As filed with the Securities and Exchange Commission on July 14, 2003

Registration No. 333-63480

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

Filed Pursuant to Rule 462(d)

 

TO

 

FORM S-3

REGISTRATION STATEMENT

 

Under

 

THE SECURITIES ACT OF 1933

 

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Delaware		Constellation Brands, Inc. and its subsidiary guarantors:		16-0716709
New York		Batavia Wine Cellars, Inc.		16-1222994
New York		Canandaigua Wine Company, Inc.		16-1462887
New York		Constellation International Holdings Limited		16-1195581
New York		Roberts Trading Corp.		16-0865491
England and Wales		Canandaigua Limited		98-0198402
The Netherlands		Canandaigua B.V.		98-0205132
Delaware		Franciscan Vineyards, Inc.		94-2602962
California		Allberry, Inc.		68-0324763
California		Cloud Peak Corporation		68-0324762
California		M.J. Lewis Corp.		94-3065450
California		Mt. Veeder Corporation		94-2862667
Delaware		Barton Incorporated		36-3500366
Delaware		Barton Brands, Ltd.		36-3185921
Maryland		Barton Beers, Ltd.		36-2855879
Connecticut		Barton Brands of California, Inc.		06-1048198
Georgia		Barton Brands of Georgia, Inc.		58-1215938
New York		Barton Distillers Import Corp.		13-1794441
Delaware		Barton Financial Corporation		51-0311795
Illinois		Barton Canada, Ltd.		36-4283446
Wisconsin		Barton Beers of Wisconsin, Ltd.		39-0638900
Illinois		Monarch Import Company		36-3539106
(State or other jurisdiction of incorporation or organization)		(Exact name of registrants as specified in their charters)		(I.R.S. Employer Identification No.)

 

 

300 WillowBrook Office Park

Fairport, New York 14450

716-218-2169

(Address, including zip code, and telephone number, including area code,

of registrants’ principal executive offices)

 

Thomas J. Mullin, Esq.

Executive Vice President and General Counsel

Constellation Brands, Inc.

300 WillowBrook Office Park

Fairport, New York 14450

585-218-3650

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

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Copy to:

Bernard S. Kramer, Esq.

McDermott, Will & Emery

227 West Monroe Street

Chicago, Illinois 60606-5096

 

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Approximate date of commencement of proposed sale of securities to the public: From time to time after the effective date of this registration statement.

 

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. ¨

 

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. ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

 

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EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to Form S-3 Registration Statement is being filed solely to add Exhibits 12, 23.3 and 23.4 hereto to the Registration Statement on Form S-3 (Registration No. 333-63480) in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

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PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 16. Exhibits

 

Exhibit Number		Description of Exhibit
1*		Form of Underwriting Agreement
4.1**		Indenture, dated February 25, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on March 3, 1999, and incorporated herein by reference)
4.2**		Supplemental Indenture No. 3, dated August 6, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.20 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1999, and incorporated herein by reference)
4.3**		Supplemental Indenture No. 4, dated May 15, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 12, 2000, and incorporated herein by reference)
4.4**		Supplemental Indenture No. 5, dated September 14, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to The Bank of New York) (filed as Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2000, and incorporated herein by reference)
4.5**		Indenture, dated February 21, 2001, by and among the registrants and BNY Midwest Trust Company (filed as Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)
4.6**		Supplemental Indenture No. 6, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 25, 1999)
4.7**		Supplemental Indenture No. 1, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 21, 2001)
5.1**		Opinion of McDermott, Will & Emery
12		Computation of Ratio of Earnings to Fixed Charges
23.1**		Consent of Arthur Andersen LLP
23.2**		Consent of McDermott, Will & Emery (included as part of Exhibit 5.1)
23.3		Consent of KPMG LLP
23.4		Consent of PricewaterhouseCoopers
24**		Powers of Attorney (included on the signature pages of the registration statement)
25.1**		Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.1 to the registration statement (filed as Exhibit 25 to the registrant’s Registration Statement on Form S-3 (No. 333-91587) and incorporated herein by reference)
25.2**		Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.5 to the registration statement (filed as Exhibit 25.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)

 

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*

To be filed as an exhibit to a report on Form 8-K.

**

Previously filed.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Richard Sands		Chairman of the Board, Chief Executive Officer and a Director (Principal Executive Officer)
* Robert Sands		President, Chief Operating Officer and a Director
/S/    THOMAS S. SUMMER Thomas S. Summer		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Thomas C. McDermott		Director
* James A. Locke III		Director
* Paul L. Smith		Director
* George Bresler		Director
* Jeananne K. Hauswald		Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
/S/    RICHARD SANDS Richard Sands		President, Chief Executive Officer and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Treasurer (Principal Financial Officer and Principal Accounting Officer)
/S/    ROBERT SANDS Robert Sands		Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

2

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Alexander L. Berk		President, Chief Executive Officer and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer and a Director [?]
* Edward L. Golden		Vice President and a Director
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director
* William F. Hackett		Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

 

3

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Edward L. Golden		President and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer, and a Director
* Alexander L. Berk		Executive Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

4

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Richard Sands		Chief Executive Officer and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer, and a Director
* Alexander L. Berk		Executive Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director
* William F. Hackett		President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

5

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Alexander L. Berk		President and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer and a Director
* Edward L. Golden		Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

6

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Alexander L. Berk		President and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer, and a Director
* Edward L. Golden		Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

7

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Alexander L. Berk		President and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer, and a Director
* Edward L. Golden		Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

8

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Troy J. Christensen		President, Secretary and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Michael A. Napientek		Assistant Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

9

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* James P. Ryan		President, Chief Executive Officer and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer and a Director
* Alexander L. Berk		Executive Vice President and a Director
* William F. Hackett		Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

10

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* James P. Ryan		Chief Executive Officer and Vice President (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer and a Director
* Alexander L. Berk		President and a Director
* William F. Hackett		Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

11

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Jon Moramarco		President and Chief Executive Officer (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

12

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities on July 14, 2003.

 

Signature		Title
/S/     RICHARD SANDS Richard Sands		President, Chief Executive Officer and Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Treasurer (Principal Financial Officer and Principal Accounting Officer)

 

13

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
/S/    THOMAS S. SUMMER Thomas S. Summer		President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

14

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities on July 14, 2003.

 

Signature		Title
* Robert Sands		Chief Executive Officer and a Director (Principal Executive Officer and Authorized Representative in the United States)
/S/    THOMAS S. SUMMER Thomas S. Summer		Finance Director (Principal Financial Officer and Principal Accounting Officer)
* Anne Colquhoun		Secretary and a Director
* Nigel Hodges		Treasurer and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

15

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Alexander L. Berk		President and a Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President (Principal Financial Officer and Principal Accounting Officer)
* Troy J. Christensen		Senior Vice President, Treasurer and a Director
* Edward L. Golden		Vice President and a Director
* Elizabeth Kutyla		Senior Vice President, Secretary and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

16

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Agustin Francisco Huneeus		President and Chief Executive Officer (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

17

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Agustin Francisco Huneeus		President (Principal Executive Officer)
Thomas S. Summer		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

18

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Agustin Francisco Huneeus		President (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

19

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Agustin Francisco Huneeus		President (Principal Executive Officer)
Thomas S. Summer		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

20

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* Agustin Francisco Huneeus		President (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Richard Sands		Vice President and a Director
* Robert Sands		Vice President and a Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature		Title
* G.A.L.R. Diepenhorst		Managing Director (Principal Executive Officer)
/S/    THOMAS S. SUMMER Thomas S. Summer		Chief Financial Officer and Authorized Representative in the United States (Principal Financial Officer and Principal Accounting Officer)
/S/    DICK HAARSMA Dick Haarsma		Managing Director

 

 

*By:		/S/    THOMAS S. SUMMER
		Thomas S. Summer
		Attorney-in-fact

 

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EXHIBIT INDEX

 

 

Exhibit Number		Description of Exhibit
1*		Form of Underwriting Agreement
4.1**		Indenture, dated February 25, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on March 3, 1999, and incorporated herein by reference)
4.2**		Supplemental Indenture No. 3, dated August 6, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.20 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1999, and incorporated herein by reference)
4.3**		Supplemental Indenture No. 4, dated May 15, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 12, 2000, and incorporated herein by reference)
4.4**		Supplemental Indenture No. 5, dated September 14, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to The Bank of New York) (filed as Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2000, and incorporated herein by reference)
4.5**		Indenture, dated February 21, 2001, by and among the registrants and BNY Midwest Trust Company (filed as Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)
4.6**		Supplemental Indenture No. 6, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 25, 1999)
4.7**		Supplemental Indenture No. 1, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 21, 2001)
5.1**		Opinion of McDermott, Will & Emery
12		Computation of Ratio of Earnings to Fixed Charges
23.1**		Consent of Arthur Andersen LLP
23.2**		Consent of McDermott, Will & Emery (included as part of Exhibit 5.1)
23.3		Consent of KPMG LLP
23.4		Consent of PricewaterhouseCoopers
24**		Powers of Attorney (included on the signature pages of the registration statement)
25.1**		Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.1 to the registration statement (filed as Exhibit 25 to the registrant’s Registration Statement on Form S-3 (No. 333-91587) and incorporated herein by reference)
25.2**		Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.5 to the registration statement (filed as Exhibit 25.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)

 

* To be filed as an exhibit to a report on Form 8-K.

** Previously filed.