-----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, LuVTaOhxDKpHqAdoco8dOzuDRVkToqk4UUqoBFcu8CigOX42H5q81LTVUP7R4eoD xRYJo3SuZBQ5S7Ti2R5ayA== /in/edgar/work/20000810/0000005907-00-000029/0000005907-00-000029.txt : 20000921 0000005907-00-000029.hdr.sgml : 20000921 ACCESSION NUMBER: 0000005907-00-000029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000810 EFFECTIVENESS DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43438 FILM NUMBER: 691338 BUSINESS ADDRESS: STREET 1: 295 NO MAPLE AVENUE CITY: BASKINGRIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 295 NO MAPLE AVENUE CITY: BASKINGRIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt AT&T AWE S-8 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- AT&T CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) New York 13-4924710 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 32 Avenue of the Americas New York, New York 10013-2412 (Address of Principal Executive Offices) (Zip Code) AT&T LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES AT&T LONG TERM SAVINGS AND SECURITY PLAN AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES AT&T LONG TERM SAVINGS PLAN AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO AT&T WIRELESS SERVICES 401(K) RETIREMENT PLAN (Full titles of the plans) -------------------------- MARILYN J. WASSER, ESQ. VICE PRESIDENT - LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NJ 07920 (Name and Address of Agent for Service) (908) 221-2000 (Telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ + + Proposed + Proposed + + + maximum + maximum + Title of + Amount + offering + aggregate + Amount of securities to + to be + price + offering + registration be registered + registered + per share* + price* + fee =============================================================================== AT&T + + + + Wireless + + + + Group Common + + + + Stock, par + 60,000,000 + $25.8438 + $1,550,628 + $409,366 value $1.00 + shares + + + per share + + + + =============================================================================== *Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low sale prices of AT&T Wireless Group Common Stock, par value $1.00 per share, on the New York Stock Exchange on August 9, 2000. Pursuant to Rule 416(a) of the Securities Act, this registration statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the plans (the "Plans") listed above. In addition, pursuant to Rule 416(c) of the Securities Act, this registration statement shall be deemed to register an indeterminate amount of interests to be offered or sold pursuant to the Plans. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. Plan Information.* ITEM 2. Registrant Information and Employee Plan Annual Information.* * As permitted by Rule 428 under the Securities Act, this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this registration statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this registration statement or as prospectus or prospectuses supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by AT&T with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1999; (2) The description of AT&T Wireless Group Common Stock contained and incorporated by reference in AT&T's Registration Statements on Form 8-A dated April 24, 2000; (3) Prospectus, dated April 27, 2000, filed pursuant to Rule 424(b)(1); (4) AT&T's Quarterly Report on Form 10-Q for the period ending March 31, 2000; (5) AT&T's Current Reports on Form 8-K filed January 6, 2000, January 14, 2000, March 13, 2000, March 17, 2000, March 27, 2000, March 27, 2000, April 4, 2000, April 24, 2000, May 5, 2000 and June 15, 2000; (5) Annual Reports for the Plans on Form 11-K for the year ended December 31, 1999. All documents, filed subsequent to the date hereof by AT&T with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from their respective dates offiling (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made hereby is in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference herein or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed Incorporated Document 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 hereof. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. As of July 29, 2000, Robert S. Feit, General Attorney and Assistant Secretary of registrant owned 5035 shares of AT&T common stock (including restricted shares) and had options to purchase an additional 33,750 shares AT&T common stock. Mr. Feit is eligible to participate in the AT&T Long Term Savings Plan for Management Employees. Item 6. Indemnification of Directors and Officers. Pursuant to the statutes of the State of New York, a director or officer of a corporation is entitled, under specified circumstances, to indemnification by the corporation against reasonable expenses, including attorney's fees, incurred by him/her in connection with the defense of a civil or criminal proceeding to which he/she has been made, or threatened to be made, a party by reason of the fact that he/she was such director or officer. In certain circumstances, indemnity is provided against judgments, fines and amounts paid in settlement. In general, indemnification is available where the director or officer acted in good faith, for a purpose he/she reasonably believed to be in the best interests of the corporation. Specific court approval is required in some cases. The foregoing statement is subject to the detailed provisions of Sections 715, 717 and 721-725 of the New York Business Corporation Law ("BCL"). The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of shareholders, (ii) a resolution of directors or (iii) an agreement providing for such indemnification, to the fullest extent permitted by applicable law, to provide indemnification and to advance expenses to its directors and officers in respect of claims, actions, suits or proceedings based upon, arising from, relating to or by reason of the fact that any such director or officer serves or served in such capacity with AT&T or at the request of AT&T in any capacity with any other enterprise. AT&T has entered into contracts with its officers and directors, pursuant to the provisions of BCL Section 721, by which it will be obligated to indemnify such persons, to the fullest extent permitted by the BCL, against expenses, fees, judgments, fines and amounts paid in settlement in connection with any present or future threatened, pending or completed action, suit or proceeding based in any way upon or related to the fact that such person was an officer or director of AT&T or, at the request of AT&T, an officer, director or other partner, agent, employee or trustee of another enterprise. The contractual indemnification so provided will not extend to any situation where a judgment or other final adjudication adverse to such person establishes that his/her acts were committed in bad faith or were the result of active and deliberate dishonesty or that there inured to such person a financial profit or other advantage. The directors and officers of AT&T are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See Exhibit Index. In accordance with the requirements of Item 8(b) of Part II of Form S-8, the Registrant will submit or has submitted the Plans, and any amendments thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS to qualify the Plans. Item 9. Undertakings. (1) The undersigned registrant hereby undertakes 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 this 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 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 1(i) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is 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 this registration statement. (2) The undersigned registrant hereby undertakes 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) The undersigned registrant hereby undertakes 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. (4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under 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 SEC 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, 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. II-2 SIGNATURES 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 Town of Basking Ridge, State of New Jersey, on the 10th day of August, 2000. AT&T CORP. By: /s/ Edward M. Dwyer ---------------------- Name: Edward M. Dwyer Title: Vice President and Treasurer 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 CAPACITY PRINCIPAL EXECUTIVE OFFICER: C. Michael Armstrong* Chairman and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: Charles H. Noski* Senior Executive Vice President and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: Nicholas S. Cyprus* Vice President and Controller DIRECTORS C. Michael Armstrong* Kenneth T. Derr* M. Kathryn Eickhoff* Walter Y. Elisha* George M. C. Fisher* Donald V. Fites* Amos B. Hostetter* Ralph S. Larsen* Donald F. McHenry* John C. Malone* Louis A. Simpson* Michael I. Sovern* Sanford I. Weill* John D. Zeglis* * By: /s/ Edward M. Dwyer --------------------- Edward M. Dwyer (Attorney-In-Fact) August 10, 2000 II-3 Pursuant to the requirements of the Securities Act of 1933, the persons who administer the Plans have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Morristown, State of New Jersey, on the 10th day of August, 2000. AT&T LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES AT&T LONG TERM SAVINGS AND SECURITY PLAN AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES AT&T LONG TERM SAVINGS PLAN AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO AT&T WIRELESS SERVICES 401(K) RETIREMENT PLAN By: /s/ Joanne Sisto ---------------------------- Name: Joanne Sisto Title: Administrator II-4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 4.1 Restated Certificate of Incorporation of the registrant filed January 10, 1989, Certificate of Correction of the Registrant filed June 8, 1989, Certificate of Change to Restated Certificate of Incorporation dated March 18, 1992, Certificate of Amendment to Restated Certificate of Incorporation dated June 1, 1992, Certificate of Amendment to the Certificate of Incorporation dated April 20, 1994, Certificate of Amendment of the Registrant filed June 8, 1998 and Certificate of Amendment of the Registrant filed March 9, 1999 (filed as Exhibit (3)a to the Registrant's Form 10-K for 1998 (File No. 1-1105) and incorporated herein by reference). 4.2 Form of Certificate of Amendment of the Certificate of Incorporation of the Registrant (filed as Exhibit A to the Registrant's Proxy Statement on Schedule 14A, dated January 26, 2000, and incorporated herein by reference). 4.3 By-Laws of the Registrant, as amended March 17, 1999 (filed as Exhibit (3)b to the Registrant's Form 10-K for 1998 (File No. 1-1105) and incorporated herein by reference). 4.4 Form of By-Law Amendment of the Registrant (filed as Exhibit B to the Registrant's Proxy Statement on Schedule 14A, dated January 26, 2000, and incorporated herein by reference). 5 Opinion of Robert S. Feit, General Attorney and Assistant Secretary of the registrant, as to the legality of the securities to be issued 23.1.1 Consent of PricewaterhouseCoopers LLP 23.1.2 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of KPMG LLP 23.4 Consent of Robert S. Feit is contained in the opinion of counsel filed as Exhibit 5 24.1 Power of Attorney of Louis A. Simpson. Powers of Attorney executed by officers and other directors who signed this registration statement were filed as Exhibit 24.1 to the Registrant's Post- Effective Amendment No. 1 to Form S-8, filed June 30, 2000 (registration no. 333-87935, and incorporated herein by reference). EX-5 2 0002.txt EXHIBIT 5 Exhibit 5 295 North Maple Ave. Basking Ridge, NJ 07920 August 10, 2000 AT&T Corp. 32 Avenue of the Americas New York, NY 10013 Dear Sirs: With reference to the registration statement on Form S-8 which AT&T Corp.(the "Company") proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering 60,000,000 shares of AT&T Wireless Group Common Stock (par value $1 per share) (the "Shares") which may be offered and sold by the Company under the AT&T Long Term Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan, AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees, AT&T Long Term Savings Plan - San Francisco and AT&T Wireless Services 401(k) Retirement Plan (collectively, the "Plans"), which Shares, under the terms of the Plans may be authorized and unissued shares or treasury shares, I am of the opinion that: 1. the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; 2. all proper corporate proceedings have been taken so that any Shares to be offered and sold which are newly issued have been duly authorized and, upon sale and payment therefor in accordance with the Plans and the resolutions of the Board of Directors relating to the offering and sale of common shares thereunder, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the SEC in connection with the registration statement referred to above. Very truly yours, /s/ Robert S. Feit --------------------- Robert S. Feit EX-23.1.1 3 0003.txt EXHIBIT 23.1.1 Exhibit 23.1.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 9, 2000 relating to the consolidated financial statements, which appears in the 1999 Annual Report to Shareholders of AT&T Corp., which is incorporated by reference in AT&T Corp.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated March 9, 2000 relating to the consolidated financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our reports dated June 22, 2000 relating to the financial statements, which appear in the Annual Reports of the AT&T Long-Term Savings Plan, AT&T Long-Term Savings and Security Plan, AT&T Long-Term Savings Plan for Management Employees, AT&T of Puerto Rico, Inc. Long-Term Savings and Security Plan, AT&T of Puerto Rico, Inc. Long-Term Savings Plan for Management Employees and the AT&T Retirement Savings and Profit Sharing Plans on Forms 11-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP New York, New York August 10, 2000 EX-23.1.2 4 0004.txt EXHIBIT 23.1.2 Exhibit 23.1.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AT&T Corp., of our report dated March 17, 2000 relating to the combined financial statements of AT&T Wireless Group, which appears in AT&T Corp.'s Current Report on Form 8-K filed on March 17, 2000. PricewaterhouseCoopers LLP New York, New York August 10, 2000 EX-23.2 5 0005.txt EXHIBIT 23.2 Exhibit 23.2 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 report dated February 28, 2000 included in MediaOne Group, Inc.'s consolidated financial statements for the year ended December 31, 1999, filed in AT&T Corp.'s Form 8-K dated March 27, 2000. Arthur Andersen LLP Denver, Colorado August 10, 2000 EX-23.3 6 0006.txt EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors AT&T Corp. We consent to the incorporation by reference in the registration statement on Form S-8, relating to the AT&T Long Term Savings Plan for Management Employees and other plans noted therein, of our report dated February 29, 2000, relating to the combined balance sheets of Liberty Media Group (" New Liberty" or "Successor") as of December 31, 1999 and of Liberty Media Group ("Old Liberty" or "Predecessor") as of December 31, 1998, and the related combined statements of operations and comprehensive earnings, equity and cash flows for the period from March 1, 1999 to December 31, 1999 (Successor period) and from January 1, 1999 to February 28, 1999 and for each of the years in the two-year period ended December 31, 1998 (Predecessor periods), which report appears as an exhibit in the annual report on Form 10-K of AT&T Corp. dated March 27, 2000. Our report dated February 29, 2000 refers to the fact that the financial statements should be read in conjunction with the consolidated financial statements of AT&T Corp. The report of KPMG LLP, dated February 29, 2000 contains an explanatory paragraph that states that effective March 9, 1999, AT&T Corp., the owner of the assets comprising New Liberty, acquired Tele-Communications, Inc., the owner of the assets comprising Old Liberty, in business combination accounted for as a purchase. As a result of the acquisition, the combined financial information for the periods after the acquisition is presented on a different basis than that for the periods before the acquisition and, therefore, is not comparable. KPMG LLP Denver, Colorado August 8, 2000 EX-24.1 7 0007.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a registration statement or registration statements with respect to up to 60 million shares of AT&T Wireless Group Common Stock to be offered under the various Company 401(k) Savings Plans including, without limitation, AT&T Long Term Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan, AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan, AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees, AT&T Long Term Savings Plan, AT&T Long Term Savings Plan - San Francisco, AT&T Wireless Services 401(k) Retirement Plan, GRC International Employees' Deferred Income Plan and MediaOne Group 401(k) Savings Plan; and WHEREAS, the Company proposes to file amendments with the Commission under the Act to existing registration statements with respect to AT&T Common Stock and Liberty Media Group Class A Common Stock to add additional Company 401(k) Savings Plans to such registration statements including, without limitation, AT&T Long Term Savings Plan - San Francisco, AT&T Wireless Services 401(k) Retirement Plan, GRC International Employees' Deferred Income Plan and MediaOne Group 401(k) Savings Plan; and WHEREAS, the Company, proposes to file with Commission, under the provisions of the Act, a registration statement or statements with respect to up to an additional 30 million shares of AT&T Common Stock to be offered under the Company's 1997 Long Term Incentive Plan, as amended; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements and amendments to existing registration statements with respect to the above-described common shares, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 19th day of July, 2000. /s/ Louis A. Simpson --------------------------- Louis A. Simpson Director -----END PRIVACY-ENHANCED MESSAGE-----