AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES 52-0684746
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
277 PARK AVENUE
NEW YORK, NEW YORK 10172-266
42, RUE SAINT-DOMINIQUE
PARIS, FRANCE 75007
PARKSTRAAT 83, THE HAGUE
THE NETHERLANDS 2514 JG
(Addresses of Principal Executive Offices) (Zip Codes)
- --------------------------------------------------------------------------------
SCHLUMBERGER 1998 STOCK OPTION PLAN
(Full title of the plan)
- --------------------------------------------------------------------------------
JAMES L. GUNDERSON, ESQ.
GENERAL COUNSEL AND SECRETARY
SCHLUMBERGER LIMITED
277 PARK AVENUE
NEW YORK, NEW YORK 10172-2066
(Name and Address of agent for service)
(212) 350-9400
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share........... 12,000,000(2) $75.25 $903,000,000 $238,392
- --------------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of the high and low
sales price of the shares of Common Stock of Schlumberger Limited quoted on the
New York Stock Exchange on May 1, 2000.
(2) Plus such additional number of shares as may be issuable by reason of the
antidilution provisions of the plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the
Schlumberger 1998 Stock Option Plan required by Item 1 of Form S-8 and the
statement of availability of registrant information and other information
required by Item 2 of Form S-8 will be sent or given to employees as specified
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the registrant will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Schlumberger Limited, a corporation organized under the laws of the
Netherlands Antilles, incorporates by reference in this registration statement
the following documents:
1. Our Annual Report on Form 10-K for the year ended December 31, 1999;
2. Our Current Report on Form 8-K filed on January 10, 2000; and
3. The description of our common stock contained in our registration statement
on Form 20 dated January 8, 1962, filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
Each document filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which 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 such
documents.
Any statement 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 subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Authorized, Issued and Treasury Shares
We are authorized to issue 1,000,000,000 shares of common stock, par value
$0.01 per share. On March 31, 2000, 667,071,863 shares were issued; 568,853,186
shares were outstanding; and 98,218,677 shares were held by us as treasury
stock. In addition, we are authorized to issue, with some limitations with
respect to voting rights, liquidation and dividend preferences, 200,000,000
shares of cumulative preferred stock, par value $0.01 per share, which may be
issued in one or more separate series. If issued, the preferred stock may
contain provisions allowing it to be converted into common stock under terms and
conditions specified by our board of directors. No shares of preferred stock
have been issued as of the date hereof.
Dividend Rights
All outstanding shares of our common stock (i.e., shares not held by us or
our subsidiaries) are entitled to participate equally and receive dividends
which may be paid out of available profits of the preceding fiscal year or
years. All accumulated and unpaid dividends payable on preferred stock (if
issued and outstanding) must be paid prior to the payment of any dividends on
common stock. The amount of dividends payable with respect to any fiscal year
is determined by the stockholders at the annual general meeting held within nine
months of such fiscal year following such fiscal year, except that our board of
directors may declare interim dividends.
Voting Rights
Each holder of shares of common stock is entitled to one vote for each
share registered in that holder's name. Voting rights may be exercised in
person or by proxy. No action to amend our articles of incorporation or to
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sell all or substantially all of our assets or to dissolve us can be taken
except upon the authorization of the holders of at least a majority of the
outstanding shares eligible to vote. In addition, holders of preferred stock (if
issued and outstanding) would have additional rights to vote as a class on
certain amendments to our articles of incorporation that would adversely affect
the preferred stock. Any other action requiring the approval of the stockholders
may be authorized by a majority of the votes cast at any meeting at which a
quorum is present, except that, if a quorum is not present at any meeting, a
second meeting may be called, to be held within two months, at which second
meeting, despite the absence of a quorum, valid resolutions may be adopted with
respect to any matter stated in the notice of the original meeting and of the
second meeting. A quorum consists of not less than 50% of the shares outstanding
and eligible to vote.
Our board of directors is authorized to effect reorganizations or
rearrangements of our corporate structure or that of our subsidiaries without
the vote of stockholders if such reorganization or rearrangement does not result
in any diminution of the beneficial interest of the stockholders in our assets.
The board of directors may change our corporate domicile from the Netherlands
Antilles to another jurisdiction without the necessity of any stockholder action
or approval.
Preemptive and Other Rights
The shares of our common stock do not carry any preemptive or conversion
rights, and there are no redemption provisions with respect to the common stock.
The shares of preferred stock (if issued and outstanding) would not carry any
preemptive rights, but our board of directors could specify conversion rights,
redemption provisions and (within limits) liquidation preferences with respect
to one or more series of preferred stock. We may for our own account purchase
shares of common stock so long as at least one-fifth of our authorized capital
stock remains outstanding with other holders. In the event of liquidation, each
share of common stock is entitled to equal rights after satisfaction of any
preferred stock liquidation preference.
Listing, Transfer Agents and Registrars
Our common stock is listed for trading on the New York, London, Paris,
Amsterdam and Swiss stock exchanges. The Transfer Agent and Registrar for the
common stock is Boston EquiServe LP, Boston, Massachusetts.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX, Section 7 of our Articles of Incorporation and Article V of our
By-Laws provide that:
We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of Schlumberger) by reason of the fact
that he or she is or was a director, officer, employee or agent of Schlumberger,
or is or was serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of Schlumberger, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of Schlumberger to procure a judgment in our
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favor by reason of the fact that he or she is or was a director, officer,
employee or agent of Schlumberger, or is or was serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or entity against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to our best interests and except
that no indemnification may be made in respect of any claim, issue or matter as
to which that person has been finally adjudged to be liable to us for improper
conduct unless and only to the extent that the court in which that action or
suit was brought or any other court having appropriate jurisdiction determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, that person is fairly and reasonably entitled to
indemnity for those expenses, judgments, fines and amounts paid in settlement
which the court in which the action or suit was brought or such other court
having appropriate jurisdiction deems proper.
To the extent that one of our directors, officers, employees or agents has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the two preceding paragraphs, or in defense of any
claim, issue or matter therein, we will indemnify that person against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
Any indemnification under the first two paragraphs in this item (unless
ordered by a court) may be made by us only as authorized by contract approved,
or by-laws, resolution or other action adopted or taken, by the board of
directors or by the stockholders.
Expenses incurred in defending a civil or criminal action, suit or
proceeding will be paid by us in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified by us as authorized
by Article V of the By-Laws or Article IX, Section 7 of the Articles of
Incorporation.
The indemnification and advancement of expenses provided by or granted
pursuant to the other Sections of Article V of the By-Laws and Article IX,
Section 7 of the Articles of Incorporation are not exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any law, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and continues as to
a person who has ceased to be a director, officer, employee or agent and inures
to the benefit of the heirs, executors and administrators of that person.
We have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of Schlumberger, or
is or was serving at our request in such a capacity for another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against that person and incurred by that person in any of those
capacities or arising out of his status as such, whether or not we may indemnify
him or her against such liability under the provisions of Article V of the By-
Laws or Article IX, Section 7 of the Articles of Incorporation.
For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Articles of Incorporation, reference to us or Schlumberger includes, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, stands in the same position under the
provisions of Article V of the By-Laws and Article IX, Section 7 of the Articles
of Incorporation with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
In addition, we maintain directors' and officers' liability insurance which
insures against certain liabilities that the officers and directors of
Schlumberger may incur in such capacities.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
Exhibit
No.
- -------
Description
-----------
*4.1 -- Articles of Incorporation of Schlumberger N.V. as last amended on
April 28, 1997 (incorporated by reference to Exhibit 3(i) to the Form
10-Q for the quarter ended March 31, 1997, File No. 1-4601).
*4.2 -- By-laws of Schlumberger N.V. as last amended on October 20, 1993
(incorporated by reference to Exhibit 3 to the Form 10-K for the year
ended December 31, 1993, File No. 1-4601).
*4.3 -- Schlumberger 1998 Stock Option Plan (incorporated by reference to
Exhibit 10(g) to the Form 10-K for the year ended December 31, 1997,
File No. 1-4601).
*4.4 -- First Amendment to Schlumberger 1998 Stock Option Plan (incorporated
by reference to Exhibit 10(i) to the Form 10-K for the year ended
December 31, 1999, File No. 1-4601).
5 -- Opinion of Ellen S. Summer, Esq. (filed herewith).
23.1 -- Consent of PricewaterhouseCoopers LLP, independent accountants (filed
herewith).
23.2 -- Consent of Ellen S. Summer, Esq. (included in Exhibit 5).
24 -- Powers of Attorney (filed herewith).
__________________
* Incorporated by reference as indicated.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
changes in volume and
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price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 5, 2000.
SCHLUMBERGER N.V.
(Schlumberger Limited)
By: /s/ Jack Liu
------------
Jack Liu
Executive Vice President--Finance;
Chief Financial Officer and Chief
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 5, 2000
in the capacities indicated.
* *
- ------------------------------ ------------------------------
D. Euan Baird William T. McCormick, Jr.
Director, Chairman, President Director
and Chief Executive Officer
* *
- ------------------------------ ------------------------------
Victor E. Grijalva Didier Primat
Director, Vice Chairman Director
/s/ Jack Liu *
- ------------------------------ ------------------------------
Jack Liu Nicolas Seydoux
Executive Vice President--Finance;
Chief Financial Officer and
Chief Accounting Officer
* *
- ------------------------------ ------------------------------
Don E. Ackerman Linda G. Stuntz
Director Director
* *
- ------------------------------ ------------------------------
John Deutch Sven Ullring
Director Director
* *
- ------------------------------ ------------------------------
Denys Henderson Yoshihiko Wakumoto
Director Director
*
- ------------------------------
Andre Levy-Lang
Director
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*By: /s/ Ellen S. Summer
--------------------------
Ellen S. Summer
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
*4.1 --Articles of Incorporation of Schlumberger N.V. as last amended on
April 28, 1997 (incorporated by reference to Exhibit 3(i) to the Form
10-Q for the quarter ended March 31, 1997, File No. 1-4601).
*4.2 --By-laws of Schlumberger N.V. as last amended on October 20, 1993
(incorporated by reference to Exhibit 3 to the Form 10-K for the year
ended December 31, 1993, File No. 1-4601).
*4.3 --Schlumberger 1998 Stock Option Plan (incorporated by reference to
Exhibit 10(g) to the Form 10-K for the year ended December 31, 1997,
File No. 1-4601).
*4.4 --First Amendment to Schlumberger 1998 Stock Option Plan (incorporated
by reference to Exhibit 10(i) to the Form 10-K for the year ended
December 31, 1999, File No. 1-4601).
5 --Opinion of Ellen S. Summer, Esq. (filed herewith).
23.1 --Consent of PricewaterhouseCooper LLP, independent accountants (filed
herewith).
23.2 --Consent of Ellen S. Summer, Esq. (included in Exhibit 5).
24 --Powers of Attorney (filed herewith).
_____________
* Incorporated by reference as indicated.
EXHIBIT 5
May 5, 2000
Schlumberger Limited
277 Park Avenue
New York, New York 10172-2065
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Schlumberger Limited, a corporation
organized under the laws of the Netherlands Antilles ("Schlumberger"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to 12,000,000 shares of common stock, par value
$.01 per share, of Schlumberger (the "Shares") that may be issued pursuant to
the Schlumberger 1998 Stock Option Plan (the "Plan"), certain legal matters in
connection with the Shares are being passed on for you by me. At your request,
this opinion is being furnished for filing as Exhibit 5 to the Registration
Statement.
I am a member of the New York bar, and I am not admitted to practice in,
nor do I hold myself out as an expert on the laws of, the Netherlands Antilles.
I have, however, consulted with the law firm of Smeets Thesseling Van Bokhorst,
counsel qualified to practice in the Netherlands Antilles. Insofar as the
opinions expressed below involve conclusions as to matters governed by the laws
of the Netherlands Antilles, I am relying on the opinion of such counsel.
In my capacity as Deputy General Counsel of Schlumberger, I am familiar
with the Articles of Incorporation and Bylaws of Schlumberger, each as amended
to date, have familiarized myself with the matters discussed herein and have
examined all statutes and other records, instruments and documents pertaining to
Schlumberger and the matters discussed herein that I deem necessary to examine
for the purpose of this opinion.
Based upon any examination as aforesaid, I am of the opinion that on the
issuance of the Shares pursuant to the provisions of the Plan for consideration
at least equal to the par value thereof, the Shares will be duly authorized by
all necessary corporate action on the part of Schlumberger, validly issued,
fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not thereby concede that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Ellen S. Summer
---------------------------------
Ellen S. Summer
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 2000 relating to the
financial statements of Schlumberger Limited, which appears on page 52 of
Schlumberger Limited's Annual Report on Form 10-K for the year ended December
31, 1999.
PricewaterhouseCoopers LLP
New York, New York
May 5, 2000
EXHIBIT 24
POWER OF ATTORNEY
The undersigned as a member of the Board of Directors of Schlumberger
Limited (the "Corporation"), a Netherlands Antilles corporation, hereby appoints
James L. Gunderson, Jack Liu, and Ellen S. Summer, and each of them severally,
the attorney or attorneys-in-fact and agent or agents of the undersigned, with
power to act without the others with full power of substitution, resubstitution
and revocation, for and in the name, place and stead of the undersigned in any
and all capacities as a director and officer of the Corporation to execute and
file from time to time with the Securities and Exchange Commission:
(1) Registration Statements under the Securities Act of 1933 relating to
the offering of shares of capital stock of the Corporation to the
public, and/or to the employees of the Corporation and/or its
subsidiaries under any stock option or other employee benefit plan,
and any amendment or amendments, post-effective or otherwise, to any
such Registration Statement, or any post-effective amendment with
respect thereto, and to take any and all such action for and in the
name, place and stead of the undersigned in any and all capacities as
a director and officer of the Corporation as may be necessary or
desirable in connection with any such Registration Statement or any
amendments thereto and any such offering of capital stock or other
securities of the Corporation, including the making of any
representation as may be required.
(2) Form 10-K Annual Reports under the Securities Exchange Act of 1934,
and any amendment or amendments to any such Form 10-K Annual Report,
and any agreements, consents or waivers relative thereto, and to take
any and all such other action for and in the name, place and stead of
the undersigned in any and all capacities as a director and officer of
the Corporation as may be necessary or desirable in connection with
any such Form 10-K Annual Report.
/s/ Don E. Akerman /s/ D. Euan Baird
- ------------------------------ ------------------------------
Don E. Ackerman D. Euan Baird
/s/ John Deutch /s/ Victor E. Grijalva
- ------------------------------ ------------------------------
John Deutch Victor E. Grijalva
/s/ Denys Henderson /s/ Andre Levy-Lang
- ------------------------------ ------------------------------
Denys Henderson Andre Levy-Lang
/s/ William T. McCormick, Jr. /s/ Didier Primat
- ------------------------------ ------------------------------
William T. McCormick, Jr. Didier Primat
/s/ Nicolas Seydoux /s/ Linda Gillespie Stuntz
- ------------------------------ ------------------------------
Nicolas Seydoux Linda Gillespie Stuntz
/s/ Sven Ullring /s/ Yoshihiko Wakumoto
- ------------------------------ ------------------------------
Sven Ullring Yoshihiko Wakumoto
Date: May 5, 2000
