, Manitoba I.G. Investment Management,
Canada Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Jeff Hall Vice-President, Portfolio Manager Vice-President, Portfolio
447 Portage Avenue I.G. Investment Management, Ltd. Manager
Winnipeg, Manitoba I.G. Investment Management,
Canada Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Donald Bruce Smith Vice-President, Mortgages Vice-President, Mortgages
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management,
Winnipeg, Manitoba Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Murray James Mitchell Vice-President, Real Estate and Portfolio Vice-President, Real Estate and
447 Portage Avenue Manager Portfolio Manager
Winnipeg, Manitoba I.G. Investment Management, Ltd. I.G. Investment Management,
Canada Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Michele Helen Peterson Vice-President, Mortgages, Ontario Region Vice-President, Mortgages,
Suite 210 I.G. Investment Management, Ltd. Ontario Region
200 Yorkland Blvd I.G. Investment Management,
Toronto ON Ltd.
M2J 5C1
- ---------------------------------------------------------------------------------------------------------------------------------
Edwin Reinhold Buss Treasurer- Securities Treasurer- Securities
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management,
Winnipeg, Manitoba Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------------------------------
Allister Lawson Gunson Assistant Secretary Assistant Secretary
447 Portage Avenue Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.
Winnipeg, Manitoba
Canada Assistant Secretary Assistant Secretary
R3C 3B6 (business) Investors Group Trustco Inc. Investors Group Trustco Inc.
Assistant Secretary Assistant Secretary
I.G. Investment Management, Ltd. I.G. Investment Management,
Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
Exhibit A
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the Class A Common
Stock, $.01 par value, of Intimate Brands, Inc., and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 18th day of December, 1998.
INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
I.G. Investment Management, Ltd.
<PAGE> 26
POOLED EQUITY FUND
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Pooled Equity Fund
INVESTORS MUTUAL OF CANADA
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Mutual of Canada
INVESTORS RETIREMENT MUTUAL FUND
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Retirement Mutual Fund
INVESTORS CANADIAN SMALL CAP FUND
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Canadian Small Cap Fund
<PAGE> 27
INVESTORS NORTH AMERICAN GROWTH FUND
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors North American Growth Fund
INVESTORS SPECIAL FUND
By: /s/ Edwin R. Buss
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Special Fund
<PAGE> 28
Exhibit B
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Hugh Sanford Riley,
President and Chief Executive Officer of Investors Group Inc., have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them
acting separately, my true and lawful attorneys for me and in my name, place
and stead solely for the purpose of executing, filing or delivering on behalf
of Investors Group Inc. any and all statements on Schedule 13D under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Hugh Sanford Riley
----------------------------------------------
Hugh Sanford Riley
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Hugh Sanford Riley, to me
known, and known to me to be the same person described in and who executed the
Power of Attorney, and acknowledged the within Power of Attorney to be his act
and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------------------------------
Notary Public
<PAGE> 29
Exhibit C
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer,
President of Investors Group Trustco Inc., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M.R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and stead
solely for the purpose of executing, filing or delivering on behalf of
Investors Group Trustco Inc. any and all statements on Schedule 13D under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Richard Elliot Archer
----------------------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Richard Elliot Archer, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------------------------------
Notary Public
<PAGE> 30
Exhibit D
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., have
made, constituted and appointed, and by these presents do make, constitute and
appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them
acting separately, my true and lawful attorneys for me and in my name, place
and stead solely for the purpose of executing, filing or delivering on behalf
of Investors Group Trust Co. Ltd. any and all statements on Schedule 13D under
the Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
-----------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
-----------------------------------------
Notary Public
<PAGE> 31
Exhibit E
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer,
President of I.G. Investment Management, Ltd., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M.R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and stead
solely for the purpose of executing, filing or delivering on behalf of I.G.
Investment Management, Ltd. any and all statements on Schedule 13D under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Richard Elliot Archer
-----------------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Richard Elliot Archer, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
-----------------------------------------
Notary Public
<PAGE> 32
Exhibit F
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Pooled Equity Fund, have made, constituted and appointed, and by
these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or
David M.R. Cheop, and any one of them acting separately, my true and lawful
attorneys for me and in my name, place and stead solely for the purpose of
executing, filing or delivering on behalf of Pooled Equity Fund any and all
statements on Schedule 13D under the Securities Exchange Act of 1934, and any
amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------------------
Notary Public
<PAGE> 33
Exhibit G
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Mutual of Canada, have made, constituted and appointed,
and by these presents do make, constitute and appoint, Edwin R. Buss, James
Fossen or David M.R. Cheop, and any one of them acting separately, my true and
lawful attorneys for me and in my name, place and stead solely for the purpose
of executing, filing or delivering on behalf of Investors Mutual of Canada any
and all statements on Schedule 13D under the Securities Exchange Act of 1934,
and any amendments thereof and any filing agreement relating thereto, giving
and granting unto said attorneys full power and authority to do and perform all
and every such act as fully, to all intents and purposes, as I might or could
do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorneys or their substitute
shall lawfully do or cause to be done by virtue hereof. This instrument may
not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------------------
Notary Public
<PAGE> 34
Exhibit H
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Retirement Mutual Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M.R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors
Retirement Mutual Fund any and all statements on Schedule 13D under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------------------
Notary Public
<PAGE> 35
Exhibit I
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Canadian Small Cap Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M.R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors Canadian
Small Cap Fund any and all statements on Schedule 13D under the Securities
Exchange Act of 1934, and any amendments thereof and any filing agreement
relating thereto, giving and granting unto said attorneys full power and
authority to do and perform all and every such act as fully, to all intents and
purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
-----------------------------------
Notary Public
<PAGE> 36
Exhibit J
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors North American Growth Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M.R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors North
American Growth Fund any and all statements on Schedule 13D under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
------------------------------------
Notary Public
<PAGE> 37
Exhibit K
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Special Fund, have made, constituted and appointed, and
by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen
or David M.R. Cheop, and any one of them acting separately, my true and lawful
attorneys for me and in my name, place and stead solely for the purpose of
executing, filing or delivering on behalf of Investors Special Fund any and all
statements on Schedule 13D under the Securities Exchange Act of 1934, and any
amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
4th day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------------------
Notary Public
