As filed with the Securities and Exchange Commission on February 28, 2001
Registration No. 333-55484
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
American International Petroleum Corporation
(Exact name of Registrant as specified in its charter)
Nevada 6719 13-3130236
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification
Number)
2950 North Loop West, Suite 1000
Houston, Texas 77092
(713) 802-0087
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
--------------------------
DENIS J. FITZPATRICK
Chief Financial Officer
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
2950 North Loop West, Suite 1000
Houston, Texas 77092
Telephone: (713) 802-0087
Telecopier: (713) 681-5987
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
CHARLES SNOW, ESQ.
SNOW BECKER KRAUSS P.C.
605 Third Avenue
New York, New York 10158-0125
Telephone: (212) 687-3860
Fax: (212) 949-7052
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
1
CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Amount of
Title of Each Class of Securities to to be Offering Price Proposed Maximum Registration Fee
Be Registered Registered Per Security (1) Offering Price (1) (4)
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Common Stock, $.08 par value 30,100,000 $ 0.375 $11,287,500 $3,386.25
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
(2) Represents shares to be sold by the selling securityholders named in this
registration statement. Also includes an indeterminate number of shares
that the selling securityholders may acquire as a result of a stock split,
stock dividend or similar transaction involving the common stock pursuant
to the antidilution provisions of our series A convertible preferred stock
and warrants. Does not include additional shares that may be acquired by
the selling securityholders upon conversion of the series A convertible
preferred stock attributable to the operation of the conversion price
formula set forth in the certificate of designations for that series of
convertible preferred stock due to a decline in the market price of our
common stock.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the closing sale price of the common
stock as reported by Bloomberg LP on February 7, 2001.
(4) Previously paid.
--------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
--------------------------
Explanatory Note
Amending Exhibit 5.1 to the Registration Statement.
2
Part II - Information not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses that will be paid by us in
connection with the distribution of the shares of common stock being registered
under this registration statement:
Securities and Exchange Commission registration fee........... $3,386.25
Legal fees and expenses....................................... 15,000.00
Accounting fees............................................... 5,000.00
Miscellaneous................................................. 613.75
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Total................................................$ 24,000.00
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Item 14. Indemnification of Directors and Officers
Under Section 78.751 of the Revised Nevada Statutes, directors and officers may
be indemnified against judgments, fines and amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and reasonably incurred
as a result of specified actions or proceedings, including appeals, whether
civil or criminal, other than an action by or in the right of the corporation -
a derivative action if they acted in good faith and for a purpose which they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and reasonably incurred by them in
connection with the defense or settlement of such an action, including appeals,
except in respect of a claim, issue or matter as to which such person shall have
been finally adjudged to be liable to the corporation, unless and only to the
extent a court of competent jurisdiction deems proper.
In accordance with Section 78.037(1) of the Revised Nevada Statutes, Article
VIII of the our Articles of Incorporation, as amended, eliminates the personal
liability of our directors to our company or our shareholders for monetary
damages for breach of their fiduciary duties as directors, with certain limited
exceptions set forth in said Article VIII and Section 78.037(1).
Article VII of our Bylaws provides for indemnification of directors, officers
and others as follows:
"On the terms, to the extent, and subject to the condition prescribed by statute
and by such rules and regulations, not inconsistent with statute, as the Board
of Directors may in its discretion impose in general or particular cases or
classes of cases, (a) the Corporation shall indemnify any person made, or
threatened to be made, a party to an action or proceeding, civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees of any such action or proceeding, or any appeal
therein, and (b) the Corporation may pay, in advance of final disposition of any
such action or proceeding, expenses incurred by such person in defending such
action or proceeding. On the terms, to the extent, and subject to the conditions
prescribed by statute and by such rules and regulations, not inconsistent with
statute, as the Board of Directors may in its discretion impose in general or
particular cases or classes of cases, (a) the Corporation shall indemnify any
person made a party to an action by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action, or in connection
with an appeal therein, and (b) the Corporation may pay, in advance of final
disposition of any such action, expenses incurred by such person in defending
such action or proceeding."
We maintain insurance, at our expense, to reimburse our company and directors
and officers of the company and of direct and indirect subsidiaries against any
expense, liability or loss arising out of indemnification claims against
directors and officers and to the extent otherwise permitted under the Revised
Nevada Statutes.
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Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed 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.
Item 15. Recent Sales of Unregistered Securities
During the past three years, we have sold securities to a limited number of
persons, as described below. Except as indicated, there were no underwriters
involved in the transactions and there were no underwriting discounts or
commissions paid in connection therewith. The purchasers of securities in each
such transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the certificates
for the securities issued in such transactions. All purchasers of securities in
each such transaction had adequate access to information about us, and in the
case of transactions exempt from registration under Section 4(2) of the
Securities Act, were sophisticated investors.
1. On April 21, 1998, we issued and sold $12,000,000 principal amount of
our 14% convertible notes due 2002, together with warrants to purchase
an aggregate of 1,400,000 shares of common stock, to four accredited
investors for a total purchase price of $11,880,000. The issuance and
sale of these securities was exempt from the registration requirement
of the Securities Act under Section 4(2) and Rule 506 of Regulation D.
During 1998 and 1999, we issued a total of 12,110,632 shares of our
common stock to the investors upon conversion of $5,000,000 principal
amount of the notes and in payment of $2,388,619 accrued interest on
the notes. The issuance of these shares was exempt from the
registration requirements of the Securities Act under Section 3(a)(9).
2. On April 21, 1999, we entered into an equity line of credit agreement
with four accredited investors for the sale of up to $40,000,000 of
our common stock. We issued warrants to purchase 3,595,978 shares of
common stock to these investors in connection with the equity line of
credit agreement. This transaction and the issuance of the warrants
was exempt from the registration requirements of the Securities Act
under Section 4(2) and Rule 506 of Regulation D.
3. On January 22, 1999, we issued and sold $1,800,000 principal amount of
bridge notes, together with warrants to purchase 200,000 shares of our
common stock, to an accredited investor. The issuance and sale of
these securities was exempt from the registration requirements of the
Securities Act under Section 4(2) and Rule 506 of Regulation D.
4. On February 9, 1999, we issued and sold $10,000,000 principal amount
of our 5% convertible secured debenture due 2004, together with
warrants to purchase 2,000,000 shares of common stock, to an
accredited investor for a purchase price of $10,000,000. The issuance
and sale of these securities was exempt from the registration
requirements of the Securities Act under Section 4(2) and Rule 506 of
Regulation D. We have issued a total of 12,169,453 shares of our
common stock upon conversion of $4,359,865 principal amount of the
debenture and in payment of $244,856 accrued interest on the
debenture. The issuance of these shares was exempt from the
registration requirements of the Securities Act under Section 3(a)(9).
5. On March 15, 1999, we issued 40,000 shares of common stock to a
consultant as partial consideration for services rendered on our
behalf. This issuance and sale of these shares was exempt from the
registration requirements of the Securities Act under Section 4(2) of
the Securities Act.
6. On April 12, 1999, we issued and sold $1,825,000 principal amount of
bridge notes, together with warrants to purchase 500,000 shares of
common stock, to an accredited investor for a total purchase price of
$1,825,000. The issuance and sale of these securities was exempt from
the registration requirements of the Securities Act under Section 4(2)
and Rule 506 of Regulation D.
7. From March 30, 1999 to June 17, 1999, we issued an aggregate of
1,952,113 shares of common stock to fourteen business entities as
consideration for services rendered on our behalf. The issuance of
these shares were exempt from the registration requirements of the
Securities Act under Section 4(2).
8. On August 19, 1999, we issued and sold $7,250,000 principal amount of
our 6% convertible debentures due 2004, together with warrants to
purchase 1,087,500 shares of common stock, to two accredited investors
for a total purchase price of $7,250,000. We paid a commission of
$145,000 and issued a warrant to purchase 200,000 shares of common
stock to J. W.
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Genesis Financial Corporation in connection with this transaction. The
issuance and sale of these securities was exempt from the registration
requirements of the Securities Act under Section 4(2) and Rule 506 of
Regulation D.
During 1999 and 2000, we issued a total of 17,174,285 shares of common
stock to the investors upon conversion of $7,250,000 principal amount
of the debentures and in payment of $170,033 accrued interest on the
debentures. The issuance of these shares was exempt from the
registration requirements of the Securities Act under Section 3(a)(9).
9. From July 9, 1999 to September 30, 1999, we issued an aggregate of
1,508,968 shares to six business entities as consideration for
services rendered on our behalf. The issuance of these shares was
exempt from the registration requirements of the Securities Act under
Section 4(2).
10. From July 1, 1989 to September 29, 1999, we issued an aggregate of
810,000 shares of common stock to J. W. Genesis Securities, Inc., GCA,
Ms. Caroline Mia Reed, and H. Glenn Bagwell upon exercise of warrants.
The issuance of these shares was exempt from the registration
requirement of the Securities Act under Section 4(2).
11. On September 2, 1999, we issued an aggregate of 25,000 shares of our
common stock to Lockwood Resources Ltd. and Mr. Chaim Klapholtz in
settlement of a litigation. The issuance of these shares was exempt
from the registration requirements of the Securities act under Section
4(2).
12. On August 6, 1999 we issued 5,000 shares of common stock to Mr. Joe
Michael McKinney as a signing bonus. The issuance of these shares was
exempt from the registration requirements of the Securities Act under
Section 4(2).
13. On February 28, 2000, we issued and sold $1,850,000 principal amount
of bridge notes, together with warrants to purchase 500,000 shares of
common stock, to an accredited investor for a total purchase price of
$1,609,500. The issuance and sale of these securities was exempt from
the registration requirements of the Securities Act under Section 4(2)
and Rule 506 of Regulation D.
14. On May 8, 2000, we issued $3,000,000 principal amount of bridge notes,
together with 250,000 shares of our common stock and warrants to
purchase an additional 350,0000 shares of common stock, to an
accredited investor for a purchase price of $2,700,000. The issuance
and sale of these securities was exempt from registration requirements
of the Securities Act under Section 4(2) and Rule 506 of Regulation D.
15. On July 18, 2000, we entered into a securities purchase agreement to
sell up to $10,000,000 of our series A convertible preferred stock to
an accredited investor. We issued warrants to purchase 200,000 shares
of our common stock to the investor in connection with this
transaction. We have issued and sold 6,250 shares of series A
convertible preferred stock to the investor under this agreement for a
total purchase price of $6,250,000. We have paid commissions of
$312,500 and issued warrants to purchase 375,000 shares of common
stock to LKB Financial LLC in connection with this transaction. The
issuance and sale of these securities was exempt from the registration
requirements of the Securities Act under Section 4(2) and Rule 506 of
Regulation D.
We have issued 24,963,624 shares of common stock to the investor upon
conversion of the series A convertible preferred stock. The issuance
of these shares was exempt from the registration requirements of the
Securities Act under Section 3(a)(9).
Exhibits and Financial Statement Schedules.
(a) Exhibits
2.1 Share Purchase Agreement dated February 25, 1997, among AIPC and AIPCC,
PAIPC and Mercantile. (8)
3.1 Our Restated Articles of Incorporation. (6)
3.2 Our By-laws, as amended. (11)
4.1 Form of Securities Purchase Agreement dated February 28, 2000. (17)
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4.2 Form of Bridge Note issued in connection with Exhibit 4.1. (17)
4.3 Form of Warrant issued in connection with Exhibit 4.1. (17)
4.4 Form of Security Agreement issued in connection with Exhibit 4.1. (17)
4.5 Form of Registration Rights issued in connection with Exhibit 4.1. (17)
4.6 Form of Promissory Note (17)
4.7 Form of Warrant issued in connection with Exhibit 4.6 (17)
4.8 Form of 8% Convertible Subordinated Debentures due August 1, 1999. (9)
4.9 Form of Subscription Agreement used in connection with the offering of the
Registrants' debentures referenced in Exhibit 4.8. (9)
4.10 Form of Warrant to purchase shares of the Registrants' Common Stock issued
in connection with the offering of the Registrants' debentures referenced
in Exhibit 4.8. (9)
4.11 Form of Registration Agreement used in connection with the offering of the
Registrants' debentures referenced in Exhibit 4.8.(9)
4.12 Form of 14% Convertible Notes due October 15, 1999. (10)
4.13 Form of Subscription Agreement used in connection with the offering of the
Registrants' debentures referenced in Exhibit 4.12. (10)
4.14 Form of Warrant to purchase shares of the Registrants' common Stock issued
in connection with the offering of the Registrants' debentures referenced
in Exhibit 4.12. (10)
4.15 Form of Registration Rights Agreement used in connection with the offering
of the Registrants' debentures referenced in Exhibit 4.12. (10)
4.16 Form of Subscription Agreement used in connection with the repayment of
debt to a foreign individual. (10)
4.17 Form of Subscription Agreement used in connection with the Registrant's
purchase of a 70% interest of MED Shipping Usturt Petroleum Company
Ltd.(10)
4.18 Form of Warrant to purchase shares of the Registrant's common Stock issued
in connection with the purchase referenced in Exhibit 4.17. (10)
4.19 Our 1998 Stock Option Plan.(14)
4.20 Our 1998 Stock Award Plan.(14)
4.21 14% Convertible Note due April 21, 2000 (12)
4.22 Securities Purchase Agreement dated April 21, 2000 (12)
4.23 Agreement and First Amendment dated April 21, 1998 to the Securities
Purchase Agreement dated October 9, 1997. (12)
4.24 Form of Warrant issued pursuant to the Securities Purchase and Equity
Agreements associated with Exhibits 4.22 and 4.23 (12)
4.25 Equity Financing Agreement dated April 21, 1998. (12)
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4.26 Registration Rights Agreement dated April 21, 1998. (12)
4.27 Letter Agreement dated June 26, 1998 between the Registrant and certain
investors. (13)
4.28 Convertible Debenture Purchase Agreement dated February 18, 1999. (2)
4.29 Form of 5% Convertible Secured Debenture dated February 18, 1999. (2)
4.30 Form of Warrant issued pursuant to Convertible Secured Debenture dated
February 11, 1999. (2)
4.31 Form of Registration Rights Agreement dated February 18, 1999. (2)
4.32 Form of Mortgage and Security Agreement issued pursuant to the Convertible
Secured Debentures dated February 11, 1999. (2)
4.33 Form of 6% Convertible Debenture Purchase Agreement dated August 19, 1999.
(15)
4.34 Form of 6% Convertible Secured Debenture issued in connection with the 6%
Convertible Debentures referenced in Exhibit 4.33 (15)
4.35 Form of Warrant issued in connection with the 6% Convertible Debentures
referenced in Exhibit 4.33. (15)
4.36 Form of Registration Rights Agreement issued in connection with the 6%
Convertible Debentures in Exhibit 4.33. (15)
4.37 Form of Security Agreement issued in connection with the 6% Convertible
Debentures in Exhibit 4.33. (15)
4.38 Form of Securities Purchase Agreement dated December 1, 1999 by and among
the Registrant and GCA Investment Fund Limited. (16)
4.39 Form of Mortgage and Security Agreement between St. Marks Refinery, Inc.
and GCA Strategic Investment Fund. (16)
4.40 Form of Warrant issued in connection with the Securities Purchase
Agreement referenced in Exhibit 4.38. (16)
4.41 Our 2000 Stock Option Plan. (18)
4.42 Our 2000 Stock Award Plan. (18)
5.1 Consent of Snow Becker Krauss P.C.
10.1 Employment Agreement dated May 1, 1989 by and between George N. Faris and
the Registrant. (1)
10.2 Amendment #1 to Employment Agreement, dated May 1, 1989, between George N.
Faris and the Registrant. (6)
10.3 Registration Rights Agreement dated July 11, 1996 between George N. Faris
and the Registrant. (6)
10.4 $3 million Exchangeable Debenture, granted by AIPCC to the Registrant due
February 25, 1999. (8)
10.5 Our Agreement dated April 22, 1997 with MED Shipping and Trading S.A. used
in connection with the Registrant's purchase of a 70% interest of MED
Shipping Usturt Petroleum Company Ltd. (10)
10.6 Amendment dated May 9, 1997 to the Agreement attached hereto as Exhibit
10.5. (10)
10.7 Consulting Agreement dated December 2, 1998. (15)
10.8 Amendment #2 to our Employment Agreement dated May 1, 1989 with George N.
Faris. (16)
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21.1 Our Subsidiaries (19)
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1)
23.2 Consent of Independent Auditors (19)
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(1) Incorporated herein by reference to our Registration Statement on Form S-1
declared effective on February 13, 1990.
(2) Incorporated herein by reference to our form 8-K, dated March 1, 1999, as
amended April 26, 1999.
(3) Incorporated herein by reference to our Registration Statement on Form
S-3, declared effective January 15, 1998.
(4) Incorporated herein by reference to Amendment #19 to Schedule 13D of
George N. Faris for October 13, 1995.
(5) Incorporated herein by reference to our Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
(6) Incorporated herein by reference to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996
(7) Incorporated herein by reference to our Form 8-K dated August 19, 1996.
(8) Incorporated herein by reference to our Form 8-K dated March 12, 1997.
(9) Incorporated herein by reference to our Quarterly Report on Form 10-QA for
the quarter ended June 30, 1997.
(10) Incorporated herein by reference to our Quarterly Report on Form 10-QA for
the quarter ended September 30, 1997.
(11) Incorporated herein by reference to our Annual Report on Form 10-KA for
the year ended December 31, 1997.
(12) Incorporated by reference to our Quarterly Report on Form 10-Q-A for the
quarter ended March 31, 1998
(13) Incorporated by reference to our Quarterly Report on Form 10-Q-A for the
quarter ended June 30, 1998
(14) Incorporated by reference to our Report on Form S-8 dated January 4, 1999.
(15) Incorporated by reference to our Report on Form 8-K dated September 9,
1999.
(16) Incorporated by reference to our Annual Report Form 10-K for the fiscal
year ended December 31, 1999.
(17) Incorporated by reference to our Quarterly Report on Form 10Q for the
quarter ended March 31, 2000.
(18) Incorporated by reference to our Report on Form S-8 dated August 15, 2000.
(19) Previously filed
(b) Financial Statement Schedules
None.
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Item 17. Undertakings.
The undersigned Registrant hereby undertakes that it will:
(a)(l) File, during any period in which it offers or sells the securities
offered hereby, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represents 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) 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.
(iii) 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.
(2) For determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) Remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons
of the Registrant pursuant to any arrangement, provision or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on February 28, 2001.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
By: /s/ George N. Faris By: /s/ Denis J. Fitzpatrick
------------------------------ ------------------------------
George N. Faris Denis J. Fitzpatrick
Chairman of the Board of Vice President, Chief Financial
Directors (principal executive Officer and Secretary (principal
officer) financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated on February 28, 2001.
Signature
/s/ George N. Faris
- -----------------------------
George N. Faris
Chairman of the Board of
Directors (principal
executive officer)
/s/ Denis J. Fitzpatrick
- -----------------------------
Denis J. Fitzpatrick
Vice President, Chief
Financial Officer and
Secretary(principal
financial and accounting officer)
*
- -----------------------------
William R. Smart
Director
*
- -----------------------------
John H. Kelly
Director
*
- -----------------------------
Donald G. Rynne
Director
*
- -----------------------------
Daniel Y. Kim
Director
*By: /s/ Denis J. Fitzpatrick
------------------------
Denis J. Fitzpatrick
Attorney in Fact
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