AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2002
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE GOODYEAR TIRE & RUBBER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0253240
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1144 EAST MARKET STREET 44316-0001
AKRON, OHIO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
2002 PERFORMANCE PLAN OF
THE GOODYEAR TIRE & RUBBER COMPANY
(FULL TITLE OF THE PLAN)
C. THOMAS HARVIE, ESQ., SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(330) 796-2121
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------
CALCULATION OF REGISTRATION FEE
================================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(1) PER SHARE(2) PRICE(2) FEE
--------------------------------------- ------------------ ----------------- -------------------- --------------
Common Stock, Without Par Value
(including Preferred Stock Purchase 12,000,000
Rights)........... shares $15.96 $191,520,000 $17,620
================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement shall cover such additional shares as may
hereinafter be offered or issued from stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the Registration Fee
pursuant to Rule 457(c), based on the average of the high and low sale
prices per share of Registrant's Common Stock on July 24, 2002, on the
New York Stock Exchange Consolidated Transactions Tape.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore or hereafter filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of
1933, as amended (the "Securities Act"), by The Goodyear Tire & Rubber Company
(the "Registrant") are, as of their respective dates, incorporated in this
Registration Statement by reference and made a part hereof:
(1) Registrant's Annual Report on Form 10-K for the fiscal year of
Registrant ended December 31, 2001 (File No. 1-1927).
(2) Registrant's definitive Proxy Statement dated February 26,
2002, for its Annual Meeting of Shareholders held on April 15,
2002.
(3) Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002, as amended by Registrant's Form 10-Q/A
Amendment No. 1, dated June 19, 2002.
(4) The description of the Common Stock of Registrant in the
Registration Statement on Form 10 filed pursuant to the
Exchange Act, and all amendments and reports filed for the
purpose of updating such description.
(5) Registrant's Registration Statement on Form 8-A dated June 11,
1996 relating to the registration of Preferred Stock Purchase
Rights, as amended by Amendment No. 1 to the Form 8-A dated
May 2, 2002, including the Amended and Restated Rights
Agreement as of April 15, 2002 filed as Exhibit 2 thereto.
(6) All documents filed by Registrant or the Plan with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration
Statement on Form S-8 and prior to the filing of a
post-effective amendment to this Registration Statement on
Form S-8 which indicates that all Securities offered pursuant
to this Registration Statement have been sold or which
deregisters all securities remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement
and to be a part hereof on and from the date of filing of such
documents.
Any statements contained in this Registration Statement or in a
document incorporated, or deemed to be incorporated, by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or incorporated herein
by reference, or in any other subsequently filed document that also is or is
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deemed to be incorporated by reference herein, modifies or supersedes such
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.
Article V of the Code of Regulations of Registrant concerns
indemnification of the Registrant's directors and officers and provides as
follows:
INDEMNIFICATION
"The Company shall indemnify each person who is or was a director,
officer or employee of the Company, or of any other corporation which he served
as such at the request of the Company, against any and all liability and
reasonable expense that may be incurred by him in connection with or resulting
from any claim, action, suit or proceeding (whether brought by or in the right
of the Company or such other corporation or otherwise), civil or criminal, or in
connection with an appeal relating thereto, in which he may become involved, as
a party or otherwise, by reason of his being or having been a director, officer,
or employee of the Company or of such other corporation, or by reason of any
past or future action taken or not taken in his capacity as such director,
officer, or employee, whether or not he continues to be such at the time such
liability or expense is incurred, provided such person acted, in good faith, in
what he reasonably believed to be the best interests of the Company or such
other corporation, as the case may be, and, in addition, in any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
As used in this Article, the terms "liability" and "expense" shall include, but
shall not be limited to, counsel fees and disbursements and amounts of
judgments, fines, or penalties against, and amounts paid in settlement by, a
director, officer, or employee, other than amounts paid to the Company itself or
to such other corporation served at the Company's request. The termination of
any claim, action, suit, or proceeding, civil or criminal, by judgment,
settlement (whether with or without court approval) or conviction or upon a plea
of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer, or employee did not meet the standards of
conduct set forth in the first sentence of this Article. Any such director,
officer, or employee referred to in this Article who has been wholly successful,
on the merits or otherwise, with respect to any claim, action, suit or
proceeding of the character described herein shall be entitled to
indemnification as of right. Except as provided in the preceding sentence, any
indemnification hereunder shall be made at the discretion of the Company, but
only if (1) the Board, acting by a quorum consisting of directors who are not
parties to (or who
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have been wholly successful with respect to) such claim, action, suit, or
proceeding, shall find that the director, officer, or employee has met the
standards of conduct set forth in the first sentence of this Article, or (2)
independent legal counsel (who may be the regular counsel of the Company) shall
deliver to it their written advice that, in their opinion, such director,
officer, or employee has met such standards. Expense incurred with respect to
any such claim action, suit, or proceeding may be advanced by the Company prior
to the final disposition thereof upon receipt of an undertaking by or on behalf
of the recipient to repay such amount unless it shall ultimately be determined
that he is entitled to indemnification under this Article. The rights of
indemnification provided in this Article shall be in addition to any rights to
which any person concerned may otherwise be entitled by contract or as a matter
of law, and shall inure to the benefit of their heirs, executors, and
administrators of any such person."
Indemnification also may be made available by Registrant to its
directors, officers, employees and agents, and may be available as a matter of
right, under Section 1701.13(E) of the Ohio Revised Code. Section 1701.13(E) of
the Ohio Revised Code provides as follows:
"(E)(1) A corporation may indemnify or agree 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 he 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or 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 he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, he had reasonable cause
to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree 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 he 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability
II-3
company, or a partnership, joint venture, trust, or other enterprise,
against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of
any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that, the
court of common pleas or the court in which such action or suit was
brought determines, 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
as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to Section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) 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 director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past
five years;
(c) By the shareholders;
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(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state, by specific reference to this division, that
the provisions of this division do not apply to the corporation and
unless the only liability asserted against a director in an action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section is pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending this
action, suit, or proceeding shall be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or
II-5
disinterested directors, or otherwise, both as to action in their
official capacities and as to action in another capacity while holding
their offices or positions, and shall continue as to a person who
ceased to be a director, trustee, officer, employee, member, manager,
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity."
Registrant maintains and pays the premiums on contracts insuring
Registrant (with certain exclusions) against any liability to directors and
officers it may incur under the above provisions for indemnification and
insuring each director and officer of Registrant (with certain exclusions)
against liability and expense, including legal fees, which he or she may incur
by reason of his or her relationship to Registrant, even if Registrant does not
have the obligation or right to indemnify such director or officer against such
liability or expense.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
---- ------ -----------
4 4.1 Certificate of Amended Articles of Incorporation of
Registrant, dated December 20, 1954, and Certificate
of Amendment to Amended Articles of Incorporation of
Registrant, dated April 6, 1993, and Certificate of
Amendment to Amended Articles of Incorporation of
Registrant, dated June 4, 1996 (three documents
comprising Registrant's Articles of Incorporation as
amended to date).
4.2 Code of Regulations, adopted November 22, 1955, and
amended April 5, 1965, April 7, 1980, April 6, 1981
and April 13, 1987.
4.3 Specimen nondenominational Certificate for shares of
Common Stock, without par value, of Registrant,
EquiServe Trust Company, N.A., Transfer Agent and
Registrar.
4.4 Amended and Restated Rights Agreement, dated as of
April 15, 2002, between Registrant and EquiServe
Trust Company, N.A., Rights Agent.
4.5 The 2002 Performance Plan of the Registrant.
5 5.1 Opinion of C. Thomas Harvie, Esq., Senior Vice
President, General Counsel and Secretary of
Registrant, as to the legality of the shares of
Common Stock being registered.
23.1 The consent of C. Thomas Harvie, Esq., Senior Vice
President, General Counsel and Secretary of
Registrant, is contained in his opinion filed on
Exhibit 5.1 to this registration statement.
23.2 The consent of PricewaterhouseCoopers LLP,
independent accountants, to the incorporation by
reference in this Registration Statement on Form S-8
of their report dated February 4, 2002 appearing at
page 52 of Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001.
II-7
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
---- ------ -----------
24 24.1 Power of Attorney, dated June 3, 2002, authorizing
Robert W. Tieken, C. Thomas Harvie and Stephanie W.
Bergeron to sign this Registration Statement on
behalf of the Registrant and certain of the directors
and officers of Registrant.
99 Not applicable.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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)(1)(i) and (A)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 Securities Exchange Act of 1934 that are incorporated by
reference 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
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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 Section 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 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.
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.
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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 City of Akron, State of Ohio, on the 31st day of July, 2002.
THE GOODYEAR TIRE & RUBBER COMPANY
By: /s/ Stephanie W. Bergeron
-----------------------------------------------
Stephanie W. Bergeron,
Senior 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 TITLE DATE
--------- ----- ----
Samir G. Gibara Chairman of the Board, )
Chief Executive Officer )
and Director (Principal )
Executive Officer) )
)
Robert J. Keegan President, Chief Operating)
Officer and Director )
)
Robert W. Tieken Executive Vice President )
(Principal Financial )
Officer) )
) By /s/ Stephanie W. Bergeron
)-----------------------------------
) Stephanie W. Bergeron
)
John G. Breen Director ) (Signing as the Principal
Edward T. Fogarty Director ) Accounting Officer of the
William J. Hudson Director ) registrant and as Attorney-
Philip A. Laskawy Director ) in-Fact for the directors and
Steven A. Minter Director ) officers whose names appear
Agnar Pytte Director ) opposite)
Martin D. Walker Director )
Kathryn D. Wriston Director ) July 31, 2002
James M. Zimmerman Director )
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INDEX OF EXHIBITS
-----------------
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
---- ------ -----------
4 4.1 Certificate of Amended Articles of Incorporation of
Registrant, dated December 20, 1954, and Certificate
of Amendment to Amended Articles of Incorporation of
Registrant, dated April 6, 1993, and Certificate of
Amendment to Amended Articles of Incorporation of
Registrant, dated June 4, 1996 (three documents
comprising Registrant's Articles of Incorporation as
amended to date).
4.2 Code of Regulations, adopted November 22, 1955, and
amended April 5, 1965, April 7, 1980, April 6, 1981
and April 13, 1987.
4.3 Specimen nondenominational Certificate for shares of
Common Stock, without par value, of Registrant,
EquiServe Trust Company, N.A., Transfer Agent and
Registrar.
4.4 Amended and Restated Rights Agreement, dated as of
April 15, 2002, between Registrant and EquiServe
Trust Company, N.A., Rights Agent.
4.5 The 2002 Performance Plan of the Registrant.
5 5.1 Opinion of C. Thomas Harvie, Esq., Senior Vice
President, General Counsel and Secretary of
Registrant, as to the legality of the shares of
Common Stock being registered.
23.1 The consent of C. Thomas Harvie, Esq., Senior Vice
President, General Counsel and Secretary of
Registrant, is contained in his opinion filed on
Exhibit 5.1 to this registration statement.
23.2 The consent of PricewaterhouseCoopers LLP,
independent accountants, to the incorporation by
reference in this Registration Statement on Form S-8
of their report dated February 4, 2002 appearing at
page 52 of Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001.
24 24.1 Power of Attorney, dated June 3, 2002, authorizing
Robert W. Tieken, C. Thomas Harvie and Stephanie W.
Bergeron to sign this Registration Statement on
behalf of the Registrant and certain of the directors
and officers of Registrant.
99 Not applicable.