As filed with the Securities and Exchange Commission on January 31, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SF HOLDINGS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3990796
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
373 Park Avenue South
New York, New York 10016
(212) 779-7448
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
SF HOLDINGS GROUP, INC.
SHARE INCENTIVE PLAN
(Full Title of Plan)
Hans Heinsen
Senior Vice President, Chief Financial Officer and Treasurer
SF Holdings Group, Inc.
373 Park Avenue South
New York, New York 10016
(212) 779-7448
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Howard B. Dicker,
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered(1) Price Per Share(2) Aggregate Offering Registration Fee
Price(2)
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Class D Common Stock, $0.001 par value 95,995 shares $0.00 $0.00 $0.00
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the book value of Registrant's Class D common stock,
computed as of January 31, 2001, which book value is negative.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by SF Holdings Group, Inc. (the "Company") are
incorporated herein by reference as of their respective dates:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended September 24, 2000 (the "Form 10-K");
(b) the Company's Quarterly Report on Form 10-Q for the
thirteen weeks ended December 24, 2000 (the "Form 10-Q");
and
(c) all other reports filed by the Company pursuant to
Section 13(a)or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of
the Company's fiscal year covered by the annual report
referred to in (a) above.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Common Stock
The Company is authorized to issue an aggregate of 2,000,000
shares of common stock, par value $0.001 per share (the "Common Stock"),
consisting of 1,400,000 shares of Class A Common Stock, 200,000 shares of Class
B Common Stock, 200,000 shares of Class C Common Stock and 200,000 shares of
Class D Common Stock. As of January 31, 2001, the Company had issued and
outstanding 562,583 shares of Class A Common Stock, 56,459 shares of Class B
Common Stock, 39,900 shares of Class C Common Stock and no shares of Class D
Common Stock. As of January 31, 2001, the Company had reserved for issuance (i)
133,494 shares of Class A Common Stock upon conversion of its Class B Series 1
preferred stock, par value $0.001 per share, (ii) 133,494 shares of Class A
Common Stock upon conversion of its Class B Series 2 preferred stock, par value
$0.001 per share, (iii) 56,459 shares of Class A Common Stock upon conversion of
its Class B Common Stock, (iv) 135,900 shares of Class A Common Stock upon
conversion of its Class C Common Stock, (v) 96,000 shares of Class C Common
Stock upon exercise of certain warrants, (vi) 71,515 shares of Class A Common
Stock upon exercise of certain options and (vii) 95,995 shares of Class D Common
Stock upon exercise of stock options. The shares of Class A Common Stock are
held by four stockholders of record and the shares of Class B are held by one
shareholder of record. The rights of the holders of Class A, Class B, Class C
and Class D are identical except as to voting and conversion rights.
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Each share of Class A Common Stock is entitled to one vote per
share on all matters to be voted upon by stockholders and does not have
cumulative voting rights in the election of directors. The holders of Class B
Common Stock are entitled to one-tenth of a vote per share on all matters voted
upon by stockholders, including the election of directors, and vote together
with the Class A Common Stock as a single class. However, the approval of a
majority of the outstanding shares of Class B Common Stock, voting as a separate
class, is required for an amendment or modification to the Company's Amended and
Restated Certificate of Incorporation, as amended, which in any manner would
adversely affect the powers, preferences and rights of the Class B Common Stock.
The holders of Class C Common Stock and Class D Common Stock are not entitled to
any vote whatsoever, except to the extent otherwise provided by law.
Subject to the preferences that may be applicable to the
holders of preferred stock, par value $0.001 per share, of the Company (the
"Preferred Stock"), the holders of all classes of Common Stock are entitled,
among other things, (i) to share ratably in dividends if, when and as declared
by the board of directors out of funds legally available therefore and (ii) in
the event of liquidation, distribution or sale of assets, dissolution or
winding-up of the Company, to share ratably in the distribution of assets
legally available therefor. The holders of Common Stock have no preemptive
rights to subscribe for additional shares.
Each share of Class B Common Stock may, at any time, be
converted into one share of Class A Common Stock either at the option of (i) any
holder (other than any person or entity deemed to be a non-converting holder) or
(ii) a non-converting holder concurrently with a sale or transfer of his, her or
its shares of Class B Common Stock to any other person or entity other than a
non-converting holder.
Each share of Class C Common Stock may be converted into one
share of Class A Common Stock, at the option of either the holder or the
Company, following an underwritten initial public offering of shares of Common
Stock or a refinancing of the Company's 12 3/4% Senior Secured Discount Notes
due 2008 (the "Notes").
Each share of Class D Common Stock may be converted into one
share of Class A Common Stock, at the option of either the holder or the
Company, following an underwritten initial public offering of shares of Common
Stock.
Preferred Stock
The Company has authorized to issue an aggregate of 120,000
shares of Preferred Stock, consisting of 20,000 shares of Exchangeable Preferred
Stock (as defined below) and 100,000 of Class B Preferred Stock. As of January
31, 2001, the Company had issued and outstanding 3,000 shares of Exchangeable
Preferred Stock, 15,000 shares of Class B Series 1 Preferred Stock and 15,000
shares of Class B Series 2 Preferred Stock.
Exchangeable Preferred Stock. The holders of Exchangeable
Preferred Stock are entitled to receive cumulative dividends at an annual rate
of 13 3/4%. Until March 12, 2003, dividends will be payable quarterly in
arrears, at the Company's option, (i) in cash or (ii) by issuing shares of
Exchangeable Preferred Stock with an aggregate liquidation value equal to the
amount of such dividends. From and after March 12, 2003, dividends are payable
quarterly in arrears in cash, subject to certain exceptions.
The Exchangeable Preferred Stock is convertible into
subordinated indebtedness of the Company, subject to certain conditions, at the
Company's option, which subordinated indebtedness has terms comparable to the
Exchangeable Preferred Stock.
The Exchangeable Preferred Stock is required to be redeemed on
March 13, 2009 at a redemption price per share, in cash, equal to the aggregate
liquidation value, plus the cash value of any accrued and unpaid dividends.
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The Company has the right but not the obligation to redeem the
Exchangeable Preferred Stock, in whole or in part, (i) at any time after March
12, 2003 and (ii) prior to March 12, 2001 at any time following an underwritten
initial public offering of shares of Common Stock, subject to certain
restrictions, on the same terms and at comparable percentages as those
applicable to the optional redemption of Notes.
In the event of a Change of Control (as defined below) of the
Company, each holder of Exchangeable Preferred Stock has the right to require
the Company to repurchase its Exchangeable Preferred Stock at a purchase price
equal to 101% of the liquidation value, plus the cash value of any accrued and
unpaid dividends payable in kind and the amount of any accrued and unpaid cash
dividends.
The holders of Exchangeable Preferred Stock are not entitled
to any voting rights, except as described below or as otherwise required by
applicable law. In the event the Company fails to (i) pay dividends for six or
more quarters, (ii) satisfy any mandatory redemption obligation, (iii) make a
repurchase offer within 30 days following a Change of Control or (iv) comply
with any of the covenants set forth in the indenture governing the Notes for a
period of 30 days, the board of directors will be increased by two members and
the holders of a majority of the outstanding shares of Exchangeable Preferred
Stock, voting as a separate class, will be entitled to elect two members to the
board of directors. The approval of the holders of a majority of the
Exchangeable Preferred Stock, voting as a separate class, is also required for
(i) the authorization of any series of Preferred Stock senior to the
Exchangeable Preferred Stock, (ii) the amendment or modification of any
provisions of the Amended and Restated Certificate of Incorporation, as amended,
of the Company, in a manner that would adversely affect the voting powers,
designations, preferences and rights of the Exchangeable Preferred Stock and
(iii) any merger or consolidation or sale of all or substantially all of the
assets of the Company if the terms of such transaction do not provide for the
repurchase or redemption of all of the Exchangeable Preferred Stock.
For the purposes of the Exchangeable Preferred Stock, "Change
of Control" means the occurrence of any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
(as defined in Amended and Restated Certificate of Incorporation, as amended, of
the Company) taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act) or "group" (as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) other than the Principals (as defined below), (ii)
the adoption of a plan relating to the liquidation or dissolution of the
Company, (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" or "group" (as defined above), other than the Principals, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly, of more of the voting power of the
voting stock of the Company than at that time is beneficially owned by the
Principals, or (iv) the first day on which more than a majority of the directors
on the board of directors of the Company are not Continuing Directors (as
defined in the Amended and Restated Certificate of Incorporation, as amended, of
the Company). For purposes of this definition, any transfer of an equity
interest of an entity that was formed for the purpose of acquiring voting stock
of the Company will be deemed to be a transfer of such portion of such voting
stock as corresponds to the portion of the equity of such entity that has been
so transferred.
For the purposes hereof, "Principals" means Dennis Mehiel, his
lineal descendants and any trust, corporation, partnership, association, limited
liability company or other entity in which Mr. Mehiel and/or his lineal
descendants hold at least 80% of the total, combined, outstanding voting power
or similar controlling interest.
Class B Preferred Stock. The board of directors is authorized
to issue shares of Class B Preferred Stock, from time to time, in one or more
series, and to determine, among other things, with respect to each series, the
powers, designations, preferences, and rights of the shares of such series and
the qualifications, limitations, or restrictions thereof, including any dividend
rate, redemption rights, liquidation preferences, sinking fund terms, conversion
rights, voting rights and any other preferences or special rights and
qualifications. The effects of any issuance of the Class B Preferred Stock upon
the rights
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of holders of the Common Stock depends upon the respective powers, designations,
preferences, rights, qualifications, limitations and restrictions of the shares
of one or more series of Class B Preferred Stock as determined by the board of
directors. Such effects might include dilution of the voting power of the Common
Stock, the subordination of the rights of holders of Common Stock to share in
the Company's assets upon liquidation, and reduction of the amount otherwise
available for payment of dividends on Common Stock.
The holders of Class B Series 1 Preferred Stock are not
entitled to receive dividends. The Class B Series 1 Preferred Stock is
convertible, at any time, into 133,494 shares of Class A Common Stock, at the
option of the holders, and is required to be redeemed March 13, 2010 at a
redemption price, in cash equal to the aggregate liquidation value. The holders
of the Class B Series 1 Preferred Stock are not entitled to any voting rights,
except as otherwise required by law.
The holders of Class B Series 2 Preferred Stock are not
entitled to receive dividends. The Class B Series 2 Preferred Stock is
convertible, at any time, into 133,494 shares of Class A Common Stock, at the
option of the holders, and is required to be redeemed March 13, 2010 at a
redemption price, in cash equal to the aggregate liquidation value. The holders
of the Class B Series 2 Preferred Stock are entitled to one vote for each share
held by it on all matters voted upon by the stockholders, including the election
of directors, and shall vote together with the holders of the Class A Common
Stock and Class B Common Stock as a single class.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Certificate of Incorporation, as
amended, of the Company, provides that the Company shall, to the fullest extent
permitted by the laws of the State of Delaware, indemnify any and all persons
whom it shall have power to indemnify under such laws to the extent that such
indemnification is permitted under such laws, as such laws may from time to time
be in effect. The By-laws of the Company further provide that the Company shall
indemnify any director, officer, employee or agent or the Company to the full
extent permitted by law. Section 145 of the Delaware General Corporation Law
("DGCL") permits the Company to indemnify and hold harmless any director,
officer, employee or agent of the Company and any person serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including an employee
benefit plan) against expenses (including attorneys' fees), judgments, fines
(including excise taxes assessed on a person with respect to an employee benefit
plan), and amounts paid in settlement that may be imposed upon or incurred by
him or her in connection with, or as a result of, any proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company), in which he or she may become involved, as a party or
otherwise, by reason of the fact that he or she is or was such a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including an employee
benefit plan). The indemnification provided by the Amended and Restated
Certificate of Incorporation, as amended, of the Company, shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, any agreement, by vote of directors or stockholders or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office, shall continue as a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Amended and Restated Certificate of Incorporation, as
amended, of the Company, provides that a director of the Company shall not be
personally liable to the Company or its stockholders
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for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived any
improper personal benefit.
Insofar, as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 Commission such indemnification is against public policy as
expressed in the Securities Act 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, subject to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 - Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1
to the Company's Registration Statement
on Form S-4, as amended (File No.333-50683)
(the "Form S-4").
3.2 - By-laws (incorporated by reference to
Exhibit 3.2 to Form S-4).
3.3 - Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Exhibit 3.3 to the Form
10-K).
3.4 - Certificate of Designations of Class B
Series 2 Preferred Stock of the Company
(incorporated by reference to Exhibit 3.4
of the Form 10-K).
3.5 - Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of
the Company (incorporated by reference to
Exhibit 3.5 to the Form 10-Q).
4.1 - Indenture, dated as of March 12, 1998,
between the Company and the Bank of New
York (incorporated by reference to Exhibit
4.1 to the Form S-4) (the "Indenture").
4.2 - Form of 12 3/4% Series A and Series B
Senior Secured Discount Notes, dated as of
March 12, 1998 (incorporated by reference
to Exhibit 4.2 to the Indenture).
4.3 - Registration Rights Agreement, dated as of
March 12, 1998, among the Company, Bear,
Stearns & Co., Inc. and SBC Warburg Dillon
Read Inc. (incorporated by reference to
Exhibit 4.3 to the Form S-4).
4.4 - Registration Rights Agreement, dated as of
March 20, 1998, among the Company, American
Industrial Partners Management Company,Inc.
and Bear, Stearns & Co., Inc. (incorporated
by reference to Exhibit 4.4 to the Form
S-4).
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4.5 - Form of Certificate of Exchangeable
Preferred Stock (incorporated by reference
to Exhibit 4.5 to the Form S-4).
4.6 - Form of Indenture between the Company and
The Bank of New York governing the 13 3/4%
Subordinated Notes due March 15, 2009
(incorporated by reference to Exhibit 4.6
to the Form S-4).
4.8* - Share Incentive Plan.
5.1* - Opinion of Kramer Levin Naftalis & Frankel
LLP.
24.1* - Consent of Deloitte & Touche LLP.
24.2* - Consent of Kramer Levin Naftalis & Frankel
LLP (included in Exhibit 5.1).
25.1* - Power of Attorney (included as part of the
signature pages to this Registration
Statement).
*Filed herein
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) 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;
(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 volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
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 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(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, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company
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pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that
in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company
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
Company 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 and will be governed by the final
adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 31st day of
January, 2001.
SF HOLDINGS GROUP, INC.
By: /s/ Hans H. Heinsen
----------------
Name: Hans H. Heinsen
Title: Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Thomas Uleau and Hans
Heinsen, acting individually, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or such
person's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Dennis Mehiel Chairman of the Board of Directors and Chief January 31, 2001
- --------------------------- Executive Officer (principal executive
Dennis Mehiel officer)
/s/ Thomas Uleau President, Chief Operating Officer and January 31, 2001
- --------------------------- Director
Thomas Uleau
/s/ Hans Heinsen Senior Vice President, Chief Financial January 31, 2001
- --------------------------- Officer and Treasurer (Principal Financial
Hans Heinsen and Accounting Officer)
/s/ Alfred B. DelBello Vice Chairman January 31, 2001
- ---------------------------
Alfred B. DelBello
/s/ Gail Blanke Director January 31, 2001
- ---------------------------
Gail Blanke
/s/ Edith Mehiel Director January 31, 2001
- ---------------------------
Edith Mehiel
/s/ John A. Catsimatidis Director January 31, 2001
- ---------------------------
John A. Catsimatidis
/s/ Chris Mehiel Director January 31, 2001
- ---------------------------
Chris Mehiel
/s/ Jerome T. Muldowney Director January 31, 2001
- ---------------------------
Jerome T. Muldowney
/s/ G. William Seawright Director January 31, 2001
- ---------------------------
G. William Seawright
/s/ Lowell P. Weicker, Jr. Director January 31, 2001
- ---------------------------
Lowell P. Weicker, Jr.
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/s/ Alan D. Scheinkman Director January 31, 2001
- ---------------------------
Alan D. Scheinkman
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