-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NoS+V/WcJ5kN7lO/IhHB0zFiplXbEDGxuP9O6o68D1TqKnEPqNdfADEoAvmAvbM3 /bf5ijQL8WUbbobrOUoPaA== 0000950103-99-000337.txt : 19990504 0000950103-99-000337.hdr.sgml : 19990504 ACCESSION NUMBER: 0000950103-99-000337 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990503 EFFECTIVENESS DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-75235 FILM NUMBER: 99608899 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971500 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 S-8 POS 1 As filed with the Securities and Exchange Commission on May 3, 1999 Registration No. 333-75325 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-4 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- International Paper Company (Exact Name of Registrant as specified in its charter) New York ____ 13-0872805 (State of incorporation) (I.R.S. Employer dentification No.) Two Manhattanville Road Purchase, New York 10577 (Address of principal executive offices) --------------------------- Union Camp Corporation Salaried Employees Savings and Investment Plan Union Camp Corporation Franklin Employee Investment Plan Union Camp Corporation Savannah Employee Investment Plan Union Camp Corporation Prattville Employee Investment Plan Union Camp Corporation Employees Investment Plan Union Camp Corporation Employees Savings and Investment Plan Puerto Rico Container Company Employees' Savings Plan Bush Boake Allen Inc. Employees Savings and Investment Plan (Full title of Plans) --------------------------- James W. Guedry, Esq. Vice President and Secretary International Paper Company Two Manhattanville Road Purchase, New York 10577 (914) 397-1500 (Name, address and telephone number, including area code of agent for service) CALCULATION OF REGISTRATION FEE ======================================================================================================================== Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities Amount to be Price Per Offering Registration to be Registered Registered Share Price Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, 2,955,219 Shares (2) $56.531 (1) 24,647,516 (1) $6,852 (1) (2) par value $1.00 per share .. ========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h), on the basis of the average of the high and low prices of the Registrant's common stock as quoted on the New York Stock Exchange Composite Tape on April 28, 1999 a date within five business days prior to the date of filing of this registration statement. (2) The registrant previously paid $409,445.53 upon the initial filing of the registration statement to register 120,817,082 shares of common stock issuable to the stockholders of Union Camp Corporation, including the 2,519,219 shares of common stock which may be issued pursuant to the Union Camp Corporation Salaried Employees Savings and Investment Plan, Union Camp Corporation Franklin Employee Investment Plan, Union Camp Corporation Savannah Employee Investment Plan, Union Camp Corporation Prattville Employee Investment Plan, Union Camp Corporation Employees Investment Plan, Union Camp Corporation Employees Savings and Investment Plan, Puerto Rico Container Company Employees' Savings Plan and Bush Boake Allen Inc. Employees Savings and Investment Plan (collectively, the "Plans"). Accordingly, the Registrant has calculated the fee pursuant to Section 6(b) of the Securities Act of 1933 based on the 436,000 additional shares being registered that are reserved for issuance under the Plans. See "Purpose of Amendment." 2 PURPOSE OF AMENDMENT The purpose of this Post Effective Amendment No. 1 is to register on Form S-8 2,519,219 shares of common stock, par value $1.00 per share, of International Paper Company, a New York corporation (the "Registrant") previously registered on Form S-4 (Registration No. 333-75235) and 436,000 additional shares for issuance under the Union Camp Corporation Salaried Employees Savings and Investment Plan (the "Salaried Employees Plan"), Union Camp Corporation Franklin Employee Investment Plan (the "Franklin Plan"), Union Camp Corporation Savannah Employee Investment Plan (the "Savannah Plan"), Union Camp Corporation Prattville Employee Investment Plan (the "Prattville Plan"), Union Camp Corporation Employees Investment Plan (the "Employees Investment Plan"), Union Camp Corporation Employees Savings and Investment Plan (the "Employees Savings and Investment Plan"), Puerto Rico Container Company Employees' Savings Plan (the "Puerto Rico Plan") and Bush Boake Allen Inc. Employees Savings and Investment Plan (the BBA Plan" and, collectively, the "Plans"), pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of November 4, 1998 between Union Camp Corporation ("UCC"), the Registrant and Maple Acquisition, Inc. ("MergerSub"), which provided for the merger of MergerSub with and into UCC. The shares of common stock registered in respect of UCC Plans are as follows: the Salaried Employees Plan - 1,819,141 (1,619,141 shares previously registered on Form S-4 and 200,000 additional shares); the Franklin Plan - 267,742 (207,742 shares previously registered on Form S-4 and 60,000 additional shares); the Savannah Plan - 275,556 (215,556 shares previously registered on Form S-4 and 60,000 additional shares); the Prattville Plan - 93,783 (68,783 shares previously registered on Form S-4 and 25,000 additional shares); the Employees Investment Plan - 280,019 (220,019 shares previously registered on Form S-4 and 60,000 additional shares); the Employees Savings and Investment Plan - 147,496 (122,496 shares previously registered on Form S-4 and 25,000 additional shares); the Puerto Rico Plan - 6,165 (3,665 shares previously registered on Form S-4 and 2,500 additional shares) and the BBA Plan - 65,317 (61,817 shares previously registered on Form S-4 and 3,500 additional shares). PART I The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to 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 (the "1933 Act"), and are incorporated herein by reference. ITEM 1. PLAN INFORMATION The documents containing the information required to be provided to participants pursuant to this Item will be sent or given to the participants of the Plans as specified by Rule 428(b)(1). Such documents are not filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The written statement required to be provided to participants pursuant to this Item is set forth in the Prospectus referenced in Item 1 above. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the registrant, International Paper Company, a New York corporation (the "Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference. (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998; (2) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1998; (3) The Registrant's Current Reports on Form 8-K filed January 5, 1999 and March 10, 1999; and (4) The description of the Registrant's capital stock which is contained in the Registrant's registration statement on Form 8-A, dated July 20, 1976, as amended. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment 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 herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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 Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed upon by James W. Guedry, Vice President and Secretary of the Registrant. Mr. Guedry does not own a material or significant amount of the outstanding shares of Common Stock. He participates in the Registrant's Stock Option Plan and in its Salaried Savings Plan, having an interest in a fund under that plan which invests in the Registrant's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 721 of the New York Business Corporation Law ("NYBCL") provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or the officer by a provision contained in its certificate of incorporation or by-laws or by a duly authorized resolution of its shareholders or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts 4 were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled. Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred as a result of such action, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, has no reasonable cause to believe that his conduct was unlawful. Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses actually and necessarily incurred by him in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which is settled or otherwise disposed of or any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723. Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized under Section 722 and 723 of the NYBCL contains certain other miscellaneous provisions affecting the indemnification of directors and officers. Section 726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above section, (2) directors and officers in instances in which they may be indemnified by a corporation under such section, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such section, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance. Article VII of the Restated Certificate of Incorporation of the Registrant provides in part as follows: "Each Director of the Corporation shall be indemnified by the Corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a Director of the Corporation, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties as such Director, provided that such right of indemnification shall not be deemed exclusive of any other rights to which a Director of the Corporation may be entitled, under any by-law, agreement, vote of stockholders or otherwise." 5 Article IX of the By-laws, as amended, of the Registrant provides as follows: "The Corporation shall indemnify each Officer or Director who is made, or threatened to be made, a party to any action by reason of the fact that he or she is or was an Officer or Director of the Corporation, or is or was serving at the request of the Corporation in any capacity for the Corporation or any other enterprise, to the fullest extent permitted by applicable law. The Corporation may, so far as permitted by law, enter into an agreement to indemnify and advance expenses to any Officer or Director who is made, or threatened to be made, a party to any such action." The Registrant has purchased certain liability insurance for its officers and directors as permitted by Section 727 of the NYBCL and has entered into indemnity agreements with its directors and certain officers providing indemnification in addition to that provided under the NYBCL as permitted by Section 721 of the NYBCL. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS 5.1 Opinion of James W. Guedry, Vice President and Secretary of the Registrant, regarding the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP, independent public accountants 23.2 Consent of James W. Guedry (included in Exhibit 5.1) 24.1 Power of Attorney ITEM 9. REQUIRED UNDERTAKINGS (a) The undersigned Registrant 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 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is 6 contained in periodic reports filed by the Registrant 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 1933 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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (c) Insofar as indemnification for liabilities arising under the 1933 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 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, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the 1933 Act, the registrant has duly caused this registration statement on form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, State of New York, on this 1st day of May, 1999. INTERNATIONAL PAPER COMPANY By: /s/ JAMES W. GUEDRY ---------------------------------- James W. Guedry Secretary Pursuant to the requirements of the 1933 Act, this registration statement has been signed by the following persons in the capacities and on the 9th day of March, 1999. Signature Title - --------- ----- /s/ JOHN T. DILLON* - ----------------------------- Director and Chairman John T. Dillon of the Board (Chief Executive Officer) /s/ C. WESLEY SMITH* - ----------------------------- Executive Vice President and C. Wesley Smith Director /s/ PETER I. BIJUR* - ----------------------------- Director Peter I. Bijur /s/ ROBERT J. EATON* - ----------------------------- Director Robert J. Eaton /s/ JOHN A. GEORGES* - ----------------------------- Director John A. Georges /s/ JAMES A. HENDERSON* - ----------------------------- Director James A. Henderson /s/ JOHN R. KENNEDY* - ----------------------------- Director John R. Kennedy 8 /s/ DONALD F. MCHENRY - ----------------------------- Director Donald F. McHenry /s/ PATRICK F. NOONAN* - ----------------------------- Director Patrick F. Noonan /s/ JANE C. PFEIFFER* - ----------------------------- Director Jane C. Pfeiffer /s/ CHARLES R. SHOEMATE* - ----------------------------- Director Charles R. Shoemate /s/ MARIANNE M. PARRS* - ----------------------------- Senior Vice President and Marianne M. Parrs Chief Financial Officer /s/ANDREW R. LESSIN* - ----------------------------- Vice President and Controller Andrew R. Lessin and Chief Accounting Officer * By: /s/ JAMES W. GUEDRY* - -------------------------------------- James W. Guedry, Attorney-in-fact Pursuant to the requirements of the 1933 Act, the named fiduciary of Union Camp Corporation Salaried Employees Savings and Investment Plan, Union Camp Corporation Franklin Employee Investment Plan, Union Camp Corporation Savannah Employee Investment Plan, Union Camp Corporation Prattville Employee Investment Plan, Union Camp Corporation Employees Investment Plan, Union Camp Corporation Employees Savings and Investment Plan and Bush Boake Allen Inc. Employees Savings and Investment Plan has duly caused this registration statement on form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, State of New York, on this 1st day of May, 1999. International Paper Company By: /s/ Robert M. Byrnes ------------------------------ Name: Robert M. Byrnes Title: Senior Vice President Human Resources 9 Pursuant to the requirements of the 1933 Act, the trustee of Puerto Rico Container Company Employees' Savings Plan has duly caused this registration statement on form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in San Juan, Puerto Rico, on this 27th day of April, 1999. Banco Santander Puerto Rico By: /s/ L.C. FERNANDEZ TRINCHET -------------------------------- Name: L.C. Fernandez Trinchet Title: Senior Vice President and Executive Trust Officer 10 Exhibit No. Description of Exhibits Page No. - ------- ----------------------- -------- 5.1 Opinion of James W. Guedry, Vice President and Secretary of the Registrant, regarding the legality of the securities being registered. 12 23.1 Consent of Arthur Andersen LLP, independent public accountants. 13 23.2 Consent of James W. Guedry (included in Exhibit 5.1). 24.1 Power of Attorney 14 11 EX-5.1 2 EXHIBIT 5.1 International Paper Company Two Manhattanville Road Purchase, New York 10577 April 30, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: The following opinion is furnished by the undersigned in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by International Paper Company, a New York corporation (the "Company") under the Securities Act of 1933, as amended, relating to the issuance of up to 2,955,219 shares of the Common Stock, par value $1.00 per share of the Company (the "Shares"), in connection with the Union Camp Corporation Salaried Employees Savings and Investment Plan, Union Camp Corporation Franklin Employee Investment Plan, Union Camp Corporation Savannah Employee Investment Plan, Union Camp Corporation Prattville Employee Investment Plan, Union Camp Corporation Employees Investment Plan, Union Camp Corporation Employees Savings and Investment Plan, Puerto Rico Container Company Employees' Savings Plan and Bush Boake Allen Inc. Employees Savings and Investment Plan (collectively, the "Plans"). I have examined originals or copies, certified or otherwise identified to my satisfaction, or such corporate records and other documents, and have conducted such other investigations of fact and law, as I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, I am of the opinion that the Shares have been duly authorized and, subject to the Registration Statement becoming effective, when issued in accordance with the terms of the Plans, the Shares will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/ James W. Guedry ------------------------ James W. Guedry 12 EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 9, 1999 included in International Paper Company's Form 10- K for the year ended December 31, 1998 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP New York, New York April 28, 1999 13 EX-24.1 4 EXHIBIT 24.1 POWER OF ATTORNEY EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS JAMES W. GUEDRY AND BARBARA L. SMITHERS, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, AND IN ANY AND ALL CAPACITIES, TO SIGN, EXECUTE AND AFFIX THEIR SEAL THERETO AND FILE ANY AND ALL FORM S-8 REGISTRATION STATEMENTS FOR VARIOUS PLANS OF INTERNATIONAL PAPER FOR ITS EMPLOYEES/DIRECTORS AND FORMER UNION CAMP CORPORATION EMPLOYEES, ON BEHALF OF INTERNATIONAL PAPER COMPANY (THE "COMPANY"), UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TOGETHER WITH ANY AND ALL AMENDMENTS THERETO (INCLUDING POST-EFFECTIVE AMENDMENTS) TO SUCH FORM S-8 REGISTRATION STATEMENTS AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, AND HEREBY GRANTS TO SUCH 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 HE OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM OR HIS, HER OR THEIR SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSON IN THE CAPACITIES AND ON THE DATES INDICATED. Signature Title Date - --------- ----- ---- /s/ JOHN T. DILLON* - ----------------------------- Director and Chairman March 9, 1999 John T. Dillon of the Board (Chief Executive Officer) /s/ C. WESLEY SMITH* - ----------------------------- Executive Vice President and March 9, 1999 C. Wesley Smith Director /s/ PETER I. BIJUR* - ----------------------------- Director March 9, 1999 Peter I. Bijur /s/ ROBERT J. EATON* - ----------------------------- Director March 9, 1999 Robert J. Eaton /s/ JOHN A. GEORGES* - ----------------------------- Director March 9, 1999 John A. Georges 14 /s/ JAMES A. HENDERSON* - ----------------------------- Director March 9, 1999 James A. Henderson /s/ JOHN R. KENNEDY* - ----------------------------- Director March 9, 1999 John R. Kennedy - ----------------------------- Director March 9, 1999 Donald F. McHenry /s/ PATRICK F. NOON* - ----------------------------- Director March 9, 1999 Patrick F. Noonan /s/ JANE C. PFEIFFER* - ----------------------------- Director March 9, 1999 Jane C. Pfeiffer /s/ CHARLES R. SHOEMATE* - ----------------------------- Director March 9, 1999 Charles R. Shoemate /s/ MARIANNE M. PARRS* - ----------------------------- Senior Vice President and March 9, 1999 Marianne M. Parrs Chief Financial Officer /s/ANDREW R. LESSIN* - ----------------------------- Vice President and Controller March 9, 1999 Andrew R. Lessin and Chief Accounting Officer * By: /s/ JAMES W. GUEDRY - ---------------------------------------- James W. Guedry, Attorney-in-fact 15 -----END PRIVACY-ENHANCED MESSAGE-----