Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 34 202K
Pursuant to a Transaction
2: EX-1.(B) Form of Underwriting Agmt. for Preferred Shares 19 70K
3: EX-1.(C) Form of Underwriting Agmt. for Common Stock 17 63K
4: EX-4.(G) Form of Senior Note 8 26K
5: EX-4.(H) Form of Certificate of Designation 19 70K
6: EX-4.(I) Form of Preferred Stock Certificate 2 12K
7: EX-4.(J) Convertible Preferred Stock Certificate 2 11K
8: EX-4.(K) Form of Deposit Agreement 25 102K
9: EX-4.(L) Form of Debt Warrant Agreement 20 75K
10: EX-4.(M) Form of Preferred Shares Warrant Agreement 18 67K
11: EX-4.(N) Form of Common Stock Warrant Agreement 25 90K
12: EX-4.(O) Form of Common Stock Certificate 2 14K
13: EX-5 Opinion of Assistant General Counsel 4 20K
14: EX-12 Computations of Ratios 2± 12K
15: EX-23.(B) Consent of Ernst & Young LLP 1 8K
16: EX-24 Powers of Attorney 12 35K
17: EX-25 Form T-1 4 15K
EX-24 — Powers of Attorney
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Exhibit 24
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Rand V. Araskog
----------------------------------------
Rand V. Araskog
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ L. DeSimone
----------------------------------------
Livio D. DeSimone
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Roger A. Enrico
----------------------------------------
Roger A. Enrico
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ William W. George
----------------------------------------
William W. George
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Roger L. Hale
----------------------------------------
Roger L. Hale
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Betty Ruth Hollander
----------------------------------------
Betty Ruth Hollander
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Michele J. Hooper
---------------------------------------
Michele J. Hooper
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Mary Patterson McPherson
----------------------------------------
Mary Patterson McPherson
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Solomon D. Trujillo
----------------------------------------
Solomon D. Trujillo
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Robert J. Ulrich
----------------------------------------
Robert J. Ulrich
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ John R. Walter
----------------------------------------
John R. Walter
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby make,
constitute and appoint ROBERT J. ULRICH, STEPHEN E. WATSON, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, SARA J. ROSS, WILLIAM E. HARDER, and FRANK R.
SUSHAK, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-3, Form S-8, or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.
in connection with the registration under the Securities Act of 1933, as
amended, of debentures or other securities of said Corporation, and any
securities (including securities issued by pass-through trusts) issued in
connection with sale and leaseback transactions entered into by the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
as of this 11th day of January, 1995.
/s/ Stephen E. Watson
----------------------------------------
Stephen E. Watson
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