Registration No. 333-
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
-----------------
The Hertz Corporation
Long-Term Equity Compensation Plan
(Full Title of the Plan)
-----------------
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
One American Road
Dearborn, Michigan 48126-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
==================== ==================== ==================== ==================== ====================
Proposed maximum Proposed maximum
Title of securities Amount to be aggregate offering aggregate offering Amount of
to be registered registered price per share price registration fee
-------------------- -------------------- -------------------- -------------------- ---------------------
Common Stock 2,984,971 (a) $36.8991 (b) $110,142,743.43 (c) $ 27,535.69(d)
$.01 par value shares
==================== ==================== ==================== ==================== =====================
(a) The number of shares being registered includes 2,984,971 shares of Common
Stock of the Company subject to options. Options previously subject to The
Hertz Corporation Class A Common Stock and granted under the Plan were
converted to these options subject to the Common Stock of the Company as a
result of the merger of Ford FSGII, Inc. with and into The Hertz
Corporation.
(b) Based on the volume-weighted average option price of (a) 711,164 shares of
Common Sock of the Company subject to options granted under the Plan and
outstanding on March 22, 2001, with an option price of $41.40, (b) 5,879
shares of Common Stock of the Company subject to options granted under the
Plan and outstanding on March 22, 2001, with an option price of $41.03, (c)
11,759 shares of Common Stock of the Company subject to options granted
under the Plan and outstanding of March 22, 2001, with an option price of
$42.52, (d) 1,054,846 shares of Common Stock of the Company subject to
options granted under the Plan and outstanding on March 22, 2001, with an
option price of $35.19, (e) 1,199,559 shares of Common Stock of the Company
subject to options granted under the
Plan and outstanding on March 22, 2001, with an option price of $35.66, and
(f) 1,764 shares of Common Stock of the Company subject to options granted
under the Plan and outstanding on March 22, 2001, with an option price of
$35.77.
(c) This amount is equal to the aggregate option price of 2,984,971 shares of
Common Stock of the Company subject to options granted under the Plan and
outstanding on March 22, 2001, with a volume-weighted average option price
of $36.8991, in accordance with Rule 457(h) under the Securities Act of
1933.
(d) This amount is based on the proposed maximum aggregate offering price of
$110,142,743.43. See note (c).
The Hertz Corporation
Long-Term Equity Compensation Plan
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-32543 and 333-32868 are
incorporated herein by reference.
_____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Ford Motor Company ("Ford") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for Ford's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of Ford's Common Stock contained in registration
statement no. 333-38352 filed by Ford under the Securities Act of 1933 (the
"1933 Act").
All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 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 in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any,
as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not
the corporation would have the power to indemnify such person against such
liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to 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.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
The Restated Certificate of Incorporation of Ford includes the following
provisions:
LIMITATIONS ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. Limitation on Liability of Directors. A director of the corporation
shall not be personally liable to the corporation or its stockholders 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
corporation 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 Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article EIGHTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. Effect of Any Repeal or Modification of Subsection 5.1. Any repeal or
modification of subsection 5.1 of this Article EIGHTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. Indemnification and Insurance.
5.3a. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a
director, officer or employee, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than said law permitted the
corporation to provide prior to such amendment), against all expense, liability
and loss (including penalties, fines, judgments, attorney's fees, amounts paid
or to be paid in settlement and excise taxes or penalties imposed on fiduciaries
with respect to (i) employee benefit plans, (ii) charitable organizations or
(iii) similar matters) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer or employee and shall inure to the benefit
of his or her heirs, executors and administrators; provided, however, that the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person (other
than pursuant to subsection 5.3b of this Article EIGHTH) only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this subsection 5.3a of Article EIGHTH
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this subsection 5.3a of Article EIGHTH or otherwise.
5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article EIGHTH is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
5.3c. Miscellaneous. The provisions of this Section 5.3 of Article EIGHTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter
commenced, and shall be retroactive to cover acts or omissions or alleged acts
or omissions which heretofore have taken place. If any part of this Section 5.3
of Article EIGHTH should be found to be invalid or ineffective in any
proceeding, the validity and effect of the remaining provisions shall not be
affected.
5.3d. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article EIGHTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3e. Insurance. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
5.3f. Indemnification of Agents of the Corporation. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
agent of the corporation to the fullest extent of the provisions of this Section
5.3 of Article EIGHTH with respect to the indemnification and advancement of
expenses of directors, officers and employees of the corporation.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities issued or guaranteed
by Ford, the underwriters have agreed to indemnify Ford, each officer and
director of Ford and each person, if any, who controls Ford within the meaning
of the 1933 Act, against certain liabilities, including liabilities under the
1933 Act.
Pursuant to most of Ford's employee benefit plans, including the Deferred
Compensation Plan, the Annual Incentive Compensation Plan, the Savings and Stock
Investment Plan, and the Long-Term Incentive Plans, directors, officers and
employees of Ford are indemnified against all loss, cost, liability or expense
resulting from any claim, action, suit or proceeding in which such persons are
involved by reason of any action taken or failure to act under such plans.
Ford is insured for liabilities it may incur pursuant to its Restated
Certificate of Incorporation relating to the indemnification of its directors,
officers and employees. In addition, directors, officers and certain key
employees are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford's Restated Certificate of Incorporation.
Item 8. Exhibits.
Exhibit 4.1 - The Hertz Corporation Long-Term Equity Compensation Plan,
amended and restated as of August 25, 1997. Filed as Exhibit
4(a) to Registration Statement No.333-32543 and incorporated
herein by reference.
Exhibit 4.2 - Amendments to The Hertz Corporation Long-Term Equity
Compensation Plan, effective as of March 9, 2001. Filed with
this Registration Statement.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No.333-37396 and incorporated
herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed as Exhibit
24.2 to Registration Statement No.333-56660 and incorporated
herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No.333-37396 and incorporated
herein by reference.
Item 9. 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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.
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 Dearborn, State of Michigan, on this 26th day of
March, 2001.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
------------------------------------
(William Clay Ford, Jr.)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
William Clay Ford, Jr.* Director, Chairman of the
----------------------------- Board and Chairman of the
(William Clay Ford, Jr.) Environmental and Public
Policy Committee, the Finance
Committee and the Nominating
and Governance Committee
Jacques Nasser* Director and President
----------------------------- and Chief Executive Officer
(Jacques Nasser) (principal executive officer)
John R. H. Bond* Director March 26, 2001
-----------------------------
(John R. H. Bond)
Michael D. Dingman* Director and
----------------------------- Chairman of the
(Michael D. Dingman) Compensation
Committee
Edsel B. Ford II* Director
-----------------------------
(Edsel B. Ford II)
William Clay Ford* Director
-----------------------------
(William Clay Ford)
Signature Title Date
--------- ----- ----
Irvine O. Hockaday, Jr.* Director and
----------------------------- Chairman of the
(Irvine O. Hockaday, Jr.) Audit Committee
Marie-Josee Kravis* Director
-----------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director
-----------------------------
(Ellen R. Marram)
Homer A Neal* Director March 26, 2001
-----------------------------
(Homer A. Neal)
Jorma Ollila* Director
-----------------------------
(Jorma Ollila)
Carl E. Reichardt* Director
-----------------------------
(Carl E. Reichardt)
Robert E. Rubin* Director
-----------------------------
(Robert E. Rubin)
John L. Thornton* Director
-----------------------------
(John L. Thornton)
Henry D. G. Wallace* Group Vice President and
----------------------------- Chief Financial Officer
(Henry D. G. Wallace) (principal financial officer)
Signature Title Date
--------- ----- ----
Lloyd E. Hansen* Vice President and
----------------------------- Controller
(Lloyd E. Hansen) (principal accounting officer)
*By:/s/K. S. Lamping
-------------------------
(K. S. Lamping,
Attorney-in-Fact)
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
-------------
Exhibit 4.1 - The Hertz Corporation Long-Term Equity Compensation Plan,
amended and restated as of August 25, 1997. Filed as Exhibit
4(a) to Registration Statement No.333-32543 and incorporated
herein by reference.
Exhibit 4.2 - Amendments to The Hertz Corporation Long-Term Equity
Compensation Plan, effective as of March 9, 2001. Filed with
this Registration Statement.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No.333-37396 and incorporated
herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed as Exhibit
24.2 to Registration Statement No.333-56660 and incorporated
herein by reference.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No.333-37396 and incorporated
herein by reference.