As filed with the Securities and Exchange Commission on March 24, 1999
Registration Statement No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------------------
BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-6180473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 Liberty Street, New York, New York 10006
(Address, including zip code, of principal executive offices)
Coinvestment Plan for the Corporate Finance Group
(Full title of the plan)
Gordon S. Calder, Jr., Esq.
Melvin A. Yellin, Esq.
Bankers Trust Corporation
130 Liberty Street
New York, New York 10006
(212) 250-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered (1) registered (2) share price (3) fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $50,000,000 100% $50,000,000 $13,900
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) This Registration Statement registers Deferred Compensation Obligations that are unsecured obligations of Bankers Trust
Corporation to pay deferred compensation in the future in accordance with the terms of the Coinvestment Plan for the Corporate
Finance Group of Bankers Trust Corporation (the "Plan").
(2) This Registration Statement registers an additional $50,000,000 of Deferred Compensation Obligations to the $100,000,000 of
Deferred Compensation Obligations previously registered by Bankers Trust Corporation pursuant to the Registration Statement on
Form S-8 (File No. 333-57427).
(3) Estimated solely for purposes of calculating the registration fee. Such estimate has been computed in accordance with Rule
457(h) and is based upon an estimate of original amount deferred by participants.
</FN>
</TABLE>
<PAGE>
Other than Items 3, 4, 5 and 8 therein and the exhibits filed thereto, the
contents of the Registration Statement on Form S-8 (File No. 333-57427) filed on
June 22, 1998 relating to the registration of $100,000,000 of Deferred
Compensation Obligations of Bankers Trust Corporation are incorporated by
reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Bankers Trust Corporation (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
(file no. 1-5902) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998; and
(2) The Corporation's Current Reports on Form 8-K, filed on September
4, 1997 and January 23, March 12 and March 19, 1999.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all such 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 contained in a document 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 such 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
The securities being registered are deferred compensation obligations
("Obligations") of the Corporation and its successors and assigns under the
Coinvestment Plan for the Corporate Finance Group (the "Plan").
The Plan is administered by the Human Resources Committee of the Board of
Directors of the Corporation or any committee that may be appointed by the Board
(the "Committee"). The Committee's powers include the power to construe and
interpret the Plan, to adopt rules for the Plan, and to make any determinations
necessary or advisable for the administration of the Plan. The "Coinvestment
Plan Board" is responsible for the day to day administration of the Plan. The
Coinvestment Plan Board determines whether, and to what extent, amounts deferred
under the Plan will be notionally invested in each Plan Investment (as defined
below) and in which order such investments shall be made. The Coinvestment Plan
Board may also temporarily notionally invest some or all of the deferred bonuses
in the same investments as Plan Investments and for such periods of time as the
Coinvestment Plan Board may determine ("Temporary Investments"). Neither the
leverage nor the recourse provisions of the Plan apply to Temporary Investments.
All amounts of deferred bonuses otherwise not notionally invested either in a
Plan Investment or Temporary Investment will notionally accrue interest at the
floating prime rate of Bankers Trust Company plus one percent per annum. Subject
to certain limitations contained in the Plan, the Coinvestment Plan Board has
sole authority to select the Plan Investments and Temporary Investments.
Further, the Coinvestment Plan Board has complete discretion over when a Plan
Investment or Temporary Investment is notionally liquidated and, if the
Corporation has not made a hedging investment, the value of the Plan Investment
or Temporary Investment for the purposes of such liquidation. All determinations
by the Coinvestment Plan Board relating to the Plan will be final and binding.
<PAGE>
Subject to the terms and conditions of the Plan, each Obligation entitles
the holder to a payment in an amount calculated as described below. The
Obligations are unsecured general obligations of the Corporation to pay deferred
compensation in accordance with the terms of the Plan. The Plan is unfunded. The
Corporation is not required to set aside assets to be used for payment of
Obligations. Because the Corporation is a holding company, the right of the
Corporation (and hence the rights of creditors of the Corporation, including
participants in the Plan) to participate in any distribution of the assets of
any subsidiary of the Corporation upon its liquidation or reorganization or
otherwise is subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Corporation as a creditor of the subsidiary are
recognized.
The Obligations do not have the benefit of any negative or restrictive
covenants. The Obligations do not contain any events of default. The Obligations
are not deposits or other obligations of a bank and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency.
At the beginning of each Performance Year (as defined below), selected
Managing Directors, Principals and Vice Presidents in the Finance, Research,
Corporate Credit, Latin America and Client Coverage areas of the Corporation
(the "Finance Group") may elect to defer, on a pre-tax basis, a portion of their
year-end annual cash bonus, in the case of non-commission-based eligible
employees. Eligible employees who are paid on a commission basis may elect to
defer, on a pre-tax basis, a certain percentage of their commissions due for
each of the months of November and December for relevant Performance Year and
the January following the relevant Performance Year. For purposes herein,
references to "annual bonus", "year-end bonus", "deferred bonus" or "cash bonus"
or the like shall be deemed to include such commissions or deferred commissions.
The Plan only relates to year-end bonuses or such deferred commissions and does
not apply to any interim bonuses paid in connection with the Deutsche Bank
transaction. The amount of the bonus deferral may not be less than $10,000 or
more than $100,000. If the amount a participant elected to defer exceeds the
actual cash bonus payable to such participant, his/her deferral will be reduced
to the actual cash bonus amount. Deferrals may also be reduced on a pro rata
basis depending on (1) the aggregate size of the Plan Investments in the year to
which the deferral relates (the "Performance Year") and (2) the amount of such
investments sourced by the Finance Group.
"Plan Investments" include (i) investment deals that are approved by the
Corporation's Private Equity Investment Group ("BT Capital Partners"), (ii)
investment deals that are recommended to BT Capital Partners by the Finance
Group, rejected by BT Capital Partners and, after approval by the Coinvestment
Plan Board, invested in by the Corporation, (iii) investments made by BT
Investment Partners in LBO funds that mirror the funds included in the BT
Private Equity Fund, LLC sponsored by Corporate Finance, (iv) investments in
collateralized bond obligations, (v) investments in the Global Credit Fund, a
leveraged fund that will globally invest primarily in non-investment grade debt
securities, structured securities and related derivative instruments and (vi)
such other investments as may be approved from time to time by the Coinvestment
Plan Board and Investment Banking management.
Amounts deferred by participants and related matched amounts (as described
below) shall not be actually invested in Plan Investments and Temporary
Investments, but shall be treated as if so invested for purposes of determining
amounts payable to participants under the Plan.
The amount deferred by each participant is deemed to be "matched" by the
Corporation on a three-to-one basis to replicate the effects of leveraging.
Matched funds bear interest equal to the floating prime rate of Bankers Trust
Company plus one percent per annum and must be "closed out" (i.e., deemed to be
repaid from the notional earnings (cash flow) of the Plan Investments) as
described below before participants are entitled to receive any actual
distributions with respect to any Plan Investment. For purposes of the Plan, 50%
of the matched funds, together with interest, is considered to be recourse (the
"Recourse Portion") and the other 50% of the matched funds, together with
interest, is considered to be nonrecourse (the "Nonrecourse Portion"). All
distributions are first applied to close out the Nonrecourse Portion of the
matched funds followed by the Recourse Portion.
When a Plan Investment distributes cash income (such as dividends and/or
interest) or cash liquidation proceeds to its investors, a proportionate amount
of each payment, based on the percentage notionally invested by the Plan in each
Plan Investment (after payment of all expenses,
II-2
<PAGE>
any management fee and any "carried interest awards" granted to employees with
respect to such Plan Investment), will be treated as earned on the notional
investments under the Plan. Such notional earnings are first applied to close
out the matched funds and the accrued interest thereon. Any additional notional
earnings are distributable to participants on a pro rata basis (subject to
vesting requirements and a right of offset described below). Unless otherwise
determined by the Corporation's Chief Executive Officer, distributions from the
Plan will be made entirely in cash. For purposes of the Plan, each of (i) the
notional proceeds or liquidation of a Temporary Investment and (ii) the notional
accrual of interest on the amount of deferred bonuses not otherwise notionally
invested in either a Plan Investment or Temporary Investment shall not be deemed
an event which triggers a distribution under the Plan. The amount of (i) the
notional proceeds or liquidation of a Temporary Investment and (ii) the notional
accrued interest on the amount of deferred bonuses not otherwise notionally
invested in either a Plan Investment or Temporary Investment may be notionally
invested in Plan Investments or other Temporary Investments by the Coinvestment
Plan Board as it may determine.
In the event that the notional proceeds from the Plan Investments of a
given Performance Year are insufficient to close out the matched funds and
related interest, each participant will be personally liable to the Corporation
for the unpaid amount of the Recourse Portion. Such liability may be applied
against other amounts payable to the participant under the Plan (with respect to
other Performance Years) or otherwise payable to the participant by the
Corporation.
Participants vest in any notional earnings related to their bonus deferral
for a Performance Year on the earlier of (i) the cash liquidation (or deemed
cash liquidation) of all the Plan Investments in that Performance Year or (ii)
the first anniversary of the end of that Performance Year, in each case provided
that the participant has been continuously employed by the Corporation or its
subsidiaries through such vesting date. Distributions to participants whose
employment is terminated for cause, or who resign prior to the first anniversary
of the end of the Performance Year, are limited to the greater of such
participants' deferred bonus plus interest, if any, or the actual distributions
received by them under the terms of the Plan prior to such termination of
employment. As a result, if a participant resigns prior to the first anniversary
of the end of the Performance Year, or is terminated for cause, prior to the
receipt of any distributions under the Plan, such participant will lose all of
his or her rights to the "matched" amount, will only be entitled to be paid the
deferred bonus plus interest after the "matched" amount is recouped, will only
be entitled to receive distributions equal to the deferred bonus plus accrued
interest and will remain personally liable for the Recourse Portion. If a
participant resigns after the first anniversary of the end of the Performance
Year, such participant will lose all rights to distributions attributable to the
"matched" amount, will only be entitled to distributions attributable to his/her
deferred bonus amount and will remain personally liable for the Recourse
Portion. Participants whose employment terminates due to retirement, death,
permanent disability or termination by the Corporation without cause vest (to
the extent not previously vested) in the notional earnings on both their bonus
deferral and matched funds at the time of such termination of employment.
Upon a Change of Control (as defined in the Corporation's 1997 Stock Option
and Stock Award Plan), all notional proceeds related to deferred bonuses and
matched funds shall immediately be deemed to be vested; provided that the
proposed acquisition of the Corporation by Deutsche Bank (or any affiliate
thereof), however accomplished, shall not be deemed to be a Change of Control.
Upon a Change of Control, however, any distributions will remain subject and be
made as described above.
Participants' interests in the Plan are not transferable. No right, title
or interest of any kind in the Plan is transferable or assignable by a
participant or his or her beneficiary or is subject to alienation, anticipation,
encumbrance, garnishment, attachment, levy, execution or other legal or
equitable process, nor subject to the debts, contracts, liabilities or
engagements, or torts of any participant or his or her beneficiary. Once a
deferral election has been made, a participant has no ability to withdraw
his/her deferred bonus or any amounts related thereto, but can only receive
distributions as provided under the terms of the Plan.
The total amount of Obligations under the Plan are not determinable because
the amounts will vary depending upon, among other things, the level of
participation by eligible persons, the total amount of Plan Investments, the
amount of such investments sourced by the Finance Group, and the performance of
such Plan Investments. Likewise, the duration of the Plan is indefinite because
II-3
<PAGE>
Obligations may only be paid, if at all, after cash liquidation of all
investments included in the Plan Investments for each Performance Year.
The Obligations are not subject to redemption, in whole or in part, at the
option of the Corporation or through operation of a mandatory or optional
sinking fund or analogous provision. The Corporation reserves the right to
amend, suspend or terminate the Plan, except that no such amendment, suspension
or termination may materially impair the rights of participants with respect to
investments previously made without their written consent.
Neither participation in the Plan nor receipt of any information with
respect to the Plan will be construed to give any participant any right to
continue to be employed by the Corporation or any of its subsidiaries or
affiliates.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby has been passed upon for the
Corporation by Gordon S. Calder, Jr., Managing Director and Counsel of the
Corporation. Mr. Calder has an interest in a number of shares amounting to less
than .02 percent of the outstanding Common Stock of the Corporation.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
II-4
<PAGE>
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 for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 23rd day of
March, 1999.
BANKERS TRUST CORPORATION
By /s/ Yves C. DeBalmann
----------------------------------
(YVES C. DEBALMANN, VICE CHAIRMAN)
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 date(s) indicated.
SIGNATURE TITLE DATE
Frank N. Newman* Chairman of the Board, Chief Executive
Officer and President (Principal Executive
Officer)
Richard H. Daniel* Vice Chairman and Chief Financial
Officer (Principal Financial Officer)
David C. Fisher* Controller and Principal Accounting
Officer
Lee A. Ault III Director
Neil R. Austrian* Director
George B. Beitzel* Director
Phillip A. Griffiths* Director
William R. Howell* Director
Vernon E. Jordan, Jr.* Director
Hamish Maxwell* Director
II-5
<PAGE>
SIGNATURE TITLE DATE
N.J. Nicholas Jr.* Director
Russell E. Palmer* Director
Donald L. Staheli* Director
Patricia Carry Stewart* Director
G. Richard Thoman* Director
George J. Vojta* Vice Chairman and Director
Paul A. Volcker* Director
*By /s/ James T. Byrne, Jr. March 23, 1999
-----------------------------------------
(JAMES T. BYRNE, JR., ATTORNEY-IN-FACT)
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
5 Opinion re validity Filed as an exhibit hereto.
23 Consents of experts and counsel:
(a) KPMG LLP, New York, New York Filed as an exhibit hereto.
(b) Ernst & Young LLP Filed as an exhibit hereto.
(c) KPMG LLP, Baltimore, Maryland Filed as an exhibit hereto.
(d) Gordon S. Calder, Jr. Included in Exhibit 5.
24 Power of Attorney Filed as an exhibit hereto.
EXHIBIT 5
[Bankers Trust Company letterhead]
March 22, 1999
Bankers Trust Corporation
Bankers Trust Plaza,
130 Liberty Street,
New York, NY 10006
Dear Sirs:
I am Managing Director and Counsel of Bankers Trust Company, a
subsidiary of Bankers Trust Corporation, a New York corporation (the
"Corporation"). A filing with the Securities and Exchange Commission is proposed
to be made by the Corporation on the date hereof under the Securities Act of
1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering the offer and sale of
$50,000,000 deferred compensation obligations (the "Obligations") of the
Corporation. The Obligations represent unsecured obligations of the Corporation
to pay deferred compensation in the future in accordance with the terms of the
Coinvestment Plan for the Corporate Finance Group (the "Plan"). I have examined
the Restated Certificate of Incorporation and By-Laws of the Corporation, the
Plan, and such other documents and instruments as I have deemed necessary or
appropriate for the purposes of the opinion expressed herein.
Based upon the foregoing, I am of the opinion that, when issued and
paid for in accordance with the provisions of the Plan as contemplated by the
Registration Statement, the Obligations will be valid and legally binding
obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and I am expressing no opinion as
to the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by me
to be responsible.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under "Interest of Named
Experts and Counsel" in the Registration Statement. I do not admit in giving
this consent that I come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Gordon S. Calder, Jr.
-------------------------
Gordon S. Calder, Jr.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the Prospectus which forms a part of the
Registration Statement of our report dated January 21, 1999 except for Note 28,
as to which the date is March 12, 1999, with respect to: the consolidated
balance sheet of Bankers Trust Corporation (formerly Bankers Trust New York
Corporation) and Subsidiaries (the "Corporation") at December 31, 1998 and
December 31, 1997, and the related consolidated statements of income, changes in
stockholders' equity, comprehensive income and cash flows for each of the years
in the two-year period ended December 31, 1998; and the combination of the
Corporation and Alex. Brown Incorporated as reflected in the combined restated
statements of income, changes in stockholders' equity, comprehensive income and
cash flows for the year ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in the Prospectus.
/s/ KPMG LLP
New York, New York
March 23, 1999
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and the related Prospectus pertaining to
the Coinvestment Plan for the Corporate Finance Group of Bankers Trust
Corporation (formerly Bankers Trust New York Corporation), of our report dated
January 23, 1997 (except for Note 28, as to which the date is March 6, 1997) and
to the incorporation by reference therein, with respect to the 1996 consolidated
financial statements of Bankers Trust Corporation and Subsidiaries included in
its Annual Report (Form 10-K) for the year ended December 31, 1998, prior to
their restatement for the 1997 pooling-of-interest with Alex. Brown
Incorporated, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
March 23, 1999
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Bankers Trust Corporation and in the Prospectus which
forms a part of the Registration Statement of our report dated January 20, 1997,
with respect to the consolidated statement of financial condition of Alex. Brown
Incorporated and subsidiaries as of December 31, 1996, and the related
consolidated statements of earnings, stockholders' equity and cash flows for the
year then ended. We also consent to the reference to our firm under the caption
"Experts" in the Prospectus.
/s/ KPMG LLP
Baltimore, Maryland
March 23, 1999
EXHIBIT 24
BANKERS TRUST CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Bankers Trust Corporation (the "Corporation"), a New York
corporation, hereby appoints each of Frank N. Newman, George J. Vojta, Richard
H. Daniel, Duncan P. Hennes and James T. Byrne, Jr. his true and lawful attorney
and agent, in the name and on behalf of the undersigned, to do any and all acts
and things and execute any and all instruments which the said attorney and agent
may deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Trust Indenture Act of 1939, as amended (collectively the
"Acts"), and any rules and regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Acts of the securities of the Corporation in connection with the
public offering of such securities, including specifically, but without limiting
the generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director and/or Officer of the Corporation to a
Registration Statement to be filed with the Securities and Exchange Commission
to any and all amendments, including pre- and post-effective amendments, to the
said Registration Statement and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statement and
amendments thereto; HEREBY RATIFYING AND CONFIRMING all that the said attorneys
and agents, or any of them, has done, shall do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Frank N. Newman Chairman of the Board, Chief Executive March 16, 1999
- --------------------------- Officer and President (Principal Executive
(Frank N. Newman) Officer)
/s/ Richard H. Daniel Vice Chairman and Chief Financial March 16, 1999
- --------------------------- Officer (Principal Financial Officer)
(Richard H. Daniel)
/s/ David C. Fisher Controller and Principal Accounting March 16, 1999
- --------------------------- Officer
(David C. Fisher)
/s/ Lee A. Ault III Director March 16, 1999
- ---------------------------
(Lee A. Ault III)
Director
- ---------------------------
(Neil R. Austrian)
/s/ George B. Beitzel Director March 16, 1999
- ---------------------------
(George B. Beitzel)
/s/ Phillip A. Griffiths Director March 16, 1999
- ---------------------------
(Phillip A. Griffiths)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ William R. Howell Director March 16, 1999
- ---------------------------
(William R. Howell)
/s/ Vernon E. Jordan, Jr. Director March 16, 1999
- ---------------------------
(Vernon E. Jordan, Jr.)
/s/ Hamish Maxwell Director March 16, 1999
- ---------------------------
(Hamish Maxwell)
/s/ N.J. Nicholas Jr. Director March 16, 1999
- ---------------------------
(N.J. Nicholas Jr.)
/s/ Russell E. Palmer Director March 16, 1999
- ---------------------------
(Russell E. Palmer)
/s/ Donald L. Staheli Director March 16, 1999
- ---------------------------
(Donald L. Staheli)
/s/ Patricia Carry Stewart Director March 16, 1999
- ---------------------------
(Patricia Carry Stewart)
/s/ G. Richard Thoman Director March 16, 1999
- ---------------------------
(G. Richard Thoman)
/s/ George J. Vojta Vice Chairman and Director March 16, 1999
- ---------------------------
(George J. Vojta)
/s/ Paul A. Volcker Director March 16, 1999
- ---------------------------
(Paul A. Volcker)
</TABLE>
