AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2001
REGISTRATION NO. 333-
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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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FEDEX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 62-1721435
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
942 SOUTH SHADY GROVE ROAD, MEMPHIS, TENNESSEE 38120
(Address of Principal Executive Offices) (Zip Code)
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AMERICAN FREIGHTWAYS CORPORATION AMENDED AND RESTATED 1993 STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION 1989 STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION AMENDED AND RESTATED ELECTED
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION AMENDED AND RESTATED APPOINTED
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION 1999 CHAIRMAN STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION AMENDED AND RESTATED
1993 CHAIRMAN STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION 1993 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
AMERICAN FREIGHTWAYS CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
KENNETH R. MASTERSON
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FEDEX CORPORATION
942 SOUTH SHADY GROVE ROAD
MEMPHIS, TENNESSEE 38120
(901) 818-7200
(Name, Address, and Telephone Number, Including Area Code,
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
- --------------------------------------- ------------------- ------------------- ------------------ -------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------- ------------------- ------------------- ------------------ -------------------
Common Stock, par value
$0.10 per share 1,551,900 $21.20 $32,900,280 $8,226
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(1) Represents the number of shares of FedEx common stock to be issued after
the merger of American Freightways Corporation with and into a wholly-owned
subsidiary of FedEx in connection with the exercise of stock options
previously granted under the above-listed plans.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, on the
basis of the weighted average of (X) with respect to outstanding options
previously granted under the above-listed plans (other than the 1999
Employee Stock Purchase Plan), the weighted average exercise price of such
options, adjusted as described under the caption "Explanatory Note" on
page 2 of this Registration Statement, and (Y) with respect to shares
issuable under the 1999 Employee Stock Purchase Plan, the average ($43.53)
of the high and low sales prices for FedEx common stock as reported on
the New York Stock Exchange on February 7, 2001.
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FedEx Corporation
Form S-8
EXPLANATORY NOTE
FedEx Corporation, a Delaware corporation (the "Company" or the
"Registrant"), is filing this registration statement on Form S-8 (the
"Registration Statement") to register an aggregate of 1,551,900 shares of
common stock, par value $0.10 per share, of the Company ("Company Common
Stock"), pursuant to the terms and conditions of the Amended and Restated
Agreement and Plan of Merger dated as of November 12, 2000 and amended and
restated as of January 5, 2001 (the "Merger Agreement") among American
Freightways Corporation, an Arkansas corporation ("American Freightways"),
the Company and FDX, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company, for issuance to holders of options granted under the
following plans, as amended, of American Freightways (each plan, as amended,
an "American Freightways Plan"):
- Amended and Restated 1993 Stock Option Plan;
- 1989 Stock Option Plan;
- Amended and Restated Elected Non-Employee Director Stock Option Plan;
- Amended and Restated Appointed Non-Employee Director Stock Option Plan;
- 1999 Chairman Stock Option Plan;
- Amended and Restated 1993 Chairman Stock Option Plan;
- 1993 Non-Employee Director Stock Option Plan; and
- 1999 Employee Stock Purchase Plan (the "ESPP").
Pursuant to the terms of the Merger Agreement, American Freightways will
merge with and into FDX, Inc. on February 9, 2001 (the "Merger"). In connection
with the Merger, each share of common stock, par value $0.01 per share, of
American Freightways ("American Freightways Common Stock") (other than shares
owned by the Company or any of its subsidiaries or by American Freightways as
treasury stock, all of which will be canceled, and other than shares that are
held by shareholders who properly exercise their dissenters' rights under
Arkansas law) will be converted into 0.6639 shares of Company Common Stock.
At or immediately prior to the effective time of the Merger, each option to
purchase shares of American Freightways Common Stock outstanding under any
American Freightways Plan (other than the ESPP), whether or not vested or
exercisable, will be assumed by the Company and deemed to constitute an option
to acquire, on the same terms and conditions as were applicable under such
American Freightways stock option, a number of shares of Company Common Stock
equal to (A) the number of shares of American Freightways Common Stock subject
to such option multiplied by (B) 0.6639 (rounded to the nearest whole number),
at an exercise price per share (rounded down to the nearest whole cent) equal to
(X) the aggregate exercise price for the shares otherwise purchasable pursuant
to such American Freightways stock option divided by (Y) the number of whole
shares of Company Common Stock purchasable pursuant to the Company stock option
in accordance with the foregoing.
With respect to the ESPP, at or immediately prior to the effective time of
the Merger, the Company will assume the obligations of American Freightways
under the ESPP with respect to all participants whose offering period under the
ESPP did not terminate prior to the Merger. At or immediately prior to the
effective time of the Merger, the right of each remaining participant under the
ESPP to purchase shares of American Freightways Common Stock under the ESPP at
the end of the offering period ending on April 30, 2001 will be deemed to
constitute the right to purchase a number of shares of Company Common Stock
equal to the dollar amount of contributions made by the participant pursuant to
the ESPP divided by the lesser of (X) $20.73 and (Y) 85% of the fair market
value (as defined in the ESPP) of Company Common Stock on April 30, 2001. The
offering period ending on April 30, 2001 will be the final offering period under
the ESPP. The ESPP will be terminated on and as of April 30, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in "Item 1. Plan
Information" and "Item 2. Registrant Information and Employee Plan Annual
Information" of Form S-8 will be sent or given to participants of each American
Freightways Plan, as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not required to be
and are not filed with the Securities and Exchange Commission either as part of
this Registration Statement or as a prospectus or prospectus supplement pursuant
to Rule 424 under the Securities Act and the Note to Part I of Form S-8. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company previously filed with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
August 31, 2000 and November 30, 2000;
(c) The Company's Current Reports on Form 8-K filed on November 15, 2000
and January 16, 2001; and
(d) The description of Company Common Stock contained in the Company's
registration statement on Form 8-A dated April 14, 2000, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement that indicates all securities offered hereby have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in 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 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 in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier 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.
The legality of the shares of Company Common Stock registered hereunder has
been passed upon by Kenneth R. Masterson, Executive Vice President, General
Counsel and Secretary of the Company. As of February 8, 2001, Mr. Masterson
owned 66,250 shares of Company Common Stock and held options to purchase 421,200
shares of Company Common Stock. Of the options granted, 316,700 were vested at
such date.
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
unlawful payment of dividends, or for any transaction from which the director
derived an improper personal benefit.
ARTICLE THIRTEENTH of the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Charter"), provides that no director shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that ARTICLE THIRTEENTH does
not eliminate or limit the liability of a director of the Company (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to the unlawful payment of dividends) or any amendment or successor
provision thereto, or (iv) for any transaction from which the director derived
an improper personal benefit. ARTICLE THIRTEENTH of the Charter does not
eliminate or limit the liability of a director for any act or omission occurring
prior to the date when ARTICLE THIRTEENTH became effective (December 3, 1997).
Neither the amendment nor repeal of ARTICLE THIRTEENTH of the Charter, nor the
adoption of any provision of the Charter inconsistent with ARTICLE THIRTEENTH,
will eliminate or reduce the effect of ARTICLE THIRTEENTH with respect to any
matter occurring, or any cause of action, suit or claim that, but for ARTICLE
THIRTEENTH, would accrue or arise prior to such amendment, repeal or adoption of
an inconsistent provision.
Section 145 of the DGCL permits a corporation to indemnify any of its
directors, officers, employees or agents 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
such person is or was a director, officer, employee or agent of the corporation
(or another enterprise if serving at the request of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe that his or her conduct was unlawful. In
any threatened, pending or completed action or suit by or in the right of the
corporation, a corporation is permitted to indemnify any director, officer,
employee or agent against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made if such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that, despite such adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper.
Article III, Section 13 (relating to indemnification of directors) and
Article V, Section 18 (relating to indemnification of officers and managing
directors) of the Company's Amended and Restated By-laws provide that the
Company shall indemnify to the full extent authorized or permitted by the DGCL
any person made, or threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person or his or her testator or
intestate is or was a director, officer or managing director of the Company or
serves or served as a director, officer, employee or agent of any other
enterprise at the Company's request.
The Company also has purchased insurance designed to protect the Company
and its directors and officers against losses arising from certain claims,
including claims under the Securities Act.
4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index located on page E-1 hereof.
ITEM 9. UNDERTAKINGS.
A. The undersigned Company 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; (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 clauses (i) and
(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) 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
(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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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 that time shall be deemed
to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
5
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on February 9, 2001.
FEDEX CORPORATION
By:/s/ Frederick W. Smith
---------------------------
Frederick W. Smith
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement and any related
registration statement filed pursuant to Rule 462(b), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Frederick W. Smith Chairman of the Board, President February 9, 2001
- ---------------------------------------- and Chief Executive Officer and
Frederick W. Smith Director (PRINCIPAL EXECUTIVE OFFICER)
/s/ Alan B. Graf, Jr. Executive Vice President and February 9, 2001
- ---------------------------------------- Chief Financial Officer
Alan B. Graf, Jr. (PRINCIPAL FINANCIAL OFFICER)
/s/ James S. Hudson Corporate Vice President - February 9, 2001
- ---------------------------------------- Strategic Financial Planning
James S. Hudson and Control (PRINCIPAL ACCOUNTING OFFICER)
/s/ James L. Barksdale Director February 9, 2001
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James L. Barksdale
/s/ Robert L. Cox Director February 9, 2001
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Robert L. Cox
/s/ Ralph D. Denunzio Director February 9, 2001
- ----------------------------------------
Ralph D. DeNunzio
6
/s/ Judith L. Estrin Director February 9, 2001
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Judith L. Estrin
/s/ Philip Greer Director February 9, 2001
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Philip Greer
/s/ J.R. Hyde, III Director February 9, 2001
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J.R. Hyde, III
/s/ Shirley Ann Jackson Director February 9, 2001
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Shirley Ann Jackson
/s/ George J. Mitchell Director February 9, 2001
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George J. Mitchell
/s/ Joshua I. Smith Director February 9, 2001
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Joshua I. Smith
/s/ Paul S. Walsh Director February 9, 2001
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Paul S. Walsh
/s/ Peter S. Willmott Director February 9, 2001
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Peter S. Willmott
7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation, as amended, of the
Company (filed as Exhibit 3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 2000, and incorporated herein by
reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 333-39483), filed with the Securities and Exchange
Commission on December 4, 1997, and incorporated herein by reference).
4.3 American Freightways Corporation Amended and Restated 1993 Stock Option
Plan (filed as Exhibit 10.3 to American Freightways Corporation's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, and
incorporated herein by reference).
4.4 Amendment to American Freightways Corporation Amended and Restated 1993
Stock Option Plan (filed as Exhibit 10(b) to American Freightways
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, and incorporated herein by reference).
*4.5 Amendment dated as of November 12, 2000 to American Freightways
Corporation Amended and Restated 1993 Stock Option Plan.
*4.6 Amendment dated as of January 19, 2001 to American Freightways
Corporation Amended and Restated 1993 Stock Option Plan.
4.7 American Freightways Corporation 1989 Stock Option Plan (filed as an
exhibit to American Freightways Corporation's Registration Statement on
Form S-1 (Registration No. 33-38997), filed with the Securities and
Exchange Commission on February 26, 1991, as amended and supplemented
by Amendment No. 1 to American Freightways Corporation's Registration
Statement on Form S-1 (Registration No. 33-38997), filed with the
Securities and Exchange Commission on March 7, 1991, and incorporated
herein by reference).
*4.8 Amendment dated as of November 12, 2000 to American Freightways
Corporation 1989 Stock Option Plan.
*4.9 Amendment dated as of January 19, 2001 to American Freightways
Corporation 1989 Stock Option Plan.
4.10 American Freightways Corporation Amended and Restated Elected
Non-Employee Director Stock Option Plan (filed as Exhibit 10 to
American Freightways Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, and incorporated herein by reference).
4.11 Amendment to American Freightways Corporation Amended and Restated
Elected Non-Employee Director Stock Option Plan (filed as Exhibit 10(d)
to American Freightways Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, and incorporated herein by
reference).
*4.12 Amendment dated as of November 12, 2000 to American Freightways
Corporation Amended and Restated Elected Non-Employee Director Stock
Option Plan.
4.13 American Freightways Corporation Amended and Restated Appointed
Non-Employee Director Stock Option Plan (filed as Exhibit 10 to
American Freightways Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, and incorporated herein by reference).
E-1
4.14 Amendment to American Freightways Corporation Amended and Restated
Appointed Non-Employee Director Stock Option Plan (filed as Exhibit
10(f) to American Freightways Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, and incorporated herein by
reference).
*4.15 Amendment dated as of November 12, 2000 to American Freightways
Corporation Amended and Restated Appointed Non-Employee Director Stock
Option Plan.
4.16 American Freightways Corporation 1999 Chairman Stock Option Plan (filed
as Exhibit 10.1 to American Freightways Corporation's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1999, and incorporated
herein by reference).
*4.17 Amendment dated as of November 12, 2000 to American Freightways
Corporation 1999 Chairman Stock Option Plan.
*4.18 Amendment dated as of January 19, 2001 to American Freightways
Corporation 1999 Chairman Stock Option Plan.
4.19 American Freightways Corporation Amended and Restated 1993 Chairman
Stock Option Plan (filed as Exhibit 10(f) to American Freightways
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference).
*4.20 Amendment dated as of November 12, 2000 to American Freightways
Corporation Amended and Restated 1993 Chairman Stock Option Plan.
4.21 American Freightways Corporation 1993 Non-Employee Director Stock
Option Plan (filed as Exhibit 10(g) to American Freightways
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference).
*4.22 Amendment dated as of November 12, 2000 to American Freightways
Corporation 1993 Non-Employee Director Stock Option Plan.
4.23 American Freightways Corporation 1999 Employee Stock Purchase Plan
(filed as Exhibit 10.2 to American Freightways Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999, and
incorporated herein by reference).
*4.24 Amendment dated as of January 19, 2001 to American Freightways
Corporation 1999 Employee Stock Purchase Plan.
*5.1 Opinion of Kenneth R. Masterson, Executive Vice President, General
Counsel and Secretary of the Company, regarding the validity of the
securities being registered.
*15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
information of the Company.
*23.1 Consent of Arthur Andersen LLP with respect to the Company's financial
statements.
*23.2 Consent of Kenneth R. Masterson (included in the opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page to this Registration
Statement).
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* Filed herewith.
E-2