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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File
December 31, 2001 Number 1-1550
CHIQUITA BRANDS INTERNATIONAL, INC.
Incorporated under the I.R.S. Employer I.D.
Laws of New Jersey No. 04-1923360
250 EAST FIFTH STREET, CINCINNATI, OHIO 45202
(513) 784-8000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
- ------------------- -------------------
Common Stock, par value $.01 per share New York
Warrants to Subscribe for Common Stock New York
10.56% Senior Notes due 2009 New York
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
At March 31, 2002, there were 39,065,950 shares of Common Stock
outstanding. The aggregate market value of the Common Stock held by
non-affiliates at March 31, 2002 was $639,431,777.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No _____
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This amendment is filed to furnish the information required by Part III of
Form 10-K.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following persons were appointed as directors of Chiquita Brands
International, Inc. ("Chiquita" or the "Company") when its Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Plan of
Reorganization") became effective on March 19, 2002.
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NAME, AGE, AND COMMITTEE
TENURE AS DIRECTOR MEMBERSHIPS CURRENT OCCUPATION AND EMPLOYMENT BACKGROUND
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MORTEN ARNTZEN Audit and Mr. Arntzen has been Chief Executive Officer of
Age 47 Compensation American Marine Advisors ("AMA") since 1997. AMA is a
Director since 2002 merchant banking firm focused on the global shipping industry.
Prior to joining AMA, Mr. Arntzen spent more than 17 years at
Chase Manhattan Bank (and its predecessors Chemical Bank and
Manufacturers Hanover Trust Company), now known as JP Morgan
Chase Bank, in a variety of corporate positions, including six
years as Head of the Global Transportation Group.
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JEFFREY D. BENJAMIN Compensation Mr. Benjamin has been Managing Director of Libra Securities LLC,
Age 40 (Chairman), Audit an investment banking firm, since January 2002. He has been employed
Director since 2002 and Executive by Libra Securities LLC and its predecessors since May 1998, serving
in various capacities including Co-Chief Executive Officer. From
May 1996 to May 1998, Mr. Benjamin was Managing Director at
UBS Securities LLC, an investment banking firm. Mr. Benjamin is
also a Director of Exco Resources, Inc., and McLeodUSA Incorporated.
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ROBERT W. FISHER Mr. Fisher has been Chiquita's acting Chief Operating Officer since
Age 64 March 2002. From 1998 to March 2002, he was a private investor. From
Director since 2002 1991 to 1993 and from 1996 to 1998, Mr. Fisher served as Chief
Operating Officer of The Noboa Group's banana operations. He was
President and a director of Geest Banana Company from 1993 to 1995.
Prior to joining The Noboa Group, Mr. Fisher spent 25 years at Dole
Food Company, including the last four years as its President.
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CYRUS F. FREIDHEIM, JR. Executive Mr. Freidheim has been Chiquita's Chairman of the Board and
Age 66 (Chairman) Chief Executive Officer since March 2002. He had previously been
Director since 2002 Vice Chairman of Booz-Allen & Hamilton, Inc., a management and
technology consulting firm, since 1991, and had
served Booz-Allen & Hamilton, Inc. in various capacities since 1966.
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RODERICK M. HILLS Audit (Chairman) Mr. Hills has been Chairman of Hills Enterprises, Ltd.
Age 70 and Executive (formerly the Manchester Group), an investment consulting firm,
Director since 2002 since 1987. He has also practiced law as a partner in Hills & Stern
since 1995. Mr. Hills is also a director of ICN Pharmaceuticals,
Inc. and Orbital Sciences, Inc. He served as Counsel to President
Ford in 1975 and was Chairman of the Securities and Exchange
Commission from 1975 to 1977.
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CARL H. LINDNER Mr. Lindner was Chiquita's Chairman of the Board from 1984
Age 83 until March 2002 and its Chief Executive Officer from 1984 until
Director since 1976 August 2001. Mr. Lindner has been Chairman of the Board and Chief
Executive Officer of American Financial Group, Inc. ("AFG") and its
predecessors for more than forty years. AFG is engaged primarily in
property and casualty insurance businesses and in the sale of
annuities, life and health insurance. Mr. Lindner also serves as
Chairman of the Board of Great American Financial Resources, Inc.
and American Financial Corporation.
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EXECUTIVE OFFICERS
On March 20, 2002, Mr. Freidheim became Chairman of the Board and Chief
Executive Officer and Mr. Fisher became acting Chief Operating Officer of
Chiquita following the resignation of Steven G. Warshaw as President and Chief
Executive Officer and as a director. Otherwise, the executive officers of
Chiquita are as listed under the caption "Executive Officers of the Registrant"
in Part I of Chiquita's Annual Report on Form 10-K (the "Form 10-K"), as filed
with the Securities and Exchange Commission on March 20, 2002. Each Named
Executive Officer (as defined under Item 11) and each executive officer listed
in the Form 10-K served in such capacity during or within two years prior to
Chiquita's Chapter 11 bankruptcy proceeding described under Part I, Item 1
"Business" in the Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
Chiquita's executive officers and directors and persons who own more than 10% of
any class of its equity securities to file forms with the Securities and
Exchange Commission and the New York Stock Exchange to report their ownership
and any changes in their ownership of Chiquita securities. These persons must
also provide Chiquita with copies of these reports when filed. Based solely on a
review of forms received by Chiquita and written representations from Chiquita's
directors and executive officers, Chiquita believes that all Section 16(a)
filing requirements were complied with during and for 2001.
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ITEM 11 - EXECUTIVE COMPENSATION
SUMMARY INFORMATION
The table below summarizes the compensation of (i) the two persons who
served as Chiquita's Chief Executive Officer during 2001, and (ii) the four most
highly paid other executive officers for 2001 (collectively referred to as the
"Named Executive Officers"):
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SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
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BONUS
-------------------- OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
NAME AND YEAR SALARY ANNUAL RETENTION COMPENSATION STOCK OPTIONS COMPENSATION
PRINCIPAL POSITION IN 2001 ($)(1) ($)(1)(2) ($)(3) ($) (#) ($)(4)
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Steven G. Warshaw (5) 2001 700,000 705,000 420,000 -- -0- 30,199
President and Chief 2000 700,000 725,000 -0- -- -0- 32,487
Executive Officer 1999 600,000 -0- -0- -- 200,000 92,024
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Robert F. Kistinger 2001 500,000 529,500 270,000 270(6) -0- 82,288
President and Chief Operating 2000 500,000 425,000 -0- -- -0- 81,778
Officer, Chiquita Fresh 1999 450,000 -0- -0- -- 50,000 102,506
Group
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Robert W. Olson 2001 400,000 292,500 120,000 456(6) -0- 51,637
Senior Vice President, General 2000 300,000 200,000 -0- 618 -0- 80,237
Counsel and Secretary 1999 275,000 150,000 -0- 914 50,000 47,404
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James B. Riley (7) 2001 276,923 157,500 90,000 75,651(8) -0- 15,868
Senior Vice President and
Chief Financial Officer
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Peter A. Horekens (9) 2001 246,085 238,763 103,805 -- -0- 27,117
President and Chief Operating 2000 256,052 180,440 -0- -- 15,000 30,781
Officer, Chiquita Fresh 1999 248,588 -0- -0- -- 35,000 29,190
Group-Europe
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Carl H. Lindner (10) 2001 70,000 -0- -0- -- -0- 2,700
Chairman of the Board and 2000 62,500 -0- -0- -- -0- 2,700
Chief Executive Officer 1999 65,000 -0- -0- -- -0- 3,012
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(1) Includes amounts deferred under Chiquita's Capital Accumulation Plan and
Deferred Compensation Plan.
(2) Bonuses reported for 2001 were awarded in early 2002 based on 2001
performance.
(3) Paid in July 2001 pursuant to a management retention program adopted by
Chiquita's Board of Directors in November 2000.
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(4) Amounts disclosed for 2001 consist of the following contributions and
payments by Chiquita:
Contributions to Above Market
Contributions Chiquita Capital Interest Earned Term Life
to Chiquita Accumulation On Deferred Insurance
401(k) Plan Plan Compensation (a) Premiums
-------------- -------------- ---------------- --------
Steven G. Warshaw $16,830 $ 5,770 $ 7,419 $ 180
Robert F. Kistinger 17,283 15,000 49,825 180
Robert W. Olson 17,737 12,308 15,797 5,795
James B. Riley 13,708 -- -- 2,160
Peter A. Horekens(b) -- -- -- --
Carl H. Lindner -- -- -- 2,700
(a) Assumes the highest rate payable under Chiquita's Deferred
Compensation Plan, which has a graduated interest rate based
on the length of deferral. These amounts were not paid or
payable in 2001.
(b) Mr. Horekens received benefits totalling the U.S. dollar
equivalent of $27,117 in 2001 as follows: health, death and
disability insurance, $13,646; and retirement arrangements,
$13,471.
(5) Mr. Warshaw served as Chief Executive Officer from August 2001 until his
resignation in March 2002.
(6) Reimbursement of taxes resulting from payments by Chiquita of certain
expenses.
(7) Mr. Riley became an executive officer of Chiquita in January 2001;
therefore, information for 2000 and 1999 is not presented.
(8) Includes $47,340 paid for relocation expenses and $28,311
for reimbursement of taxes resulting from this payment.
(9) Represents U.S. dollar equivalents of amounts paid in foreign
currency.
(10) Mr. Lindner served as Chief Executive Officer until August 2001. Income
listed under "Salary" column includes $15,000 received as Chairman of
the Executive Committee.
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COMPENSATION OF DIRECTORS
BOARD AND COMMITTEE FEES. Effective March 19, 2002, each director who
is not an employee of Chiquita will receive an annual fee of $50,000, payable
quarterly in arrears. Each quarterly payment will consist of $6,250 in cash and
a number of shares of Chiquita's Common Stock having an aggregate fair market
value of $6,250. Such fair market value will be based on the average of the high
and low sales prices of Chiquita's Common Stock on the New York Stock Exchange
Composite Tape on the last trading day of each calendar quarter. In addition,
the Chairman of the Audit Committee will receive an annual fee of $20,000 in
cash and the Chairman of the Compensation Committee will receive an annual fee
of $10,000 in cash.
DEFERRED COMPENSATION PLAN. Directors may defer from 10% to 100% of
their Board compensation pursuant to Chiquita's Deferred Compensation Plan for
Directors. Amounts may be deferred under this plan for a term of 5 years, 10
years, or until death, disability or retirement. Deferred amounts earn interest
at rates established at the time of deferral, which vary depending upon the
deferral term. None of Chiquita's directors participated in this Deferred
Compensation Plan during 2001.
STOCK OPTION GRANTS
No stock options were granted to the Named Executive Officers in 2001.
OPTION EXERCISES, HOLDINGS AND YEAR-END VALUES
No stock options were exercised by the Named Executive Officers in
2001. The following table reports the year-end value of stock options held by
the Named Executive Officers.
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AGGREGATE OPTION EXERCISES IN 2001
AND 2001 YEAR-END OPTION VALUES(1)
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NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2001 (#) DECEMBER 31, 2001 ($)
--------------------------------- -----------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
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Steven G. Warshaw -0- -0- 489,100 510,900 -0- -0-
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Robert F. Kistinger -0- -0- 435,500 217,500 -0- -0-
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Robert W. Olson -0- -0- 86,400 123,600 -0- -0-
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James B. Riley -0- -0- -0- -0- -0- -0-
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Peter A. Horekens -0- -0- 88,650 151,350 -0- -0-
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Carl H. Lindner -0- -0- 20,000 -0- -0- -0-
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(1) Pursuant to the Plan of Reorganization, all stock options listed in
this table have been cancelled.
RETENTION ARRANGEMENTS
As can be the case with many public corporations, apprehensions about
the possibility of a change in control of the Company may result in the
departure or distraction of key executives to the Company's
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detriment. Accordingly, in order to encourage their retention and continued
dedication, in January 2001 Chiquita entered into severance agreements with a
number of key executives, including Messrs. Kistinger, Olson, Riley and
Horekens. The agreements with these Named Executive Officers (the "CIC
Agreements") entitle them to certain benefits in the event that they were
involuntarily terminated without cause or resigned for "good reason" within
three years after the occurrence of a "change in control" of Chiquita.
If such an involuntary termination or resignation for "good reason"
occurred within two years after a "change in control," Mr. Kistinger would be
entitled to a payment equal to 3.0 times his then current annual salary and
annual bonus target ("Annual Compensation"); Mr. Olson, 3.0 times his Annual
Compensation; Mr. Riley, 2.25 times his Annual Compensation; and Mr. Horekens,
2.25 times his Annual Compensation. If such a termination or resignation
occurred during the third year after a "change in control," the severance
payment for each of these executives would be 1.0 times his Annual Compensation.
In each case, these executives would also receive the following severance
benefits: (i) pro rata annual bonus for the year employment terminates; (ii)
immediate vesting of outstanding stock options, restricted stock awards and
employer contributions under the Company's Savings and Investment Plan and
Capital Accumulation Plan; (iii) continued medical, life, disability and
accident insurance at the Company's expense for a number of years equivalent to
the multiple used (3.0 or 2.25) in calculating the executive's severance
payment; and (iv) if severance benefits exceed the maximum amount payable
without incurring excise tax under Section 4999 of the Internal Revenue Code by
10% or more, the Company's payment of the excise tax plus any additional taxes
resulting from the payment (if the benefits exceed the maximum by less than 10%,
the benefits would be reduced to the maximum amount).
The definition of "change in control" under the CIC Agreements is:
A (i) any person or other entity, or any "group" (other than
American Financial Group, Inc., each of its subsidiaries and
affiliates, Carl H. Lindner, his spouse, his children and
their spouses and his grandchildren (or the legal
representative of any such person) and each trust for the
benefit of each such person ["Exempt Holders"]), acquires or
possesses beneficial ownership of 20% or more of Chiquita's
voting securities (unless the percentage beneficially owned by
such person, entity or group is less than the combined
percentage beneficially owned by Exempt Holders) and (ii) a
"management change" occurs in connection therewith or within
twelve months thereafter; or
B (i) the voting securities of Chiquita outstanding immediately
prior to a merger, sale of assets or similar transaction
involving Chiquita or any subsidiary do not, immediately after
the transaction, represent, directly or indirectly, 50% or more
of the total voting power of the voting securities of the
surviving or acquiring entity or the parent of the surviving or
acquiring entity and (ii) a "management change" occurs in
connection therewith or within twelve months thereafter; or
C at any time, less than a majority of Chiquita's Board of
Directors consists of persons (i) who were directors at November
15, 2000 ("Current Directors") or (ii) whose election or
nomination as directors was approved by at least 2/3 of the
directors then in office who are Current Directors or whose
election or nomination was previously so approved (other than in
settlement of a proxy contest). (The appointment of new
directors pursuant to the Plan of Reorganization as of March 19,
2002 did not constitute a "change in control" because such new
directors were approved by the then Current Directors prior to
March 19, 2002.)
The definition of "management change" under the CIC Agreements is: (i)
the Chief Executive Officer of the Company (or if the Company has been acquired,
the acquiror) is no longer Carl H. Lindner, Keith E.
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Lindner or Steven G. Warshaw, or (ii) less than 50% of the "executive officers"
(as defined in Securities Exchange Act rules) of the Company (or such an
acquiror) are at any time either (A) persons who were "executive officers"
immediately prior to the first public announcement of the event that would, in
the absence of a "management change," give rise to a "change in control" or (B)
persons who were employees of the Company or one of its subsidiaries immediately
prior to such first public announcement whose designation as an "executive
officer" was approved or recommended by one of such three individuals in his
capacity as Chief Executive Officer. (As a result of Mr. Warshaw's resignation
as Chief Executive Officer on March 20, 2002, a "management change" has occurred
by virtue of clause (i) above. Therefore, assuming this "management change"
continues beyond the time of the occurrence of an event or transaction specified
in clause A(i) or B(i) of the definition of "change in control," a "change in
control" will automatically result.)
The definition of "good reason" under the CIC Agreements is: (i) a
reduction in the executive's annual salary or target bonus opportunity or
unreasonable discrimination in other aspects of his compensation; (ii) a
required relocation outside a 50-mile radius; (iii) a material breach of the CIC
Agreement by the Company; or (iv) in the case of Messrs. Kistinger and Olson,
either (A) an adverse change in title or material reduction in responsibilities
or (B) a voluntary resignation for any reason during the four-month period
following the end of a six-month transition period after a "change in control,"
provided the executive has given at least four months' prior notice of his
resignation.
In connection with his resignation as President and Chief Executive
Officer of Chiquita on March 20, 2002, Mr. Warshaw received a payment of
$4,025,000, representing the severance payment he would have received under
his Severance Agreement (Prior to Change in Control) with the Company dated
February 14, 2001 if his employment had been terminated without cause as of June
30, 2002. He also became entitled to all the other benefits provided for in his
Severance Agreement (Prior to Change in Control). In addition, an award to Mr.
Warshaw of 100,000 shares of Company Common Stock made by the Compensation
Committee of the Board of Directors to Mr. Warshaw on February 21, 2002 became
deliverable upon the termination of his employment in accordance with the terms
of the award.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists all the persons who were known to be
beneficial owners of five percent or more of Chiquita's Common Stock, its only
voting security, as of March 31, 2002 based upon 39,065,950 shares outstanding
on that date.
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NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP ON MARCH 31, 2002
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Carl H. Lindner, 3,415,752(2) 8.1 %
Carl H. Lindner III,
S. Craig Lindner,
Keith E. Lindner and
American Financial Group, Inc. and its
Subsidiaries ("AFG")
One East Fourth Street
Cincinnati, Ohio 45202
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OZ Management, L.L.C. 3,047,516(3) 7.8%
OZF Management, L.P.
9 West 57th Street
New York, New York 10019
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(1) "Beneficial ownership" is a technical term broadly defined by the SEC to
mean more than ownership in the usual sense. Shares are "beneficially
owned" if a person has or shares the power (a) to vote them or direct
their vote or (b) to sell them or direct their sale, even if the person
has no pecuniary interest in the shares. Also, shares which a person has
the right to acquire within 60 days are considered to be "beneficially
owned."
(2) Includes 171,134 shares owned by AFG and 2,852,384 shares that AFG has the
right to acquire upon exercise of warrants to purchase Common Stock at
$19.23 per share ("Warrants"). Also includes 141,375 shares owned by Carl
H. Lindner and 250,859 shares that he has the right to acquire upon
exercise of Warrants. Does not include 800,000 shares issuable to Mr.
Lindner pursuant to a delayed delivery agreement with Chiquita. The
Lindner family members listed in the table above are considered to be the
beneficial owners of the Chiquita shares owned by AFG. The percentage set
forth is based on 39,065,950 shares outstanding at March 31, 2002, plus
the 3,103,243 which would be outstanding upon the exercise of the Warrants
held by AFG and Carl H. Lindner described above.
(3) In a Schedule 13G filed with the SEC on March 26, 2002, OZ Management,
L.L.C. and OZF Management, L.P. reported that the shares listed are owned
by discretionary accounts and investment entities for which they serve as
investment managers with sole voting and dispositive authority. OZ
Management and OZF Management disclaim beneficial ownership of such
shares.
The following table shows the number of shares of Chiquita Common Stock
beneficially owned on March 31, 2002 by each director and Named Executive
Officer and by all directors and executive officers as a group.
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AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------------------------------
COMMON STOCK
------------------------------------------------------------------------------
PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(1)(2) CLASS
------------------------------------------------------------------------------
Morten Arntzen -0-
Jeffrey D. Benjamin -0-
Robert W. Fisher -0-
Cyrus F. Freidheim, Jr. -0-
Peter A. Horekens 314 *
Roderick M. Hills -0-
Robert F. Kistinger 4,035(3) *
Carl H. Lindner(4) 3,415,752 8.1%
Robert W. Olson 2,040(3) *
James B. Riley -0-(3)
Steven G. Warshaw(5) 68,563 *
All directors and executive 3,496,836(3) 8.3%
officers as a group (13
persons)
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*Less than 1% of outstanding shares.
(1) Unless otherwise noted, each person has full voting and investment power
over the shares listed.
(2) Includes the following number of shares issuable upon the exercise of
Warrants: Mr. Horekens, 297 shares; Mr. Kistinger, 3,807 shares; Mr.
Lindner, 3,103,243 shares; Mr. Olson, 1,925 shares; Mr. Warshaw, 2,467
shares; and all directors and executive officers as a group, 3,117,526
shares.
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(3) Does not include stock awards made pursuant to Award Share Agreements
dated February 21, 2002 in the following amounts because they are not
deliverable within the next 60 days: Mr. Kistinger, 25,000 shares; Mr.
Olson, 14,334 shares; Mr. Riley, 13,333 shares; and all directors and
executive officers as a group, 62,667 shares.
(4) Includes 171,134 shares owned by AFG and 2,852,384 shares that AFG has the
right to acquire upon exercise of Warrants. Also includes 141,375 shares
owned by Carl H. Lindner and 250,859 shares that he has the right to
acquire upon exercise of Warrants. Does not include 800,000 shares
issuable to Mr. Lindner pursuant to a delayed delivery agreement with
Chiquita. Mr. Lindner is considered a beneficial owner of the Chiquita
shares owned by AFG. The percentage set forth is based on 39,065,950
shares outstanding at March 31, 2002, plus the 3,103,243 which would be
outstanding upon the exercise of the Warrants held by AFG and Carl H.
Lindner described above.
(5) Mr. Warshaw resigned as an officer and director of Chiquita on March
20, 2002.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 2001, Chiquita received approximately $124,000 from Great American
Financial Resources, Inc., an AFG subsidiary, for use of Chiquita's cafeteria.
During 2001, Chiquita paid approximately $101,000 to American Money
Management Corporation, an AFG subsidiary, for use of its corporate aircraft.
Chiquita believes the terms of the transactions described above were
fair to Chiquita and were comparable to those that would apply to unrelated
parties.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized on April
29, 2002.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ Cyrus F. Freidheim, Jr.
-------------------------------
Cyrus F. Freidheim, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated below on April 29, 2002:
/s/ Morten Arntzen Director
- ---------------------------------
Morten Arntzen
/s/ Jeffrey D. Benjamin Director
- ---------------------------------
Jeffrey D. Benjamin
/s/ Robert W. Fisher Director
- ---------------------------------
Robert W. Fisher
/s/ Cyrus F. Freidheim, Jr. Director
- ---------------------------------
Cyrus F. Freidheim, Jr.
/s/ Roderick M. Hills Director
- ---------------------------------
Roderick M. Hills
/s/ Carl H. Lindner Director
- ---------------------------------
Carl H. Lindner
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/s/ James B. Riley Senior Vice President and
- ---------------------------------- Chief Financial Officer
James B. Riley
/s/ William A. Tsacalis Vice President and Controller
- ---------------------------------- (Chief Accounting Officer)
William A. Tsacalis
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