As filed with the Securities and Exchange Commission on March___, 2002
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLUOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0927079
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Enterprise Drive 92656-2606
Aliso Viejo, California (Zip Code)
(Address of Principal Executive Offices)
FLUOR EXECUTIVE DEFERRED COMPENSATION PROGRAM
(Full Title of the Plan)
LAWRENCE N. FISHER
Senior Vice President - Law and Secretary
One Enterprise Drive
Aliso Viejo, California 92656-2606
(Name and Address of Agent for Service)
(949) 349-2000
(Telephone Number, Including Area Code, of Agent for Service)
_________________
Copies of all communications, including all communications sent
to agent for service, should be sent to:
Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW, Suite 900
Washington, DC 20036
(202) 955-8500
================================================================================
=============================================================================================================
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered Per Obligation Offering Price (2) Registration Fee
========================= ================== ===================== ===================== ====================
Deferred Compensation $195,000,000 100% $195,000,000 $17,940
Obligations
========================= ================== ===================== ======================== =================
(1) The Deferred Compensation Obligations are unsecured obligations of Fluor
Corporation to pay deferred compensation in the future in accordance with
the terms of the Fluor Executive Deferred Compensation Program.
(2) Calculated solely for purposes hereof pursuant to 457(h).
INTRODUCTION
This Registration Statement on Form S-8 is filed by Fluor Corporation, a
Delaware corporation (the "Company" or "Registrant"), relating to the Fluor
Executive Deferred Compensation Program.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Annual Report of the Registrant on Form 10-K filed on March 21,
2001 for the fiscal year ended December 31, 2001; and
(2) The Company's Registration Statement on Form 10/A (Amendment No. 1)
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), filed on November 22, 2000, which includes a description of the
Company's common stock.
All reports and other documents subsequently filed by the Company or
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such 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
reports and documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein and any document 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.
1
Any statement or document 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.
The Deferred Compensation Obligations hereby registered consist of certain
unfunded and unsecured obligations of the Company arising in favor of persons
electing to participate in the Fluor Executive Deferred Compensation Program
(the "Plan"). As background, on November 30, 2000, Fluor Corporation ("Old
Fluor"), a corporation incorporated in Delaware in 1978 as successor in interest
to a California corporation of the same name incorporated in 1924, announced
that it had completed a reverse spin-off transaction wherein its coal segment,
previously operated under the A. T. Massey Coal Company, Inc. subsidiary, was
separated from the other business segments of Old Fluor. As a result, two
publicly-traded companies were created: Massey Energy Company and a "new" Fluor
Corporation referred to as the Company herein. Upon the completion of the
transaction, the Company was assigned the Plan.
The Plan permits eligible members of the Company's executive management
team electing to participate in the Plan ("Participants") to defer all or any
portion of their salary or incentive compensation awards for certain deferral
periods. Participants may specify the portion of their compensation to be
deferred, which elections shall become effective with the first payroll period
commencing thereafter, in the case of salary deferrals, or as of the fiscal
period in which such election is made and for which performance is measured, in
the case of incentive compensation deferrals. Participants may change or
terminate the deferred portion they have elected with respect to salary not more
often than every six months; the deferred portion elected for any payment of
incentive compensation is irrevocable. The Plan includes provisions that give
Participants credit for benefits they may lose under the Company's savings and
pension plans as a result of salary deferrals under the Plan. Additionally, the
Plan provides that Participants may elect to receive deferred compensation
credits (as opposed to cash compensation) in amounts equal the excess of the
amount they elect to contribute to the Fluor Corporation Salaried Employees'
Savings Plan (the "Savings Plan") over the annual contribution limitations
imposed on such contributions under Section 401 of the Internal Revenue Code
("Excess Benefit Accruals").
When a Participant elects to defer compensation under the Plan, the Company
retains the deferred amount and credits the value thereof (and certain
compensating accruals described below) by book entry to the applicable accounts
established and maintained by the Company with respect to such Participant's
deferred compensation. The Plan provides for "Deferral" and "Accrual" accounts.
Deferral accounts are maintained with respect to the amount of compensation
deferred in accordance with the Participant's instructions. Accrual accounts are
maintained with respect to Excess Benefit Accruals and to give Participants
credit for the amounts by which the Company's contributions to the Fluor
Corporation Employees' Retirement Plan and the Savings Plan are reduced by
reason of salary deferrals made under the Plan.
The deferral period extends to the termination of the Participant's
employment with the Company or its subsidiaries, except that, in the case of
amounts credited to the Participant's Deferral Accounts, the Participant may
specify the date for the expiration of the deferral period (which may not extend
beyond the date upon which the Participant reaches the age of 70-1/2
2
years). If the Participant specifies such an expiration date, the deferral
period will terminate on the earlier of termination of such employment or such
expiration date.
Participants may allocate the amount of their accounts to various
investment crediting options available under the Plan. Initially, Participants
make allocations to the crediting options at the time they elect to participate
in the Plan. Thereafter, Participants may change their allocations once every
six months. The Executive Compensation Committee of the Company ("Committee")
has discretion to determine which crediting options will be available under the
Plan provided that certain crediting options will be continuously available to
Participants that had deferred compensation accounts under prior deferred
compensation plans that were rolled into the Plan effective as of May 1, 1995.
Participant accounts are adjusted monthly to reflect the performance of the
applicable crediting options.
Amounts accrued in a Participant's account may be distributed in one lump
sum payment on or before December 31 of the year in which the deferral period
terminates (or, if the Company elects, in the following January) or in not more
than 20 annual installments. In the case of Accrual accounts, the Company has
discretion to distribute the amount thereof as a lump sum payment or as
installment payments; in the case of Deferral accounts, distributions will be as
lump sum payments unless the Participant, in connection with his or her
specification of a deferral period, elects to receive distributions of such
accounts as a number of installment payments or, in the event the deferral
period terminates as the result of the termination of the Participant's
employment with the Company or its subsidiaries, the Company elects to make
distributions as a number (not exceeding twenty) of annual installments.
Amounts accrued in a Participant's accounts are also subject to lump sum
distribution within fifteen days of the month following the termination of a
Participant's employment with the Company or its subsidiaries if such
termination occurs within two years following a change of control of the
Company. Additionally, in the event that the Committee approves such
distribution, limited portions of a Participant's account may be distributed in
the event the Participant suffers a sudden, unexpected and severe financial
hardship. Finally, a Participant may elect to receive a lump sum payment of 90%
of his or her accounts prior to the termination of his or her employment with
the Company or its subsidiaries. Such an election results in the forfeiture of
any interest in the remaining 10% of his or her accounts and precludes further
participation in the Plan for the balance of the fiscal year in which such
election is made.
The obligation of the Company to pay Participants the amount of their
accounts under the Plan is unfunded and constitutes a general unsecured
obligation of the Company that ranks pari passu with other unsecured and
unsubordinated indebtedness of the Company. Assets of the Company segregated or
identified by the Company for the purpose of paying deferred compensation
obligations under the Plan are general corporate assets of the Company subject
to the claims of its creditors.
The interests of Participants under the Plan may not be assigned,
transferred, pledged or otherwise encumbered. Upon the death of a Participant,
his or her beneficiaries, as designated under the Fluor Employee's Retirement
Plan or as otherwise designated by the Participant to his or her employer or, in
the absence of such designation, by the personal representative of Participant's
estate, shall be entitled to payments that would otherwise be made to the
Participant under the Plan. The Company's obligation to pay amounts of deferred
compensation under the
3
Plan are not convertible into securities of the Company, and Participants have
no voting rights with respect to the Plan or such obligations. Such obligations
will not have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Company. No trustee has been appointed
having authority to take action with respect to the Plan or the Company's
obligations thereunder, and each Participant is responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consents, waivers or amendments pertaining to the
Plan or deferrals thereunder, and enforcing the Company's obligations under the
Plan.
The Committee administers the Plan. The Committee has full discretionary
authority to interpret the Plan, to determine benefits payable to Participants,
to maintain records, to make rules for the regulation of the Plan and to appoint
plan administrators and to take other actions necessary for the proper
administration of the Plan. The Plan may be amended or terminated at any time
and from time to time, except that no such amendment may adversely affect a
Participant's rights with respect to outstanding deferred compensation
obligations credited to the Participant's account as of the date such amendment
or termination without prior consent of the Participant.
The Plan was amended and restated as of January 1, 2002 (the "Amended
Plan"). The Amended Plan is generally similar to the Plan except that it differs
from the Plan in the following material respects. The Amended Plan extends to
all Company executives. Elections wherein Participants may specify the portion
of their compensation to be deferred become effective with the first payroll
period within the first fiscal quarter commencing after the election in the case
of salary deferrals. Participants may change or terminate the deferred portion
they have elected with respect to salary not more often than every fiscal
quarter; the deferred portion elected for any payment of incentive compensation
remains irrevocable. The Amended Plan adds provisions that give Participants
credit for benefits they may lose under a Company performance plan as a result
of salary deferrals under the Amended Plan. The Amended Plan removes the
limitation that the date of the deferral period specified by the Participant may
not extend beyond the date upon which the Participant reaches the age of 70 1/2
years. The Amended Plan allows Participants to re-allocate the amount of their
accounts to various investment crediting options once every month, and adjusts
the accounts daily to reflect the performance of the applicable crediting
options. Under the Amended Plan, amounts accrued in a Participant's account may
be distributed in one lump sum payment in January of the year succeeding the
year in which the deferral period terminates (or, if the Company elects, on or
before December 31 of the year in which the deferral period terminates) or in
not more than 20 annual installments. The Amended Plan provides that the lump
sum distribution which occurs within fifteen days of the month following the
termination of a Participant's employment with the Company or its subsidiaries
if such termination occurs within two years following a change of control of the
Company is subject to certain rights of the Participant to waive the lump sum
distribution and, in some circumstances, pay a penalty for such waiver. The
Amended Plan provides that in the event of the divorce or legal separation of a
Participant, and the awarding of all or a portion of the Deferral Accounts and
Accrual Accounts to the spouse of the Participant, that spouse may elect to
receive a distribution of his or her portion of the Deferral and Accrual
Accounts upon providing certain documentation and information to the Committee.
Finally, under the Amended Plan, the beneficiaries of the Participant entitled
to payments otherwise made to the Participant under the Amended Plan are as
designated on a form provide by the Participant's corporate employer, or, if no
such designation has been made, the beneficiary designated by the Participant
4
under the Retirement Plan or, in the absence of such designation, by the
personal representative of Participant's estate.
Item 5. Interests of Named Experts and Counsel.
Lawrence N. Fisher, Senior Vice President - Law and Secretary of the
Registrant, has passed upon the validity of the securities of the Registrant
being registered hereby. Mr. Fisher is an executive officer of the Registrant
and holds both restricted and unrestricted shares of the Registrant's common
stock. Mr. Fisher is also eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Article Sixteen of the
Registrant's Amended and Restated Certificate of Incorporation provides that the
officers and directors of the Registrant shall be indemnified and held harmless
by the Registrant to the fullest extent authorized by the Delaware General
Corporation Law, as amended from time to time (the "GCL") (but in the case of
any such amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, 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 in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, 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 such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
5
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Sixteen of the Registrant's Amended and
Restated Certificate of Incorporation provides that the indemnification provided
for thereunder shall be a contract right which shall include the right to be
paid expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
Article Sixteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.
Indemnification provided for by Section 145 and Article Sixteen is not to
be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Sixteen permit the Registrant to maintain
insurance on behalf of a director or officer 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 Registrant would have the power to indemnify
him against such liabilities under Section 145.
Article Sixteen provides that any director or officer claiming rights to
indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Sixteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action. Article Fifteen of the Registrant's Amended and Restated
Certificate of Incorporation provides that, to the fullest extent permitted
under the GCL, a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 Amended and Restated Certificate of Incorporation of the Registrant, (filed
as Exhibit 3.1 to the Registrant's Registration Statement on Form 10/A
(Amendment No. 1) and incorporated herein by reference)
6
4.2 Bylaws of the Registrant, as amended, effective February 6, 2002 (filed
as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K and
incorporated herein by reference)
4.3 Fluor Executive Deferred Compensation Program, effective May 1, 1995
(filed as Exhibit 10.10 to the Registrant's Registration Statement on
Form 10/A (Amendment No. 1) and incorporated herein by reference).
4.4 Fluor Executive Deferred Compensation Program, amended and restated as
of January 1, 2002 (filed as Exhibit 10.10 to the Registrant's Annual
Report on Form 10-K and incorporated herein by reference)
5 Opinion of Lawrence N. Fisher as to the legality of the securities
registered hereby
23.1 Consent of Independent Auditors
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney (included on Signature Page)
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (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.
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 and 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;
7
(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 (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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.
8
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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California on the 22nd day of
March, 2002.
FLUOR CORPORATION
By: /s/ Lawrence N. Fisher
----------------------
Lawrence N. Fisher
Senior Vice President - Law and
Secretary
9
Each person whose signature appears below constitutes and appoints
Lawrence N. Fisher and Eric P. Helm, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, to
sign any or all further amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed below by the following persons in the
capacities indicated on March 22, 2002.
Signature Title
PRINCIPAL EXECUTIVE OFFICER AND Director, Chairman of the Board and Chief
DIRECTOR Executive Officer
/s/
------------------------------
Alan L. Boeckmann
PRINCIPAL FINANCIAL OFFICER Senior Vice President and Chief Financial
Officer
/s/
------------------------------
D. Michael Steuert
PRINCIPAL ACCOUNTING OFFICER Vice President and Controller
/s/
------------------------------
Victor L. Prechtl
/s/ Director
------------------------------
Carroll A. Campbell, Jr.
/s/ Director
------------------------------
Peter J. Fluor
10
/s/ Director
------------------------------
David P. Gardner
/s/ Director
------------------------------
Thomas L. Gossage
/s/ Director
------------------------------
James T. Hackett
/s/ Director
------------------------------
Bobby R. Inman
/s/ Director
------------------------------
Vilma S. Martinez
/s/ Director
------------------------------
Dean R. O'Hare
/s/ Director
------------------------------
Robin W. Renwick
/s/ Director
------------------------------
James O. Rollans
/s/ Director
------------------------------
Martha R. Seger
By: /s/ Eric P. Helm
----------------
Eric P. Helm
Attorney-in-Fact
11
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
----------- ------------------------------------------------------------ -------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form 10/A (Amendment No. 1) and
incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended, effective February 6,
2002 (filed as Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K and incorporated herein by reference)
4.3 Fluor Executive Deferred Compensation Program, effective
May 1, 1995 (filed as Exhibit 10.10 to the Registrant's
Registration Statement on Form 10/A (Amendment No. 1) and
incorporated herein by reference).
4.4 Fluor Executive Deferred Compensation Program, amended and
restated as of January 1, 2002 (filed as Exhibit 10.10 to the
Registrant's Annual Report on Form 10-K and incorporated
herein by reference)
5 Opinion of Lawrence N. Fisher as to the legality of the
securities registered hereby
23.1 Consent of Independent Auditors
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney (included on Signature Page)