<PAGE>
As filed with the Securities and Registration No. 333 ______
Exchange Commission on February 29, 2000
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 RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
(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
Preferred Stock Purchase
Rights (1) 24,704 Shares $23.0625 $569,736 $151
- ------------------------------------------------------------------------------------------------------------------------------
</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. 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.)
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% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
-6-
<PAGE>
(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-Chief Financial Officer February 29, 2000
- ------------------------------------ (PRINCIPAL ACCOUNTING OFFICER AND
Fred R. Jones 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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/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 24,704 shares of the Company's
Common Stock, par value $.10 per share (the "Shares") under the Thomas & Betts
Corporation Restricted Stock Plan For Nonemployee Directors (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 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 35,119 shares of Thomas
& Betts Corporation Common Stock in connection with the Thomas & Betts
Corporation Restricted Stock Plan For Nonemployee Directors 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 June 10, 1999
- -------------------------------------------- and Director
Clyde R. Moore (PRINCIPAL EXECUTIVE OFFICER)
/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. Jone Vice President-Chief Financial Officer June 10, 1999
- -------------------------------------------- (PRINCIPAL ACCOUNTING OFFICER
Fred R. Jones AND 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
</TABLE>
<PAGE>
<TABLE>
<S> <S> <C>
/s/ Jerry Kronenberg Vice President-General Counsel June 10, 1999
- -------------------------------------------- and Secretary
Jerry Kronenberg
/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/ Jerrre L. Stead Director June 10, 1999
- --------------------------------------------
Jerre L. Stead
/s/ William H. Waltrip Director June 10, 1999
- --------------------------------------------
William H. Waltrip
</TABLE>
