Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-24.1 — Power of Attorney
| EX-24.1 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director of
WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute and appoint
MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, my
true and lawful attorney and agent, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Guarantor to comply with the Securities Act of 1933,
as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign my name in my capacity as a
director to the Registration Statement on Form F-4 to be filed with the
Securities and Exchange Commission with respect to such Securities, to any and
all amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of such
Registration Statement, to any related Registration Statement filed pursuant to
Rule 462 under the Act, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any and all
amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and I hereby ratify and confirm
all that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 8th
day of March 1999.
Signed and DELIVERED as a }
DEED by Richard J.S. Bucknall } /s/ Richard J.S. Bucknall
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ V. Cunliffe
-------------------------
V. Cunliffe
-------------------------
J. Constable Gardens
-------------------------
Edgware Middlesex HA8 5SF
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director and
officer of WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute
and appoint MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each
of them, my true and lawful attorney and agent, to do any and all acts and
all things and to execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable the Guarantor to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission
thereunder, in connection with the registration under the Act of the Exchange
Notes (the "Securities"), including, without limitation, the power and
authority to sign my name in my capacity as a director and officer to the
Registration Statement on Form F-4 to be filed with the Securities and
Exchange Commission with respect to such Securities, to any and all
amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of
such Registration Statement, to any related Registration Statement filed
pursuant to Rule 462 under the Act, and to any and all instruments or
documents filed as part of or in connection with such Registration Statement
or any and all amendments thereto, whether such amendments are filed before
or after the effective date of such Registration Statement; and I hereby
ratify and confirm all that such attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 10th
day of March 1999.
Signed and DELIVERED as a }
DEED by Thomas Colraine } /s/ Thomas Colraine
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ Julian MacKenzie
-------------------------
Julian MacKenzie
-------------------------
Ten Trinity Square
-------------------------
London ECP 3AX
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director of
WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute and appoint
MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, my
true and lawful attorney and agent, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Guarantor to comply with the Securities Act of 1933,
as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign my name in my capacity as a
director to the Registration Statement on Form F-4 to be filed with the
Securities and Exchange Commission with respect to such Securities, to any and
all amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of such
Registration Statement, to any related Registration Statement filed pursuant to
Rule 462 under the Act, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any and all
amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and I hereby ratify and confirm
all that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 3rd
day of March 1999.
Signed and DELIVERED as a }
DEED by Brian D. Johnson } /s/ Brian D. Johnson
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ Marcia Hillenbrand
-------------------------
Marcia Hillenbrand
-------------------------
26 Century Boulevard
-------------------------
Nashville TN 37214
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director of
WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute and appoint
MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, my
true and lawful attorney and agent, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Guarantor to comply with the Securities Act of 1933,
as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign my name in my capacity as a
director to the Registration Statement on Form F-4 to be filed with the
Securities and Exchange Commission with respect to such Securities, to any and
all amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of such
Registration Statement, to any related Registration Statement filed pursuant to
Rule 462 under the Act, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any and all
amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and I hereby ratify and confirm
all that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 8th
day of March 1999.
Signed and DELIVERED as a }
DEED by Patrick Lucas } /s/ Patrick Lucas
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ Hilt Valerie
-------------------------
5 rue Gilbert Degreront
-------------------------
92500 Rueil Mal Maison
-------------------------
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director of
WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute and appoint
MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, my
true and lawful attorney and agent, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Guarantor to comply with the Securities Act of 1933,
as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign my name in my capacity as a
director to the Registration Statement on Form F-4 to be filed with the
Securities and Exchange Commission with respect to such Securities, to any and
all amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of such
Registration Statement, to any related Registration Statement filed pursuant to
Rule 462 under the Act, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any and all
amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and I hereby ratify and confirm
all that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 3rd
day of March 1999.
Signed and DELIVERED as a }
DEED by George Frederick Nixon } /s/ George Frederick Nixon
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ T.M. Warren
-------------------------
Miss T.M. Warren
-------------------------
Ten Trinity Square
-------------------------
London EC3P 3AX
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director of
WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute and appoint
MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, my
true and lawful attorney and agent, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Guarantor to comply with the Securities Act of 1933,
as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign my name in my capacity as a
director to the Registration Statement on Form F-4 to be filed with the
Securities and Exchange Commission with respect to such Securities, to any and
all amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of such
Registration Statement, to any related Registration Statement filed pursuant to
Rule 462 under the Act, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any and all
amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and I hereby ratify and confirm
all that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 10th
day of March 1999.
Signed and DELIVERED as a }
DEED by John Marriot Pelly } /s/ John Marriot Pelly
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ Sandra L. Preston
-------------------------
Sandra Preston
-------------------------
40 Waterbank Road
-------------------------
London SE6 3DU
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director of
WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute and appoint
MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, my
true and lawful attorney and agent, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Guarantor to comply with the Securities Act of 1933,
as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign my name in my capacity as a
director to the Registration Statement on Form F-4 to be filed with the
Securities and Exchange Commission with respect to such Securities, to any and
all amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of such
Registration Statement, to any related Registration Statement filed pursuant to
Rule 462 under the Act, and to any and all instruments or documents filed as
part of or in connection with such Registration Statement or any and all
amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and I hereby ratify and confirm
all that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 4th
day of March 1999.
Signed and DELIVERED as a }
DEED by Kenneth Pinkston } /s/ K.H. Pinkston
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ Janet M. Wilkins
-------------------------
Janet M. Wilkins
-------------------------
26 Century Boulevard
-------------------------
Nashville TN 37214
-------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, being a director and
officer of WILLIS CORROON GROUP LIMITED (the "Guarantor"), hereby constitute
and appoint MICHAEL P. CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each
of them, my true and lawful attorney and agent, to do any and all acts and
all things and to execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable the Guarantor to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission
thereunder, in connection with the registration under the Act of the Exchange
Notes (the "Securities"), including, without limitation, the power and
authority to sign my name in my capacity as a director and officer to the
Registration Statement on Form F-4 to be filed with the Securities and
Exchange Commission with respect to such Securities, to any and all
amendments or supplements to such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of
such Registration Statement, to any related Registration Statement filed
pursuant to Rule 462 under the Act, and to any and all instruments or
documents filed as part of or in connection with such Registration Statement
or any and all amendments thereto, whether such amendments are filed before
or after the effective date of such Registration Statement; and I hereby
ratify and confirm all that such attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed as a deed this 9th
day of March 1999.
Signed and DELIVERED as a }
DEED by John Reeve } /s/ J. Reeve
-----------------------------------------
in the presence of:
(witness - please sign and print name and address)
/s/ S.R. Cadman
-------------------------
S. R. Cadman
-------------------------
48 More Close
-------------------------
St. Paul's Court
-------------------------
West Kensington WI4 9BN
-------------------------
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an
officer or director, or both, of WILLIS CORROON CORPORATION (the "Issuer"), in
his capacity as set forth below, hereby constitutes and appoints MICHAEL P.
CHITTY, THOMAS COLRAINE, and BART R. SCHWARTZ and each of them, his true and
lawful attorney and agent, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem necessary or
desirable to enable the Issuer to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under the Act of the Exchange Notes (the "Securities"), including,
without limitation, the power and authority to sign the name of each of the
undersigned in the capacities indicated below to the Registration Statement on
Form F-4 to be filed with the Securities and Exchange Commission with respect to
such Securities, to any and all amendments or supplements to such Registration
Statement, whether such amendments or supplements are filed before or after the
effective date of such Registration Statement, to any related Registration
Statement filed pursuant to Rule 462 under the Act, and to any and all
instruments or documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether such
amendments are filed before or after the effective date of such Registration
Statement; and each of the undersigned hereby ratifies and confirms all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been signed below on the dates
indicated by the following persons in the capacities indicated with the
registrant.
[Download Table]
SIGNATURE TITLE DATE
------------------------------ -------------------------- -------------------
Group Executive Director
responsible for North
/s/ KENNETH H. PINKSTON American Retail, U.S.
------------------------------ Wholesale, Asia-Pacific March 8, 1999
Kenneth H. Pinkston and rest of world;
Director
/s/ BRIAN D. JOHNSON Executive responsible for
------------------------------ North American Retail; March 9, 1999
Brian D. Johnson Director
/s/ CHARLES D. HAMILTON Senior Vice President,
------------------------------ Director of Finance and March 8, 1999
Charles D. Hamilton Administration; Director
/s/ BART R. SCHWARTZ Senior Vice President;
------------------------------ Corporate Secretary and March 8, 1999
Bart R. Schwartz General Counsel; Director
Senior Vice President;
/s/ KIM WINDROW Director of Human
------------------------------ Resources; North America; March 8, 1999
Kim Windrow Director
Dates Referenced Herein
| Referenced-On Page |
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| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 3/9/99 | | 9 |
| | 3/8/99 | | 9 |
| List all Filings |
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