As filed with the Securities and Exchange Commission on June 13, 2002
Registration No. 333-89152
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Amendment No. 1 TO
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CONSOL ENERGY INC.
(Exact name of registrant as specified in its charter)
Delaware 1221 51-0337383
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
CONRHEIN COAL COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1221 25-1406541
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
CONSOL FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Delaware 1221 51-0395375
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
CONSOL OF KENTUCKY INC.
(Exact name of registrant as specified in its charter)
Delaware 1221 94-2524120
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
CONSOL PENNSYLVANIA COAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1221 25-1402386
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
CONSOLIDATION COAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1221 13-2566594
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
CONSOLIDATION COAL SALES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1221 25-1385259
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
EIGHTY-FOUR MINING COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1221 25-1695903
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
FAIRMONT SUPPLY COMPANY
(Exact name of registrant as specified in its charter)
Delaware 5080 25-1654524
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
IC COAL INC.
(Exact name of registrant as specified in its charter)
Delaware 1221 95-2917408
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
ISLAND CREEK COAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1221 55-0479426
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
McELROY COAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1221 25-1553551
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
and
ROCHESTER & PITTSBURGH COAL COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1221 25-0761480
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
-------------------------
------------------
CONSOL ENERGY INC.
Consol Plaza
1800 Washington Road
Pittsburgh, PA 15241-1421
Telephone: (412) 831-4000
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
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Daniel L. Fassio, Esq.
Vice President-General Counsel
CONSOL Energy Inc.
Consol Plaza
1800 Washington Road
Pittsburgh, PA 15241-1421
Telephone: (412) 831-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Steven L. Wasserman, Esq.
Piper Rudnick LLP
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 835-6148
Facsimile: (212) 835-6001
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Approximate date of commencement of the proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]
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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 this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
This Amendment No. 1 to the Registration Statement on Form S-4 of CONSOL
Energy Inc. is being filed to file Exhibit 5.1.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Limitation of Liability and Indemnification Matters
As permitted by applicable provisions of the Delaware General Corporation
Law, the Restated Certificate of Incorporation contains a provision eliminating,
to the fullest extent permitted by the Delaware General Corporation Law as it
exists or may in the future be amended, the liability of a director to CONSOL
Energy and its stockholders for monetary damages for breaches of fiduciary duty
as a director except for:
. any breach of the director's duty of loyalty to CONSOL Energy or its
stockholders;
. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of laws;
. payment of dividends, stock purchases or redemptions that violate the
Delaware General Corporation Law; or
. any transaction from which the director derived an improper personal
benefit.
CONSOL Energy's By-laws also provide that any present or prior director,
officer, employee or agent of CONSOL Energy shall be indemnified by CONSOL
Energy as of right to the full extent permitted by the Delaware General
Corporation Law against any liability, cost or expense asserted against and
incurred by such person by reason of his serving in such capacity. This right to
indemnification includes the right to be paid the expenses incurred in defending
any action, suit or proceeding in advance of its final disposition.
RWE AG maintains insurance covering certain liabilities incurred by
officers and directors of its subsidiaries, including CONSOL Energy and its
subsidiaries, in connection with the performance of their duties.
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21. Exhibits and Financial Statement Schedules
Exhibit No. Description
- ----------- -----------
4.1 Indenture, dated March 7, 2002, among CONSOL Energy Inc., certain subsidiaries of
CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as
trustee, incorporated by reference to Exhibit 4.1 to Form 10-K (file number
333-68987) filed on March 29, 2002 ("Form 10-K").
4.2 Supplemental Indenture, dated March 7, 2002, among CONSOL Energy Inc., certain
subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of
New York, as trustee, incorporated by reference to Exhibit 4.2 to Form 10-K.
4.3 Form of Note (included in Exhibit 4.2)
5.1 Opinion of Piper Rudnick LLP
12.1 Statements re computation of ratio of earnings to fixed charges/(1)/
23.1 Consent of Ernst & Young/(1)/
23.2 Consent of Piper Rudnick LLP (included in exhibit 5.1)
24.1 Power of Attorney (included in page II-4)/(1)/
25.1 Statement of Eligibility of Trustee/(1)/
99.1 Letter of Transmittal/(1)/
99.2 Notice of Guaranteed Delivery/(1)/
99.3 Form of Exchange Agent Agreement by and between CONSOL Energy Inc. and The Bank
of Nova Scotia Trust Company of New York/(1)/
________________________________________________________________________________
/(1)/ Previously filed as an exhibit to the Registration Statement on Form S-4
filed May 24, 2002, Registration No. 333-89152.
Item 22. Undertakings
(a)(1) The undersigned registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(a)(2) 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, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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
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appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(a)(3) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONSOL ENERGY INC.
By: /s/ J. Brett Harvey
--------------------------------
J. Brett Harvey,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
/s/ J. Bret Harvey President and Chief Executive Officer and Director
- -------------------------------------
J. Brett Harvey (Principal Executive Officer) June 12, 2002
* Senior Vice President and Chief Financial Officer
- -------------------------------------
William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002
*
- -------------------------------------
John L. Whitmire Chairman of the Board of Directors June 12, 2002
*
- -------------------------------------
Philip W. Baxter Director June 12, 2002
*
- -------------------------------------
Berthold Bonekamp Director June 12, 2002
*
- -------------------------------------
Bernd J. Breloer Director June 12, 2002
*
- -------------------------------------
Patricia A. Hammick Director June 12, 2002
*
- -------------------------------------
Christoph Koether Director June 12, 2002
*
- -------------------------------------
Dr. Rolf Zimmermann Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONRHEIN COAL COMPANY
by Consolidation Coal Company, its
General Partner
By: /s/ J. Brett Harvey
------------------------------------
J. Brett Harvey,
President and Chief Executive
Officer
CONSOLIDATION COAL COMPANY
By: /s/ J. Brett Harvey
------------------------------------
J. Brett Harvey,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated with respect to Consolidation Coal Company and on the
dates indicated:
/s/ J. Brett Harvey President and Director June 12, 2002
- -------------------------------------
J. Brett Harvey (Principal Executive Officer)
* Vice President and Controller and Director June 12, 2002
- -------------------------------------
William J. Lyons (Principal Financial and Accounting Officer)
* Executive Vice President and Director June 12, 2002
- -------------------------------------
Dan R. Baker
* Director June 12, 2002
- -------------------------------------
D.L. Fassio
* Director June 12, 2002
- -------------------------------------
Ronald J. FlorJancic
* Director June 12, 2002
- -------------------------------------
Christoph Koether
* Director June 12, 2002
- -------------------------------------
Ronald E. Smith
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONSOL FINANCIAL INC.
By: /s/ J. Brett Harvey
------------------------------------
J. Brett Harvey,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
/s/ J. Brett Harvey President and Director
- -------------------------------------
J. Brett Harvey (Principal Executive Officer) June 12, 2002
* Vice President and Controller
- -------------------------------------
William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
*
- -------------------------------------
Christoph Koether Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONSOL OF KENTUCKY INC.
By: /s/ Dan R. Baker
------------------------------------
Dan R. Baker,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Dan R. Baker (Principal Executive Officer) June 12, 2002
*
- -------------------------------------
William J. Lyons Principal Financial and Accounting Officer June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONSOL PENNSYLVANIA COAL
COMPANY
By: /s/ Dan R. Baker
------------------------------------
Dan R. Baker,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Dan R. Baker (Principal Executive Officer) June 12, 2002
*
- -------------------------------------
William J. Lyons Principal Financial and Accounting Officer June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONSOLIDATION COAL COMPANY
By: /s/ J. Brett Harvey
------------------------------------
J. Brett Harvey,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
/s/ J. Brett Harvey President and Director
- -------------------------------------
J. Brett Harvey (Principal Executive Officer) June 12, 2002
* Vice President and Controller and Director
- -------------------------------------
William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002
*
- -------------------------------------
Dan R. Baker Executive Vice President and Director June 12, 2002
*
- -------------------------------------
D.L. Fassio Vice President and Secretary and Director June 12, 2002
*
- -------------------------------------
Ronald J. FlorJancic Director June 12, 2002
*
- -------------------------------------
Christoph Koether Director June 12, 2002
*
- -------------------------------------
Ronald E. Smith Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
CONSOLIDATION COAL SALES
COMPANY
By: /s/ Ronald G. Stovash
------------------------------------
Ronald G. Stovash,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President
- -------------------------------------
Ronald G. Stovash (Principal Executive Officer) June 12, 2002
*
- -------------------------------------
William J. Lyons Principal Financial and Accounting Officer June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
*
- -------------------------------------
Ronald J. FlorJancic Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
EIGHTY-FOUR MINING COMPANY
By: /s/ Dan R. Baker
------------------------------------
Dan R. Baker,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Dan R. Baker (Principal Executive Officer) June 12, 2002
*
- -------------------------------------
William J. Lyons Principal Financial and Accounting Officer June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
*
- -------------------------------------
Ronald E. Smith Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
FAIRMONT SUPPLY COMPANY
By: /s/ Charles F. Whirlow
------------------------------------
Charles F. Whirlow,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Charles F. Whirlow (Principal Executive Officer) June 12, 2002
* Controller and Treasurer
- -------------------------------------
Ronald A. Rapp (Principal Financial and Accounting Officer) June 12, 2002
*
- -------------------------------------
Ronald J. FlorJancic Chairman of the Board of Directors June 12, 2002
*
- -------------------------------------
Dan R. Baker Director June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
IC COAL INC.
By: /s/ Ronald J. FlorJancic
------------------------------------
Ronald J. FlorJancic,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Ronald J. FlorJancic (Principal Executive Officer) June 12, 2002
* Vice President and Controller
- -------------------------------------
William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
ISLAND CREEK COAL COMPANY
By: /s/ Dan R. Baker
------------------------------------
Dan R. Baker,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Dan R. Baker (Principal Executive Officer) June 12, 2002
*
- -------------------------------------
William J. Lyons Principal Financial and Accounting Officer June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
McELROY COAL COMPANY
By: /s/ Dan R. Baker
------------------------------------
Dan R. Baker,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
* President and Director
- -------------------------------------
Dan R. Baker (Principal Executive Officer) June 12, 2002
*
- -------------------------------------
William J. Lyons Principal Financial and Accounting Officer June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
/s/ J. Brett Harvey
- -------------------------------------
J. Brett Harvey Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pittsburgh,
Pennsylvania on June 12, 2002.
ROCHESTER & PITTSBURGH COAL
COMPANY
By: /s/ J. Brett Harvey
------------------------------------
J. Brett Harvey,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
/s/ J. Brett Harvey President and Director
- -------------------------------------
J. Brett Harvey (Principal Executive Officer) June 12, 2002
* Vice President and Controller
- -------------------------------------
William J. Lyons (Principal Financial and Accounting Officer) June 12, 2002
*
- -------------------------------------
D.L. Fassio Director June 12, 2002
*
- -------------------------------------
Christoph Koether Director June 12, 2002
*
- -------------------------------------
Ronald E. Smith Director June 12, 2002
*By: /s/ J. Brett Harvey
-------------------
J. Brett Harvey
Attorney-in-Fact
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EXHIBITS INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
5.1 -- Opinion of Piper Rudnick LLP
23.2 -- Consent of Piper Rudnick LLP (included in exhibit 5.1)
__________________________
II-17