Registration No. 333-51173
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORTUNE BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3295276
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Tower Parkway, Lincolnshire, Illinois 60069
(Address of Principal Executive Offices) (Zip Code)
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Fortune Brands, Inc.
Non-Employee Director Stock Option Plan
(Full Title of the Plan)
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MARK A. ROCHE, ESQ., Copy to:
Senior Vice President, General Counsel EDWARD P. SMITH, ESQ.
and Secretary CHADBOURNE & PARKE LLP
FORTUNE BRANDS, INC. 30 Rockefeller Plaza
300 Tower Parkway New York, New York 10112
Lincolnshire, Illinois 60069
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (847) 484-4400
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Adding Form S-3 Prospectus, Adding Exhibits and Furnishing Consents
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EXPLANATORY NOTE
The prospectus, containing information required by Part I of Form S-8
and related to this Post-Effective Amendment No. 1 to the Fortune Brands, Inc.
Registration Statement on Form S-8 (Registration No. 333-51173), is omitted from
this Post-Effective Amendment No. 1 in accordance with the Note to Part I of
Form S-8.
This Post-Effective Amendment No. 1 includes a reoffer prospectus,
prepared in accordance with the requirements of Form S-3 (the "Reoffer
Prospectus"), which may be used for the offer and sale by certain officers and
directors of Fortune Brands who may be deemed to be "affiliates" of Fortune
Brands, as that term is defined in Rule 405 under the Securities Act of 1933, as
amended, of securities registered hereunder.
The Reoffer Prospectus is also being filed as part of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Registration No.
333-95909) for the Fortune Brands, Inc. 1999 Long-Term Incentive Plan and as
part of Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(Registration No. 333-95919) for the Fortune Brands Retirement Savings Plan.
Fortune Brands changed its name from American Brands, Inc. to Fortune
Brands, Inc. on May 30, 1997.
Fortune Brands, Inc.
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Common Stock
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This prospectus relates to offers and sales by certain of our officers
and directors (also called Selling Stockholders) who may be deemed to be
"affiliates" of Fortune Brands, Inc., as defined in Rule 405 under the
Securities Act of 1933, as amended, of shares of our common stock that have been
or may be acquired by such persons upon exercise of nonqualified stock options
granted pursuant to our Non-Employee Director Stock Option Plan (also called the
Director Plan), or upon the exercise of incentive stock options or nonqualified
stock options granted pursuant to our 1999 Long-Term Incentive Plan, our 1990
Long-Term Incentive Plan, as amended, our 1986 Stock Option Plan, as amended, or
our 1981 Stock Option Plan, as amended (collectively called the Employee Plans),
or upon the exercise of stock appreciation rights granted under the Employee
Plans in respect of options, or pursuant to performance awards or restricted
stock or other stock-based awards, or dividend equivalents earned thereon, under
the 1999 Plan or the 1990 Plan, or that have been or may be acquired by or for
the account of such persons pursuant to our Retirement Savings Plan (formerly
called the Defined Contribution Plan of Fortune Brands, Inc. and Participating
Operating Companies) as a result of employee or employer contributions under
such plan. The shares that may be so acquired by such persons pursuant to the
Director Plan and the Employee Plans are called the award shares for purposes of
this prospectus and the shares that have been or may be so acquired by such
persons pursuant to the Retirement Savings Plan are herein referred to as the
retirement plan shares.
The accompanying annual supplement to this prospectus sets forth who
the Selling Stockholders are and the number of award shares and retirement plan
shares covered by this prospectus.
Shares covered by this prospectus may be offered and sold from time to
time by or on behalf of the Selling Stockholders through brokers on the New York
Stock Exchange or otherwise at the prices prevailing at the time of such sales.
No specified brokers or dealers have been designated by the Selling Stockholders
and no agreement has been entered into in respect of brokerage commissions or
for the exclusive or coordinated sale of any securities which may be offered
pursuant to this prospectus. The net proceeds to the Selling Stockholders will
be the proceeds received by them upon such sales, less brokerage commissions, if
any. We will pay all expenses of preparing and reproducing this prospectus, but
will not receive any of the proceeds from sales by any of the Selling
Stockholders.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
April 28, 2000
THE COMPANY
We are a holding company with subsidiaries engaged in the manufacture
and sale of home products, office products, golf products and spirits and wine.
Our principal executive offices are currently located at 300 Tower
Parkway, Lincolnshire, Illinois 60069, and our telephone number is (847)
484-4400.
RECENT DEVELOPMENTS
In recent years, we have been engaged in a strategy of seeking to
enhance the operations of our principal operating companies. Pursuant to this
strategy, in 1999 our subsidiaries completed two acquisitions, one in the home
products business and another in the office products business, for an aggregate
cost of $103.6 million in cash, including fees and expenses. Also in 1999, our
spirits and wine business formed an international sales and distribution joint
venture, named Maxxium International B.V., with Remy-Cointreau S.A. and Highland
Distillers Plc, to distribute and sell spirits in key markets outside the United
States. Our subsidiary agreed to contribute assets related to its international
distribution network and periodic cash payments with a total estimated value of
$110 million in return for a one-third interest in the venture. During 1999, our
subsidiary made a cash investment of approximately $30 million in the venture.
In 1998, our subsidiaries completed three acquisitions of home products, office
products and spirits and wine businesses for an aggregate cost of $271.8 million
in cash, including fees and expenses. In 1997, our subsidiaries completed five
acquisitions of office products, golf products and home products businesses for
an aggregate cost of $92 million, including fees and expenses. In 1996, we
acquired Cobra Golf Incorporated ("Cobra"), a leading manufacturer of golf
clubs, for an aggregate cost of $712 million in cash, including fees and
expenses.
We have also disposed of subsidiaries having significant revenues but
engaged in businesses we considered to be nonstrategic to our long-term
operations. For example, in 1995, we sold American Franklin Company, whose
subsidiaries were engaged in the life insurance business, to American General
Corporation for $1.17 billion. In 1997, we completed the spin-off of Gallaher
Group Plc ("Gallaher Group") to our stockholders. Subsidiaries of Gallaher Group
compete in the international tobacco business.
In addition, a number of other nonstrategic businesses and product
lines have been sold. In 1997, one of our office products subsidiaries sold Sax
Arts & Crafts, a marketer to schools of arts and crafts supplies, and in 1998, a
home products subsidiary sold assets relating to the manufacture of door locks
and related hardware.
We continue to pursue the above strategy by exploring other possible
acquisitions in fields related to our principal operating companies. We also
cannot exclude the possibility of acquisitions in other fields or further
dispositions. We are currently reviewing the portfolio of brands owned by our
operating companies and evaluating our options for increasing shareholder value.
Although we can provide no assurance as to whether or when any acquisitions or
dispositions will be consummated, if agreement with respect to any acquisitions
were to be
reached, we might finance such acquisitions by issuance of additional debt or
equity securities. The additional debt from any acquisitions, if consummated,
would increase our debt-to-equity ratio and such debt or equity securities
might, at least in the near term, have a dilutive effect on earnings per share.
We also continue to consider other corporate strategies intended to enhance
stockholder value. We cannot predict whether or when any such strategies might
be implemented or what the financial effect thereof might be upon our debt or
equity securities.
SELLING STOCKHOLDERS
See the annual supplement for current information regarding the Selling
Stockholders, the shares of our common stock beneficially owned by them, the
award shares and savings plan shares offered by them with this prospectus and
the shares of our common stock to be beneficially owned by them after completion
of the offering. The address of each of the Selling Stockholders is Fortune
Brands, Inc., 300 Tower Parkway, Lincolnshire, Illinois 60069.
EXPERTS
The consolidated financial statements and financial statement schedule
incorporated in this prospectus by reference to Fortune Brands, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given upon the authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC, which the SEC maintains in the SEC's File No.
1-9076. You can read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
You may also inspect reports, proxy statements and other information
about us at the Library of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference our Annual Report on Form 10-K, our Proxy Statement
for our Annual Meeting of Stockholders, any of our other filings with the SEC
and described in the Annual Supplement, and any of our future filings with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
We also incorporate by reference the following:
o The description of our common stock, par value $3.125 per share, set
forth under the headings "Description of Fortune Brands Capital
Stock" and "Comparative Rights of Shareholders" on pages 94-105 of
our Proxy Statement for the 1997 Annual Meeting of Stockholders of
Fortune Brands, Inc.; and
o The description of our preferred share purchase rights, set forth on
our Application for Registration of Securities on Form 8-A dated
December 22, 1997.
You may request a copy of these filings, at no cost other than for
exhibits of such filings, by writing to or telephoning us at the following
address (or by visiting our web site at http://www.fortunebrands.com):
FORTUNE BRANDS, INC.
Legal Department
300 Tower Parkway
Lincolnshire, Illinois 60069
(telephone number (847) 484-4400)
We have filed with the SEC a registration statement on Form S-8 under
the Securities Act of 1933. This prospectus omits certain information contained
in the registration statement, as permitted by SEC rules. You may obtain copies
of the registration statement, including exhibits, as noted in the paragraph
above.
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
The Delaware General Corporation Law and our By-laws provide for
indemnification of our officers and directors, who are also covered by certain
insurance policies that we maintain. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to
directors, officers or persons that control us pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
2000 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
Fortune Brands, Inc.
By Certain Selling Stockholders
This Supplement dated April 28, 2000 to the Prospectus dated April 28,
2000 relating to offers and sales of award shares and retirement plan shares by
certain Selling Stockholders of Fortune Brands, Inc. contains certain current
information that may change from year to year. The Supplement will be updated
annually and will be delivered to each Selling Stockholder. Each current
supplement should be kept with the Prospectus in the Selling Stockholder's
important papers. Selling Stockholders who received the April 28, 2000
Prospectus will not be sent additional copies of the Prospectus in subsequent
years unless the information in the Prospectus is required to be amended or
unless a Selling Stockholder requests an additional copy by writing to Fortune
Brands, Inc., Legal Department, 300 Tower Parkway, Lincolnshire, Illinois 60069.
Capitalized terms used in this supplement have the meanings set forth in the
prospectus.
Date. The date of this supplement is April 28, 2000.
Information Regarding Selling Stockholders and Award Shares and
Retirement Plan Shares Covered by the Prospectus. The prospectus covers
2,249,184 award shares that have been or may be acquired by the Selling
Stockholders upon exercise or pursuant to the following awards held as of
February 10, 2000:
o incentive stock options or nonqualified stock options granted
pursuant to the Employee Plans and the Director Plan, or
o stock appreciation rights granted under the Employee Plans in
respect of options under the 1999 Plan and the 1990 Plan, or
o performance awards, awards of restricted stock or other stock-based
awards, and dividend equivalents earned thereon, under the 1999 Plan
and the 1990 Plan.
The prospectus also covers 19,185 Retirement Savings Plan Shares that
have been acquired pursuant to the Retirement Savings Plan and are held on
December 31, 1999 by the Trustee of the Retirement Savings Plan.
There are set forth in the following table opposite the name of each of
the Selling Stockholders:
1. Under the heading "Shares of common stock beneficially owned",
o the shares of our common stock beneficially owned by the Selling
Stockholder on February 10, 2000 (except, as stated in Note (c)
after the table, beneficial ownership is disclaimed as to certain
shares), including shares of our common stock (if any) of which the
Selling Stockholder had the right on such date to acquire beneficial
ownership pursuant to the exercise on or before April 10, 2000 of
options that we have granted, plus
o the number (if any) of shares of our common stock held on
December 31, 1999 by the Trustee of the Retirement Savings Plan that
is equivalent as of that date to the Selling Stockholder's undivided
proportionate beneficial interest in all such shares;
2. Under the heading "Retirement Savings Plan Shares", the number (if
any) of shares of our common stock held on December 31, 1999 by the Trustee of
the Retirement Savings Plan that is equivalent as of that date to the Selling
Stockholder's undivided proportionate beneficial interest in all such shares and
offered by the prospectus;
3. Under the heading "Award shares acquired or which may be acquired
and offered", the shares of our common stock that
o have been acquired by the Selling Stockholder pursuant to
performance awards, awards of restricted stock or other stock-based
awards, and dividend equivalents earned thereon, if any, or upon the
exercise of options and stock appreciation rights, or
o may be acquired by the Selling Stockholder pursuant to performance
awards or other stock-based awards, and dividend equivalents earned
thereon, if any, or upon the exercise of options and stock
appreciation rights outstanding as of February 10, 2000, and
o may be offered or sold by the Selling Stockholder using the
Prospectus.
4. Under the heading "Shares of common stock to be owned after completion of
the offering", the shares of our common stock to be beneficially owned by the
Selling Stockholder after completion of the offering, based on the number of
shares owned on February 10, 2000.
Certain options granted pursuant to the Employee Plans and the Director
Plan may be transferred to a member of a Selling Stockholder's immediate family
or to a trust for the benefit of such immediate family members. The names of
such transferees and the number of award shares that may be offered by them
under the Prospectus will be included in a supplement when such information
becomes known. The information as to security holdings is based on information
that we receive from the Selling Stockholders, from our Compensation and Stock
Option Committee, our Nominating and Corporate Governance Committee and our
Corporate Employee Benefits Committee, and from the Trustee of the Retirement
Savings Plan, and has been adjusted to reflect (1) the spin-off of Gallaher
Group Plc, effective May 30, 1997 and (2) two-for-one stock splits in the form
of 100% stock dividends, at a rate of one additional share of our common stock
for each share of common stock issued, effective September 10, 1986 and October
9, 1990, respectively. Shares of our common stock have attached thereto certain
preferred stock purchase rights that we distributed as a dividend on December
24, 1997.
(3) (4)
Award Shares of
shares common
(1) acquired or stock
Shares of which to be
common (2) may be owned
stock Retirement acquired after
Present principal beneficially Savings and completion
positions or owned Plan Shares offered of offering
Selling Stockholder offices with us or (a)(b)(c) (a) (b)(d) (c)
affiliates*
- ------------------------------ ------------------------- ------------ ------------- ------------ -------------
Eugene R. Anderson......... Director 16,331 -0- 7,717 11,114
Patricia O. Ewers.......... Director 8,031 -0- 7,717 2,814
Thomas C. Hays............. Director 862,209 10,976 911,398 31,811
John W. Johnstone, Jr...... Director 8,731 -0- 7,717 3,514
Sidney J. Kirschner........ Director 3,414 -0- -0- 3,414
Gordon R. Lohman........... Director 6,717 -0- 7,717 1,500
Charles H. Pistor, Jr...... Director 4,914 -0- -0- 4,914
Eugene A. Renna............ Director 1,720 -0- 2,500 1,720
Anne M. Tatlock............ Director 8,249 -0- 7,717 3,032
Norman H. Wesley........... Director; Chairman of 350,621 -0- 623,720 -0-
the Board and Chief
Executive Officer
Peter M. Wilson............ Director 5,172 -0- 4,500 3,172
Mark Hausberg.............. Senior Vice President- 79,491 1,065 130,108 1,065
Finance and Treasurer
Anne C. Linsdau............ Vice President- 16,501 -0- 57,150 -0-
Human Resources
Michael R. Mathieson....... Vice President, 3,434 -0- 28,600 100
Controller and Chief
Accounting Officer
Craig P. Omtvedt........... Senior Vice President 93,040 2,066 225,290 2,066
and Chief Financial
Officer
Mark A. Roche.............. Senior Vice President, 145,945 5,078 227,333 5,078
General Counsel and
Secretary
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* Positions are those with us, unless otherwise indicated. Each of the
Selling Stockholders has been a director or officer of our company or one of our
subsidiaries for the past three years, except for Mr. Renna, who has been a
director since July 28, 1998; Ms. Linsdau, who has been Vice President - Human
Resources since November 18, 1997; and Mr. Mathieson, who has been Vice
President, Controller and Chief Accounting Officer since January 1, 2000 and was
Vice President and Controller from July 28, 1999 to December 31, 1999.
(a) The numbers of shares attributable to contributions by our company under
the Retirement Savings Plan included in the numbers shown in Columns (1) and (2)
are as follows: Thomas C. Hays, 3,068; Mark Hausberg, 1,065; Craig P. Omtvedt,
1,108; Mark A. Roche, 3,537. The number of shares attributable to employee
contributions under such Plan included in the numbers shown in Columns (1) and
(2) are as follows: Thomas C. Hays, 7,908; Craig P. Omtvedt, 958; and Mark A.
Roche, 1,541.
(b) The numbers of shares of which the Selling Stockholders had the right
to acquire beneficial ownership pursuant to the exercise on or before April 10,
2000 of options that we granted included in the numbers shown in Columns (1) and
(3) are as follows: Eugene R. Anderson, 5,217; Patricia O. Ewers, 5,217; Thomas
C. Hays, 736,074; John W. Johnstone, Jr., 5,217; Gordon R. Lohman, 5,217; Anne
M. Tatlock, 5,217; Norman H. Wesley, 305,149; Peter M. Wilson, 2,000; Mark
Hausberg, 67,986; Anne C. Linsdau, 16,501; Michael R. Mathieson, 3,334; Craig P.
Omtvedt, 67,583; and Mark A. Roche, 119,760. Inclusion of such shares does not
constitute an admission by any Selling Stockholder that such person is the
beneficial owner of such shares.
(c) To the best of the our knowledge, each Selling Stockholder has sole
voting and investment power with respect to shares shown after such person's
name in Columns (1), (2) and (4) above, other than with respect to the shares
listed in Note (b) above and except as follows: Mr. Hays shares voting and
investment power as a co-trustee of various family trusts with respect to 5,107
shares and with respect to which he disclaims beneficial ownership and Mr. Hays
has no voting or investment power with respect to 4,000 shares held in trust for
the benefit of his wife and with respect to which he disclaims beneficial
ownership; Mr. Pistor shares voting and investment power with his wife with
respect to 1,800 shares. The Trustee of the Retirement Savings Plan has agreed
to vote the shares it holds in the Trust in accordance with instructions
received from members of the Plan and shares as to which instructions are not
received are voted by the Trustee proportionally in the same manner as shares as
to which it has received instructions.
(d) The numbers of shares in Column (3) include shares covered by
performance awards granted under the 1999 Plan and the 1990 Plan if the maximum
performance goals to which such awards relate are met for the performance
periods 1998-2000, 1999-2001 and 2000-2002. The number of shares of Common Stock
so covered are as follows: Thomas C. Hays, 81,000; Norman H. Wesley, 75,300;
Mark Hausberg, 12,450; Anne C. Linsdau, 11,250; Michael R. Mathieson, 3,600;
Craig P. Omtvedt, 37,650; Mark A. Roche, 28,500. Inclusion of such shares does
not constitute an admission by any Selling Stockholder that such person is the
beneficial owner of such shares.
Market Price. The closing price per share of our common stock as reported
on the New York Stock Exchange Composite Transactions on April 26, 2000 was
$26.375.
Documents Incorporated by Reference. For further current information about
us and our subsidiaries, see our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999,
which incorporates by reference certain information, including our Consolidated
Financial Statements contained in our 1999 Annual Report to Stockholders, and
see also our Proxy Statement for the Annual Meeting of Stockholders held on
April 25, 2000 and our Current Reports on Form 8-K dated January 11, January 20
and April 20, 2000. Each of the foregoing is on file with the Securities and
Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4a2 - Restated Certificate of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3(i) to the
Annual Report on Form 10-K of Registrant dated March 31,
1999).
4b2 - By-laws of Registrant, as amended, as in effect the date
hereof (incorporated herein by reference to Exhibits 3(ii)a
and 3(ii)b to the Quarterly Report on Form 10-Q of
Registrant dated November 12, 1999).
4c2 - Amendment to Non-Employee Director Stock Option Plan of
Fortune Brands, Inc. (incorporated herein by reference to
Exhibit 10a1 to the Quarterly Report on Form 10-Q of
Registrant dated August 12, 1998).
4c3 - Amendment to Non-Employee Director Stock Option Plan of
Fortune Brands, Inc. (incorporated herein by reference to
Exhibit 10b9 to the Annual Report on Form 10-K of
Registrant for the Fiscal Year ended December 31, 1999).
23a2 - Consent of PricewaterhouseCoopers LLP, independent
accountants.
23b2 - Consent of Chadbourne & Parke LLP, counsel to Registrant.
*24a1 - Power of Attorney authorizing certain persons to sign
this Post-Effective Amendment No. 1 on behalf of certain
directors and officers of Registrant.
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*Previously filed in the Registration Statement on Form S-8
(Registration No. 333-95909) filed February 1, 2000.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Lincolnshire, State of Illinois, on this 28th day of April, 2000.
FORTUNE BRANDS, INC.
By /s/ Michael R. Mathieson
----------------------------------
(Michael R. Mathieson, Vice President
and Chief Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on this 28th day of
April, 2000.
Signature Title
--------- -----
Norman H. Wesley* Chairman of the Board and Chief Executive
- ----------------------------------------------------- Officer (principal executive officer) and
(Norman H. Wesley) Director
Craig P. Omtvedt* Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer
(Craig P. Omtvedt) (principal financial officer)
/s/ Michael R. Mathieson Vice President and Chief
- ----------------------------------------------------- Accounting Officer
(Michael R. Mathieson) (principal accounting officer)
Eugene R. Anderson* Director
- -----------------------------------------------------
(Eugene R. Anderson)
Patricia O. Ewers* Director
- -----------------------------------------------------
(Patricia O. Ewers)
Thomas C. Hays* Director
- -----------------------------------------------------
(Thomas C. Hays)
John W. Johnstone, Jr.* Director
- -----------------------------------------------------
(John W. Johnstone, Jr.)
Signature Title
--------- -----
Sidney J. Kirschner* Director
- -----------------------------------------------------
(Sidney J. Kirschner)
Gordon R. Lohman* Director
- -----------------------------------------------------
(Gordon R. Lohman)
Charles H. Pistor, Jr.* Director
- -----------------------------------------------------
(Charles H. Pistor, Jr.)
Eugene A. Renna* Director
- -----------------------------------------------------
(Eugene A. Renna)
Anne M. Tatlock* Director
- -----------------------------------------------------
(Anne M. Tatlock)
Peter M. Wilson* Director
- -----------------------------------------------------
(Peter M. Wilson)
*By: /s/ A. Robert Colby
-----------------------------------------------
(A. Robert Colby, Attorney-in-Fact)