-----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, U7iZiyqIwsRpNChYEOOTyir9yIVZ+d8aaJpxj+nHKeDV9QQ5HpUl4FqDFM4GFoPI WqQbN1X3ErBYcbp8Fgv4KA== 0000732713-01-500035.txt : 20020412 0000732713-01-500035.hdr.sgml : 20020412 ACCESSION NUMBER: 0000732713-01-500035 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011129 EFFECTIVENESS DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLSOUTH CORP CENTRAL INDEX KEY: 0000732713 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581533433 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-13783 FILM NUMBER: 1802337 BUSINESS ADDRESS: STREET 1: 1155 PEACHTREE ST NE STREET 2: ROOM 15G03 CITY: ATLANTA STATE: GA ZIP: 30309-3610 BUSINESS PHONE: 4042492000 MAIL ADDRESS: STREET 1: 1155 PEACHTREE STREET NE CITY: ATLANTA STATE: GA ZIP: 30309-3610 S-8 POS 1 s8dereg13783.txt AMENDMENT NO 1 As filed with the Securities and Exchange Commission on November 28, 2001 Registration No. 333-13783 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ BELLSOUTH CORPORATION (Exact Name of Registrant as Specified in its Charter) A Georgia Corporation (State or Other Jurisdiction of Incorporation or Organization) I.R.S. Employer No. 58-1533433 (I.R.S. Employer Identification Number) 1155 Peachtree St., N.E. Atlanta, Georgia 30309-3610 Telephone Number (404) 249-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------ BellSouth Corporation Compensation Deferral Plan ------------ Agent for Service Ray E. Winborne BellSouth Corporation 15G03 Campanile 1155 Peachtree St., N.E. Atlanta, Georgia 30309-3610 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------ Please send copies of all communications to: Stacey K. Geer BellSouth Corporation 1155 Peachtree St., N.E. Suite 1800 Atlanta, Georgia 30309-3610 ------------ Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the Registration Statement becomes effective. ------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 333-[ ____ ]. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 333-[ ____ ]. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8, may determine. EXPLANATORY NOTE The Registrant hereby deregisters $19,983,333.20 of Compensation Obligations covered by this Registration Statement (File No. 333-13783), which were not issued by the Registrant pursuant to the Registration Statement and related prospectus. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 8. Exhibits 24 Powers of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 authorized, in the City of Atlanta and State of Georgia, on the 28th day of November, 2001. BELLSOUTH CORPORATION BY: /s/ W. Patrick Shannon ---------------------------- W. Patrick Shannon Vice President - Finance and Supply Chain Management Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Principal Executive Officer: F. Duane Ackerman* Chairman of the Board, President and Chief Executive Officer Principal Financial Officer: Ronald M. Dykes* Chief Financial Officer Principal Accounting Officer: W. Patrick Shannon* Vice President - Finance and Supply Chain Management Directors: F. Duane Ackerman* Reuben V. Anderson* James H. Blanchard* J. Hyatt Brown* Armando M. Codina* Kathleen F. Feldstein* James P. Kelly* Joseph M. Magliochetti* John G. Medlin, Jr. * Leo F. Mullin* Eugene F. Murphy* Robin B. Smith* William S. Stavropoulos* * By /s/ W. Patrick Shannon ------------------------- W. Patrick Shannon (individually and as Attorney-in-Fact) November 28, 2001 EX-24 3 s8ex24a13783.txt POWERS OF ATTORNEY Exhibit 24-a POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, each of the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead in each of his respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ F. Duane Ackerman November 16, 2001 - -------------------------------------------- ---------------------------------- F. Duane Ackerman Date Chairman of the Board, President Chief Executive Officer, Director (Principal Executive Officer) /s/ Ronald M. Dykes November 16, 2001 - -------------------------------------------- --------------------------------- Ronald M. Dykes Date Chief Financial Officer (Principal Financial Officer) /s/ W. Patrick Shannon November 16, 2001 - -------------------------------------------- ---------------------------------- W. Patrick Shannon Date Vice President - Finance and Supply Chain Management (Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Reuben V. Anderson November 14, 2001 - --------------------------------------- ----------------------------------- Reuben V. Anderson Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ James H. Blanchard November 21, 2001 - -------------------------------------- ----------------------------------- James H. Blanchard Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ J. Hyatt Brown November 16, 2001 - ------------------------------------- ----------------------------------- J. Hyatt Brown Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Armando M. Codina November 16, 2001 - ---------------------------------------- ----------------------------------- Armando M. Codina Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Kathleen F. Feldstein November 26, 2001 - --------------------------------------- ----------------------------------- Kathleen F. Feldstein Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ James P. Kelly November 16, 2001 - ------------------------------------------- ----------------------------------- James P. Kelly Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Joseph M. Magliochetti November 14, 2001 - ---------------------------------------- ----------------------------------- Joseph M. Magliochetti Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ John G. Medlin, Jr. November 14, 2001 - ------------------------------------------- ----------------------------------- John G. Medlin, Jr. Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Leo F. Mullin November 16, 2001 - --------------------------------- ----------------------------------- Leo F. Mullin Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Eugene F. Murphy November 14, 2001 - --------------------------------------- ----------------------------------- Eugene F. Murphy Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ Robin B. Smith November 19, 2001 - ----------------------------------------- ----------------------------------- Robin B. Smith Date Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a post-effective amendment to Registration Statement No. 33-13783 (the "Registration Statement") to deregister the Compensation Obligations previously registered pursuant to the BellSouth Corporation Compensation Deferral Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints Linda S. Harty, W. Patrick Shannon and James N. Young, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements or amendments or supplements thereto, to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all 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 hereunto set his hand on the date indicated. /s/ William S. Stavropoulos November 19, 2001 - --------------------------------------------- ---------------------------------- William S. Stavropoulos Date Director -----END PRIVACY-ENHANCED MESSAGE-----