1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to (i) General Binding Corporation or (ii) Baker School Specialty Co.,
Inc., GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International,
Inc., GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger
Company, U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary
Guarantors"), to sign the Registration Statement on Form S-4 of General Binding
Corporation and the Subsidiary Guarantors relating to the registration of
$150,000,000 aggregate principal amount of 9 3/8% Senior Subordinated Notes due
2008 (the "Exchange Notes") to be issued by General Binding Corporation and the
guarantees of the Exchange Notes by the Subsidiary Guarantors, and any or all
amendments to such registration statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or each of them, or
such person's substitute or their substitutes, lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ WILLIAM N. LANE III
-----------------------------
William N. Lane III
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to (i) General Binding Corporation or (ii) Baker School Specialty Co.,
Inc., GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International,
Inc., GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger
Company, U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary
Guarantors"), to sign the Registration Statement on Form S-4 of General Binding
Corporation and the Subsidiary Guarantors relating to the registration of
$150,000,000 aggregate principal amount of 9 3/8% Senior Subordinated Notes due
2008 (the "Exchange Notes") to be issued by General Binding Corporation and the
guarantees of the Exchange Notes by the Subsidiary Guarantors, and any or all
amendments to such registration statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or each of them, or
such person's substitute or their substitutes, lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ WILLIAM R. CHAMBERS, JR.
-----------------------------
William R. Chambers, Jr.
3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ RICHARD U. DE SCHUTTER
------------------------------
Richard U. De Schutter
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ THEODORE DIMITRIOU
---------------------------
Theodore Dimitriou
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ RUDOLPH GRUA
-------------------
Rudolph Grua
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ THOMAS V. KALEBIC
-------------------------
Thomas V. Kalebic
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ JAMES A. MILLER
-----------------------
James A. Miller
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ ARTHUR C. NIELSEN, JR.
----------------------------
Arthur C. Nielsen, Jr.
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ WARREN R. ROTHWELL
------------------------
Warren R. Rothwell
10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Govi C. Reddy and Steven Rubin and each of them, with
full power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities which such person serves or may serve with
respect to General Binding Corporation to sign the Registration Statement on
Form S-4 of General Binding Corporation and Baker School Specialty Co., Inc.,
GBC Business Equipment, Inc., GBC India Holdings Inc., GBC International, Inc.,
GBC Metals Corp., Ibico Inc., Pro-Tech Engineering Co., Inc., Sickinger Company,
U.S. Ring Binder Corp. and VeloBind, Incorporated (the "Subsidiary Guarantors"),
relating to the registration of $150,000,000 aggregate principal amount of
9 3/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") to be issued by
General Binding Corporation and the guarantees of the Exchange Notes by the
Subsidiary Guarantors, and any or all amendments to such registration statement,
whether filed prior or subsequent to the time such Registration Statement
becomes effective, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them, or such person's substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day
of July, 1998.
/s/ ROBERT J. STUCKER
-----------------------
Robert J. Stucker