Registration No. 333-
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As filed with the Securities and Exchange Commission on November 19, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED STATES LIME & MINERALS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-0789226
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
13800 MONTFORT DRIVE, SUITE 330
DALLAS, TEXAS 75240
Address of principal executive offices) (Zip Code)
UNITED STATES LIME & MINERALS, INC. 1992 STOCK OPTION PLAN,
AS AMENDED AND RESTATED
(Full title of the plan)
TIMOTHY W. BYRNE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITED STATES LIME & MINERALS, INC.
13800 MONTFORT DRIVE, SUITE 330
DALLAS, TEXAS 75240
(Name and address of agent for service)
(972) 991-8400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to be Amount to be registered offering price aggregate Amount of
registered (1) per share offering price registration fee
------------------------- ----------------------- ---------------- ---------------- ----------------
Common Stock,
par value $0.10 per share 30,000 $5.50(2) $165,000(2) $15.18
------ ----- -------- ------
69,000 $8.00(2) $552,000(2) $50.78
------ ----- -------- ------
1,000 $3.86(3) $ 3,860(3) $ 0.36
------ ----- -------- ------
Total registration fee $66.32
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), the number of shares of Common Stock being
registered shall be adjusted to include any additional shares which may
become issuable as a result of stock splits, stock dividends, or
similar transactions in accordance with the anti-dilution provisions of
the United States Lime & Minerals, Inc. 1992 Stock Option Plan, as
Amended and Restated (the "1992 Plan").
(2) Computed pursuant to Rule 457(h) of the Securities Act for the purpose
of calculating the registration fee, on the basis of the price at which
outstanding options may be exercised.
(3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act
solely for purposes of calculating the registration fee, on the basis
of the average of the high and low per share sales prices of the shares
on November 15, 2002 as reported in the Nasdaq National Market.
As permitted by Rule 429 under the Securities Act, the prospectus included in
this registration statement also serves as an updated prospectus for the
Company's registration statement on Form S-8 with respect to the 1992 Plan,
filed on March 30, 1995, file number 033-58311.
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UNITED STATES LIME & MINERALS, INC.
149,000 SHARES
COMMON STOCK
($0.10 PAR VALUE PER SHARE)
This Prospectus relates to an aggregate of up to 149,000 shares (the
"Shares") of common stock, $0.10 par value per share (the "Common Stock"), of
United States Lime & Minerals, Inc., a Texas corporation (the "Company"), which
may be offered for sale from time to time by the selling shareholders named
herein or to be named in the future by means of supplements to the Prospectus.
The Shares offered hereby have been or will have been acquired upon exercise of
options granted under the Company's 1992 Stock Option Plan, as Amended and
Restated (the "1992 Plan").
The selling shareholders and certain broker-dealers that participate in
the offer and sale of the Shares on behalf of selling shareholders may be deemed
to be "underwriters" for purposes of the Securities Act of 1933, as amended (the
"Securities Act"), in which case commissions and profits received by such
broker-dealers may be deemed to be underwriting commissions and discounts under
the Securities Act. See "PLAN OF DISTRIBUTION." The Company will pay all
expenses incident to the offering and sale of the Shares to the public other
than commissions and discounts of underwriters, dealers, or agents. The Company
will not receive any proceeds from the sale of the Shares by the selling
shareholders.
There is no assurance that any of the selling shareholders will sell
any of the Shares or that all of the Shares will be sold. The Company's Common
Stock trades in the Nasdaq National Market under the symbol USLM. On November
15, 2002, the closing price of the Company's Common Stock was $3.86 per share in
the Nasdaq National Market.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is November 19, 2002.
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No person has been authorized in connection with the offering made
hereby to give any information or to make any representation other than those
contained in, or incorporated by reference into, this Prospectus and, if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the Shares offered hereby, nor
shall there be any sale of the Shares, to any person in any jurisdiction in
which it is unlawful to make such offer, solicitation, or sale. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
information herein or the affairs of the Company since the date of this
Prospectus.
TABLE OF CONTENTS
Available Information .......................................................3
Documents Incorporated by Reference .........................................4
General Information .........................................................5
Selling Shareholders ........................................................5
Use of Proceeds .............................................................5
Plan of Distribution ........................................................5
Experts .....................................................................7
AVAILABLE INFORMATION
The Company files periodic reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
documents concerning the Company are available online through the Commission's
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR), located on
the Commission's web site at http://www.sec.gov, and can also be inspected and
copied, at prescribed rates, during normal business hours at the Commission's
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room.
The Company has filed with the Commission a registration statement on
Form S-8 (of which this Prospectus is a part) under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in the registration statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
3
DOCUMENTS INCORPORATED BY REFERENCE
The Commission allows the Company to incorporate by reference into this
Prospectus some of the information that we have filed with the Commission
pursuant to the Exchange Act. The following documents are incorporated by
reference and are deemed to be a part of this Prospectus:
o Our Annual Report on Form 10-K for the year ended December 31,
2001;
o Our Quarterly Reports on Form 10-Q for the periods ended March
31, 2002, June 30, 2002 and September 30, 2002; and
o The description of the Company's Common Stock contained in the
registration statement on Form 8-A (File No. 0-4197) that we
filed with the Commission on December 4, 1969, including any
amendment or report filed for the purpose of updating such
description.
All documents that we file with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents.
Any statement contained herein or in a document incorporated by
reference into this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that it is modified or superseded by a
statement contained in a subsequently filed document which also is incorporated
by reference into this Prospectus. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide free of charge to each person to whom a copy
of this Prospectus has been delivered, upon the oral or written request of such
person, a copy of the documents that have been or may be incorporated by
reference into this Prospectus (other than exhibits to such documents, unless
the exhibit is specifically incorporated by reference to such documents).
Requests should be directed to:
United States Lime & Minerals, Inc.
13800 Montfort Drive, Suite 330
Dallas, Texas 75240
Attention: Secretary
(972) 991-8400
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GENERAL INFORMATION
The business of the Company is the production and sale of lime and
limestone products. The Company's executive offices are located at 13800
Montfort Drive, Suite 330, Dallas, Texas 75240, and its telephone number is
(972) 991-8400.
SELLING SHAREHOLDERS
This Prospectus relates to shares of Common Stock that the selling
shareholders have acquired or will acquire upon the exercise of options granted
under the 1992 Plan. Each of the selling shareholders is a director or executive
officer of the Company. The Shares to which this Prospectus relates may be
"control securities" within the meaning of General Instruction C to Form S-8.
Neither the statements in this Prospectus or in the related registration
statement, nor the delivery of this Prospectus in connection with the
disposition of Shares by any of the selling shareholders, will be an admission
by the Company or any of the selling shareholders that the selling shareholder
is in a control relationship with the Company.
The table attached as Annex A sets forth, with respect to the selling
shareholders and based on the information available to us as of the date
thereof, the name of each selling shareholder, the nature of any position,
office, or other material relationship which the selling shareholder has had
within the past three years with the Company and its affiliates, the number of
shares of Common Stock owned by each selling shareholder prior to the offering,
the number of Shares available for resale under this Prospectus, and the number
of shares and percentage of our outstanding Common Stock to be owned by each
selling shareholder after giving effect to this offering. We do not know whether
any of the selling shareholders will sell any or all of the Shares offered by
this Prospectus. The inclusion of Shares in the table in Annex A does not
constitute a commitment to sell any Shares by any of the selling shareholders
named therein.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any
of the Shares by the selling shareholders.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the selling shareholders or
by their respective pledgees, donees, transferees, or other successors in
interest. Such sales may be made in the Nasdaq National Market, otherwise in the
over-the-counter market, on one or more securities exchanges, or otherwise at
prices and at terms then prevailing, at prices related to the then-current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following methods, without limitation:
o Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
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o A block trade in which the broker-dealer so engaged will
attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
o Purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus;
o An exchange distribution in accordance with the rules of such
exchange; and
o Face-to-face transactions between sellers and purchasers with
or without a broker-dealer.
In effecting sales of the Shares, broker-dealers engaged by the selling
shareholders may arrange for the participation of other broker-dealers.
Broker-dealers may receive compensation in the form of underwriting discounts,
concessions, or commissions from the selling shareholders in amounts to be
negotiated immediately prior to the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
Once the Company has been notified by a selling shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, exchange or secondary distribution, or a purchase
by a broker-dealer, a supplement to the Prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing: the participating
broker-dealer(s); the number of Shares involved; the price at which such Shares
were sold; the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; that such broker-dealer(s) did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus (as supplemented); and other facts material to the
transaction.
In addition to any sales of Shares under this Prospectus, the selling
shareholders may, at the same time, sell any shares of Common Stock owned by
them, including Shares covered by this Prospectus, pursuant to Rule 144 under
the Securities Act.
There is no assurance that the selling shareholders will sell any or
all of the Shares offered hereby.
The Company will pay all expenses incident to the offering and sale of
the Shares pursuant to this Prospectus other than commissions and discounts of
underwriters, dealers, or agents.
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EXPERTS
The consolidated financial statements of United States Lime & Minerals,
Inc. appearing in United States Lime & Minerals, Inc.'s Annual Report (Form
10-K) for the year ended December 31, 2001, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein by reference in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given on the authority of
such firm as experts in accounting and auditing.
ANNEX A
The following table sets forth, as of November 15, 2002, the name of
each selling shareholder, the nature of any position, office, or other material
relationship which the selling shareholder has had within the past three years
with the Company and its affiliates, the number of shares of Common Stock owned
by each selling shareholder prior to the offering described in this Prospectus,
the number of Shares that may be offered and sold for each selling shareholder's
account pursuant to this Prospectus, and the number of shares and percentage of
our outstanding Common Stock to be owned by each selling shareholder after
completion of the offering.
Common Stock to be Owned After This Offering
Common Stock Owned Shares to be Sold -----------------------------------------------
Name and Position Before This Offering in This Offering Number of Shares Percent of Outstanding(4)
------------------------- ----------------------- -------------------- --------------------- -------------------------
Timothy W. Byrne,
President and Chief
Executive Officer,
Director 96,000(1)(2)(3) 42,000 54,000(2)(3) (5)
Johnney G. Bowers,
Vice President --
Manufacturing 22,000(1)(2) 22,000 0(2) (5)
Billy R. Hughes,
Senior Vice President --
Sales & Marketing 57,542(1)(2) 52,000 5,452(2) (5)
Richard D. Murray,
Vice President and
Plant Manager for
Texas Lime Company,
since March 2001;
Vice President --
Engineering, May
1995 to March 2001 33,000(1)(2) 33,000 0(2) (5)
(1) This number includes shares owned directly, and shares subject to
unexercised options awarded under the 1992 Plan and to be sold in this
offering.
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(2) This number does not include 6,845, 493, 3,860 and 500 shares allocated
to Messrs. Byrne, Bowers, Hughes and Murray, respectively, under the
Company's Employee Stock Ownership Plan, which was merged with the
Company's 401(k) profit-sharing plan effective July 31, 1999.
(3) This number includes 50,000 shares subject to unexercised options
awarded under the Company's 2001 Long-Term Incentive Plan.
(4) This percentage is based upon 5,799,845 shares of Common Stock
outstanding as of November 15, 2002.
(5) Less than 1%.
Each of the selling shareholders named above may be deemed to be an
"affiliate" of the Company, as that term is defined under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to Rule 428 and Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to Rule 428 and Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference and are deemed to
be a part of this registration statement:
o Our Annual Report on Form 10-K for the year ended December 31,
2001;
o Our Quarterly Reports on Form 10-Q for the periods ended March
31, 2002, June 30, 2002 and September 30, 2002; and
o The description of the Company's Common Stock contained in the
registration statement on Form 8-A (File No. 0-4197) that we
filed with the Commission on December 4, 1969, including any
amendment or report filed for the purpose of updating such
description.
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All documents that we file with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all of the shares of Common Stock offered hereby have been
sold or which deregisters all such shares then remaining unsold shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated by
reference into this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that it is
modified or superseded by a statement contained in a subsequently filed document
which also is incorporated by reference into this registration statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2.02-1 of the Texas Business Corporation Act, as amended,
authorizes the Company to indemnify our officers and directors and certain other
persons in certain instances. In addition, Section 2.02-1 and our Bylaws require
that we indemnify any director or officer against reasonable expenses he incurs
in connection with a wholly successful defense of a proceeding in which he is a
named defendant or respondent because he is or was a director or officer. This
indemnification will only occur with the determination that the person (i)
conducted himself in good faith, (ii) reasonably believed, in the case of
conduct in his official capacity as our director or officer, that his conduct
was in our best interests and, in all other cases, that his conduct was at least
not opposed to our best interests, and (iii), in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
However, if the director or officer is found liable to us or is found liable on
the basis that personal benefit was improperly received, the indemnification
shall be limited to reasonable expenses actually incurred in connection with the
proceeding and shall not be made in respect of any proceeding in which the
person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the Company. Indemnification shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to us.
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Section 2.02-1 and our Bylaws generally require determinations that the
person to be indemnified has satisfied the prescribed conduct and belief
standards, as determined by directors who are not themselves then named
defendants or respondents in the proceeding, by a special legal counsel selected
by the Board of Directors or a committee thereof, or by shareholders in a vote
that excludes the shares held by directors and officers who are named defendants
or respondents in the proceeding.
The Bylaws further require us to pay or reimburse expenses incurred by
a director or officer in connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named defendant or
respondent in the proceeding. We must also advance reasonable expenses to a
director or officer upon receipt of a good faith affirmation by him that he has
met the standard of conduct necessary for indemnification and a written
undertaking to repay such advances if it is ultimately determined that he has
not met those requirements.
The Bylaws permit us to indemnify and advance expenses to an officer,
employee, or agent to such further extent as may be consistent with law,
including persons serving another entity in various capacities at our request.
The Bylaws also authorize us to purchase and maintain insurance or make other
arrangements on behalf of directors, officers, employees, and agents against or
in respect of liabilities.
Any indemnification of or advance of expenses to a director under the
Bylaws or any statute must be reported in writing to shareholders not later than
the notice of the next shareholders' meeting or the next submission to
shareholders of a consent to action without a meeting and, in any event, within
the 12-month period immediately following the indemnification or advance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
registration statement.
EXHIBIT DESCRIPTION
------- -----------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as
Exhibit 5.1 to this registration statement).
24.1 Power of Attorney (included on the signature page of this registration
statement).
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(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.
(b) That, for the purpose of determining any liability under the
Securities Act; each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 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 the time shall be deemed
to be the initial bona fide offering thereof.
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 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
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act, United States Lime
& Minerals, Inc. 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 Dallas, State of Texas, on the 18th day of
November, 2002.
UNITED STATES LIME & MINERALS, INC.
By: /s/ Timothy W. Byrne
--------------------------------------------
Name: Timothy W. Byrne
Title: President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Timothy W.
Byrne as his true and lawful attorney-in-fact, with full power of substitution
and resubstitution, with the authority to execute in the name of each such
person, and to file with the Commission, together with any exhibits thereto and
other documents therewith, any and all amendments (including post-effective
amendments) to this registration statement, and any registration statements
filed pursuant to General Instruction E to Form S-8 in respect of this
registration statement and any and all amendments thereto (including
post-effective amendments and all other related documents) necessary or
advisable to enable the registrant to comply with the Securities Act, and any
rules, regulations and requirements of the Commission in respect thereof, which
amendments or registration statements may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
/s/ Timothy W. Byrne President and Chief Executive November 15, 2002
--------------------------- Officer, Director (Principal
Timothy W. Byrne Executive Officer)
/s/ M. Michael Owens Vice President and Chief November 15, 2002
--------------------------- Financial Officer
M. Michael Owens (Principal Financial Officer)
/s/ Edward A. Odishaw Director and Chairman of the Board November 15, 2002
---------------------------
Edward A. Odishaw
/s/ Antoine M. Doumet Director and Vice Chairman of the Board November 15, 2002
---------------------------
Antoine M. Doumet
/s/ Wallace G. Irmscher Director November 15, 2002
---------------------------
Wallace G. Irmscher
/s/ Richard W. Cardin Director November 15, 2002
---------------------------
Richard W. Cardin
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EXHIBIT INDEX
Exhibit Description
------- -----------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 to this registration statement).
24.1 Power of Attorney (included on the signature page of this
registration statement).
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