<PAGE>
As filed with the Securities and Exchange Commission on February 29, 2000
Registration No. 333________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THOMAS & BETTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Tennessee 22-1326940
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
THOMAS & BETTS CORPORATION NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Jerry Kronenberg
Vice President-General Counsel and Secretary
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copy to:
Jean D. Renshaw, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- -------------------------- ------------------------- -------------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(2) UNIT(3) PRICE(3) REGISTRATION FEE
- ---------------------------- -------------------------- ------------------------- -------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share and 7,200 Shares $43.73 $314,856
Preferred Stock Purchase 92,800 Shares $23.0625 $2,140,200
Rights (1)
- ---------------------------- -------------------------- ------------------------- -------------------------- --------------------
Total 100,000 Shares $2,455,056 $649
- ---------------------------- -------------------------- ------------------------- -------------------------- --------------------
</TABLE>
(1) The Preferred Stock Purchase Rights currently trade with the Registrant's
Common Stock. Value attributable to the Preferred Stock Purchase Rights,
if any, is reflected in the market price of the Common Stock.
(2) This registration statement also covers an indeterminate amount of shares
of Common Stock as may become issuable under the Plan in connection with
shares splits, share dividends or similar transactions.
(3) Estimated pursuant to Rule 457 solely for the purpose of calculating the
fees. As to shares subject to outstanding but unexercised options the
price and fee are computed based upon the price at which such options may
be exercised. As to remaining shares the price and fee are calculated on
the basis of $23.0625 the average of the highest and lowest prices of
the Common Stock on the composite reporting system for stocks listed on
the New York Stock Exchange on February 25, 2000.
-1-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(NOT REQUIRED TO BE FILED AS PART OF THIS REGISTRATION STATEMENT)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Thomas & Betts
Corporation (the "Corporation" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended January 3, 1999, and filed on March 23, 1999 and the amendment thereto
filed on June 7, 1999;
(b) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarter ended April 4, 1999, and the amendments thereto filed on June 7, 1999
and January 4, 2000, for the fiscal quarter ended on July 4, 1999 and for
the fiscal quarter ended on October 3, 1999, and the amendment thereto filed
on January 4, 2000;
(c) The Corporation's Current Reports on Form 8-K dated January 27, 1999
and filed on February 1, 1999, February 3, 1999 and filed on February 12,
1999, February 5, 1999 and filed on February 5, 1999, April 28, 1999 and
filed on May 4, 1999, June 14, 1999 and filed on June 15, 1999, June 29, 1999
and filed on July 7, 1999, August 27, 1999 and filed on September 8, 1999,
October 26, 1999 and filed on October 27, 1999, November 17, 1999 and filed
on November 19, 1999, December 14, 1999 and filed on December 15, 1999,
December 20, 1999 and filed on December 20, 1999, January 24, 2000 and filed
on January 25, 2000, February 15, 2000 and filed on February 15, 2000,
February 24, 2000 and filed on February 25, 2000;
(d) All other reports filed by the Corporation pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the latest of any specified filings made under (a), (b) or (c) above;
and
(e) The description of the Corporation's common stock, par value $0.10
per share (the "Common Stock"), which is contained in the Corporation's
registration statement on Form 8-A dated December 12, 1997, and filed
December 15, 1997, including any amendment or report filed for the purpose of
updating such description and the Corporation's Form 8-B dated May 2, 1996
and filed on May 2, 1996.
All reports and other documents subsequently 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 of the
shares of the Common Stock offered hereunder have
-2-
<PAGE>
been sold or which deregisters all of the shares of Common Stock 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 or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein by reference modified or superseded such prior statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 48-12-102 of the Tennessee Business
Corporation Act, which permits Tennessee corporations to include provisions
in their certificate of incorporation limiting the liability of officers and
directors, Article VIII of the Registrant's Amended and Restated Charter
provides:
LIMITATION OF DIRECTOR LIABILITY. No person who is or was a director
of the corporation, or such person's heirs, executors or administrators,
shall be personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director; provided,
however, that this provision shall not eliminate or limit the liability of
any such party (i) for any breach of a director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, or (iii) for unlawful distributions under the Tennessee Business
Corporation Act. Any repeal or modification of the provisions of this
Article VIII, directly or by the adoption of an inconsistent provision of
this Charter, shall not adversely affect any right or protection in favor
of a particular individual at the time of such repeal or modification.
Sections 48-18-501 through 509 of the Tennessee Business Corporation
Act ("Sections 48-18-501 through 509") confer broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, trustee, employee
or agent of another enterprise, or the legal representative of any such
director, officer, trustee, employee or agent. The provisions of Section
48-18-501 through 509 are not exclusive of any other rights to which those
seeking indemnification may be entitled under any certificate of
incorporation, by-law,
-3-
<PAGE>
agreement, vote of shareholders or otherwise. Sections 48-18-501 through 509
also provide that powers granted pursuant to such Section may be exercised by
the corporation notwithstanding the absence of any provision in its charter or
by-laws authorizing the exercise of such powers.
Article V of the Registrant's by-laws provides:
Indemnification of Officers and Directors. Section 1. Right to
Indemnification. Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer of
the Corporation or is or was serving at the request of the Corporation as
a director or officer of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized or
permitted by the Tennessee Business Corporation Act, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that the Corporation
shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors. The
right to indemnification conferred in this Section shall include the right
to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that,
if the Tennessee Business Corporation Act requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified
under this Section or otherwise.
Section 2. Right of Claimant to Bring Suit. If a claim under
Section 1 of this Article is not paid in full by the Corporation
within ninety days after a written claim has been received by the
Corporation, the claimant may at any time
-4-
<PAGE>
thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Tennessee
Business Corporation Act for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its shareholders) to have made
a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the
Tennessee Business Corporation Act, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel,
or its shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of
conduct.
Section 3. Non-Exclusivity of Rights; Continuation of Rights. The
right to indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this Article
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Charter, Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.
All rights to indemnification under this Article shall be deemed to be a
contract between the Corporation and each director or officer of the
Corporation who serves or served in such capacity at any time while this
Article is in effect. Any repeal or modification of this Article or any
repeal or modification of relevant provisions of the Tennessee Business
Corporation Act or any other applicable laws shall not in any way diminish
any rights to indemnification of such director or officer or the
obligations of the Corporation arising hereunder.
Section 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director or officer of the Corporation
or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the Tennessee Business Corporation Act.
The Corporation has a liability insurance policy in effect which covers
certain claims against any officer or director of the Corporation by reason of
certain breaches of duty, neglect, errors or omissions committed by such person
in his or her capacity as an officer or director.
-5-
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
4.1 Amended and Restated Charter of the Corporation.
(Incorporated herein by reference to Exhibit 4(c) to
the Corporation's Registration Statement on Form
S-3, Registration No. 333-61465, filed August 14,
1998, and declared effective August 26, 1998).
4.2 By-laws of the Corporation, as amended.
(Incorporated herein by reference to Exhibit 3.2 to
the Corporation's Annual Report on Form 10-K for the
period ended January 3, 1999, and filed March 23,
1999.)
</TABLE>
<TABLE>
<S> <C>
5 Opinion of Penelope Y. Turnbow, Esq.
23 Consent of KPMG LLP, independent public accountants.
24 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more than a 20%
-6-
<PAGE>
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
-7-
<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 Memphis, State of Tennessee, on
this 29th day of February, 2000.
THOMAS & BETTS CORPORATION
(REGISTRANT)
BY: /s/ Fred R. Jones
--------------------
Fred R. Jones
Vice President-Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 29, 2000 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Clyde R. Moore* President and Chief Executive Officer
- ----------------------------- and Director
Clyde R. Moore (PRINCIPAL EXECUTIVE OFFICER)
/s/ Ernest H. Drew* Director
- -----------------------------
Ernest H. Drew
/s/ T. Kevin Dunnigan* Chairman of the Board
- ----------------------------- and Director
T. Kevin Dunnigan
/s/ Jeananne K. Hauswald* Director
- -----------------------------
Jeananne K. Hauswald
/s/ Fred R. Jones Vice President- February 29, 2000
- ----------------------------- Chief Financial Officer
Fred R. Jones (PRINCIPAL ACCOUNTING OFFICER AND PRINCIPAL
FINANCIAL OFFICER)
/s/ Robert B. Kalich, Sr.* Director
- -----------------------------
Ronald B. Kalich, Sr.
/s/ Robert A. Kenkel* Director
- -----------------------------
Robert A. Kenkel
/s/ Jerry Kronenberg* Vice President-General Counsel
- ----------------------------- and Secretary
Jerry Kronenberg
<PAGE>
/s/ Kenneth R. Masterson* Director
- -----------------------------
Kenneth R. Masterson
/s/ Thomas C. McDermott* Director
- -----------------------------
Thomas C. McDermott
/s/ Jean-Paul Richard* Director
- -----------------------------
Jean-Paul Richard
/s/ Jerre L. Stead* Director
- -----------------------------
Jerre L. Stead
/s/ William H. Waltrip* Director
- -----------------------------
William H. Waltrip
* By: /s/ Fred R. Jones Attorney-in-Fact February 29, 2000
----------------------
Fred R. Jones
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
-------
<S> <C>
4.1 Amended and Restated Charter of the Corporation.
(Incorporated by reference herein to Exhibit 4(c) to
the Corporation's Registration Statement on Form
S-3, Registration No. 333-61465, filed August 14,
1998, and declared effective August 26, 1998).
4.2 By-laws of the Corporation, as amended.
(Incorporated herein by reference to Exhibit 3.2 to
the Corporation's Annual Report on Form 10-K for the
period ended January 3, 1999, and filed March 23,
1999.)
5 Opinion of Penelope Y. Turnbow, Esq.
23 Consent of KPMG LLP, independent public accountants.
24 Powers of Attorney
</TABLE>
<PAGE>
EXHIBIT 5
OPINION OF PENELOPE Y. TURNBOW, ESQUIRE
February 29, 2000
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
Ladies and Gentlemen:
I am the Assistant Secretary and Corporate Counsel of Thomas & Betts
Corporation (the "Company") and I have acted as its counsel in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Act"), relating to the offering of up to 100,000 shares of the
Company's Common Stock, par value $.10 per share (the "Shares") under the
Thomas & Betts Corporation Nonemployee Directors Stock Option Plan (the
"Plan"). This opinion is being furnished to you in response to Item 601(b)(5)
of Regulation S-K and the instructions to the Form S-8. I am familiar with
the proceedings to date with respect to the Plan and have examined such
records, documents and matters of fact as I have considered relevant for
purposes of this opinion.
I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Tennessee and is duly authorized to carry on
the business in which it is engaged.
2. The Shares are duly authorized and, when issued and paid for
pursuant to the terms of the Plan and the Option Agreement thereunder will be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.
I express no opinion as to the laws of any jurisdiction other than
those of the State of Tennessee and the federal laws of the United States of
America.
I hereby consent to the use of this opinion as an exhibit to this
Registration Statement. In giving this consent, I do not admit that I come
within the categories of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Penelope Y. Turnbow, Esq.
------------------------------
Penelope Y. Turnbow, Esq.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Thomas & Betts Corporation
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Memphis, Tennessee
February 28, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clyde R. Moore, Jerry
Kronenberg and Fred R. Jones, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, to execute a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of up to 100,000 shares of Thomas & Betts Corporation Common
Stock in connection with the Thomas & Betts Corporation Nonemployee Directors
Stock Option Plan and any and all amendments to such Registration Statement
whether filed prior or subsequent to the time such Registration Statement
becomes effective, including amendments and any post-effective amendments to
such Registration Statement for the same offering that are to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended; and hereby ratifies and confirms all that such attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes may
lawfully do or cause to be done by virtue of these presents.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Clyde R. Moore President and Chief Executive Officer
- ------------------------- and Director
Clyde R. Moore (PRINCIPAL EXECUTIVE OFFICER) June 10, 1999
/s/ Ernest H. Drew Director June 10, 1999
- -------------------------
Ernest H. Drew
/s/ T. Kevin Dunnigan Chairman of the Board and Director June 10, 1999
- -------------------------
T. Kevin Dunnigan
/s/ Jeananne K. Hauswald Director June 10, 1999
- -------------------------
Jeananne K. Hauswald
/s/ Fred R. Jones Vice President-Chief Financial Officer June 10, 1999
- ------------------------- (PRINCIPAL ACCOUNTING OFFICER AND
Fred R. Jones PRINCIPAL FINANCIAL OFFICER)
/s/ Ronald B. Kalich Director June 10, 1999
- -------------------------
Ronald B. Kalich
/s/ Robert A. Kenkel Director June 14, 1999
- -------------------------
Robert A. Kenkel
/s/ Jerry Kronenberg Vice President-General Counsel June 10, 1999
- ------------------------- and Secretary
Jerry Kronenberg
<PAGE>
/s/ Kenneth R. Masterson Director June 10, 1999
- -------------------------
Kenneth R. Masterson
/s/ Thomas C. McDermott Director June 10, 1999
- -------------------------
Thomas C. McDermott
/s/ Jean-Paul Richard Director June 10, 1999
- -------------------------
Jean-Paul Richard
/s/ Jerre L. Stead Director June 10, 1999
- --------------------------
Jerre L. Stead
/s/ William H. Waltrip Director June 10, 1999
- --------------------------
William H. Waltrip
</TABLE>
