As filed with the
Securities and Exchange Commission on March 2, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
General Electric Company
(Exact Name of Registrant
as Specified in Its Charter)
____________________
New York
(State or Other
Jurisdiction of Incorporation or Organization)
14-0689340
(I.R.S. Employer
Identification No.)
3135 Easton
Turnpike
Fairfield, Connecticut 06828
(Address of Principal Executive Offices)
____________________
GE Retirement Savings
Plan
(Full Title of the
Plan)
____________________
Christoph A. Pereira
Chief Corporate,
Securities and Finance Counsel
General Electric Company
3135 Easton
Turnpike
Fairfield, Connecticut 06828
(Name and Address of Agent for Service)
(203) 373-2663
(Telephone Number,
Including Area Code, of Agent for Service)
____________________
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do
not check if smaller reporting company)
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Smaller reporting company
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☐
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____________________
CALCULATION OF
REGISTRATION FEE
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Proposed
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Proposed
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Amount
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Maximum
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Maximum
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Title of Securities
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to be
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Offering
Price
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Aggregate
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Amount
of
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to be
Registered
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Registered
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Per Unit
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Offering Price (c)
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Registration Fee (c)
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U.S. Equity Fund Units
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75,000,000
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$55.61(a)
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$4,170,750,000
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$484,641.15
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Income Fund Units
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85,000,000
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$11.74(b)
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$997,900,000
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$115,955.98
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(a)
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Estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(h) of
the Securities Act. The maximum offering price per unit is based on the
book value (the net asset value) of the U.S. Equity Fund Units determined
on February 26, 2015, which was $55.61 per unit.
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(b)
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Estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(h) of
the Securities Act. The maximum offering price per unit is based on the
book value (the net asset value) of the Income Fund Units determined on
February 23, 2015, which was $11.74 per unit.
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(c)
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Estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act. Calculated in accordance with Section 6 of the
Securities Act and Rule 457 under the Securities Act by multiplying
0.0001162 and the proposed maximum aggregate offering price.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by General Electric Company, a New York corporation (the “Company”
or the “Registrant”), relating to 75,000,000 General Electric RSP U.S. Equity Fund (formerly the GE S&S U.S.
Equity Fund) (the “U.S. Equity Fund”) units (the “U.S. Equity Fund Units”) and 85,000,000 General
Electric RSP Income Fund (formerly the GE S&S Income Fund) (the “Income Fund” and, together with the U.S.
Equity Fund, the “Funds”) units (the “Income Fund Units” and, together with the U.S. Equity Fund Units,
the “Units”), each to be offered and sold under the GE Retirement Savings Plan (formerly the GE Savings and Security
Program) (the “Plan”). The Units are in addition to the 40,000,000 U.S. Equity Fund Units and 100,000,000 Income
Fund Units registered on the Company’s Registration Statement on Form S-8 (the “Prior Registration Statement”)
filed on February 24, 2012 with the Securities and Exchange Commission (the “SEC”) (SEC file number 333-179688)
This Registration Statement
relates to securities of the same class as that to which the Prior Registration
Statement relates and is submitted in accordance with General Instruction E to
Form S-8 regarding Registration of Additional Securities. Pursuant to General
Instruction E of Form S-8, the contents of the Prior Registration Statement are
incorporated herein by reference and made part of this Registration Statement,
except as amended hereby.
Item 8. Exhibits
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Exhibit
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No.
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Description
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3.1
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The
Company’s Certificate of Incorporation, as amended (Incorporated by
reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K dated
February 27, 2014 (SEC file number 001-00035))
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3.2
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The
Company’s By-Laws, as amended (Incorporated by reference to Exhibit 3(ii)
of the Company’s Current Report on Form 8-K dated February 11, 2015 (SEC
file number 001-00035))
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4.1
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Rules of
the Funds (Incorporated by reference to Exhibit 4.1 of the Company’s
Registration Statement on Form S-8 dated February 24, 2012 (SEC file
number 333-179688))
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5.1
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Opinion of
Gibson, Dunn & Crutcher LLP*
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5.2
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Internal
Revenue Service determination letter dated April 24, 2014 relating to the
GE Retirement Savings Plan*
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23.1
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Consent of
KPMG LLP, Independent Registered Public Accounting Firm relating to the
Company’s Form 10-K for the fiscal year ended December 31,
2014*
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23.2
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Consent of KPMG LLP, Independent Registered Public Accounting Firm relating to the U.S. Equity Fund’s and Income Fund’s
Forms N-CSR for the fiscal year ended December 31, 2013*
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23.3
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Consent of
Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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24.1
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Power of
Attorney of General Electric Company*
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24.2
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Power of
Attorney of the U.S. Equity Fund*
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24.3
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Power of
Attorney of the Income Fund*
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____________________
* Filed
herewith
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2
Item 9. Undertakings
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1.
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The
undersigned Registrant hereby undertakes:
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(a)
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To file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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(i)
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To include any
prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To reflect in the
prospectus any facts or events arising after the effective date of this
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
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(iii)
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To include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
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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 with or furnished to the SEC by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
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(b)
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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
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(c)
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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.
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2.
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The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities
Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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.
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3.
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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 SEC 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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3
SIGNATURES
The Company.
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 Town of Fairfield, State of
Connecticut, on this 2
nd
day of March, 2015.
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GENERAL ELECTRIC COMPANY
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By:
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/s/ Brackett B. Denniston
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Name:
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Brackett B. Denniston
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Title:
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Senior Vice President, Secretary and
General
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Counsel
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Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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*
Jeffrey R. Immelt
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Chairman of the Board and Chief
Executive
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March 2, 2015
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Officer
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(Principal Executive Officer)
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Jeffrey S. Bornstein
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Senior Vice President and Chief Financial
Officer
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March 2, 2015
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(Principal Financial Officer)
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Jan R. Hauser
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Vice
President, Controller and Chief Accounting
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March 2, 2015
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Officer
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(Principal Accounting Officer)
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* W.
Geoffrey Beattie
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Director
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March 2, 2015
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John J. Brennan
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Director
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March 2, 2015
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*
James I. Cash, Jr.
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Director
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March 2, 2015
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*
Francisco D’Souza
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Director
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March 2, 2015
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*
Marijn E. Dekkers
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Director
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March 2, 2015
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Ann M. Fudge
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Director
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March 2, 2015
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Susan J. Hockfield
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Director
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March 2, 2015
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*
Andrea Jung
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Director
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March 2, 2015
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Robert W. Lane
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Director
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March 2, 2015
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*
Rochelle B. Lazarus
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Director
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March 2, 2015
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James J. Mulva
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Director
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March 2, 2015
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James E. Rohr
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Director
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March 2, 2015
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Mary L. Schapiro
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Director
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March 2, 2015
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*
Robert J. Swieringa
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Director
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March 2, 2015
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*
James S. Tisch
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Director
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March 2, 2015
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*
Douglas A. Warner III
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Director
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March 2, 2015
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A
Majority of the Board of Directors.
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*
By:
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/s/ Christoph A. Pereira
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Christoph A.
Pereira
Attorney-in-Fact
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4
The General Electric RSP
U.S. Equity Fund.
Pursuant to the
requirements of the Securities Act, the trustees of the General Electric RSP
U.S. Equity Fund have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the Town of
Fairfield, State of Connecticut, on this 2
nd
day of March, 2015.
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GENERAL ELECTRIC RSP U.S. EQUITY
FUND
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By:
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/s/
Christoph A. Pereira
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Name:
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Christoph A. Pereira
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Title:
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Attorney-in-Fact
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Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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*
Dmitri L. Stockton
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Trustee
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March 2, 2015
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*
George A. Bicher
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Trustee
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March 2, 2015
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*
Paul M. Colonna
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Trustee
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March 2, 2015
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*
Jeanne M. LaPorta
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Trustee
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March 2, 2015
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*
Gregory B. Hartch
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Trustee
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March 2, 2015
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*
Ralph R. Layman
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Trustee
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March 2, 2015
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*
Matthew J. Simpson
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Trustee
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March 2, 2015
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*
Donald W. Torey
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Trustee
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March 2, 2015
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*
David Wiederecht
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Trustee
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March 2, 2015
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*
Matthew Zakrzewski
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Trustee
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March 2, 2015
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A
Majority of the Trustees.
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*
By:
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/s/ Christoph A. Pereira
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Christoph A.
Pereira
Attorney-in-Fact
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5
The General Electric RSP
Income Fund.
Pursuant to the
requirements of the Securities Act, the trustees of the General Electric RSP
Income Fund have duly caused this Registration Statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield,
State of Connecticut, on this 2
nd
day of March, 2015.
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GENERAL ELECTRIC RSP INCOME FUND
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By:
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/s/ Christoph A.
Pereira
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Name:
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Christoph A. Pereira
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Title:
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Attorney-in-Fact
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Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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*
Dmitri L. Stockton
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Trustee
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March 2, 2015
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*
George A. Bicher
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Trustee
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March 2, 2015
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*
Paul M. Colonna
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Trustee
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March 2, 2015
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*
Jeanne M. LaPorta
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Trustee
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March 2, 2015
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*
Gregory B. Hartch
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Trustee
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March 2, 2015
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*
Ralph R. Layman
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Trustee
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March 2, 2015
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*
Matthew J. Simpson
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Trustee
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March 2, 2015
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*
Donald W. Torey
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Trustee
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March 2, 2015
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*
David Wiederecht
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Trustee
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March 2, 2015
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*
Matthew Zakrzewski
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Trustee
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March 2, 2015
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A
Majority of the Trustees.
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*
By:
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/s/
Christoph A. Pereira
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Christoph A.
Pereira
Attorney-in-Fact
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6
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Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY
10166-0193
Tel
212.351.4000
www.gibsondunn.com
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March 2, 2015
General Electric Company
3135 Easton
Turnpike
Fairfield, CT 06828
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Re:
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General Electric
Company
Registration Statement on Form
S-8
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Ladies and Gentlemen:
We have examined the Registration
Statement on Form S-8 (the “Registration Statement”), of General Electric
Company, a New York corporation (the “Company”), to be filed with the Securities
and Exchange Commission (the “Commission”) pursuant to the Securities Act of
1933, as amended (the “Securities Act”), in connection with the offering by (i)
the General Electric RSP U.S. Equity Fund (the “Equity Fund”), a New York common
law trust that is registered as an investment company with the Commission of up
to 75,000,000 units of the Equity Fund (the “Equity Fund Units”) and (ii) the
General Electric RSP Income Fund, a New York common law trust that is also
registered as an investment company with the Commission (the “Income Fund”) of
up to 85,000,000 units of the Income Fund (the “Income Fund Units”) to be
offered and sold to employees of the Company and its affiliates participating in
the General Electric Retirement Savings Plan (the “Plan”). The Plan consists of
a qualified profit sharing plan under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the “Code”) that contains a qualified cash or deferred
arrangement under Section 401(k) of the Code, as well as a savings program that
permits participants to purchase United States Savings Bonds on an after-tax
basis. The Equity Fund and the Income Fund are two of the investment options
offered under the Plan.
In arriving at the opinion expressed
below, we have examined the Plan and the originals, or copies certified or
otherwise identified to our satisfaction as being true and complete copies of
such documents, corporate records and certificates of officers of the Company
and of public officials and other instruments as we have deemed necessary or
advisable to enable us to render the opinions set forth below. We have also made
such other investigations as we have deemed relevant and necessary or
appropriate in connection with the opinion hereinafter set forth. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies. We have also assumed that there are
no agreements or understandings between or among the Company and any
participants in the Plan that would expand, modify or otherwise affect the terms
of the Plan or the respective rights or obligations of the participants
thereunder. Finally, we have assumed the accuracy of all other information
provided to us by the Company during the course of our investigations, on which
we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and
in reliance thereon, and subject to the assumptions, exceptions, qualifications,
assumptions and limitations set forth herein and in reliance on the statements
of fact contained in the documents that we have examined, we are of the opinion
that the Equity Fund Units and the Income Fund Units, when issued and sold in
accordance with the terms set forth in the Plan and against payment therefor,
and when the Registration Statement has become effective under the Securities
Act, will be validly issued and non-assessable.
We express no opinion regarding the
effectiveness of any waiver (whether or not stated as such) contained in the
Plan of rights of any party, or duties owing to it, that is broadly or vaguely
stated or does not describe the right or duty purportedly waived with reasonable
specificity or any provision in the Plan relating to indemnification,
exculpation or contribution.
We render no opinion herein as to matters
involving the laws of any jurisdiction other than the State of New York and the
United States of America. This opinion is limited to the current laws of the
States of New York and the current federal laws of the United States, and to the
current judicial interpretations thereof and to the facts as they exist on the
date hereof. We assume no obligation to revise or supplement our opinions should
the present laws, or the interpretation thereof, be changed in respect of any
circumstances or events that occur subsequent to the date hereof.
We consent to the filing of this opinion
as an exhibit to the Registration Statement, and we further consent to the use
of our name under Item 5 in the Registration Statement and the prospectus that
forms a part thereof. In giving these consents, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Beijing • Brussels • Century City • Dallas • Denver • Dubai • Hong Kong • London • Los Angeles • Munich
New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS,
that each of the
undersigned, being a director or officer of General Electric Company, a New York
corporation (the “Company”), hereby constitutes and appoints Jeffrey R. Immelt,
Brackett B. Denniston, Jeffrey Bornstein, Jan Hauser and Christoph A. Pereira,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full and several power of substitution and resubstitution and to act with or
without the others, for him or her and in his or her name, place and stead in
any and all capacities: (i) to sign this Registration Statement under the
Securities Act of 1933, as amended, on Form S-8, any amendments thereto, and all
post-effective amendments and supplements to this Registration Statement for the
registration of the Company’s securities; and (ii) to file this Registration
Statement and any and all amendments and supplements thereto, with any exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, in each case, in such forms as they or any one of them may
approve, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done to the end that such Registration Statement or Registration
Statements shall comply with the Securities Act of 1933, as amended, and the
applicable Rules and Regulations adopted or issued pursuant thereto, as fully
and 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 substitute or resubstitute, may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney may be
signed in any number of counterparts, each of which shall constitute an original
and all of which, taken together, shall constitute one Power of Attorney.
IN WITNESS
WHEREOF,
each of the undersigned
has hereunto set his or her hand this 19
th
day of February,
2015.
|
/s/ Jeffrey R. Immelt
|
|
/s/ Andrea Jung
|
|
Jeffrey R. Immelt
|
|
Andrea Jung
|
|
Chairman of the Board and Chief Executive Officer
|
|
Director
|
|
(Principal Executive Officer and Director)
|
|
|
|
|
|
/s/ Jeffrey Bornstein
|
|
/s/ Robert W. Lane
|
|
Jeffrey Bornstein
|
|
Robert W. Lane
|
|
Senior Vice President and Chief Financial Officer
|
|
Director
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Jan Hauser
|
|
/s/ Rochelle B.
Lazarus
|
|
Jan
Hauser
|
|
Rochelle B. Lazarus
|
|
Vice
President, Controller and Chief Accounting Officer
|
|
Director
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ W. Geoffrey Beattie
|
|
/s/ James J. Mulva
|
|
W.
Geoffrey Beattie
|
|
James J. Mulva
|
|
Director
|
|
Director
|
|
|
|
/s/ John J. Brennan
|
|
/s/ James E. Rohr
|
|
John
J. Brennan
|
|
James E. Rohr
|
|
Director
|
|
Director
|
|
|
|
/s/ James I. Cash, Jr.
|
|
/s/ Mary L. Schapiro
|
|
James I. Cash, Jr.
|
|
Mary
L. Schapiro
|
|
Director
|
|
Director
|
|
|
|
/s/ Francisco D’Souza
|
|
/s/ Robert J.
Swieringa
|
|
Francisco D’Souza
|
|
Robert J. Swieringa
|
|
Director
|
|
Director
|
|
|
|
/s/ Marijn E. Dekkers
|
|
/s/ James S. Tisch
|
|
Marijn E. Dekkers
|
|
James S. Tisch
|
|
Director
|
|
Director
|
|
|
|
/s/ Ann M. Fudge
|
|
/s/ Douglas A. Warner
III
|
|
Ann
M. Fudge
|
|
Douglas A. Warner III
|
|
Director
|
|
Director
|
|
|
|
/s/ Susan J. Hockfield
|
|
|
|
Susan J. Hockfield
|
|
|
|
Director
|
|
|
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS,
that each of the
undersigned, being a trustee of the General Electric RSP U.S. Equity Fund, an
open-end management investment company registered under the U.S. Investment
Company Act of 1940, hereby constitutes and appoints Jeffrey R. Immelt, Brackett
B. Denniston, Jeffrey Bornstein, Jan Hauser and Christoph A. Pereira, and each
of them, his or her true and lawful attorney-in-fact and agent, with full and
several power of substitution and resubstitution and to act with or without the
others, for him or her and in his or her name, place and stead in any and all
capacities: (i) to sign this Registration Statement under the Securities Act of
1933, as amended, on Form S-8, any amendments thereto, and all post-effective
amendments and supplements to this Registration Statement for the registration
of the Company’s securities; and (ii) to file this Registration Statement and
any and all amendments and supplements thereto, with any exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, in each case, in such forms as they or any one of them may approve,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done to the end that such Registration Statement or Registration
Statements shall comply with the Securities Act of 1933, as amended, and the
applicable Rules and Regulations adopted or issued pursuant thereto, as fully
and 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 substitute or resubstitute, may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney may be
signed in any number of counterparts, each of which shall constitute an original
and all of which, taken together, shall constitute one Power of Attorney.
IN WITNESS
WHEREOF,
each of the undersigned
has hereunto set his or her hand this 4
th
day of February,
2015.
|
/s/
Dmitri L. Stockton
|
|
/s/
Ralph R. Layman
|
|
Dmitri L. Stockton
|
|
Ralph R. Layman
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/
George A. Bicher
|
|
/s/
Matthew J. Simpson
|
|
George A. Bicher
|
|
Matthew J. Simpson
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/
Paul M. Colonna
|
|
/s/
Donald W. Torey
|
|
Paul
M. Colonna
|
|
Donald W. Torey
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/
Michael J. Cosgrove
|
|
/s/
David Wiederecht
|
|
Michael J. Cosgrove
|
|
David Wiederecht
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/
Gregory B. Hartch
|
|
|
|
Gregory B. Hartch
|
|
|
|
Trustee
|
|
|
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS,
that each of the
undersigned, being a trustee of the General Electric RSP Income Fund, an
open-end management investment company registered under the U.S. Investment
Company Act of 1940, hereby constitutes and appoints Jeffrey R. Immelt, Brackett
B. Denniston, Jeffrey Bornstein, Jan Hauser and Christoph A. Pereira, and each
of them, his or her true and lawful attorney-in-fact and agent, with full and
several power of substitution and resubstitution and to act with or without the
others, for him or her and in his or her name, place and stead in any and all
capacities: (i) to sign this Registration Statement under the Securities Act of
1933, as amended, on Form S-8, any amendments thereto, and all post-effective
amendments and supplements to this Registration Statement for the registration
of the Company’s securities; and (ii) to file this Registration Statement and
any and all amendments and supplements thereto, with any exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, in each case, in such forms as they or any one of them may approve,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done to the end that such Registration Statement or Registration
Statements shall comply with the Securities Act of 1933, as amended, and the
applicable Rules and Regulations adopted or issued pursuant thereto, as fully
and 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 substitute or resubstitute, may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney may be
signed in any number of counterparts, each of which shall constitute an original
and all of which, taken together, shall constitute one Power of Attorney.
IN WITNESS
WHEREOF,
each of the undersigned
has hereunto set his or her hand this 4
th
day of February,
2015.
|
/s/ Dmitri L. Stockton
|
|
/s/ Ralph R. Layman
|
|
Dmitri L. Stockton
|
|
Ralph R. Layman
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/ George A. Bicher
|
|
/s/ Matthew J.
Simpson
|
|
George A. Bicher
|
|
Matthew J. Simpson
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/ Paul M. Colonna
|
|
/s/ Donald W. Torey
|
|
Paul M. Colonna
|
|
Donald W. Torey
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/ Michael J. Cosgrove
|
|
/s/ David Wiederecht
|
|
Michael J. Cosgrove
|
|
David Wiederecht
|
|
Trustee
|
|
Trustee
|
|
|
|
/s/ Gregory B. Hartch
|
|
|
|
Gregory B. Hartch
|
|
|
|
Trustee
|
|
|
