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As filed with the Securities and Exchange Commission on January 13, 2006
Registration No. 333-36440
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
CBS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 West 52nd Street, New York, New York 10019
(212) 975-4321
(Address and phone number of principal executive offices, including zip code)
-----------------------------
CBS Corporation Deferred Compensation and Stock Plan for Directors
CBS Corporation 1991 Long-Term Incentive Plan
CBS Corporation 1993 Long-Term Incentive Plan
(Full title of the plans)
Louis J. Briskman, Esq.
Executive Vice President and General Counsel
CBS Corporation, 51 West 52nd Street, New York, New York 10019
(212) 975-4321
(Name, address and telephone number of agent for service)
-------------------------
EXPLANATORY NOTE
CBS Corporation, a Delaware corporation (the "Registrant"), is filing with
the Securities and Exchange Commission this Post-Effective Amendment No. 1 to
its Registration Statement on Form S-8 (File No. 333-36440) (the "Registration
Statement") as a result of the merger (the "Merger") of Viacom Merger Sub Inc.,
a Delaware corporation, with and into the Registrant on December 31, 2005, with
the Registrant as the surviving corporation of the Merger. Upon completion of
the Merger, the name of the Registrant was changed from "Viacom Inc." to "CBS
Corporation." This Post-Effective Amendment No. 1 is filed to reflect (i) the
change in the name of the Registrant, (ii) a reduction in the par value of the
Registrant's Class B Common Stock registered under the Registration Statement
from $0.01 to $0.001 per share, (iii) the removal of the Westinghouse Savings
Program because no shares are currently being offered under this Registration
Statement pursuant to such plan and (iv) the removal of the CBS Employee
Investment Fund, the Infinity Broadcasting Corporation Employees' 401(k) Plan
and the Infinity Broadcasting Corporation Employees' 401(k) Union Plan, which
subsequent to the original filing of this Registration Statement were merged
into the CBS Corporation 401(k) Plan (formerly known as the Viacom Inc. 401(k)
Plan), pursuant to which shares of the Registrant are being offered under the
Registrant's Registration Statement filed on February 8, 2002 (File No.
333-82422).
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 Post-Effective
Amendment No. 1 to Registration Statement No. 333-36440 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 13th day of January, 2006.
CBS CORPORATION
By: /s/ Angeline C. Straka
---------------------------------------
Name: Angeline C. Straka
Title: Senior Vice President, Deputy
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-36440 on Form
S-8 has been signed by the following persons in the capacities indicated on the
13th day of January, 2006.
Signature Title
* Director, President and
- ------------------------------- Chief Executive Officer
Leslie Moonves (Principal Executive Officer)
* Executive Vice President
- ------------------------------- and Chief Financial Officer
Fredric G. Reynolds (Principal Financial Officer)
/s/ Susan C. Gordon Senior Vice President,
- ------------------------------- Controller and Chief
Susan C. Gordon Accounting Officer
(Principal Accounting Officer)
* Director
- -------------------------------
David R. Andelman
* Director
- -------------------------------
Joseph A. Califano, Jr.
* Director
- -------------------------------
William S. Cohen
* Director
- -------------------------------
Philippe P. Dauman
* Vice Chair and Director
- -------------------------------
Shari Redstone
* Chairman and Director
- -------------------------------
Sumner M. Redstone
* Director
- -------------------------------
Robert D. Walter
*By: /s/ Angeline C. Straka
------------------------------------------
Angeline C. Straka, Attorney-in-Fact January 13, 2006
Exhibit Index
Exhibit No. Description of Document
4.1* Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-4 as amended
(File No. 333-128821) filed on November 23, 2005).
4.2* Form of Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-4 as amended
(File No. 333-128821) filed on November 23, 2005).
4.3* Agreement and Plan of Merger, dated as of September 6, 1999,
as amended and restated as of October 8, 1999 and as of
November 23, 1999, among Viacom Inc., the former CBS
Corporation and Viacom CBS LLC (incorporated by reference to
Amendment No. 3 to the Registration Statement on Form S-4
filed by Viacom Inc. on November 24, 1999 (File No.
333-88613)).
4.4* CBS Corporation 1993 Long-Term Incentive Plan, amended as of
July 28, 1999, (incorporated by reference to Exhibit 4.4 to
the Registrant's Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 filed by the Registrant on May 5, 2000 (File No.
333-88613)).
4.5* CBS Corporation 1991 Long-Term Incentive Plan, amended as of
July 28, 1999 (incorporated by reference to Exhibit 4.5 to the
Registrant's Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 filed by the Registrant on May 5, 2000 (File No.
333-88613)).
4.6* CBS Corporation Deferred Compensation and Stock Plan for
Directors, amended as of February 24, 2000 (incorporated by
reference to Exhibit 10(y)(ix) to the Annual Report on Form
10-K of the Registrant for the fiscal year ended December
31, 2000 (File No. 001-09553)).
5.1* Opinion of Michael D. Fricklas, Esq. as to the legality of the
securities being registered.
23.1* Consent of Pricewaterhouse Coopers LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Mitchell & Titus, LLP.
23.4* Consent of Michael D. Fricklas, Esq.
24** Powers of Attorney.
- ------------------
* Previously filed or incorporated by reference in this Registration Statement.
** Filed herewith.
CBS CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and officer of
CBS CORPORATION hereby constitutes and appoints Louis J. Briskman and Angeline
C. Straka, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign (a)
post-effective amendments to the registration statements on Form S-8 listed on
Annex A and any and all amendments and subsequent post-effective amendments to
such registration statements, and (b) registration statements on Form S-8
(including a post-effective amendment on Form S-8 to Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-128821)), and any amendments or
supplements thereto, relating to the issuance of shares of CBS Class B Common
Stock, par value $0.001 per share, under the relevant plans of the Company set
forth on Annex A and in connection with the separation of Viacom Inc. into CBS
Corporation and new Viacom Inc.; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 13th day of
January, 2006.
Sign: /s/ Leslie Moonves
-------------------------------------------
Print Name: Leslie Moonves
-------------------------------------
CBS CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer of CBS
CORPORATION hereby constitutes and appoints Louis J. Briskman and Angeline C.
Straka, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign (a) post-effective
amendments to the registration statements on Form S-8 listed on Annex A and any
and all amendments and subsequent post-effective amendments to such registration
statements, and (b) registration statements on Form S-8 (including a
post-effective amendment on Form S-8 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-128821)), and any amendments or supplements
thereto, relating to the issuance of shares of CBS Class B Common Stock, par
value $0.001 per share, under the relevant plans of the Company set forth on
Annex A and in connection with the separation of Viacom Inc. into CBS
Corporation and new Viacom Inc.; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 13th day of
January, 2006.
Sign: /s/ Fredric G. Reynolds
------------------------------------
Print Name: Fredric G. Reynolds
------------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ David R. Andelman
------------------------------------
Print Name: David R. Andelman
------------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Joseph A. Califano, Jr.
------------------------------------
Print Name: Joseph A. Califano, Jr.
------------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ William S. Cohen
----------------------------------
Print Name: William S. Cohen
----------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Philippe P. Dauman
-------------------------------------
Print Name: Philippe P. Dauman
-------------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Shari Redstone
-------------------------------------
Print Name: Shari Redstone
-------------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Sumner M. Redstone
----------------------------------
Print Name: Sumner M. Redstone
----------------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC.
(to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Robert D. Walter
-----------------------------------
Print Name: Robert D. Walter
-----------------------------
ANNEX A
Viacom Inc. S-8 Registration Statements
- -------------------- --------------------------------------------------------------------------------------
Filing Number and Plans Covered
Date
- ---------------------- --------------------------------------------------------------------------------------
333-124172 o Viacom Inc. 2004 Long-Term Management Incentive Plan
4/19/2005
- ---------------------- --------------------------------------------------------------------------------------
333-108105 o 1993 CBS Corporation Long-Term Incentive Plan
8/20/2003 o Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
o King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of March 17, 1994
o King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of March 17, 1994
o King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of October 6, 1995
o King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of October 6, 1995
o King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of September 15, 1997
o King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of September 15, 1997
o King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of September 16, 1998
o King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of September 16, 1998
o King World Productions, Inc. Stock Option Agreement with Timothy Bennett
dated as of September 16, 1998
o King World Productions, Inc. Stock Option Agreement with Dianne Hudson
dated as of September 16, 1998
o King World Productions, Inc. Stock Option Agreement with Douglas Pattison
dated as of September 16, 1998
- ---------------------- --------------------------------------------------------------------------------------
333-82422 o Viacom 401(k) Plan
2/8/2002 o The Westinghouse Savings Program
- ---------------------- --------------------------------------------------------------------------------------
333-75752 o The Viacom Excess 401(k) Plan
12/21/2001
- ---------------------- --------------------------------------------------------------------------------------
- -------------------- --------------------------------------------------------------------------------------
Filing Number and Plans Covered
Date
- ---------------------- --------------------------------------------------------------------------------------
333-55346 o Viacom Inc. 2000 Long-Term Management Incentive Plan
2/9/2001 o Viacom Inc. 1997 Long-Term Management Incentive Plan
o Viacom Inc. 2000 Stock Option Plan for Outside Directors
o Post Effective Amendment (filed 2/21/2001)
o Infinity Broadcasting Corporation Employees' 401(k) Plan
o Infinity Broadcasting Corporation Union Employees' 401(k) Plan
o Outdoor Systems, Inc. 401(k) Plan
o CBS Employee Investment Fund
o Infinity Broadcasting Corporation Stock Plan for Directors
o Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
o Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
o Outdoor Systems, Inc. 1996 Omnibus Plan
- ---------------------- --------------------------------------------------------------------------------------
333-88613 o The Westinghouse Savings Program
5/5/2000 o CBS Employee Investment Fund
o Infinity Broadcasting Corporation Employees' 401(k)Plan
o Infinity Broadcasting Corporation Employees' 401(k) Union Plan
o Amended and Restated Infinity Broadcasting Corporation Stock Option Plan
o King World 1998 Stock Option and Restricted Stock Purchase Plan
o King World 1996 Amended and Restated Stock Option and Restricted Stock Purchase Plan
o King World Salesforce Bonus Plan
o CBS Corporation Deferred Compensation and Stock Plan for Directors
o CBS 1991 Long-Term Incentive Plan
o CBS 1993 Long-Term Incentive Plan
o Westinghouse 1984 Long-Term Incentive Plan
o Non-Qualified Stock Option Agreement for Leo Yochum
- ---------------------- --------------------------------------------------------------------------------------
333-36440 o The Westinghouse Savings Program
5/5/2000 o CBS Employee Investment Fund
o Infinity Broadcasting Corporation Employees' 401(k) Plan
o Infinity Broadcasting Corporation Employees' 401(k) Union Plan
o CBS Corporation Deferred Compensation and Stock Plan for Directors
o CBS 1991 Long-Term Incentive Plan
o CBS 1993 Long-Term Incentive Plan
- ---------------------- --------------------------------------------------------------------------------------
- -------------------- --------------------------------------------------------------------------------------
Filing Number and Plans Covered
Date
- ---------------------- --------------------------------------------------------------------------------------
333-34125 o Viacom Inc. 1997 Long-Term Management Incentive Plan
8/22/1997
- ---------------------- --------------------------------------------------------------------------------------
033-59141 o Viacom Inc. 1994 Long-Term Management Incentive Plan
5/5/1995 o Viacom Inc. Stock Option Plan for Outside Directors
o Viacom Inc. 1994 Stock Option Plan for Outside Directors
- ---------------------- --------------------------------------------------------------------------------------