1
As filed with the Securities and Exchange Commission on January 26, 2001
Registration No. 333-53978
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
CHAMPION ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Michigan 38-2743168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326
(248) 340-9090
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
John J. Collins, Jr., Esq.
Senior Vice President, General Counsel and Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326
(248) 340-9090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
copy to:
D. Richard McDonald, Esq.
Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300
Bloomfield Hills, MI 48304
Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or investment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or
reinvestment plans, please 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. [ ]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
-------------
2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
---------------------------
Subject to completion dated January 26, 2001
---------------------------
PROSPECTUS
CHAMPION ENTERPRISES, INC.
1,000,000 SHARES OF
COMMON STOCK, $1 PAR VALUE
AND OPTIONS TO PURCHASE COMMON STOCK
This prospectus offers 1,000,000 shares of common stock of Champion
Enterprises, Inc. that may be issued upon the exercise of options granted under
our Salesperson Retention Plan. No underwriters are involved in any sale of
stock under this prospectus. Our principal executive offices are located at 2701
Cambridge Ct., Suite 300, Auburn Hills, Michigan 48326 (telephone number (248)
340-9090).
Our common stock is traded on the New York, Chicago and Pacific Stock
Exchanges under the trading symbol "CHB".
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is __________, 2001
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY CHAMPION ENTERPRISES, INC. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE UNDER THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF CHAMPION SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE ANY OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
2
3
WHERE YOU CAN FIND MORE INFORMATION
Champion Enterprises, Inc. files reports, proxy statements, and other
information with the SEC. Such reports, proxy statements, and other information
concerning Champion can be read and copied at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The SEC
maintains an internet site at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC, including Champion. Champion's common stock is
listed on the New York Stock Exchange, the Chicago Stock Exchange, and the
Pacific Stock Exchange under the trading symbol "CHB." These reports, proxy
statements, and other information are also available for inspection at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104.
This prospectus is part of a registration statement filed with the SEC
by Champion. The full registration statement can be obtained from the SEC as
indicated above, or from Champion.
The SEC allows Champion to "incorporate by reference" the information
it files with the SEC. This permits Champion to disclose important information
to you by referencing these filed documents. Any information referenced in this
way is considered part of this prospectus, and any information filed with the
SEC subsequent to this prospectus will automatically update and supersede this
information. Champion incorporates by reference the documents listed below which
have been filed with the SEC:
- The description of Champion's common stock included in the
Registration Statement on Form 8-A, No. 1-9751 filed under the
Securities Exchange Act of 1934;
- Annual Report on Form 10-K for the year ended January 1, 2000;
- Quarterly Reports on Form 10-Q for the quarters ended April 1,
2000, July 1, 2000 and September 30, 2000.
- Current Reports on Form 8-K filed June 16, 2000, September 18,
2000, November 21, 2000 and December 14, 2000
Champion incorporates by reference any future filings made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934 from the date of this prospectus until the termination of the
offering of the securities covered by this prospectus.
Any statement contained in a document incorporated or considered to be
incorporated by reference in this registration statement will be considered to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this registration statement or in any subsequently filed
document that is or is considered to be incorporated by reference modifies or
supersedes such statement. Any statement that is modified or superseded will
not, except as so modified or superseded, constitute a part of this prospectus.
Champion will provide without charge, upon written or oral request, a
copy of any or all of the documents which are incorporated by reference in this
prospectus, other than exhibits which are specifically incorporated by reference
into such documents. Requests should be directed to John J. Collins, Jr., Senior
Vice President, General Counsel and Secretary at our principal executive
offices, located at 2701 Cambridge Ct., Suite 300, Auburn Hills, Michigan 48326
(telephone number: (248) 340-9090).
3
4
USE OF PROCEEDS
This offering of common stock is made for the purpose of providing
additional incentive to participants in our Salesperson Retention Plan to remain
with their current employer. We will not receive any proceeds from the offering
of common stock.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Some statements contained in this document or incorporated by reference
in this document constitute forward-looking statements as such term is defined
in Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. Some factors could cause actual results to differ materially from those in
the forward-looking statements. These factors include, but are not limited to:
- the relative cost of manufactured housing versus other forms of
housing;
- general economic trends, including inflation and unemployment
rates, consumer confidence, job growth and interest rates;
- changes in demographics, including new household formations and
the number of Americans on fixed income;
- the availability and cost of wholesale financing for dealers of,
and retail financing for purchases of, manufactured homes;
- changes in government regulations and policies, including Housing
and Urban Development regulations, local building codes and zoning
regulations;
- changes in regional markets and the U.S. economy as a whole; and
- competitive and other factors affecting business beyond Champion's
control.
Short-term sales could be affected by inclement weather and inventory
levels of manufactured housing retailers. Fluctuations in interest rates may
affect the demand for manufactured housing to the extent that those changes
reduce job growth, slow the U.S. economy, or cause a loss in consumer
confidence. Our profitability may also be affected by:
- our ability to efficiently expand operations and utilize
production capacity;
- our ability to pass increased raw material costs, particularly
lumber, insulation and drywall costs, onto our customers;
- market share position;
- growth in the manufactured housing industry as a whole;
- the results of our acquisitions; and
- strength of retail distribution.
Additional information concerning these factors can be found in our
Annual Report on Form 10-K for the fiscal year ended January 1, 2000 under the
section entitled Forward Looking Statements.
CHAMPION ENTERPRISES, INC.
Champion Enterprises, Inc. is the world's largest homebuilder, with 57
manufacturing facilities in 17 states and two Canadian provinces. Since the
company was founded in 1953, we have built more than 1.4 million homes. The
homes are constructed in a quality-controlled environment at our off-site
manufacturing facilities, sold through our national retailer network, then
transported to the home site.
We are also one of the industry's leading retailers, operating 290
retail housing centers in 29 states. In addition, our homes are sold through
over 1,000 independent retail locations that have joined our Alliance of
Champions marketing program.
Through HomePride Finance Corp., our finance business, we provide
retailers with access to consumer credit at competitive rates by consolidating
significant loan origination
4
5
volume. Champion Development Corp., our development arm, is one of the nation's
leading manufactured housing community developers, with investments in 14
communities in 7 states.
Champion has approximately 15,000 employees. Our principal executive
offices are located at 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan
48326. Our telephone number is (248) 340-9090. Our web site is
www.championhomes.net. The information contained on our web site is not
incorporated by reference in this prospectus.
All references to "we," "us," "our," or "Champion" in this prospectus
are to Champion Enterprises, Inc.
PLAN OF DISTRIBUTION
We are offering 1,000,000 shares of common stock that will be issued
upon the exercise of options granted to participants in our Salesperson
Retention Plan. Persons eligible to participate in the plan are employee and
non-employee salespersons at Champion-owned retail housing centers and at
independent retailers who are among our Champion Home Center retailers, provided
each participant has been a salesperson for his or her current employer for at
least six months. Participants will be selected by our chief executive officer,
or such other person as the chief executive officer may designate. These
selections will be made without the necessity of any action on the part of the
participant.
As long as the participant meets the requirements of the plan as
described below, shares of common stock will automatically vest to such
participant as of the third anniversary of the first day of the plan year in
which the respective options were granted. The shares will be automatically
issued to the participant without any action on his or her part. The
consideration for the options and for the issuance of the shares will be the
length of time that the participant has remained with his/her current employer.
DESCRIPTION OF THE PLAN
The description of the plan in this prospectus is merely a summary of
the plan. For a full description of the plan, please review the full text of the
plan which has been provided to you.
Each plan year will run from January 1 through December 31. The plan
will continue until terminated at our discretion.
Our chief executive officer will decide which participants will receive
shares and how many shares are granted to each participant. Prior to the end of
the first quarter of each plan year, our chief executive officer will grant all
options to participants for that plan year. Prior to the end of the first
quarter of any given year, each participant will be informed of the number of
options that were granted to such participant that year. Each participant may be
granted up to 100 options in any plan year or such greater amount as determined
by the chief executive officer. In order for the options to vest and for the
participant to be issued a stock certificate,
- the participant must remain with his/her current employer until the
third anniversary of the first day of the plan year in which options were
granted; and
- the participant's employer must be a Champion Home Centers Retailer
at the time the options vest.
If the participant leaves his/her employ for any reason at any time
prior to the expiration of the three-year vesting period, the right to receive
the shares will be forfeited automatically and no rights whatsoever accompanying
stock ownership will ever be conferred upon the participant. Once the options
vest, we will forward to the participant a stock certificate for the vested
shares. Each option will entitle the participant to one share of common stock
upon vesting of the option.
After each plan year, we may forward to each participant a statement
outlining such participant's "account". The statement will specify the number of
options issued to the participant and the date upon which the options will vest
to the participant. Unless and until the common stock vests, the participant has
only received options to receive stock in the future subject to certain
conditions. However, should the participant continue with his/her employment
throughout the three-year vesting period and the other conditions are met, the
option will automatically be exercised on December 31st of the plan year in
which such options vest.
The shares of common stock will be automatically issued to the
participant without the necessity of any action on the part of the participant.
The consideration for the options and for the issuance of shares will be the
length of time that the participant has remained with his/her current employer.
Any share certificates will be automatically mailed to the participant during
the quarter following the end of the plan year in which such options vest.
We will keep all information about the participant including such
participant's name, address and social security number. Because grants are
automatic, the participant and the participant's employer must keep his/her
information current with us. The employer and the participant must forward this
information, along with any changes in employment status, to us whenever such
information changes, or upon request. Shares will be issued in the name of the
participant and according to the other information that we have on file, and we
will not be responsible for any damages relative to any errors in this
information.
We may amend the plan at any time, and we may terminate the Plan at any
time, but no amendment or modification of the plan will in any manner adversely
affect any options already granted under the plan without the consent of the
participant holding such option. Amendments to the plan announced by us from
time to time will become effective at such times as we determine. Each
participant will receive a new copy of the plan whenever it is amended.
Termination of the plan will not affect the rights of holders of any unvested or
vested shares.
Our Board of Directors will administer the plan. The Board will
interpret the plan, prescribe, amend, and rescind rules and regulations relating
to the plan, and make all other determinations concerning the plan's
administration. The decision of the Board on any question concerning the
interpretation of the plan or any option granted under the plan will be final
and binding. No member of the Board will be liable for any action or
determination made in good faith with respect to the plan or any grant under the
plan. The Board has delegated authority to our chief executive officer to
administer the plan on behalf of the Board. Occasionally, the Board may provide
terms for and place limitations on the chief executive officer's administration
of the plan. The chief executive officer, or the his or her designee, will keep
records, send statements of account activity to participants and perform
clerical and ministerial duties related to the plan.
LEGAL MATTERS
Legal matters relating to the validity of the securities being offered
by this prospectus will be passed upon for Champion by Dykema Gossett PLLC,
Bloomfield Hills, Michigan.
EXPERTS
The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended January 1, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers, LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
5
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amounts of expenses to
be borne by the Company in connection with the distribution of the Common Stock
offered hereby:
Securities and Exchange Commission Registration Fee........................... $ 1,352.50
Accounting Fees and Expenses.................................................. * 1,000.00
Legal Fees and Expenses....................................................... * 2,000.00
Miscellaneous Expenses........................................................ * 1,000.00
Total Expenses................................................................ $ 5,352.50
=========
------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is organized under the Michigan Business Corporation Act
(the "MBCA") which, in general, empowers Michigan corporations to indemnify a
person who is a party or threatened to be made a party to any civil, criminal,
administrative or investigative action, suit or proceeding (other than actions
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or of another
enterprise at such corporation's request, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
therewith if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders and, in the case of a criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
If a person is successful in defending against a derivative action or
third-party action, the MBCA requires that a Michigan corporation indemnify the
person against expenses incurred in the action.
The MBCA also empowers Michigan corporations to provide similar
indemnity against amounts paid in settlement and expenses actually and
reasonably incurred by such a person in actions or suits by or in the right of
the corporation except in respect of any claim, issue or matter as to which
such person is adjudged to be liable to the corporation, unless and only to the
extent that a court determines that, despite the adjudication of the liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity.
The Company's bylaws generally require the Company to indemnify its
directors and officers to the fullest extent permissible under Michigan law,
require the advancement and reimbursement of expenses under certain
circumstances and establish a procedure for determination of when
indemnification is proper.
The MBCA permits Michigan corporations to limit the personal liability
of directors for a breach of their fiduciary duty. The Company's Articles of
Incorporation, which limit liability to the maximum extent permitted by law,
provide that a director of the Company will not be personally liable to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty. However, the MBCA and the Articles of Incorporation do not
eliminate or limit the liability of a director for any of the following: (i) a
breach of the director's duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) declaration of an unlawful dividend, stock
purchase or redemption; (iv) a transaction from which the director derives an
improper personal benefit; and (v) an act or omission occurring prior to the
date when the provision becomes effective. As a result of the inclusion of such
a provision, shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute negligence
or gross negligence or which are in violation of their fiduciary duties,
although it may be possible to obtain injunctive or other equitable relief with
respect to such actions.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses and liabilities incurred in
connection with the defense of certain claims, actions, suits or proceedings
which may be brought against them by reason of being or having been directors or
officers. In addition, a certain registration rights agreement to which the
Company is a party provides that the Company will indemnify, to the extent
permitted by law, each holder of "registrable securities" (as defined in such
agreement) against all losses, claims, damages, liabilities and expenses caused
by misstatements or omissions in any registration statement, prospectus or
preliminary prospectus, except insofar as such misstatements are caused by or
contained in information furnished to the Company by such holders.
ITEM 16. EXHIBITS
NONE
ITEM 17. UNDERTAKINGS
1. The undersigned registrant hereby undertakes 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 the volume of securities offered (if the total value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the 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; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided,
II-1
7
however, that paragraphs (i) and (ii) above do not apply if 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. The undersigned registrant hereby undertakes: (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement 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, (b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof, and (c) to remove from registration by means of a
post-effective amendment any of the securities which remain unsold at the
termination of the offering.
3. 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 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.
4. The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act 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 Securities and Exchange 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 appropriate jurisdiction the question 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.
5. The undersigned registrant hereby undertakes that (a) for purposes
of determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective and (b) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
II-2
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Champion
Enterprises, Inc. 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 Auburn Hills, State of Michigan on January 26, 2001.
CHAMPION ENTERPRISES, INC.
By: *
-----------------------------------
Name: Walter R. Young
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on January 26, 2001.
* Chairman of the Board of Directors,
- --------------------------------- President and Chief Executive Officer
Walter R. Young (Principal Executive Officer)
* Executive Vice President and Chief
- --------------------------------- Financial Officer (Principal Financial
Anthony S. Cleberg Officer)
* Vice President and Controller
- --------------------------------- (Principal Accounting Officer)
Richard Hevelhorst
* Director
- ---------------------------------
Robert W. Anestis
* Director
- ---------------------------------
Selwyn Isakow
* Director
- ---------------------------------
Ellen R. Levine
* Director
- ---------------------------------
Brian D. Jellison
* Director
- ---------------------------------
George R. Mrkonic
* Director
- ---------------------------------
Carl L. Valdiserri
*By: /s/JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
II-3